Code

of Conduct

www.brightview.com
 Letter From Our
Executive Team
Team,

At BrightView we strive for Confidence from Excellence in This Code gives us the information we need to inform our choices.
all aspects of our business. This includes maintaining the It helps guide us in making good decisions and empowers us to face
highest standard of honesty and integrity. Ethics and potential challenges we encounter in
values are fundamental to taking care of each other, our conducting business.
clients and our communities, and taking pride in our
trusted client relationships. Please read the Code carefully. Discuss it with your fellow team
members, and, if you have questions about anything in it, please ask.
BrightView’s Code of Conduct (“the Code”) keeps us true to
our values and leadership behaviors. The Code brings together Thank you for all that you do every day, everywhere and with everyone
the core standards, policies and practices that assist us in to uphold these high ethical standards.
maintaining the high standards we set for ourselves.

Sincerely,

Our Executive Leadership Team

BrightView Code of Conduct |2

 BrightView, Our Vision
At BrightView, the promise of our brand is a commitment to deliver Confidence from Excellence. We do this by living every day our mission:

Taking Care of each other, clients and communities and Taking Pride in trusted relationships and solutions that matter. By striving to deliver

excellence in everything we do, we will realize our vision of leading the landscape services sector.

EXCELLENCE in providing a safe and engaging work EXCELLENCE in delivering superior business performance that
environment where the best people want to work. creates the freedom to continue to invest in our people, our clients,

and our communities.

EXCELLENCE in delivering consistent solutions

to our clients; every day, everywhere and by everyone. EXCELLENCE in leading our industry and taking pride in beautiful
landscapes that make people smile - work that impacts the lives of

millions of people every day.

BrightView Code of Conduct |3

 As a company, we exhibit leadership
behaviors that guide our interactions
and enable us to live our brand promise
every day:
Instill Trust: We build relationships by following through on commitments and by showing

consistency, credibility and transparency.

Drive Engagement: We empower others, invite input and share ownership/visibility.

We create a positive and motivating work environment. We make people feel that their

contributions are valued.

Value Differences: We seek to understand and are sensitive to cultural norms, expectations
and ways of communicating. We promote a team environment and value, encourage and
support differences.

Build Effective Teams: We define success in terms of the whole team by creating a feeling

of belonging and strong team morale.

Ensure Accountability: We follow through on commitments and we make sure others do

the same. We take personal responsibility for decisions, actions and failures. We provide

balanced feedback at critical times.

Focus on Clients: We identify opportunities and build and deliver solutions that benefit
customers. We anticipate customer needs and serve as strategic partners, establishing long

lasting relationships with key accounts.

BrightView Code of Conduct |4

 Content
Letter From Our Executive Team 2

Brightview, Our Vision 3

Introduction 6

Our Commitment To The Workplace Environment 12

Our Business Practices & Standards 17

Protecting Company Assets And Proprietary Information 25

Our Interaction With The Government, Communities And The Public 31

Waivers And Amendments 38

Concluding Advice 39

BrightView Concerns Line 40

BrightView Code of Conduct |5

 Introduction
Our reputation is one of our most valuable assets. Individual actions shape how our team members, clients and
communities view BrightView. We each have an obligation to protect our company from conduct that threatens our
reputation and future growth.

In this section:
Using the Code of Conduct Who Must Follow the Code Team Member Responsibilities Managers Lead by Example
The Code of Conduct, along The Code applies to all team Team members must adhere Managers set the tone
with good judgment, and members including company to the standards set forth in the for BrightView, leading
the standards, policies and officers and the Board Code and conduct themselves by example.
procedures of BrightView of Directors. in an ethical manner when
should be the main sources representing BrightView.
of guidance in evaluating
ethical situations.

Asking Questions or Retaliation is Prohibited Adherence to Laws, Rules,

Raising Concerns BrightView does not tolerate Regulations, and Company Policies
Contact our Concerns Line team members under Team members are expected to
at (800) 461-9330 or report retaliation who raise or comply with all applicable laws, rules,
concerns online at www. help to address an ethics or and regulations, as well as Company
brightviewconcerns.com. compliance concern. policies and procedures.

BrightView Code of Conduct |6

 Using the Code of Conduct
The Code of Conduct is designed to provide clarity about BrightView’s expectations, and to reinforce the need to maintain a
consistent culture of ethics, candor and transparency. This Code will help to facilitate conversations about how to make choices
when presented with complex ethical issues.

The Code is intended to summarize many of the compliance standards, policies and procedures within the Company in one
place. It cannot address every possible issue or decision that arises in detail. Along with this Code, your own good judgment, and
the detailed standards, policies and procedures of BrightView, should continue to be the main sources of guidance.

Who Must Follow the Code

The Code applies to all team members including our company officers and Q&A
the Board of Directors. This includes temporary, part-time and seasonal Will the code answer all my questions
employees as well as anyone acting on behalf of the Company. Each of us regarding ethical issues?
is accountable to make the right decision, at all levels. Although reviewing the Code and consulting
our policies will often help you resolve
questions or ethical dilemmas, there may
still be times when you are unsure of how to
proceed in a certain situation. If something
makes you feel uncomfortable or you need
guidance on how to proceed, contact the
BrightView Concerns Line.

