Code of ConductforRisk Management & Compliance

Nagase & Co., Ltd.
Risk Management & Compliance Committee

CONTENTS
Introduction to the Code of Conduct for Risk Management & Compliance.................... 1
Code of Conduct for Risk Management & Compliance ................................................. 2
1. Comply with Applicable Laws, Regulations and Nagase Policies .............................. 2
2. Elimination of Organized Crime ................................................................................ 6
3. Provide Useful Products and Services to Society ....................................................... 6
4. Respecting the Rights of People Involved in the Business ......................................... 7
5. Disclosure of Information to our Stakeholders ........................................................... 8
6. Protect the Global Environment................................................................................. 8
7. Risk Management...................................................................................................... 8
8. Responsibilities of Top Management ......................................................................... 8
Supplementary Provisions ............................................................................................. 9
NAGASE Group Product Safety Principles ................................................................. 10

April 1, 2024
Introduction to the Code of Conduct for Risk Management & Compliance
Our management philosophy provides that “We recognize our responsibility to society and offer
beneficial products and services while maintaining the highest standards of integrity. Through our
growth, we will contribute to society and enrich the lives of our employees.” Based on this philosophy,
we hereby establish and implement this Code of Conduct.
This Code of Conduct defines the behavior standards that NAGASE Group and its officers andemployees will observe as they carry out their work.
We require our officers and employees to comply with these standards and team them to others by
example—particularly to co-workers. Any danger of non-compliance must be addressed without delay,and officers or employees should identify the root cause of the issue, taking steps to prevent any
recurrence.
1.

Comply with Applicable Laws, Regulations and Nagase Policies- Conduct business fairly and in good faith, in keeping with laws, Nagase Policies and social
norms.
- Conduct work in keeping with internationally accepted norms to ensure our growth as a global
enterprise- Comply strictly with domestic and foreign laws, including laws regarding bribery andcompetition.

2.

Elimination of Organized Crime
We firmly reject any organized crime that threatens the public order and safety.

3.

Provide Useful Products and Services to Society
Contribute to society through useful goods and services.

4.

Respecting the Rights of people Involved in the Business- We foster a corporate culture in which employees can contribute with their independence andcreativity.
- We respect the rights of our employees as well as all of those who are involved in the NAGASEGroup’s supply chain and business activities, and those who contribute to the realization of asustainable economy and society.

5.

Disclosure of Information to our Stakeholders
We will ensure management transparency by fairly disclosing corporate information to ourstakeholders, including our customers, suppliers, employees, and shareholders.

6.

Protect the Global Environment
We recognize our responsibility, and will act to improve the environment.

7.

Risk Management
The NAGASE Group will promote risk management to achieve stable business continuity andsustainable growth, in a rational and optimal manner, by managing risks that may become
barriers to the management of the NAGASE Group.

8.

Responsibilities of Top Management
The top management of Nagase & Co., Ltd. and all NAGASE Group companies will take thelead to ensure that the business is administered “with the highest standard of dignity as a memberof society”.

