Komatsu’s Worldwide Code of Business Conduct

11th
11th Edition
editionMessage From CEO
The cornerstone of Komatsu’s management philosophy is to commit ourselves to quality andreliability to maximize corporate value. We at Komatsu believe our “Corporate Value” is the totalsum of trust given to us by society and all stakeholders.

While Komatsu is expected to achieve its own sound and sustainable growth as a global
corporation, a growing number of stakeholders also expect Komatsu to give due consideration
to the environmental and social impacts of its business activities, products and services, andto make positive contributions to the sustainable development of society. Komatsu believes
that meeting these expectations is our social responsibility as a good corporate citizen, while
we seek to find solutions for ESG (Environmental, Social and Governance) issues throughour core business activities. In addition, a positive cycle of solving ESG issues and improving
our earnings is expected to facilitate sustainable growth for Komatsu. Part 1 of “Komatsu’sWorldwide Code of Business Conduct” (the “Code”) provides principles and standards forresponsible business conduct that Komatsu follows to fulfill its social responsibilities.
For Komatsu to continue to earn the trust of society, each and every employee of Komatsu isrequired to act in good faith, ethically and in compliance with laws, regulations and other rules
generally recognized and respected by society (the “Rules”). Accompanied by examples, Part 2of the Code contains select universally applicable rules which set the code of conduct thatmust be followed by all employees of Komatsu, including myself.

As mentioned earlier, the Code does not cover all the Rules to be observed. Details or particularapplications of the Rules may also vary depending on the country or region. When dealing withspecific problems, each and every employee, including the management of each division andcompany, must work together to resolve the problems, following the principles and standards
set forth in the Code and in line with the rules of the actual workplace (Gemba), the real thing(Gembutsu), and the real situation (Genjitsu).
All employees of Komatsu are also expected to make decisions in accordance with the priority
order of “Safety (and Health), Law (Compliance), Quality, Delivery, and Cost”, and to give thehighest priority to Safety, Health and Compliance over all other principles. In addition, the “Five
Principles of Compliance” demonstrate basic actions in order to comply with the Rules, and inparticular, strictly prohibit covering up or disregarding any wrongdoings or mistakes in violationof the Rules.
All employees of Komatsu should understand the meaning and purpose of social responsibility
and compliance described above, act in accordance with Komatsu’s Worldwide Code ofBusiness Conduct, and strive to grow further as a company with increasing societal trust.
April 1, 2021

Hiroyuki Ogawa
President and CEO, Komatsu Ltd.

Five Principles of Compliance“Five Principles of Compliance” (the “Five Principles”) represent the basic actionsof compliance that all Komatsu employees must observe. Komatsu employees
must always keep the Five Principles in mind and perform their respective dailyjobs accordingly.

2

Following are explanations of each of the Five Principles:

1. To fulfill the trust of society, we must always follow the “Rules.”The company and its employees are expected to act faithfully and ethically incompliance with the law and the rules generally recognized and respected insociety. Failure to comply with the Rules (*) will result in a loss of the trust of society.
Instructions from superiors or requests from customers do not constitute any kindof excuse for a violation of the Rules.
(*) “Komatsu’s Code of Conduct” defines the laws, regulations, standards, andsocial norms that companies and their employees are expected to comply withas “rules of the business community” or “the Rules.”

2. Check or ask if you are uncertain about the “Rules.” Lack of awarenessof the “Rules” is not an excuse for not following them.
There are many Rules that companies and employees must observe. Lack ofawareness of the Rules is not an excuse for not following them. To not know theRules is unacceptable. Accordingly, each employee must strive to be familiar with
the Rules related to his/ her work, including any updates.

Especially with laws, regulations, and standards which may have serious adverse
impacts if violated, it is imperative to check with internal and/or external experts toproperly understand the contents (including any updates) so that such Rules are
duly observed.

3. Never cover up or disregard any wrongdoings or mistakes that violate
the “Rules.“ Report any issue immediately to the appropriate person(s)or department(s).
In many corporate scandals that attract public criticism and are of social concern,
it is the “covering up or disregarding” an issue or the lack of corporate governancethat is considered problematic, which results in further damage to the reputation of
the corporation.
It does require courage to report bad news such as wrongdoings or mistakes.
However, the dishonest practice of covering up or disregarding these issues will
not fix the problem, which will be discovered sooner or later. Never cover up or
disregard any wrongdoings or mistakes.

4. Promptly correct any wrongdoings or mistakes and take effective
measures to prevent recurrence.

When wrongdoings or mistakes are found, it is important to correct them promptly,
prevent further violations and mitigate adverse impacts. Measures to preventa recurrence must not be ad hoc; rather, you should go back to the source ofthe problem and introduce effective and permanent measures that address theroot cause.

3For example, if you find a fire in a company warehouse, you should immediately
notify the fire department. You would first focus on putting out the fire. Then, once
the fire is extinguished, identify the cause of the fire by conducting thorough on-site
investigations and eliminate all possible root causes to prevent recurrence.
If you simply post a “Beware of Fire” sign on the wall of the warehouse and anotherfire of similar nature were to break out under such circumstances, it would resultin more severe condemnation by society and the company will lose the trustof society.

5. Never obstruct anyone from reporting or using the Compliance
Hotline (whistleblowing); never retaliate against the reporter/
whistleblower for reporting a concern in good faith.

In order for a company to earn and maintain the trust of society, the company
must promptly identify and remedy any deficiencies it may have. In addition toa supervisor reporting system and auditing system, a whistleblowing systemconstitutes part of such “self-purification function”.

To ensure that the above systems work in an effective manner, you should neverprevent any person who would bring useful information to the company from
reporting to the Compliance Hotline. The corporate self-purification function will
never be firmly established when people believe “honesty does not pay.” You should
likewise refrain from seeking out the identity of the whistleblower because thatwould put undue pressure on potential whistleblowers.

Komatsu has made a clear commitment that it will never take any unfavorable action
against any person because of his/her whistleblowing.

4Contents
Part I Guidelines for Business Conduct
1. Stakeholder Relations

8

2. Business Operations with Integrity and Fairness

9

3. Respect for Human Rights

11

4. Employment

12

5. Environmental Protection

14

6. Disclosure of Information

17

7. Internal Control Systems and Compliance Framework

18

(1)
(2)
(3)
(4)

Customers
Shareholders and Investors
Distributors and Supply Partners (Kyoryoku Kigyo)
Local Communities

(1)
(2)
(3)
(4)
(5)
(6)

Fair and Free Competition
Anti-Bribery: Relationship with Governmental Agencies and Officials
Proper Export Control
Firm Approach Against Anti-Social Groups
Protection and Management of Information
Customary Practices

(1)
(2)

Human Resources Management Policy
Occupational Safety and Health Policy

(1)
(2)
(3)

Disclosure of Information
Appropriate Financial Reporting
Prevention of Insider Trading

(1)
(2)

Internal Control Systems
Compliance Framework

5Part II Rules to be Observed by Employees
1. Ethical and Proper Business Conduct

20

2. Conflicts of Interest

22

3. Antitrust Compliance and Fair Competition

23

4. Anti-Bribery

25

5. Export Control

26

6. Trade Secrets and Proprietary Information

26

7. Electronic Communications Tools

27

8. Equal Employment Opportunity/Non-Discrimination

28

9. Harassment

28

10. Employee Privacy

29

11. Safety and Health29

12. Product Safety and Reliability

29

13. Environment

30

14. Disclosure31

15. Internal Control Systems

32

16. Financial Controls and Records

32

17. Prohibition of Insider Trading

33

(1)
(2)
(3)
(4)
(5)

Fraud (Behavior detrimental to company assets and value)
Bribes and Kickbacks (vis-à-vis customers, suppliers, distributors, etc.)
Gifts
Political Contribution
Records Retention

(1)
(2)

