Preamble

As an internationally active company, ITT Bornemann GmbH and its subsidiaries (hereinafter referred to as “Bornemann”) must comply with a variety of social, political and legal framework conditions both domestically and abroad. Even supposedly minor legal violations by employees and company bodies could considerably impair the company’s reputation and cause it major damage, including financial losses.

This Code of conduct describes the values, principles and procedures that guide Bornemann’s company behaviour. The purpose of the codex is to ensure that norms are adhered to throughout the entire company, and to create a working environment which is characterized by integrity, respect, and fair and responsible conduct. It is valid worldwide for all Bornemann employees and bodies.

1. Compliance with established laws and applicable regulations

Observance of all applicable laws and other legal provisions (including internal guidelines) is the indispensable foundation for all activity at Bornemann.

This code of conduct cannot cover all legal provisions which Bornemann bodies and employees must adhere to around the world. It only represents an essential foundation for responsible conduct by Bornemann, including its employees and organizational bodies. The Code of conduct is to be supplemented by special guidelines and training courses for particular areas of law, such as anticorruption measures, contract law or antitrust law.

All Bornemann employees and bodies are under obligation to obtain information concerning the legal provi-sions and internal guidelines applicable to their areas of responsibility within the group, and to obtain instructions from the authorities competent in these matters in cases of doubt.

2. Fair and open competition

Supporting and ensuring fair competition corresponds to the Bornemann business policy. Bornemann relies on performance with the focus on the customers as well as the quality of its products and services when it comes to competition. Bornemann adheres to all applicable domestic, EU and foreign antitrust laws as well as the laws against unfair competition and expects the same from its competitors. Agreements with competitors concerning prices or conditions are thus unacceptable, as are other agreements limiting competition, which includes particular agreements with competitors for the purpose of apportioning markets or customers. These principles naturally also apply with regard to agreements as to conduct, as well as to participation in trade associations and expert committees.

Bornemann rejects unfair competitive practices. Should its companies attain a position of dominance on the market, this position must not be abused with regard to customers and competitors.

All persons commissioned with the management of a business entity or a subsection thereof are expected to select the employees employed in tasks relevant to competition with due care, to inform them concerning prohibitions of limitations of competition on an ongoing basis and to monitor adherence to these prohibitions using appropriate measures as well as to point out the serious legal consequences involved in violations of antitrust law both for the company as well as for the persons committing such violations. Every employee and all bodies must understand that violations of guidelines concerning competition are under no circumstances in the interests of Bornemann and are therefore to be refrained from without exceptions.

3. Corruption

Bornemann rejects corruption in business relations both domestically and abroad. This applies both to relations with public officials as well as with regard to bodies and employees of other companies. No personal advantages may be promised or accorded in return for preferential treatment to either bodies and employees of other companies or public officials in connection with the activities by Bornemann domestically and abroad.

Bornemann employees and bodies cannot be bribed and do not obtain benefits from their activities – other than the remuneration paid by the company itself. They therefore do not accept any presents (other than normal advertising giveaways), invitations which go beyond normal practice (e.g. vacation trips) or other direct or indirect granting of preferences and avoid granting such privileges to Bornemann competitors, advisors, customers, suppliers, service providers and other business partners themselves.

On principle – particularly with regard to collaboration between Bornemann and its representatives, advisors, suppliers and other service providers – an adequate relation between performance and counter performance must be ensured.

4. Conflict of interests

The duty of all Bornemann bodies and employees includes avoiding conflicts of interest between their private interests (direct or indirect, or through related persons or companies) and the interests of Bornemann. The interests of Bornemann always take precedence in this regard.

The avoidance of conflict of interests also demands that in commercial relations with Bornemann competitors, advisors, customers, suppliers, service providers and other business partners, Bornemann bodies and employees avoid even the appearance of preference based on close contact to individual persons within the abovementioned organisations.

Examples of conflict of interests include the private exploitation of the company’s business opportunities, property or workforce.

Conflict of interests could furthermore exist

§ as a result of activities as employees, bodies, advisors or investors in Bornemann competitors, advisors, customers, suppliers, service providers and other business partners (e.g. buyers or sellers of shares in companies or their advisors);

§ as a result of private business relationships with Bornemann competitors, advisors, customers, suppliers, service providers and other business partners.

In cases of doubt, superiors must be consulted or possible conflict of interests disclosed and a policy decision by the managing director obtained.

5. International commerce

For Bornemann, the legal provisions for international trade applying to its products and services are binding. Bornemann companies therefore adhere to all applicable prohibitions on exports or imports and authorisation requirements from public authorities based on national or international law. Should you have any questions in this regard, please consult the competent export manager.

6. Fair working conditions

The commercial success of Bornemann depends to the greatest extent on its employees. The imperative for fair working conditions excludes any form of discrimination against employees on the basis of their gender, their sexual preferences, their origin, the colour of their skin, their religion or other personal qualities.

Bornemann considers it to be its duty to be a fair employer and to treat its employees in a respectful and socially just manner. This necessarily entails adherence to all valid health and safety regulations in order to guarantee the safety of employees at the workplace (see also Point 8). Bornemann also expects courteous interaction between its employees. Personal insults, defamation or sexual harassment will not be tolerated.

7. Loyal and transparent reporting

Honest and transparent reporting is indispensable for Bornemann, both within the Group and with regard to the public. All Bornemann bodies and employees are thus held to conscientious, complete, loyal and prompt reporting within the Group. Bornemann bodies and employees must observe the same principles when reporting to external parties (e.g. auditors, shareholders, public authorities and press). This is indispensable for the credibility of Bornemann.

8. Product safety, occupational safety, health and environmental protection

Bornemann constantly strives to develop innovative and high quality products and processes for its customers. Product safety has a high priority in this regard.

Bornemann adheres to legal requirements concerning occupational safety and protection of health, as well as environmental protection, to the same degree when it comes to the development and manufacture of products. These principles are also binding for employees at their respective workplaces.

9. Obligation to secrecy

Knowledge and information acquired by Bornemann are an essential element in its commercial success. Bornemann invests considerable personal and financial resources in the development of innovative products and services. The protection of the know-how acquired in this manner ensures success in competition on the market for Bornemann; hence, these possessions are subject to special protection.

All Bornemann employees and bodies are under obligation to prevent this knowledge and information from being divulged to third parties insofar as this represents company or business secrets, e.g. through unauthorised transmission of sensitive data in discussions with third parties. Furthermore, all employees concerned with this type of knowledge and information should investigate to what extent obtaining commercial protection rights for such knowledge and information is to be considered.

Company and business secrets of Bornemann business partners must also be protected against unauthorised disclosure.

10. Data protection

The respect of the personal rights of employees includes the protection of their personal data. Bornemann therefore pays attention to compliance with the respective valid data protection regulations and also demands this from its employees.

11. Internal organisation on compliance with the Code of conduct

The Bornemann executive management expects that all Bornemann employees around the world will be appropriately informed about this code of conduct. The executive management must furthermore ensure compliance with the code of conduct as well as its implementation in company practice through careful and sustained supervision. All Bornemann employees must be aware that violations of the code of conduct will not be tolerated under any circumstances, and that they may lead to sanctions under staff regulations and labour law, depending on the gravity of the violation.

Status: June 2010