Contract
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1 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. FRAMEWORK AGREEMENT DATED 9 NOVEMBER 2023 among (1) GEELY AUTO GROUP CO., LTD. (2) POLESTAR PERFORMANCE AB and (3) RENAULT KOREA MOTORS CO., LTD. 2 TABLE OF CONTENTS 1. DEFINITIONS ............................................................................................................................ 3 2. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS ............................... 4 3. THE PROJECT .......................................................................................................................... 5 4. PROJECT AGREEMENTS .................................................................................................. 10 5. INVESTMENTS ...................................................................................................................... 10 6. BUSINESS TERMS ................................................................................................................ 11 7. TAKE OR PAY, EXIT COST AND CAPACITY COMPENSATION....................... 13 8. INTELLECTUAL PROPERTY RIGHTS ........................................................................ 14 9. GOVERNANCE AND CHANGES ..................................................................................... 14 10. RESPONSIBLE BUSINESS ................................................................................................. 16 11. INDEMNIFICATION ............................................................................................................ 19 12. CONFIDENTIALITY ............................................................................................................ 19 13. TERM AND TERMINATION ............................................................................................. 21 14. FORCE MAJEURE ................................................................................................................ 22 15. GOVERNING LAW ............................................................................................................... 22 16. SETTLEMENT OF DISPUTES .......................................................................................... 22 17. PERSONAL DATA PROTECTION .................................................................................. 23 18. AUDIT RIGHTS ...................................................................................................................... 23 19. MISCELLANEOUS ................................................................................................................ 24 20. SCHEDULES............................................................................................................................ 26 SCHEDULE 1. DEFINITIONS .................................................................................................................... 30 3 FRAMEWORK AGREEMENT This FRAMEWORK AGREEMENT (the “Agreement”) is dated 9 November, 2023 by and between: 1. Geely Auto Group Co., Ltd, Reg. No. 91330201MA2CK3LC02, a company incorporated under the laws of the People’s Republic of China whose registered address is Xx. 000, Xxxxxx 0xx Xxxx, Xxxxxxxx Xxx Xxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, PRC (“Geely”, when it refers to Geely in the Agreement, it would also include Geely Affiliate(s) entities as the case may be); 2. Polestar Performance AB, Reg. No. 556653-3096, a limited liability company incorporated under the laws of Sweden (“Polestar”), whose registered address is Xxxxx Xxxxxxxxxxxx xxx 0, 000 00 Xxxxxxxx, Xxxxxx when it refers to Polestar in the Agreement, it would also include specific Polestar Affiliate(s) entities referred to in this Agreement as the case may be); and 3. Renault Korea Motors Co., Ltd., Reg. No. 180111-0330380, a company duly organized and existing under the laws of Republic of Korea ("Korea”) whose registered address is Renault Xxxxxxx Xxxxx 00, Xxxxxxx-xx, Xxxxx, Xxxxx (the “RKM”). Geely, Polestar and the RKM are hereinafter referred to individually as a “Party” and collectively as the “Parties”. WHEREAS: (A) Geely and Polestar have entered into and will enter into a serial of agreements involving Polestar outsourcing the development and manufacturing of a Polestar branded vehicle with the project code [***] (“[***] Vehicle”) to Geely, which will be manufactured in a Geely owned plant in PRC (“[***] Vehicle Base Project”); and (B) The Parties have agreed to cooperate in the localization of [***] Vehicle in Korea. (C) For the purpose of the cooperation mentioned in paragraph (B) above, the Parties have agreed to enter into this Agreement. NOW IT IS HEREBY AGREED AS FOLLOWS: 1. DEFINITIONS Unless otherwise defined in this Agreement (other than in Schedule 1), capitalized terms shall have the meaning set forth in Schedule 1. 1.1 Interpretation 1.1.1 Unless otherwise stated, references to Sections and Schedules refer to sections and schedules of this Agreement. 1.1.2 References to statutory provisions are to be construed as references to those provisions as respectively amended or re-enacted from time to time. 1.1.3 Where the context permits, the expressions the “Parties” include their respective successors, individual representatives and permitted assigns. 1.1.4 In construing this Agreement, references to persons include bodies corporate and unincorporated. 1.1.5 The table of contents and section headings are for convenience only and have no effect on the construction or interpretation of this Agreement. 4 1.1.6 Unless expressly provided otherwise, the words “include” and “including” and words of similar import when used in this Agreement shall be deemed to be followed by the words “without limitation or prejudice to the generality of any description, definition, term or phrase preceding that word”. 1.1.7 A “day” is a reference to a calendar day; a reference to a period of time should be construed as a period of time exclusive of the beginning day of such period, and if the last day of such period is not a Business Day, the period ends on the next day that is a Business Day. 1.1.8 A “month” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, unless there is no numerically corresponding day in the month in which that period ends, in which case that period ends on the last day in that calendar month. 