BrightView Code of Conduct |7

 Team Member Responsibilities
• All team members are asked to be empowered leaders — taking responsibility for results,
exercising initiative and judgment, and making decisions as required.

• Act in a professional, safe and ethical manner that is consistent with our leadership behaviors.

• Be familiar with the information contained in this Code as well as applicable laws and
BrightView policies. Pay particular attention to the policies that pertain to your job responsibilities.

• Promptly report concerns about possible violations of laws, regulations, the Code or our policies
to your supervisor.

• Fully cooperate and be truthful when responding to an investigation or audit.

• Remember: pressure or demands due to business conditions are never an excuse for violating
the law, Company policies, or the Code.

BrightView Code of Conduct |8

 Managers Lead by Example
Managers at the Company have additional responsibilities to ensure
that we meet our high standards of ethics and compliance.
Managers must:

• Set the right tone for team members and lead

by example.

• Create an environment of openness and candor that

fosters engagement.

• Signal clear support for team members who ask difficult

questions or raise concerns about ethics and compliance
issues. Emphasize that the Company will not tolerate
retaliation against those who raise concerns.

• Be familiar with the Company’s policies. Be in a position to

provide guidance to team members and encourage training
on ethics and compliance issues.

• Managers must forward all reported violations, or any

violations about which they have knowledge in a timely
manner to their supervisors.

BrightView Code of Conduct |9

 Asking Questions or Raising Concerns
Each of us must take care to protect the reputation and integrity of the Company. If you have a question
or want to report a concern, call our Concerns Line at (800) 461-9330 or report online at www.
brightviewconcerns.com. This Concerns Line is toll free, available 24 hours and an interpreter can be
made available; additionally the website is available in multiple languages. You can also talk to your
supervisor or any other supervisor. If for any reason talking to a supervisor is not the best option, there are
other resources available to you including your local HR or Finance teams. If confidentiality is required, we
encourage you to use our Concerns Line or website.

Know that if you report a concern, your concern

will be taken seriously.
It is important to have the courage to call attention to any matter that might be inconsistent with our
values. It is your obligation to report misconduct when you see it. Doing so may be difficult, but it is the
right thing to do.
Making the Concerns Line available to you does not mean that you are prohibited from reporting any
possible violations of federal law or regulation to any government agency or entity, such as the Department
of Justice and the Securities and Exchange Commission, or making any other disclosures that are
protected under the whistleblower provisions of federal law or regulation. You are not required to notify the
Company that you will make or have made such reports or disclosures.

BrightView Code of Conduct

 Retaliation is Prohibited
BrightView does not tolerate retaliation against a team member for raising or helping to address an ethics or
compliance concern so long as the team member has acted in good faith with a reasonable belief that the
information being provided is true.

If you think that you or someone you know has suffered

retaliation, contact your Vice President of HR or the
Concerns Line.

Adherence to Laws, Rules, Regulations,

and Company Policies
The Company expects you to comply with the letter and spirit of all applicable laws, rules, and regulations, as
well as Company policies and procedures that may be amended from time to time. You are to maintain the
highest standards of honesty and integrity in all dealings with clients, business partners and fellow team members.

BrightView Code of Conduct | 11

 Our Commitment To The
Workplace Environment
The guidelines in this section set standards for how we interact with our fellow team members — respecting and

supporting one another, demonstrating mutual respect, welcoming diversity, and promoting a safe working environment.

In this section:
Equal Opportunity Employer Respect & Courtesy Diversity & Inclusion
BrightView is an Equal Opportunity As team members, we treat each other, our BrightView embraces a diverse workforce
Employer and is committed to fairly clients, and our communities with respect that values differences and promotes
treating all team members and courtesy. inclusion of all people and their
and applicants. unique abilities

Illegal Substance & Alcohol Environmental Health & Safety

BrightView is a drug free workplace. As team members, we have a responsibility to
Team members must not report to maintain a safe and healthy environment for
work under the influence of illegal our teams, clients and the community. We are
drugs, alcohol or legal drugs that committed to adhere to all applicable safety
could impair ones judgment. laws and our internal Safety Code.

BrightView Code of Conduct | 12

 Equal Opportunity Employer
BrightView is an Equal Opportunity Employer. Discrimination on the basis of race, religion, color, age, gender, sexual
orientation, national origin, citizenship, marital status, disability, handicap, veteran status, or any other category or
characteristic protected by applicable law is prohibited and will not be tolerated under any circumstances. We also
prohibit retaliation against any individual who in good faith reports discrimination or asserts his or her right to be
free from such discrimination.

