WAAGNER BIRO CODE OF CONDUCT

WAAGNER BIRO CODE OF CONDUCT

Contents 1. INTRODUCTION... 4 2. OUR CORE VALUES... 4 3. PREVENTION OF CORRUPTION... 4 4. PREVENTION OF MONEY LAUNDERING... 5 5. OBSERVING HUMAN RIGHTS... 5 6. HEALTH, SAFETY AND WORKING ENVIRONMENT... 5 7. ENVIRONMENT AND SUSTAINABILITY... 5 8. CONFLICTS OF INTEREST... 5 9. CLIENTS AND BUSINESS PARTNERS... 5 10. ANTI-TRUST AND COMPETITION LAW... 6 11. SAFEKEEPING OF ASSETS... 6 12. CONFIDENTIAL INFORMATION AND DATA PROTECTION... 6 2

Dear Employees, The success of the Waagner-Biro Group is based on top-level engineering know-how and more than 150 years experience in steel construction and mechanical engineering. As we strive to improve our performance in a fast-changing, competitive world, we should always remain true to our core values. They are the basis of our success, in good times as well as in tough times. Good relations to our customers, partners and suppliers are a key to Waagner-Biro s success in handling projects. Everyone can help to build good relationships by behaving with integrity and respect to other people. Failure this undermines the foundations on which we build our business. Waagner-Biro is committed to upholding national laws, such as those aimed at combating corruption, promoting sustainability and protecting human rights. Our Code of Conduct is intended to ensure that our conduct complies with these laws and help us to live and work in line with the core values and general business principles of the Waagner-Biro Group, its divisions and its companies. The values and principles in the Code of Conduct are reflected in the guidelines and instructions of the Waagner-Biro Group and its divisions. We, the Management Board, are committed to the values described in the Code of Conduct and expect all of our employees and business partners to follow these values. Thank you very much for taking responsibility to live our standards and values. Sincerely yours, Waagner-Biro AG Leonard-Bernstein-Straße 10, 1220 Vienna, Austria T: +43/1/288 44 0, F: +43/1/288 44 333 group@waagner-biro.com, www.waagner-biro.com Vienna, May 2012 3

1. Introduction We have established a compliance system to identify and prevent unlawful and unethical behaviour. The rules and principles contained in this Code of Conduct (the "Code") create the boundaries within which each of our employees must operate every day. Following our core values and general business principles, the Code instructs you on how to avoid situations that may damage you or Waagner-Biro. We observe all laws and regulations, both domestically and abroad. Since some laws are stricter than others, the Code combines the strictest rules and takes precedence over less strict rules. All members of our Management Board and Supervisory Board, and all managers, directors, officers and employees ("employees") must follow the Code. Suppliers and business partners who are working on our behalf or acting in our name, through outsourcing of services, processes or any other business activity, must follow the Code. Our customers are encouraged to adopt similar principles and standards. Violations of the Code or of any law or regulation governing our business may have severe consequences for the individual concerned and for us, and could result in criminal or regulatory prosecution. If you believe that the Code or a law has been or is being violated, it is your responsibility to raise this with the appropriate person. Contact your supervisor or our Compliance Department directly. 2. Our Core Values We meet all challenges with enthusiasm. For us success is coupled to perseverance and sustainability. We base trustful cooperation internal as well as external on honesty and fairness. 3. Prevention of Corruption The direct or indirect offer, payment, soliciting or acceptance of bribes in any form is unacceptable. No payment (cash or otherwise) that could be interpreted as a bribe should ever be paid to or accepted from an individual or organisation with the express or implied condition of gaining commercial advantage. Take special care when dealing with public officials. In most countries it is normal to occasionally give gifts or provide entertainment to customers or suppliers. This should be modest and incapable of being interpreted as a bribe. As a rule, Waagner-Biro or its subsidiaries should not contribute (directly or indirectly) to political parties, organisations or individual politicians. Any other donations must be made within the legal limits and are exclusively regulated by our compliance management. This also applies to sponsoring a community or social event. 4

4. Prevention of Money Laundering People involved in criminal activities like bribery, fraud, drug trafficking, counterfeiting or terrorism frequently use legitimate businesses to "clean" illegal funds. We must be careful to ensure that neither we nor our projects are used to launder money. In this case money includes cash, traveller s cheques, money orders or payments from third party accounts. If an individual wishes to trade with us on a continuing basis and settle their bills by such payment then their bona fides should be checked. We transfer money only to legal and natural persons which have been identified by us. This is managed by a standardized questionnaire to be filled out by our (potential) business partners. This compliance process is known as the know your customer-principle. 5. Observing Human Rights We are fully committed to human rights and support as a minimum the principles set out in the United Nations' Universal Declaration of Human Rights. No child labour or any form of human exploitation will be tolerated. 6. Health, Safety and Working Environment Employee safety is especially important to us. Our health policy is therefore oriented towards on-going optimisation of the physical, psychological and social conditions of work. Also, we create a workplace that complies with local anti-discrimination laws; we do not condone language or conduct that creates a hostile environment aimed at sexually harassing fellow employees. Through numerous measures (eg certifications), we not only meet our statutory obligations as an employer but also contribute with voluntary services to create a positive everyday work environment for our employees. We ensure that local laws on maximum working hours and minimum wages are followed. We are committed to systematically controlling our subcontractors to ensure that they also observe these laws. 7. Environment and Sustainability We see our environmental responsibilities as a crucial element of what we do. In this respect, we have wellestablished management systems, which we regularly review in light of industry best practices. At our locations, we strictly observe all local environmental protection laws. We leave almost nothing behind when we carry out local installation services. An important focus of our environmental policy is, accordingly, the economical use of resource corrosion protection in steel construction and the selection of reputable subsuppliers that are also environmentally reliable. 8. Conflicts of Interest Our employees should avoid situations in which a conflict between the employee's private interests and his professional responsibilities may arise. Such conflicts might involve customers, suppliers, present or prospective employees or competitors. Neither an employee nor a member of an employee's immediate family should have any business, financial or other relationship with customers, suppliers, present or prospective employees, competitors or us that might impair or appear to impair the performance of that employee's responsibilities to us. 9. Clients and Business Partners 5

We want our clients and business partners to follow the same high ethical standards and principles that we ourselves follow. We select our business partners based on these standards of quality and ethics and work only with providers of worldwide renown. We reserve the right to terminate contracts with business partners and seek compensation for damages if they do not comply with the law or this Code. 10. Anti-trust and Competition Law We are fully committed to complying with the competition law in all countries where we operate. By following this principle, we will be driven by the need to be both efficient and innovative. None of our employees should engage in any form of communication (written, electronic or verbal) with a competitor that attempts to: agree, fix, stabilise or control prices, credit terms, discounts or rebates; or share information with competitors; allocate contracts, markets, customers or territories; boycott certain customers or suppliers; or agree on (vertical) restrictions with customers or suppliers; or limit or reduce the manufacture or sale of any product or service in order to abuse the dominant market position, if any. Employees must ensure that they do not use commercial strategies that might violate the competition law on monopolies, constitute attempts to monopolise or abuse a dominant position in any market. 11. Safekeeping of Assets Our assets and resources should be used properly and only for their intended purpose. Assets include locations, equipment, financial facilities, trade secrets, patents and trademarks. All employees must protect our assets from loss, damage, misuse and theft. 12. Confidential Information and Data Protection Employees may acquire confidential information relating to our operations during their employment. This information must not be repeated to anyone, inside or outside Waagner-Biro, who is not authorised to receive it. In carrying out an assigned duty, the employee must exercise the requisite care to protect personal data. 6