Compliance-Program of STOOF International Holding GmbH, STOOF International Fahrzeugbau GmbH and STOOF International Vertriebsgesellschaft mbH (hereinafter together called „STOOF-GROUP“)

Introduction

The STOOF GROUP expresses its commitment to a responsible behavior and integrity in its values and principles as embodied in its „STOOF Compliance Policy“, as attached.

The respect for all applicable laws, for the protection of human beings, and their social and natural environment is our guiding principle which finds its basis in statutory law and ethical standards. This applies as well to our products as to our procedures.

To safeguard this endeavor as well as to support our employees and our management the STOOF GROUP has retained an external law firm as Compliance Ombudsman (Dr. Christoph Partsch, Attorney at law, Berlin, Tel. 0171-8674652, www.compliance-institute.de).This law firm will render confidential advice to employees concerning compliance. Upon request it will not inform the management of the person, who has given the information. There is a strict policy to protect whistleblowers, who contact the Ombudsman. STOOF GROUP guarantees that employees need not fear any repercussions or any other discrimination due to the use of the Ombudsman as such, exception made for willingly false information.

We would like to ask you to observe our Compliance Policy and the applicable laws and ethical standards. You should take these standards as a chance to actively participating in working for a better company and a better world.

Fred Stoof
General Manager

Dealing with business partners and representatives of government bodies

Suppliers and customers must be dealt with fairly. STOOF GROUP expects the same from its suppliers and customers. Employees’ private interests and the interests of the company must be strictly segregated. Personal relationships or interests must not affect business activities. Decision-making processes must be based solely on factual considerations. Our relations with customers and suppliers are founded on quality, reliability, competitive prices and other objective criteria. For these reasons employees dealing with suppliers, customers, other business partners or officeholders must not demand or accept personal advantages such as payments, gifts or other benefits of value. STOOF GROUP expects all employees to inform their superior if a business partner makes such an offer. Invitations by business partners not related to business appointments need to be authorized in advance by the employee’s superior. Similarly, in connection with work for our company, employees of other companies in Germany or abroad must not be promised or granted any personal advantages as consideration for preferences.

No personal advantage of any kind may be offered or granted to any public official in Germany or abroad, unless there is a prior written permission by such official´s entity. Please pay special attention to the applicable laws of the German Criminal Code, § 331 StGB ff.) and the Foreign Corrupt Practices Act. These statutes are the national expression of international standards and have to be observed. Occasional gifts, hospitality or other benefits, which are consistent with customary business practices, socially adequate and of very little value, are excluded from the above restrictions, provided any influence on a business or authority's decision can be ruled out from the outset. Offering, granting, demanding or accepting money is always inadmissible.

In the event of doubts in the conformity of a certain behavior, a certain situation or a planned project with applicable laws, the management, the relevant legal department or the Compliance Ombudsman should be contacted at an early stage. In case the incident occurred in the past, the management, the relevant legal department or the Compliance Ombudsman must be contacted anyway.

Antitrust regulations

Our policy is to promote fair competition. Therefore employees are advised to abide by all antitrust laws and regulations. Violations are subject to sanctions and fines and may lead to the invalidity of the respective agreement and considerable damage for the STOOF GROUP.

Horizontal agreements

Agreements and concerted practices between competitors (horizontal agreements) which have as their objective or effect the prevention or restriction of competition are especially prohibited. These comprise, for example, agreements on prices, tenders, allocation of customers, terms of sale, production or sales quotas or the carving-up of geographical markets. Not only agreements i.e., express arrangements, but also concerted arrangements resulting from a sequence of unilateral declarations (e.g., announcements of price increases aimed at triggering the same reactions from competitors) are forbidden. In the course of contacts with competitors it must always be ensured that no information is accepted or given which permits any conclusions being drawn as to the present or future market conduct of the party providing the information.

Vertical agreements

Also, many types of vertical agreements, i.e., arrangements and agreements between suppliers and customers or patent holders and licensees, are forbidden in Germany, the E.U. and the United States, although with slight differences. These include restrictions of the customer’s freedom to set prices and conditions of supply in respect to their business partners (geographical, customer or application restrictions), certain most-favored-customer clauses, exclusivity such as total requirement or exclusive supply as well as non-competition. In many cases the admissibility and, as a result, effectiveness of a restraint depend on the duration and the intensity as well as the market position of those involved.