Antitrust Compliance
Respect for Intellectual Property Rights

(1)
(2)

Government Relations
Foreign Corruption Prevention

(1)
(2)

System of Internal Control
Internal/External Auditor Cooperation

Note: Samples inserted in Part II are for the purposes of providing a chance toponder the subject matters. Therefore, there may not be only one answer in thefollowing explanations.
6

Miscellaneous
A. Penalties

34

B. Compliance Hotline

34

C. Statement of Compliance35

D. Revision

35

E. Conflict

35
First edition published on January 1, 1998
Second edition published on January 1, 1999
Third edition published on June 1, 2000
Fourth edition published on October 1, 2001
Fifth edition published on February 1, 2003
Sixth edition published on December 1, 2004
Seventh edition published on January 15, 2007
Seventh edition second printing on October 1, 2008
Eighth edition published on April 1, 2011
Ninth edition published on April 1, 2014
Tenth edition published on October 1, 2017
Eleventh edition published on April 1, 2021

Definitions
CodeThis “Komatsu’s Worldwide Code of Business Conduct”

FamilyMembers of family such as spouse, partner, parent, child,sibling, grandparent, grandchild and other close relatives

Komatsu, we, our, or us

Komatsu Ltd. and its direct and indirect group companies

Komatsu employees,
you or yourAll who work for Komatsu, from top management toeach and every employee, including contract employee,
temporary employee, and others

Law Department

Law or Legal Department in charge of handling legal
matters generally or other applicable departments incharge of matters related to specific legal areas (labor
laws, environmental laws, etc.)

Rules

Laws and regulations applicable to Komatsu’s businessactivities, and those rules that are generally recognized
and respected in society
7Part I Guidelines for Business Conduct
Part I “Guidelines for Business Conduct” sets forth guidelines for responsible businessconduct, with keen awareness of the economic, social and environmental impact Komatsu
may have in promoting sustainable society through its business activities, products
and services. All organizations and employees of Komatsu are required to conduct theirbusiness activities in accordance with these guidelines.

Part I

1. Stakeholder Relations

When we talk about “stakeholders”, we refer collectively to all parties that are
affected by our business activities. Stakeholders include customers, shareholders,investors, distributors, business partners in the supply chain (“Supply Partners”
or “Kyoryoku Kigyo”), local communities and employees. Since Komatsu and its
stakeholders are working together as mutually indispensable partners to pursue
sustainable growth of Komatsu and to resolve social issues through businessactivities, together, we shall endeavor to establish and maintain long-lasting andhealthy relationships of mutual trust.

(1) Customers

Customers are the most important stakeholders for Komatsu. We shall always
consider customers’ issues from their point of view, provide our customers with
relevant information according to their needs, seriously listen to their input, andprovide them with suitable solutions by striving to deliver products, services
and systems that are designed with safety in mind, environmentally-conscious,
innovative and of superior quality.

(2) Shareholders and Investors

Rather than pursuing short-term profits, Komatsu will meet the expectations of
its shareholders and investors by aiming for continuous growth through stable
management, and fulfilling its corporate social responsibility.

(3) Distributors and Supply Partners (Kyoryoku Kigyo)

Distributors and Supply Partners (Kyoryoku Kigyo) are important business partnersof Komatsu. We seek long-lasting stable relationships based on transparency,
fairness, and mutual trust.

Distributors providing Komatsu products and services to customers are required to
conduct business responsibly in accordance with this Code so as not to undermine
trust in the Komatsu brand.
Komatsu encourages our Supply Partners to promote responsible procurement
activities throughout the supply chain in line with Komatsu CSR Procurement
Guidelines based on this Code.

We shall appoint our distributors and Supply Partners on the basis of financial
soundness and other objective business criteria, as well as from the viewpoint ofcompliance with the Rules.
8(4) Local Communities

Komatsu shall maintain close communication with our local communities andactively seek harmonious balance of interests, with a view to becoming a valued
corporate citizen.

To attain this goal, we will contribute to society through our core business
operations, and in addition, will actively and continuously engage in various global
corporate social responsibility (CSR) activities.
The following are the aims and basic principles that apply to our activities forsocial contribution:
Aims:

Activities for social contribution should:• have continuity;• contribute to the advancement of public welfare;• be chosen voluntarily (not forced);• be appropriate for the employee base; and• not be designed to advertise our products or services.
We acknowledge that it is each employee’s decision to participate in volunteer
activities, and value and support such participation by introducing various systems
and programs.

2. Business Operations with Integrity and Fairness(1) Fair and Free Competition

Komatsu recognizes the importance of fair and free competition in the market andshall comply with laws and regulations concerning antitrust, fair competition, andfair trade. In particular, a system shall be put in place to ensure strict compliancewith the following matters:
a.

b.
c.

d.

e.

Do not engage in collusive bidding, or production, price fixing, or market
manipulation, etc. or other acts that restrict free competition.
Do not obtain or use trade secrets of third parties illegitimately.

Do not infringe on intellectual property rights of third parties or use intellectual
property of others without permission.
Treat business partners in procurement, sales, distribution, and other value
chains fairly and conduct business in good faith. Do not use our advantages
to force unfair deals or impose restrictions or give directions as to prices inviolation of laws and regulations of each country or region.

Do not improperly represent the quality, performance, specifications, etc. of
products and services to avoid misrepresentation.
9

Part I

Principles:

To clarify the responsibilities of Komatsu and our employees as
members of the local community and guide their activities forsocial contribution accordingly.

(2) Anti-Bribery: Relationship with Governmental Agencies and Officials

Komatsu shall observe all relevant international codes, laws and regulations of eachcountry related to anti-bribery, and maintain sound and transparent relationships
with government agencies and officials of each country. Komatsu shall also
require its business partners, distributors, agents, and other intermediaries toact accordingly.

Part I(3) Proper Export Control

Komatsu shall implement export controls for maintenance of international peaceand security. As such, Komatsu shall observe all applicable export control laws
and regulations as well as relevant Komatsu policy and internal rules to ensure
that, in relation to any transaction, the products or technology of our respective
companies will not end up being used for the development, manufacture, use, and/or storage of weapons of mass destruction and conventional arms, support ofterrorism or other activities of threat to world peace.

(4) Firm Approach Against Anti-Social Groups

Komatsu will reject any relationships with groups or individuals pursuing economic
interests by means of violence, intimidation, or deceptive methods, or any otherorganized crime groups, and take a resolute stand against any and all demands
from them.

In addition, Komatsu shall comply with all applicable laws and regulations relating tomoney laundering and shall not be involved in any way.
(5) Protection and Management of Information

Properly manage information provided by outside individuals, business partners
as well as our internal and proprietary company information by preventing
unauthorized disclosure, falsification, loss, or destruction and by implementing
measures to prevent system failures.
a.

Cyber Securityb.

Personal Informationc.

Take appropriate measures against cyber attacks, hacking, and othercyber risks.
Acquire, manage, use, provide, and dispose of personal information
appropriately in accordance with applicable laws and regulations.
Data Falsification

Do not falsify data on safety, performance, quality, test results or any otherinformation, or file false reports.

(6) Customary Practices

Komatsu recognizes that customary practices in business may vary from one
country or region to another. Although we respect such customary practices
in the country or region in which we operate, we shall give priority to fairness
and compliance with the Rules and refrain from following the custom whenever
we believe there is conflict. If there is conflict between customary practices
10and applicable laws and regulations, we must always follow the applicable laws
and regulations.

3. Respect for Human Rights

Komatsu shall support and respect the protection of internationally proclaimed
human rights and make sure that we are not complicit in human rights abuses inorder to address ESG issues.