1.1.9 Words denoting any gender shall include all genders. 1.1.10 Where the context requires, words importing the singular include the plural, and vice versa. 2. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 2.1 Each Party represents and warrants to the other Parties that: 2.1.1 Organization, existence and good standing: it is a company with legal person status duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; 2.1.2 Authority and validity: (a) it has full right, power and authority to execute and perform all its obligations under this Agreement; (b) it has taken all appropriate and necessary corporate action to authorize the execution of this Agreement; (c) its signatory to this Agreement is either its legal representative or its duly empowered representative; and (d) this Agreement has been duly executed and delivered by it, and constitutes legal, valid and binding obligations enforceable in accordance with its terms. For the avoidance of doubt, Schedule 2 (Project RASIC), Schedule 3 (Vehicle Project Planning), Schedule 4 (The Details of Investment and Project Costs), Schedule 5 (Payment Plan of Investment and Project Costs), Schedule 6 (The List of Localized Parts) and Schedule 7 (The List of the Necessary Data) may change throughout the project subject to the change process set forth in Section 9.5. 2.1.3 Government consents: it has obtained all consents, approvals and authorizations necessary from the governmental authorities for the valid execution of this Agreement; 2.1.4 Compliance with laws and regulations: it has not taken any action which violates applicable laws, ordinances and regulations, resolutions, decrees and other similar laws, regulations, documents and instruments of all relevant courts and governmental authorities, bureaus and agencies, resulting in a material adverse effect on its ability to perform its obligations under this Agreement;
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9 between Polestar and Geely. b) RKM is responsible for defects originating from Busan Plant Manufacturing. The scope of the responsibilities and liability cap will be defined and agreed in the Manufacturing and Vehicle Supply Agreement. c) RKM and Geely are responsible for handling claims originating from defective parts of their respective suppliers. The actual compensation received from the suppliers should be passed on Polestar. The detailed process and the cost for supplier recovery will be defined and agreed between the Parties in the Definitive Agreements. d) Geely is responsible for [***]. e) RKM is responsible for [***]. f) Geely will be responsible for the design and release of solutions, with approval of Polestar and RKM, to product related quality issues. The terms and cost for the work will be defined and agreed in a separate Ancillary Agreement. g) RKM will be responsible for the design and release of solutions, with the approval of Polestar and Geely, to manufacturing related quality issues. The terms and cost for the work will be defined and agreed in the Manufacturing and Vehicle Supply Agreement. h) If the quality issue is related to both product and manufacturing or if the issue is very urgent the Parties should cooperate to find an efficient solution. i) Geely will, subject to further agreement, grant access for Polestar to technical data for Polestar to be able to manage the quality related process in accordance with this Section 3.7.2. 3.7.3 Field Services Actions and Authorities’ Investigations: a) For the avoidance of doubt, Polestar shall approve in due time all communication to external parties and authorities. Polestar shall also decide on all field service actions (including recalls) and instruct RKM in their related communication to concerned parties and authorities. RKM shall in turn, relay to Polestar, all communications from any authority, related to questions or investigations regarding Polestar products, without delay and without altering the content. b) Polestar and RKM agree that for the specific case of recalls in the Korean market, the decision of field service actions should be made jointly and in compliance with local regulation. 3.7.4 Product Certification: a) [***]. The estimated cost is included in the project cost outlined in Schedule 4. b) [***] 3.8 Aftersales Spare Parts and Services 3.8.1 The Parties agree that the supply of aftersales spare parts of the Target Vehicle shall be managed by Geely for Dual-sourced Parts and RKM for the Unique Localized Parts. 3.8.2 Geely and RKM shall communicate to the Polestar all necessary information as required by 10 applicable laws and in accordance with the terms of the Definitive Agreements to perform certain aftersales service. 3.8.3 The detailed conditions shall be agreed in the relevant Aftersales Spare Parts Supply Agreements and the Ancillary Agreement regarding aftersales services between the Parties separately. 3.9 Data sharing to perform the Project A list of data requested by RKM for the execution of the Project is attached in Schedule 7 (The List of the Necessary Data). The Parties will in good faith review the list in Schedule 7 (Necessary Data) for the purpose of securing the most efficient manufacturing process development. The Parties should agree on fee, if any, payable to Geely relating to the Necessary Data (including updates). Data already paid for by Polestar under other relevant agreements should not be subject to an additional fee. 4. PROJECT AGREEMENTS 4.1 This Framework Agreement sets the framework for inter alia the localization of the Target Vehicle, the production and supply of Polestar Vehicles in the Plant as well as the financial arrangements agreed between the Parties. Due to the Parties’ cooperation mode, Parties have entered into and will enter into different agreements for the different functions and phases of the Project. 