Anti-Trust Compliance Policy

I.  General Statement of Antitrust Compliance Policy

Your Content Goes Here As a trade association, NAATBatt International (“NAATBatt”) is an organization through which competitors work together for the common good of an industry. Because such cooperation among competitors may raise antitrust concerns, it is the policy of NAATBatt to comply fully with all applicable state, federal and international antitrust laws. Consistent with this policy of full compliance, NAATBatt has adopted this Antitrust Compliance Policy, which is applicable to all NAATBatt members regardless of classification of membership as well as to all officers, directors, staff and other agents of NAATBatt. This Policy applies with full force and effect to all NAATBatt activities including, but not limited to, meetings of the membership, theBoard of Directors and committees as well as to all other programs and activities facilitated by or on behalf of NAATBatt.

II.  Prohibited Activities

The principal antitrust and competition laws with which NAATBatt and all NAATBatt members must comply are the Sherman Act, the Clayton Act, the Federal Trade Commission Act and state antitrust laws.

The Sherman Act in broad terms prohibits “every contract, combination . . . or conspiracy” in restraint of trade, as well as monopolizing, attempting to monopolize, or conspiring to monopolize any part of trade or commerce. The Clayton Act prohibits exclusive dealing and “tying” arrangements, as well as corporate mergers or acquisitions which may tend substantially to lessen competition. The Federal Trade Commission Act prohibits “unfair methods of competition” and “unfair or deceptive acts or practices” in or affecting commerce. In addition, most states have antitrust statutes which equate to the Sherman Act, except that they apply to actions affecting commerce within the state as opposed to interstate commerce.

To the extent that NAATBatt discussions and activities pertain to markets outside the United States, NAATBatt and its members shall comply with the applicable antitrust and competition laws of those countries. TheCompetitionAct governs competition law in Canada.The Competition Act contains both criminal and civil provisions aimed at preventing anti-competitive practices in the marketplace. In Mexico, NAATBatt and its members must comply with the principles set out in the Constitutional Amendment on Telecommunications and antitrust and with the Federal Economic Competition Law.

The following discussions, actions and activities are prohibited within NAATBatt:

A.  Price-fixing agreements: NAATBatt members may not discuss or agree upon arrangements to fix, alter, peg, stabilize, standardize, or otherwise regulate the prices paid by customers. Agreements among buyers fixing the price they will pay for a product or service is likewise prohibited. “Price” is defined broadly to include all price-related terms, including discounts, rebates, commissions, and credit terms. Agreements to fix, restrict, or limit the amount of product that is produced, sold, or purchased, or the amount or type of services provided, are also prohibited.

B.  Bid-rigging agreements: NAATBatt members will not discuss or enter into agreements or understandings on any method by which prices or bids will be determined, submitted, or awarded. This includes rotating bids, agreements regarding who will bid or not bid, agreements establishing who will bid to particular customers, agreements establishing who will bid on specific assets or contracts, agreements regarding who will bid high and who will bid low, agreements that establish the prices firms will bid, and exchanging or advance signaling of the prices or other terms of bids.

C.  Market or customer allocation agreements: NAATBatt members will not discuss or enter into agreements or understandings to allocate or divide markets, territories, or customers.

D.  Group boycotts or“ConcertedRefusalstoDeal”: NAATBatt members will not discuss or enter into agreements or understandings that involve joint efforts by firms with market power to boycott suppliers or customers in order to discourage them from doing business with a competitor.

E.  Exclusionary standard-setting, certification or code of ethics: NAATBattmembers shall not discuss, and NAATBatt shall not enact, any standards, certification programs, or codes of ethics that have the effect of fixing prices, result in an unlawful group boycott or unreasonably exclude others from the market.

F.  Vertical agreements concerning price: NAATBatt members shall not discuss or enter into any agreements between suppliers and resellers that establish minimum resale prices in violation of any applicable state, federal or foreign antitrust or competition laws.

G.  Tie-in sales: NAATBatt members shall not discuss or enter into any agreement pursuant to which a supplier conditions the sale of one product on a customer purchasing a second product.

H.  Exclusionary membership criteria: NAATBatt shall not establish any membership criteria that excludes any company in favor of its competitor.

The foregoing prohibited activities are not an exhaustive list of the discussions, actions and activities that may not take place within NAATBatt. NAATBatt and its members are bound by the obligation to comply fully with all applicable state, federal and international antitrust laws without exception. Each NAATBatt member, agent, officer, director and committee chair is responsible for ensuring its, his or her own full compliance.

