Nabtesco Group Code of
Ethics Handbook

TOP MESSAGE

To all Nabtesco Group directors,
officers and employees

Enhancement of the Compliance System

activities. If you are in doubt with respect to a

to high standards in its legal compliancecompliance issue, please use this Handbook

and business ethics. Compliance is the vitalto confirm the appropriate action.

foundation upon which we implement ourIf you become aware of problems (orcorporate philosophy through our businesspotential problems) under the Code of Ethics,

activities. At the same time, complianceplease report the issue promptly and consult

is one of the most important factors inwith your supervisors or contact points forbecoming the business partner of choice inwhistleblowers.

today’s globalized business environment.

You must not allow the pressure of achieving

The Nabtesco Group Code of Ethics wasbusiness targets or of winning new businessestablished in December 2016 and revised

or inappropriate directions from yourin April 2022. This Handbook explains thesuperiors to cause you to hesitate to takecontents of the revised Nabtesco Groupaction. The Nabtesco Group will not tolerate

Code of Ethics. It is intended to provide

profit gained through non-compliance.

guidance when you have compliance

It is very hard to gain and very easy to lose

The Nabtesco Group has established a Compliance Committee to advise the Board of Directors.

questions related to your everyday businessthe trust of stakeholders. Single compliance

The Committee is chaired by the CEO and includes contributions from external experts.

violations have jeopardized the operations of

The purposes of the Committee are to determine the Group Compliance Promotion System

many well-known companies.

Regulations, formulate basic guidelines and decide important matters related to the compliance

Please bear in mind that the businesssystem.

activities of the Nabtesco Group are

In addition, by appointing Chief Compliance Officers and Compliance Officers who support

supported by individual actions grounded in

the chief officers for all of our administrative departments, in-house companies and Groupa high sense of ethics and transparency.

companies within and outside Japan, we are enhancing our compliance system on a

As CEO and Chairperson of the Nabtesco

group-wide and global scale. We hold a Compliance Liaison Meeting to enable the Chief

Group Compliance Committee, I will spareCompliance Officers and Compliance Officers to share information and exchange opinions, bothno effort to provide you with all necessary

in Japan and in all overseas regions where we conduct business (China, other Asia region, Northsupport.

America and Europe).

I look forward to working with you to lay

Furthermore, local in-house lawyers are deployed at Shanghai Nabtesco Business Management

the foundation we need to tackle the global

Co., Ltd. in China and Nabtesco Europe GmbH, the European regional headquarters in Germany.

challenges we face. We will continue toThis, through close collaboration with the headquarters Legal & Compliance Dept., enhance ainnovate to meet the needs of the future

global legal and compliance system.

Kazumasa Kimura
Representative Director
President and CEO
The Chairperson of the Compliance
Committee

Compliance Promotion System

The Nabtesco Group is firmly committed

adviceBoard of Directors

recommendation
Compliance Committee(Chairperson: CEO)
(Secretariat: Legal &Compliance Department)

CEO

Legal & Compliance Department
Chief Compliance Officer(Every Corporate Division, in-housecompanies and Group companies)

Complicance Liaison Meeting(Chairperson: CEO)
(Secretariat: Legal & Compliance Department)

Compliance Officer(Every Corporate Division,
in-house companies and Group companies)“wants” while basing our approach on the
Code of Ethics.

23

INDEX - Table of Contents
TOP MESSAGE

2Introduction
4.Management of

Enhancement ofCompany Assets, etc.

the Compliance System

3

INDEX

4

Introduction

5

Nabtesco Group Code of Ethics

6

Relationships with the Nabtesco Way

7

Scope of Application

828

4-1 Management of		Company Assets

29

4-2 Management of		Confidential Information30

4-3 Management of		Financial Information, etc.

31

4-4 Protection of

Implementation of		

Private Information

the Nabtesco Group Code of Ethics

9

Contact Points for Whistleblowers

11

1.General Standards

12

2.Relationships with the Company

14

4-6 Insider Trading34

2-1 Respect for Human Rights

15

4-7 Information Security

35

5.Relationships with Society

36

4-5 Protection and Respect for		

2-2 Discrimination and		 Harassment
Positive Workplace EnvironmentIntellectual Property

5-1 Relationships with Society

16

2-3 Building a Safe and
		

32
33

This Handbook is based on the contents of the Nabtesco Group Code of Ethics enacted on
December 27, 2016 and revised on April 1, 2022. This Handbook is intended to guide the actionsof directors, officers and employees of the Nabtesco Group by explaining the key points of eachprovision of the Code and providing specific examples of prohibited conduct and rules that must
be observed.
This Handbook and the Nabtesco Group Code of Ethics will be translated into several languages
to ensure that the employees of all Nabtesco Group companies have a good understanding ofthem. This Handbook will also be posted on the Group website where it will be accessible tostakeholders. The Code of Ethics and this Handbook will also be subject to constant review
in response to changes in the business environment and revisions to the relevant laws andregulations.