4.2 Definitive Agreements In the event that there are any contradictions or inconsistencies between this Framework Agreement and any of the Definitive Agreements, the Parties agree that the Definitive Agreements shall prevail unless the contractions or inconsistencies affect a Party not Party to the Definitive Agreement. In such, the Framework Agreement shall prevail until the Parties have agreed otherwise. 4.2.1 The Definitive Agreements will include: [***] (collectively, the “Definitive Agreements”) 4.2.2 The signing plan of the Definitive Agreements is set forth in Schedule 9. 4.3 Ancillary Agreements The Parties acknowledge and agree to make their respective commercially reasonable efforts to enter into, or have its applicable Affiliate enter into, such ancillary agreement (such agreements other than this Agreement or the Definitive Agreements, the “Ancillary Agreements”) as the Parties deem necessary and appropriate for the Project. 5. INVESTMENTS 5.1 Overview 5.1.1 The general principle is that the costs for the production of the Target Vehicles in the Plant shall be borne by Polestar under the Manufacturing and Vehicle Supply Agreement and thus covered by the price to be paid for the Target Vehicles thereunder, calculated in accordance with the principles set forth in the Manufacturing and Vehicle Supply Agreement. Notwithstanding the aforementioned, the Parties acknowledge and agree that the production 11 of the Target Vehicles is dependent upon the allocation of initial investments and payments as set out in this Section 4. 5.1.2 The details of the investments including the estimated amounts and payment plan are outlined in Schedule 4 (the Details of Investment and Project Costs) and Schedule 5 (Payment Plan of Investment and Project Costs). 5.1.3 RKM and Polestar have agreed that RKM [***]. Approval of sourcing shall be done in accordance with the Schedule 2 (Project RASIC). 5.1.4 By entering into this Agreement, the Parties acknowledge that (i) they have entered into a binding agreement relating to the investments within the scope set out herein that are required to enable the production of the Target Vehicles and (ii) that the Parties have agreed on the pricing methodology further outlined in Section 6.1 below. 5.2 Vendor Tooling and the Plant In-house Specific Investments 5.2.1 Vendor Tooling and the Plant In-house Specific investment shall be directly invested by Polestar. [***]. 5.2.2 RKM and Polestar recognize that a[***]. 5.3 Plant Non-specific Investments 5.3.1 Plant Non-specific Investments shall be invested by RKM and recharged to Polestar in the Target Vehicle price on the volume to be agreed by RKM and Polestar. 5.3.2 RKM and Polestar recognize that [***]. 5.4 IS/IT To the extent of the amount agreed in the quotation as set forth in Schedule 5 (Payment Plan of Investment and Project Costs), each Party is responsible for performing their respective IS/IT development and adaptation work required for the Project. The Parties will in good faith discuss and agree how to manage additional cost, if any, relating to IS/IT. 6. BUSINESS TERMS 6.1 Pricing of Target Vehicle The principles for calculating the arm´s length prices of the Target Vehicle are specified in the table below. Only for the purpose of this Section 6.1, the capitalized terms used in the table below shall have the meaning set forth in this Section 6.1. [***] 6.2 [***]Pricing of KD Parts The KD Parts pricing will be agreed between the Parties. The KD Parts Supply Agreement to be entered into between RKM and Geely should be subject to Polestar´s approval and such approval should not be unreasonably withheld. 12 6.3 Payment Terms, Incoterms and Currency 6.3.1 The Parties will [***] 6.3.2 Complete Target Vehicles: a) Invoice for a Target Vehicle shall be issued by RKM to Polestar when the complete Target Vehicle has been delivered in accordance with Section 6.3.2 [***]). b) The invoicing and payment shall be made in KRW by bank transfer, unless otherwise agreed between RKM and Polestar. c) All amounts and payments referred to are exclusive of VAT, and any other taxes, for example withholding tax and surcharges. VAT is chargeable on all invoiced amounts only when required by local law and shall be borne by the Polestar. Polestar may appoint a Third Party to handle the requisite VAT registration and recovery. 6.3.3 Vehicle Delivery Terms: a) Unless otherwise agreed between the Parties, the delivery of the Target Vehicles shall take place at[***]agreed between the Parties. b) RKM shall notify Polestar when a Target Vehicle is Factory Complete by registering the Target Vehicle as Factory Complete in the system used by the Parties for such communication. c) Title and risk of loss or damage of the Target Vehicle with respect to each Target Vehicle passes to Polestar at the moment of invoicing in accordance with this Section. d) The working procedure [***] shall be agreed separately by the Parties. 6.3.4 KD Parts: a) Geely shall sell and RKM shall purchase certain quantities of KD Parts to be ordered by RKM for which the detailed terms shall be agreed in the KD Parts Supply Agreement to be entered into between Geely and RKM. b) For the avoidance of doubt, the KD Parts shall only be used by RKM in the assembly of the Target Vehicles in the Plant. c) The KD parts shall be ordered on an individual part ordering basis and aligned with the Target Vehicle ordering plan. d) The delivery of KD Parts shall [***]t. e) Geely shall [***] f) The KD parts shall be invoiced in [***]. 6.4 Delay of delivery of Vehicles 6.4.1 RKM and Polestar agree that RKM, under the Supply and Manufacturing Agreement, shall take all reasonable measures to deliver the Factory Complete Target Vehicles on time and to the quantities agreed in accordance with the agreed volume planning process. 6.4.2 If a delay of the delivery of the Target Vehicle is caused by a component and parts supplier, RKM and Geely shall, to the extent possible, procure that such component and parts supplier
