CODE OF CONDUCTFOR SUPPLIERS ANDSERVICE PROVIDERS

Code of conduct for suppliers and service providers of the HELLA Group | June 2015

PREFACE
Our company's reputation has grown constantly over the last 100 years. Our customers, suppliers, service providers and business partners place their trust in us
based on many years of reliable partnership and the solidity of an independent family
enterprise, which develops dynamically and continuously improves.
We are therefore responsible for ensuring that our products and services are produced within a supply chain that complies with international standards. Therefore wehave summarized our expectations to our suppliers and service providers (HELLApartners) with respect to working conditions, health and safety, environment andbusiness ethics in the following "Supplier Code of Conduct." This code of conduct isbased in particular upon the principles of the "UN Global Compact", the standards set
out in the conventions of the ILO (International Labor Organization) and the code ofconduct of the electronics industry (EICC).
The HELLA Supplier Code of Conduct defines HELLA's principles and our expectations to our HELLA partners and their employees. By signing this document, HELLA
partners commit to acting responsibly and to abiding by the principles set out herein.
We expect our partners to ensure that their own suppliers and service providers will
also adhere to and abide by the principles of this code of conduct and the standards
upon which it is based. In the event that other regulations or laws impose more
extensive provisions, these have priority over this code of conduct.
HELLA will use this code of conduct as part of its supplier selection and evaluation
procedures. HELLA reserves the right to potentially end its business relationship withHELLA partners if they do not adhere to the principles defined below.
Adherence to these principles throughout the entire supply chain is of great significance to HELLA. We are counting on your support as part of this supply chain.
If you have any questions about this code of conduct, please refer them to yourHELLA Procurement contact.

Dr. Rolf Breidenbach
CEOLippstadt, May 2015

Mr. Daniel Wehsarg
Head of Group Procurement

Code of conduct for suppliers and service providers of the HELLA Group | June 2015

APPENDIXSupplier Code of ConductREFERENCES
The standards listed below form the basis for our code of conduct and can be
regarded as sources of further information.
United Nations Global Compact
ILO International Labor Standards
EICC Code of Conduct
European Automotive Working Group on Supply Chain Sustainability (GuidingPrinciples)
AIAG Automotive Industry Guiding Principles

Code of conduct for suppliers and service providers of the HELLA Group | June 2015

1 | WORKING CONDITIONSThe HELLA partner agrees to safeguard the human rights of its employees andto treat them with dignity and respect. This refers to all employees including
part-time and migrant workers, student interns, temporary workers, full-time employees and any other form of manpower.
1.1 FREE CHOICE OF EMPLOYMENTThere shall be no forced labor, slave labor or any other form of comparable labor.
All labor must be voluntary and employees must be free to end their labor or theiremployment relationship at any time.
1.2 NO CHILD LABORThe employment of children is prohibited. Those below 15 years of age (dependingon national law below 14 years of age), children of school age or those that have
not yet reached the minimum age for employment in the respective country shallnot be employed. Employees under 18 years of age shall not perform work that
could endanger their health or safety. Where this is the case there shall be special
measures put in place to protect these young persons.
1.3 WORKING HOURSThe weekly hours of work shall not exceed the respective statutory maximum. The
weekly hours of work including overtime shall in any event not exceed 60 hours.
Emergencies and extraordinary circumstances constitute an exception. Employeesshall be entitled to at least one day off per calendar week.
1.4 WAGES AND EMPLOYEE BENEFITS
Alongside economic circumstances, the requirements for business development
and productivity, the remuneration paid to employees (employees and their familymembers) shall accord with all applicable national laws on remuneration, which
includes laws on the minimum wage, overtime and statutory welfare benefits.
Such remuneration shall furthermore enable the employees to participate in social
cultural and political life.
1.5 HUMANE TREATMENT
Employees shall not be subjected to disproportionate stringency or treated in
an inhumane manner. This includes sexual harassment, sexual abuse, physicalreprimand and physical and mental abuse. It also applies to the threat of suchtreatment.
1.6 PROHIBITION OF DISCRIMINATIONThe HELLA partner agrees not to tolerate any unlawful harassment or discrimination within its workforce. The HELLA partner's selection and employment practices, such as for advancement and remuneration or access to training opportunities,
shall not discriminate against employees on the basis of race, skin color, age,

Code of conduct for suppliers and service providers of the HELLA Group | June 2015

gender, sexual orientation, ethnic background, disability, pregnancy, religious orpolitical conviction, trades union membership or family status.
1.7 FREEDOM OF ASSOCIATIONIn line with the relevant national legislation, the HELLA partner grants employees
the right to form and join associations and to safeguard their interests.