Human Rights Policy(1) Respect for Human Rights

The Komatsu Way describes the values that all officers and employees in
the Komatsu Group, including those at top management level, should inheritin a lasting way. To implement the Komatsu Way, it is necessary that we
act responsibly in accordance with the expectations of society. Komatsu
believes that it is essential to ensure that respect for human rights is firmly
embedded within our company and therefore applies the human rights policy
to Komatsu’s worldwide operations to conduct its business. This policy isformulated based on international human rights principles encompassed by
the Universal Declaration of Human Rights. In addition to promoting businessactivities in line with this philosophy, Komatsu promotes activities that respecthuman rights such as the prevention of child labor and forced labor and theelimination of excessive working hours, the prevention of discriminationand harassment, the right to freedom of association, the right to collective
bargaining, minimum wage, health & safety, etc., in accordance with the“United Nations (UN) Guiding Principles on Business and Human Rights” andthe “ILO Core Labour Standards”. Komatsu Group will comply with the laws
and regulations of all countries where it conducts its business activities.
Where established international human rights norm exists as well as nationallaws, we will follow the higher standard; where they are in conflict and willseek ways to respect internationally recognized human rights to the greatest
extent possible.

(2) Stakeholder Engagement

When we talk about “stakeholders”, we refer collectively to all parties thatare affected by our business activities. Stakeholders include customers,
shareholders, investors, distributors, suppliers, local communities andemployees. We will consult with independent external knowledge on humanrights issues and respect dialogue and discussions with internal and external
stakeholders to understand human rights related issues. We will regularly
and publicly communicate our activities on human rights based on this policy
through our reports and/or Group website.

11

Part I

Komatsu has established its Human Rights Policy thereby declaring its
commitment to promoting respect for human rights in line with internationallyaccepted standards. Under this policy, we will thoroughly promote activities that
respect human rights.

(3) Local Communities

Companies cannot continue to exist without maintaining good harmony
with the local community. Komatsu wishes to be the most transparent
company which actively seeks harmonious balance of interests with the local
communities through close communication and contributes to the local
communities as a valued corporate citizen.

Part I(4) Human Rights Issues (Assessment and Due Diligence)

In our effort to apply the major principles for protecting human rights,
we conduct human rights risk assessments for our existing and new
construction/mining equipment and forestry machinery businesses
worldwide with the help of external experts. In addition to risk assessments,
we will conduct CSR procurement assessments for suppliers and promote
CSR procurement through improvement activities based on the results of
the assessments.

(5) Guidance for Employees, Distributors and Suppliers

In order to ensure the effectiveness of this policy, we will conduct appropriate
training and activities to raise awareness in employees throughout the Group.
We will also expect and encourage our distributors and suppliers to comply
with this policy in their own operations.

(6) Remedy

We have established and maintained a Global Compliance Hotline at ourheadquarters to take reports relating to non-compliance, including regarding
human rights issues and make this Hotline number known to all KomatsuGroup employees. Any employee who believes a conflict arises between thispolicy and the laws, customs or practices of the place where he or she works,
or who has questions about this policy or would like to confidentially report a
potential violation of this policy, should raise those questions and concernswith the Hotline anonymously. In addition to the Hotline for Komatsu Group
employees, anyone other than Komatsu Group employees who becomeaware of any circumstance or action that violates or appears to violate
this policy or applicable law with respect to human rights, can file a reportanonymously. They can contact us at https://home.komatsu/en/inquiry/ or callat +81-3-5561-4711.

4. Employment

Employees are the driving force of our business operations and indispensable
assets to Komatsu.

We shall maintain close communication with employees and endeavor to provide
a safe, healthy and comfortable working environment. We shall provide employeeswith appropriate education and training so that they can proactively enhancetheir respective skills and abilities. We shall also endeavor to provide them with
development opportunities to fully utilize their respective abilities, enhance theircareers and feel satisfaction and pride in being Komatsu employees.
12(1) Human Resources Management Policy

Human resources management differs based on historical and cultural
backgrounds. We should respect and take these differences into consideration.

Komatsu companies shall establish systems of human resources managementthat are suitable for their respective regions and in accordance with the following
basic principles:
Global Personnel Policy
a.

c.
d.

e.

f.
g.
h.

We shall respect diversity and treat and appraise each and every employee
in a fair and impartial manner. We shall not discriminate against any employee
on the basis of race, ethnicity, color, sex, sexual orientation, gender identity,age, religion, national ancestry, disability, marital status or other legally
protected status. We shall vigorously promote equal opportunities for
employment;
We shall give due consideration to work-life balance and physical/mental
health, and endeavor to provide the employees with workplaces where theycan effectively accomplish their tasks with satisfaction and pride;
We will not tolerate inappropriate behavior and speech which prevents
employees from working effectively and comfortably. In particular, all
Komatsu employees must not do any type of harassment includingharassment of subordinate personnel, sexual harassment, or harassment
related to pregnancy, childbirth, parenting, or nursing care, in and outside ofworkplace;

In designing and implementing Komatsu policies on employment conditions(such as wages, fringe benefits, performance appraisal, promotions), we shallassure that such policies are, and are understood to be, fairly and clearly
implemented. Such policies shall be accurately communicated to employees
and, to the extent practicable, made open and accessible;
We shall comply with all applicable laws and regulations governing
employees’ rights and faithfully accommodate, whenever applicable,
conversations or discussions with employees or their representatives;
We shall not tolerate child labor or forced labor; andWe shall offer terms and conditions of employment that are sufficiently
competitive in their respective regions.

“Any action violating human rights (harassment of subordinate personnel, sexual
harassment or other harassment related to pregnancy, childbirth, parenting or
nursing care)” is specified as grounds for disciplinary action.

Komatsu shall duly observe the basic principles above and, upon discovery of asituation or action in deviation from the above, shall immediately conduct a proper
investigation and implement remedial measures as necessary.
13

Part Ib.

We shall respect each employee’s human rights, personality, individuality andlegally-protected privacy;

(2) Occupational Safety and Health Policy

Management and employees of Komatsu companies will collaboratively promote
safety and health management activities to realize a safe and secure work
environment in accordance with the following policies.
Occupational Safety and Health Policies

Part I

a.

b.
c.

d.
e.
f.

g.

Observe the laws and regulations concerning occupational safety andhealth as well as internal rules, key items common to the Komatsu Group
about occupational safety and health, and particularly items agreed as aresult of labor-management consultations in each workplace.
Set up targets for activities based on occupational safety and healthpolicies, review their progress, and endeavor to continuously improveand enhance occupational safety and health activities.
Carry out occupational safety and health activities in managementand-labor partnership on a full participation basis and keep goodcommunication with stakeholders with regard to occupational safety
and health.
Identify and evaluate the risk for occupational safety and health of aworkplace and take appropriate actions accordingly.

Actively promote employees’ healthcare management and support themaintenance and promotion of employees’ health.
Actively promote education, training and qualification acquisition
necessary for employees’ occupational safety and health activities,
and endeavor to develop human resources for safely carrying out their
responsibilities in the workplace.

Subject to appropriate protection of personal information, publicly offer
the knowledge and information about occupational safety and healthactivities obtained through the business activities in order to securesafety and health in society.

Komatsu shall pay due attention to threats that might be posed by terrorism,
conflicts, riots, natural disasters, pandemics of serious infectious disease andother events beyond our control. Komatsu shall continuously endeavor toenhance security measures to minimize human losses even if such uncontrollable
events occur.

5. Environmental Protection

Komatsu products, while contributing to the achievement of more prosperous
and convenient living standards, also put burdens on the environment throughtheir production, use and disposal. In this regard, we shall endeavor to reduce or
counterbalance such burdens on the environment.

Under the “Earth Environment Charter”, Komatsu regards environmental protection
as a high priority and proactively takes relevant measures.
14

Komatsu Earth Environment Charter
Corporate Principles(1) Contributions to Realization of Sustainable Society

Mankind must not only promote the further growth of a rich and comfortablesociety but also pass down this indispensable environment of our planet earth
to future generations in a sound and healthy condition.

