Code of Conduct

General Statement

Vitrolife is committed to increasing its value to customers, employees and shareholders by profitably providing products and services to worldwide markets. At the same time we shall uphold a high level of ethical standards and be a good citizen worldwide.

Vitrolife, and its employees, shall abide by the laws of all countries in which we operate, following international and national industry codes of practice and Vitrolife's Code of Conduct. In situations where neither the law nor the Code of Conduct give guidance, Vitrolife applies its own standards based on its corporate values and culture. In cases of conflict between mandatory law and the principles contained in this code, the law shall prevail. Whenever we encounter an ethical issue, each of us has the responsibility to respond in a manner that reflects our values in action.

Vitrolife shall conduct its business operations in accordance the main ethical guidelines, e.g. United Nations Universal Declaration of Human Rights (www.un.org), International Labour Organisation Declaration on Fundamental Principles and Rights at Work (www.ilo.org), United Nations Global Compact (www.unglobalcompact.org) and the OECD's Guidelines for Multinational Enterprises (www.oecd.org).

Compliance with the Code of Conduct is a matter for the management team. Every manager has an obligation, within his or her area of responsibility, to ensure that employees and business partners are informed of the contents of Vitrolife Code of Conduct and the need for compliance with it. Managers within Vitrolife should always set a good example.

Reports of violations of this code may be done anonymously and confidentially to the HR Director or the Chairman of the Board. Persons reporting violations in good faith will not be subject to retaliation.

Business Principles

Vitrolife's fundamental principle is that in all our business activities and relations with customers, business partners and authorities, sound business ethics must always prevail.

Vitrolife has established high reporting standards, where each employee involved in the recording, processing and reporting of information is expected to safeguard its validity and correctness.

Vitrolife's policy is to understand and comply with all laws, regulations and government that apply to our businesses, and to provide accurate, relevant information and records to government regulatory bodies that are legally authorised to ask for such information.

Vitrolife shall comply fully and in good faith with the antitrust laws and regulations as well as all applicable competition rules in countries where we operate.

Vitrolife shall evaluate and select major suppliers and subcontractors on their ability to meet the requirements of Vitrolife's Code of Conduct. Vitrolife require that all distributors abide our Code of Conduct, which will be attached to the Distributor Agreements.

Vitrolife does not take political stands. Therefore we do not use Vitrolife funds or assets to support political campaigns or candidates, or otherwise provide services to political endeavors.

Vitrolife do not accept the offering, solicitation or acceptance of any form of bribes, whatever the form, method or purpose. No employee shall seek or accept any gift, entertainment or personal favor that might reasonably be believed to have an influence on business transactions or which is contrary to applicable laws or customary business practice.

Funds and other assets of Vitrolife must be used only for the legitimate business of Vitrolife and never for private or personal gain. Employees may not use any funds or other assets of Vitrolife, either directly or indirectly, for illegal payments of any kind, including bribes or "kickbacks" of funds. All information relating to Vitrolife and its funds and other assets must be recorded and reported accurately and honestly. Employees may not by purpose make false or misleading statements pertaining to any information regarding Vitrolife, whether in its books and records or in any financial, environmental or other report to be submitted to a governmental agency. Further, employees may not make or approve any payment or use of assets on behalf of Vitrolife with the intention or understanding that such payment or use is for any purpose other than that described by the supporting documentation, e.g. "false invoices".

Employees are obligated, during and after employment with Vitrolife, to maintain the confidentiality of, and not to use for own benefit or the benefit of third parties, proprietary or confidential information of Vitrolife that employees receive or to which they are exposed during employment. Such information includes, but is not limited to, financial or operating information, personnel information, pricing, customer lists and related information, trade secrets, information about works of authorship, projects, plans and proposals, and information of third parties that Vitrolife is required to maintain as confidential.

Human Rights and Working Principles

Vitrolife actively strives for the continuous improvement of health and safety in the workplace. Vitrolife aims to provide a safe and healthy working environment for its employees. Each task or activity should be conducted safely.

Vitrolife promotes diversity and equality. Equal treatment and equal opportunities must apply to everyone regardless of ethnic or national origin, skin color, gender, sexual orientation, religion, political opinion, nationality or social origin. Vitrolife does not accept any form of mental or physical punishment, threat of punishment, discrimination in employment opportunities or work, bullying at the workplace, or sexual or other harassment.

Vitrolife shall not use forced labour and/or child labour for any of its work and shall ensure the same from its business partners.

The company is committed to taking appropriate action to ensure a safe, substance-free workplace. The misuse of alcohol or illegal drugs while on company premises or business interferes with a safe and productive work environment and is prohibited. Employees are expected to perform their work in a safe manner, free of the influences of alcohol, illegal drugs or controlled substances.

Vitrolife employees have the freedom to join or establish an association of free choice, to organise and to bargain collectively and individually in accordance with local laws and regulations. No employee should risk being harassed or retatiated against for exercising these rights.

Vitrolife is committed to paying fair wages and benefits according to relevant standards wherever we operate.

The company expects its employees to follow all applicable environmental laws and regulations.

Vitrolife Code of Conduct approved by the Board of Directors in April 2012