Resolved by the board of directors of IDEX Biometrics ASA on December 21, 2020, to replace the former Ethical Guidelines.

This Code of Conduct and Code of Ethics (“the Code”) applies to all permanent and temporary employees and hired staff, individual contractors, elected officers and board members (collectively “Staff”) working in or acting on behalf of IDEX Biometrics ASA or its subsidiaries or associated companies (“IDEX” or “the Company”).

IDEX is a biometrics company specializing in the design, development and sale of fingerprint identification and authentication solutions. The purpose of the Company is to create value for the shareholders while the business shall also be to the benefit for the Company’s customers, Staff, suppliers, other business relations and the society at large.

IDEX recognizes that the Code is only a starting point for establishing and maintaining sound business ethics in all parts of the Company. Practicing and emphasizing ethical conduct is everyone’s responsibility, and such behavior must be sustained through vigilance, discussion and reflections among all Staff. IDEX trusts the common sense and good judgement of its Staff.

IDEX’s board of directors, or any committee thereof delegated by the board, shall be responsible for administering the Code. The board has delegated day-to-day responsibility for administering and interpreting the Code to a Compliance Officer. The Company’s CFO has been appointed as our Compliance Officer under the Code.

Values and principles for behavior

The Company pays due respect to the norms and interests of the various stakeholders in the business. In addition to the shareholders, the Company considers its business partners, the Staff, the society at large and the authorities in the geographies in which the Company operates as stakeholders. IDEX is committed to maintain a high standard of corporate governance, be a good corporate citizen and demonstrate integrity and high ethical standards in all its business dealings. IDEX requires its Staff to always conduct themselves lawfully, honestly and ethically, and act with honesty and integrity. The Staff shall at all times contribute to effective and efficient operation of IDEX’s business.

It is important that IDEX Staff do not place themselves in situations whereby their fidelity can be undermined or they may be vulnerable to external pressure contrary to the Company’s or their own integrity.

IDEX’s Staff generally have other legal and contractual obligations to the Company. This Code is not intended to reduce or limit the other obligations that the Staff have to IDEX. Rather, the standards in this Code should be viewed as the minimum standards that IDEX expects from its Staff in the conduct of its business.

IDEX’s funds, assets, facilities, products, Staff, know-how, information, information systems, business network and other tangible or intangible resources shall only be used for the benefit of IDEX and its business or as otherwise intended by IDEX.

Social responsibility

IDEX makes every reasonable effort to secure a healthy, safe and lawful work environment and that the Company complies with all applicable laws, rules and regulations concerning occupational health, safety and environmental protection. The Company promotes equality and non-discrimination, non-harassment, fairness and ethical behavior. The Company offers a pleasant, well-equipped and safe work environment, maintains fair and balanced employment practices and equal employment opportunity policies and complies with all applicable labor laws. IDEX encourages and also expects similar commitment from its suppliers, partners and customers.

IDEX fulfils its role as a socially responsible member of society by the business it operates and how it is conducted. If and when publicity, attention and other benefits are evident and expedient for the business, the Company may be a sponsor. The Company refrains from charitable donations because such donations are not within the authority from the shareholders to the board and the management. In case IDEX Staff or shareholders should want to make such donations, it is more effective that they do so directly than via the Company. Gifts from IDEX may also establish or be considered to represent inappropriate ties. IDEX does not make any political contributions.

Labor rights

IDEX respects the human rights and labor rights of its Staff and the stakeholders of the Company. The business practices are fair and non-discriminating. IDEX does not engage in business with suppliers or customers that are known to violate human rights or labor rights or are involved in child labor.

IDEX acknowledges that “modern slavery” (slavery, servitude, forced and compulsory labor and human trafficking) is a crime. The Company has zero-tolerance of modern slavery, whether to adults or children. The Company takes all reasonable measures in the contracting processes to ensure that modern slavery is not taking place anywhere in IDEX or in any of the Company’s supply chains, and that the Company’s products are not provided to customers practicing or involved in modern slavery.

IDEX is committed to providing fair and equal opportunity for employment and advancement to all employees of the Company and applicants. Recruiting, assignments and promotions shall be based on qualifications, merit, and capability. The Company’s employment practices do not discriminate based on an individual’s physical appearance or status, creed or religion, marital or family status (including pregnancy), nationality or citizenship, sexual orientation or gender identity, veteran, or any other characteristic.

