S o ji t z G ro up

Code of Conduct
and Ethics
Working with integrity. Building trust.

Dear Employees:

A Message fromthe Chief Executive Officerof Sojitz Corporation

For over a century, our Company has demonstrated an unwavering commitment to
conducting business with integrity. By holding true to this commitment, we havebuilt a worldwide reputation for lawful and ethical conduct and gained the trust of
our stakeholders. Because we believe that how we do business is as important as
the results we achieve, we continually strive to leverage our diverse functions andglobal perspective to build businesses that contribute to local communities and aresocially responsible.
I would like all of you to take pride in being members of the Sojitz Group, and toreflect that pride in the way you do your jobs. Whatever your role at our Company,
the decisions you make reflect on our reputation and are critical to sustaining our
growth and development.
This Code of Conduct and Ethics (Code) sets forth the fundamental principles andhigh ethical standards that govern all group company employees around the world,and dictates that all members of the Sojitz Group abide by both the letter and spiritof the laws and regulations applicable to our business activities. I encourage you
to avail yourself of the resources identified in the Code to help you understandhow these principles relate to your job. By implementing the Code’s principles andethical standards throughout the Sojitz Group, we seek to be a responsible andgood corporate citizen, protect employee health, safety and dignity, manage ourworkplaces responsibly and respectfully, and mitigate risks posed to the Company,
including potential harm to its good name and reputation. We are committed tofostering and maintaining a positive work environment and a culture of open communications where we can ask questions and raise concerns at the time they arise.
I ask that you take the time to read and understand our Code and refer to it whenconfronted with challenging situations. By working with integrity and remaining
passionately focused on harmonizing business results and stakeholder satisfaction,
we ensure that our reputation will be enhanced as a trusted business partner andwe will be a successful and dynamic company for many years to come.

MASAYOSHI FUJIMOTOPRESIDENT & CEO

2

OUR BUSINESS CONDUCT

11

Trade Controls

12

Supply Chain Compliance13

Product Responsibility

14

Government Requests for
Information

27

Competition

15

Insider Trading28

Conflicts of Interest

16
17This Code applies to all group company

Exchanging Gifts andEntertainment

employees. When this Code refers to “ourBribery and Corruption

18

Money Launderingand Racketeering Prevention

21

Table
of Contents* This Code of Conduct and Ethics (Code)contains general information, followedby specific Company rules pertaining
to your work activities set out in BASIC
GUIDANCE.

Company,” “we” or “us,” it means all
business units and subsidiaries of ourgroup companies worldwide.

Message fromthe Chief Executive Officer

2

Sojitz Group Statement and Slogan
Sojitz Guiding Principals
Sojitz Corporate Social Responsibility

4
56Community and Political Activities

21

About our Code of Conduct and Ethics 7

OUR ASSETS AND INFORMATION

22

Proprietary andConfidential Information

23

OUR EMPLOYEES

8

Positive Environment

9

Data Privacy

24

Health and Safety

10

Information Technology (IT) Security

25

Creating and Managing
Business Records

26

Investor and Media Relations

27

29
OUR ABILITY TO MAKE ETHICALDECISIONS AND REPORT CONCERNS
Making Ethical Decisions

30

Asking Questions, Raising Concerns
and Reporting Violations

31

APPLICABILITY AND
ACCOUNTABILITY OF THIS CODE
OF CONDUCT AND ETHICS

32

3

Sojitz Group Statement

The Sojitz Group createsvalue and prosperityby connecting the world witha spirit of integrity.
Sojitz Group Slogan

4

GP

Sojitz Guiding Principals

The Sojitz Group aims tocreate value for our
stakeholders by aligning
our strong, capable
individuals under thefollowing five principles:

TRUST
Build enduring trust.

PERSEVERENCE
Persevere until successful.

CHALLENGE
Take calculated risks.

INNOVATION
Innovate with foresight.

SPEED
Strive for speed.

5Sojitz Corporate
Social Responsibility(CSR)
SOJITZ GROUP CSR POLICY

We will strive to do business inharmony with society and theenvironment, consistently honoring
the Sojitz Group Statement.
In the spirit of our Sojitz GroupStatement and our Sojitz GroupCSR Policy, we have identified CSR
to be a management priority andcorporate value, and recognizethat fulfillment of this responsibility
is a part of our corporate mission.

Being socially
responsiblemeans not only
fulfilling legal
expectations,but also
going beyond
complianceand investing
more in humancapital, theenvironment andrelations withstakeholders.

• Support the preservation of the

CSR

global environment and theresolution of issues of poverty andviolations of human rights;• Exercise and weigh fairness in ourWith CSR, being socially responsiblemeans not only fulfilling legal
expectations, but also going
beyond compliance and investing
more in human capital, theenvironment and relations withstakeholders. Going beyond basic
legal obligations can also have a
direct impact on productivity – itopens a pathway to manage change
and to reconcile social developmentwith improved competitiveness.
As a member of the global
community and as a good andresponsible corporate citizen, weshall endeavor in good faith to:business activities, and oppose
any illegal discrimination andintimidation of employees basedon race, color, religion, gender,
pregnancy, national origin, age,disability or any other basis
prohibited by law; and• Prevent bribery and corruption

in any form that may arise in thecourse of our corporate activities.
For additional information on CSR,
please click on the “Corporate
Social Responsibility” link at www.
sojitz.com or www.sojitz.com/en.