1April 1, 2024

Code of Conduct for Risk Management & ComplianceThis Code of Conduct was created on November 7, 2003, and revised on October 1, 2012, September
1,2017, and April 1, 2024. Of the specific rules of conduct that the NAGASE Group and all officers andemployees of the NAGASE Group are required to observe in accordance with this Code of Conduct in
the course of their corporate activities, this Code of Conduct describes specific items that are
particularly important standards of conduct common to the NAGASE Group.
Being ethical and faithful are the most important factors leading to corporate activities. Our officers andemployees must make decisions considering the following points, which support NAGASE in our
mission to provide beneficial products and services to society while maintaining the highest standardsof integrity:
1) Comply with applicable laws, regulations, and Nagase Policies
2) Avoid conflicts of interest or self-dealing
3) Do not abuse authority
4) Exercise reasonable judgment after collecting adequate information
5) Act in the best interests of the NAGASE GroupIf you discover a violation (or potential violation) of this Code of Conduct, promptly report such to yoursupervisor orthe relevant department. You may also contact the Compliance Hotline if no other routes
for reporting are available. See “NAGASE Group Global Hotline Policy” and “Compliance Hotline
Rules” for details of the consultation and whistleblowing concerned.
1. Comply with Applicable Laws, Regulations and Nagase Policiesa) Compliance with Laws and Regulations
The NAGASE Group complies with all applicable laws and regulations of the countries andregions in which it operates our business, and conducts our corporate activities based on ethics
and the good common sense of society. There are a variety of laws and regulations; some set
forth the responsibilities based on approvals or licenses to engage in specific businesses, whileothers set forth the responsibilities of a company as a member of society. Although we cannot
discuss every law and regulation here, we want every officer and employee to understand thata serious violation could lead directly to risks affecting the survival of the company. We ask all
to make sincere efforts to comply with laws and regulations that are relevant to his/her workduties.
When you are unsure what to do in resolving a compliance issue, please confer with therelevant NAGASE Group department. You may also confer with an outside specialist ororganization to inform your decision-making.
(i)Compliance with Laws and Regulations related to Products and Services
The NAGASE Group works with many chemicals and other materials and services,
including those requiring careful or special handling. For example, we are required toobtain approvals or licenses under the Poisonous Material Control Law of Japan for many
products and services to be dealt or imported in Japan.
Certain qualifications, licenses, safety standards, quality standards, labeling methods,
document filings, periodic reports, transaction record filings, or other requirements may
be necessary, depending on the transaction type, product or service.
Officers and employees must be aware of, and enforce, compliance with local laws, aswell as with Nagase Policies.

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(ii) Compliance with Trade Laws
As we deal widely in foreign trade, violating import/export regulations might lead to anorder of suspension that could threaten the survival of the company. Any violation is aserious matter. You must carry out your duties in compliance with local law and Nagase
Policies.
Export transactions are regulated by export trade laws of Japan, the United States and othercountries. When a NAGASE Group company is to export or otherwise offer its product,
service or technology outside the country, it must obtain approvals or licenses from theconcerned governments as required. Application of export trade laws is not limited to theexport of manufactured products (goods). Offering technology via the Internet andpersonal knowledge (technical assistance) overseas is also subject to export trade controls
in Japan, the United States and other countries. This law also applies to providing such to
non-residents in Japan. Exporting goods, services or technology without the necessary
approval or license constitutes violation of the law in many countries.
Similarly, applicable import laws must be obeyed when conducting import transactions.
Many countries and regions have established import trade laws, the violation of which
could result in fines or imprisonment.
(iii) Compliance with Fair Competition Laws and Regulations
Many countries have fair trade laws (antitrust laws, competition laws, etc.) to protect
consumer interests and to ensure sound growth of their national economies. Cartels, thatis the mutual binding agreement of price or sales quantity between or among competitors,
are prohibited, and any company found in violation is subject to severe punishment andheavy fines. Such penalties could irreversibly damage the offending company.
The NAGASE Group complies with fair trade laws in the respective countries and regionsin which we do business. The following are just a few examples of prohibited behavior:- Sharing information related to the price and sales quantity with competitors.
- Attending meetings among competitors (including trade organizations) during which
price issues will be discussed.
- Participating in an arrangement, agreement, or gentlemen agreement, written or verbal,
concerning fixing prices, sales terms, profit margins, market share, market divisions,or bidding.
- Resale price maintenance or restriction.
- Abuse of dominant bargaining position or agreeing to unfair terms or conditions oftrade.
(iv) Compliance with Insider Trading Laws
In the course of your duties, you may obtain information about the NAGASE Group or athird party that has not been disclosed to the public. Using such information for personal
financial gain or other benefits is not only unethical, but it is against the law in many
countries. Such “insider trading” may be punished by heavy fines and/or imprisonment.
By extension, the trust of the NAGASE Group will also be damaged. Inside information
is defined as information not disclosed to the general public that ordinary investors would
consider in making a decision to sell, buy or hold stock or other marketable securities.
Please refer to the following specific examples of the misuse of inside information:- Information about NAGASE Group that might affect the share price of Nagase &Co., Ltd. Do not buy or sell Nagase & Co., Ltd. shares until after the public release ofsuch information.
- Information that the NAGASE Group is considering a new business partnership or a
new product. Such information might affect the share price of other companies (the3other party in a business partnership). Do not buy or sell the shares of any companies
involved until after the public release of such information.
- Information that could affect the share price of any supplier or business partner. Do
not buy or sell the shares of that company until after the release of such information.
- Any share purchases using inside information made in the name of a relative or
through another party is also not allowed.
- When inside information is to be given to officers or employees within the NAGASEGroup, such information must be limited to only those individuals with a need toknow. Inside information to be conveyed externally must likewise be limited to only
those individuals with a need to know, such as a contact at a business partner.
b) Appropriate Relations with Business Counterparties and Public Administration
The NAGASE Group prohibits the offering and receiving of unjustifiable benefits in the courseof commercial transactions. Officers and employees should exercise prudent judgment andcomply with the applicable laws, regulations and Nagase Policies such as the Basic Regulations
for Prevention of Bribery.
(i)Relations with Business Partners- Do not offer payments, gifts, entertainment or any other economic benefit beyond
the socially acceptable level to officers or employees of business partners.
Similarly, do not accept any economic benefits beyond the socially acceptable levelfrom officers or employees of business partners. The ways these situations are
viewed varies between each country and region. In addition, adequate verificationis required as the provision of economic benefits between private enterprises is also
regulated under the laws and regulations depending on the country or region.
- Any sales incentive or award must be offered according to Nagase Policies andrules.
- Suppliers must be selected according to rational criteria such as price, quality,
delivery time, attitude toward global environmental issues, respect for human rights
etc.
- Do not grant benefits to business partners or competitors for your personal gain.
- The purchase or acceptance of securities (including stock, stock options, etc.) from
non-publicly traded business partners could violate laws concerning unjust
enrichment. Always report your intent to purchase or receive such securities to thecompany, as the matter may be subject to company review and approval.