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25 b) In the English language; and c) Sent by a Permitted Method (as defined below) to the Notified Address. 19.6.2 “Permitted Method” means any of the methods set out in the first column below. The second column sets the date on which a Notice given by such Permitted Method is deemed to be given, provided the Notice was properly addressed and sent in full to the Notified Address: Permitted Method Date on which the Notice is deemed given e-mail The day if sent during the business hour during the Business Day. Otherwise, the next Business Day Personal delivery When left at the Notified Address, as evidenced by a written receipt Registered or pre-paid post in Korea Two (2) business days after posting Pre-paid airmail Six (6) business days after posting 19.6.3 The Notified Address of each Party is set out below: To Geely : Geely Auto Group Co., Ltd 0000 Xxxxxxxxx Xxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx PRC Attention: [***] Email: [***] To RKM: Renault Korea Motors Co., Ltd Renault Samsung Daero 00 Xxxxxxx-xx, Xxxxx, Xxxxx Xxxxx Attention: [***] Email: [***] With a copy not constituting notice to: Renault Korea Motors Co., Ltd Attention: Legal Counsel Email: [***] To Polestar: Polestar Performance XX Xxxxx Xxxxxxxxxxxx xxx 0 000 00 Xxxxxxxx Xxxxxx Attention: [***] Email: [***] With a copy not constituting notice to: 26 Polestar Performance AB Attention: Legal Counsel Email: [***] A Party may, by Notice to the other Parties, substitute any other Notified Address for the Notified Address set out above. 19.7 Severability If any term or provision in this Agreement is held to be illegal or unenforceable in whole or in part under any enactment or rule of law, such term or provision, or such part of the term or provision, is deemed to that extent not to form part of this Agreement, but the enforceability of the remainder of this Agreement will not be affected. The Parties shall negotiate in good faith as soon as possible to replace any such illegal, invalid or unenforceable provision hereof by a suitable provision as comes closest to the original intent and to the benefit of the Parties in an acceptable manner so as to consummate the transactions contemplated herein as originally contemplated as much as possible. 19.8 Waiver Any Party’s failure to insist on the strict performance of any provision of this Agreement shall not be deemed to be a waiver thereof or of any right or remedy for breach of a like or different nature. No waiver is effective unless specifically made in writing and signed by a duly authorized officer of the Party granting such waiver. 20. SCHEDULES 20.1 The schedules of this Agreement include the following: • Schedule 1 (Definitions) • Schedule 2 (Project RASIC) • Schedule 3 (Vehicle Project Planning) • Schedule 4 (The Details of Investment and Project Costs) • Schedule 5 (Payment Plan of Investment and Project Costs) • Schedule 6 (The List of Localization of Parts) • Schedule 7 (The List of the Necessary Data) • Schedule 8 (Governance) • Schedule 9 (Definitive Agreements Signing Plan) • Schedule 10 (Quality Targets) • Schedule 11 (Polestar’s Code of Conduct for Business Partners) [Signature Pages Follow] Signature Page to Framework Agreement – [***]KR IN WITNESS whereof, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative on the date first set out above. Concurrently with the execution of this Agreement, each of the Parties hereto has caused all pages of the attached Schedules to be initialed by its duly authorized representative on the date first set out above. (signature page) FOR Geely Auto Group Co., Ltd.: Xxxx Xxxxxxx, Vice President _____________________________________________ Authorized Representative: Signature Page to Framework Agreement – [***]KR FOR Polestar Performance AB: Xxxxx Xxxxxxxx, Head of Operations ______________________________________________ Authorized Representative: Xxxxx Xxxxxxxx, Head of Operations Xxxx Xxxxxxxx, General Counsel ______________________________________________ Authorized Representative: Xxxx Xxxxxxxx, General Counsel
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Signature Page to Framework Agreement – [***]KR FOR Renault Korea Motors Co., Ltd.: Xxxxxxxx Xxxxxxxx, CEO ______________________________________________ Authorized Representative: Xxxxxxxx Xxxxxxxx, CEO 30 SCHEDULE 1. DEFINITIONS “Affiliate” means any corporation, association, or other entity which, directly or indirectly, controls a Party or is controlled by said Party or is under common control with said Party, where “control” means power and ability to direct the management and policies of the controlled enterprise through ownership of voting shares of the controlled enterprise or the right or power in fact to direct policy or management of such other entity, specifically, (i) for Polestar, any other legal entity that is directly or indirectly controlled by Polestar Automotive Holding UK PLC, however excluding Geely and its Affiliates; and (ii) for Geely, any other legal entity that is directly or indirectly controlled by [Geely Auto Group Co., Ltd.] however excluding Polestar and its Affiliates. “Agreement” has the meaning set forth in the Preamble. “Ancillary Agreements” has the meaning set forth in Section 4.2. “Background IP” means any and all Intellectual Property Rights which are conceived, developed, made, acquired or possessed by a Party and/or its affiliates (i) prior to the commencement of the Project and/or (ii) outside the scope of the Project. “Business Day” means any day, other than a Saturday or Sunday, on which banks are open for business in Seoul, Korea, Beijing, the PRC, and Goteborg, Sweden. “CBU Manufacturing” means complete built up manufacturing including stamping, body assembly, paint, trim and chassis. "Confidential Information” means any and all non-public information regarding the Parties and their respective businesses, whether commercial or technical, in whatever form or media, including but not limited to the existence, content and subject matter of this Agreement, information relating to Intellectual Property Rights, concepts, technologies, processes, commercial figures, techniques, algorithms, formulas, methodologies, know-how, strategic plans and budgets, investments, customers and sales, designs, graphics, CAD models, CAE data, statement of works (including engineering statement of works and any high level specification), targets, test plans/reports, technical performance data and engineering sign-off documents and other information of a sensitive nature, that a Party learns from or about the other Parties prior to or after the execution of this Agreement. “Data” means the collection of recorded values (which can be characters, numbers or any other date type) that can via processing to be extracted to meaning or information, relating to the Target Vehicle. “Data Controller” means a natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. “Data Subject” means an identified or identifiable natural person to whom Personal Data relates. “Definitive Agreements” has the meaning set forth in Section 4.2. 