Within each geography, IDEX practices equal pay for equal work (no so-called gender pay gap). By appropriate placing of jobs in pay scales, IDEX seeks to provide equal pay for work of equal value. Equal pay relates to the full range of payments and benefits.

Climate and environment

IDEX complies with local laws and recognized environmental standards that apply to the Company’s activities. The Company is committed to minimizing use of energy, raw materials, water and other resources. IDEX makes every reasonable effort to minimize greenhouse gas emissions and waste generated from operations. Climate and environmental impact is taken into consideration when purchasing products and services. Suppliers must also operate their business responsibly.

Duty of confidentiality

IDEX Staff have a duty of confidentiality in relation to unauthorized persons concerning various matters such as but not limited to:

  • The Company’s business,
  • IDEX’s technology, products, trade secrets, past, present and future research and development,
  • The Company’s business plans and/or activities, strategies, methods and/or practices,
  • The prices, conditions and all other contents in agreements with customers and suppliers,
  • Other business secrets,
  • Information which is not generally known and which could have a noticeable effect on the value of the IDEX share,
  • Personal information about other members of Staff, and
  • Confidential information of IDEX’s business partners acquired in connection with an assignment for the Company.

This duty of confidentiality remains in force after a Staff member has left the Company. No individual can exploit any IDEX-specific information listed above in their own business or in the service of or working for others.

The duty of confidentiality does not apply in situations where authorities, internal or external auditors and any other rightful regulatory authority is requesting disclosure.

A Staff member may not use any piece of confidential information obtained in the service of IDEX for personal advantage.

Conflicts of interest (disqualification)

Conflict of interest arises when an employee’s personal activity or personal interest is contrary to the interest of the IDEX. IDEX Staff are obliged to conduct work with great objectivity and with no actual or perceived conflicts of interest (disqualification) of any kind. Such disqualification arises in circumstances where the confidence that the Staff member is taking an impartial view of an issue could be undermined. When a manager is disqualified in this sense on a given matter, all subordinates may also be disqualified in the same matter. All Staff members shall notify their superior if they have any material direct or indirect interest in any transaction contemplated or executed by the Company.

Staff who can influence or take decisions on behalf of IDEX must not participate in the consideration or determination of any issue where they or their related parties have personal or financial interests.

Staff members must be particularly cautious about owning shares in companies which are customers of, suppliers to or otherwise having a business relationship with the Company. The following rules apply: (i) Staff cannot hold shares in such companies unless the company is listed and publicly traded on a stock exchange, and (ii) Staff must report any such holding to the Company’s CFO and CEO, and fully comply with all rules pertaining to ownership and trading of such shares. This duty to inform does not extend to the purchase or ownership of units in mutual trusts/funds.

Related persons cannot be employed or elected into positions which are incompatible with recognized principles of independence, for example where one becomes the direct superior for the other or where one shall control the work of the other.

Each IDEX Staff must assess for themselves whether any actual or apparent conflicts of interest exist. If their case is not clear or if there is any doubt, or if somebody so requires, they must submit the question to their senior superior. If senior personnel face an actual or apparent conflict of interest, the matter shall be directed to the CEO or CFO or chairperson of IDEX, who may in turn notify the board as he or she deems appropriate.

Caution towards former IDEX Staff in a business context

IDEX Staff must be particularly cautious with regards to information exchange and offered/requested business terms when dealing with former IDEX Staff who work for suppliers, customers and competitors, and keep in mind that their former colleagues are external to IDEX and represent their new employers.


All business-related travel and hotel expenses for IDEX Staff shall be paid by IDEX. Existing or potential business contacts of the Company are prohibited from paying for travel, accommodation and so forth. Staff members are not permitted to accept from an existing or potential business contact, any such benefits for his/her accompanying persons.

Correspondingly, IDEX shall not pay for business travel of any business contact unless IDEX is contractually obliged to do so.

Compliance with Laws, Rules and Regulations

IDEX seeks to conduct its business in compliance with applicable laws, rules and regulations. No Staff member shall engage in any unlawful activity in conducting IDEX’s business or in performing his or her day-to-day duties, nor shall any Staff member instruct others to do so.


No bribery or corrupt payments

IDEX will comply with applicable anti-corruption laws, including the Norwegian Penal Code, UK Bribery Act and US Foreign Corrupt Practices Act (the “FCPA”).

Corruption is unethical and unacceptable, and violation may expose both IDEX and individuals to criminal liability and represent a risk to IDEX’s reputation.

