ADF Group Inc. — Governance Information 2023

Apr 28, 2023

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CODE OF BUSINESS CONDUCT AND ETHICS

Revised and modified as of September 7, 2022

ADF GROUP INC.

300 Henry-Bessemer | Terrebonne, Quebec, Canada | J6Y 1T3 T. (450) 965-1911 | infos@adfgroup.com | www.adfgroup.com

Toronto Stock Exchange | TSX: DRX

Code of Business Conduct and Ethics

September 7, 2022 Page i

Table of Contents

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1.	PURPOSE OF THE CODE....................................................................................................................................................... 1
2.	SCOPE................................................................................................................................................................................ 1
3.	IMPLEMENTATION, COMMUNICATION AND INTERPRETATION OF THIS CODE........................................................................... 1
4.	CONSEQUENCES OF A BREACH............................................................................................................................................. 1
5.	CONFLICT OF INTERESTS………………………………………………………………………………………………………………………………………………2
5.1.	Specific Provisions Applicable to Company Employees............................................................................................................ 2
5.2.	Specific Provisions Applicable to Company Directors and Officers............................................................................................ 2
6.	USE AND PROTECTION OF ADF ASSETS AND OPPORTUNITIES.................................................................................................. 3
6.1.	Company Funds .................................................................................................................................................................................... 3
6.2.	Files and Registers ................................................................................................................................................................................ 3
6.3.	Information Technologies and the Internet .......................................................................................................................................... 3
6.4.	Intellectual Property ............................................................................................................................................................................. 3
7.	CONFIDENTIALITY OF COMPANY INFORMATION.................................................................................................................... 4
8.	FAIR TREATMENT OF SHAREHOLDERS................................................................................................................................... 4
8.1.	Definitions............................................................................................................................................................................................. 4
8.2.	Trading ADF’s Securities and Insider Trading ........................................................................................................................................ 6
8.3.	Blackout Periods ................................................................................................................................................................................... 6
8.4.	Insider Report ....................................................................................................................................................................................... 7
8.5.	Disclosure of Privileged Information..................................................................................................................................................... 8
9.	FAIR TREATMENT OF EMPLOYEES......................................................................................................................................... 9
10.	FAIR TREATMENT OF CLIENTS AND SUPPLIERS....................................................................................................................... 9
10.1.	Unfair Trade Practices ........................................................................................................................................................................... 9
10.2.	Information on Competitors ................................................................................................................................................................. 9
11.	COMPLIANCE WITH LEGISLATION AND REGULATIONS............................................................................................................ 9
12.	DISCLOSURE OF ILLEGAL AND UNETHICAL CONDUCT.............................................................................................................. 9
12.1.	Investigation ....................................................................................................................................................................................... 10
12.2.	Confidentiality .................................................................................................................................................................................... 10
12.3.	No Retaliation ..................................................................................................................................................................................... 10
12.4.	Obligation of Good Faith ..................................................................................................................................................................... 10
12.5.	Report to Audit Committee and Board of Directors ........................................................................................................................... 10

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1. PURPOSE OF THE CODE

The purpose of this code of business conduct and ethics (the “Code”) is to preserve the reputation for integrity and honesty that ADF Group Inc., and its subsidiaries and affiliates (hereinafter “ADF” or the “Company”) have earned in Canada and any other country where ADF does business, and this by establishing rules of business conduct and ethics relating to:

• a) Conflicts of interests, including, among others, those relating to transactions and agreements in respect of which a director, executive officer or employee may have a material interest;

• b) Protection and proper use of the corporate assets and opportunities of the Company;

• c) Confidentiality of Company information;

• d) Fair treatment of shareholders, clients, suppliers, competitors and employees of the Company;

• e) Compliance with legislation and regulations;

• f) Disclosure of any illegal or unethical conduct.

The standards set out herein are non-restrictive, and shall not operate to abolish or diminish the effects of any Company standard set out in other policies and procedures currently in effect that is more strict or precise. ADF reserves the right to review this Code at all times without notice in order to take into account, among others, any amendment to the legislation and regulations governing the Company. Any material amendment to the Code shall be communicated to the interested parties.

2. SCOPE

This Code shall apply to all directors, officers and employees of ADF.

