BUSINESS CONDUCT GUIDELINES FOR OFFICERS AND EMPLOYEES

These guidelines apply to all officers and employees of EURO-MIT STAAL B.V. (hereinafter called the“Company”)．Whenever used in this guideline, the expression “Employees” includes officers and corporate auditors, unless the context otherwise requires．

１．Compliance with the Law and Respect for Human Rights

• Employees should comply with all applicable laws and regulations, whether domestic or overseas, and should conduct themselves in an ethical and responsible manner in the communities in which they perform their duties for the Company．
• Employees should respect the cultures, customs and history of every country with which they are brought into contact while performing their duties for the Company．
• Employees should respect human rights and should not discriminate between persons based on reasons of race, creed, sex, social status, religion, nationality, age or bodily or mental disability.

2．Office Environment

• In order that Employees perform their duties for the Company to the best of their ability, it is important that they should respect one another and make every effort to ensure that the office is an open and comfortable environment in which to work．
• Employees should not disturb the sound discipline, environment and good order of the office by conduct, such as sexual harassment, which is contrary to public order and good moral standards．

３．Compliance with Antitrust Law, etc.

• Employees should not conduct themselves in their dealings with the Company’s competitors in a manner which results in an illegal restraint of trade, such as collusion in tender or collusion with a view to the fixing of price levels or levels of production or supply or the division of markets．
• Employees should not conduct unfair trade practices, such as boycott, resale price maintenance or payment of unjustified rebates．
• Employees should not unreasonably damage the interests of sub-contractors of the Company．

4．Conflicts of Interest between the Employee and the Company

• Employees should not participate in any activity or association which creates or appears to create a conflict between his or her personal interest and the Company’s business interest．
• Employees should not use the Company’s property, assets or information system for any purpose other than that of the Company’s business．
• Employees should not, without the prior consent of the Company，be engaged in any other occupation．

5 ．Gift and Favor

• Employees should not render public officials or persons in a similar position any economic favor such as money, gift or other favor in return for performance of their duties．
• Employees should not pay any agent, advisor or consultant any commission which they have reason to know will be used for influencing public officials or persons in a similar position in an unlawful manner．
• Employees should not render employees or officers of customers of the Company any economic favor such as money, gift or other favor, the value of which is greater than a generally accepted commercial level, nor should they receive such economic favor from employees or officers of customers of the Company．

６．Treatment of the Company’s Information

• Employees should hold any secret information of the Company as strictly confidential and should not divulge such information to any third party, nor should they use the same for any purpose other than that of the business of the Company．
• Employees should not infringe the intellectual property rights of any third party, including the copying of computer software, without express permission of such third party．
• Employees should timely disclose any information of the Company in accordance with any laws and regulations protecting the interests of investors including the rules of any relevant stock exchanges．
• If Employees become acquainted with any information of the Company or its customers which may materially influence the judgment of investors in the Company or in such customers, they should not sell or purchase any stock of the Company or stock of such customers unless and until such information becomes public and in any event Employees should comply with all relevant insider dealing laws．

７．Corporate fund and financial reporting

• Employees should not use the assets or funds of the Company for any unlawful purpose, nor should they establish or maintain undisclosed or unrecorded assets or funds．
• Employees should make accurate and timely accounting reports and should not make any false or misleading entries in the Company’s books and records．

８．Social Contribution

• Employees should make every effort to establish good relationships with all stakeholders of the Company with whom they have dealings while carrying out their duties for the Company and further should try, where possible, to make a positive contribution to the communities in which they perform such duties．

９．Protection of Environment

• Employees should comply with all laws and regulations concerning the protection of the environment and make every effort to be informed and aware of environmental issues concerning the Company and its business．
• All business undertaken by the Company should be conducted in accordance with the laws and regulations concerning the protection of the environment and every effort should be made to try to ensure, so far as reasonably possible, that the Company’s business does not cause damage to the environment, and the relevant Employees should always conduct an environmental assessment to ensure that this is the case．

10．Action against Antisocial Group

• In the situation where an antisocial group makes unreasonable demands on the Company, Employees should firmly refuse such demands and should not resort to an easy monetary settlement．

11．Report and Sanction

• If an Employee finds evidence of violation of these guidelines, he or she should inform the Administrative Division concerned, the Compliance Committee, a Compliance Officer or any other of his or her superiors．
• Employees should cooperate in any investigation of such alleged violation．If, as a result of the investigation, it becomes clear that there was a violation of the guidelines, sanctions will be imposed on the violator (and possibly on his or her superiors) in accordance with the regulations of the Company in force from time to time．
• The Compliance Committee and other persons concerned with the investigation of such alleged violation should make every effort to prevent such informant and other Employees who cooperate in such investigation from suffering any disadvantage．