31 “Dual-sourced Parts”: means parts which are dual-sourced and interchangeable between different sourcing alternatives and the list of which should be further agreed between the Parties. "Factory Complete" means when a Target Vehicle fulfils and complies with all RKM’s inspections and quality assurance processes, being in a deliverable condition and fully checked by RKM to be in compliance with Polestar’s demands and requirements. “Force Majeure” means any event, circumstance or condition that (i) directly or indirectly prevents the fulfilment by the affected Party of any material obligation under this Agreement, (ii) is beyond the reasonable control of the affected Party, and (iii) could not have been avoided by the exercise of reasonable prudence, or reasonably overcome in whole or in part by such affected Party. Subject to the fulfilment of the aforementioned conditions (i), (ii) and (iii), a Force Majeure Event includes, but is not limited to, acts of God, war, terrorism, commotion, riot, blockade or embargo, fire, explosion, earthquake, epidemic, flood, windstorm. “Government Official” means (a) any official, officer, employee, director, principal, consultant, agent or representative of any government, ministry, body, department, agency, instrumentality or part thereof, any public international organization, any state-owned or state- controlled entity, military forces, agency or enterprise, or of any political party; (b) any person acting in an official capacity or exercising a public function for and on behalf of any of the foregoing; and (c) any candidate for political office. “Hardship Event” means a material shortage or constraint of supply of parts, beyond the Parties’ reasonable control which objectively makes the fulfilment of the delivery obligation becomes excessively onerous from a commercial or financial perspective. “Intellectual Property Rights” or “IP” means all intellectual and industrial property rights and similar rights of any kind whatsoever existing now or hereafter, including but not limited to present and future copyrights, designs, inventions, patents including process patents, design rights, topography rights, models, whether or not registered, and including applications for registration, rights in Confidential Information and Know-How to the extent protected under applicable laws anywhere in the world. For the avoidance of doubt, Trademarks are not comprised by this definition. “KD Parts” means parts and components which will not be localized but will be carry-over from the [***] Vehicle and supplied by Geely to RKM for the production of the Target Vehicle (for the sake of clarify, Localized Parts are not considered as KD Parts). “Know-How” shall mean all confidential and proprietary industrial, technical and commercial information and whether in tangible or intangible form comprising but not limited to processes, methodologies, trade or industrial secrets, techniques, tables of operating conditions, specifications, component and feature lists. “Life Cycle” means the period from the SOP Dates to the end of production dates of the Target Vehicles as agreed by the Parties. “Localized Parts” means parts and components which will be localized and sourced from Korean suppliers, with production in Korea, for the production of the Target Vehicles in the Plant and as specified in Schedule 6 (The List of Localized Parts). “Notice” has the meaning set forth in Section 19.6.1. 32 “Parties” has the meaning set forth in the Preamble. “Personal Data” means any information relating to the Data Subject. “Plant” has the meaning as set forth in Section 3.4.2a). “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. “PRC” means the People’s Republic of China (only for the purpose of this Agreement, excluding Hong Kong, Macau and Taiwan). “Project” has the meaning set forth in Section 3.1.1. “Project RASIC” means the agreed split of responsibilities between the Parties the management of the Project and relevant Life Cycle of the Target Vehicles, in accordance with the RASIC attached as Schedule 2. “Project Reference Volume” has the meaning set forth in Section 3.3.1. “[***]KR PPGM” means Polestar Program Governance Meeting as further described in Section 9.2. “[***] Vehicle” has the meaning set forth in the Recitals. “[***] Vehicle Base Project” has the meaning set forth in the Recitals. “Receiving Party” means the Party (and/or its Affiliates or representatives) who receives the Confidential Information from the Disclosing Party. “SOP” means the dates of start of production of the Target Vehicle. “SOP Dates” means the dates of start of production of the Target Vehicle to be further agreed by the Parties in the relevant Definitive Agreement. “Target Vehicles” means the vehicle set forth in Section 3.2a). “Technical Specifications” means (i) all the required vehicle specifications as agreed between Geely and Polestar that are necessary to manufacture the Target Vehicle and (ii) all other written or printed technical information or software stored in any media or materials or prototypes communicated to RKM by Polestar(or Geely on behalf of Polestar) and all reproductions, excerpts and summaries thereof, and all modifications and/or improvements thereof made by or for RKM and (iii) Know-How. Examples are necessary product drawings, material lists, assembly instructions and quality requirements on paper or in electronic form provided by Geely to RKM for the manufacturing of the Target Vehicle in accordance with the terms and conditions of this Agreement. “Third Party” means any Person that is not a Party.