(2) Simultaneous Realization of Environmental and Economic Performance

We are committed to improving both environmental performance andeconomic efficiency, as a group of companies working toward superior
manufacturing for customer satisfaction. To this end, we constantly take up
the challenge of advancing technologies to develop creative products that
improve both environmental performance throughout the product’s life cycle
and the product’s economic performance at the same time.

(3) Observance of Corporate Social Responsibility

Each company of the Komatsu Group promotes environmental conservation
by not only complying with the applicable laws and regulations of theconcerned host community, region and country but also by establishingits voluntary standards which consider global and local environmental
concerns. Each company of the Group also strives to fulfill its corporatesocial responsibility by actively participating in local environmental
conservation programs and thereby promoting close-knit communication
with local communities, while striving to become a company trusted by all
Komatsu stakeholders.
Guidelines for Corporate Activity(1) Basic Stances on Earth Environmental Problems

We, at the Komatsu Group, work for sustainable society and earth
environment through our global business operations by addressing thefollowing four environmental problems with the stances discussed below.
1) Climate Change

We will reduce the use of energy and emissions of greenhouse gas in allphases of our business activities ranging from research and development,
procurement, production and logistics to sales and service as well as in
the total life cycle of our products and services.

15

Part IWe, at the Komatsu Group, define environmental conservation efforts as
one of the highest priority management tasks, and endeavor to contributeto the sustainable growth of society by integrating advanced technologies
into environmental conservation efforts in all our business activities.
This is represented by our hybrid construction equipment which features
a substantial reduction of CO2 emissions while in operation and by our
superior manufacturing.

2) Establishment of a Sound Material-Cycle Society

Through our business processes, we work to minimize the use ofnatural resources, such as materials and water, promote their re-use or
recycle them as much as possible, and expand Zero Emissions from ourmanufacturing activities around the world. At the same time we ensure
the thorough management of waste materials in all our business domains,
including our suppliers and distributors.

Part IWe also continuously work to increase the recyclability rate of products atthe time of disposal.

3) Conservation of Air, Water and Other Environments as well as
Management of Chemical Substances

We comply with not only local laws and regulations but also with ourestablished standards concerning the conservation of water quality,
prevention of air pollution, noise and vibrations.

As much as possible, we also ensure the thorough management ofchemical substances for use in our business activities, while continuously
reducing the use of potentially harmful chemical substances or replacing
them with alternative substances for discontinuation of their use.

4) Biodiversity

We recognize biodiversity as one of the important issues concerning theearth environment, evaluate, understand and analyze impact on it in all ourbusiness domains, and work on our tasks according to the criteria of thehighest impact and/or the most effective actions.

(2) Framework of Global, Group-wide Environmental Management System

The Komatsu Head Office, as well as the manufacturing facilities and main
companies of the Komatsu Group, already with ISO certifications, will work
to maintain and improve their environmental management system, whileother manufacturing facilities and suppliers will also work to establish theirenvironmental management systems and reduce their environmental impact.

The Komatsu Environmental Committee develops environmental action plans
and common guidelines for the Komatsu Group. Based on these Group-wideplans and guidelines, each division or company sets up its own mid- to longterm targets, develops and implements specific action plans, reviews them
regularly and works to continuously improve them.

(3) Environmental Education and Communication

We believe that it is important to enhance the environmental awarenessof each and every employee and thereby actively promote environmental
awareness and education programs for all employees.

We will gather environment-related information concerning not only our
manufacturing facilities but also other related entities, such as majoraffiliated companies and suppliers, and strive to disclose such information,
thereby facilitating proactive communication with all our stakeholders, suchas customers, employees, local communities and suppliers and further
expanding the content of environmental communication.
16

Komatsu shall promote activities for environmental protection throughout its
operations in accordance with the above Charter and policies.

6. Disclosure of Information(1) Disclosure of Information

At the same time, to prevent damage to Komatsu’s reputation throughinappropriate disclosure or by employee misuse of social media, Komatsu shallestablish and circulate relevant written policies regarding public communications
and the proper use of social media.
(2) Appropriate Financial Reporting

Komatsu companies shall establish and maintain effective internal control systems
to ensure the reliability of their respective financial reports. Komatsu companies
shall also ensure that their books and records are properly kept, and their reports
are timely made from the financial, accounting and tax points of view, in fullcompliance with all applicable laws, regulations, accepted accounting principles
and internal rules. Tax payment obligations must be properly fulfilled in eachcountry and region in accordance with tax-related laws and regulations.

The Representative and the CFO or their equivalents of each Komatsu company
must certify annually to the president and the CFO of Komatsu Ltd. that the financial
reports of their respective Komatsu company are appropriate in light of applicablelaws, regulations and accounting principles. If any significant deficiency is found intheir financial reports, they must report it to Komatsu Ltd.
(3) Prevention of Insider Trading

Komatsu shall establish a system to ensure prevention of insider trading or any
transactions that may cause suspicion of insider trading on the basis of any
non-public information, whether concerning Komatsu, our customers, business
partners or otherwise.

17

Part I

Komatsu shall disclose appropriate information on Komatsu’s business operations
to our shareholders, investors and other stakeholders to the extent permissible
under the relevant laws, regulations and contracts with third parties, and subject toappropriate protection of trade secrets and other confidential information. We will
respond to inquiries from our stakeholders in a timely and impartial fashion taking
into consideration the principle of impartiality. We will also proactively disclose
relevant business information to employees when appropriate, no matter where
they are geographically located.

7. Internal Control Systems and Compliance Framework(1) Internal Control Systems

In order to ensure appropriate corporate governance, Komatsu shall establish
and maintain, in accordance with corporate laws and other relevant laws andregulations, an intra-group control system including (i) improvement andmaintenance of transparency, soundness and efficiency of management, (ii) groupwide compliance with the Rules, and (iii) appropriate risk management.

(2) Compliance Framework
Part Ia.

Compliance Committee

The Compliance Committee was established at the Komatsu Head Office
to discuss and resolve compliance-related issues. The Chairman of theCompliance Committee shall be the president of Komatsu and the ComplianceDepartment shall be established as the secretariat.
The Compliance Committee has the following roles:

1) Determination of fundamental Komatsu policies on compliance with
the Rules;

2) Establishment and improvement of Komatsu’s compliance structures;

3) Communication and dissemination of established Komatsu policies to each
Komatsu company and its employees;4) Supervision of Komatsu’s compliance activities including Compliance
Hotline; andb.

c.

5) Handling of those specific matters in connection with violation of the Rules
and implementation of preventive measures against those matters.
Compliance Officer

Komatsu Ltd. shall appoint one of its board members or executive officers to
the position of Compliance Officer, and make it clear to all Komatsu employees
and to the public that the Compliance Officer is responsible for Komatsu’s
compliance with the Rules.
Development of Compliance Hotline

Komatsu Ltd. shall establish and maintain a Compliance Hotline at its
headquarters, and publicize this Hotline number to all Komatsu employees.
This Hotline shall handle whistleblowing of alleged or suspected violation of
the Rules, initiate investigations, and develop action plans for rectification,
as necessary.

Komatsu guarantees that no employee of Komatsu shall be treated unfavorably
because he/she consulted with, reported to, or in any other manner contacted
the Compliance Hotline, unless it is proven that such consultation, reporting orother contact was made for purposes against the Rules.

18

d.

Company Level Actions

Top management of Komatsu companies shall establish appropriate policies
and structures to promote a culture of compliance within their respective
organizations, including announcing specific responsibilities of those officers
and managers in charge. Komatsu companies shall also keep in close contact
with Komatsu Ltd. when designing and operating their compliance policies
and structures so that all items described in this section are implemented in
substance, and all relevant written rules are published internally and madeknown to employees.

