Code of Business Conduct

• Preamble
• Art. 1 Realisation of the principles of entrepreneurial action
• Art. 2 Data protection and data security
• Art. 3 Finance, customs, trade and export control
• Art. 4 Corruption, extortion, bribery and conflicts of interest
• Art. 5 Fair competition and antitrust law
• Art. 6 Labour conditions and human rights
• Art. 7 Intellectual Property
• Art. 8 Environmental protection
• Art. 9 Final provisions

Preamble

To promote the competitiveness of our customers is the declared goal of PROFIROLL TECHNOLOGIES GmbH (from now on called PROFIROLL). In order to meet this goal, we are developing the company into the worldwide supplier and service provider of machines, tools and processes for industrial production by means of forming technologies of metallic materials.

Our claim is reflected in the PROFIROLL brand promise: "PROFIROLL" - "Professional Profiling of Workpieces" reliably and energetically takes care of its customers and paves the way for their personal success with first-class, safe and future-oriented solutions. An essential prerequisite for keeping this promise, but also for averting damage to the company, is compliance with the legal provisions and the supplementary binding internal regulations.

Our Code of Business Conduct summarises the fundamental value concept of the company; all other internal guidelines must be in line with it. The list of supplementary guidelines is attached to this Code of Business Conduct.

PROFIROLL is committed to acting in accordance with the law without any restrictions. We expect all employees to conduct themselves at all times in accordance with the applicable legal provisions and the binding internal guidelines as well as the provisions of the employment contract.

Where the term "employees" is used in this Code of Business Conduct, this refers to all persons working for PROFIROLL, including management, executives and other managers. All employees are informed about the binding nature of internal guidelines; the intranet is an essential tool for this purpose.

PROFIROLL shall work towards ensuring that the rules of this Code of Business Conduct are also applied in its participations (subsidiaries), insofar as this is appropriate to the size and complexity of the respective companies. In the case of foreign holdings, national law must also be observed in each case.

PROFIROLL also expects legally compliant behaviour from its business partners.

Art. 1 Realisation of the principles of entrepreneurial action

1. As a technology provider, PROFIROLL supports the professional interests of its customers in a special way and respects their rights. In their entrepreneurial actions, all employees observe the promotion mandate according to the law and the Articles of Association. It is essential for the company's business operations that the professional secrecy of its members be maintained in accordance with the applicable regulations.
2. For PROFIROLL and its employees, sustainability is a guiding principle for all entrepreneurial activity. PROFIROLL understands sustainability as the balance between the three dimensions of economy, ecology and social issues.
3. PROFIROLL is committed to good and responsible corporate governance and is guided by the code of values of the shareholder and family entrepreneur Dr. Helmut Rothenberger.

Art. 2 Data protection and data security

1. For PROFIROLL as an industrial service provider in the broadest sense, data security and data protection with regard to INDUSTRIE 4.0 have top priority and are of fundamental importance. PROFIROLL stands for the highest possible standards in this area. This applies in particular to personal data, but also to business data. All employees have a special responsibility in this context.
2. All employees maintain the strict confidentiality of customer data, especially order data.
3. PROFIROLL requires all business partners to comply with data protection and data security obligations and to maintain confidentiality.
4. Our high standards of data protection and data security must preserve the dignity of the people who work with us and protect the property rights of our customers.

Art. 3 Finance, customs, trade and export control

1. The relevant statutory regulations and generally applicable standards for bookkeeping and accounting (in particular Principles of proper accounting) as well as for financial transactions (in particular the dual control principle) shall be complied with. All employees safeguard the financial substance of the company by observing the internal competence and signature regulations.
2. PROFIROLL is committed to compliance with tax regulations and expects all employees to conduct themselves at all times in accordance with the applicable tax regulations and binding internal guidelines.
3. PROFIROLL discloses information about the company's business activities, structure, financial situation and performance in accordance with the relevant regulations and standard industry practices. Falsification of records and misrepresentation of conditions and practices in the supply chain are unacceptable.
4. Transactions with related parties are conducted at arm's length; the relevant internal regulations are complied with.
5. PROFIROLL takes all necessary measures to prevent money laundering and the financing of terrorism within its sphere of influence and to comply with embargo regulations.
6. PROFIROLL operates in compliance with the criteria for export controls and in observance of existing economic sanctions in order to ensure secure trade. Every employee refuses to act outside these regulations.

Art. 4 Corruption, extortion, bribery and conflicts of interest

1. PROFIROLL opposes all forms of bribery and corruption. No employee of PROFIROLL may offer, promise or accept payments, gifts, favours, other advantages or other benefits of value in dealings with customers, suppliers, other and potential business partners, public officials or politicians in order to obtain or maintain a business relationship, a business transaction or other advantages - whether business or private. Extreme restraint is required when giving and accepting gifts, favours and other benefits, such as invitations. The framework of customary and appropriate regional business practice must not be exceeded under any circumstances. Therefore, only symbolic occasional or promotional gifts of low value are permitted. Invitations and hospitality must be directly related to a permissible business occasion. They must also under no circumstances exceed the scope of customary and appropriate business practice.
2. Each employee shares responsibility if he or she has knowledge of corrupt behaviour and does not report it. The confidential whistleblowing system is available for such reports. Employees do not suffer any disadvantages as a result of reporting. Incidents should be reported without fear of retaliation or discrimination.  Reports must always be treated confidentially and, if necessary, anonymously. 
3. In business matters, the private interests of employees and the interests of PROFIROLL must be strictly separated. The appearance of a personal conflict of interest must also be avoided. In business matters, employees must always act in the interests of PROFIROLL. Personal relationships or interests of employees must not influence business activities. PROFIROLL requires its employees to consistently avoid situations that could lead to a conflict of interest.
4. Secondary activities are only permitted to employees with the prior consent of PROFIROLL. The same applies to participation or secondary employment of employees with companies that compete with PROFIROLL and participation in or secondary employment with suppliers and customers. Employees may not exploit for their own benefit any business opportunities that arise for them on the occasion of their work for PROFIROLL.