• Contribute to building a sustainable

society through integration of CSR
into our core business strategy,
management structure and operations;6About ourCode of Conduct
and Ethics
As stated in the foregoing, weare committed to living andworking by certain values thatmake the Sojitz Group and its
employees exceptional andtrustworthy partners with all of
their stakeholders. It is important
to us to be a responsible and good
corporate citizen and to allocate
time and resources to effecting
social change through the global
commerce that we conduct.

Separate from our values aredefined Company rules andregulations – by employing ourvalues, these rules and regulations
may be easily complied with. The
following sections of our Codecontain Company rules andregulations that must be followed:
Our Employees; Our BusinessConduct; and Our Assets andInformation. The last section of ourCode, Our Ability to Make Ethical
Decisions and Raise Concerns
is informational and should be
reviewed and revisited whenconfronting challenges in our
workplace.

We arecommitted toliving andworking bycertain values
that make theSojitz Group andits employees
exceptional
and trustworthy
partners withall of theirstakeholders.

7Our Employees
One of our most valuable and core assets
is our workforce. We embrace the unique
combination of talents, experiences andperspectives of each employee, making
our success possible. We are dedicated tofostering a work environment that isinclusive, respectful, safe and healthy,
and enables our employees to do theirbest work.

8

Positive Environment
We endeavor to provide a positive work environment respectful of humanrights and privacy. We also strive to foster a harassment-free workplacethat is free of discrimination of any person based on race, color, religion,
gender, pregnancy, national origin, age, disability, social status or any othercharacteristic protected by law. In addition, we seek to continually improve
the openness of our workplace by placing an emphasis on communications
between employees and their managers and among all employees,
particularly given our diverse backgrounds, so that everyone may performtheir work duties better and with greater mutual respect and trust. We
understand the importance of achieving a work-life balance and we support
all of our employees in such efforts.
BASIC GUIDANCE• Equal Employment Opportunities. Our policy is to provide equal

employment opportunities to employees and candidates in compliancewith the laws of each country in which we do business.
• Labor Practices. We engage in fair labor practices and, in particular, we do

not use forced or indentured child labor.

We understand theimportance of achieving awork-life balance and we
support all of our employees
in such efforts.

• Mutual Respect. We are committed to fostering a work environment inwhich everyone is respected, and do not tolerate abuse of authority or
harassment, which may include, without limitation, statements, e-mails,
images, gestures or actions that are offensive, unwanted, intimidating,interfere with job performance, or cause unnecessary discomfort,
humiliation or harm to another.

9

Health and Safety
Protecting the health and safety of employees is one of our core values.
Through management leadership and employee cooperation, we arecommitted to providing a safe workplace conducive to work. We all have a
responsibility - including those of us involved in direct manufacturing - toabide by applicable health and safety laws, rules, practices and precautions
to protect ourselves, our co-workers, and our customers. We believe that it
is important for all of us to finish each day in good health and safely.
BASIC GUIDANCE• Unsafe Acts. It is important to bring any unsafe act, at-risk behavior, nearThrough management
leadership and employee
cooperation, we arecommitted to providing
a safe workplace
conducive to work.

miss or undesirable exposure that threatens the health or safety of any
person to the attention of your manager as soon as possible.
• If There is An Injury. Promptly and accurately report all injuries. Prompt andaccurate reports help us take action to prevent recurrences. Failure toreport injuries can increase the risk of recurrence, could delay appropriate
medical treatment, and could subject our Company to substantial liability
and penalties.
• Fitness for Work. We do not permit the possession, use or sale of illegal

drugs on Company property, or the performance of your work under the
influence of alcohol or illegal drugs.
• Workplace Violence. We prohibit threats, acts of violence or intimidation or

the possession or sale of firearms or other weapons on Company property
or in the conduct of any Company business.

10Our BusinessConduct
Trust, mutual respect and ethical behavior
are essential to our relationships with ourbusiness partners, customers, employees
and other stakeholders. In these
relationships, we must conduct our businesswith the highest ethical standards andintegrity - always assuring that our behavior
is consistent with both the letter and thespirit of Company policies, applicablelaws and regulations - and with the exerciseof good business judgment.

11

Trade Controls
We are committed to compliancewith applicable trade control andother related laws of the countries
in which we operate, as well as
country and regional regulatory
programs focused on international
peace and security. Trade control
laws affect the movement of goods,
services and technology acrossnational borders, and apply tomany aspects of our operations– not just shipping products.
Exchanges of information within
and across national boundaries,
including e-mails and web access,can also be subject to tradecontrols.

Trade control
laws affectthe movementof goods,
services andtechnology
across national
borders, andapply to many
aspects of
our operations.

• Business Partner Screening.

BASIC GUIDANCE• Accurate Classifications. Classify

and assign the correct tariff (HTS)
number in order to determine theappropriate duty and tax owed.
Always remember that undervaluing
goods on commercial documents
or attempting to derive favorable
economic advantage throughimproper participation in preferential duty programs in an
attempt to reduce duty and tax
are prohibited.
• Export Classifications. Verify

the export control classification
number of the product, softwareor technology prior to export
to determine whether special
authorization, such as an export
license, is required.
• Transaction Screening. Screen

your transactions against applicable
rules and published sanctioned
party watch lists that restrict
transactions with certain sanctioned
countries, persons and prohibited
end-users and end-uses.