37

5-2 Disclosure of		

17Company Information

38

2-4 Political and		Religious Activities18

2-5 Conflicts of Interest

19

3.Fair and Honest Business Activities 20
3-1 Fair Transactions

21

3-2 Anti-bribery,		

Gifts and Entertainment

3-3 Trade Control

23
24

3-4 Relationships with Politics
		and Governments

25

3-5 Relationships
		with Anti-Social Forces

26

3-6 Development and Provision of		

Safe and Suitable Products

		and Services

27

4

5

Nabtesco Group Code of Ethics

Relationships with the Nabtesco Way

This Nabtesco Group Code of Ethics (“Code”) stipulates appropriate standards for the behavior

This Code supports the Nabtesco Way from the aspects of compliance.

of all Nabtesco Group personnel in order to ensure compliance* and thereby enable our businessIn particular, this Code reflects “4. Continue to reinforce our sense of ethics and highly

activities to accurately reflect our corporate philosophy.

transparent business activities” stated in Our Promises, and it is intended to provide a practical* “Compliance” means meeting the expectations of stakeholders (customers, employees, business partners,
shareholders and local communities) not only by complying with laws, regulations and internal company

guidance for “Ensure Transparency: Be open, fair and honest” and “Hold a High Work Ethic:
Make individual conscientious effort” stated in the Action Guidelines for All Group Members.

rules (including manuals, guidelines and other implementation rules) but also by behaving in accordance withgenerally accepted social and ethical standards

Employees

Customers

The
Nabtesco
Way(Corporate Philosophy)(Our Promises)(Action Guidelines)

Nabtesco
Group
Local
communities

Business
partners

The Nabtesco Group
Code of Ethics

Shareholders

67

Implementation of
the Nabtesco Group Code of Ethics

Scope of Application

This Code applies to all Nabtesco Group directors, officers and employees.
Each Nabtesco Group company may modify this Code or enact its own individual code of ethics to comply
with national or regional laws and regulations, generally accepted social customs and/or ethical standards,
business structural requirements and/or other requirements to the extent that these modifications and/or
individual codes of ethics do not contradict or relax this Code.
This Code is premised on global application. This is because it is a required condition that all
directors, officers and employees working in the Nabtesco Group act in accordance with thesame compliance standards, to ensure that the business activities of the entire Nabtesco Groupare conducted on the basis of high ethical standards and transparency.
For a company that already has a similar code of ethics, the requirement to revise a code that

(1) Behavioral Requirements for Directors, Officers and Employees
1 We will take appropriate action in reference to this Code when a compliance issue arises.
2 We will consult with our supervisors, compliance officers or contact points for whistleblowers at our

respective companies in the event that any Code-related question arises.
If you are a director, officer or employee of the Nabtesco Group, please read this Handbook
thoroughly. Consult this Handbook and take appropriate action if you are unsure about acompliance-related matter or when a problematic event or question arises in your day-to-day
work. Please note that all compliance training at every organization must be based on thecontents of this Handbook.

has already been distributed throughout the company may be waived to a certain extent when it
joins the Nabtesco Group, in order to avoid the burden imposed by such revision.

(2) Behavioral Requirements for Executives and Managers
1 E xecutives and managers will lead compliance with this Code, keep every employee informed about thisCode and monitor the status of compliance with this Code.
If you are an executive or manager, it is your responsibility to implement and take the lead oncompliance based on the Code of Ethics. It is also your responsibility to ensure that every
employee is informed of the Code by emphasizing the importance of compliance. You should
also monitor all areas of your organization for compliance with the Code. If you find inadequacies
or violations of the Code, you must take appropriate action immediately.

89

Implementation of the Nabtesco Group Code of Ethics(3) Reporting a Violation of this CodeContact Points for Whistleblowers
The Nabtesco Group has established a global whistleblowing system.
The methods for submitting reports, reportable issues and system design vary by region, but inevery region, reports are confidential and unfair treatment against whistleblowers is prohibited.