Respect & Courtesy Q&A

At BrightView, we treat one another with respect and courtesy. We avoid making disparaging While at a job site, I saw a new team
comments about our fellow team members or others. Our company does not permit any member being made fun of behind his
back because he does not speak the
form of discrimination or harassment. same language the rest of the crew is
accustomed to using. I know they are
• Treat everyone with respect. being disrespectful to the new crew
member. What should I do?
• Help create a work environment free of discrimination and harassment. Treating all team members with respect
is critical to our success at BrightView.
• Understand that inappropriate comments of a sexual nature or any other You should inform the crew that their
sexually offensive behavior are not permitted. behavior is not appropriate. If you
feel uncomfortable doing so, or if the
behavior continues, notify your
Remember that unlawful harassment does not have to occur in the workplace or involve a supervisor immediately.
BrightView team member to violate our values or the law.

Learn Refer to the Anti-Harassment and Anti-Discrimination

More: policies in our Team Member Handbook
 Diversity & Inclusion
BrightView promotes a workplace that values differences and promotes an
environment that is inclusive of all people and their unique abilities. A diverse
workforce allows us to benefit from multiple viewpoints within our Company
and help us better relate to business partners, clients, and other stakeholders.
We hire, employ, and promote team members without regard to race, color,
religion, national origin, sex, age, disability, veteran status, marital status, gender
identity or sexual orientation.

• Help create an environment in which colleagues can contribute, develop

and fully utilize their talents.

• Keep an open mind to new ideas and listen to different points of view.

• Understand that offensive messages, derogatory remarks and

inappropriate jokes are never appropriate in the workplace.

Learn Refer to the Anti-Discrimination policy

More: in our Team Member Handbook
 Illegal Substance & Alcohol
BrightView is committed to fostering the well-being and safety of all its team members. The possession,
consumption, purchase, or sale of alcohol and illegal drugs on BrightView’s premises is prohibited.
Furthermore, no team member shall be under the influence of alcohol or illegal drugs while on BrightView’s
premises (including in a BrightView vehicle), while operating Company equipment or while performing
Company business off BrightView’s premises.

Even legal drugs may affect the safety of the team member, co-workers, or members of the public. Therefore, any
team member who is taking any legal drug that might impair safety, performance, or any motor functions must
advise his or her supervisor before reporting to work under such medication. If BrightView determines that such use
does not pose any safety or service quality risk, the team member will be permitted to work.

Learn Refer to the Drug and Alcohol Use policy

More: in our Team Member Handbook
 Environmental Health & Safety
All team members share a responsibility to maintain a safe and healthy workplace and to protect the environment in which we work.

• Fully comply with all environmental • Promptly report all accidents,

and health and safety rules, policies, violations, hazardous material
and practices. spills, injuries, inquiries from
government agencies.
Q&A
• Avoid acting in ways that knowingly What do I do if I have a
put you or others in danger. • Be proactive and help identify workplace violence or
safety concern?
ways that we can improve safety.
• Follow established safety procedures, BrightView takes its
responsibility for creating a
recommend needed changes, and • Never work impaired by alcohol or drugs. safe working environment very
promptly report potentially unsafe seriously. If you have a safety
• Threats, intimidation and violence towards concern, immediately tell
actions and conditions.
anyone at work, including co-workers or your supervisor, Branch Safety
Leaders, or EH&S Manager.
• Be considerate of the health and safety of business partners, are not tolerated. Additionally, you can contact
others who may be affected by our the BrightView Concerns Line
• Firearms, knives or other dangerous at (800) 461-9330 or
work activities.
weapons should not be brought onto www.brightviewconcerns.com.
• Work to minimize accidents, injuries, and Company property.
illnesses at our branches and work sites
by keeping them free of hazards and
encouraging team members and contractors
to follow safe work practices.

Learn Refer to the BrightView Code of Safe Conduct

More:
 Our Business Practices & Standards
The guidelines in this section affirm how we interact with our clients, doing so with honesty and integrity. We compete in
the marketplace with fairness and a commitment to doing business lawfully and ethically in every aspect. You are the voice
and conscience of the Company. Our reputation is in your hands.

In this section:
Conflicts of Interest Gifts & Entertainment Loans Insider Trading
Conflicts of interest can create The exchange of gifts or BrightView does not provide No team member, officer, or
an undue hardship on the entertainment should not loans to our team members Board member can share insider
Company. Team members must influence our business or their family members. information with others.
disclose and seek approval decisions or be used to
before proceeding in situations influence the business
where there is potential conflict. decisions of our partners.

Fair Competition Economic Sanctions Anti-Bribery & Corruption Government Contracts

BrightView strongly supports Team members may not BrightView prohibits giving, Team members should
fair competition and adheres to approve, facilitate, or accepting, or authorizing conduct our business with
the laws set to preserve it. Team participate in any transaction bribes in exchange government entities with
members should be mindful of involving a sanctioned for business. strict adherence to the
these laws and never encourage country or sanctioned party unique rules and regulations
new team members to disclose unless the Office of General required by those entities and
confidential information from Counsel has provided pre- applicable laws.
their former employers. approval.