IDEX Staff must comply with all applicable anti-corruption laws and are strictly forbidden from:

  • Offering, giving, soliciting or accepting, an improper advantage (bribes, kickbacks, and the provision of other improper benefits and advantages) in connection with a person’s position, office or assignment in either the public or private sector (including state hospitals, research institutions, utilities, public universities, or sovereign wealth funds), or public international organizations (such as the United Nations or the World Bank). The advantage (financial or other kind) is always considered improper if given with the intention to (i) induce a person to perform a relevant function or activity (e.g. awarding a contract, project, business, favorable treatment and/or benefit), or (ii) in order to reward a person for improper performance of such a function or activity.
  • Offering or giving, soliciting or accepting an improper advantage to a third party in exchange for this person trying to influence the conduct of someone else (trading in influence); or
  • Paying a facilitation or grease payment.

The FCPA prohibits IDEX and IDEX Staff from corruptly promising, offering, providing, or authorizing the provision of money or anything of value directly or indirectly to any foreign official and certain other persons to (i) influence any act or decision of the recipient in his or her official capacity, (ii) induce the recipient to do or omit to do any act in violation of his/her lawful duty, (iii) secure any improper advantage, or (iv) induce the recipient to influence any act or decision of a non-U.S. government or instrumentality, in order to obtain, retain, or direct business.

IDEX Staff is strictly prohibited from bribing political candidates or political parties or their officials.

One may be asked by certain parties to provide a bribe or other improper benefit in exchange for (i) the award of a contract or other business, (ii) the issuance or renewal of a concession, license, or business, construction, or other permit, (iii) an impermissible reduction in duties or other taxes, (iv) securing the purchase of state-owned land or other public assets, (v) avoiding mandatory inspections, (vi) obtaining a favorable inspection result or court decision even if the facts or circumstances do not support such a result, or (vii) the grant of some other improper advantage. This Code prohibits IDEX Staff from providing bribes or other improper benefits to any person to achieve any of these types of purposes.

This Code also prohibits Staff from soliciting or accepting bribes, kickbacks, or other improper payments/benefits from IDEX’s vendors or other persons in relation to our business.

This Code prohibits Staff from providing bribes or other improper benefits directly as well as indirectly through third parties such as sales representatives, consultants, agents, resellers, distributors, or other contractors or business partners (collectively “Intermediaries”).

This Code forbids Staff from using or paying any Intermediary responsible for government interactions unless (i) appropriate anti-corruption due diligence has been performed on that Intermediary and (ii) the Intermediary has executed a written agreement containing anti- corruption compliance clauses. In this regard, Staff must confer with the Compliance Officer, who maintains IDEX’S due diligence procedures and model anti-corruption clauses.

Before entering into a new business relationship, IDEX Staff shall always consider whether and to which extent integrity due diligence is required or warranted. Particular care should be made


  • there are ties to government or public officials;
  • business partners have a bad reputation (because of its location or otherwise);
  • there are questionable or unusual circumstances; or
  • there are unusual compensation and/or invoicing.

IDEX should always use written agreements and generally include in its agreements provisions on anti-corruption, anti-bribery, and access to audit where appropriate. IDEX should closely monitor agents and other intermediaries acting on behalf of IDEX and ensure that such intermediaries commit to this Code and participate in appropriate training.

IDEX Staff shall notify the Compliance Officer if they learn of any third party such as sales representatives, consultants, agents, resellers, distributors or other contractors or business partners of IDEX that engages in corrupt or other improper practices.

IDEX’s operations and internal control systems aim to prevent and detect financial irregularities, corruption, breach of competition law, theft, embezzlement, fraud, misappropriation of funds, favoritism or nepotism. IDEX Staff will support IDEX in maintaining accurate accounting records regarding all IDEX’s transactions.

Gifts, hospitality and other benefits

All gifts, hospitality and other benefits including the time spent and cost must be modest and able to stand the test of possible publication and/or public or authority inspection.

Nobody must accept, either for themselves or on behalf of others, gifts, mementos, fees, services or other benefits which could influence or be perceived to influence the way they discharge their duties or are intended to exert such influence by the giver. During negotiations, Staff should generally refrain from accepting any offers of hospitality beyond reasonable business meals and similar.

IDEX Staff may usually accept advertising giveaways of insignificant value.