1 We will establish whistleblowing systems globally and operate them properly for the prevention, early

detection and correction of misconduct or any violation of this Code.


2 We will report to and consult with our supervisors, contact points for whistleblowers or departments

We encourage directors, officers and employees to use the whistleblowing system in fullconfidence. For details, please refer to the internal rules of each company.

responsible for compliance at our respective companies in the event that we become aware of any facts
that are creating or may create problems from the perspective of this Code.
Internal
requestor

As a director, officer or employee, you are strongly urged to take appropriate action if you
become aware of any violation or potential violation of the Code. Ignoring or concealing violations(All directors andemployees at
Nabtesco Group)

Reportwindow(Specializedcompany)

Anonymizationsuch consultation or reporting.

Dedicated WEB site

3 Persons who consult on or report Code-related concerns shall not be retaliated against in any way for

Contact
window
inside thecompany(Staff. Legal& ComplianceDepartment)or potential violations will not be tolerated.
When investigating issues, please prioritize solutions within the workplace first by consulting withyour coworkers, senior employees or supervisor. If solving an issue within the workplace would
be difficult (e.g., where your supervisor is in violation of the Code), please consult with or report
the issue via contact points for whistleblowers or other departments responsible for compliance.
Consultations and reports involving contact points for whistleblowers are confidential. Please
make use of the system in full confidence that any unfair treatment or retaliatory action against

Password

persons requesting consultation or submitting reports is strictly prohibited.

(4) Disciplinary Measures

1 We acknowledge and understand that a violation of this Code may result in disciplinary action inaccordance with internal company rules.
Once the causes and responsibility for the violation have been clarified, strict measures will
be taken in response to any violation of the Code. In some cases, a violation of the Code may
constitute a violation of laws and regulations. In such a case, criminal charges may be brought
against the director, officer or employee who committed the violation. The company may also be
subject to criminal, civil and administrative penalties. Moreover, if the company suffers economic
losses due to the violation, the company may bring a claim for compensation against the violator.

10

11

Investigation
Company's
countermeasure
FeedbackWe will comply with all applicable laws and regulations of the countries and regions in which we
operate and with all internal company rules, and we will behave with integrity based on generally
accepted social and ethical standards.

Key Points

The Nabtesco Group has already been conducting business activities in many countries and regions, andwill continue to expand its business globally in the future. It is the basic policy of the Nabtesco Groupto comply with all applicable laws and regulations of respective countries and regions, and to conductbusiness activities with integrity and in an ethical way. Our internal company rules incorporate applicablelaws and regulations and generally accepted social customs and ethical standards. As a director, officer
or employee, you are responsible for complying with all applicable laws and regulations and all internal
company rules that are related to your business operations, and to act with integrity.

1213

1 Respect for Human Rights
1 We will respect the personality, individuality and privacy of each person and adhere tointernational standards of conduct regarding human rights.
2 As a global company, we understand that the diversity of our various cultures and values is

one of our greatest assets, and we will respect this diversity.
3 We will not engage in or utilize child labor or forced labor.

Key Points

Respect for human rights in all aspects of our business activities is fundamental to the Code of Ethics.
A s a signatory to the United Nations Global Compact, the Nabtesco Group aims to bring the society toleave no one behind promised by the Sustainable Development Goals (SDGs) into existence and to berespectful of human rights in its business activities.
To supplement the Code of Ethics, we have established the Nabtesco Group Human Rights Policy,
which declares support for international norms on human rights, including the UN International Billof Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work. We arecommitted to respecting human rights in accordance with international guidelines such as the UN
Guiding Principles on Business and Human Rights.
We have established the Nabtesco Group CSR-Oriented Procurement Policy, which includes aprohibition on child labor and forced labor, with the aim of ensuring respect for human rights. We areengaging with human rights issues together with our business partners and other stakeholders.
Previously unimagined innovations and solutions to social problems emerge when directors, officers
and employees from different cultural backgrounds with diverse value and belief systems exchange
ideas and stimulate one another. This enhances our workplaces and business operations and enables
us to offer even more value to customers.

Specific Examples
You are prohibited from speaking or behaving in ways that undermine human rights and/or
individuality.
Be mindful and show respect for others whose values and beliefs differ from yours.