Screen your business partners,
suppliers and parties involvedin your transactions against
government-provided sanctioned
party watch lists, and conduct
appropriate due diligence on
end-users and product end-uses.
In addition, check that transactions
are not structured withintermediaries for the purpose of
circumventing trade control laws.
• Use of Third Party Customs

Brokers. Since we are ultimately
responsible, do not become overly
reliant on third-party customs
brokers and services providers,
and take appropriate measures
to ensure that we or our agents
provide accurate and complete
information to government
authorities concerning the valueof goods, country of origin andother required data elements –particularly for those transactions
in which we bear the risks asimporter or exporter.

12

BASIC GUIDANCE• Compliance with Laws. Work

Supply Chain
Compliance
We rely on our network of suppliers
and supply chain vendors to deliver
quality products and services forour customers. It is critical that
our suppliers and supply chain
vendors share our commitment to
conducting business with integrity,
in a safe and secure manner andbased on lawful, efficient and fair
practices. Adhering to thiscommitment will help ensure that
our supplier and supply chain
vendor relationships will not damage
our reputation.

with suppliers and supply chain
vendors to ensure compliancewith applicable labor,
environmental, health and safety,
anti-bribery and corruption, andinternational trade control laws.
Appropriate risk-based or countryof import recommended security
measures should be in placethrough the entire supply chain,from the point of manufactureof a product, through its global
transport, and until it arrives at its
intended destination.
• Screening. Screen your suppliers

and supply chain vendors toensure that they are reputable,
qualified and capable ofmeeting applicable physicalsecurity requirements, by evaluating
and approving suppliers andsupply chain vendors before any
materials, components, products
or services are purchased fromthem. Once vendors are selected,

It is criticalthat oursuppliers
and supply
ensure the scope of engagement
is clear and documented inchain vendors an appropriate vendor contract.
No Conflict of Interest. Ensure theshare ourengagement of a supplier or a
supply chain vendor does notcommitment create an actual or apparent conflictof interest.
to conducting Safeguard Confidential and
Proprietary Information.
business
Safeguard our personal data andconfidential and proprietarywith integrity, otherinformation with a confidentiality
agreement, and protect any
in a safe
supplier-provided personal dataand other information thatis covered by a confidentiality
and secureagreement.
manner.
••13

Product
Responsibility
We seek to ensure that products
delivered to all our valued
customers are safe and of highquality. Often times, we are
not directly involved in the
manufacturing of products that
we may supply and distribute to
our global customers. In thoseinstances, it is important for
us to consider how we verify
product safety and quality, andcontractually manage potential
product liability between andamong the manufacturer, ourcustomer and us, during each stageof the supply chain.

It is importantfor us toverify productsafety andquality,and
contractually
managepotential
product liability
duringeach stageof the supply
chain.

• Product Liability Claims. When afamiliarize yourself with theapplicable laws, product labelingrequirements, warranty standards,
safety and quality control standards,
product liability claims procedures
and consumer protections relating
to the products that you obtainfrom manufacturers and supply
and distribute to our customers.

product liability claim is received,
share all information withappropriate internal Company
personnel, including yourregional Legal and/or ComplianceDepartment, promptly verify allmaterial facts and, particularly
for those claims involving public
safety, endeavor to takereasonable actions, as agreed uponby internal Company personnel,
which would generally prevent
further threats to public safety andadditional product liability claims.

• Managing Product Liability.

• Use of Company Name on

BASIC GUIDANCE• Compliance with Laws. Thoroughly

Ensure that all products that you
supply and distribute to ourcustomers are accompanied by astandard manufacturer’s productwarranty – maintaining Company
insurance is not a substitute forobtaining appropriate warranty
protection in your business transactions.

Products. Fully understand thelegal significance of displaying
our Company name on a productas “seller,” “sales agent,” “distributor,”“manufacturer,” “importer” andthe like. Requests by business
partners to utilize our Company’s
name must be reviewed with yourregional Legal and/or ComplianceDepartment representatives,in order to avoid unnecessary
legal liability.

14

BASIC GUIDANCE• When Dealing with Anyone. Comply with all applicable competition

We believe in free and fair competition. Most countries in which we operate
have developed competition laws that are designed to promote a free,open and competitive marketplace and:laws and regulations. Do not propose or enter into agreements orunderstandings – express or implied, formal or informal, written or oral
– or communicate with anyone, including competitors, agents, brokers,
customers and the like, concerning:• Submitting a bid or preparing bid terms for any purpose other than
winning the business; and• Restricting or fixing the price, allocating customers or product lines,
dividing territories or markets or setting other terms at which we or acustomer may resell or lease a product or service to a third party.

• Prohibit agreements or understandings between competitors that

• Additional Guidance When Dealing with Competitors. In addition

Competition

undermine competition, such as cartels and bid rigging;• Regulate abusive behavior of companies that dominate a market, such aspredatory pricing, tying and price fixing; and• Require reporting, prior review and in some instances clearance formergers, acquisitions and certain other transactions, in order to prevent
transactions that would eliminate or substantially reduce competition.
Competition laws are complex and global in reach. These laws can operate
differently in any particular situation and, therefore, it is essential that you
involve your regional Legal and/or Compliance Department representatives
early in the process of developing new commercial initiatives. Breaches ofcompetition laws carry potentially serious consequences for both ourCompany and employees. Penalties range from substantial fines toimprisonment in some countries and can expose our Company to very large
damages claims.

to the points above, do not propose or enter into agreements orunderstandings – express or implied, formal or informal, written or oral –about, or communicate, even indirectly, any information to, or receive any
information from any competitor concerning any aspect of commercial
activity including:• Prices, pricing methods, minimum or maximum prices, stabilizing prices;• Previous, current or future stock levels, production, sales capacity orvolume, including agreeing to shut down capacity;• Market share or market sharing;• Terms or conditions of sale, credit terms;• Costs, profits or profit margins; and• Product or service offering, distribution methods.

