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**I. Definitions**     The following terms in this Code have the meaning as follows; (1) “IIJ” means a corporate body, Internet Initiative Japan Inc.  (2) “IIJ Group” means a business group comprised of IIJ and its consolidated subsidiaries.  (3) “Officers” mean directors (including outside directors) and statutory auditors(including outside statutory auditors) of each company of IIJ Group. “Employees” meanpersons who have any employment relationship with each company of IIJ Group regardless ofits appellation, including temporary workers, workers dispatched to IIJ Group and workersdispatched from IIJ Group to outside companies. Both may be called as “Officers andEmployees”.  (4) “CEO” means IIJ’s CEO.  (5) “Management” means a person who is and/or a body which is in charge of management andexecution in each company of IIJ Group (including executive directors and essentialemployees subject to the discretion of each company of IIJ Group).**II. Purpose of this Code**     The purpose of this Code is as follows; (1) to promote honest and ethical conduct, including fair dealing and the ethical handlingof actual or applicable conflicts of interest in IIJ Group;  (2) to promote full, fair, accurate, timely and understandable disclosure;  (3) to promote compliance with applicable laws, rules and regulations;  (4) to ensure the protection of IIJ Group’s legitimate business interest, includingcorporate opportunities, assets and confidential information  (5) to deter wrongdoing;and  (6) to encourage the prompt reporting of any illegal or unethical behaviors.**III. Application of and Compliance with this Code**     This Code is applied to all Officers and Employees of IIJ Group. All Officers and Employees ofIIJ Group shall understand this Code and comply with the disciplines and procedures provisioned inthis Code. It is one of the elements comprised of personnel evaluation of Officers and Employeeswhether Officers and Employees comply with this Code or not as whether Officers and Employeescomply with other internal rules or not.The Board of Directors of IIJ shall resolve establishment, improvement and abolishment of thisCode. The Board of Directors of each company of IIJ Group shall take necessary action to make thisCode effective as its internal rule in such company in accordance with the resolution of the Boardof Directors of IIJ.In case that the contents of this Code conflicts with a law in Japan, U.S. and any other countrieswhere such laws are applied to IIJ’s actions in such counties, the Board of Directors of IIJ shallmodify this Code to comply with such a law promptly: provided, however, that other parts of thisCode which do not conflict with a law shall be applied effectively.     Each company of IIJ Group may waive application of a part of provisions of this Code toOfficers and Employees for rational reason; provided, however, that,(i) any waiver of this Code for Officers of each company shall be made by consultation betweenManagement of each company and IIJ’s division in charge of internal control and resolution bythe board of directors of such company; and (ii) any waiver of this Code for Officers of IIJ shall be made by consultation of the board ofstatutory auditors of IIJ and resolution by the board of directors of IIJ.     In case of any waiver of application, the contents of such waiver may be disclosed inaccordance with laws or provisions of stock exchanges where IIJ is listed.
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     CEO is responsible for review and improvement of this Code from the point of view whether thecontents of this Code are appropriate for the purpose or not. Officers and Employees of IIJ Groupmay offer improvement of this Code or matters effective for appropriate enforcement through theirsupervisors and Management of each company of IIJ Group or directly to CEO regardless of itsposition or duty.**IV. Enforcement of this Code**(1) Judgment of Application     The CEO has final responsibility and authority for judgment promptly and in a consistentmanner in case questions are presented to the CEO regarding the interpretation and application ofthis Code; except that, in case of any material situation, such responsibility and authority shallbe assumed by the Board of Directors and, in case of any interpretation of this Code or questionsin application for Officers, consultation with the Board of Statutory Auditors shall ne made.     Each of Officers and Employees of IIJ Group who is unsure if a situation violates this Codeshould refer the CEO promptly and ask for his judgment to prevent possible misunderstandings andoccurrence of problem. The CEO shall set up a department or function to receive such reports andhave transaction in IIJ.(2) Reporting of Violation of this Code     Each of Officers and Employees of IIJ Group is expected to notify the CEO promptly of anypast, existing or potential violation of this Code in the departments which he or she is in chargeof (for directors, in the whole company). Each of Officers and Employees of IIJ Group may notifythe CEO through his or her supervisor (for other companies of IIJ Group than IIJ, through itsadministrative department). The CEO shall set up a department or function to receive such reportsand have transaction in IIJ.Each of Employees may report by the following procedures in case he or she founds any past,existing or potential violation of this Code except for the cases defined above; (a) report to the above department to receive;  (b) notification to Internal Auditing Office  (c) notification to the Board of Statutory Auditors; or  (d) by the procedure of the confidential, anonymous submission     In any case, no person who made such report in good faith shall be retaliated against and itsidentities shall be protected to the extent consistent with law and this Code.