14

15

2 Discrimination and Harassmenta Safe and3 Building
Positive Workplace Environments

1 We will ensure equal opportunity and fairness in employment with regard to hiring, training

1 We will build and maintain a safe and healthy workplace environment and eliminate industrial

and promotion, etc.

accidents by complying with labor laws, regulations and internal company rules.

2 We will not engage in or tolerate any acts that impair individual dignity such as i) discriminationon the basis of race, skin color, belief, religion, nationality, ethnicity, birthplace, gender, age,disability, gender identity, sexual orientation, marital status, family structure, social status,
employment status and other factors, or ii) any type of bullying or harassment.

2 We will promote open communication in order to build a comfortable workplace environmentthat allows everyone to freely and constructively express their opinions.
3 We will respect diverse workstyles, strive to raise awareness of the importance of maintaining

a work-life balance, and in so doing, work on the establishment and improvement of a safeand positive workplace environment.

backgrounds. To fully leverage the advantages of this diversity as we continue to grow and evolve, it isimportant that each individual be accepted, recognized and respected.
You are prohibited from abusing your position or advantages to bully or harass colleagues or business
partners.

Specific Examples

Key Points

Key Points

The Nabtesco Group comprises directors, officers and employees with diverse beliefs, values andTo avoid injury and accidents during the daily commute or day-to-day operations, work together tomaintain a healthy workplace environment and to improve safety at the workplace on a daily basis.
S trive for open and honest communication between supervisors and subordinates. Practicing such
communication on a regular basis facilitates streamlined and accurate information sharing, leading toprompt responses to irregularities or errors.
Depending on the job responsibilities and the workplace environment, the company may not be able
to grant all individual requests, but we support efforts to improve work-life balance to the extent

Discrimination on the basis of race, skin color, ideology, belief, religion, nationality, ethnicity,

possible.

origin, gender, age, social status, disability, gender identity, sexual orientation, marital status,
family composition, form of employment or other factors is strictly prohibited.
At the workplace, you are prohibited from speaking or behaving in ways that negatively impact
the working environment, including the making of sexual advances or remarks and of jokes orslurs about race, age, religion, disability or sexual orientation.
You are prohibited from abusing your authority to act in ways that impair individual dignity.

Specific Examples
Observe the rules on safety in the workplace.
Report to your supervisor if you discover a dangerous place or situation at your workplace.
Properly manage your working hours and pay attention to your health.
If a disaster or accident should occur, respond swiftly and prioritize human life.
Be aware of the people around you, speak with them routinely and consciously, and make an! Explanation

effort to listen to different opinions at the workplace.

What is harassment?

Do not ignore or shut out any person who may have voiced an opposing opinion in a meeting

Harassment is disruptive conduct or abuse that inflicts mental distress or significant

or elsewhere.

disadvantages on other individuals. Even if you speak or act casually, your speech or behavior

Create a working environment that allows for diverse working styles to maximize individual

may constitute harassment if it causes another person to experience distress.

abilities, and allow for diverse working styles among your colleagues.

16

17

4 Political and Religious Activities

5 Conflicts of Interest

1 We will engage in political activities (including activities related to election campaigns) and1 We will clearly separate our business and personal affairs. We will not use our official

religious activities only on a private basis, after working hours and outside company facilities.

positions or capacities within our companies or company assets to pursue personal gain. We

If it is necessary to engage in such activities during working hours or within company facilities

will not engage in activities that would cause our interests in our companies to conflict withfor an unavoidable reason, they should be performed with sufficient care so as not to disturb

our private interests.

the work of others.

personal capacity.
In principle, you must focus on performing on your work assignments during working hours.
Consequently, any engagement in political or religious activities in a personal capacity must take placeoutside working hours.

Key Points

Key Points

The Nabtesco Group respects your right to participate in political and/or religious activities in a

As members of the Nabtesco Group, you must act with the best interests of the company in mind.
Even the slightest suspicion of a potential conflict of interest may cause material damage to thereputation and business of the Company.
Engaging in activities unrelated to the Company's operations at the workplace may both reduce theCompany's profits and cause the workplace atmosphere to deteriorate. Therefore, you must draw aclear distinction between public and private matters.

In some countries and regions, there is a culture or custom at companies of recognizing that directors,
officers and employees may engage in religious activities to a certain extent. The Nabtesco Group
respects such cultures and customs. We therefore grant an exception recognizing that directors,
officers and employees may engage in prayer or other religious activities in a personal capacity on
company premises during working hours when it is unavoidable.