Competition laws
are complex and global
in reach.
15

Conflicts of Interest
A conflict of interest may arise when your private interest interferes or evenappears to interfere with our Company’s interests. All business decisions
should be made solely in our Company’s best interest, and not for any personal gain. You must work objectively and effectively for our Company.

All business decisions
should be made solely in our
Company’s best interest.

BASIC GUIDANCE• Personal Financial Interests. A conflict of interest may arise when you ora relative have financial interests, a job or a position on the board of
directors with any of our competitors, suppliers, distributors or vendors.
In addition, a conflict of interest may exist when you or a relative directly
or indirectly has a significant financial investment in any company thatcompetes, does business or seeks to do business with our Company. You
must disclose your and your relatives’ financial interests, jobs or positions
with any competitors, suppliers, distributors and vendors to your manager.
• Related Party Dealings. A conflict of interest may arise when a family
member or someone with another close personal relationship withyou works in your department or on your management team. Any suchpotential conflict of interest must be disclosed to your manager or yourregional Legal and/or Compliance Department representative for further
guidance.

• Outside Business Activities. A conflict of interest may occur when you areengaged in a second job or business of your own that may conflict withyour responsibilities to our Company. You may not take another job thatinterferes with your ability to do your job at our Company, and you may
be required to obtain Company approval prior to engaging in such activity.
This may include conducting an outside business during working hours,
using Company property, equipment or information for non-Company
uses, and taking separate employment with a supplier, competitor orvendor of our Company. Please consult with your local Human Resources
representative or refer to your local employee handbook and policies for
guidance.
• Corporate Opportunities. A conflict of interest may arise when you takeadvantage of personal opportunities based on information obtained
through our Company, customers, suppliers, contractors, consultants
or other business partners. You may not compete with our Company,
or personally take for yourself any opportunities that are discovered or
generated through the use of Company property, information or position.

16

Exchanging Gifts and Entertainment
Gifts and entertainment include anything of value, such as cash, gratuities,
discounts, loans, services, prizes, transportation, use of another company’s
vehicle, use of vacation facilities, stocks or other securities, meals, sporting
events, golf outings, tickets and gift certificates.
Providing or accepting inappropriate gifts and entertainment has the potential
to harm our business and reputation and may be treated as corruption andillegal. Giving and/or receiving gifts and entertainment is never appropriate if
it creates an obligation, puts the giver or the receiver in a situation where either
party appears biased or is done with the intent to influence a business decision.

Gifts and entertainment arenever appropriate if they
are intended to improperly
influence anyone.
• Some Gifts and Entertainment Are Never Appropriate. Gifts and entertainmentBASIC GUIDANCE

are never appropriate if they are intended to improperly influence anyone, arein exchange for improper benefits or favors, or are given in violation of any law
or regulation or, to your knowledge, the rules of the recipient’s employer.

• Compliance with Applicable Laws, Industry Standards and Company• Accurate Books and Records. In all cases, the gift or entertainment must be

Guidelines. You must comply with local laws, regulations, industry standards
and customs, the Guidelines for Sojitz Group Anti-Corruption Policy, andany more stringent business department or regional policies of yourlocal operations.
• Scope of Application of Gift and Entertainment Policies. The rules forproviding or receiving gifts and entertainment apply year-round, evenduring holidays, whether involving a government official or private
counterparty, and they apply not only to you, but also to your spouse,
partner, agent, family members, etc. It is your responsibility to exercise
good judgment and follow the rules even if you use your own funds anddo not seek reimbursement for the gift or entertainment.

accurately documented and supported with receipts, in accordance with
relevant Company policies.
• When Receiving an Inappropriate Gift. If you are offered a gift orentertainment that is inappropriate, you should decline and then report
it to your manager or, if required by the Guidelines for Sojitz Group AntiCorruption Policy, to your regional Person in Charge of Anti-Corruption
Matters.
• Avoid Compromising Appearances. In many situations, providing gifts

and entertainment is entirely appropriate. Any such gifts or entertainment
should be provided in a transparent manner, so as to avoid any possible
appearance that business decisions or government action have been
influenced as a result, that a bribe, payoff or kickback has been given
or accepted, or that your ability to make objective decisions in the bestinterest of our Company has been compromised.

17

Briberyand Corruption
We prohibit bribery and corruption
in all our business dealings in every
country. Most countries have laws
prohibiting bribery and corruption,
which may apply even whencommitted outside the country.
A breach of these laws is a serious
offense, which can result in fines
on our Company and employees
and the imprisonment of
employees. Even the appearanceof a breach of these laws can haveserious reputational impact on our
Company.

BASIC GUIDANCE• Dealing with Anyone.

You must not give, offer orpromise to give cash or anythingof value, either directly or
indirectly, to any person inorder to influence that person’s
decision, to secure an improper
commercial advantage, to enter
into a dishonest arrangement, or
to otherwise assist our Company
in obtaining or retaining business.
• Dealing with Government

Officials. You must not give,offer or promise to give to any
government official or any similar
person acting in an official
capacity, any unauthorized
payments or other benefits orthings of value, either directly
or indirectly.

certain countries in which we
operate. Facilitation payments
are defined in this policy assmall, unofficial payments toobtain, expedite or facilitate theperformance by a public officialof a routine action or service towhich our Company is otherwise
entitled. In the rare circumstancein which a situation arises wherea facilitation payment is urgently
required to avert imminent
danger to the life or health of any
Company personnel or immediate
unlawful destruction of Company
or personal property and there isno other reasonable recourse to
making the payment, Company
personnel will not be disciplined
for making such facilitation
payment on an exceptional basis
to avoid such imminent danger.
In such instances, however, youmust immediately report thepayment and the surrounding
circumstances to your regional
Person in Charge ofAnti-Corruption Matters.