(ii) Relations with Public Officials
No benefits such as gifts or payments may be given to public officials (including foreign
national governments or local municipalities) or the equivalent for the purpose (orapparent purpose) of seeking favorable arrangements or actions related to their duties.
Similarly, no promise or offer of such benefits may be made to such officials. Payments
to distributors / consultants that are suspected of being repurposed to illegally influence
public officials or the staff of government agencies shall be terminated.
In many countries, the law prohibits offering gifts or payments to public officials or theequivalent. Besides the laws and regulations in the countries and regions that eachcompany of the NAGASE Group is located, take due notice that the laws and regulationsof the countries and regions where you go to on business and also third countries such as
the US FCPA (the Foreign Corrupt Practices Act) and the United Kingdom Bribery Act,as these may also applicable .
(iii) Fairness in Political Activities
The NAGASE Group is committed to ensuring impartiality and fairness regarding
political activities, in accordance with laws and regulations of the respective countries4and regions in which we do business. The political donations, purchases of party tickets
for fund-raising, and so forth are prohibited in principle. (except in private)c) Compliance with Nagase Policies and Rules
Each NAGASE Group company has regulations and rules that set forth the code to be observedby every officer and employee according to local laws, regulations, and culture. Violations ofthese rules of conduct are more than one person’s mistakes—they could lead to the company
being subject to civil or criminal charges. Officers and employees must comply with Nagase
Policies established by Nagase affiliate companies, including work rules and safety control
regulations.
Trade Secrets and Intellectual Property
Trade secrets such as expertise, information on technology and development, customer
and sales price lists, etc. must be treated and controlled as valuable company assets. The
same is true for trade secrets obtained from suppliers, business partners, or customers.