Specific Examples
The following may constitute conflicts of interest.
‒ Procuring or directing the procurement of goods and services from a company owned or
managed by a close relative or friend

The Nabtesco Group does not encourage or support any specific political party or religion.

‒ Bypassing the fair employment selection process to hire a close relative or friend or using

Specific Examples‒ Taking personal advantage of opportunities or positions discovered in connection with theyour position at the Company to lobby for such hires

You are prohibited from engaging in political or religious activities in a corporate capacity.
Even in a personal capacity, you are prohibited from proselytizing or soliciting participation in
any religion on company premises.

Company's operations‒ Working a second job without the Company's permission‒ Sharing financial interests with customers, business partners or competitors of the Company.
If a potential conflict of interest arises, promptly report the matter and consult with yoursupervisor.

! Explanation

What is a conflict of interest?
A conflict of interest is a situation where a director, officer or employee may be hindered frommeeting their professional duties to the Company in an objective and fair manner due to aconflict with their personal interests.

18

19

1 Fair Transactions
1 We will comply with the competition laws and anti-trust laws of the countries and regions inwhich we operate and with the relevant internal company rules. We will conduct businessbased on free and fair competition.
2 We will not engage in any discussion, arrangement or collusive tendering with our competitors

or within trade associations of which any Nabtesco Group company is a member in relation
to price, sales or production volume, limitation on the use of technology, customers, sales
territory or product categories.
3 We will not abuse our dominant position to disadvantage our business partners.
4 We will faithfully provide customers and other stakeholders with lawful and appropriate

information about our products and services in our advertising and marketing.
5 We will practice responsible procurement and supply activities following proper trade policies

in compliance with relevant laws and regulations.

Key PointsF ree and fair competition encourages business operators to improve productivity and efficiency andcontributes to economic development by providing value to consumers, customers and society. It isthe basic principle that forms the foundation for expanding corporate business activities.
A ny consultation, agreement (cartel) or bid-rigging with competitors related to prices, volume,
technical limitations, customers, sales territories or product categories is prohibited by competition
laws and anti-trust laws in all countries and regions as acts that hinder free and fair competition. In
the event of a violation, the company will be subject to a criminal fine and criminal penalties will also
be imposed on the director, officer or employee involved. The Nabtesco Group has established theinternal rules to prevent participation in cartels and bid-rigging or any action that raises suspicion ofparticipation in cartels and bid-rigging.
In addition to participation in cartels and bid-rigging, the competition laws and anti-trust laws of eachcountry and region further regulate actions that impede fair competition. For example, restricting
resale prices at shops is illegal in many countries. Since these regulations are complicated, please
promptly consult with the legal department at your company if you have any competition law-related
questions or concerns.
O ur suppliers and other business partners are part of the driving force that propels the businessactivities of the Nabtesco Group. We treat our business partners fairly and do not abuse our dominantbargaining position.
T o enable customers and consumers to draw proper conclusions about the purchase and use of our
products and services, it is important that we provide honest, appropriate and lawful information
about our products and services.

20

21

2 Anti-bribery, Gifts and Entertainment

1 Fair Transactions

1 We will not directly or indirectly engage in bribery or any other similar provision or receipt of

Key PointsP rocurement must comply with the Nabtesco Group CSR-Oriented Procurement Policy. It is required
to follow applicable laws, regulations and standards with respect to the provision of goods andimproper benefits in any form.
2 We will not provide or receive any gifts, entertainment or other benefits unless permitted

under the applicable laws, regulations and internal company rules, and only within the limits ofservices.

generally accepted social standards.
Specific Examples
participation in cartels and bid-rigging, study the specific examples provided in the Code of
Conduct to Prevent Cartels, which applies to the entire Nabtesco Group.
Consult the legal department if you have questions or concerns related to competition laws oranti-trust laws.
False or misleading advertising is prohibited.
S tudy the matters specified in the Nabtesco Group CSR-Oriented Procurement Policy withregard to transactions with suppliers and business partners.

Key Points

To prevent participation in cartels and bid-rigging or any action that raises suspicion ofB ribery is illegal and subject to criminal penalties in all countries in which the Nabtesco Group
operates. The international community is also strengthening bribery prevention measures. The
Nabtesco Group has established the Nabtesco Group Global Anti-Bribery Policy and all acts of bribery
are strictly prohibited.
D epending on the manner, corporate entertainment and exchanges of gifts may also invite suspicionof bribery with corrupt intent. For that purpose, the Nabtesco Group has established internal rules andguidelines.
It is a given that directors, officers and employees are prohibited from accepting bribes from business
partners. Acceptance of entertainment or gifts from business partners should be limited to the scopeof customary courtesies which do not undermine fair judgement.