BrightView Code of Conduct | 17

Conflicts of Interest
A conflict of interest may occur when your personal interests or
activities interfere, or even appear to interfere,
with the interests of the Company as a whole. A conflict of interest
also arises when someone receives an improper personal benefit,
such as a kickback in cash or services, as a result of his or her
position in the Company. The best approach to handling possible
conflicts is to proactively disclose situations that might give the
appearance of a conflict, before the conflict arises, and seek
guidance from your supervisor. Team members should generally
seek approval from their managers, who are encouraged to consult
with the Office of General Counsel before providing approval1.

Officers and members of the Board of Directors, however, may be

1

required to follow the process prescribed by the Audit Committee’s

policy with respect to Related Party Transactions.

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 ...Conflicts of Interest (con’t)

The following are common types of conflicts of interest...

- Family and personal relationships
You may have a relative, partner or close friend working at the Company, or as a business partner. Favoritism toward
relatives or friends should never play any role in hiring and business decisions. In some cases, a conflict may be
difficult to recognize, but the situation should always be disclosed as soon as possible in order for review and
clearance. In no instance should one family member directly manage or have responsibility for the work of another.

- Outside employment
Outside employment is permitted as long as it does not interfere or detract from your work for the Company. If you
have employment outside BrightView, it must be limited to times when you are not on the job for the Company.
In addition, Company assets (including computer, phone, and office space) may not be used in connection with
outside employment. If you are concerned that a job outside of the Company that you currently have or are
considering creates or might create a conflict of interest, talk to your supervisor or your local HR team.

- Personal investments
You must disclose information of a significant interest that you, your partner, or an immediate family member has in
any firms from which the Company buys good or services, or to whom the Company provides services. If your actions
and judgement could appear to be influenced by your affiliation with the firm, then you have a significant interest.
Team members who can influence purchasing or selling decisions should not have an investment in a business
partner or customer that might create the appearance of a conflict of interest.

BrightView Code of Conduct | 19

 ...Conflicts of Interest (con’t)

- Related party transactions

Related party transactions must be disclosed by certain team members
within the Company. A “related-party transaction” is one between the
Company and a team member, a team member’s partner or a team
member’s immediate family member.

- Corporate opportunities
All team members have a responsibility to the Company to advance its
interests when opportunities arise. If you learn about a business opportunity
through your work at BrightView, you cannot take advantage of that
opportunity for your personal benefit. You must inform your supervisor
Q&A
about the business opportunity. You must also not use company property, The father of one of my team members has
information, or your position for personal gain or to compete with bid on our irrigation subcontracting work. I
know him because of his relationship with my
the Company.
team member; can I award him the bid?
First, the relationship to a current team
member must always be disclosed up
front to all decision makers. All potential
subcontractors or business partners should be
evaluated fairly and equally based on criteria
such as pricing, reliability, and quality of work.
The relationship to a current team member
should not factor into a decision on awarding
work to our business partners.

BrightView Code of Conduct | 20

 Gifts & Entertainment
If not handled appropriately, entertainment and the exchange of gifts can be illegal and/or
damage the Company’s reputation, especially if it influences a business decision or even
appears to influence a business decision. We must avoid even the appearance of making
business decisions based on gifts received. Receiving and giving gifts is strongly discouraged.

We recognize that in some cultures, gift giving is a common practice in business. If a gift is
received that is valued at more than $50 and it cannot be returned, it should be given to your
local manager or HR team to be shared amongst team members, used it as a team member
incentive, or by donating it to a local charity. It is important, however, that you inform the
gift giver of BrightView’s policy on accepting gifts so that you do not encounter a similar
circumstance in the future.

Loans
The Company does not provide loans (including payroll or vacation advances) to team Q&A
members or their family members.
What do I do if I receive a case of expensive
Bordeaux wine from a long-time business
partner?

We must avoid even the appearance

of making business decisions based on
gifts received and gift giving is strongly
discouraged. Our guidance is that gifts
greater than $50 in value should not be
accepted. The business partner should be
notified of our gift giving policy and we
should attempt to return the gift.

Learn Refer to the Gifts by the Company policy

More: in our Team Member Handbook
 Insider Trading
In the course of your work for BrightView or in discussions with one of our clients or business partners, you may become aware of
information about the Company or publicly traded companies with which we do business. If that information can be used to realize an
advantage in the stock market – what the government terms “material non-public information,” you are prohibited from trading on it.
Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in deciding
whether to buy, hold or sell a security. Individuals with access to material information are considered “insiders,” and this type of information is
“inside information.” An insider may only discuss this information on a limited, strict, “need to know” basis internally, and may not share it with
anyone outside the Company. The law prohibits any person from buying or selling the public securities of a company, including BrightView,
if he or she has such information, and no team member, officer or director shall share (“tip”) this information with others. Due to the sensitive
nature of, and penalties associated with, insider trading and “tipping,” contact the Office of General Counsel prior to buying or selling public
securities in situations of this nature.

• Never buy or sell stocks or make investments • Remember these laws continue to apply when
in a company if you have insider information you are no longer a BrightView team member.
about that company.

• Do not share confidential information or ‘tips’ • Contact the Office of General Counsel if you
about a public company with others. have any questions.