3. IMPLEMENTATION, COMMUNICATION AND INTERPRETATION OF THIS CODE

The Board of Directors of ADF shall be responsible for monitoring the implementation of and compliance with this Code. Only the Board of Directors or one of its committees appointed to that effect shall be authorized to grant exemptions from this Code.

The Department of Human Resources shall ensure that a copy of the Code is distributed to all office employees and shall report to the Chief Executive Officer with respect to such distribution. All directors, officers and employees of ADF shall examine this Code. All directors, officers and office employees shall execute a declaration stating that they agree to comply with the rules set out herein.

Any director, officer or employee may from time to time be required to confirm that he has complied with the provisions hereof.

This Code is also available on the Internet at www.sedar.com. Employees can obtain a copy of the policies to which this Code refers from ADF’s Department of Human Resources.

When in doubt as to the interpretation of the provisions hereof, the directors, officers and employees may refer the matter to ADF’s legal department. In such case, the legal department shall inform the Chairman of the Board of Directors and Chief Executive Officer of any ambiguity in the drafting of the Code that may require written clarifications or an amendment of the Code and the Board of Directors shall clarify or amend the Code as it may deem appropriate.

The words used in this Code which indicate the masculine are deemed to include the feminine and vice versa and the words indicating the singular are deemed to include the plural and vice versa.

4. CONSEQUENCES OF A BREACH

Compliance with this Code constitutes an essential condition of employment, and any breach hereof may result in the application of a disciplinary measure deemed appropriate by the management of ADF, up to and including dismissal or removal of the person at issue, in addition to any other recourse provided for in applicable laws.

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5. CONFLICTS OF INTERESTS

(including, among others, transactions and agreements in respect of which a director, executive officer or employee may have a material interest)

Each director, officer or employee of ADF shall avoid placing himself in a real, potential or apparent situation of conflict of interests.

Generally speaking, a director, officer or employee is in conflict of interests when, in a given situation, the prospect of any gain to himself or any natural or legal person with whom he is related (including, among others, a family member, spouse, company, corporation, partnership or any other type of enterprise in which he, a family member or friend holds shares, partnership shares or any other title of ownership) is likely to lead the director, officer or employee at issue to favour, directly or indirectly, his personal interests, his business interests or the interests of the natural or legal person with whom he is related (as defined above) to the detriment of the interests of ADF or to have an adverse effect on his judgment, objectivity or loyalty to ADF within the performance of his duties thereof.

Without limiting the generality of the foregoing, a director, officer or employee of ADF is in conflict of interests if he or any natural or legal person with whom he is related (as defined above) is, directly or indirectly, a party to an agreement or a transaction with the Company.

Without limiting the generality of the foregoing, a director, officer or employee of ADF shall refrain from:

• a) being subject to any obligation to a former employer that is incompatible with the rules of this Code or that may restrict the activities he performs on behalf of ADF;

• b) using the funds, products or services of ADF to incite a representative of a public agency of any country whatsoever to take any action or make an omission contrary to the performance of his duties;

• c) placing himself in a situation that could negatively affect the image of ADF or place ADF in an embarrassing or questionable legal, social or moral situation;

• d) accepting or soliciting any gift or other form of advantage, benefit or personal privilege from a person or enterprise doing business with the Company (e.g.: client, supplier, subcontractor, etc.) or acting in the name or on behalf of said person or enterprise, if the said gift, advantage, benefit or personal privilege is likely to influence him in the performance of his duties or to generate such expectations.

For the purposes of the foregoing paragraph d), it is however permitted to directors, officers and employees of ADF to accept gifts of a low value (such as key cases, cups, baseball caps, etc. bearing the logo of a supplier, client, or other business partner of ADF) given in a context which is not likely to influence them in the performance of their duties or to generate such expectations. Moreover, in the due course of business and due to their official duties with ADF, ADF’s directors, officers and employees may receive invitations of a social nature, which are of more significant value. In these instances, the person at issue must obtain the approval of his superior before accepting such an invitation.

5.1. Specific Provisions Applicable to Company Employees

An employee who is aware of any real or potential situation of conflict of interests shall immediately notify his immediate supervisor or the Chairman of the Board and Chief Executive Officer of ADF. If he is personally involved in that situation, he shall comply with any recommendation or guideline subsequently communicated to him by his superiors.