Specific Examples
Bribery is not tolerated even when the costs are born by an individual and not by the Company.
Payments to public officials to facilitate non-discretionary administrative services (i.e.,
facilitation payments) are prohibited.
If a bribe is requested, firmly refuse.
Relevant laws and regulations or internal rules may permit entertainment or gifts within
generally accepted social standards. Create and maintain appropriate records of any
entertainment or gifts.

22

23

3 Trade Control

4 Relationships with Politics and Governments

1 We will carry out export and import transactions in compliance with all applicable national and1 We will establish and maintain sound, normal and highly transparent political andregional import and export laws, regulations and internal company rules.
2 We will properly follow all import and export procedures prescribed in the applicable laws andregulations, including submission of applications for the necessary permissions and the filingof required notifications and reports.

governmental relationships and will not engage in any conduct that would invite suspicion ofcorruption or collusion.
2 Nabtesco Group will not contribute, in the form of political donations or other financial

support, to particular politicians or political parties. Nabtesco Group directors, officers andemployees may make lawful political contributions or provide other financial support topurposes is strictly controlled by laws and regulations in every country and region.
In addition, every country and region bans exports and imports of some goods. In some cases,
permission or approval is required for imports and exports.
S hould imports or exports contravene these regulations, the consequences can be severe. In addition
to imposing a criminal fine and export bans on the Company, the individuals involved may also be
subject to criminal penalties.

Key Points

Key Points

politicians or political parties on a private basis.
E xporting or providing finished products, technologies or software that can be used for militaryIn the ordinary course of business, the Nabtesco Group establishes and maintains political andgovernment relationships. We must exercise caution to avoid arousing suspicion or mistrust.
For more information, please refer to section 3.2 of the Code of Ethics (Anti-bribery, Gifts andEntertainment).

Specific Examples
Specific Examples

The Nabtesco Group will not donate to politicians or purchase tickets to political fund-raising

Make an effort to understand the laws and regulations that apply to imports and exports in theevents.

business areas in which you operate.

Ensure that any lobbying activities comply with the applicable laws and regulations in eachIn your capacity as an exporter or provider, confirm which laws and regulations apply tocountry.

products and technologies that have not been designed or manufactured by your company.

24

25

5 Relationships with Anti-Social Forcesand Provision of Safe
6 Development
and Suitable Products and Services

1 We will avoid any relationship with any anti-social forces such as organized crime groups, the1 We will develop, design, manufacture, sell, maintain and repair safe and suitable products andmafia, terrorists, drug syndicates or other criminal organizations, and will firmly and resolutely
refuse requests that lead to money laundering or terrorist financing and any other improper

services that respond to market and customer needs.
2 We will neither falsify information nor make a false report regarding safety, quality, testing or

demands.

other matters.

Key Points

Key Points

The Nabtesco Group avoids any relationships with criminal organizations to fulfill its corporate social
responsibilities. Involvement in money laundering or terrorism financing is strictly forbidden.

Specific Examples
You must never make requests of, offer money to or otherwise leverage the influence ofAt the Nabtesco Group, we prioritize safety when providing products and services. We do not toleratefalsified information or false reports.

Specific Examples
Ensure that you have an accurate understanding of the required specifications and standards

individuals involved in criminal organizations or other anti-social forces.

when providing products and services.

Promptly notify the Company if you receive any undue demand or solicitation from criminalEnsure that rigorous testing is conducted at the Company or at a test laboratory whenorganizations or other anti-social forces or have any other contact with them.

providing products and services. Accurately record and report the test results.

In the event that a ransom is demanded after a ransomware attack, do not make any

Do not omit testing without the customer's permission or falsify reports even if it means failing

payment, but immediately consult with your superiors, the Information System Department

to meet a delivery deadline.

and the Legal & Compliance Department.

26

27

1 Management of Company Assets
1 We will manage company assets (whether tangible or intangible) strictly in accordance withinternal company rules and will use company assets only for legitimate business purposes.

Key Points

The assets of the Nabtesco Group are intended to be used for the conduct of business activities.
If these assets are lost or otherwise become unusable due to a violation of the relevant rules, ourbusiness activities may be hindered and the interests of the Company and our stakeholders may beundermined.