(i)Similarly, intellectual property rights including patents, utility models, designs,
trademarks, copyrights, artworks, and computer software must be treated as importantcompany assets, protected with the utmost care.
-

Handling of company trade secrets
Unauthorized disclosure of company trade secrets could damage the interests of andtrust in the company. Trade secrets are not limited to those in written form, but also
include electronic media and physical goods, as well as verbal communication.
Company trade secrets may not be disclosed or distributed without authorization by
the company. When a trade secret is to be provided to a business partner, they mustsign a confidentiality agreement in advance.

-

Handling third-party trade secrets and intellectual property rights
Absolutely no attempt may be made to fraudulently obtain trade secrets of any third
party. Such an act might constitute both criminal and civil violations of the law.
Infringement of third-party intellectual property rights is against the law, and such
could give grounds for a claim for damages. Therefore, you must conduct preliminary
research and/or take other precautions.

(ii) Protection of Personal Information
The relevant laws and regulations of each country and/or region as well as internal rules
such as the “Personal Information Protection Rules” etc., must be followed in thecollection, management, use and disposal of the personal information of our customers,
officers, employees, etc. Noncompliance with our obligations may be found to be a
violation of law as well as resulting in civil liability.
(iii) Avoiding Conflicts of Interests
Some officers and employees may have decision-making authority or be able to influence
decisions across several companies. In such cases they must be careful to avoid conflictsof interests.
When there is a conflict of interests between companies, a decision in one company by
an officer or employee in the aforementioned position could be a detriment to the otherparty. In such cases the employee should report the situation to their superior and thedepartment in charge in accordance with Nagase Policies and should always act in thebest interests of the NAGASE Group as a whole.
Corporate decisions should always be made pursuant to Nagase Policies and this Codeof Conduct.

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(iv) Use of Corporate Assets
Officers and employees may not use the company's tangible or intangible assets (such as
office automation equipment, phones and company cars) and expenses for personal
purposes at any time.
(v) Proper Accounting
Entries into books and invoice slips must be kept accurate pursuant to applicable laws
and regulations as well as Nagase Policies. No false or fictitious record may be entered
for any reason.
(vi) Appropriate Use of Information Systems
The company's information systems must be used for business purposes only. A password
should be set up for personal computers used by officers and employees to prevent
information leakage. Note that the company may access data and e-mails on the computer
hard disks used by officers and employees as necessary.
(vii) Retirement from the Company
When retiring from the company upon reaching retirement age or for any other reason,
officers and employees must return to the company all property, documents and media(including, but not limited to, any devices such USB flash drive, CD-ROMs, external
hard disks, records, data, notes, reports, proposals, lists, correspondence, email messages,
specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow
charts, equipment, other documents or property, or reproductions of any of theaforementioned items) that may contain company trade secrets, as well as other company
information obtained in the course of their job duties. Retiring officers and employees
must also return any other corporate assets. Any intellectual property created by an officer
or employee during employment remains the property of the company.
Retired officers and employees of a NAGASE Group company must obtain priorapproval before disclosing or using NAGASE Group trade secrets or other company
information at any new place(s) of employment.
2. Elimination of Organized Crime
The NAGASE Group prohibits any relationship, directly or indirectly, with organizations that engage
in activities that have a negative influence on social order and sound corporate activities (e.g., fraud,
extortion, money laundering, bribery, narcotics, terrorism, etc.) or with individuals or organizations
suspected of involvement in such activities. Please exercise the utmost caution in your dealings withany party to ensure that the Nagase Group is not involved with organized crime or used for or involvedin criminal activities. If you receive any unreasonable demands from these groups, reject them and takeorganized and legal action in cooperation with the local police organization or outside professionalorganizations in the area concerned.
3. Provide Useful Products and Services to Societya) Develop and Offer Useful Products and Services with Adequate Safety Precautions
The protection of life, prevention of injury, and avoidance of damage to the property of ourcustomers due to product defects should be avoided at all costs. To ensure product safety, wemust pay careful attention to the safety of our products and services at every single stage ofbusiness operations. This includes research, development, planning, design, production, sales,
and after-sales service. We must comply with all applicable safety laws, regulations, and public
guidelines. We must ensure that information on product safety and handling instructions(including information obtained from suppliers) is conveyed to our counterparties, their staff,
and end customers without fail.

