Compliance Guidelines of ARAN Holding GmbH

1. Definition and field of application

Compliance means adhering to government laws and directives and to rules and regulations set up by corporations. These Compliance Guidelines provide the staff members of ARAN Holding GmbH and of its subsidiaries and associated companies with a basis on which they can meet the legal and ethical challenges in their daily work. These guidelines are mandatory for the employees and officers of ARAN Holding GmbH and also represent the company-wide code of conduct. The companies belonging to the ARAN group of companies – i.e. subsidiaries and associated companies, including their respective subsidiaries and associated companies – may join these guidelines or set up compliance guidelines of their own, provided that the latter are not in conflict with the present Compliance Guidelines.

2. Code of Conduct

Every staff member of the ARAN group is under the obligation:

  • to adhere to all government laws and directives and to all corporate rules and regulations;
  • to ensure fairness and respect in everything they do and in every business relationship;
  • to respect and to promote the reputation of ARAN Holding GmbH and of the ARAN Group;
  • to avoid conflicts of interest between business and private matters;
  • not to provide nor to procure unlawful advantages for him/herself or any other person;
  • to adhere to the rules and regulations regarding occupational health and safety, environmental protection and data protection;
  • to protect the company assets against loss and misuse;
  • to report any breach of a rule immediately to line managers or to the management board or to the external Compliance Officer (see item14).

All officers of the ARAN group are additionally obliged:

  • to adhere to the guiding principles of ARAN Holding GmbH;
  • to base employee appraisals exclusively on the performance of the respective person;
  • to adhere to these Compliance Guidelines in their own spheres of responsibility.

3. Duty to obtain information

All staff members of the ARAN group must ensure that they know the applicable government laws and directives and the corporate rules and regulations that are relevant for their respective field of work. When in doubt, they have to ask their respective line manager for advice. Line managers, in turn, have to seek legal advice, if necessary.

4. Equal treatment

The ARAN group does not tolerate any discrimination based on descent, ethnic origin, sex, gender identity, religious or other beliefs, handicap or age. No discrimination or harassment of any kind will be tolerated. This particularly applies to dealings with fellow staff members, employees and business partners and also to situations where staff members are hired, promoted or dismissed.

5. Integrity in business dealings

  • Corruption is strictly forbidden.
  • It is forbidden to grant, offer or promise unlawful personal advantages to employees or representatives of domestic or foreign enterprises.
  • Bribery with the help of others such as relatives, friends, agents, consultants or intermediaries is forbidden.
  • This does not include promotion articles with a value below EUR 10 per item. Gifts to business partners with a value of up to EUR 35 per person and year are permitted in Germany and are tax deductible as business expenses.
  • It is forbidden to support unlawful activities of others.

6. Fair competition

  • Antitrust laws and legislation on competition must be strictly adhered to.
  • Industrial property rights of third parties must be respected.
  • Collusions with competitors regarding issues such as pricing, volumes and conditions, and allocation of customers are forbidden.

7. Protection of internal information

Information that is exclusive to the company or the group may not be disclosed or

8. Avoidance of conflicts of interests

Private interests must be strictly separated from the interests of ARAN Holding GmbH and its subsidiaries and associated companies. It is prohibited

  • to place orders with close persons (family members, spouses, friends, private business partners), unless their services and conditions live up to the arm’s length principle;
  • to place orders with enterprises where close persons (as above) work;
  • to place orders with enterprises if an interest in the shares of such enterprises exceeding 5% is owned by close persons (as above);
  • to work part-time for competitors;
  • to work part-time for business partners.

Exceptions can only be granted by the management or by the shareholders’ representative.

9. Invitations, gifts, personal advantages

  • Staff members of the ARAN group may never accept nor request nor make others promise to provide personal advantages for themselves or close persons (as above).
  • Certain personal advantages such as invitations to lunch or dinner, invitations to sports events or gifts may only be accepted, if
    • nothing is expected in return;
    • no impression is given that something is expected in return;
    • the advantage corresponds to standard business practice;
    • the advantage does not violate any law.

10. Cooperation with authorities

Staff members of the ARAN group provide authorities with all necessary information in a complete, correct and timely manner.

11. Legislation to combat money laundering

ARAN Holding GmbH and its subsidiaries and associated companies only work with reputable business partners that do not use any illegal financial means. Staff members of the group have to comply with anti-money laundering legislation and must report any suspicion of money laundering to the management.

12. Donations

Donations in cash or in kind are subject to written approval from a member of the management board. Donations of more than EUR 1,000 per year are subject to approval from two members of the management board.

13. Consequences of a violation of the compliance guidelines

Staff members of ARAN Holding GmbH or its subsidiaries or associated companies who violate these Compliance Guidelines have to face consequences ranging from a disciplinary warning over termination of their employment to third-party claims for damages. Additionally, fines or prison sentences may be imposed if laws have been violated.

14. External Compliance Officer

Volker Schmied, lawyer, with offices in 23568 L├╝beck, Am Burgfeld 10, acts as external Compliance Officer.

Bad Schwartau, March 31, 2015