CODE OF CONDUCT

Preamble

As leading developers, manufacturers and suppliers of high quality chemical and technical products as well as provider of a wide range of services, DC DruckChemie GmbH and all of its direct and indirect subsidiaries (hereafter collectively referred to as “DruckChemie Group”) are aware of DruckChemie Group’s responsibility towards its costumers, employees, society and environment. To help the DruckChemie Group to achieve these goals, the company makes this mission statement which is formally approached by this Code of Conduct.

• The DruckChemie Group believes that performance in a profitable and sustainable manner is an essential element for success. Therefore, we will seek to create an added value in every possible respect.
• The DruckChemie Group’s success is based on quality and innovation. We will continue to strive to achieve highest standards in quality in the future. In order to do so, we will continue to cooperate closely with our customers in order to succeed in creating innovative products and solutions which will help the DruckChemie Group and its customers to be successful.
• In accordance with its principles and values, the DruckChemie Group complies with the laws of the countries in which it operates.
• The DruckChemie Group will always commit to its responsibility in social and environmental matters. These matters and the corresponding responsibility shall not be displaced by economical considerations.
• One of the DruckChemie Group’s core assets is the experience, competence and motivation of its staff. We will encourage our employees to make use of their potential and we will support professional development.

This Code of Conduct is based upon the principles and values of the DruckChemie Group. It contains and defines the basic guidelines for a legally and ethically correct and responsible behavior. Further it reflects the DruckChemie Group’s appreciation of good business conduct.

§ 1 General principles

Any of DruckChemie Group’s activities and operations will be carried out in strict compliance with all applicable laws and the highest ethical standards. Our employees will ensure that DruckChemie Group deals in all fairness with its customers, suppliers and competitors.

§ 2 Employment

(1) Safety, Health and working environment

The DruckChemie Group encourages a high level of awareness of safety, health and environmental awareness of its employees and strives for continuous improvement of working conditions. All employees shall take precautions to prevent occupational accidents and diseases.

(2) Non-discrimination rule

Neither the DruckChemie Group nor its employees will discriminate or tolerate discrimination against any employees for any reason such as gender, age, race, ethnic origin, sexual orientation, marital status, religious belief, national extraction or disability, and will treat everyone with dignity and full respect for their privacy.

§ 3 Conflicts of interest

All employees of the DruckChemie Group are obliged to avoid situations that may lead to personal conflicts of interest. In case of unavoidable personal conflicts, employees are obliged to disclose such conflicts to their supervisor or to the Compliance Officer of the DruckChemie Group.

(1) Avoiding conflicts of interest

All employees will ensure that their private interests do not conflict with the interests of the DruckChemie Group. In particular, the following rules must be followed:

• Decisions concerning contracts and the placing of orders for the company shall solely base on competitive factors.
• In transactions in which an employee or his/her family members (spouses, registered civil partners, children and/or other relatives) have a significant economic interest, these employees may represent the DruckChemie Group only after prior written approval of the management of the respective subsidiary DC DruckChemie GmbH or of the Compliance Officer of the DruckChemie Group.
• All significant financial participations (more than 10%) in any competitor or business partner of the DruckChemie Group shall be approved in written form by the management of the respective subsidiary of DC Druckchemie GmbH or by the Compliance Officer of the DruckChemie Group. The same approval requirement applies to financial participations in other business enterprises that may lead to a conflict of interests in respect of the interests of the respective employee on the one hand and the interests of the DruckChemie Group on the other hand.

The assumption of any ancilliary professional activitiy requires the prior approval of the DruckChemie Group. Employees may not pursue ancilliary professional activities or other individual business interests that may lead to a conflict regarding interests of DruckChemie Group.

All employees have to notify their supervisor or the Compliance Officer of the DruckChemie Group of any personal interest in connection with the performance of their official duties if there is a risk of conflicting interests or damage of the reputation of the DruckChemie Group.

(2) Granting of benefits and gifts

All employees of the DruckChemie Group may neither offer nor grant any unjustified advantages or gifts in conjunction with their professional activities.

Gifts and invitations to business partners are only permitted if they are kept within the bounds of what is appropriate and are not aimed at influencing business decisions in an improper or inappropriate manner. Gifts or invitations may only be considered as appropriate if they are in accordance with customary business practice and the applicable laws, also considering any special national features. All employees of the DruckChemie Group have to ensure at any time that even the appearance of any dishonesty or impropriety is avoided.

In the event that a gift or invitation would be beyond the normal limits, the prior consent of the supervisor must be obtained.