2 | HEALTH AND SAFETY
The HELLA partner acknowledges that a safe and healthy work environment
contributes to improvement in the quality of goods and services and to motivationof the workforce.
2.1 HEALTH AND SAFETY AT THE WORKPLACEThe HELLA partner shall ensure that it has organization systems, processes and/or measures in place in order to comply with national health and safety legislation.
The HELLA partner shall identify, assess and take measures to eliminate potential safety risks. The employees shall be informed of potential safety risks andinstructed on proper, safe behavior and the corresponding safety measures to beimplemented. Should such measures not afford adequate hazard management,
the employees shall be provided with suitable personal protective equipment.
2.2 EMERGENCY PREPAREDNESSPotential emergency situations and events shall be identified and evaluated. Theirimpact shall be minimized by implementing emergency plans and reporting
procedures.

3 | ENVIRONMENTThe HELLA partner acknowledges that environmental responsibility is an integral
part of product manufacture. Production processes shall be designed to prevent negative impacts on the environment and natural resources shall be conserved.
3.1 ENVIRONMENTAL PROTECTION
The HELLA partner confirms that it has implemented systems, processes and/or measures and has obtained the necessary approvals in order to comply withstatutory national environmental regulations. The employees shall be instructedon how to mitigate environmental risks.
3.2 HAZARDOUS SUBSTANCESChemicals and other materials, that pose a hazard to the environment if released,shall be identified and managed in such a way that ensures their safe handling,transport, storage, use and recycling or disposal.

Code of conduct for suppliers and service providers of the HELLA Group | June 2015

3.3 REGARDING SUBSTANCES IN PRODUCTS
The HELLA partner shall abide by all applicable national laws and regulations andcustomer specifications regarding the prohibition or restriction of specific substances. This includes mandatory labeling for recycling and disposal.

4 | BUSINESS ETHICS
The HELLA partner and its representatives shall uphold high ethical standards
in order to fulfil their social responsibilities and be regarded as successful in themarket. The following principles shall apply:
4.1 LAW-ABIDING BEHAVIORThe HELLA partner agrees to comply with all applicable national laws and otherregulations in the context of its business operations at any time.
4.2 INTEGRITY
All business interactions shall be governed by high standards of integrity. TheHELLA partner shall not have any tolerance towards bribery, corruption, extortion,fraud and embezzlement and shall prohibit them in any form. All business processes must be transparent and properly reflected on HELLA partners' businessrecords.
4.3 PROHIBITION OF IMPROPER ADVANTAGESBribes or other means of obtaining an illegal or improper advantage shall not beoffered, accepted as a promise or received. Procedures shall be put in place tomonitor and implement these requirements in order to ensure adequate compliance with anti-corruption laws.
4.4 FAIR COMPETITION (ANTITRUST LAW)The HELLA partner shall respect fair competition and conduct every businessactivity in compliance with the applicable antitrust legislation and provisions.
4.5 AVOIDING CONFLICTS OF INTEREST
Decisions shall only be taken on the basis of objective, business-related considerations and not influenced by personal interests.
4.6 PROTECTION OF CONFIDENTIAL INFORMATIONBusiness secrets and personal information shall only be used to the extent towhich they are necessary and permitted and they shall be protected appropriately.

Code of conduct for suppliers and service providers of the HELLA Group | June 2015

4.7 EXPORT/IMPORT LEGISLATIONApplicable legislation and regulations relating to export and import control as wellas customs shall be adhered to.
4.8 DISCLOSURE OF INFORMATIONInformation on the company's business activities, structure, financial situation andperformance shall be disclosed in accordance with the applicable provisions andusual business practices in the sector. The falsification of records and misrepresentation of conditions and practices in the supply chain are not acceptable.
4.9 INTELLECTUAL PROPERTYIntellectual property rights shall be respected; transfer of technology and knowhow must be done in a manner that protects intellectual property rights.
4.10 RESPONSIBLE PROCUREMENT OF RAW MATERIALSThe HELLA partner shall adopt appropriate measures which ensure to the best ofits knowledge and belief that raw materials used in the manufacture of its products (tantalum, tin, tungsten, gold, etc.) do not directly or indirectly serve as meansto finance or support armed groups that commit serious human rights violations.
The HELLA partner shall exercise due diligence with respect to the origin andchain of custody of such minerals and shall disclose these precautionary measures to HELLA upon request.

HELLA GmbH & Co. KGaA
Rixbecker Straße 7559552 Lippstadt /Germany
Tel. + 49 2941 38 - 0
Fax + 49 2941 38 - 71 33
info@hella.com
www.hella.com© HELLA GmbH & Co. KGaA, Lippstadt