In addition, should BrightView become subject to the Securities Exchange Act of 1934, Regulation FD will apply to the Company and,
specifically, will regulate the disclosure of material, non-public, information in certain circumstances.

Team members are strongly encouraged to contact the Office of

General Counsel with any questions.

BrightView Code of Conduct | 22

 Fair Competition
Competition and antitrust laws preserve fair, honest and vigorous competition. These laws are intended to promote a competitive
environment in which each business has an opportunity to compete fairly on the basis of price, quality and service. Anti-trust laws
prohibit collusion between competitors, improper attempts to monopolize or carve out markets or control prices, and certain other
unfair business practices.

Competition and antitrust laws are very broad

and complex and their application often turns on
specific facts and circumstances.

• Questions about competition and antitrust law and how

to comply should be referred to the Office of General
Counsel.

• Be mindful of these laws when we develop our

go-to-market strategy and establish or change
Q&A
A competitor accidentally emailed a bid response
pricing for our services. package to us. What should I do?

Although you received the information, it is not

• Never use, or encourage new team members to disclose,
ethical to take advantage of another’s mistake.
the confidential information of their former employers. BrightView competes fairly and does not gather
competitive information except through acceptable
channels. Contact the Office of General Counsel and
delete the email.

BrightView Code of Conduct | 23

Economic Sanctions
The Office of Foreign Assets Control within the U.S. Treasury
Department administers both (1) country-based sanctions that
prohibit U.S. companies and U.S. citizens from engaging in virtually
any business involving Cuba, Iran, North Korea, Syria, or the Crimea
region of Ukraine; and (2) list-based sanctions that prohibit U.S.
companies and U.S. citizens from engaging in business with certain
targeted parties (e.g., terrorists, drug traffickers). Team members
may not approve, facilitate, or participate in any transaction
involving a sanctioned country or sanctioned party unless the Office
of General Counsel has provided pre-approval.

| 24
 Anti-Bribery & Corruption
BrightView does not tolerate corruption in any form, including giving, accepting or authorizing bribes anywhere in the world. We do not offer
bribes to government officials or tolerate commercial bribery. We comply with the Foreign Corrupt Practices Act (the “FCPA”). We expect all
our business partners to maintain the same standards when acting on our behalf.

When engaging with public institutions and government officials, we must accurately and completely reflect all financial transactions in our
records, and should we become subject to the Securities Exchange Act of 1934, the FCPA will require the Company to devise and maintain a
system of internal accounting controls (sufficient to provide reasonable assurance that transactions are recorded appropriately).

• Do not give or accept bribes or kickbacks or provide or • Be aware of our anti-corruption and bribery standards
receive any other kind of improper payment. when selecting business partners. Be vigilant and monitor
their behavior. Never “look the other way,” and never ask
• Keep accurate financial records so that payments can be
third parties to engage in activities that would violate this
described correctly and BrightView funds are not used for
Code or our policies.
unlawful purposes.

The FCPA is a complex federal law with severe penalties for violators. All team members
should contact the Office of General Counsel with questions concerning compliance with FCPA.
Q&A
I suspect that a business partner
Government Contracts may have given a bribe to expedite
a permit. Should I be concerned?
Any contracts with federal, state, or local governments, and any contract with any What should I do?
non-U.S. government entity requires compliance with unique laws, regulations, and contractual
All of BrightView’s business
requirements. BrightView is committed to ensuring that we conduct our government partners should be aware of our
business with the highest standards of ethics and in a manner that meets these requirements. stance on bribery and corruption
Accordingly, we expect each of our team members to act in a manner that is consistent with – we do not engage in bribery at
all, be it bribery of government
our standard of business ethics and that promotes the Company’s compliance with applicable officials or commercial bribery.
government contracting law, regulation, contractual requirements and Company policy. If you BrightView can be held responsible
for bribes given by its business
are unsure of or have any questions concerning the meaning of an applicable law, regulation or
partners. If you suspect that a
contract, we request that you seek guidance and instructions before taking any action. You may business partner may have given
contact your supervisor or the Office of General Counsel for appropriate assistance. a bribe, contact the Office of
General Counsel immediately.

BrightView Code of Conduct | 25

 Protecting Company Assets
and Proprietary Information
Each of us is a caretaker with an obligation to protect the Company’s assets. The guidelines in this section describe how
we manage these assets responsibly and enhance their value for future BrightView team members.

In this section:
Company Assets Confidential Business Information Team Member Privacy
All Company assets should be used for All team members should protect BrightView takes necessary
legitimate business purposes only. confidential information about our precautions to safeguard our team
business, brands, technology, team members’ personal data.
Intellectual Property members, and our stakeholders.
All team members are responsible to Information Technology & Electronic
protect and safeguard all of Client & Business Partner Communications
BrightView’s intellectual assets Confidentiality Team members must follow
and information. Team members must not reproduce, BrightView policies regarding
forward, or otherwise publish or information technology and electronic
Books & Records distribute words, graphics, video, music communications, and may not use
All financial transactions must be files, or other copyrighted materials information technology for any
accurately recorded; making false or unless permission is received from the purpose that is either improper or
dishonest entries about our business author or owner to do so. damaging to the Company
and performance is a violation of
our policy.