(3) Acceptance of advantages and gifts

All employees of DruckChemie Group have to decline any unjustified, improper or inappropriate advantage in conjunction with their professional activities.

The acceptance of gifts, invitations or other benefits is permitted only in strictly exceptional cases, if they are kept within the bounds of what is appropriate considering customary business practice. In case of any doubts whether the gifts, invitations or other benefits are appropriate, employees shall consult with the management of the respective subsidiary of DC DruckChemie GmbH or with the Compliance Officer of the DruckChemie Group.

Gifts exceeding modesty but which have to be accepted in the interest of the business relationship have to be reported to the respective supervisor and handed over to the company, which will decide on their further use. Other benefits exceeding the value threshold may only be accepted upon prior approval of the relevant supervisor.

Direct financial gratuities may not be accepted under any circumstances.

(4) Gratuities to public officers

Public officers, politicians and other representatives of public institutions may not be given or granted gifts, gratuities, invitations or any other benefits that might compromise their independence.

(5) Bribery and corruption

In its relations with governmental agencies, customers and suppliers, neither the DruckChemie Group nor any of its employees will, directly or indirectly, engage in bribery, kick-backs, payoffs, the granting of illegitimate or inappropriate benefits or other activities which may be construed as corrupt business practices. The use, directly or indirectly, of funds of the DruckChemie Group for political contributions to any organization or to any candidate for a public office is strictly prohibited. If such contributions are permitted by applicable law, they must be made in a fair and prudent way and require the prior written approval of the Compliance-Officer of the DruckChemie Group. Such contributions must be reported and recorded in the DruckChemie Group’s book of accounts.

(6) Dealings with business partners and clients

The DruckChemie Group is committed to fair and open dealings with its business partners. It aspires to give its clients the best possible advice and to provide them with all the information they need to make an appropriate, reasonable decision in their interests. Potential conflicts with interests of clients and other business partners must be identified in good time, avoided as far as possible or – where this is not possible – properly resolved.

§ 4 Competition and antitrust laws

The DruckChemie Group is committed to achieving its business objectives by ethically and legally impeccable means. The DruckChemie Group exclusively uses fair and legal means of competition. Every employee is obliged to comply with the rules of competition and antitrust law. All employees have been informed and are aware that violations of competition and antitrust rules may lead not only to the invalidity of the respective agreement, but also to the imposition of sanctions and fines, damage claims by third parties as well as substantial damage of reputation to the detriment of the DruckChemie Group. All employees are further aware of the fact that DruckChemie is willing to sanction breaches of antitrust and competition law by its employees through use of all viable disciplinary action, up to and including termination of the employment agreement. All employees of the DruckChemie Group are instructed and have the opportunity to consult their supervisor, the management of the relevant subsidiary of DC DruckChemie GmbH or the Compliance Officer of the DruckChemie Group. By distribution of the Guidelines for compliance with antitrust and competition laws, the DruckChemie Group has provided its employees with the relevant facts and information in this respect. The DruckChemie Group is further committed to inform its employees on regular terms regarding competition and antitrust matters in the future.

(1) Horizontal agreements

Particular understandings or agreements with competitors on prices and conditions belong to those behaviors that cause always a violation of the competition or antitrust laws. Therefore, agreements and concerted practices between competitors (horizontal agreements) are prohibited if they can object or lead to prevention or restriction of competition. These agreements comprise, for example, agreements on prices, tenders, terms of sale, production or sales quotas or the carving-up of geographical markets as well as the allocation of customers or product markets. Besides such agreements, certain concerted arrangements may violate applicable competition and antitrust law. Further information on inappropriate or inadmissible practices and behaviors is contained in the DruckChemie Group’s Guidelines on compliance with antitrust and competition laws which are available for any employee of the DruckChemie Group.

(2) Vertical agreements

The DruckChemie Group and its employees will ensure that arrangements and agreements between suppliers and customers (vertical agreements) do not lead to any prevention or restriction of competition.

Therefore clauses are to avoid restricting the freedom of the customer to decide autonomously about the prices and conditions for resale, which sale goods to other customers to the same or a higher price (MFN clauses – Most Favored Nation clauses), exclusive supply obligations or undue competition clauses. This includes the avoidance of restrictions of the customer’s freedom to set prices and conditions of supply in respect to their business partners (geographical, customer or application restrictions), most-favored-customer clauses, exclusivity such as total requirement or exclusive supply as well as non-competition. Further information concerning this matter is also contained in the DruckChemie Group’s Guidelines on compliance with antitrust and competition laws.