5.2. Specific Provisions Applicable to Company Directors and Officers

Any director or officer who is in a situation of conflict of interests and must inform the Chairman of the Board of Directors and Chief Executive Officer of the Company of the situation without any further delay. The Board of Directors shall then decide which solution to adopt.

During the deliberations of the Board of Directors or any of its committees, the director who is in a situation of conflict of interests with respect to the contract, the transaction or any other matter submitted to the Board of Directors or the committee on which he sits shall declare his situation to the meeting Secretary, who shall make a mention thereof in the minutes. The Director shall abstain from deliberating and voting on any matter relating to that interest, and shall

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refrain from attempting to influence any decision relating thereto. He shall also withdraw from the meeting during the deliberation of and vote on that matter.

6. USE AND PROTECTION OF ADF ASSETS AND OPPORTUNITIES

The directors, officers and employees of ADF shall make adequate use and ensure the safety of the ADF assets entrusted to them, and protect them against theft, damage, waste, loss, destruction, premature wear and inappropriate or prohibited use. This obligation applies to tangible assets (machinery, tools, computers, data, products, etc.) as well as intangible assets (networks, software, information, intellectual property, etc.).

The assets of ADF, as well as time scheduled for work, shall be used exclusively for the activities of ADF and, more generally, shall not be used for personal purposes.

6.1. Company Funds

The directors, officers and employees who have access to any form whatsoever of Company funds, specifically including money, foreign currency, checks, share certificates and promissory notes, shall familiarize themselves with and follow the procedures and practices prescribed by ADF in that respect.

6.2. Files and Registers

All of ADF’s registers, account books, reports, invoices, payrolls and other documents shall present a complete and accurate statement of transactions conducted. All directors, officers and employees are therefore forbidden to falsify documents or omit data that would affect the accuracy of a report, to draft false or erroneous reports and to make false declarations.

6.3. Information Technologies and the Internet

Directors, officers and employees who have access to the Company’s computer resources within the performance of their duties shall protect the confidentiality of their password and use the computer systems for authorized business purposes only. Generally speaking, e-mail accounts and the Internet shall be used exclusively for work, not for personal purposes. Any participation in Internet forums discussing issues relating to the activities or securities of ADF is strictly prohibited.

The instruction manuals of any equipment, software or information system service, as well as more specific guidelines relating to the use of electronic mail, “authentication keys” and software management principles, are set out in ADF’s Computer Policy.

6.4. Intellectual Property

Certain ADF employees participate in research work the aim of which is to develop new products and services or improve existing products and services of the Company. Any improvement, idea, invention, discovery, concept, procedure and suggestion (or any other type of intellectual property whatsoever) relating to the existing or future products and activities of ADF, whether patented or not (hereinafter the “Inventions”) made or conceived by the employee during or after regular work hours, regardless of whether the employee was specifically instructed to develop said Inventions, are the property of ADF.

The employee shall forthwith inform his immediate supervisor of any such invention, discovery, improvement or innovation. The employee shall, where applicable, execute any document confirming the assignment of patents, industrial designs, copyrights or other rights in favour of ADF.

The employee undertakes, without any remuneration other than wages received from ADF, to aid and participate in the preparation of patent applications or copyright registrations, and in any other registration or procedure to protect ADF’s intellectual property rights.

At the time of hiring, the employee shall execute a Confidentiality and Intellectual Property Protection Agreement as may be prescribed to that effect by ADF.

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7. CONFIDENTIALITY OF COMPANY INFORMATION

For the purposes of this section, “Confidential Information” means information and documents relating to ADF’s past, present and future affairs that ADF is legally bound to keep confidential or to which ADF confers a secret or confidential character because they have a value due to the fact that they are not generally known to the competitors of ADF or to third parties or to the public in general, including without limitation:

• a) any documents or information relating to the technology, expertise, trade secrets, technical demonstrations, computer programs, manufacturing, assembling or erecting procedures, plans, specifications, drawings, research work, inventions, instructions, administrative notes, studies, copyrights, industrial designs, patents or any other intellectual property or industrial property pertaining to ADF or standard or customized structural steel systems developed, fabricated or erected by ADF or on behalf of ADF;

• b) any information on sales, contracts, price lists, client lists, marketing plans;

• c) any personal information on suppliers, clients and employees of ADF;

• d) any other technical, scientific, financial, fiscal, commercial or legal data relating to past, present or future affairs of ADF to which the public does not have access.