BrightView Code of Conduct | 26

 Company Assets
Theft, carelessness and waste have a direct impact on the Company’s profitability and are prohibited. We share a
responsibility to use all these assets prudently. So we avoid waste, observe safety rules, maintain equipment and vehicles,
secure confidential information, and control expenses wisely. We hold one another to high standards of efficiency,
honesty, and care.

Each team member is responsible for the protection and stewardship of our assets. This includes following procedures, which
ensures that our assets are not put in jeopardy or used wastefully. We expect you to take reasonable efforts to safeguard
the Company property within your control from loss, damage, theft or unauthorized use and to ensure its efficient use. All
Company assets should be used only for legitimate business purposes. Team members should report any suspected fraud
and theft immediately to their supervisor, local HR, or by calling the BrightView Concerns Line.

Intellectual Property
Some of our most important assets are intellectual property – know-how, trade secrets,
patents, trademarks, and copyrights. We treat our intellectual assets with great care, making
Q&A
sure we use them properly and protect them from unauthorized use or infringement by others What should I do if my BrightView tablet or
laptop is stolen and it contains
outside the Company.
personal information?
• Some intellectual assets should never be • Team members should identify new The loss of company-issued devices not
disclosed to others. information and inventions and only has a financial loss component, but the
loss of personal information contained on a
contact the Office of General Counsel device could have legal implications. If this
• Other trade secrets and confidential
for protection and possible patenting. happens, contact your supervisor and local
information should be disclosed only after HR team immediately.
getting prior written approval from the • Do not leave materials containing
Office of General Counsel. Company confidential information
(whether hard copy or electronic
media) in public spaces.

Learn Refer to the Innovation and Confidentiality policy

More: in our Team Member Handbook
 Books & Records
All of us contribute to the process of recording financial and non-financial information.

Financial controls help protect BrightView assets, minimize waste, loss and misuse, while assuring that financial information is reliable.
Reliable, accurate financial reporting is necessary to monitor performance, properly allocate resources and make good investment decisions.

For these reasons, effective, financial processes and internal controls must be followed.

• Accurately record all financial transactions. • Unrecorded funds, assets, or liabilities

Q&A
I recently combined a business trip with
are prohibited. personal travel, and I accidentally used my
• Be honest and accurate when creating
corporate credit card for a dinner with my
business records. • Ensure all transactions are
family.
properly authorized.
• Never make false or dishonest entries about What should I do?
our business and performance
Company credit cards are for business
– good or bad.
expenses only. Misuse of a company credit
card can result in serious consequences.
Confidential Business Information If you accidentally bill a personal expense
to your company credit card, indicate the
We protect confidential information about our business, brands, technology, team members, charge as personal. If you have questions
about expense reporting, contact your local
and our stakeholders. The Company’s competitive advantage relies on confidential information HR or Finance teams.
concerning our practices, business, and use of technology. Maintaining the confidentiality of
that information is critical to our continuing success. Do not disclose confidential information
without the written approval of the Office of General Counsel.

Clearly mark confidential business and technical information as “Confidential” as appropriate. If you need advice regarding marking the level of
confidentiality, contact the Office of General Counsel.

Learn Refer to the Confidentiality policy

More: and individual Confidentiality Agreements
 Team Member Privacy
The Company values and respects the personal privacy of all team members. We
collect and use team members’ personal data only for relevant business purposes
and, when possible, we notify team members about why and what personal data the
Company collects.

• Implement safeguards to help keep team members’ personal data from

unauthorized access and use.

• Use care when you provide personal information to anyone inside or outside
of the Company and limit access to authorized individuals. Q&A
My coworker overheard our boss discussing the
Consult your supervisor or local HR Team potential for personnel changes in our office. After
overhearing the conversation, he came and told me
to identify any legal restrictions. about it. What should I do?

All team members must protect confidential

information about BrightView that is provided to
them as part of their employment. More specifically,
if confidential information is overheard and shared
as hearsay, it could be misinterpreted and be harmful
to our business and our teams. If you are indirectly
made aware of confidential information, notify your
supervisor or your local HR team immediately.

BrightView Code of Conduct | 29

 Client & Business Partner Confidentiality
We conduct business with respect for the rights of other parties’ intellectual property, including patents,
trademarks,copyrights, ideas, and inventions.

• Do not reproduce, forward, or otherwise publish or distribute words, graphics, video, music files, or other
copyrighted materials unless we have permission from the author or owner to do so.

• Respect team members’ obligations to maintain confidentiality of business information of former employers.

• Refer unsolicited ideas submitted to the Company to the Office of General Counsel.

• Immediately stop any conversation if you suspect you are improperly being given someone else’s
confidential information.

• Respect the privacy of our clients and use administrative, physical and technical safeguards designed to protect it.

