Corporate Governance

ACCOUNTING & AUDITING CONCERNS HOTLINE

Virco Mfg. Corporation is committed to maintaining compliance with all applicable securities laws, accounting standards, internal controls and audit practices.

Any employee having concerns regarding such matters at Virco is encouraged to immediately report those concerns to a member of management, the Human Resources Department or the Legal Department. Employees who do not feel comfortable reporting such issues directly may submit a complaint anonymously and confidentially by calling the Accounting & Auditing Concerns Hotline at (844) 775-6641. You may also submit a complaint online at virco.ethicspoint.com. This hotline is administered by an outside, independent message service staffed around-the-clock by live operators. The message service will notify Virco’s Legal Department, which will forward appropriate issues to the Audit Committee of Virco’s Board of Directors. Please note that these hotlines are for accounting, auditing, and internal control issues only. Examples of applicable complaints include, without limitation, concerns about:

• Intentional error or fraud in the preparation, review or audit of any of Virco’s financial statements;
• Violations of SEC rules and regulations applicable to Virco and related accounting, internal accounting controls or auditing matters;
• Significant deficiencies in or intentional non-compliance with Virco’s internal accounting and reporting controls;
• Fraud against investors, securities fraud, bank fraud, or fraudulent statements to management, the SEC or members of the investing public;
• Deviation from full and fair reporting of Virco’s financial condition; and
• Theft or embezzlement of any kind.

Any other types of problems should be reported directly to management, the Human Resources Department or the Legal Department. Virco will neither instigate nor tolerate any act of retaliation against an employee in connection with his or her good faith reporting of concerns under this policy.