It is forbidden for directors, officers or employees who are aware of Confidential Information to disclose same to any person whomsoever unless the disclosure of such information is necessary to the performance of their mandate or the task entrusted to them by the Company. Where such Confidential Information must be disclosed within the performance of their mandate or task, employees shall first obtain the express written consent of ADF and then only disclose such Confidential Information as is directly related to the mandate or task at issue and limit access to such Confidential Information only to those persons who must have access thereto in order to perform their mandate or task.

When Confidential Information is disclosed to any persons outside ADF, such persons shall execute a non-disclosure and confidentiality agreement.

At the time of hiring, the employee shall execute the Confidentiality and Intellectual Property Protection Agreement as may be prescribed to that effect by ADF.

Upon termination of the employee, all Confidential Information, including, without limitation, documents, statements, computer disks, diskettes, compact disks (“CDs”), notes then in the employee’s possession regardless of whether or not prepared by him, shall be immediately returned to ADF or archived as per the instruction of ADF.

Employees who leave ADF and had access to Confidential Information shall be responsible for continuing to preserve the confidentiality thereof and refrain from disclosing same to their new employer. Similarly, ADF does not expect employees coming from other businesses to disclose the confidential information of such other businesses.

8. FAIR TREATMENT OF SHAREHOLDERS

ADF, like any other listed company, is subject to very strict laws ensuring the fair treatment of all shareholders. ADF has also adopted policies in compliance with this legislation. The directors, officers and employees of ADF shall at all times comply with this legislation and with the policies of ADF. This Section 8 of this Code contains only a summary of this legislation and ADF’s policies. Any director, officer or employee who would like more information on this subject should contact ADF’s legal department.

8.1. Definitions

For the purposes of this section of the Code:

• a) " Privileged Information " means any information respecting ADF that has not been disclosed to the public and that, were it known, could affect a reasonable investor’s decision to purchase, sell or retain his shares or other securities due to the impact that information would likely have on the price or value of the shares or other securities of ADF, including, without limitation:

• ⎯

• upon the execution of a material contract;

• ⎯ upon the conclusion or loss of a material contract;

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• ⎯

• ⎯

• ⎯

  • upon the acquisition or sale of assets, property or units;

  • during a major dispute;

  • during the preparation of annual or quarterly financial statements.

• b) " Insider " means:

• i) ADF Group Inc. and its subsidiaries;

• ii) individuals who are members of the board of directors of either of ADF, any of its subsidiaries or a Significant Shareholder of ADF (as hereinafter defined);

• iii) the officers of either of ADF, its subsidiaries or a Significant Shareholder of ADF (as hereinafter defined), namely: the chairman or the co-chairmen or the vice chairman of the board of directors, the chief executive officer, the chief operating officer, the chief financial officer, the president, the vice president, the secretary, the assistant-secretary, the treasurer, the assistant-treasurer, the general manager, or any person who holds similar positions within ADF, or any of its subsidiaries or any Significant Shareholder of ADF, as applicable.

• iv) any Significant Shareholder of ADF, namely: any person who exercises control over more than 10% or more of the voting shares or participating shares of ADF;

Each of the persons contemplated by paragraphs ii), iii) and iv) above shall be responsible for verifying their status as insiders with the Company’s legal department.

• c) " Person who exercises control over voting shares or participating shares of ADF" means the person who is the owner of such shares or has direction over them;

According to the Securities Act (Québec), every person who may exercise as he sees fit voting rights attaching to shares or other securities of ADF that he does not own is deemed to exercise control over those shares or other securities.

According to the Policy Statement to Regulation 55-104 Respecting Insider Reporting Requirements and Exemptions, a person will generally have control or direction over shares if the person, directly or indirectly, through any contract, arrangement, understanding or relationship or otherwise has or shares:

• i) voting power, which includes the power to vote, or to direct the voting of, such shares; and/or

• ii) investment power, which includes the power to acquire or dispose, or to direct the acquisition or disposition of such shares.