• Facilitation Payments

Facilitation payments are generally
prohibited under Company policy
and may violate the laws of18

Bribery and Corruption(continued)• Use of Third Party Agents. We

often meet our obligations
through partnerships with third
parties, such as agents,
representatives, independent
contractors, consultants,
distributors and suppliers. We
could face liability based on the
improper conduct of third parties
if we participate in or approve of
the improper conduct, or areaware of a high probability thata third party’s actions on behalf of
the Company could violate antibribery laws. We therefore takeappropriate steps to help ensurethat business relationships areformed only with trustworthy andqualified third parties.

• In selecting and monitoring third-

party agent relationships, you may
not engage a third-party agent on
the Company’s behalf unless theengagement has been approvedin accordance with the Guidelines
for Sojitz Group Anti-Corruption
Policy, which requires:• Adequate due diligence on thirdparty partners to ensure they
are reputable and qualified andthat the compensation requested
is reasonable and within normal
market rates;• Prior approval from the regional
Person in Charge of AntiCorruption Matters;• A written agreement containing
certain provisions to protect theCompany against the risk thatthe agent will commit briberyin the course of performing theengagement, including adherence
to applicable anti-bribery andanti-corruption related laws;

Even theappearanceof a breachof theselaws canhave serious
reputational
impact on
our Company.

• Depending on the risk level,

potentially requiring the proposed
agent to comply with the Code,the Sojitz Group Anti-Corruption
Policy (or its own anti-corruption
policy), or your regional antibribery and anti-corruption
policy; to participate in anticorruption training; and to certify
its adherence to the Sojitz Group
Anti-Corruption Policy, among
other requirements; and• Ongoing monitoring for thepresence of possible red flags in
the third-party agent’s conduct
and potential changes inthe scope of the engagement.

19Bribery and Corruption(continued)• Political Contributions.

Political contributions togovernment officials may present
a risk for bribery. All politicalcontributions on behalf of theCompany must be approved inadvance by the regional Person in
Charge of Anti-Corruption Matters.
• Charitable Donations.

Donations to charitableorganizations can be an
appropriate way for the Company
to build goodwill in the local
community. No donation may bemade for any improper purpose.
For example, no donation may
be made to any charitableorganization affiliated with agovernment official, private
counterparty, or counterparty

All charitable
donationson behalf of
the Company
must beapproved inadvance by
the regional
Person in
Charge ofAnti-Corruption
Matters.

representative if the donation
is made with the intent to securea business advantage for theCompany or any other person by
inducing the government
official, private counterparty, or
counterparty representative to act
or not act. All charitable donations
on behalf of the Company must
be approved in advance by theregional Person in Charge of AntiCorruption Matters.
• Investments and Partnerships

The Company could be liable
for bribery and other corruption
violations committed by target
companies it acquires througha merger or acquisition, or forbribery and corruption violationscommitted by various kinds ofpartners. Company personnel
working on investments andpartnerships must contact theregional Person in Charge ofAnti-Corruption Matters to initiate
appropriate anti-corruption due
diligence in advance of making
any investment or entering into
any partnerships. No investment
or partnership may be undertaken
without receiving prior approval
from the regional Person in
Charge of Anti-Corruption Matters.
• Accurate Books and Records

Books, records and accounts of
the Company must be kept inreasonable detail to accurately
and fairly reflect transactions anddispositions of assets. All
Company officials, employees, andagents are required to maintainand provide accurate information
concerning the transactions
for which they are responsible,
including gifts and entertainment
when authorized, consistent with
our system of internal accounting
controls. False, misleading,incomplete, inaccurate or artificial
entries in the Company’s books
and records are prohibited.

20

Community and Political
Activities

Money Launderingand Racketeering Prevention
We are committed to complying fully with all anti-money laundering,racketeering and anti-terrorism laws throughout the world. Moneylaundering occurs when individuals or companies involved in criminal
activity – e.g., racketeering, terrorism, narcotics, cartels, bribery and fraud– try to “launder” the proceeds of their crimes to hide them or make themappear legitimate.
BASIC GUIDANCE• Legitimate Business Activities. We conduct business only with reputablecustomers and suppliers involved in legitimate business activities, withfunds derived from legitimate sources. We will not transact business withany organization that is or has been influenced or compromised by organizedcrime or terrorism. Failing to detect relationships and transactions thatplace our Company at risk can severely damage our integrity and reputation.
• Appropriate Due Diligence. Each Company business is required to

implement appropriate due diligence procedures to review risks, including
those involving new customers, and to take reasonable steps to preventand detect unacceptable and suspicious forms of payment.
• Report Suspicious Activity. If you detect a suspicious transaction, report

the matter to your regional Legal and/or Compliance Department
representatives and cooperate with local law enforcement authorities asappropriate.

