Our success depends on our reputation with our customers, our performance and the integrity of our company.

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1 Portrait The Muehlhan Group is a globally operating specialist in marine surface protection, with a particular focus on protection against corrosion of steel surfaces of ships, and has 35 locations world-wide. With our four business divisions Shipbuilding, Ship Repair, Oil & Gas Offshore as well as Industry Services, we are a reliable national and international partner. Preamble Our success depends on our reputation with our customers, our performance and the integrity of our company. The trust placed in us essentially depends on our conduct as a whole, i.e. how our employees, executives and board of directors show their commitment by their performance and integrity. Integrity in this context does not only mean adhering to laws, but also behaving fairly in all matters of every-day business. Integrity avoids conflicts that cannot only harm the individual but also the company itself immensely. Our Code of Conduct determines values we want to follow when dealing with our business partners, employees, shareholders, state authorities and the public. The here contained guidelines on conduct are binding declarations of intent and objective. They shall contribute to strengthening and sustaining the required understanding within the company. However, guidelines for conduct are no comprehensive patent medicine. They cannot comprise all possible circumstances but must be regarded as guidelines mainly intended to provide orientation. Individual misconduct cannot generally be ruled out by the mere provision of a code of conduct. Therefore, the individual always remains personally responsible. The Code of Conduct is intended to help deal with legal and ethical challenges in every-day work, to provide orientation and thus further strengthen the trust in the performance and integrity of the Muehlhan Group. Within the scope of our possibilities, we would like to encourage our suppliers and business partners to introduce and implement comparable principles in their companies. Revision 0 October 2008 Page 1 of 7

2 1. Society We have responsibility with respect to society. We make sure we are accepted socially. We respect the dignity of man. We base our decisions on the principles of sustainability Adhering to the laws Respecting and adhering to the laws goes without saying at our company. All employees have the obligation to abide by the legal system they work in Social acceptance The social acceptance of our company is the prerequisite for our long-term and sustainable corporate success. We know that our reputation is determined by the appearance, activities and conduct of every individual in our group of companies. All our employees respect the reputation of the Muehlhan Group in society and use this principle as an orientation when fulfilling their tasks Dignity of man We are a part of society and support its development the best we can. We respect the personal dignity of every person. Therefore, the Muehlhan Group and its employees do not tolerate child or forced labour and refuse to cooperate with business partners and sub-contractors who do not explicitly reject such forms of labour. We do not tolerate discrimination in our world-wide activities. This applies to internal cooperation as well as to conduct with respect to external partners. Our corporate culture is committed to this principle throughout the world, irrespective of regionally deviating social or cultural views Sustainability We use the principles of sustainability as an orientation. We are aware of the scarcity of resources, the ecological effects of our business operations and our responsibility with respect to future generations. Already today, the Muehlhan Group is using the most eco-friendly technologies possible; at the same time, we are striving to constantly improve our environmental balance and the efficiency of our utilisation of resources by means of systematic identification and utilisation of the potential of ecological innovations. Aside regular environmental audits, this includes the introduction of a risk management system. National and international environmental protection standards such as the ISO standard series are our benchmark in this respect. All employees act according to this at their workplace and are admonished to scrutinise their performance with respect to a sustainable advancement regarding the three elements ecology, economy and social issues. Revision 0 October 2008 Page 2 of 7