Abuse of a dominant market position

Due to its market position in many product areas, STOOF GROUP is often subject to specific rules. In principle, the abuse of a dominant market position is prohibited in Germany, the E.U. and the United States, although with slight differences. Such abuse can, for example, be different treatment of customers without good cause (ban on discrimination), refusal to supply, selective supply, imposition of inadequate purchase/sales prices and conditions or tie-in arrangements without justification for the additional supply or service demanded. The definition of a dominant market position as well as the limits within which a given conduct is still admissible depends on the circumstances of the individual case.

In the event of doubts in connection with antitrust regulations the management, the relevant legal department or the Compliance Ombudsman should be contacted at an early stage. In case the incident occurred in the past, the management, the relevant legal department or the Compliance Ombudsman must be contacted anyway.

Embargo and trade control regulations

Various national and international trade laws restrict or prohibit the import, export or domestic trade of goods, technologies or services, the dealing with specific products as well as capital and payment transactions (embargo). These restrictions and prohibitions may depend on the nature of the goods, the country of origin or end-use, or on the identity of the customer. The provisions of the Foreign Trade and Payments Law, the E.U. regulations on dual-use items and for combating terrorism, the Chemical Weapons Convention, as well as the regulations concerning trafficking and dealing in narcotics, psychotropic substances or addictive substances and their basic materials and precursors are of particular importance to our company. All employees must comply with the control regulations when buying, producing or marketing goods or when transferring or acquiring technology. Necessary permits from the relevant authorities as well as end-use declarations legally prescribed or voluntarily required by STOOF GROUP have to be obtained prior to dispatch or export. Certain products must be kept under lock and key.

In the event of doubts in connection with embargo and trade control regulations the management, the relevant legal department or the Compliance Ombudsman should be contacted at an early stage. In case the incident occurred in the past, the management, the relevant legal department or the Compliance Ombudsman must be contacted anyway.

Money laundering

Various countries, among them the Member States of the E.U., and hence Germany, have passed laws against money laundering. Money laundering does not only mean to transform cash into legitimate money, but also the transforming of all proceeds of crime into ostensibly legitimate money or other assets. No employee, either alone or in collaboration with third parties, may take measures that violate domestic or foreign regulations on money laundering.

In the event of doubts in connection with money laundering regulations the management, the relevant legal department or the Compliance Ombudsman should be contacted at an early stage. In case the incident occurred in the past, the management, the relevant legal department or the Compliance Ombudsman must be contacted anyway.

STOOF Compliance Policy

For STOOF International Holding GmbH, STOOF International Fahrzeugbau GmbH and STOOF International Vertriebsgesellschaft mbH

§ 1 Prohibited Business Practices Policy

It is the policy of STOOF International Holding GmbH, STOOF International Fahrzeugbau GmbH and STOOF International Vertriebsgesellschaft mbH, including all of its subsidiaries and affiliates wherever they may be located (hereafter collectively referred to as “STOOF”), to, at all times, conduct their affairs in such a manner so as to avoid even the appearance of impropriety. This policy extends to all officers, directors, employees of the STOOF (hereafter collectively referred to as “Staff”) and any individual or entity acting for or on behalf of the STOOF as an agent, representative, consultant, or in any other capacity (hereafter collectively referred to as “Agents”).

§ 2 Compliance with all Laws and Regulations

It is the general policy of STOOF that all of its Staff and Agents comply with all applicable laws and regulations in carrying out their responsibilities on behalf of the STOOF, especially all export laws and all anti-bribery laws. Because a certain practice may be followed in a particular country, or region of a country, this does not make the practice lawful. Nor is a practice lawful because other individuals and entities engage in the practice. The guiding principle must always be whether the practice is prohibited or permitted by the written law of a country or unit of government that has the power or jurisdiction to prohibit or permit the practice that may be in question.

This seemingly simple policy can prove to be complex, confusing, and difficult when one is confronted with the practical realities associated with conducting business in unfamiliar settings as in many parts of the world. There may also be situations that arise where it may not be possible to comply with the laws of one country without violating the laws of another country. When questions arise as to what may be permitted or as to how to handle a situation, it is important that advice be promptly sought.

Any Staff or Agent who may have a question or a concern or need advice or assistance in addressing a situation should contact the General Manager Fred Stoof (hereinafter the “General Manager”) or STOOF´s outside Ombudsman attorney Dr. Christoph Partsch (hereinafter the “Ombudsman”). Seeking assistance should never serve as a basis for any form of retaliation. Should there be a concern that seeking assistance or raising a concern may lead to some form of retaliation, contact should be made with the Ombudsman.

STOOF will therefore implement the Internal Compliance Programmes ICP of BAfA, where applicable.