(3) Violation of this Code     The CEO is responsible for investigating any potential or existing violation reported to himsubject to the preceding section by taking all action he considers appropriate promptly. The CEOmay give authority necessary for the investigation to Officers and Employees of IIJ Group tofulfill such responsibility. In any material cases, the Board of Directors of IIJ shall beresponsible. In case of any potential or existing violation by Officers of IIJ, such investigationshall be made subject to report to and approval by the Board of Statutory Auditors. If a violationhas occurred, IIJ Group will promptly take such disciplinary or preventive action as it deemsappropriate. In case of violation by Employees, judgment for such action shall be made byManagement of each company of IIJ Group. In case of any violation by an Officer of IIJ,disciplinary actions shall be made subject to report to and approval by the Board of StatutoryAuditors of IIJ. Violation by Officers and Employees affects each personnel evaluation subject tocontents and degree of such violation.
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**V. Compliance with Applicable Law**     IIJ Group is committed to conducting its business in strict compliance with all applicablegovernmental laws, rules and regulations, including but not limited to laws, rules and regulationsrelated to securities, labor, employment and workplace safety matters. All Officers and Employeesof IIJ Group are expected at all times to conduct their activities on behalf of IIJ in accordancewith all applicable laws and regulations as well as internal company rules and this Code. Inaddition to the laws of Japan, as a Nasdaq listed company, IIJ is subject to regulations of the SECand the United States Nasdaq and required to comply with United States federal securities laws andregulations.**VI. Fair Dealing**     It is the policy of IIJ Group to comply with applicable antitrust, competition and fair tradelaws and regulations of each country and region where IIJ Group conducts its businesses. Directors,officers and employees are required to deal fairly with IIJ Group’s financial institutions,customers, suppliers, vendors, competitors, agents and other entities, to base their businessrelationships on lawful, efficient and fair practices and to use only ethical practices whendealing with actual or potential counterparties, including financial institutions, customers,suppliers, vendors, competitors, agents and other parties. It is prohibited to give and acceptanything of value from any current or potential counterparties, including financial institutions,suppliers or vendors as inducement for or in return for business or preferential treatment and totake advantage of any financial institution, customer, supplier, competitor or other entity throughmanipulation, concealment, abuse of privileged information, misrepresentation of material facts, orany other unfair business practices.**VII. Conflict of Interest**     Business decisions and activities must be based on the best interests of IIJ Group and mustnot be motivated by, or appear to be motivated by, personal considerations or relationships. Anydirector, officer and employee should avoid any action which may involve, or appears to involve, aconflict of interest with IIJ Group. Relationships with actual or potential suppliers, contractors,customers or competitors must not affect, or appear to affect, your independent and sound judgmenton behalf of IIJ Group. Officers and Employees are required to disclose to the CEO any situationthat may be, or appears to be, a conflict of interest and to eliminate such influence in case it isdetermined that such conflict of interest influences materially business operation of IIJ Group,.The CEO shall set up a department or function to receive such reports and have transaction in IIJ.The function of CEO shall be carried out by Management of each company of IIJ Group other than IIJand the function of CEO shall be carried out by the Board of Directors for Officers of IIJ.     In particular, clear conflict of interest situations involving Officers and other Employeeswho occupy supervisory positions or who have discretionary authority in dealing with any thirdparty specified below may include the following: (1) any significant ownership in securities of any supplier or customer to such an extentthat it is possible to involve in decision making with regard to business transaction withIIJ Group;  (2) any possibility to involve in decision making with regard to business transaction withIIJ Group by consulting or employment relationship with any customer, supplier orcompetitor;  (3) any outside business activity that detracts from duty of loyalty of directors andattention of Employees to his or her responsibilities withIIJ unless otherwise designated in working regulations for outside business activity;  (4) the receipt of non-nominal gifts or excess entertainment from any companywith which IIJ has current or prospective business dealings;  (5) being in the position of supervising, reviewing or having any influence onthe job evaluation, pay or benefit of any immediate family member; and  (6) selling anything to IIJ Group or buying anything from IIJ Group, except on the sameterms and conditions as comparable directors, officers or employees arepermitted to so purchase or sell.
