2018 Supplier Code of Conduct

Integrity Respect Excellence Stewardship Citizenship Accountability Teamwork SUPPLIER CODE OF CONDUCT CSW Industrials (including all of its global subsidiaries, the “Company” or “CSWI”) is committed to conducting business according to the highest ethical standards. This Supplier Code of Conduct (this “Code”) governs CSWI’s business relations with its manufacturers, distributors, vendors, and other suppliers (“suppliers”) and establishes the minimum standards that suppliers are expected to meet regarding ethical business practices, treatment of workers, workplace safety and environmental impact of supplier activities. COMPLIANCE WITH LAWS In addition to the legal standards mentioned in this Code, suppliers will comply with all other applicable laws in the provision of products or services to CSWI. Where this Code requires supplier to meet a higher standard than set out by law or regulation, supplier shall meet such higher standard. CSWI expects suppliers to implement systems and controls to promote compliance with applicable laws and the principles set forth in this Code, including policies, training, monitoring and auditing mechanisms. Suppliers should also apply these or similar principles to their entire supply chain, including any subcontractors and suppliers they work with in providing goods and services to CSWI. ETHICS AND LEGAL REQUIREMENTS CSWI expects its suppliers to conduct their business as CSWI strives to conduct its business: ethically and in compliance with all applicable laws.

Avoid Conflicts of Interest: CSWI expects its suppliers to exercise sound judgment and avoid actual and apparent conflicts of interest. Business decisions and actions must be based wholly on the best interests of CSWI and must not be motivated by personal considerations or relationships. Suppliers must also disclose if they are either a relative of, or in a close relationship with, a member of CSWI’s Board of Directors or an executive officer.

Anti-Bribery and Anti-Corruption: Suppliers will not engage in any form of commercial bribery or otherwise offer any incentive to any CSWI employee or CSWI employee’s family or friends in order to obtain or retain CSWI business. Suppliers will comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and all other local or otherwise applicable laws dealing with the bribery of government officials.

Fair Competition and Fair Dealing: Suppliers will comply with all applicable laws regarding fair competition and antitrust. Suppliers must deal fairly with CSWI’s clients, suppliers, business partners, contractors, competitors and employees, and may not take advantage of anyone or try to obtain competitive advantages through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair or illegal dealing practice.

International Trade and Sanctioned Parties: Suppliers will comply with all applicable laws governing international trade, including import/export control regulations. Suppliers will provide CSWI with documentation necessary for CSWI to comply with these laws and regulations and will implement practices and procedures to ensure security of their supply chain under applicable regulations. Suppliers may not use any provider of services or equipment which (a) is located in any country subject to United Nations, U.S. or EU economic sanctions (or acting on behalf of persons or entities located in such countries) or (b) appears on lists of restricted or prohibited persons maintained by the United Nations, U.S., EU or the country of manufacture, origin/destination of the cargo. Suppliers shall screen all vessels, containers and other equipment and their owners to ensure compliance with this requirement.

Conflict Minerals Sourcing: Supplier will not source tin, tantalum, tungsten or gold (the “Conflict Minerals”) from the Democratic Republic of the Congo or the adjoining countries (the “Covered Countries”) in a manner which directly or indirectly finances or benefits armed groups in the Covered Countries. Supplier will source Conflict Minerals from smelters that have been verified as compliant with the CFSP (Conflict-Free Smelter Program) assessment protocols of the CFSI (Conflict-Free Sourcing Initiative). Supplier commits to abide by all applicable laws and regulations related to Conflict Minerals and agrees to provide all necessary information requested by CSWI concerning products supplied by Supplier to enable CSWI to complete its reasonable country of origin inquiries and due diligence with respect to Conflict Minerals.

Accurate Accounting and Business Records and Money Laundering: Suppliers will keep - and provide to CSWI upon request – accurate records of all matters related to the supplier’s business with CSWI and shall not engage in any form of money laundering and shall never knowingly accept funds acquired through illicit means.

Confidential and Proprietary Information: Suppliers will protect CSWI’s confidential and proprietary information, including personal information and intellectual property, and act to prevent its misuse, theft, fraud or improper disclosure or use and will comply with all applicable data privacy laws. Suppliers must take all due care in handling, discussing or transmitting sensitive or confidential information that could affect CSWI, its employees, its customers, the business community or the general public.