• Except as explained to clients at the time the information is collected, take care not to share client personal data
without their consent.

BrightView Code of Conduct | 30

 Information Technology & Electronic Communications
BrightView commits significant resources to providing information technology in support of business functions. members may not use
information technology in ways that may damage the Company.

• Understand that viewing, storing, sending or sharing

Q&A
inappropriate, offensive, obscene, harassing, defamatory
or sexually explicit content of any type is strictly prohibited.
Can I post about BrightView on social media?
• Be diligent in safeguarding information technology by Its important to follow these guidelines when discussing BrightView on
following security guidelines, protecting BrightView assets, social media.
and exercising caution when using email, the internet and • Get permission from the Communications and Public Affairs
other systems. before communicating as a BrightView spokesperson.

• Make clear that any opinions expressed are your own unless
• Social media can be an efficient means of sharing you are approved as a BrightView spokesperson.
information. Team members must be aware of the
• Post meaningful and responsible comments.
risks of wide dissemination of information and ensure
communications properly represent BrightView. If you • Do not post confidential or personal information about BrightView or
any team member or any other person.
are authorized to use social media on BrightView’s behalf,
you must clearly identify yourself as a BrightView team • Avoid arguments and never use hateful or insulting speech.

member, communicating on behalf of the Company. • Do not use BrightView’s logos, videos, trademarks, or photos without
prior permission.
When using social media for personal reasons, you may
not represent or suggest that your posts are approved, • Do not create any social media accounts on behalf of BrightView
without the express consent of Communications and Public Affairs.
sponsored, or authorized by BrightView, or that you are
speaking on behalf of the Company.

Learn Refer to the IT, Security and Electronic Communications policy

More: in our Team Member Handbook
 Our Interaction With the Government,
Communities and the Public
We are dedicated to delivering quality products and services in the communities where we live and work. We take pride
in contributing to the health of these communities while complying with laws, regulations and company policies. These
guidelines affirm our support and roles as BrightView team members – and as residents of our communities.

In this section:
Residents of our Communities Public Reporting
We act as responsible, responsive citizens by All team members, officers, and members of the
supporting projects, organizations, and services Board of Directors that contribute in any way to the
that work towards the common good and preparation or verification of BrightView’s financial
improve our community and society. statements and other financial information must
ensure that the Company’s books, records and
Political Involvement
accounts are accurately maintained..
As an individual, you have a right
to participate in the political process, including Political & Charitable Contributions
supporting candidates and causes that are provided Company funds may not be used for political
to you, provided you do so on your own time and contributions. Charitable contributions at or above
with your own funds. BrightView reserves the right $10,000 must be approved in advance.
to make its position known on issues relevant to
our business.

BrightView Code of Conduct | 32

 Residents of Our Communities
We act as responsible, responsive citizens by supporting projects, organizations, and services that work towards the common
good and improve our community and society. Our team members are also expected to act as responsible corporate citizens
who care for their communities by supporting appropriate organizations and projects.

• Team members are encouraged to contribute their time and passion to their local community.

• Non-governmental organizations (NGOs) often have an interest in what we do as a Company. It is in our mutual benefit
to cooperate with well-intentioned

• NGOs. Notify Communications and Public Affairs in advance of speaking with an NGO or representatives of
community organizations.

• Be aware of the potential for the appearance of a conflict of interest and discuss any concerns with your supervisor.

BrightView Code of Conduct | 33

 Political Involvement
As an individual, you have the right to voluntarily participate in the political process including supporting candidates and
causes on your own personal time and with your own personal funds. However, you need to make it clear that your personal
views and actions are not those of the Company1.

The Company exercises its right and responsibility to make its position known on relevant issues. We strive to ensure that our
political activities are conducted in respectful, ethical and constructive ways that promote and protect our reputation
and operations.

• Be sure to contact the Communications and Public Affairs for approval before engaging in any lobbying or
discussions with government officials on behalf of the Company.

• Since personal political activities can sometimes create a conflict with the Company, talk to Communications and
Public Affairs if you or a close relative are planning to accept or seek a public office, or if any other political activity
might have an impact on the Company or on your job.

• If you receive a request from a government official for information relating to taxation, licensing, occupational safety
and health, labor practices, environmental protection, or all other regulated areas, contact the Office of General
Counsel. You will be expected to fully comply with all applicable reporting and disclosure requirements.

• Approval from Communications and Public Affairs and the Office of General Counsel is required before hiring or
paying a lobbyist or other government affairs consultant to do any work on behalf of BrightView.

1
Personal political contributions to local/municipal candidates should be pre-cleared due to pay-to-play restrictions.

BrightView Code of Conduct | 34

 Public Reporting
The public communications and filings that we make need to be full, fair, accurate, timely and understandable. Should we
become subject to the Securities Exchange Act of 1934, we expect that all team members involved in the preparation or
review of SEC filings and their associated release to the public will:

• Be familiar with the “disclosure controls and procedures” required by the Securities Exchange Act of 1934;

• Follow and comply with such disclosure controls and procedures;

• Bring to the attention of our Chief Financial Officer or Chief Legal Officer any material deviations from
such procedures;

And take all necessary steps to ensure that filings with the SEC and all other public communications about the financial and
business condition of the Company provide full, fair, accurate, timely and understandable disclosure.