Komatsu companies shall endeavor to establish regional supplemental Codes,
incorporating Rules that are specific to their respective countries of operationor business models; provided that the establishment or revision of suchderivative Codes shall not take effect until after the Compliance Department of
Komatsu Ltd. has fully reviewed and approved their contents.

19

Part IIn implementing the Compliance Hotline, Komatsu companies and KomatsuLtd. shall collaborate to establish an effective network of contact-points thatwill enable all Komatsu employees throughout the world to use the Compliance
Hotline in their native language. The Compliance Hotline will be staffed withexperienced personnel and the written policy and process of claims handlingshall be made available in advance.

Part II Rules to be Observed by Employees
This Part II contains the specific and concrete descriptions of actions that all Komatsu
employees must do or must not do to comply with the Rules. As such, you should readthis Part II thoroughly and perform your respective daily jobs accordingly.

1. Ethical and Proper Business Conduct

All Komatsu employees are expected to observe the Rules and conduct business ina lawful, ethical, and proper manner.
Unethical or improper behavior jeopardizes employee morale and productivity,and opens the door to more serious problems, such as loss of business, erosionof the client base or market share, potential lawsuits, monetary penalties, andcriminal sentences.

Part II

In particular, the following topics present ethical concerns:(1) Fraud (Behavior detrimental to company assets and value)

Example: One of my co-workers occasionally extends his business trips in order
to attend to personal matters, and I overheard him tell someone that he charges
the company for the extra cost (such as additional hotel room nights, andadditional flight cost). Is it a problem to charge the company the extra cost?
All assets of Komatsu, including its funds, facilities, fixtures, equipment, officesupplies, inventory, intellectual property, and information, shall be used solely
for Komatsu business. Komatsu employees shall not engage in conduct that is
detrimental to the Company’s assets, such as loss, unauthorized disclosure, theft,
unauthorized use, misappropriation, or misplacement.

Each Komatsu employee is responsible for the detection and prevention of Fraud.
You should be generally familiar with the types of fraud or similar improprieties thatmight occur in your area of responsibility and be alert for any indication of suchactivities whether by Komatsu employees or outside parties.
The term Fraud includes, but is not limited to, theft, embezzlement,
misappropriation and other irregularities including such things as:• forgery or alteration of negotiable instruments such as company checks
and drafts;• any conversion to personal use of cash, securities, supplies or any othercompany asset;• any unauthorized handling or reporting of company transactions; and• any falsification, or improper alteration, manipulation or destruction ofcompany records or financial statements for business, personal or otherreasons, including any actions made to impede, obstruct or influence any
proceeding or investigation of any governmental agency or internal audit or incontemplation of any such proceeding or investigation.

20

The above list is not all-inclusive but is intended to be representative offraudulent situations.

Komatsu employees shall not participate in methods or schemes to obtain
personal or business advantage or reward, including those which depart fromfundamental standards of honesty and good faith.
(2) Bribes and Kickbacks (vis-à-vis customers, suppliers, distributors, etc.)
Example: I’ve noticed that my colleague always purchases from one supplier,even though their prices seem much higher than the other suppliers. It is said
that he accepts something of value. Is this a problem?

Komatsu employees shall never offer or accept, directly or indirectly, anythingof value (such as a bribe or kickback) to or from a customer, a supplier (including
supply partners (Kyoryoku Kigyo); the same shall apply hereinafter) or others to
influence or reward an action. A business courtesy, such as a gift, contribution
or entertainment, should never be offered or accepted if it might create theappearance of an impropriety or is otherwise prohibited by law.

(3) Gifts

Example: A supplier’s sales representative offers you two tickets to a sporting
event. (The seats are in a prime location!) Although you don’t have direct
influence over the Komatsu decision maker that the sales rep works with, there
may be some expectation of a return favor on your part if you accept the tickets.
Can you accept this gift?
Komatsu employees and their families shall not accept, directly or indirectly, any
gift or favor from a competitor, supplier, customer or contractor, if the acceptanceinterferes with your ability to act objectively in dealings with such personor organization.

(4) Political Contribution

Example: Political Party X promises to promote the mining market. You havea little left in your budget and feel that supporting the party could benefit thecompany. Can you issue a check to the party on behalf of the company?
Unless otherwise duly authorized and approved by Komatsu Ltd., no Komatsu funds
or other assets shall be offered or contributed to a political party or used for any
political purposes whatsoever, whether or not permitted under local laws. Meetingsand plant tours with candidates and lawmakers conducted in compliance withapplicable campaign finance laws are permitted, however.

(5) Records Retention

Example: You just opened a drawer in storage and found documents of design
drawings from 20 years ago. You need the drawer space. Can you throw thedrawings away?
21

Part II(Regarding Komatsu’s policy on bribes to government officials, please refer to Part
II, Section 4 of this Code.)Komatsu employees shall retain records in accordance with Komatsu company’srecords retention policy and applicable laws and regulations. Documents
concerning matters which are the subject of litigation or government investigation
shall be retained and not destroyed until approval is received from the Law
Department, even though such documents can be destroyed under Komatsu
company’s records retention policy. This also applies to electronic data including
emails and other computer files. If there are any questions about whether records
may be destroyed, please contact the Law Department.

2. Conflicts of Interest

Part II

Example: I became aware that the company is planning to hire a new officecleaning contractor. My uncle is CEO of a company which provides suchcleaning services and I would like to recommend his company. Is this a problem?
Komatsu employees should not compete with Komatsu, and they should notsacrifice the interests of Komatsu to benefit themselves or third parties. Although
conflicts may arise in many different situations, try to avoid situations which haveeven the appearance of a conflict of interest.

The following are common situations in which a conflict is likely to arise. Situationsof possible conflict, including such common situations, must be avoided, unlesssuch situation is fully disclosed and approved in advance through consultation
with the Law Department or by an authorized officer pursuant to Komatsu’s
written policies:• direct or indirect ownership or beneficial interest in a competitor, distributor,
supplier, customer, or contractor (except when ownership is less than one
percent (1%) of publicly traded securities);• any consulting or employment relationship, either direct or indirect, withany customer, distributor, supplier or competitor, or service on the board of
directors of any customer, distributor, supplier or competitor;• any outside business activity which is competitive with any ofKomatsu’s businesses;• engaging in work or services for another business, civic or charitableorganization to the extent that the activities prevent you from devoting the timeand effort to Komatsu’s business which your position requires;• being in the position of supervising, reviewing or having any influence over thejob evaluation, pay, or benefits of any family employed by Komatsu;• processing or supervising payments (i.e., payroll, employee benefits) directly or
indirectly to your family employed by Komatsu;• loans to or guarantees of obligations of employees or their respective families;• appropriating, whether for yourself or others, any business opportunity which
you learn or develop in the course of your employment relating to any current
or prospective business of Komatsu;
22• selling anything to Komatsu or buying anything from Komatsu (not applicableto buying novelty goods, such as miniatures); and• using Komatsu assets (funds, facilities, property, know-how or personnel) for
other business or personal endeavors.

Anything that presents a conflict for the employee’s family would also present a
conflict for the employee.
Conflicts of interest are not always clear-cut. Any time a conflict appears, oryou are concerned that a conflict exists or might develop, you must discuss
the matter with your immediate supervisor, the Law Department or the Human
Resources Department.