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33 “Trademarks” means trademarks (including part numbers that are trademarks), service marks, logos, trade names, business names, assumed names, trade dress and get-up, and domain names, in each case whether registered or unregistered, including all applications, registrations, renewals and the like. “Unique Localized Parts” means Localized Parts which is mono-sourced/single-sourced and not interchangeable with other sourcing alternatives and the list of which should be further agreed between the Parties. “Vehicle Product Engineering” has the meaning set forth in Section 3.4.1a). “Vehicle Production Development” has the meaning set forth in Section 3.4.2a). 1Internal Information - Polestar Key Information [***] SCHEDULE 2: RASIC [***] Confidential C SCHEDULE 3: Vehicle Project Planning [***] 3Internal Information - Polestar SCHEDULE 4: The Details of Investment and project costs (1/3) RKM and Polestar have agreed that RKM [***] [***]
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4Internal Information - Polestar SCHEDULE 4: The Details of Investment and project costs (2/3) [***] 5Internal Information - Polestar SCHEDULE 4: The Details of Investment and project costs (3/3) [***] 6Internal Information - Polestar SCHEDULE 5: Payment plan of Investment and project costs RKM and Polestar have agreed that RKM [***] [***] 7Internal Information - Polestar Schedule 6 – Localization Parts [***]
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8Internal Information - Polestar SCHEDULE 7: The List of the Necessary Data [***] Renault9 Strategy level meeting Steering Committee Governance Meeting (***) PPGM Milestone meeting * Sourcing committee Working Level Meeting Vehicle Project Management Meetings ** Business Frequency: On demand/Weekly Frequency: Quarterly or Adhoc Frequency: Weekly/On demand Level#1 • Polestar CEO/COO • Geely: Geely VP • RKM : CEO Participants Level#3 **** • Polestar: Project/Business manager • Geely : Project/Business manager • RKM: CVE/CPE/PPM/Business Leader Level#2 *** • Polestar: Program/Finance director • Geely : Program director • RKM: Program/Finance director SCHEDULE 8: Governance Structure Renault10 SCHEDULE 9: Definitive Agreements Signing Plan [***] Internal Information - Polestar [***] [***] Schedule 10 - Quality Target [***] Vehicle Base Project (1/2)
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Internal Information - Polestar 12 Schedule 10 - Quality Target [***] Vehicle Base Project (2/2) [***] [***] Polestar Legal is responsible for ensuring that the latest version of this Code of Conduct for Business Partners is published and available on xxxxxxxx.xxx and for all employees on the Polestar intranet. The original language of this document is English. POLESTAR CODE OF CONDUCT FOR BUSINESS PARTNERS Page 2 of 12 Table of Contents Purpose ...................................................................................................................................... 3 Principles .................................................................................................................................... 3 Polestar’s Expectations from its Business Partners .................................................................. 4 A. Working Conditions and Human Rights ......................................................................... 4 Child Labour ....................................................................................................................... 4 Forced Labour .................................................................................................................... 4 Terms of Employment ........................................................................................................ 4 Wages and benefits ............................................................................................................ 4 Working Hours .................................................................................................................... 5 Freedom of Association and Collective Bargaining ........................................................... 5 Health and safety ................................................................................................................ 5 Non-Discrimination and Equal Opportunities ..................................................................... 5 B. Caring for the Environment ............................................................................................. 5 General expectations.......................................................................................................... 5 Environmental impact of Business Partners’ operations ................................................... 6 Responsible Sourcing of Minerals and Metals ................................................................... 6 Precautionary Principle....................................................................................................... 7 C. Business Integrity ........................................................................................................ 7 Anti-Corruption.................................................................................................................... 7 Conflict of Interest ............................................................................................................... 8 Fair Competition and Business Practices .......................................................................... 8 Trade Sanctions and Export Control .................................................................................. 9 Protecting Polestar’s Confidential Information and Intellectual Property .......................... 9 Data Protection ................................................................................................................. 10 D. Audit right .................................................................................................................. 10 E. Reporting and Cooperation........................................................................................... 10 F. Consequences of violations .......................................................................................... 