§ 3 Prohibited offers or payments to public officials

Except with the prior written approval of the General Manager or the Ombudsman, no offer, promise, or payment of anything of value may be made, directly or indirectly, to or for the benefit of a public official, that is or may appear to be related to obtaining, retaining or directing business or for any other improper advantage. In addition to a government official, a public official includes a candidate or prospective candidate for political office, or anyone acting on their behalf, and an official, employee, or agent of a political party, an international governmental organization, a state owned enterprise, or an entity owned or controlled by a unit of government.

§ 4 Agents and Consultants

The use of intermediaries for the purpose of facilitating prohibited transactions is prohibited. No agent, representative, or consultant may be retained without the written approval of General Manager or the Ombudsman after the satisfactory completion of specific due diligence procedures established by the Ombudsman.

§ 5 Political Contribution

Without prior written approval, no funds, facilities, or services of any kind may be paid or furnished to any political candidate or prospective candidate for public office, to any political party, or to any political initiative, referendum, or other form of political campaign. When any type of political contribution is being considered, the final determination in terms of amount, timing, and means of contribution shall be subject to the prior written approval of General Manager or the Ombudsman.

STOOF, however, encourages the participation in democratic political parties and institutions, and nothing in this paragraph can be construed against such participation in democratic parties or institutions.

§ 6 Facilitating Payments

“Facilitating payments” are small payments made to a public official necessary to expedite or secure performance of a routine governmental action. Facilitating payments can never be made to assist in obtaining or retaining business, to influence a particular decision or transaction, or for any other improper purpose. They are acceptable in certain jurisdictions. Although strongly discouraged, facilitating payments may be made in certain limited circumstances, but only with the prior written approval of the General Manager or the Ombudsman. In Germany and Europe Facilitating Payments are strictly prohibited.

§ 7 Bona fide and reasonable reimbursement of Business Expenses

Offers to reimburse and the actual reimbursement of expenses to a public official shall be documented. The amount and the reimbursement must be reasonable, and the purpose must relate directly to the promotion, demonstration, or explanation of products or services of the STOOF or to the execution or performance of a contract of the STOOF with a government, government agency, or government-owned or government-controlled enterprise.

§ 8 Accounting and Record-Keeping requirements

It is the policy of the STOOF that all transactions be recorded in a timely and accurate manner. Transaction must be accurately recorded in terms of amount, accounting period, accounting classification, and in terms of STOOF policy. Any information material to a transaction must be recorded. No transaction shall be entered into that requires or contemplates the making of false or fictitious entries or records in whole or in part.

§ 9 Inquiries from Auditors

Any inquiry from the internal or independent auditors of the STOOF must be responded to fully and promptly. No information shall be withheld that may be material to providing a complete and accurate answer.

§ 10 Accounting Practices

Each transaction and disposition of assets by the STOOF must have proper authorization. No secret, unrecorded, or unreported fund or asset of the STOOF shall be created or maintained. No accounting balances shall be created or maintained that have no documentary support, that are fictitious in whole or in part, or that have no reasonable basis in fact. Without the prior written approval of General Manager or the Ombudsman, no third-party accounts for the STOOF shall be established other than in the name of the STOOF.

§ 11 Prohibited Means of Payment

Without prior written approval of General Manager or the Ombudsman, no payment by the STOOF shall be made to an individual or entity other than those with whom the STOOF has contracted. No payments shall be made outside the country of the principal place of business of the recipient without the prior written approval of General Manager or the Ombudsman.

No corporate checks shall be written to “cash,” “bearer,” or third-party designees of a party entitled to payment. Other than fully-documented petty cash transactions, no transaction in cash that is not evidenced by a receipt bearing the signature of the recipient shall be made. In those situations, the recipient must also be the acting party in a fully-documented business relationship with the STOOF.

§ 12 Accounting Adjustments

Adjustments to accounting records must follow established procedures. Once finalized, documents are not to be altered. Without written approval of General Manager or the Ombudsman, last-minute adjustments that significantly affect financials results of a unit of the STOOF are prohibited.

§ 13 Maintenance and Retention of Records

Access to systems of accounting or financial records shall not be permitted for individuals without proper authorization. Record destruction can be undertaken only in compliance with the STOOF’s policy concerning the retention and destruction of records. Records in their original form shall not be removed from the STOOF without prior written authorization.

§ 14 Disclosure Obligations

Any personnel or agents of the STOOF who become aware of a failure on the part of anyone associated with the STOOF to abide by the terms of the Prohibited Business Practices Policy shall make known the information that has come to his or her attention by contacting the General Manager or the Ombudsman.

Borkheide, April 25th, 2016
Fred Stoof
General Manager

Downloads

German Criminal Code (Excerpts)