3. Antitrust Compliance and Fair Competition
Example: At a recent trade show, I was having lunch with sales reps from several
competitors when the topic of rising steel prices came up. We all agreed that
there will soon be a need to raise our prices to cover the impact down theroad. Should I have participated further in the discussion, left the room, or
documented the discussion in some way?
As stated in Part I, Section 2 (1), all Komatsu employees must comply with antitrustand competition laws throughout the world. These laws protect the free enterprisesystem and encourage vigorous, but fair, competition. Planning or acting together
with any competitor to fix prices or to agree about the nature, extent or means ofcompetition in any market is against Komatsu policy and in violation of antitrust
laws. Antitrust laws may also prohibit agreements to boycott, to allocate products,
territories, or markets, and to limit the production or sale of products. Using illegal orunethical means to obtain competitive information or gain a competitive advantage
is prohibited. All Komatsu employees must exercise caution when attending tradeassociation functions to ensure that all interactions with competitors in the tradeassociation’s legitimate business activities comply with antitrust and competition
laws and Komatsu policy.
Antitrust laws are vigorously enforced. Among other things, communication withcompetitors, both direct and indirect, is governed by antitrust laws. Failure tocomply with antitrust or competition laws could result in severe criminal penalties,
including imprisonment, and heavy fines for both Komatsu and for the employee
or employees who violate them. Komatsu employees may not participate in any
activity which would result in a violation. These laws are complex and if there isany doubt in connection with any activity that may constitute a problem under
the antitrust laws, the Law Department of your company must be consulted forfurther advice before proceeding. You must always seek guidance from the Law
Department when confronted with interactions between competitors. Komatsu
employees should also review and comply with each Komatsu company policy
regarding antitrust compliance.
23

Part II(1) Antitrust CompliancePart II

Please specifically note the following:a.

Relations with Competitorsb.

Relations with Distributors or Customers

Any agreement, understanding or arrangement with a competitor concerning
price, terms of sale, production, pricing movements or allocation of territory or
customers is strictly illegal and can result in criminal prosecution. Therefore,
discussions of any of these activities with competitors are strictly forbidden.
All Komatsu employees must immediately leave any meeting at which policies
or cooperative conduct concerning prices or other prohibited matters are
discussed. Also, the Law Department of the affected Komatsu employees’
company must be immediately notified in writing about the meeting. These
guidelines apply to all contact with competitors, including those at trade showsor meetings of professional organizations.
Requiring a distributor or customer to resell a product at a particular price is
known as “resale price maintenance” or “vertical price fixing” and is prohibited.
Examples that could present antitrust problems:
Exclusive Dealing

Arrangements for exclusive dealing with a distributor.

Territorial
Restrictions

Restricting territories in which a distributor may
resell products.

Tying

Price
Discrimination

Requiring that a distributor buy one type of product inorder to purchase another type of product.

Selling an identical product to competing distributors
for different prices.

Generally speaking, these matters may or may not present an antitrust
problem. It will depend upon the individual facts and circumstances ofeach situation. However, none of these activities may be undertaken
without advance review by the Law Department and approval at the highest
management level within the appropriate operating unit.

Also, since distributors may be competitors of one another, care must be
exercised at all advisory council meetings to ensure that Komatsu is not a
party to, or facilitator of, any agreements between distributors with respect
to territorial restrictions, dealer price restrictions, or similar matters. If suchproposals are brought into conversation in an advisory council meeting, youmust immediately and conspicuously leave the meeting. Then, consult with theapplicable Law Department and document that you left.
(2) Respect for Intellectual Property Rights

Example: I am preparing materials for in-house training. When browsing throughcommercially available books for reference, I found explanations and diagrams
that are very easy to understand. Would it be OK to use them as-is in the
training materials?
24

As stated in Part I, Section 2 (1) c, all Komatsu employees must respect the
intellectual property rights of others. You must not photocopy, distribute, modify or
download any materials which are protected by a copyright, without the approvalof the copyright holder. When developing, manufacturing or selling new products,
you must check whether or not the new products will infringe upon the intellectual
property of others.
As intellectual property rights are complicated, make sure to consult with the Legal
or Intellectual Property Department.

4. Anti-Bribery

Example: An officer of a company owned by a certain country’s government
will visit my country for a tour of my local Komatsu factory. As a thank you forcoming all the way, I am planning to take the officer sightseeing and present asouvenir. Is this a problem?

(1) Government Relations

Under no circumstances shall any Komatsu employee make or offer a payment, giftor other thing of value to a government employee or official or political candidate
for the purpose of obtaining an unfair business advantage. This is not intended
to restrict any of you from working for candidates and parties of your choice as
an individual. Personal participation, including contributions of time or financial
support, shall be entirely voluntary.

(2) Foreign Corruption Prevention

Komatsu employees must comply with all provisions of the U.S. Foreign Corrupt
Practices Act (FCPA), the Unfair Competition Prevention Act of Japan and any othersimilar laws and regulations of different countries that apply to Komatsu. The FCPAand similar laws make it a criminal offense for Komatsu and its shareholders, agents,
and Komatsu employees to give anything of value, directly or indirectly, to a foreign
official for the purpose of influencing the official’s discretion. Stated simply, thesestatutes prohibit any direct or indirect bribery or attempt to bribe any foreign official
or politician to obtain business.
No distributor or agent may be appointed in connection with the solicitation orsale of Komatsu products outside each Komatsu company’s home country until
such distributor or agent has been approved in accordance with each Komatsu
company’s policy and procedure. Payments to distributors, sales agents,
consultants or representatives with the knowledge or with reason to believe thatany portion of such payments will be passed along to a government employee
or official or political candidate are also prohibited. Requests for commissions or
payments that are unusual or unreasonable in amount should be reviewed by the
Law Department or other relevant departments designated by Komatsu.

25

Part IIAs stated in Part I, Section 2 (2), it is the policy of Komatsu to avoid questionable
relationships with government officials, either domestic or foreign.

Proposed payments or use of Komatsu funds may be unlawful under the laws ofcountries other than an employee’s home country. This is often true of payments
requested by an agent or distributor. It is the policy of Komatsu to strictly comply
with such laws.

It is also the policy of Komatsu to comply with the accounting and record keeping
requirements of the FCPA and other applicable statutes to accurately reflecttransactions in conformity with accepted methods of accounting.

In some countries, industries such as mines and utilities are government-owned.
Officers, directors, and employees of these industries are considered government
employees, and cannot be offered payments, gifts or other valuable considerationin order to obtain an unfair business advantage.

Part IIIn sum, any activities which result in an unlawful act are strictly prohibited. Consult
the Law Department before engaging in any activities which you suspect may
be unlawful.

5. Export Control

Example: We received an inquiry from a new customer overseas, intending topurchase a large amount of construction equipment. As the profit margin was
higher than usual and it had a favorable condition of a lump-sum cash payment, I
decided to accept the order right away. Is there any problem?
As stated in Part I, Section 2 (3), it is the policy of Komatsu to comply with applicable
trade laws throughout the world, especially all applicable export control laws
and regulations as well as relevant Komatsu policy and internal rules in orderto ensure that the products or technology of Komatsu will not be used for thedevelopment, manufacture, use, and/or storage of weapons of mass destruction
and conventional arms, support of terrorism or other activities that are a threat toworld peace. For this reason, reasonable due diligence and screening of customers
and new business partners, including vendors, service providers, agents,
consultants, and distributors, is critical. It is also necessary to constantly confirm
that transactions with existing customers are not in violation of export control laws,
regulations, or policies.

Komatsu expects that Komatsu employees will fully understand the policy above
and take necessary steps to become familiar with Komatsu’s business partners andcustomers and implement safeguards to comply with international trade laws.

6. Trade Secrets and Proprietary Information

Example: You’re so proud of the unique and advanced technology used in
Komatsu equipment that you want to tell your friends all about it, even though it’s
not been publicized. What can you tell them?

26

Komatsu employees shall maintain as secret and confidential Komatsu’s trade
secrets and proprietary and confidential information and those of any third party
entrusted to Komatsu. Proprietary and confidential information includes any
Komatsu information which is not generally known to the public. Examples often
include financial data, sales figures, new product information, manufacturingmethods, customer and supplier lists, pricing information, information concerning
corporate acquisitions or divestitures, capital investment plans, supplier prices,
engineering data and drawings and certain employee information.