11 Page 3 of 12 PURPOSE This Code of Conduct for Business Partners (the “Code”) articulates a vision of responsible business behaviour and sets forth the business principles that Polestar1 requires all its Business Partners to abide by in the course of their business relationship with Polestar. The term “Business Partner” covers any person or entity (including its directors, officers and employees) that Polestar does business with, including but not limited to organisations that supply goods or services to Polestar, or that sell Polestar products and services, and representatives who conduct business on Polestar’s behalf. PRINCIPLES Polestar is committed to responsible business and intends to demonstrate this commitment to integrity, business responsibility and trust throughout its value chain. Therefore, Polestar expects the same level of commitment from its Business Partners. By entering into a business relationship with Polestar and during the term of this business relationship, Business Partners are required to: - conduct their business in compliance with applicable laws and regulations (which requires Business Partners to maintain awareness regarding these laws and regulations) and with the principles stated in this Code; and - ensure that their employees and subcontractors are made aware of and comply with applicable laws and regulations and with the principles set forth in this Code; in particular, Business Partners are expected to choose the suppliers they retain in relation with Polestar business with appropriate due diligence, communicate the principles set out in this Code (or equivalent principles) to their suppliers and ensure compliance with these principles. This Code covers Polestar’s requirements and expectations on its Business Partners when it comes to protecting working conditions and human rights, caring for the environment and doing business with integrity (including a zero tolerance policy for bribery and corruption). There may be instances when the principles set forth in this Code differ from local law or customs in a particular country. If that is the case, and local law or customs impose higher standards than those set out in this Code, local law and customs should always apply. On the other hand, if this Code provides for a higher standard, the Code should prevail, unless this results in illegal activity. This Code includes requirements that are based on internationally recognized principles that Polestar strongly supports, such as: - internationally-proclaimed human rights conventions, in particular the International Bill of Human Rights, the eight core conventions of the International Labour Organization (ILO) 2 and Article 32 of the United Nations Convention on the Rights of the Child, as well as the United Nations Guiding Principles on Business and Human Rights; 1 “Polestar” means Polestar Automotive Holding UK PLC and its subsidiaries (i.e. all persons and entities directly or indirectly controlled by Polestar Automotive Holding UK PLC, where control may be by management authority, equity interest or otherwise). 2 International Labour Organization conventions numbers 29, 87, 98, 100, 105, 111, 138 and 182.
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Page 4 of 12 - the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the OECD Guidelines for Multinational Enterprises. POLESTAR’S EXPECTATIONS FROM ITS BUSINESS PARTNERS Business Partners are required to meet all of the following requirements in the course of their business relationship with Polestar, and we expect them to be managed professionally and systematically. A. Working Conditions and Human Rights Polestar expects its Business Partners to: - provide their employees with working conditions that are in line with international labour standards, in particular with the eight core conventions of the ILO; and - respect and promote internationally proclaimed principles for human rights, including children’s rights. Polestar supports the requirements of the ILO and expects its Business Partners to adhere to and respect the ILO standards. Child Labour Business Partners shall work to prevent all forms of child labour. Under no circumstances should employment be offered to a person younger than 15 years of age (or 14 where the national law so allows) or younger than the countries legal minimum age, if higher than 15. Forced Labour There can be no forced labour of any kind relating to Polestar’s business, products and services. Therefore, Business Partners must not use forced labour, regardless of its form. This prohibition includes debt bondage, trafficking and other forms of modern slavery. Terms of Employment Business Partners must guarantee that the working conditions for their employees comply with all applicable legal requirements. In addition, each employee should have the right to receive written information, in a language that they can easily understand, specifying their terms of employment. Wages and benefits Business Partners shall pay employees wages and benefits that meet or exceed the legal minimum standards, collective bargaining agreements or appropriate prevailing industry standards, whichever is higher. Deductions are accepted only in accordance with applicable law, regulations and collective bargaining agreements. Deductions from wages as a disciplinary measure shall not be permitted. Information about wages and benefits must be available to all employees, in a language that they can understand, timely and in accordance with applicable laws. Page 5 of 12 Polestar recommends its Business Partners to provide their employees with a total compensation that is adequate to cover basic needs and enable a decent standard of living. Business partners are also recommended to systematically strive to ensure fair wages. Working Hours Business Partners must comply with applicable legislation regarding working hours (including but not limited to overtime and overtime compensation) and rest rules. Freedom of Association and Collective Bargaining Business Partners shall respect the rights of their employees to lawfully form, join or exclude themselves from employer-employee relationship-related associations and to bargain collectively, where permissible by local laws. Business Partners must also ensure that employees are given the opportunity to discuss their working conditions with management without fear of retaliation. Health and safety Safety should always be one of the most important factors in any decision. Business Partners must at all times provide and maintain a safe and healthy working environment that meets, and preferably exceeds, applicable standards and legal requirements. Non-Discrimination and Equal Opportunities Business Partners must not engage in any form of discrimination based on gender, ethnicity, religion, age, disability, sexual orientation, nationality, political opinion, union affiliation, social background or other