According to the aforesaid Policy Statement, an Insider may, among others, have or share control or direction over shares through a power of attorney, a grant of limited trading authority, or a management agreement. This would also include a situation where the Insider acts as a liquidator trustee for a succession or as a trustee for a trust (for example: a trust created by an Insider for the benefit of his spouse or under-age children) in which shares or other securities of ADF are included within the assets of the trust.

• d) " Person in a Special Relationship with ADF " means, among other things:

• i) every person who has access to Privileged Information for the purposes of their relations with ADF (for example: a consultant) or work performed for ADF, the performance of their duties or the conduct of commercial and professional activities (for example: an employee of ADF, even if he is not an “Insider” as defined above);

• ii) every person having Privileged Information that, to his knowledge, was disclosed by an Insider or person contemplated by the prohibitions set forth in this Code (for example: a friend of an ADF executive to whom such executive discloses Privileged Information); and

• iii) every person who has acquired Privileged Information pertaining to ADF that he knows to be privileged.

• iv) Every person who is an Associate of ADF, of an Insider of ADF or of a person contemplated by the prohibitions set forth in this Code;

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• e) " Associate ", where used to indicate a relationship with a person, means:

• i) any company in which the person owns securities assuring him of more than 10% of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;

• ii) any partner of that person;

• iii) any trust or succession in which the person has a substantial ownership interest or to which he holds the functions of a trustee or liquidator or similar functions;

• iv) the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;

8.2. Trading ADF’s Securities and Insider Trading

ADF has no objection to its directors, officers and employees or any other Persons in a Special Relationship with ADF holding shares or other securities (bonds or debentures convertible into shares, stock subscription rights or warrants, etc.) issued by ADF. That said, any director, officer, employee or other Persons in a Special Relationship with ADF should be aware that there is a risk inherent to purchasing the securities of any listed company, and acquiring the securities of ADF remains a purely personal and voluntary decision on the part of the person at issue.

However, under the securities legislation to which ADF is subject (the “Law”), it is STRICTLY PROHIBITED to:

• a) in any manner whatsoever, trade the shares or other securities of ADF using Privileged Information that has not been disclosed to the public in a press release or by any other means of public communication and before the public has had reasonable time to examine said Privileged Information;

• b) disclose the Privileged Information (“tipping”) to third parties in order that they may use it to trade the shares or other securities of ADF before said Privileged Information has been disclosed to the public.

These prohibitions apply not only to Insiders as defined in the Law, but to any Person in a Special Relationship with ADF.

The same rules apply to directors, officers, employees and other Persons in a Special Relationship with ADF who have Privileged Information on the companies with which ADF does business or who obtain material information as a result of the business relations they maintain with these companies.

Any person who uses Privileged Information in violation of the Law is personally liable and exposes himself to penal sanctions (fines and/or imprisonment) and civil sanctions (damages, rescission of transaction, revision of price, etc.).

8.3. Blackout Periods

To avoid to the extent possible ADF Insiders and employees, and other Persons in a special relationship with ADF from finding themselves in illegal situations relating to insider trading, ADF, from time to time, imposes blackout periods during which every Insiders, employees and other Persons in a special relationship with ADF, are prohibited from trading the Company’s shares and other securities.

Theses blackout periods are the following:

• a) for a period beginning immediately after the end of each quarter or fiscal year , as applicable, and ending two trading days after the dissemination of financial results to the public by means of a press release;

• b) for a period beginning one week prior to the disclosure of information pertaining to a dividend, material acquisition, material financing or any other material information, and ending two trading days after the dissemination of such information to the public by means of a press release;

• c) for a period beginning one week prior to the date of a board meeting, and ending two trading days after (i) the dissemination of information to the public by means of a press release or (ii) the holding of the board meeting, if the Board of Directors has no material information to disclose.

In addition, when deemed appropriate the Chief Executive Officer and the Chief Financial Officer or in their absence any other executive officer, after consultation with the Company’s Legal Department, may, at their discretion, impose other blackout periods, beyond blackout periods specifically mentioned above, either to all Insiders, employees and other

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Persons in a special relationship with ADF, or to more limited groups of individuals depending on their knowledge of Privileged Information. Where applicable, these discretionary blackout periods end (i) two trading days after the dissemination of information to the public by means of a press release or (ii) upon determination, in the opinion of both the Chief Executive Officer and Chief Financial Officer or in their absence in the opinion of any other executive officer, after consultation with the Company’s Legal Department, that the operation which justified the imposition of such blackout period will not occur and that there will be no material information to disclose.