IDEX Staff may accept invitations to entertainment and events that are clearly predominantly for the benefit of IDEX. Invitations that exceed customary and modest business hospitality should not be accepted. Invitations to entertainment or other events with little or no benefit for IDEX shall be regarded as a personal gift that must satisfy the criteria for gifts.

The FCPA and other anti-corruption laws prohibit the provision of money or things of value for corrupt or improper purposes. However, reasonably priced gifts, meals, entertainment, travel, and other benefits provided for non-corrupt business promotion or goodwill purposes may be permissible under the FCPA and other anti-corruption laws in certain cases. For instance, a plastic pen, a t-shirt, a coffee mug, a water bottle, a paper weight, or a hat of moderate value and embossed with IDEX’s logo (a “de minimis gift”) will generally not violate the FCPA. However, a car or a vacation will raise FCPA and other anti-corruption concerns, especially if such benefits are provided to a government official or other person who is responsible for making decisions in relation to IDEX’s business. In addition to complying with the FCPA, Staff must also ensure that the provision of a gift or other benefit does not violate local laws or policies that apply in the country where the recipient of the benefit is located. Some countries impose express limits on the value of gifts/benefits that a recipient can accept; other countries ban such gifts/benefits altogether even if given with no corrupt or improper intention.

As provided in the section on “Social responsibility” in this Code, IDEX shall not make any charitable donations or political contributions.

IDEX Staff must confer with the Compliance Officer prior to providing gifts (other than de minimis gifts), meals (other than reasonably priced meals), travel benefits, and other hospitalities to employees, officials, or agents of any government, political party, state-owned entity, or public international organization. The Compliance Officer will help you determine whether the provision of the benefit is permissible under the FCPA and local law. If the expense is approved, its value and business purpose must be recorded accurately in IDEX’s books. Cash gifts are strictly prohibited. Also, this Code prohibits Staff from providing gift cards or gift certificates that can easily be converted into cash.

International trade laws

IDEX will comply with all applicable laws and regulations that govern international operations. The United States and many other countries have laws that restrict or require licensing for the export or import of certain goods and services to other countries or to certain parties.

U.S. laws and regulations also impose various trade sanctions or embargoes against other countries or persons, and prohibit cooperation with certain boycotts imposed by some countries against others. IDEX does not participate in prohibited boycotts (e.g., the Arab League boycott of Israel).

IDEX Staff must comply with all applicable trade laws. Unless any required authorization from the U.S. Government is obtained, IDEX may not engage in any Company-related business involving (i) Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory that becomes subject to a U.S. trade embargo, or (ii) any individual or entity identified on applicable sanctions- or export-related restricted party lists, including the Specially Designated Nationals and Blocked Persons List, maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control.

Anti-money laundering compliance

IDEX will comply with all applicable anti-money laundering and combatting the financing of terrorism laws and regulations. Money laundering is the act of concealing or disguising the existence, illegal origins, and/or illegal application of criminally derived income so that such income appears to have legitimate origins or constitute legitimate assets. While money- laundering involves giving “dirty” money the appearance of legitimacy, terrorist financing generally involves using legally earned income to finance illegal activities. IDEX Staff are prohibited from engaging in any activity that facilitates money laundering or the funding of terrorist or criminal activities in connection with the Company’s business.

Related party transactions

Under this Code, any proposed transaction that has been identified as a Related Party Transaction, as defined below, may be consummated or materially amended only following approval by the Company’s Audit Committee in accordance with the provisions of this Code. In the event that it is inappropriate for the Committee to review the transaction for reasons of conflict of interest or otherwise, after taking into account possible recusals by Committee members, then the Related Party Transaction shall be approved by another independent body of the Board, which shall be referred to for purposes of this Policy as the “Committee.”

A Related Party Transaction shall mean a transaction or loan in which the Company or any of its parent or subsidiaries, on the one hand, and any Related Party, as defined in accordance with the prevailing laws and regulation, on the other hand, directly or indirectly, are, were or will be participants which is material to the Company or the Related Party, or that is unusual in their nature or conditions, involving goods, services, or tangible or intangible assets.

Under this Code, any Related Party Transaction, if not a Related Party Transaction when originally consummated, or if not initially identified as a Related Party Transaction prior to consummation, shall be submitted to the Committee for review and ratification as soon as reasonably practicable. The Committee shall consider whether to ratify and continue, amend and ratify, or terminate or rescind such Related Party Transaction.