(3) Abuse of a dominant market position

If the DruckChemie Group or any of the subsidiaries of DC DruckChemie GmbH has a dominant position in any market, such dominant position must not be used for uncompetitive behavior or measures. All employees of the DruckChemie Group have to avoid any abuse of such market position, in particular any different treatment of customers without good cause (ban on discrimination), refusal to supply, selective supply, imposition of inadequate purchase/sales prices and conditions or tie-in arrangements without justification for the additional supply or service demanded.

In case of any doubt as to the existence of a dominant market position as well as the appropriate behavior in case of such position, employees of the DruckChemie Group shall consult with their supervisor or with the Compliance Officer of the DruckChemie Group at an early stage.

§ 5 Confidentiality and data protection,

(1) Confidentiality

All employees of the DruckChemie Group are obliged to maintain secrecy regarding all internal matters of a confidential nature and also regarding all confidential information from or relating to the DruckChemie Group’s customers and business partners. Information is confidential if it is marked as such or if it may be assumed not to be public knowledge and not intended to be made public, e.g. because it may be of use to competitors or could harm the company or its business partners if it were published. Confidential information typically includes operational and business secrets, other commercially sensitive information as well as unpublished reporting data and accounting figures.

Confidential information must be protected against unauthorized disclosure to third parties. Even when it is being handled internally, the general principle must be observed that confidential information may only be passed on to employees who need it and only to the extent required for the performance of their tasks.

(2) Data protection

All employees are obliged to comply with applicable data protection regulations and in particular to actively contribute to ensuring that personal data is secured against unauthorized access. Personal data may only be collected, processed and used insofar as this is legally admissible and necessary for a clearly defined purpose in the legal performance of duties.

§ 6 Money laundering and financial crime

All employees shall avoid the misuse of their employment at DruckChemie Group for money laundering or other illegal purposes. The DruckChemie Group is committed to comply with domestic or foreign regulations on money laundering. “Money laundering” means in particular the introduction (by conversion or transfer) of money or other assets, which originates directly or indirectly from criminal offences, into the regular economic cycle.

In cases of doubt about the permissibility of financial transactions relating to cash transfers, the management of the respective subsidiary of DC DruckChemie GmbH or the Compliance Officer of the DruckChemie Group should be consulted at an early stage. Transactions that appear illegal must be rejected. In all cases of suspicion, the Compliance Officer of the DruckChemie Group is to be consulted in any event.

§ 7 Protection of corporate assets

The DruckChemie Group’s corporate assets include not only material assets and property but also intangible goods (intellectual property), information, ideas, knowledge and know-how of DruckChemie Group and its employees.

All employees are responsible for protecting these corporate assets, which may be used only for admissible business purposes and on no account for illegal ends.

§ 8 Environmental protection

The DruckChemie Group acknowledges its responsibility for environmental protection and sustainability. All employees are obliged to consider the implications for the environment in their actions and decisions and to avoid or reduce negative impacts as far as possible.

§ 9 Application, implementation, reporting of contraventions

This Code of Conduct applies to and is mandatory for all employees of the DruckChemie Group, such as advisory board, managing directors, employees and persons whose status is equivalent to that of employees (e.g. temporary workers). The DruckChemie Group will ensure that this Code of Conduct is subject to agreements with its agents, sales representatives and consultants.

All employees are responsible for complying with the rules set out in this Code of Conduct. The management and executives of the subsidiaries DC DruckChemie GmbH have to ensure that their staff is familiar with the content of the Code and observe the rules and principles of conduct applying to them. In case of any doubt about the application of the Code’s rules, the Compliance Officer of the DruckChemie Group should be consulted. The Compliance Officer of the DruckChemie Group is available for consultation and to answer questions in connection with the Code.

All employees are aware that non-compliance with this policy may lead to disciplinary measures.

Employees gaining knowledge of a significant violation of the law or of the rules of this Code, especially cases of fraud, corruption, competitive malpractice or other acts that could have consequences under any applicable law, should inform their supervisor, the management of the relevant subsidiary of DC DruckChemie GmbH or the Compliance Officer of the DruckChemie Group. Such persons are also to be consulted in all cases in which the reputation of the company could be jeopardized.

Any reports of contraventions will be treated seriously and confidentially provided they are made in good faith and properly documented. The DruckChemie Group will not take any retaliating action against such reports.

§ 10 Contact Details

The DruckChemie Group has delegated responsibility to oversee compliance with this Code of Conduct to the Compliance Officer. Below is the contact information for your reference:

Mr. Mirko Kern, DC DruckChemie GmbH, Wiesenstraße 10, 72119 Ammerbuch-Altingen,

Phone: +49 (0) 7032 9765 0