III.   Rules for Standards, Certification, and Code of Ethics Setting Activities

From time to time, NAATBatt and/or NAATBatt committees may, for the purpose of general industry and pubic benefit, engage in the practice of setting standards, establishing certifications, and promulgating codes of ethics. The following rules shall apply to all such activities within NAATBatt:

A.  Open participation. Participationinthecreationofastandard, certification program, or code of ethics is voluntary and open on reasonable terms to all persons who are directly and materially affected. Any fee or cost charged to participants will be reasonable, and membership in the Corporation will not be a requirement for participation.

B.   Notice to interested parties. Timely notice of standards-setting, certification or code of ethics activities is provided to all parties known to be directly and materially affected.

C.   Consideration of all views.  All views, including any objections expressed by any company, will receive fair and equitable consideration such that no industry segment, interest group, or company dominates the process.

D.   Written procedures.  Any development of standards or certification criteria will be subject to written procedures promulgated by NAATBatt and will be available for review by any interested person. Such procedures will specify steps for reasonable and timely appeals regarding complaints from any member over any action or inaction with regard to NAATBatt’s standards, certification, or code of ethics activities.

IV.  Guidelines for Best Practices Discussions

From time to time, NAATBatt and/or NAATBatt committees may seek to develop “best practices” for certain activities relating to advanced battery technology. The following guidelines shall apply to all such “best practices” discussion and promulgation:

A. Objective of discussions. All industry practices discussed should involve an attempt to reduce costs, realize efficiency or improve the quality of service. Discussions should be limited to what is reasonably necessary to accomplish these legitimate goals.

B. Prices should not be discussed. Price and other competitively sensitive terms of trade should not be discussed in the “best practices” context. Specific present or future competitive plans and strategies of individual companies should not be discussed, nor should specific customer information or specific companies’ costs.

C. Best practices may not be exclusive. In discussing “best practices”, no agreement should be reached to use only a particular practice, to deal with suppliers or customers on particular terms, or to exclude a member or other competitor for using different practice.

V.   Procedures Applicable to All NAATBatt Meetings

A.   Publication of the Policy. A copy of this Antitrust Compliance Policy shall be posted on the NAATBatt website and either provided in writing or verbally referenced at the beginning of every NAATBatt meeting. A written copy of this Policy shall be provided to any NAATBatt member upon request.

B.   Meeting agendas. An agenda shall be prepared for every NAATBatt meeting showing the business to be conducted at the meeting. A copy of the agenda shall be distributed to each expected participant prior to the meeting.

C.   Meeting minutes. Accurate minutes of each meeting shall be kept. The chair of each meeting shall be responsible for keeping or appointing another participant to keep the minutes. The Secretary or Assistant Secretary of NAATBatt, or his or her designee, shall keep the minutes of each meeting of the NAATBatt Board of Directors. A copy of the minutes shall be retained by NAATBatt and be made available after the meeting to all meeting participants. Any member objecting to the minutes or any portion thereof shall promptly provide a written copy of his or her objections to the chairman of the meeting and to the Executive Director of NAATBatt.

VI.   General Matters

A.   Legal advice. NAATBatt shall not provide legal advice to any NAATBatt member or meeting participant with regard to antitrust matters. This Antitrust Compliance Policy does not constitute legal advice. Each NAATBatt member and meeting participant is responsible for educating itself, himself or herself about the requirements of applicable antitrust laws and for fully complying with them. Any questions concerning compliance must be directed to such member’s or participant’s own legal counsel.

B.   Obligation of Meeting Chairs. In the event that a person chairing a NAATBatt meeting becomes aware of any violation of this Policy that is occurring at the meeting, the chair person shall immediately adjourn the meeting.

C.   Obligation of Meeting Participants. In the event that any person participating in a NAATBatt meeting believes that there is a violation of this Policy occurring at the meeting, that participant shall immediately leave the meeting.

D.   Complaints and Investigations. Reports of noncompliance with this Antitrust Compliance Policy or other complaints should be quickly sent to the President and Executive Director of NAATBatt. If there is reason to believe that the Policy has been violated, an investigation will be promptly directed by the President, the Executive Director or the Executive Committee of the Board of Directors.

E.   Consequences of Violation. In the event that a member, person or meeting participant is determined to have violated this Antitrust Compliance Policy, that member, person or meeting participant shall be subject to such discipline as the Executive Committee of the Board of Directors of NAATBatt International shall determine up to and including a termination of NAATBatt membership.

Adopted: July 9, 2020