characteristics protected by applicable law. All employees must be treated with respect, dignity and common courtesy. B. Caring for the Environment Business Partners must ensure that they comply with all applicable environmental laws and regulations. In addition, Business Partners are expected to support Polestar’s commitment to protecting the environment and limiting our overall environmental impact throughout the value chain. This involves taking a proactive approach towards reducing the environmental footprint of their operations, products and services, including through reducing emissions and conserving resources. In this respect, Business Partners are expected to support the move towards a circular economy. They are also expected to put similar environmental expectations on their own supply chain. General expectations Business Partners are expected to have: - an environmental management program, which monitors the use of resources to ensure efficiency; identifies and mitigates any related risks; and allows them to continuously improve their environmental performance; - an open dialogue with Polestar on environmental matters, and cooperate with them to improve our, as well as their own, performance. Business Partners should also be transparent and provide Polestar with any necessary environmental data, when requested; - procedures in place to manage environmental performance of own business partners; Page 6 of 12 - procedures in place to communicate environmental performance with relevant stakeholders and affected parties, when applicable. Environmental impact of Business Partners’ operations Where relevant, Business Partners are expected to perform activities that aim at reducing their environmental impact, including but not limited to: - Reducing Greenhouse Gas Emissions occurring in their own operations, as well as their wider value chain; - Increasing energy efficiency and their use of renewable energy; - Air quality control & emissions management; - Supporting the reduction of waste, through reuse & recycling, and the provision of sustainable material; - Water quality & consumption management; - Ensuring the safe management of chemicals used in operations and products. Responsible Sourcing of Minerals and Metals Business Partners are expected to use only minerals and metals that have been extracted and traded in such a way that does not contribute to human rights abuses, unethical business conduct (e.g. corruption), environmental damage or funding for conflicts. Business Partners are expected to ensure that they and their suppliers exercise due diligence within their operations to ensure metals and minerals are responsibly sourced and traded. They should make available these due diligence measures to Polestar upon request. Business Partners are also required to fully support and co-operate with Polestar’s efforts to secure full transparency and traceability of their 3TG and cobalt supply chain. Page 7 of 12 Precautionary Principle Polestar also expect Business Partners to always apply the precautionary principle, which means that they are expected to always take precautionary measures whenever there is reason to believe that a potential action may negatively impact the health or safety of a person, society or the environment. C. Business Integrity As the business relationship between Polestar and its Business Partners must be based on trust, transparency, honesty and accountability, Business Partners are expected to conduct their business ethically and with the utmost integrity, which includes: Anti-Corruption Business Partners and their subcontractors must conduct their operations and transactions in compliance with applicable laws and regulations relating to anti-bribery and anti-corruption. In line with Polestar’s zero tolerance for bribery and corruption, Business Partners and their subcontractors shall never engage in, or tolerate, any act or omission that could possibly be construed as a form of bribery or corruption. Consequently, Business Partners must ensure that they do not offer or receive any form of inappropriate benefit (gift, favour or hospitality)3 with the intention to improperly influence a business decision, whether it involves government officials or private individuals. Business Partners are encouraged to pay particular attention to the following situations that are usually considered more risky when it comes to bribery and corruption: - interactions with public officials: certain stricter rules apply when dealing with public officials; for example, facilitation payments are always forbidden; - use of intermediaries, in particular agents: many cases of bribery involve third party intermediaries (sales consultants, agents, brokers, etc.) that may use part of their remuneration to provide bribes; intermediaries must be chosen on the basis of appropriate selection criteria and due diligence; - donations to charity, associations or political parties and sponsoring activities: these activities can be routes for bribery and corruption. As a principle, Polestar expects its Business Partners to refrain from providing gifts, favours or hospitality to Polestar directors, officers and employees. In all cases, social amenities offered by Business Partners to Polestar employees: - cannot be intended to improperly influence the recipient’s business judgement or create the appearance of doing so; - must be customary and appropriate business courtesies, i.e. they should not embarrass Polestar or harm its reputation; - must be reasonable in value and frequency. Should a Polestar employee ask for any improper payment or incentive in breach of this Code, Business Partners are expected to notify Polestar in accordance with section E below, even if the request is denied. 3 The notion of inappropriate benefit includes, but is not limited to such as monetary gifts, monetary loans, pleasure trips or vacations, luxury goods, concealed commissions or kickbacks.
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Page 12 of 12 YOU MAY CONTACT POLESTAR LEGAL IN ANY OF THESE WAYS: Email: xxxxx@xxxxxxxx.xxx Postal mail: Polestar Att: Polestar Legal Xxxxx Xxxxxxxxxxxx Väg 9 SE-405 31 Göteborg, Sweden VIOLATIONS OF THIS CODE OF CONDUCT FOR BUSINESS PARTNERS OR OTHER POLESTAR POLICIES CAN BE REPORTED VIA xxxxx://xxxxxxxx.xxxxxxx.xxxxxx/xxxxxxxx-xxxxxxxx Date: Adopted by the Board of Directors of Polestar Automotive Holding UK PLC on 23 June 2022. Published by: Polestar Legal This Code shall not be construed as an employment contract and does not give anyone any right to continued employment by Polestar.