In case that a Komatsu employee is required to disclose or provide Komatsu’s
trade secret or proprietary and confidential information by a public office, court orother government organization, the Komatsu employee shall first consult with theapplicable Law Department.

7. Electronic Communications Tools

Example: A very expensive graphics application software is installed in my
PC provided by the company. As I have wanted personally to generate somegraphics by using this application software, I personally use this PC on my timeoff. Is there any problem concerning such an action?
Komatsu provides electronic communication tools and computer systems toassist employees in the conduct of Komatsu’s business. These tools are provided
for primarily business-related purposes, such as to communicate with other
employees, customers and suppliers, to research relevant business topics, and toobtain useful business information.

All messages, files, software or other material composed, sent, received or stored
on Komatsu computer and communication systems are and remain the property ofKomatsu, and are not the private property of any employee.
Unauthorized use of Komatsu’s computer systems, including e-mail and internet
access, is strictly prohibited. Komatsu employees should also review and comply
with Komatsu’s policy with respect to information technology.

27

Part II

Trade secrets and proprietary or confidential information shall not be disclosed
to anyone outside Komatsu except in accordance with applicable policies or awritten non-disclosure agreement approved by the Law Department, and only on a“need-to-know” basis. Komatsu employees with access to such information should
only disclose it to others within Komatsu on a “need-to-know” basis. Komatsu
employees should also be alert to inadvertent disclosures which may arise insocial conversations or in communications with the employees of customers andsuppliers. Komatsu employees must also maintain as secret and confidential thetrade secrets and proprietary and confidential information of customers, suppliers
and others.

8. Equal Employment Opportunity/Non-Discrimination

Example: A member of my staff is very talented, works enthusiastically and aims
to advance her career. However, she is going to have a child, so I am sure that
she will not be able to do the same work as previously as she will be raising her
child. Although I haven’t asked her, I will assign her a light or simple workload,
instead of many business trips or challenging projects. Is this a problem?
As stated in Part I, Section 3 (1) and Section 4 (1) b, Komatsu values and respects
the diversity of its employees and the communities in which it operates. Komatsu
employees shall not discriminate against any employee on the basis of nationality,
race, ethnicity, color, sex, sexual orientation, gender identity, age, religion, national
ancestry, disability, marital status or other legally protected status.

Part II

Any Komatsu employee who becomes aware of a suspected violation of this policy
should promptly bring it to the attention of his/her manager or the Human Resource
Department and/or report it to the Compliance Hotline.

9. Harassment

Example: I felt uncomfortable when someone at work of the opposite sex toldme, “You have become prettier recently,” so I consulted with my supervisor, who
simply commented, “Why do you mind? It’s a compliment.” Am I too sensitive?
As stated in Part I, Section 3 (1) and Section 4 (1) d, it is the policy of Komatsu toprovide and maintain a work environment that is free from harassment and unlawfulbias. Komatsu will provide and maintain a workplace free from harassment basedon an individual’s nationality, race, ethnicity, color, sex, sexual orientation, gender
identity, age, religion, national ancestry, disability, marital status or superior positionin the workplace, pregnancy, childbirth, parenting, nursing care or other legally
protected status.
All Komatsu employees are responsible for ensuring compliance with thispolicy. Harassment in any form, at any level and to any person such as Komatsu
employees, employees of other companies, or job applicants will not be tolerated.

Komatsu’s policy is to intervene early so that it may take the necessary steps toprevent a violation of this policy. Therefore, early reporting of any conduct which
may violate this policy, whether it is directed at the employee or others, is important.
Any Komatsu employee who believes that he/she has been, or knows that others
may have been, subjected to harassment should immediately report the incident
to his/her manager or the Human Resource Department, and/or report it to theCompliance Hotline.

2810. Employee Privacy

Example: One of my staff members went on a leave of absence for medical
treatment for a while, so I shared the name of his/her sickness to everybody inour department without his/her permission. Is there any problem concerning
such action?
As stated in Part I, Section 4 (1) a, Komatsu respects the privacy of its employees.
Employee data will be used for the sole purpose of supporting company operations
and providing employee benefits. Komatsu will comply with all applicable local dataprotection regulations.
All Komatsu employees are responsible for ensuring compliance with this
employee privacy policy. No Komatsu employee shall make any disclosure or useof personal data about other employees that he/she acquires through his/her work.
Exceptions to this policy are those authorized in advance by the Law Department.

Example: The metalworking machinery I use for my job is equipped with a safety
device to stop the machinery when it detects an entry of a hand or any partof the body. The sensors of the safety device, however, are so sensitive thatthe machinery sometimes stops unexpectedly. Because of this, production islowered and so I am going to turn it off. Is this a problem?
As stated in Part I, Section 4 (2), Komatsu is committed to providing a safe, healthfuland injury-free workplace for employees, contractors and the surrounding
community. Health and safety are a priority consideration in the planning andexecution of all work activities at Komatsu facilities.
Each facility shall meet or exceed all applicable standards in its jurisdiction andshall ensure that safe and healthful working conditions exist for all employees.
Unsafe conditions observed by employees shall be promptly reported to theoperating manager.

All Komatsu employees shall act in accordance with the “Occupational Safety and
Health Policy” in Part I, Section 4 (2).

12. Product Safety and Reliability

Example: We received an initial defect claim from a customer right after deliveryof the product. We discovered some cracks on a small part and were able to fix
the problem by simple welding, and the customer was satisfied. As we were able
to promptly solve the problem and have not heard about any more problems
from the customer, I have not reported to my supervisor about this issue. Is
there any problem with the way we handled the case?

29

Part II

11. Safety and Health

It is the policy of Komatsu to provide products and services that are designed to be
as safe and reliable as possible for their designed use. To assure the full realizationof this policy, Komatsu employees shall strive to:• provide products and services that comply with international standards andthe legal requirements particular to individual countries;• provide products and services that are safe and provide a sense of assurance,and do no harm to the customer;• provide products and services that minimize any injury that might occur to acustomer who has an accident;• on an ongoing basis, provide advance safety warnings after receiving
information from the customer and, in the case of a defect arising in a productor service, provide prompt response measures and information; andPart II• in order to create a corporate climate in which product safety is emphasized, tostandardize the safety management system and safety techniques as well as
make ongoing efforts to improve them.

13. Environment

Example: In our group-wide environmental audit, we discovered that the oilwater separation and septic tanks installed at the workshop of our distributor
would not be capable of efficiently responding to torrential rain, which happens
occasionally due to recent climate change. As this distributor has never had anoil spill, they want to keep the facilities as they are. Is there any problem?
As stated in Part I, Section 5, Komatsu recognizes the importance of preserving
the environment, conserving global resources and protecting human health. Each
Komatsu employee shall strive to ensure that Komatsu conducts its businessactivities in an environmentally responsible manner by:• complying with all applicable environmental laws and regulations in all of thecountries in which we operate;• undertaking continuous improvement of operations to enhance pollution
prevention (air quality and water quality), minimize waste production, increase
recycling, efficiently use non-renewable resources, reduce greenhouse gas
emissions and conserve biodiversity;• integrating environmental considerations in the planning and execution of all
work activities and corporate processes, including strategic planning;• conducting environmental audits to evaluate conformance with this policy andapplicable environmental laws and regulations;• using production processes that minimize environmental impacts; and• immediately reporting any suspected violations of an environmental law
or regulation to your immediate supervisor, a department in charge ofenvironmental management or Compliance Hotline.
30

Managers have a special obligation to be aware of environmental, health and safety
requirements and standards and to advise senior management of any issues whichcome to their attention.
All complaints received from any governmental agency alleging noncompliancewith any environmental law or permit should be promptly reported to the
Law Department.

14. Disclosure

Example: I found incorrect information about the company on a certain social
media platform. As an employee of the company, I want to make corrections by
writing in accurate information. Is it okay?