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**VIII. Dealing with Government Officials**     Officers and Employees of IIJ shall not, and shall conduct themselves not to be suspected to,directly or indirectly, promise, offer or make payment in money or anything of value to governmentofficials for the purpose of seeking favorable business treatment or improperly affecting businessor government decisions. In many countries gifts or payments to government officials arespecifically prohibited by law. Any director, officer, or employee involved in sales or othertransactions with government officials should ensure that such transactions comply with allapplicable laws and regulations and avoid even the appearance of impropriety.**IX. Confidential Information**     IIJ Group will protect its own confidential and proprietary information as well as theinformation that financial institutions, customers, suppliers, competitors or their employeesentrust to IIJ Group. All of Officers and Employees of IIJ Group are required to maintain theconfidentiality of all confidential and proprietary information of each company of IIJ Group andnot to disclose or distribute any confidential or proprietary information except when authorized bythe company. Officers and Employees are also required to use such information only for the purposepermitted by each company of IIJ Group in connection with their duties at each company of IIJGroup. Even within each company of IIJ Group, Officers and Employees shall only discloseconfidential or proprietary information to those employees who have business-related“need-to-know”. In case internal rule of information securities is established in each company ofIIJ Group, such rule shall be observed.**X. Company’s Assets**     Officers and Employees of IIJ Group have a responsibility to protect the assets of eachcompany of IIJ Group entrusted to them from loss, damage, misuse or theft. Such assets includeboth tangible and intangible assets, including IIJ Group’s name, logo, brand, trademark, servicemarks, copyrights, patents, trade secrets, inventions, products, know-how, marketing and financialplans, databases, records and other intellectual property and may only be used for businesspurposes and other purposes approved by the Board of Directors.**XI. Corporate Opportunities**     Officers and employees of IIJ Group owe a duty to IIJ Group to advance IIJ Group’s businessinterests. Officers and Employees are prohibited from taking for themselves or directing to a thirdparty a business opportunity that is discovered through the use of corporate property, informationor position, unless each company of IIJ Group which he or she belongs to has already been offeredthe opportunity and determined not to pursue it. More generally, Officers and Employees of IIJGroup are prohibited from using corporate property, information or position for personal gain andfrom competing with IIJ Group.     Sometimes the line between personal and IIJ Group benefits is difficult to draw, and sometimesthere are both personal and IIJ Group benefits in certain activities. Officers and Employees of IIJGroup who intend to make use of IIJ Group property or services in a manner not solely for thebenefit of IIJ Group should consult beforehand with Management of each company of IIJ Group.**XII. Inside Information and Securities Trading**     It is illegal to use insider information when buying, selling or trading stocks or othersecurities, including not only the securities of each company of IIJ Group but also the securitiesof other companies about which Officers and Employees of IIJ Group have “material non-publicinformation” as a result of business activities. “Material non-public information” is anynon-public information which can be expected to affect the judgement of reasonable investors as towhether or not to buy, sell, or hold the securities in question. It includes financial performanceincluding earnings, dividend plans, significant litigation exposure due to actual or threatenedlitigation, news of a
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pending or proposed acquisition or merger, corporate partnerships,acquisitions or strategic alliances, the dispositionof assets, new equity or debt offerings, changes in senior management or any other significantactivities. Officers and Employees must handle “material non-public information” just like otherIIJ Group’s proprietary information and must not disclose “material non-public information” unlessauthorized by IIJ. Any director, officer or employee who is uncertain about the legal rulesinvolving a purchase or sale of any IIJ securities or any securities in companies that he or she isfamiliar with by virtue of his or her work for IIJ or IIJ Group, should consult with the CEO or anyperson designated by CEO before making any such purchase or sale. Officers and Employees of IIJGroup shall comply with the internal regulations on internal trading.