Financial Analysts, Media, Non-Disparagement and Insider Trading: Suppliers will comply with all securities laws and regulations with respect to fair disclosure and insider trading. Suppliers are prohibited from providing CSWI’s confidential and proprietary information to financial analysts outside the Company, and from responding to media inquiries (including blogs or any other Internet forum) that relate to CSWI, its

1 operations, clients or employees. Suppliers must refer any analysts or media inquiries to CSWI’s designated spokesperson. Suppliers will not directly or indirectly issue or communicate any public statement, or statement likely to become public, that maligns, denigrates or disparages CSWI or its directors, executives, employees or clients. The use of confidential information of CSWI for the purpose of trading its securities is strictly prohibited.

HUMAN RIGHTS AND LABOR CSWI is committed to providing equal employment opportunities and complying with the full range of fair employment practices and appropriate workplace conduct. We expect our suppliers to respect the human rights of their employees and treat them fairly, in accordance with all applicable laws.

Appropriate Work Practices: Suppliers will ensure their employees have the right to freedom of movement and freedom to terminate their employment without restriction or the threat or imposition of any discipline, retaliation or other penalty.

Appropriate Work Hours and Wages: Suppliers will comply with all applicable laws on work hours, overtime, paid or unpaid leave, rest and lunch breaks, as well as all applicable laws on compensation and benefits. Suppliers will maintain appropriate systems to track and document its compliance with these requirements.

No Forced and Compulsory Labor: Suppliers will not use compelled, involuntary or forced labor, including prison labor, indentured labor, bonded labor or slave labor.

No Child Labor: Suppliers will comply with all applicable child labor laws.

No Discrimination, Harassment or Abuse: Suppliers will comply with all applicable employment discrimination laws and will not engage in hiring, compensation, training, advancement or promotion, termination, retirement, or any other employment practice based on race, color, national origin, gender, gender identity, sexual orientation, military status, religion, age, marital or pregnancy status, disability, HIV/AIDS status, trade union membership, or any other personal characteristic other than the worker’s ability to perform the job. Suppliers will comply with all applicable laws on harassment and abuse of employees and will ensure that their employees are not subjected to psychological, verbal, sexual or physical harassment or any other form of abuse.

Freedom of Association and Collective Bargaining: Suppliers will respect, and will not interfere with, employees’ lawful right of free association, as well as their lawful right to join, form or not to join a labor or trade union and engage in collective bargaining.

ENVIRONMENT, HEALTH AND SAFETY CSWI’s commitment to sustainability includes efficient use of resources, respect for the environment and safe and healthy workplaces. CSWI expects its suppliers to make commitments to continuously improve their environmental, health and safety performance.

Respect the Environment: Suppliers will comply with all applicable environmental laws. Suppliers will have systems in place to ensure safe management of waste disposal, emissions, discharges and hazardous and toxic materials. CSWI will favor suppliers who seek ways to minimize the use of nonrenewable resources, use all resources more efficiently and minimize the environmental impact of their operations.

Protect Health and Safety: Suppliers will comply with all applicable workplace health and safety laws. Suppliers will provide a safe, healthy and sanitary working environment for their employees, including appropriate controls, health and safety inspections, equipment maintenance, training, personal protective equipment, and work procedures and safeguards to prevent workplace hazards and work-related accidents and injuries. Suppliers will ensure their facilities comply with applicable building codes, construction, zoning and use permits, and industry design and construction standards.

REPORTING VIOLATIONS AND MISCONDUCT Suppliers who believe that a CSWI employee or anyone acting on behalf of CSWI has engaged in illegal or otherwise improper conduct with respect to their business with the supplier should report the matter to CSWI. Suppliers should also report any potential violation of this Code. Reports may be made through the CSWI Ethics Hotline at www.openboard.info/CSWI/ or via email to [email protected]. CSWI prohibits all forms of retaliation against suppliers who in good faith reports dishonest or illegal business activities, as well as potential misconduct.

AUDIT, COMPLIANCE AND CORRECTIVE ACTION The fundamentals set forth in this Code form a part of CSWI’s global ethics and compliance program and operate as important tools to monitor the impact that CSWI’s business has on social and environmental issues. Suppliers’ adherence to this Code is essential. CSWI will not only use these guiding principles as part of its initial due diligence process to determine supplier eligibility, but CSWI also reserves the right to audit suppliers and expects them to communicate their continued compliance with this Code when requested. CSWI will monitor suppliers’ 2 performance against this Code as deemed necessary and encourages suppliers to periodically assess themselves and their suppliers for continued compliance. If a violation of this Code is detected, CSWI will attempt to work with Supplier to develop the appropriate action plan to correct the situation. If a supplier does not develop such a plan or fails to implement it, and depending on the severity of the situation, CSWI may, in its sole discretion, terminate the business relationship or preclude the supplier from consideration of future business. Suppliers’ that demonstrate continued compliance with this Code, as well as additional dedication to improving the sustainability of their operations, will positively distinguish themselves from their competition. ADDITIONAL RESOURCES The following list of recognized standards has been compiled to assist suppliers with their compliance with this Code:

Convention on the Rights of the Child (UN 1989) http://www.un-documents.net/crc.htm

International Labour Standards (ILO) http://www.ilo.org/public/english/standards/norm/whatare/fundam/index.htm.ilo.org and http://www.ilo.org/dyn/normlex/en/f?p=1000:12000:::NO::: Forced Labour Convention (ILO 1930, No. 29) http://www.ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12100:0::NO:12100:P1210 0_INSTRUMENT_ID:312174:NO Freedom of Association and Protection of the Right to http://www.ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12100:0::NO:12100:P1210 Organise (ILO 1948, No. 87) 0_INSTRUMENT_ID:312232:NO

Right to Organise and Collective Bargain Convention (ILO http://www.ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12100:0::NO:12100:P1210 1949, No. 98) 0_INSTRUMENT_ID:312243:NO

Equal Remuneration Convention (ILO 1951, No. 100) http://www.ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12100:0::NO:12100:P1210 0_INSTRUMENT_ID:312245:NO Abolition of Forced Labour Conventions (ILO 1957, No. 105) http://www.ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12100:0::NO:12100:P1210 0_INSTRUMENT_ID:312250:NO Discrimination (Employment and Occupation) Convention (ILO http://www.ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12100:0::NO:12100:P1210 1958, No. 111) 0_INSTRUMENT_ID:312256:NO

Minimum Age Convention (ILO 1973, No. 138) http://www.ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12100:0::NO:12100:P1210 0_INSTRUMENT_ID:312283:NO Worst Forms of Child Labour Conventions (ILO 1999, No. 182) http://www.ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12100:0::NO:12100:P1210 0_INSTRUMENT_ID:312327:NO ILO Declaration on Fundamental Principles and Rights at Work and http://www.ilo.org/declaration/thedeclaration/textdeclaration/lang--en/index.htm its Follow-up (ILO 1998)

The Johannesburg UN World Summit on Sustainable Development http://www.un-documents.net/jburgdec.htm (UN 2002)

Occupational Safety and Health Convention (ILO 1981, No. 155) http://www.ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12100:0::NO::P12100_INS TRUMENT_ID:312300 OECD Guidelines for Multinational Enterprises http://www.oecd.org

The Eco Management and Audit Scheme (EMAS) http://ec.europa.eu/environment/emas/index_en.htm

The Rio Declaration on Environment and Development (UN 1992) http://www.un-documents.net/rio-dec.htm

The SA8000® Standard http://www.sa-intl.org/index.cfm?fuseaction=Page.ViewPage&pageId=1689

The Ten Principles of the United Nations Global Compact (UN 2000) https://www.unglobalcompact.org/what-is-gc/mission/principles

The Universal Declaration of Human Rights (UN 1948) http://www.un.org/en/universal-declaration-human-rights/index.html

The United Nations Guiding Principles on Business and Human https://www.ohchr.org/Documents/Publications/GuidingPrinciplesBusinessHR_EN Rights .pdf

The UN Convention Against Corruption https://treaties.un.org/doc/source/RecentTexts/Corruption_E.pdf

3 ACKNOWLEDGMENT The supplier indicated below, hereby certifies that:

1. Supplier has received the attached copy of the Supplier Code of Conduct (the "Code") of CSW Industrials, Inc. and its subsidiaries ("CSWI"); 2. Supplier has read the Code immediately prior to executing this Acknowledgment; 3. Supplier acknowledges the importance of the Code to the proper conduct of business for and with CSWI; 4. Supplier understands its obligations as set forth in the Code; 5. Supplier has reported, and will continue to report as required, any conflicts of interest as described in the Code; 6. Supplier is not aware of a Code violation that CSWI has not corrected or prevented; 7. Supplier understands that it has a shared duty to prevent, correct and, if necessary, report suspected Code violations; and 8. Supplier is in compliance with the Code and commits to conducting itself in accordance with the Code at all times.

Please fill in your information and execute below, then send an executed and dated copy of this Acknowledgement to your business contact at CSWI.

______Supplier’s Name

______Authorized Representative’s Signature

______Authorized Representative’s Name

______Authorized Representative’s Title

______Date (mm/dd/yyyy)

4 The CSWI Ethics Hotline is available globally, year-round, 24 hours a day.

Access the CSWI Ethics Hotline as follows:

Email: [email protected] Website: www.openboard.info/CSWI/ Phone: 844.399.5154

Approved - September 2018