Specific Examples
Understand that Company assets are intended to be used for the conduct of businessactivities and use them only for legitimate business purposes.
Maintain and manage Company assets appropriately and strive to prevent their loss, theft or
misuse.
Do not use cellphones and personal computers provided by the Company for personal
purposes (e.g., games, social media, buying and selling shares).

2829

2 Management of Confidential Information

3 Management of Financial Information, etc.

1 We will strictly manage our companies’ and third parties’ confidential information in

1 We will record all financial and accounting information in a timely and proper manner inaccordance with the internal company rules, and will not leak such information outside ouraccordance with the relevant laws, regulations, internal company rules and generallycompanies or use it other than for legitimate business purposes.

accepted accounting principles.

2 We will not improperly obtain confidential information in the possession of third parties.

2 We will properly file tax returns and pay taxes according to all applicable tax laws andregulations.

results, data on the operational status of all types of equipment and customer information. In the eventthat such information is leaked whether through carelessness or deliberate action, the fallout is likely
to significantly impair the Company's competitiveness and reputation and cause serious damage to
the Company.

Specific Examples

Key Points

Key Points

Confidential information includes unpublished product information, manufacturing know-how, test
Financial and accounting information forms the foundation for the company’s management decisions.
Therefore, any inaccuracies or incomplete records or data related to financial or accounting matters
may impede appropriate management decisions. Such issues also damage stakeholder trust in thecompany and may constitute a material breach of laws and regulations.
A ny filing of improper financial or taxation reports constitutes a material breach of laws andregulations and may damage confidence in the Nabtesco Group.
When undertaking accounting work, you must comply with the related standards, laws and regulations

You are prohibited from behaving in a way that may cause information to leak outside theas well as generally accepted accounting standards to ensure that the accounting facts are clearlyCompany. For example:

presented and that proper accounting treatments are made with respect to the financial positions and‒ Do not discuss confidential information on public transport, at restaurants or in other public

operating results.

places.
‒ Do not place an information device on which confidential information is stored anywhereoutside the company where you cannot monitor it.

Specific Examples‒ Do not send email without carefully confirming the recipient.

Accurately and truthfully enter records, data and reports related to the accounting treatments‒ Do not post information about company business on social media.

and ensure that the information is accurate, appropriate and complete.

Obtain confidential information belonging to a third party only through legitimate methods from

Carry out accounting processes after proper approval and within the scope of the authority

authorized sources and keep accurate records of the information.

and responsibilities you have been given.

If you obtain confidential information from another company based on a contract, comply with

A ppropriately store and manage records, data and other materials that form the basis for thethe limits on intended use and other conditions under the contract.

accounting processes.

Confidential information includes all product test processes and results, manufacturing

A ny misrepresentation, forgery or alteration of records, data or reports is prohibited.

processes and methods and the arrangement of machinery within a factory. Do not shoot,Always confirm whether you are required to file a tax return or to pay taxes with respect tostore, transmit or upload photographs or videos revealing any such information without the

your business matters.

Company's permission.

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4 Protection of Private Information

and Respect for
5 Protection
Intellectual Property

1 We recognize the importance of protecting private information, and will appropriately handle

1 We recognize that intellectual property (including patents, utility model rights, designprivate information in accordance with the relevant laws, regulations and internal company

patents, trademarks, copyrights and trade secrets) is an important corporate asset andrules.

will appropriately manage and protect intellectual property in accordance with the relevantinternal company rules.

noted that in recent years, all countries and regions have imposed strict restrictions on the collection,
management and use of personal information.

Specific Examples
Comply with personal information protection legislation in each country and region in which
you operate.
Collect and use personal information for legitimate business purposes only.
Satisfy the conditions set out in the relevant laws and regulations when transferring personal

Key Points

Key Points

The Nabtesco Group respects the personal information of all staff and stakeholders. It should be

2 We will respect and will not infringe the intellectual property rights of third parties.

The Nabtesco Group possesses numerous intellectual property rights which we use to provide many
products and services to our customers and society. These intellectual property rights constitute thefoundation of the business of the Nabtesco Group. They are the result not only of your efforts, butalso of those who worked at the Company before you. Their stewardship now and in the future is ourcollective responsibility.
Unauthorized use of the intellectual property rights of third parties may lead to claims forcompensation or criminal penalties for the Company or the individuals involved.

information outside the country in which it was collected.
Manage personal information appropriately and in accordance with internal rules.