BrightView Code of Conduct | 35

 ... Public Reporting (con’t)
All team members, officers and members of the Board of Directors that contribute in any way to the preparation or
verification of the Company’s financial statements and other financial information must ensure that the Company’s
books, records and accounts are accurately maintained. Each team member is expected to cooperate with the relevant
Company departments, as well as the Company’s independent public accountants and counsel.

If you become aware of any credible information that would place in doubt the accuracy in all material respects of any
reports or other public disclosures, you should bring such information to the attention of our Chief Financial Officer or
Chief Legal Officer.

In general, all information disclosed outside of the Company must be accurate, complete, and consistent; and
disseminated in accordance with BrightView policies. If someone (e.g., the news media or an investor) asks for
information about BrightView, notify your supervisor. He or she will contact the appropriate BrightView department to
ensure that the correct procedure is followed. Please do not attempt to answer these types of questions yourself.

BrightView Code of Conduct | 36

 Political & Charitable Contributions
BrightView funds or assets cannot be used for contributions to any political
party or political committee in the United States or to any candidate for or
incumbent of any office of the federal, state or local government in the United
Q&A
One of our customers asked me to donate $3,000 to
States. The Company recognizes that some team members may wish to
their company’s “Race for the Cure” team. They have
contribute personal funds and time to support candidates and causes indicated that they will sign our enhancement proposal
important to them1 . should we agree to make the donation. What should I
do?
1
Personal political contributions to local/municipal candidates should be There are times when it may be appropriate for
pre-cleared due to pay-to-play restrictions. BrightView to contribute to the charitable efforts of our
business partners. However, we will only support this
type of effort if the intent is to improve the community
consistent with our charitable mission and not an
attempt to secure any type of additional business
advantage. If you have any questions, contact our
Communications and Public Affairs Team.

BrightView Code of Conduct | 37

 ...Political & Charitable Contributions (con’t)
BrightView encourages team members to support charitable efforts in the communities in which we live and work. We do
this by providing financial contributions, in-kind services, and volunteers to local, non-profit community organizations. These
donations, which may include sponsorships and fundraising events, are meant to create goodwill in our communities. Teams
should adhere to the following when considering making charitable donations:

• Requests for financial support for individuals, political candidates, and political campaigns, or entities that are not
certified non-profit organizations (generally “501c3”) will not be considered.

• Requests from religious organizations for sectarian purposes should not be considered; however, a community
program sponsored by a religious organization may be considered (e.g., food pantry).

• It is not appropriate to make a charitable donation in conjunction with an

expectation of a business benefit.

• Any charitable contributions or donations made by BrightView of $10,000 or more must be

approved in advance by the Executive Vice President of Communications, Marketing and Public
Affairs or his designee.

BrightView Code of Conduct | 38

 Waivers and Amendments
In certain limited situations, we may waive some provisions of the Code. Waivers must be expressly authorized as follows:

• For executive officers and directors, the waiver must be approved by the Board; or

• For all other team members, the waiver requires approval of the Office of General Counsel.

All amendments to this code must be approved by the Board. Should the Company become subject to the Securities
Exchange Act of 1934, all waivers and amendments to the Code must be promptly disclosed to the Company’s shareholders
in accordance with applicable United States securities laws and/or the rules and regulations of the exchange or system on
which the Company’s shares are traded or quoted.

BrightView Code of Conduct | 39

 Concluding Advice
As we continue to build BrightView, our most valuable asset is what BrightView means to our teams,
clients, and communities — our reputation. Our actions shape this reputation and we each have a responsibility
to protect our Company from conduct that threatens our reputation and future growth.

Team members should read and be familiar with the Code (as well as other company policies and procedures);
however, we understand that no Code of Conduct can anticipate every ethical or compliance issue that may arise.
Even subtle differences in similar situations can impact how the situation should be handled. No two situations are
exactly alike. Keep these questions in mind when facing such issues:

• Does the action violate any law or BrightView policy or procedure?

• Is it consistent with our Company values and does it demonstrate our leadership behaviors?

• Would I be proud to tell people about my actions?

• How would I feel about my decision if family and friends learned about it in the media?

• If I owned BrightView and was solely responsible for its reputation, what action would I take?

When you are uncertain what to do or how to handle a situation, seek guidance from the resources
outlined throughout the Code.

We all play a significant role in ensuring BrightView operates at the highest ethical standard and focuses on doing
what’s best for our teams, investors, clients, and communities. By conducting ourselves with integrity and honesty,
and living our brand promise of Take Care, Take Pride, we help shape BrightView’s future as we grow.

BrightView Code of Conduct | 40

 BrightView Concerns Line
Online: www.brightviewconcerns.com
Telephone: (800) 461-9330

BrightView Code of Conduct | 41