Code of Conduct
for employees of the GRIMM GROUP

Preliminary Remark

Our code of conduct shall help us to correctly and adequately evaluate those ethical and legal questions which arise during daily business, strategic considerations and decision making processes.
GRIMM's politics imply that all business is to be done in an ethical and legally faultless way. Therefore we expect all employees without exception not only to follow internal rules but also to avoid conflicts of interest, to protect GRIMM's property holdings and to consider the customs, traditions and social norms of those particular countries and cultures with which we do business. Incorrect behaviour, which certainly includes workarounds and bypassing rules, is never in the interest of GRIMM.

1. Compliance of Laws and Social Norms

As responsible employees of GRIMM we commit ourselves to adhere all current laws, regard-less of their national or international validity, and also to consider national customs, traditions and other social norms. It is obvious that a violation will seriously damage GRIMM and can involve other negative consequences for the company as well as other single GRIMM employees.

2. Conflicts of Interests

We expect us and those who we deal with to consider the highest ethical standards. Private in-terests and GRIMM's interests are to be strictly distinguished. For this reason all employees are to avoid situations which might lead to conflicts between their personal interests and those of GRIMM. When in contact with already existing or possible clients, suppliers, contractors and competitors as well as job applicants at GRIMM all employees will act on best behalf of the company and will exclude any personal advantage.
Possible conflicts of interests may occur in the following situations:

• business relations with another company in which an employee, a relative or a friend of an employee has a direct or indirect share.
• business dealings with another company as far as a relative or an employee's friend of that company contributes to these business activities or has a financial interest in them.
• business proceedings with former employees or friends or employees or em-ployee's relatives.
• promises of employment conditions for relatives, friends or acquaintances in case of a possible employment at GRIMM.

In the event of a possible conflict of interests a decision has to be made in cooperation with the line manager.

3. Private Activities

During private activities of employees which might have an effect on GRIMM integrity and loyalty are also indispensable. For secondary employment or private business all employees must obtain an approval of their line manager or their responsible staff department beforehand, especially if

• the secondary employment/private business or preliminary work effects the em-ployee's operational or work-related performance;
• the additional business leads to a conflict with GRIMM's current or considered business activities;
• GRIMM's facilities shall be used or operational experiences shall be utilised.

An explicit permit of the responsible staff department is also to be obtained, if employees want to take over functions within companies with which GRIMM has business or competitive relations. In any case all referring regulations are to be considered in the employment contract. Not defined as secondary employment or private business are activities such as voluntary service or short-term employment in public areas like sports clubs.

4. Dealing with Business Partners, Authorities and Other Stakeholders

We expect our suppliers and service providers to meet our ethical standards.

GRIMM asserts itself on the market with the quality and good value for money of its innovative products and service. We make our decisions under reasonable economical aspects with respect to the rules and norms. We behave correctly in our business relations, observe the applicable rules and regulations against corruption, bribery and fraud and even avoid the mere appearance of a conflict of interest. As employees of GRIMM we acknowledge our responsibility to behave within business transactions in such way that no kind of personal dependencies or responsibilities occur. We must absolutely not be influenced in our business decisions and our behaviour by any kind of gifts, incentives or other advantages. We are aware that the granting or accepting of such advantages puts GRIMM and our business relations and reputation at a legal risk.

For that reason employees are not permitted to neither directly or indirectly claim, accept, offer or grant unjustified advantages during their business activities, be it in the form of payments, gifts or other contributions or benefits. This applies to persons, companies as well as authorities or other institutions. Particularly no home or foreign officeholder is allowed to be offered or granted any sort of advantage. Merely promotional and other generally applied gifts, hospitalities or other occasional standard benefits of verifiable low-value are accepted. To judge the conventionality resp. the value it is required to apply a strict standard in order to avoid the impression of irrelevant considerations. If necessary, this also applies to donations and sponsoring activities.

When in doubt employees of GRIMM must obtain their line manager's approval for accepting benefits.
No employee is permitted to take actions, alone or with others, which violate home or foreign regulations against money laundering. In case of doubt about the permissibility of transactions which include a transfer of hard cash, the management is to be informed and involved at an early stage.

5. Protection of Assets and Information Relevant for Competition

All employees are jointly responsible for the protection of tangible and intangible assets of GRIMM and its allied companies. Tangible assets include all objects such as buildings, proper-ties, products, computers, stocks on hand and any kind of documents. Intangible assets include know-how, industrial property rights, technologies, corporate trade secrets and other information valuable and important to GRIMM and are thus to be protected.

In this context IT-safety is especially important. All employees are asked to use any electronic information systems in a respectful, ethical and legally correct way and to apply all available safety precautions and procedures (especially coding and keywords) for protection of all GRIMM related data.

6. Dealing with Confidential Information

All employees are obligated to maintain silence about GRIMM's internal affairs which might damage the company in case they are made public. It is not allowed to pass on confidential in-formation - e.g. business strategies, research results or contents of internal reporting - to unau-thorised people within or outside of GRIMM. This also applies to information which employees have received from third parties. In case confidential information shall be forwarded to third par-ties for operational reasons the line manager has to approve. It should also be checked whether a special non-disclosure agreement, approved by the line manager in charge, is being arranged with the third party before passing it on.

7. Prevention of Contract Risks

GRIMM adheres to its obligations resulting from agreements with third parties. In order to avoid potential misunderstandings and unintended consequences all employees in charge of complet-ing arrangements and contracts are required to carefully weigh up the resulting rights and obli-gations resp. risks before signing a contract and to consult legal aid if necessary. Moreover, it is self-evident to follow the currently valid signature regulations.

8. Complaints, Hints

Violations of the laws, this code of conduct or other GRIMM-standards can be passed on to the particular line manager, the staff department or to the management directly.