The legal department shall be responsible for notifying the interested persons of the exact dates on which these blackout periods begin and end as they apply to them.

However, even beyond the blackout periods set forth above, every person who has Privileged Information must refrain from trading shares or other securities of ADF for as long as said Privileged Information has not been disclosed to the public.

8.4. Insider Report

According to the regulations currently in force, a certain category of Insiders designated as “ Reporting Insiders ” must report any control they have over the shares and other securities within ten (10) calendar days following the date on which they become Reporting Insiders of ADF and report any change in such control within five (5) calendar days following the date of such change. This obligation to file an insider report applies to each Reporting Insider as an individual, regardless of whether he holds his shares personally or indirectly through a third person (ex: his spouse, child, etc.) or a company. Failure to file such a report within the prescribed time and at the prescribed place could expose the Reporting Insider to legal proceedings and result in the imposition of late filing fees or fines, in being subject to a cease trading order from the securities authorities, in having his name published in a delinquent filers’ list, or even, in certain circumstances, in the imposition of a prison sentence.

This obligation applies, among others, to the following transactions:

• ⎯ any purchase, sale, exchange, issuance or redemption or cancellation of the shares of ADF;

• ⎯ any granting, redemption (conversion into money) or cancellation of Deferred Share Units (DSU) under the Company’s DSU and Deferred Compensation Plan;

• ⎯ any granting, redemption (conversion into money) or cancellation of Performance Share Units (PSU) under the Company’s PSU Plan;

• ⎯ any granting, redemption (conversion into money) or cancellation of Deferred Stock Appreciation Rights (DSAR) under the Company’s DSAR Plan;

• ⎯ any granting, issuance, purchase, sale, conversion, exchange, exercise, redemption or cancellation of warrants or subscription rights, or bonds, or debentures convertible into shares of the Company;

The “ Reporting Insiders ” as defined in the applicable regulations include, among others, the following persons:

• a) the Company itself, when it purchases, redeems or otherwise acquires shares or other securities of its own issue (however, in such case, the regulations provide a different time-limit for the filing of the insider reports)

• b) Any Significant Shareholder of ADF (as defined in paragraph 8.1 b) above);

• c) The Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer or any director of ADF, of any Significant Shareholder of ADF or of any Major Subsidiary of ADF (defined as a subsidiary of which the assets or revenue included in ADF’s most recent annual or interim financial statements, represent, as the case may be, at least 30 % of ADF’s consolidated assets or at least 30 % of ADF’s consolidated revenues, reported in these same financial statements;

• d) Any person responsible for a principal business unit, division or function of ADF, including, among others, the functions of executive vice president, corporate secretary and treasurer and the functions of president and general manager of ADF International, Inc., Montana Division;

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• e) Any management company that provides significant management or administrative services to ADF or to a Major Subsidiary of ADF (as defined above), and each director, chief executive officer, chief financial officer, chief operating officer, and significant shareholder of the management company;

• f) any individual performing functions similar to those performed by any of the Insiders described in paragraphs b) to e) above;

• g) any other Insider that fulfils the following conditions: (i) in the normal course of his activities, he receives or has access to information as to material facts or material changes concerning the Company before such material facts or material changes are disseminated to the public and (ii) he, directly or indirectly, exercises, or has the ability to exercise, significant power or influence over the business, operations, capital or development of the Company;

Each of the persons contemplated by paragraphs b) to g) above shall be responsible for verifying their status as Reporting Insider with the Company’s legal department.

8.5. Disclosure of Privileged Information

ADF shall appoint a limited number of spokespersons responsible for communicating with the financial community, securities authorities or the media. The Chairman of the Board and Chief Executive Officer, and the Chief Financial Officer shall be the official spokespersons of ADF.

Any director, officer and employee of ADF who is not an authorized spokesperson shall refrain from answering any questions submitted by the financial community, media or other parties unless specifically authorized or instructed to do so by an official spokesperson.