Art. 5 Fair competition and antitrust law

1. PROFIROLL is committed to the principles of free and fair competition. PROFIROLL's business policy and prices are always determined independently and are never formally or informally coordinated with competitors or third parties. Therefore, agreements between market participants on the division of territories or customers, agreements with competitors on prices and price components, supply relationships and their conditions, sales quotas, capacities, market shares and agreements among themselves on the offer behaviour towards customers are inadmissible. The confidential exchange of market and company information between competing market participants in order to influence market events is also not permitted. PROFIROLL's market position may not be exploited for the purpose of unlawful discrimination against other market participants, e.g. price discrimination, supply with products not requested or refusal to supply.
2. All employees who have contact with the company's customers, suppliers or competitors in the course of their duties must be familiar with the locally applicable rules of competition law. Business conduct that can be regarded as unfair competition must be refrained from. In particular, the targeted obstruction of competitors, the improper influencing of customers and untrue statements about products, product characteristics and product prices are not permitted.

Art. 6 Working conditions and human rights

1. PROFIROLL respects internationally recognised human rights and rejects inhumane practices such as forced labour, child labour, modern slavery and human trafficking. PROFIROLL does not cooperate with companies and institutions that use or permit such practices. PROFIROLL expects our suppliers to comply with internationally applicable social standards.
2. The diversity of people and their talents is a strength of the company. PROFIROLL promotes employees according to their individual possibilities. The needs of the severely disabled are given special consideration. Staffing decisions are made according to objective criteria.
3. A collegial corporate culture is a prerequisite for entrepreneurial success. Managers work together with their employees in a spirit of trust. Discrimination on the grounds of race, ethnic origin, gender, religion or ideology, disability, age or sexual identity as well as harassment will not be tolerated.
4. PROFIROLL respects the freedom of association of employees and the right to representation.
5. PROFIROLL is committed to ensuring that remuneration, benefits, working hours and holidays comply with legal requirements regarding minimum wages, overtime and mandatory social benefits.
6. Every employee is expected to respect human rights in their area of responsibility.

Art. 7 Intellectual property

1. The trademarks, registered designs, patents, utility models, other industrial property rights, trade names, trade and business secrets, confidential information, manufacturing processes, know-how, product developments and innovations, ideas and concepts for manufacturing and production, designs, customer relations and business and marketing plans, databases, data records, price calculations and remuneration information are the intellectual property of PROFIROLL. They form the basis for long-term business success.
2. Every employee has the duty to protect this intellectual property from imitation and adoption to the best of his or her ability, to keep confidential operational information secret at all times and to protect it from disclosure and unauthorised access by third parties. This obligation shall continue to apply after termination of the employment relationship.
3. Every employee must respect the intellectual property rights of third parties and, in case of doubt, consult experts to clarify the situation. Theft of intellectual property (plagiarism) is strictly prohibited.

Art. 8 Environmental protection

1. PROFIROLL undertakes to keep the burden on the environment as low as possible by using natural resources carefully and sparingly so that residues and waste are minimised.
2. PROFIROLL attaches great importance to high air and water quality and tries to reduce or, at best, avoid greenhouse gas emissions and waste water by using the best possible technology and improving production concepts.
3. PROFIROLL observes the existing environmental laws and regulations and expects the same from all employees and business partners.

Art. 9 Final provisions

1. Every employee has the right to inform his or her manager of possible violations of laws or binding internal guidelines within the company, including this Code of Business Conduct. If PROFIROLL also provides a whistleblower system, misconduct or the occurrence of damage can also be reported to our whistleblower system outside the existing reporting channels by naming the whistleblower or, if applicable, anonymously, without the whistleblower suffering any disadvantage as a result. In doing so, the rights of the person concerned are safeguarded.
2. Any violations of this Code of Business Conduct that are identified will be appropriately sanctioned; the rights of employee representatives will be respected. They may also result in criminal charges, external investigations and civil proceedings. PROFIROLL will cooperate with the relevant governmental authorities in accordance with applicable laws.
3. The management may amend and supplement this Code of Business Conduct. The current version is published on the intranet and on the PROFIROLL website.
4. Every employee must be informed of this Code of Business Conduct once a year. The previous occupational health and safety instructions are to be expanded accordingly.
5. The management and the Compliance Team monitor compliance with this Code of Business Conduct. In case of doubt about the application, interpretation and reporting of violations, all employees can contact their manager or our whistleblowing system at profiroll.rexx-hr.com/whistleblowing at any time.
6. It is also possible for persons outside PROFIROLL to report violations and deviations from the PROFIROLL Code of Business Conduct to our whistleblower system.