CODE OF CONDUCT

1. Foreword by the Board of Management

The reputation of SURTECO in the world of business and in particular the confidence of our customers, investors, employees, the authorities and the community at large is extremely important to us. A key factor here is our conduct in the world of business. Our corporate culture forms the basis for our actions. It represents the values of dependability, performance, transparency, integrity and fairness.

The Code of Conduct is intended to provide guidelines for routine everyday situations and to assist in reinforcing the trust our customers have placed in us. Every individual has a duty to live up to the responsibilities and values described in this document. Managers operate as role models. They are expected to conform to a high level of social and ethical competence.

Value and values, economy and morals, economics and ethics all belong together. Sustainable economic value added is only possible if moral and ethical values are maintained.

2. Scope of application

This guideline applies to all domestic and foreign organizational units in the SURTECO Group. It is implemented by the Group companies. The relevant statutory regulations and laws are also applicable to the business activities and conduct of our employees in addition to and independently of this guideline.

3. Corporate culture

The goal of the SURTECO Group is to bring about a long-term increase in the corporate value of the company in tandem with the interests of shareholders, business partners, employees and the community at large. Expertise, performance and responsible actions by employees constitute a key foundation for our success.

Dependability, performance, transparency, integrity and fairness are key values held by our company. These include the following principles:

• Legal and ethical conduct, observance of statutory and cultural framework conditions
• Loyalty to our company
• Fair, polite and respectful approach to employees and people outside the company
• Taking reasonable account of the interests of customers and business partners
• Social commitment
• Commitment to environmental protection and health and safety at work
• Refraining from any form of discrimination on grounds of gender, ethnic origin, religious affiliation or any other salient characteristics
• Responsible and transparent conduct in dealing with risks,
• Professional approach, fairness and dependability in all business relationships

4. Approach to business partners

Our business partners (customers, sales partners and suppliers) are the focus of our activities. Relations with our business partners should be based on mutual dependability and sustainability. Business partners expect honest conduct in business dealings, polite behaviour, respect and fairness. This includes making and communicating decisions transparently and verifiably.

4.1. Fair competition

Regulations to protect fair competition are an indispensable element of a free market economy. We support national and international efforts to avoid competition being influenced or distorted. Virtually all countries have enacted legislation on this issue. Significant issues here are

• the prohibition on agreements between competitors about prices, dividing up sales territories, customer groups or production volumes
• prohibited price fixing agreements between sales partners
• prohibition on misuse of a dominant market position
• control of company mergers in order to prevent the creation of monopoly positions

Virtually all legal jurisdictions place particular emphasis on the prohibition of agreements between market players designed to restrict competition. Legislation already prohibits informal talks, informal gentlemen’s agreements and even an agreed approach if this is intended to agree or implement a measure designed to restrict competition. Any appearance of behaviour involving a conspiracy should be avoided.

No confidential information about prices and upcoming price changes, or customer and supplier relationships should be exchanged with competitors during conversations. Exceptions are applicable, if within the framework of a specific project, e.g. a planned acquisition or establishment of a joint venture, information is disclosed after conclusion of a written secrecy agreement.

4.2. Granting of advantage, accepting advantages

Our company impresses customers with price, performance, quality and the suitability of the products and services supplied. We select our suppliers on the basis of the same criteria.

No personal advantages may be requested, accepted, offered or granted in order to gain preferential treatment during initial approaches, allocation or processing of an order.

Gifts must not be distributed or accepted. Exceptions are only applicable for general give-aways or promotional gifts, and for gifts which are in accordance with customary practices and politeness in a country, and are in conformity with the relevant statutory regulations. Particular caution should be observed with civil servants or officials, including individuals in positions of authority in foreign countries. The acceptance of gifts must not impact negatively on the image of the company in the public domain and should not be a cause of embarrassment to employees if they become known in the public domain.

The giving or acceptance of products or other items on loan for an unlimited period of time may also assume the character of a prohibited gift, or of acceptance of advantage or granting of advantage.

Invitations from or through business partners which are not connected with business visits, or which are unusual or disproportionate, require written in-company approval.

If an employee is confronted with an offer or request for a personal advantage, this should be reported immediately to the employee’s supervisor.

5. Approach to employees

We have a responsibility to our employees. This is why we ensure that we have a modern leadership culture and promote the knowledge and experience of our employees. Our dealings with them are characterized by fairness, tolerance and equal opportunities. By the same token, all employees are responsible for ensuring that their behaviour is in accordance with the principles that regulate the business dealings of the company.

5.1. Management culture and promotion of employees

Each manager bears responsibility for their employees. Managers must gain respect through exemplary personal behaviour, performance, transparency and social skills. Managers place confidence in their employees, agree clear, ambitious and realistic goals and grant employees as much independent responsibility and scope for manoeuvre as possible. Only committed and qualified employees can guarantee the success of SURTECO SE. We regard the skills of our employees as valuable capital and therefore invest in their qualification and competence. Commitment and performance are qualities that are fostered in particular.

5.2. Handling company property

All employees must handle company fittings and fixtures, in particular machinery and tools, information and communication systems, with appropriate care and in accordance with their intended purpose. Information and communication systems in particular, must only be used for business purposes. The workstation and all equipment used by the workforce or the company must be kept tidy and in good order. Any loss or damage must be reported to supervisors.

Company property must not be used for private purposes without the express consent of the responsible office in the company. Company property must not be removed from the premises of the company.

Expense accounts may only be recorded in accordance with the relevant expense codes.