Unless it is made public, no Privileged Information pertaining to the commercial activities of ADF shall be transmitted to any person other than individuals who must have access thereto within the normal course of the activities of ADF, and this, subject to a confidentiality undertaking and compliance with the blackout requirements prescribed by the Law and the ADF policies mentioned above. Exceptions for communications made within the “normal course of activities” are granted for the sole purpose of not unduly obstructing the day-to-day activities of the Company. Generally speaking, such exceptions would apply to communications with:

• a) vendors, suppliers or strategic partners in respect of research and development, sales, marketing and supply contracts;

• b) employees, executive officers and members of the Board of Directors;

• c) funding parties (to gather funds), legal advisers, auditors, investors, financial advisers and other professional advisers;

• d) parties to negotiations (during mergers or business amalgamations);

• e) unions and industry associations;

• f) state agencies and nongovernmental regulatory authorities;

• g) rating agencies (provided the information is communicated to help attribute a rating and that the ratings attributed by such agencies are, in general, disclosed to the public).

ADF’s Communications Policy, available for consultation at ADF’s legal department, contains more information on Privileged Information and the procedures that must be taken to prevent its improper use.

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9. FAIR TREATMENT OF EMPLOYEES

ADF undertakes to treat its employees with dignity and respect, and to create a work environment that offers open and frank communication, continued training, opportunities for advancement and fair practices where the accomplishments of employees are recognized. ADF also undertakes to engage in equal opportunity hiring practices and to preserve the confidentiality of its employees’ records.

ADF shall not tolerate harassment and discrimination in the work place. Employees shall contribute to establishing and maintaining a safe, fair and respectful work environment that is free of discrimination and harassment, and promptly report any act of discrimination or harassment to ADF’s management.

10. FAIR TREATMENT OF CLIENTS AND SUPPLIERS

ADF undertakes to be open, honest, upright and fair with its clients and suppliers. These principles shall guide all of the relations that the directors, officers and employees of ADF maintain with clients and suppliers.

10.1. Unfair Trade Practices

ADF and its directors, officers and employees shall avoid any thing that may be considered an unfair trade practice that is contrary to the legislation applicable in any jurisdiction where the Company does business, including, more specifically, prohibited practices within the meaning of the Competition Act (Canada) (the “Act”). This includes such practices as fixing prices with one or several competitors and false or misleading advertising.

Any violation of the Act could have a considerable adverse effect on ADF and expose the Company and its directors, officers and employees to civil or penal proceedings. Information on the legislation and regulations governing commercial practices are available at ADF’s legal department.

10.2. Information on Competitors

ADF may from time to time gather information on the markets in which it conducts its activities, including information on its competitors, their products and services. Directors, officers and employees shall abstain from using illegal means to obtain the confidential or exclusive information or manufacturing secrets of its competitors.

11. COMPLIANCE WITH LEGISLATION AND REGULATIONS

ADF is subject to legislation and regulations governing the conduct of its activities in Canada and abroad (the “Legislation”). The directors, officers and employees of ADF shall comply with the Legislation and in the event of a conflict between the Company’s usual practices and the Legislation the latter shall prevail. Each director, officer and employee shall ensure that he maintains a reasonable knowledge of the Legislation that applies to the duties he performs at ADF. When in doubt, the director, officer or employee at issue must obtain information from ADF’s legal department.

12. DISCLOSURE OF ILLEGAL AND UNETHICAL CONDUCT

ADF expects all of its activities to be conducted in accordance with this Code. Each director, officer and employee has the right and the responsibility to disclose any act that is contrary to this Code as well as any questionable practices with respect to accounting, internal accounting control, account auditing, or any other potential violation of the law (hereinafter collectively designated as “Improper Activities”) so that it be disposed of as per the provisions of this Code.

Any director, officer or employee who derogates from a provision hereof, is aware of Improper Activities, suspects such Improper Activities or entertains a doubt on any given situation shall immediately report verbally or in writing to any of the following persons:

• ⎯ his immediate supervisor;

• ⎯ the Chairman of the Board of Directors and Chief Executive Officer of ADF

Mr. Jean Paschini Phone: (450) 965-0131 ext. 2240 E-mail: jean.paschini@adfgroup.com

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• ⎯ the Independent Board Leader of ADF.