3 2. Customers and suppliers We have responsibility with respect to our customers. - We respect the values of our customers. - We create values for our customers. - We listen to our customers and meet their requirements. - We measure our success on the success of our customers Integrity in fair competition National and international regulations set standards as to how the Muehlhan Group is allowed to offer its services and technologies or exchange information with competitors. The respective regulations are binding for the Muehlhan Group. Every individual employee is obligated to observe these regulations. Only in a fair competitive climate can the market participants develop freely. Therefore the command of integrity applies for us when competing for market shares. All employees are obligated to respect and observe the rules of fair competition. Employees particularly are not allowed to talk about and coordinate prices or capacities with competitors. Agreements with competitors regarding non-competition, sham offers for tenders or dividing up customers, sales areas or production programmes are not permitted. This also includes informal conversations, informal gentlemen agreements or concerted actions which aim at achieving or result in one of the above specified restrictions of competition Correct reporting All records and reports generated internally or issued externally must be correct and true. Data acquisitions and other records always must be complete, correct, up-to-date and systemcompatible Offering and granting of benefits When competing for orders, we rely on the quality and the benefits of our services for our customers as well as appropriate prices. We support the national and international efforts of ensuring that competition is not influenced or distorted by corruption. Benefits of any kind granted to office holders or employees of other companies by employees of the Muehlhan Group with the aim of obtaining orders or unfair advantages for Muehlhan or other persons are not tolerated irrespective of the regional legal regulations and regionally deviating cultural or social views. Courtesies of a certain scope that comply with the generally common business practices must be handled according to the law that is binding for us as well as the internal regulations. In any case, they must be fashioned in such a way that the recipient does not need to conceal accepting them and the recipient is not forced into dependency by entering into a commitment. Revision 0 October 2008 Page 3 of 7

4 2.4. Demanding and accepting benefits Gifts from business partners are common-practice within a certain scope. However, accepting gifts can lead to conflicts of interest and harm the good reputation of our company. Employees are not allowed to use their position or function in the company to demand, accept or acquire personal benefits. The company management allows employees to accept occasional gifts of a small value. Any gifts exceeding this value and other granted benefits for the employees or persons associated to them generally must be rejected. The employees are obligated in such cases to inform their supervisor about the offered gifts or amenities. 3. Lenders of capital We have responsibility with respect to the lenders of capital. - We maintain the existence of our company and set attractive return targets for us in addition. - We specifically improve our position in our core fields of business. - We ensure our future success by research and development in the present Responsible business management The Muehlhan Group first and foremost works to preserve and sustainably advance the company value. This is documented by means of a dividend depending on the respective business success. Aside the interests of our stockholders, the interests of our customers, employees, suppliers, credit grantors and shareholders are considered. The basic structure for designing responsible, transparent business management geared towards added value is provided by the applicable laws, the Articles of Incorporation as well as the internationally accepted standards compiled in the German Corporate Governance Codex and their implementation by the Muehlhan Group in Muehlhan s declaration of conformity. The constant revision and needs-oriented adjustment of the essential functions of our management and control system ensure that our economic objectives can be achieved and all justified claims can be answered. The employees of the Muehlhan Group gear all their actions and their conduct to this corporate philosophy. They think and act as entrepreneurs and are provided a share in the business success Acquisition of shares and prohibition of insider trading It is generally permitted to all employees of the Muehlhan Group without restrictions to deal with shares or other securities of Muehlhan AG. However, due to legal regulations, all employees of the Muehlhan Group are prohibited without exception to use insider information to buy or sell shares or other securities of Muehlhan AG or another company of the Muehlhan Group or securities or derivatives relating to the group, which are traded publicly (insider securities of the Muehlhan Group), on behalf of themselves or third parties or for another person, to provide or make accessible insider information to others without authorisation as well as recommend other persons to buy or sell insider securities on the basis of insider information or persuade another person to do so, irrespective of whether this piece of insider information was obtained as intended in the context of the employee s respective function or from a third party. Insider information is regarded as any concrete piece of information about Revision 0 October 2008 Page 4 of 7