Any unintentional disclosure of material non-public information concerning
Komatsu by any Komatsu employee must be immediately reported to the Law
Department for review and determination as to whether the information must be
broadly disclosed.

All contact with the media may be made only in accordance with Komatsu’s
Disclosure/Communication policy. Komatsu employees should not answer
questions from anyone outside Komatsu asking for material nonpublic information.
Information is “material” if in light of the total mix of information available about
Komatsu a reasonable investor would consider the information significant. The
CEO or its equivalent of each Komatsu company shall identify those employees
authorized to communicate non-material information to trade publications or othermedia devoted to our industry or customers.
Do not post any Komatsu information on personal social media. Also, do not
impair Komatsu’s reputation by communicating on social media in any way thatmakes it look like such communications are made or approved by Komatsu.
Such communications include, but are not limited to, topics that could create
controversy about race, gender, sexual orientation, creed, religion, national origin,and political issues.

Any questions should be directed, through the general manager of public relationsor the general affairs department of each Komatsu company, to the Corporate
Communications Department of Komatsu Ltd.

31

Part IIAs stated in Part I, Section 6 (1), it is the policy of Komatsu to disclose financial data
and material information about Komatsu only in a manner designed to make suchinformation publicly available, and not to comment on analysts’ projections. Limited
exceptions to this policy may be authorized by the president or CFO of KomatsuLtd., or other officers formally designated from time to time.

15. Internal Control Systems

Example: My colleague skips some designated company rules when performing
his/her work. When I warned him/her, he/she replied, “These rules are no longer
compatible with today’s conditions, but it is too troublesome to change rules, so
it’s OK to leave them as they are.” Is it okay to leave the situation like this?
As stated in Part I, Section 7 (1), applicable laws and regulations also require
Komatsu to maintain a system of internal accounting controls.

(1) System of Internal Control

Each Komatsu employee has a responsibility to implement and maintain the internal
controls related to his/her particular job duties and to report defects of internal
controls or misconduct relating to internal controls that come to their attention.

Part II(2) Internal/External Auditor Cooperation

No Komatsu employee may take any action to fraudulently influence, coerce,
manipulate, or mislead any independent public or certified accountant engaged
in the performance of an audit of Komatsu or any member of Komatsu engaged
in the performance of an internal audit or investigation. All Komatsu employees
must cooperate in any audit or investigation conducted by Komatsu’s internal orexternal auditors.

16. Financial Controls and Records

Example: Construction of a building was scheduled to be completed in the final
week of the fourth quarter. However, I received a call from the contractor, tellingme that completion will not be until next week. As this project was budgeted forthe current fiscal year, it cannot be carried forward to the next fiscal year. Would
it be OK to ask the contractor to send me an invoice dated end of this month
before construction completes?
As stated in Part I, Section 6 (2), Komatsu is responsible for properly recording,preserving and reporting financial information to investors, government agencies,
stockholders and others, and for maintaining accurate, reasonably detailed records
which fairly reflect Komatsu’s transactions and disposition of assets. Applicablelaws and regulations also require Komatsu to maintain a system of internal
accounting controls.
False or misleading entries regarding both the amount or purpose of transactions,as well as any other misrepresentations or omissions, are prohibited. Some
examples of relevant documents and records include vouchers, bills, invoices,financial data, expense reports, bills of lading, submissions to government
agencies, performance records and agreements with agents, consultants or otherthird parties.

32

Company record keeping and reporting must be consistent to provide a uniform
basis for measuring, managing and reporting Komatsu operations. To this end,
Komatsu employees shall:• maintain complete and accurate records and accounts to reflect transactions
and the disposition of assets;• follow all accounting, reporting and control procedures established orapproved by the CFO of Komatsu Ltd.;• obtain and document all required management approvals before involving
Komatsu in any transaction or releasing any financial information;• keep records secure, including computer-based information resources; and• give Komatsu’s auditors and other authorized individuals accurate andcomplete information along with access to supporting records.

17. Prohibition of Insider Trading

Komatsu employees are prohibited from trading in the securities of any company
on the basis of “material non-public information”. Material non-public information
is any non-public information concerning a company, including its business,
prospects, securities, or markets, which a reasonable investor would consider tobe significant to an investment decision. Examples include actual or estimatedfinancial results; obtaining or losing significant contracts; possible mergers,
acquisitions or divestitures; and major changes in business strategies. Laws
applicable to Komatsu worldwide prohibit the intentional disclosure of material nonpublic information unless Komatsu discloses the information publicly.
If you have access to material non-public information, whether it pertains to
Komatsu or to another company, do not buy or sell Komatsu securities or those of
the other company until the information has been officially disclosed to the publicin accordance with applicable law. This Komatsu policy applies to all securities,
including common stock, debt securities, etc.
In order to implement Komatsu policy, Komatsu employees shall not:• use material non-public information for personal or third party’s gain; or• pass along such information to someone else who has no need to know.

Any questions should be directed to the Law Department.

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Part II

Example: You learn that Komatsu is going to have a very good fiscal quarter, but
this information is not public yet. Should you buy stock in Komatsu before thisinformation is released to the public?

Miscellaneous
A. Penalties

Violation of the Rules, concealment of violations, as well as alteration, falsification,
forgery or misrepresentation of facts related to any violations may result inappropriate sanctions and disciplinary actions. This may include terminationof employment. In some cases, Komatsu may report violations of this Code toappropriate law enforcement authorities where a violation of this Code may also bea violation of the law.

B. Compliance Hotline

Komatsu Ltd. maintains Global Compliance Hotline that handles whistleblowing
reports from Komatsu employees regardless of where they are located.
Contact point of Global Compliance Hotline
Phone:+81-3-3582-2506

E-mail:comp_hot@global.komatsu

Fax:+81-3-5561-1837

In addition to the above, Komatsu companies establish and maintain
Regional Compliance Hotlines that properly handle complaints of alleged orsuspected violation of the Rules so that whistleblowers can raise claims in theirnative language.

Please note that reports directed to the Global Compliance Hotline will be
forwarded to the corresponding Regional Compliance Hotline for investigation
and application of the relevant Rules. The Global Compliance Hotline will monitor
how the report is handled by the employees in charge of the Regional Compliance
Hotline, with the goal of assuring standard processes across the globe.
All hotlines will try to maintain the confidentiality of any disclosures, but Komatsu
employees must recognize that legal requirements and the best interests ofKomatsu may sometimes prevent this. However, Komatsu will not tolerate any
retaliation against a whistleblower who raises a good faith concern regarding
compliance with the Rules or provides information in good faith to an inquiry
or investigation. Any retaliation by an individual is a violation of this Code, evenwhen the retaliator believes that the whistleblower acted in bad faith. Any
Komatsu employee who believes he/she is retaliated against for taking oneof these actions is encouraged to report the matter immediately to one of theaforementioned Hotlines.

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C. Statement of Compliance

All Komatsu employees shall submit statements to the representatives of theirrespective companies, that they will comply with this Code in their respective job
capacities and behave in compliance with the “Five Principles of Compliance.” Theform will be specified and provided separately.
Top management of Komatsu companies shall, upon fully understanding thisCode, sign and pledge to the president of Komatsu Ltd. or the representatives ofregional headquarters as defined by Komatsu Ltd. that they will conduct business
operations in accordance with the Code in a separately prescribed form.

D. RevisionThis Code shall be reviewed periodically, and shall be revised if so approvedby the Compliance Committee of Komatsu Ltd. Copies of the new Code will be
distributed, either physically or electronically, to all Komatsu employees at the timeof each revision.

E. Conflict

No provision of this Code is intended to conflict with any agreement between
Komatsu and any labor union. If the terms of this Code conflict with any suchagreement, the agreement between Komatsu and the labor union will prevail.
Additionally, no provision of this Code is intended to change any work rule thatapplies to members of labor unions at any of our facilities.

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