Mr. Jean Rochette Phone: (514)793-0459 E-mail: rochettejean@videotron.ca

• ⎯ the Chair of the Audit Committee of ADF

Mr. Guy Pelletier Phone: (514) 942-2605 E-mail: guy.pelletier300@gmail.com

Any director, officer or employee of ADF who wishes to report an Improper Activity is invited to identify himself in order to facilitate the follow-up on his report. However, anonymous reports will also be accepted.

12.1. Investigation

All reports of Improper Activity will be taken seriously. The actions taken by ADF further to a report of an Improper Activity will depend upon the nature of the reported situation. If a report requires a more exhaustive investigation, such investigation may, as the case may be, either be done internally by the officers or the Board of Directors or a committee thereof, or be referred to the police and/or the appropriate regulatory authorities. All directors, officers and employees have a duty to cooperate in the investigation of reports of Improper Activity. Unless the report is made anonymously, and subject to any legal requirements, the individual who has reported an Improper Activity will be kept informed of the actions taken further to such report.

12.2. Confidentiality

All reports of Improper Activity as well as all information disclosed during the course of an investigation on such Improper Activity will remain confidential and be disclosed only to extent necessary to conduct the investigation or to remedy the reported situation, as the case may be, and to the extent required by applicable laws.

12.3. No Retaliation

ADF will assure, to the extent reasonably within its power, that any director, officer or employee who, in good faith, reports an Improper Activity or discloses information during the course of an investigation on such Improper Activity will not incur retribution or disadvantageous treatment in his employment or function as a consequence of such report or disclosure.

Any director, officer or employee who believes he has been penalized or undergone unfavorable treatment for the reason he reported an Improper Activity or disclosed information during the course of an investigation on such Improper Activity may file a complaint in writing with the Independent Board Leader who will forward such complaint to the Compensation, Nominating and Corporate Governance Committee so that it can be disposed appropriately.

12.4. Obligation of Good Faith

The report of an Improper Activity must be made in good faith without intention to harm, and the individual who makes such denunciation must reasonably believe that the reported facts are true. Any individual who submits a report in bad faith, knowing that the facts he is reporting are false, or with the intent of deriving personal advantages, or to harm others can be subject to disciplinary measures or any other legal remedy applicable as provided for in this Code.

12.5. Report to Audit Committee and Board of Directors

The Chairman of the Board of Directors and Chief Executive Officer, the Independent Board Leader and the Chair of the Audit Committee must quarterly submit a report to the Audit Committee on denunciations they received, the status of investigations in progress and the results thereof, and the actions taken to cure the reported facts.

The Audit Committee will keep records of all such information and report it quarterly to the Board of Directors.

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Effective April 12, 2006 Revised and modified on December 12, 2006 Revised and modified on March 3, 2008 Revised and modified on December 8, 2010 Revised without modification December 8, 2011 Revised and modified on April 10 and September 4, 2013 Revised and modified on May 1, 2015 Revised and modified on April 18, 2016 Revised and modified on September 13, 2017 Revised without modification in September 2018, 2019 and 2020 Revised and modified on June 9, 2021 Revised and modified on September 7, 2022

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ATTESTATION AND UNDERTAKING TO COMPLY WITH THE CODE OF BUSINESS CONDUCT AND ETHICS

(employee)

I, the undersigned,	do hereby acknowledge having received and
	(name of employee in block letters)
examined a copy of the	document entitled “Code of Business Conduct and Ethics” and undertake to abide by the rules set
out therein and any amendments that may from time to time be made thereto.
Signature of employee	Date
Signature of supervisor	Date
Title of supervisor

This document, duly filled out, shall be filed in the employee’s personnel record.

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ATTESTATION AND UNDERTAKING TO COMPLY WITH THE CODE OF BUSINESS CONDUCT AND ETHICS

(director)

I, the undersigned,

do hereby acknowledge having received and

(name of director in block letters)

examined a copy of the document entitled “Code of Business Conduct and Ethics” and undertake to abide by the rules set out therein and any amendments that may from time to time be made thereto.

Signature of director Date

This document, duly filled out, shall be filed in the director’s personnel record.