5.3. Protection of business secrets, protecting the rights of third parties

Our discoveries and our know-how are a key factor in the long-term success of our company. Promotion of the creative and innovative competence of our employees is therefore of strategic importance, in the same way as protecting intellectual property against disclosure to third parties and against unauthorized access by third parties. All employees are therefore required to maintain reasonable and necessary security standards in personal dealings and in electronic communication with third parties. The same is applicable to information which is disclosed to us by third parties. Employees must not participate in public discussions (e.g. events involving presentations, Internet forums, etc.) in their capacity as SURTECO employees without first obtaining express permission. They are also prohibited from placing information relevant to the company in the public domain (e.g. Internet).

Appropriate security standards should also be applied when forwarding information. Each employee must also be clear about the level of security required when forwarding information.

All employees must valid effective intellectual property rights of third parties. Their unauthorized exploitation is prohibited. No employee may acquire the secrets of a third party without authority or make use of them.

5.4. Prohibition on insider trading

All employees of the SURTECO Group are permitted to trade in shares of SURTECO SE without restriction.

The insider legislation prohibits making use of insider information in order to achieve direct or indirect advantages when purchasing or selling securities. It also prohibits unauthorized disclosure of such information. Insider information relates to facts not generally known that relate to an issuer of securities where the publication of such information is likely to significantly influence the price of these securities. Such information is therefore important for investors in reaching a decision on whether to purchase or sell a security. This might be, for example, information about planned acquisitions, strategic alliances, financial results, new products, problems with products or important contracts.

The prohibition is applicable until the information is no longer relevant to the price or has been placed in the public domain. Prohibited insider deals may entail significant consequences under criminal and civil law for employees and for the company.

5.5. Avoidance of conflicts of interest

In order to avoid conflicts of interest, all employees must inform their supervisor or responsible personnel department and obtain consent for the intended

• acceptance of a mandate in another company
• acceptance of any paid or unpaid part-time employment
• acceptance of an entrepreneurial activity

This is applicable in particular to taking on function in or for a company with which SURTECO SE is in a business relationship or is in competition.

Any activity which would entail a personal conflict of interests for an employee also results in a conflict of interests if this activity is provided by a family member and/or a partner or friend or a third party.

SURTECO SE supports the political or social commitment of its employees. An activity in associations, parties or other corporate, political or social institutions, whether it is as a holder of a mandate or in an honorary office, must not impair the performance of official duties.

Statements of opinions made in the public domain should be expressed without reference to the function within the company and should be accompanied by loyalty to the company.

5.6. Prohibition on discrimination

All employees and all business partners have the right to fair, polite and respectful treatment by supervisors, employees and colleagues.

Nobody may be harassed or discriminated against on account of their race, skin colour, nationality, ethnic origin, gender, their sexual orientation, their beliefs or their view of the world, their political opinions, their age, their physical constitution, or their appearance.

All employees are obliged to respect the personal sphere of other employees. Sexual harassment and bullying are prohibited.

5.7. Health and safety at work

Safety at the workplace and the safety of our products are fundamental principles as far as we are concerned.

Employees are expected to comply with safety regulations, demonstrate risk awareness and contribute to safety-relevant activities. This is applicable to all risks that may arise at the workplace of our employees or in the use of our products. Identified accidents or perceived potential risks and hazards, and near accidents should be reported to the responsible supervisor without delay. The management of business units is responsible for establishing and monitoring a safety organization. Each supervisor is responsible for the protection of their employees and must provide appropriate induction, training and supervision. All managers are responsible for carrying out risk assessments to determine and evaluate hazards and burdens for people. This also includes organization of preventive industrial medical care.

6. Environmental protection

Our company is committed to the protection of our environment as a corporate goal and declares conservation of resources in the manufacture of our products to be an important production factor. The following principles relating to environmental protection are applicable:

• We protect our environment, conserve all natural resources and avoid or reduce pollution for humans and the natural environment.
• We take account of the requirements of preserving the environment in development and design, in the production process, in packaging and in the shipment of our products, as well as the introduction of new plants and products.
• We expect compliance with all laws and directives issued for protection of people and the environment, as well as our business partners. Training sessions on environmental protection are a fixed element in employee qualification programmes.
• The most environmentally friendly method of waste disposal should be selected which is reasonable on the basis of commercial considerations.
• If incidents occur which may result in environmental pollution, the responsible offices of the company must be informed without delay, comprehensive information must be provided, and these offices must submit to the official authorities such reports as are required under statutory regulations.

7. Conduct towards authorities

We strive to have a cooperative and transparent relationship with all responsible authorities. If authorities investigate breaches of applicable law, proceedings of this nature are conducted in accordance with specified rules. These rules also include the right of those affected to have legal representation. The assertion of this right and taking advantage of the “right to silence” is not an admission of guilt.

Supervisors should be involved whenever official investigations take place. No employee may destroy, remove or modify company documents in printed or electronic form, which are associated with an investigation or proceedings under legal, official or private-law jurisdiction.

8. Implementation of the Code of Conduct

This Code of Conduct should be handed out to every employee. However, it is not sufficient to simply be aware of this Code of Conduct. Each employee is required to review their own behaviour on the basis of the defined standards.

Managers have a particular obligation to carry out the function of a role model and proactively demonstrate integrity in routine business dealings. They are expected to inform employees within their area of responsibility about the principles underlying this Code of Conduct and to integrate the Code of Conduct in employee training.

Managers also have an obligation to ensure compliance with the Code of Conduct and to carry out monitoring programmes as necessary.

The company will enforce observance of the defined rules. Infringements are punishable with possible consequences under civil law, criminal law and employment law.

If any employee has doubts about the legal validity of their own conduct or has suspicions of legally dubious activities within their working environment, they are expected to seek advice and assistance from the supervisor of the responsible specialist departments or the bodies representing the interests of employees. Transparency and trust are extremely important in cases where the company could be at risk of sustaining losses.

Regulations in contracts of employment or other regulations defined in individual contracts supersede the regulations specified in this Code of Conduct.