Compliance with antitrust laws

IDEX respects the Norway Competition Act, UK Competition Act and US Antitrust Laws, and similar laws in the countries it operates. IDEX Staff is strictly forbidden to agree with competitors to fix, change or stabilize prices; to restrict output of products or services; to allocate or divide market (customers, products, geographical or otherwise); or to form a group boycott of suppliers or customers.

IDEX Staff is strictly forbidden to agree with its dealers fixed or binding minimum resale prices (recommended prices and maximum prices may be agreed).

Insider trading

Reference is made to IDEX’s Insider Manual, which is incorporated herein by reference. Misuse of Inside Information as defined in the Norwegian Securities Trading Act is prohibited by law and a punishable criminal offense. Misuse of Inside Information is illegal under the UK Criminal Justice Act and under the rules of United States Securities and Exchange Commission and related insider trading laws.

Reporting irregularities (‘whistleblowing’)

All conditions which give rise to ethical issues or matters that could involve a breach of applicable regulations and provisions, or circumstances which may cause loss of value or reputation for IDEX, should firstly be raised with the Staff member’s immediate superior. IDEX Staff who believe they have been offered bribes, or been subject to inappropriate pressure or attempts to exert such pressure or who wish to report or advise on any legal and ethical non- compliance incidents, dilemmas or concerns should immediately do so to their immediate superior. The same applies for environmental matters or issues relating to workplace safety, which matters can also be reported directly to the CTO. Financial matters shall be reported to the CFO. Any possible violations of the Company’s policies on behavior (anti-harassment) or equal employment opportunity should be disclosed in accordance with those policies.

It is the duty of all Staff to report any criminal acts and any circumstances where life or health is in danger to management and/or relevant authorities.

IDEX Staff is further encouraged to promptly report good faith complaints or concerns regarding accounting, auditing, internal accounting controls, fraud or violations of law, regulation or policy that could impact the Company’s financial statements (“Compliance Matters”). Compliance Matters include, without limitation, the following types of conduct:

fraud, deliberate error or gross negligence or recklessness in the preparation, evaluation, review or audit of any financial statement or other disclosure of the Company;

  • fraud, deliberate error or gross negligence or recklessness in the recording and maintaining of financial records or other disclosures of the Company;
  • deficiencies in, or noncompliance with, the Company’s internal accounting controls;
  • misrepresentation or false statement to management, regulators, the outside auditors or others or by a senior officer, accountant or other employee regarding a matter contained in the financial records, financial reports or audit reports or with respect to other disclosures of the Company;
  • deviation from full and fair reporting of the Company’s results or financial condition;
  • other violations of law, regulation or Company policy; or
  • such other matters as may be referred by the Audit Committee to the Compliance Officer.

We have also established a procedure under which complaints regarding violations or suspected violations of this Code, Compliance Matters, or concerns regarding this Code, may be reported anonymously. Employees may anonymously report these concerns to either (i) our Compliance Hotline at 855-717-0104 (toll free), (ii) our secure web form at or (ii) by delivering the complaint via regular mail to IDEX Biometrics ASA at Dronning Eufemias gate 16, NO-0191 Oslo, Norway, Attn: Compliance Officer.

While reports may be submitted anonymously (or the reporter may request that the identity is not disclosed to the Company), IDEX encourages reporters to identify themselves so that the hotline staff and/or the Company may follow up as necessary, for additional information. The recipients at the Company are the Director of HR and the CFO, as well as the chair of the Audit Committee, who will address the report as appropriate.

It is the Company’s policy to comply with all applicable laws that protect IDEX Staff against unlawful discrimination or retaliation by us or our agents as a result of their lawfully reporting information regarding, or their participation in, investigations involving Compliance Matters. IDEX will not discipline or retaliate against someone who reports in good faith, whether or not such information is ultimately proven to be correct. Concerns and complaints under this Code of Conduct will be forwarded to the relevant officer, manager, or the chair of the board for appropriate assessment who will determine whether an investigation is warranted and initiate the investigation if appropriate.

IDEX believes that internal reporting should be adequate for the issue to be resolved appropriately. It is, however, an individual’s right to report matters to the relevant public authorities.

Monitoring Compliance and Disciplinary Action

IDEX’s management, under the supervision of its board or, in the case of accounting, internal accounting controls, auditing or securities law matters, the Audit Committee, shall take reasonable steps from time to time to (i) monitor compliance with the Code, (ii) when appropriate, impose and enforce appropriate disciplinary measures for violations of the Code, and (iii) when appropriate, report violators to the appropriate authorities.