**XIII. Media Relations and Public Inquiries**     IIJ Group takes seriously its legal and business obligations to communicate accurately withthe news media, regulatory agencies and other entities. Inappropriate comment to such entities maybe damaging. To ensure professional and consistent handling of communication with any suchentities, requests from the news media, press agents and other mass media should be forwarded toIIJ’s investor relations section and the request from regulatory agencies and other governmentalauthority shall be forwarded to legal section of each company of IIJ Group.**XIV. Financial Reporting and Accuracy of Company Records**     IIJ is required by law and exchange regulations to make full, accurate, timely andunderstandable disclosure in the reports and documents that IIJ files with, or submits to the SEC,U.S.Nasdaq and other regulatory entities and in all other public communication it makes. Allrecords, recordation and reporting, maintenance of information, including but not limited tobusiness transactions, books and other financial records, must be accurate, complete and timely andmust be a fair representation of facts.     Each Officer or Employee involved in disclosure process of each company of IIJ Group,including the CEO, the Chief Financial Officer and the Chief Accounting Officer, is required to befamiliar with and comply with IIJ’s disclosure controls and procedures and internal control overfinancial reporting, to the extent relevant to his or her area of responsibility, so that IIJ’spublic reports and documents filed with SEC or Nasdaq comply in all material respects with theapplicable federal securities law and SEC and Nasdaq rules. In addition, each person having director supervisory authority regarding these SEC filing or IIJ Group’s other public communicationsconcerning its general business, results, financial condition and prospects, should, to the extentappropriate within his or her area of responsibility, consult with other Company officers andemployees and take other appropriate steps regarding these disclosures with the goal of makingfull, fair, accurate, timely and understandable disclosure.Each Officer or employee who is involved in IIJ Group’s disclosure process, including withoutlimitation the Chief Financial Officer, must: (1) Familiarize himself or herself with the disclosure requirement applicableto IIJ Group as well as the business and financial operations of IIJ Group;  (2) Not knowingly misrepresent, or cause others to misrepresent, facts aboutIIJ Group to others, whether within or outside IIJ Group, including to IIJ Group’sindependent auditors and governmental regulators; and  (3) Properly review and critically analyze proposed disclosure for accuracy andCompleteness.**XV. Stakeholders**     IIJ Group has a corporate social responsibility against a wide range of stakeholder groups,including shareholders, IIJ Group’s users, suppliers, employees and public users of the Internet.Therefore, all Officers and Employees of IIJ Group are expected not only to fulfill accountabilityto shareholders but also to endeavor to obtain better
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understanding of such various stakeholder groups in consideration of the strong socialinfluence of IIJ Group.     All Officers and Employees of IIJ Group are expected to report to Management of each companyof IIJ Group in advance in case that its own business for IIJ Group may work to be the detriment ofthe interest of a particular stakeholder group. Management of each company of IIJ Group shall setup a department or function to receive such reports and have transaction in each company of IIJGroup.**XVI. Antisocial Forces**     IIJ Group aggressively takes action to prevent damages caused by antisocial forces for thepurpose of protecting the companies, securing Officers and Employees and fulfilling its socialresponsibilities as a company. IIJ Group acts against antisocial forces under the basic principlesuch as (1) taking action in organized way, (2) working together with outside specializedinstitutions, (3) refusing any unlawful demand, (4) taking civil and criminal legal action for anemergency and (5) never providing funds and added value such as information to antisocial forces.     Officers and Employees of IIJ Group are prohibited from complying with unlawful demand of andproviding funds of the company and added value such as information to antisocial forces. Each ofOfficers and Employees of IIJ Group who is aware that any Employee of the department which he orshe manages is in contact with antisocial forces is prohibited from leaving such situation as itis. Each of Officers and Employees of IIJ Group shall promptly notify Management of each company ofIIJ Group in case he or she is aware that antisocial forces make unlawful demand, provide funds ormake contact. The CEO shall set up a department or function to receive such reports and havetransaction in IIJ.
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