As we do business across the globe, we endeavor to build and maintainrelationships of trust with our local stakeholders by engaging in dialogue
and participating in activities that impact on local communities. We believein participating in and contributing to our communities and encourage
employees to do the same.
BASIC GUIDANCE• Community Activities. We encourage you to be active members of yourcommunities and to participate in community and as you wish, keeping in
mind that your activities should be purely personal, not on behalf of ourCompany and at all times in compliance with relevant laws.
• Political Activities and Contributions. The rules governing participation in

the political process differ greatly from country to country, are complex
and often carry significant penalties for violation. Consult and coordinate
with your regional Legal and/or Compliance Department representatives
before you engage in political activities or make a political contribution on
behalf of our Company.

We are committed tocomplying fully with allanti-money laundering,racketeering andanti-terrorism laws
21

Our Assets
and Information
We are all obligated to protect the assets andinformation of our Company and to use themappropriately, with integrity and for our Company’s
benefit and to meet the needs and expectationsof our stakeholders. It is imperative to maintainthe accuracy, completeness, confidentiality andavailability of information for use by our
stakeholders and ourselves in the interest of ourmutual success. We achieve this goal byunderstanding the importance and value of such
assets and information and implementing effective
security measures. Through these measures,
we seek to enhance our relationships of trust with
our immediate stakeholders and society at large.

22

Proprietary and Confidential
Information
Our proprietary and confidential information are valuable assets of ourCompany. Proprietary information includes intellectual property such as
trade secrets, patents, trademarks and copyrights, as well as business plans,
engineering and manufacturing ideas, designs, databases and records.
Confidential information includes information such as business strategies,
current and potential transactions, pending contracts, unannounced
earnings, new products, salary information, financial data, and research
results which have not been disclosed to the public, as well as other nonpublic information, including, without limitation, state secrets, that might
be of use to competitors or harmful to our Company or customers if
disclosed. Confidential information also includes information of others, suchas suppliers, with whom our Company has agreed to hold such informationin confidence. Much of the Company’s proprietary information may also bedeemed confidential information.

BASIC GUIDANCE• Third Party Rights. Take appropriate steps to understand third party

proprietary rights, particularly when entering into new business transactions.
If you suspect that any third party information has been inappropriately
disclosed or offered to you, you should consult with your regional Legal and/orCompliance Department for further guidance.
• Disclosure of Information. If you have knowledge of or access to confidential

and proprietary information, you must not disclose such information toothers, except to those of us who need to know it and are informed of its
confidential or proprietary nature. Proprietary and confidential informationmust not be shared outside our Company without authorization and there
being a confidentiality agreement in place with the party to whom suchinformation would be disclosed.

You are required to take all appropriate steps to optimize the value of
and/or maintain the secrecy of these assets.

• Use of Information. You must not use confidential and proprietary

Much of the Company’s
proprietary information
may also be deemed
confidential information.

• If You Cease to be An Employee. All confidentiality obligations that boundinformation for personal benefit or the benefit of related parties, such as
your friends and relatives.
you during your employment with our Company will continue to apply to
you even after you cease to be employed by our Company.

23

Data Privacy
A growing number of countries are more stringently regulating the collection
and use of individual medical, financial and other sensitive personal
information. In addition, many countries regulate the personal data of
employees and business partners. Personal data is any information that canbe used to specifically identify an individual (and in some countries, a legal
entity), including, without limitation, a postal address, credit card number,national identification number, passport number, sensitive human resources
information, birth date or age, personal phone number or personale-mail address. Increasingly, a number of countries have passed laws andregulations concerning the collection, processing, and transfer of sensitive
information and “state secrets.” We are committed to handling personal
data responsibly and in compliance with applicable privacy laws.

We are committed tohandling personal data
responsibly and incompliance withapplicable privacy laws.
• Adhere to Data Privacy Laws. Collect and use personal data in compliance

BASIC GUIDANCE

with all applicable data privacy laws, regulations and best practices, andfor legitimate business purposes only. In accordance with regional dataretention policies, properly dispose of personal data that is no longer
needed for business purposes. Share personal data with other employees
only when it is required to do their job, and with vendors or suppliers only
when appropriate and safeguards have been put in place to protect that
personal data.

• Understand the Limitations on Personal Data Usage. Be aware of personal• Be Aware of Laws and Regulations Concerning the Collection, Processing

data in the area in which you work, and understand the legal and contractual
limitations on the use of personal data.

and Transfers of Information.
• “Cross-Border Transfers of Personal Information.” Certain countries
prohibit the cross-border transfer of personal data without express
consent of employees or explicit legal or regulatory approval. Such laws
may apply to any personal information handled through “information
systems,” which can include mobile devices.
• “State Secrets.” Certain laws prohibit the disclosure and cross-bordertransmission of “state secrets” and define this term very broadly. Statesecrets can even include certain commercially relevant data, such as
information relating to the national economy and social development.

• Be Vigilant About Protecting Personal Data. Take appropriate measures tokeep personal data secure in compliance with applicable laws, relevant
policies and best practices (e.g., encrypt, password protect, secure in locked
area, store on secure portion of Company computer systems, etc.).

24

BASIC GUIDANCE• Company IT Security Policies andInformation Technology(IT) Security
Our Company’s IT resources(Information Resources) are criticalfor our business, and should beprotected with the utmost care.
Our Information Resources would
include, for example, Companyissued laptop and desktop computers,
mobile computing devices suchas Blackberry® and similar devices,and the Company’s telephones
and voicemail systems. You areresponsible for protecting ourCompany’s Information Resources
entrusted to you and for helping
to protect our Company’s assets
in general.

Procedures. Familiarize yourself
and comply with your regional IT
security policies and procedures,and consult with your Company’s
IT representatives should you havequestions and/or concerns.