5 circumstances which are not known publicly and relate to a company of the Muehlhan Group or to insider securities of the Muehlhan Group itself and are suited to significantly influence the share or market price of the insider securities of the Muehlhan Group if they become known publicly Information policy Muehlhan informs all participants of the capital market in equal measure and in due time about the current financial situation and profit situation as well as the business performance of the company. 4. Employees We have responsibility with respect to our employees. We make sure we provide a modern management culture. We support the knowledge and experience of our employees as our most important resource. We attach great importance to fairness, tolerance and equal opportunities Management culture All executives are responsible for their employees. They have to earn their respect by showing exemplary personal behaviour, performance, openness and people skills. Executives trust in their employees and agree clear, ambitious and realistic objectives. They include their employees in plans and decisions and give them as much autonomy and freedom as possible Promotion of employees We owe the success of the Muehlhan Group to the knowledge, experience and commitment of every one of our employees. The Muehlhan Group invests in the training and skills of its employees; commitment and performance are particularly promoted. This is how we ensure the sustainability of the Muehlhan Group. The essential criteria for the development of employees are performance, potential, experience, conduct and integrity Fairness, tolerance and equal opportunities Our appreciation is the same for all employees irrespective of their nationality, culture, religion, ethnic origin, gender, sexual orientation, age, disability, political views and trade-union activities. As a globally active group of companies, we treat our employees fairly and openly as well as with understanding and tolerance. Thus the company expects every employee to treat colleagues, employees and third parties objectively, politely and fairly. Harassment at the workplace, undesired sexual approaches, undesired physical contact and indecent offers are prohibited, of course Appearances in public Muehlhan generally supports the commitment of its employees in public functions on a municipal or supra-regional level. If the appearance is connected to activities of Muehlhan or could be interpreted as such, the prior approval of the supervisor is required. For statements of employees of the Muehlhan Group in public, the right of freedom of speech generally applies. The employees make sure that their appearance in public does not harm the Revision 0 October 2008 Page 5 of 7

6 reputation of Muehlhan. For private statements of opinion, employees should refrain from referring to their own role or activity in the company Avoidance of conflicts of interest It is of great importance to the Muehlhan Group that its employees do not get into conflicts of interest or loyalty while working for the company. Such conflicts can arise if an employee starts working for another company or has a share in another company. Therefore it is not permitted to operate a company or have a significant direct or indirect share in a company which competes with the companies of the Muehlhan Group entirely or in part or which has business relations with them. This excludes secondary employment and shares which demonstrably cannot have any influence on the activity at Muehlhan. The regulations of the companies pertaining to the notification of secondary employment remain unaffected by this Company property, privacy, secrecy and protection of third-party rights Every employee is responsible for protecting and appropriately using the property of the Muehlhan Group. Personal data may only be acquired, processed or used if this is required for predefined, clear and legitimate purposes. High standards must be guaranteed for data quality and the technical protection against unauthorised access. The use of data must be transparent for the persons affected; their rights to information and correction as well as objection, blocking and deletion, if applicable, must be protected. Patents, inventions, technical specifications and other know-how are the intellectual property of the company and of special importance as valuable property for the success and the future of the Muehlhan Group. Therefore no employee is allowed to pass on new findings or company secrets in any way to third parties; business documents and data carriers generally must be protected from access by unauthorised persons. Every employee must respect effective trademark rights of third parties; their unauthorised use is prohibited. No employee is allowed to acquire or use secrets of a third party without authorisation Donations Donations always must be transparent. The recipient of the donation and the specific use by the recipient must be known and traceable. It must be possible to give account of this to the public at any time. 5. Observance of the Code of Conduct 5.1. Information and questions It is the task of every executive in the Muehlhan Group to ensure that the employees assigned to them know this Code of Conduct. There will always be questions relating to this Code of Conduct. In case of uncertainties regarding the correct conduct, the employees can talk to their supervisor about the matter. Revision 0 October 2008 Page 6 of 7

7 5.2. Information and auditing The auditing department makes sure in its audits that the Code of Conduct is observed and incorporates the regulations into its auditing criteria; detected violations of the Code of Conduct must be reported Violations and sanctions Violations of provisions of the Code of Conduct can lead to consequences with respect to the work relationship and its continuance as well as to demands for damages. Muehlhan AG The Board of Directors Revision 0 October 2008 Page 7 of 7