6b) Prevent Further Damage
When a defect is found in products, prompt action must be taken to prevent the damage fromspreading. Information on the defect must promptly be provided to product users and, if needbe, countermeasures such as a product recall must be taken.
c) Prevent Recurrences
When a product-related accident or trouble occurs regarding products or services, find out its
cause and appropriately store and utilize the records to prevent recurrence of such accident or
trouble. Each section of the company is advised to establish a system that guarantees that suchinformation is fed back in a prompt fashion.
d) Communicate with Suppliers
When we receive a complaint about a third-party product or service offered by the NAGASEGroup, we must immediately contact the third-party supplier. Together the NAGASE Groupand the third-party supplier should look at safety issues in all stages of product creation,
including research, development, planning, design, production, sales, and after-sales service.
When a defect is found in a product, information must be passed to the supplier. Issues must be
resolved quickly to prevent damage from spreading.
e) Respecting the history, culture and traditions of each country and region
The NAGASE Group respects the history, culture and traditions of each country and region inits business activities in these countries and regions. It obeys the relevant laws and regulations
applicable to each respective country or region and strives to take fair and just actions. In
addition, it places the sustainable development of each respective country or region in its vision,
contributing to economic, social and environmental progress.
4. Respecting the Rights of People Involved in the Businessa) Respect for Human Rights and Prohibition of Discrimination
The NAGASE Group, its officers, and employees respect the history, culture and customs ofeach country and region, and the personality and individuality of each person. We do notdiscriminate on the grounds of race, creed, gender, sexual orientation, gender identity, age,religion, nationality, language, physical appearance, disability, wealth, place of origin, or any
other similar basis.
We will also take the utmost care to ensure that human rights violations, such as humantrafficking, forced labor, and child labor, do not occur in the supply chains and businessactivities in which the NAGASE Group is involved. In the unlikely event that we find that wehave caused or contributed to a negative impact on human rights, we will work to remedy andcorrect such impact through prompt and appropriate procedures.
b) Respect for Privacy
The NAGASE Group, its officers, and employees respect the privacy of each person and pay
scrupulous attention in handling personal information, striving to manage such information
appropriately.
c) Establishing an Environment to Draw out the Strengths of Employees
The NAGASE Group has created safe and hygienic work conditions to establish anenvironment to draw out the strengths of our employees. We are also aware of local laws andregulations regarding workplace safety and hygiene, and conduct our operations accordingly.
Should a workplace accident occur, we will do our utmost to minimize damage and prevent a
recurrence.

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We will also strive to create a workplace that allows every individual employee to work withconviction and motivation. We will not only comply with labor laws related to working hours
but also support both the work and private life of the employees (work-life balance) by realizing
diverse ways of working and by making use of a variety of leave systems and so on. For
employees who need pregnancy, childbirth, infant care and family care support, we will strive
to achieve a balance between these needs and work, and create a workplace environment thatdelivers a fulfilling life for our employees.
We will address issues of harassment, whether it be sexual harassment, abuse of authority(“power-hara) or any other unlawful harassment, in the workplace to ensure that such conduct
does not occur either intentionally or unintentionally. We will promptly investigate reports of
discrimination, offering aid to victims, and taking steps (including disciplinary measures) toprevent discrimination in the future.
5. Disclosure of Information to our Stakeholdersa) Fair and Prompt Disclosure of Corporate Information
The NAGASE Group communicates with society by disclosing information in a timely andappropriate fashion. Such disclosure does not include, however, trade secrets or information
held under non-disclosure obligations. We hold to fairness and transparency in our business,
observing social norms. Information useful to society exists beyond that covered by legal statute.
We actively release a range of information useful to customers, business partners, officers,
employees, shareholders, investors, and local communities. In the course of day-to-day
communications, officers and employees are expected to understand what information theseparties require, and to address these needs with honesty and integrity.