• Passwords and Other Access• Suspicious Activity Contact your• Use and Ownership of Information

manager or your Company’s IT
representative right away if you
are not sure whether an email isgenuine or notice unusual activity
on your computer. Use caution
when deciding whether to open
e-mail attachments and links.

Resources. You must exercise
sound and appropriate judgment
and discretion when using ourCompany’s Information Resources.
They are intended to be usedprimarily for Company businesspurposes; however, incidental andoccasional personal use is permissible. Our Company’s Information
Resources are the sole property of
our Company.

Safeguards. Protect our Company’s
confidential information andInformation Resources – encryptor password-protect data and do
not share your various personalaccounts and passwords with others.
• Company Monitoring of andAccess to Information Resources.
Subject to applicable law, ourCompany reserves the right toaccess and monitor all Internet ande-mail usage, track all Internet
sites visited by you and listen to
stored voice mail messages.

• Safeguard Information Resources

and Report any Loss or Theft.
Information Resources must be kept
secure from unauthorized accessand should not be left unattended
while traveling. Immediately
report any losses or thefts to yourmanager, your Company’s IT
representative and your local
police department or otherrelevant authority.

25

Creating andManaging
Business Records
All data created by Company
employees must accurately reflect
underlying transactions and events,
and the resulting records must be
appropriately managed to support
our Company’s ongoing activities
and obligations. Our management,
shareholders, creditors and otherstakeholders rely upon the integrity
and availability of the businessrecords we create. When we fail torecord information accurately andmanage our business records
appropriately, we risk damaging
our reputation, losing business anddecreasing stakeholder confidence.

Our
management,
shareholders,
creditors
and otherstakeholders
rely upon the
integrity andavailabilityof the businessrecords
we create.

BASIC GUIDANCE• Business Records Creation andReporting. You should exercise
special care in preparing,submitting, reporting andotherwise making some form of
disclosure of Company businessrecords, whether in paper orelectronic form. In particular,
all financial books, records andaccounts must accurately reflecttransactions and events and fully
and fairly disclose all pertinent
information. For example, thedescriptions of any payments inany of the Company’s records
must fairly and accurately
represent the Company’s activities,
transactions and dispositions of
its assets. These records mustalso meet both generally accepted
accounting principles and thesystem of internal controls for thecountry in which you are doing
business.

• Appropriate Records Management.

You are required to maintain yourrecords in accordance withapplicable Company policies foryour business, region or function,and to routinely review records
under your control and ensurethat records are disposed of inaccordance with applicableCompany policies and retention
periods as required by law. In
addition, if you are notified ofpending, threatened or
anticipated litigation, investigations
or audits, you must preserve all
documents pertaining to such events.

26

Investor and Media Relations
In conducting our business, Company employees communicate regularly
with our many stakeholders, investors, government officials,
financial analysts, securities exchanges, the media and other important
external contacts. Our reputation depends on providing communications
and information that are appropriate, thoughtful, accurate and timely.
BASIC GUIDANCE• Disclosures by Authorized Persons. We authorize only certain individuals

to speak to the media and financial community. If you are not so
authorized but are contacted by news reporters or others regarding
Company activities, results, plans or official positions on a topic, direct suchinquiries to your manager and the Public Relations Department in Tokyo.
• Timeliness and Accuracy of Disclosures. If you are responsible for thedisclosure of Company information, you must make timely, accurate andconsistent disclosures with respect to the management policy, businessactivities, financial positions, and other corporate activities of ourCompany in accordance with applicable laws and regulations. In addition,
we strongly believe that timely, accurate and consistent disclosures aredesirable in order for our stakeholders to gain better understanding of ourCompany, even if disclosure is not mandatory.

Government Requests for Information
Our businesses are highly regulated and wide-ranging, and governments
may often request information from us. It is our intention to cooperate withevery reasonable and valid request made by any governmental organization.
At the same time, we expect our employees to act appropriately so that we
preserve our Company’s rights to the full protections and safeguards
provided by law, including representation by legal counsel when necessary.
BASIC GUIDANCE• Preservation of Records. Make sure that records and information relevant

to any government or regulatory agency inquiry or any litigation arepreserved and any automatic systems, including electronic systems, forrecord disposal are stopped to avoid destruction of relevant records andinformation relating to such circumstances.
• How to Respond to Government Requests. All routine requests for

information by any government agency as well as subpoenas, court orders
and requests for depositions, testimony, interviews, or documents must bereported to your regional Legal and/or Compliance Department representatives
so that the Company may prepare an appropriate response.
• Government Inspections. Any request to inspect our facilities or to executea search warrant must be immediately directed to your regional Legal
and/or Compliance Department representatives. You must allow accesswhere required by local law.

27

BASIC GUIDANCE• Compliance with Applicable Laws.

Insider Trading
In the course of your work, you may
learn of material, non-public
information about our Company orother companies before it is madepublic. Using this information
for your financial or otherpersonal benefit either by inside
trading – directly or indirectly
buying or selling the securities
of any company including Sojitz
Corporation, or by tipping –conveying this information toothers to buy or sell the securities
of any company, constitutes aviolation of Company policy
and is very likely to violate thelaw and expose you to criminal
proceedings. We are committed
to the principles of fair and open
markets for publicly tradedsecurities throughout the world– markets where everyone has anequal chance to succeed.