Specific Examples
Manage the intellectual property rights of the Nabtesco Group properly and in accordancewith internal rules.
Take care not to infringe the intellectual property rights of third parties. When in doubt,
consult with the Intellectual Property Department.

! Explanation

What are intellectual property rights?
Intellectual property rights are governed by laws and regulations regarding inventions, ideas,
designs, trademarks, copyrighted works, know-how and other intellectual properties. The
rights-holder has exclusive rights to their intellectual property. Holding numerous intellectual
property rights in a specific field may confer a competitive advantage within the field.

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6 Insider Trading

7 Information Security

1 We will not trade listed stocks or other investment securities, including Nabtesco shares,

1 We will establish and operate an effective management system to combat external

based on non-public corporate information that could have a significant influence on

cybersecurity risks such as cyber-attacks and hacking.

investment decisions.
companies that has a significant influence on investment decisions or other information that
could constitute such information unless necessary in the ordinary course of business.

Key Points

A s a director, officer or employee of the Nabtesco Group, you may have access to undisclosed
important corporate information about the Nabtesco Group, its customers or business partners. Using
this information for sale and purchase of shares constitutes insider trading and is a violation of laws
and regulations.
Should you learn undisclosed important corporate information, you must manage it appropriately andin accordance with the internal rules on insider information.

Key Points

2 We will not disclose or leak to third parties any non-public information regarding ourC yber security risks are increasing day by day due to the proliferation of information technology
and worsening international affairs. The Information System Department is introducing a range ofinitiatives to prepare for cyber security risks, but we must all be aware of cyber security and follow theoperational procedures instructed by the Company.

Specific Examples
Do not share passwords for personal computers or company cellphones with anyone else.
When installing apps on a company device, please follow the policies and procedures set out
by the administrator.
Immediately report the loss of any company device and take necessary measures as
instructed by the administrator.

Specific Examples

If a company device begins acting suspiciously or when handling suspicious URLs orYou may not engage in insider trading by:attachments in emails, disconnect from the network and immediately contact the Information‒ Purchasing shares in the company where you work under the name of a family member

System Department.

based on undisclosed important corporate information;‒ Purchasing shares in a company where your friends work based on undisclosed important
corporate information obtained from said friends;‒ Selling shares in a company based on undisclosed corporate information about a decline in
the earnings forecast; or‒ Purchasing shares in a company after finding out that the company has successfully
developed an innovative new product, but before the information is disclosed to the public.

! Explanation

What is insider trading?
To purchase or sell, or recommend that others purchase or sell securities (stocks, bonds, etc.) ina specific company based on undisclosed important corporate information (insider information)in your possession is insider trading. Such actions are prohibited.

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1 Relationships with Society
1 With the goal of achieving a sustainable society, we will comply with treaties, laws andregulations related to the environment, strive to use resources and energy efficiently, control
the emission of hazardous substances and consider the global environmental impact ofevery aspect of our operations while also seeking to form a cooperative relationship with local
societies and communities.
2 We will engage in disaster prevention activities in cooperation with local societies andcommunities and contribute to the reconstruction of communities that suffer disasters.

Key Points

The Nabtesco Group undertakes its activities with the goal of achieving a sustainable society. For
specific information, please refer to the Nabtesco Group Environmental Philosophy and Environmental
Action Plan below.
[ Reference ] : Nabtesco Group Environmental Philosophy / Environmental Action Plan /Long-term Targets
Long-term Targets

FY2030FY2050Prevention of global warming
Reduce carbon dioxide emissions(2015 standard)
Reduce emissions per unit of output
for global sales
Reduce total global emissions

63%

100%

We always prepare for earthquakes, flooding and other disasters. In the event of a disaster, we will
work toward reconstruction.

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2 Disclosure of Company Information
1 We will publicly disclose material corporate financial, managerial and operational information

in a timely, appropriate and impartial manner to shareholders, investors and otherstakeholders.

Key Points

When disclosing important information to stakeholders, it is a given that we will comply with the legal
requirements. We must also endeavor to improve the corporate value of the Nabtesco Group through fair
and transparent disclosure.

Specific Examples
Company information should be disclosed in a format that is easy to understand to avoid
mistakes and misunderstanding.
Directors, officers and employees must not respond to inquiries from the media on behalf of
the Company without obtaining the approval of the Corporate Communication Department,
which is responsible for public relations and IR sustainability.

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Published in 2022
Compiled and published by Legal & Compliance Department,
Nabtesco Corporation