b) Media Relations
Information provided to media (e.g., newspapers, magazines, radio and television) and security
analysts is oftentimes interpreted as an official response of the company and published as such.
It is the role of our public relations staff to provide clear and accurate information to the publicpursuant to our internal rules and company authorization. Employees may not contact the media
or analysts or answer media/analyst inquiries in violation of Nagase Policies and without
specific authorization.
6. Protect the Global Environment
The NAGASE Group cannot continue its business activities without addressing global environmental
issues. This is one of our most significant business challenges. As a matter of course, all NAGASEGroup affiliates are committed to protecting the environment and to achieve harmony through businessactivities (eco-friendly activities, eco-friendly products). We always consider the environmental impact
of products and services during the planning stages.
7. Risk Management
In order to manage risk in a rational and optimal manner and achieve stable business continuity andsustainable growth, the NAGASE Group will identify risks related to or affecting its businessactivities and take measures to strike an optimal balance between appropriate risk-taking to achievebusiness objectives and risk hedging to minimize damage and loss. In order to realize this objective,
the NAGASE Group’s executives and employees will proactively engage in risk management inaccordance with the "Risk Management Regulations" and "Risk Management Procedures".
8. Responsibilities of Top Management
The top management Nagase Co., Ltd. and all NAGASE Group affiliates will lead in complying withthis Code of Conduct and strive to ensure that the business is administered with “the highest standardsof integrity as a member of society”. When a violation of this Code of Conduct is committed, the top

8management themselves will take the relevant corrective measures to prevent recurrence. In addition
to fulfilling their responsibilities to promptly disclose and explain information accurately, they will
impose severe measures including appropriate punishments for any violations committed.
Supplementary Provisions
1. This Code of Conduct applies to all NAGASE Group companies and their officers, employees,
personnel who work at NAGASE Group under a staff dispatch agreement, personnel on loan to
NAGASE Group companies, and other personnel equivalent thereto.
2. NAGASE Group refers to the following companies:
1) Nagase & Co., Ltd.
2) Companies of which more than 50% of the voting rights are directly or indirectly owned by
Nagase & Co., Ltd. and
3) Companies which have agreed with Nagase & Co., Ltd. to adopt this Code of Conduct.
3. Changes to this Code of Conduct are drafted by the Risk Compliance Committee and approved by
the President.

9April 1, 2024

NAGASE Group Product Safety Principles
Nagase & Co., Ltd. and other NAGASE Group companies (“we”) will, in accordance with the Codeof Conduct for Risk Management & Compliance position product safety as one of the key issues ofsocial responsibility in order to supply safe products to customers and build a safe and secure society,and we will strive to ensure the safety of the products we manufacture, import and sell as a manufacturer.
1. Comply with laws, regulations, and corporate rules
We comply with the Consumer Products Safety Act and other related laws. Further, we exercise strict
management according to this Code of Conduct, ensuring product safety.
2. Create and observe corporate rules
We have created and observed corporate rules regarding product safety. We continue to improverules and practices, actively working to ensure the safety of customers who use our products.
3. Product Safety Promotion System
We have created an internal system to ensure that we comply with all product safety regulations, aswell as Nagase Policies. This system covers safety in all aspects of our business processes: research,development, planning, design, production, import, sales, and after service. We conduct scheduledinternal audits, adding employee training and/or revising Nagase Policies and systems as deemednecessary.
4. Preventing Accidents due to Misuse, etc.
We provide safety information and usage cautions helpful in preventing accidents caused by misuseor lack of care.
5. Accident Response
We take all measures necessary to recall products and/or limit damages in the event of a productrelated accident. At the same time, we gather information, quickly informing customers and relatedparties. We also file reports with relevant government agencies according to law.
6. Prevent Recurrence
In the event of a product-related accident, we research and identify the underlying cause, creatingrecords that we use as a basis for preventing a recurrence.

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