Any failure to comply with this Code may result in IDEX taking disciplinary actions against those involved in such non-compliance.

The Company’s management shall periodically report to the board on these compliance efforts including, without limitation, periodic reporting of alleged violations of the Code and the actions taken with respect to any such violation.

Code of Ethics for the CEO and Senior Financial Officers

The Chief Executive Officer and all senior financial officers, including the Chief Financial Officer, the chair of the board, the Audit Committee chair and members, any Director of Finance and persons performing similar functions (collectively, the “Senior Financial Officers” and together with the Chief Executive Officer, the “Named Officers”) shall:

  • engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • avoid conflicts of interest and disclose to the chair of the Audit Committee any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
  • take all reasonable measures to protect the confidentiality of non-public information about IDEX and its customers obtained or created in connection with their activities and prevent the unauthorized disclosure of such information unless required by applicable law or regulation or legal or regulatory process;
  • take all reasonable measures to achieve responsible use of and control over IDEX’s assets and resources;
  • promote full, fair, accurate, timely, and understandable disclosure in material respects in reports and documents that IDEX files with, or submits to, the U.S. Securities and Exchange Commission (the “SEC”), Oslo Børs and other regulators and in other public communications made by IDEX in accordance with the following guidelines: o all accounting records, and the reports produced from such records, must be in accordance with all applicable laws;
    • all accounting records must fairly and accurately reflect the transactions or occurrences to which they relate;
    • all accounting records must fairly and accurately reflect in reasonable detail in accordance with generally accepted accounting principles IDEX’s assets, liabilities, revenues and expenses;
    • all accounting records must not contain any materially false or intentionally misleading entries;
    • no transactions should be intentionally misclassified as to accounts, departments or accounting periods;
    • all transactions must be supported by accurate documentation in reasonable detail and in all material respects to be recorded in the proper account and in the proper accounting period;
  • no information should be concealed from the auditors; and compliance with IDEX’s system of internal controls is required;
  • comply with all governmental laws, rules and regulations applicable to IDEX’s business, including taking necessary steps to avoid and, where possible, prevent any violations of the securities laws; and
  • promptly report to the chair of the Audit Committee (or, if the chair is unavailable, to all other members of the Audit Committee) any fraud, whether or not material, involving management or other employees of IDEX who have a significant role in IDEX’s disclosures or internal controls over financial reporting; and promptly report any possible violation of this Section to the chair of the Audit Committee.

Good judgement

When in doubt, the Staff member’s own good judgement and integrity will often be crucial. In making such judgement or assessment, the Staff member shall consider the possibility that a decision or situation may need to be defended publicly to a critical audience, inspector or authority.

Quality of Public Disclosures

IDEX is committed to providing its shareholders with information about its financial condition and results of operations as required by the securities laws of Norway, the United States and all other relevant jurisdictions. It is the Company’s policy that the reports and documents it files with or submits to the SEC, Oslo Børs, and if applicable, other regulatory authorities, and the earnings releases and similar public communications made by IDEX, include fair, timely, understandable, full and accurate disclosure. Staff who are responsible for these filings and disclosures, including the Company’s principal executive, financial and accounting officers, must use reasonable judgment and perform their responsibilities honestly, ethically and objectively in order to ensure that this disclosure policy is fulfilled. IDEX’s senior management is primarily responsible for monitoring the Company’s public disclosure.

Management responsibility

Every manager in IDEX is responsible for ensuring that all subordinated Staff members are familiar with these guidelines and has understood how they are to be applied.

Waivers and Amendments

No waiver of any provisions of the Code for the benefit of a director or an executive officer (which includes, without limitation, for purposes of this Code, IDEX’s principal executive, financial and accounting officers) shall be effective unless (i) approved by the board or, if permitted, a committee thereof, and (ii) if applicable, such waiver is promptly disclosed to the Company’s shareholders in accordance with applicable U.S. securities laws and/or the rules and regulations of the exchange or system on which IDEX’s shares are traded or quoted, as the case may be.

Any waivers of the Code for other Staff may be made by the board or, if permitted, a committee thereof.

All amendments to the Code must be approved by the board and, if applicable, must be promptly disclosed to IDEX’s shareholders in accordance with applicable U.S. securities laws and/or the rules and regulations of the exchange or system on which IDEX’s shares are traded or quoted, as the case may be.