We are committed to compliancewith applicable insider trading
laws of the countries in which we
operate. You must not engage
in insider trading or tipping using
inside information, which includes
information that a reasonable
investor is likely to consider
important in making an investment
decision, such as:• Unannounced mergers, acquisitions or divestitures of businesses,
product lines or technologies;• Unreleased financial results andtrends, projections of future
earnings or losses or capital increases;• Significant regulatory, litigation,or contractual developments;• Significant business tie-ups or

dissolutions of business relationships; and• Any other information that, if
disclosed, would reasonably be
expected to affect the price of asecurity or would influence yourdecision to buy, sell or hold asecurity.
• Preserve Confidentiality. Maintainthe confidentiality of Company
information and do not convey
information to anyone outside ourCompany unless it is necessary forour business activities.

28

OUR ABILITY TO MAKE
ETHICAL DECISIONSAND RAISE CONCERNS
We are committed to guiding and training
our employees to uphold the highest
ethical standards and prevent and/or detect violations of law or Company
policy. We also encourage our employees
to raise concerns in good faith throughmultiple reporting channels. Ethicaldecision-making and raising concerns
are integral components of ourCompliance Program, which we regularly
review and enhance to meet our evolving
compliance needs.
29

Do I have all of
the facts?
Making Ethical
Decisions
In our Company’s complex businessenvironment, making proper
decisions can be challenging. Since
we cannot anticipate every situationthat will arise, it is important tohave a process for analyzing new
situations involving potential andactual compliance concerns. The
policies, procedures and guidelines
set forth in this Code are intended
to assist you to perform that analysis.
Always ask first, act later. If you are
unsure of what to do in any
situation, seek assistance from yourmanager or a member of yourregional Legal and/or ComplianceDepartment.
We expect you to be guided by thisCode, by your regional policies andprocedures, by your personal senseof right and wrong, and by theanswers to the following questions:

What specificallyam I being asked
to do?

Have I discussed
the problem withmy manager?

Is thisconduct legal?
Does the conduct
at issue comply
with the Codeand applicablepolicies?

Is the conduct
in line with
our Company’s
core values?
Is the conduct
at issue fairor does it seem
unethical
or improper?

Have I sought
help from Company
resources?
If my conduct
were videotaped
and broadcast
on television,
would I still feel
good about myself?

30

Asking Questions, Raising Concerns
and Reporting Violations
We encourage the open discussion of questions and concerns in order toavoid inappropriate decision-making or action that would violate our standards.
You have an obligation to raise perceived violations of our standards where
the interests of our Company or the integrity of our people are at stake.
We enforce a non-retaliatory environment, making it safe for you and otherstakeholders to raise integrity and compliance concerns in good faith.
ASKING QUESTIONS, RAISING CONCERNS
AND REPORTING VIOLATIONS

We encourage you, as a first step, to seek out your managers and other local
resources to raise questions and to seek assistance in addressing potential
compliance concerns. You may also contact persons responsible for humanresource matters in your office, your regional Legal and/or Compliance Department representatives, or the hotline when you have a good faith compliance concern. For those instances in this Code in which we have asked you
to consult with your regional Legal and/or Compliance Department representatives, and either or both of them may not be available to assist you,please contact your general manager so he or she may seek outside legal
counsel assistance and promptly notify the Tokyo Legal and/or ComplianceDepartment or the appropriate business or administrative department inTokyo about the matter.

Your identity will betreated confidentially and yourreport handled discreetly.

SOJITZ ETHICS HOTLINE

In addition to any regional hotline that may be in place for your operations,
we have introduced a global ethics hotline for you to report any good faithconcerns and/or known violations. The Sojitz Ethics Hotline is available
24-hours a day, 7 days a week in almost any language.
When using the hotline, you are not required to identify yourself unlessrequired by the specific laws or regulations of the country in which you work.
Your identity will be treated confidentially and your report handleddiscreetly. They will only be shared with the limited number of people who
address reported concerns and handle investigations. Your personal
information will be held and used in accordance with data privacy laws.

31• This Code of Conduct and Ethics has been created pursuant to the Sojitz Group
Compliance Program approved by Sojitz Corporation’s Board of Directors, and applies
to them and all group company employees, including temporary and contract
employees. All majority-owned operating subsidiaries of Sojitz Corporation shall takesuch corporate and other actions as may be necessary and appropriate to approve andadopt this Code of Conduct and Ethics as a Company policy.
• We will hold managers accountable for the conduct of their employees, and we expect
all supervisory employees to set an appropriate tone and foster a culture of compliance.

Applicability andAccountabilityof this Code of
Conduct and Ethics• This Code of Conduct and Ethics is not intended to cover all the specific legal requirementsof each country in which we do business. These guidelines apply throughout ourbusinesses worldwide. Requirements may differ between jurisdictions and, in thatregard, it is important that you read these guidelines in conjunction with your business’s
local policies, which deal more specifically with the legal requirements of thejurisdiction in which you work. In the event that a part of the Code of Conduct andEthics conflicts with local laws, local laws will apply, including any recognized rights of
employee representatives.
• The standards and supporting policies contained in this document may change fromtime to time. You are responsible for knowing and complying with the current laws,
regulations, standards, policies and procedures that govern our work.
• This Code of Conduct and Ethics should be viewed as a Company policy. As with any
Company policy, compliance with the Code of Conduct and Ethics is considered a
condition of employment at our Company. This Code of Conduct and Ethics is not acontract of employment for a definite term or a guarantee of continued employment.
• Any violation of this Code of Conduct and Ethics may result in disciplinary action up to
and including termination of employment.
• The most current version of this document may be found on our Company’s Intranet
website at http://eagle.sojitz.com.

©Sojitz Corporation, 2016. All rights reserved

32