1. Code of Conduct Statement
2. Basic Behavioral Requirements
3. Treatment of Business Partners and Third Parties
4. Avoiding Conflicts of Interest
5. Handling of Information
6. Environmental Protection, Safety, and Health
7. Supply Chain Security
8. Reporting and Compliance Procedures
9. Implementation and Controlling

In our company (Zentrum Mikroelektronik Dresden AG, its affiliates, and subsidiaries herein after referred to as "ZMDI" or "the Company"), integrity guides our conduct toward our shareholders, business partners, colleagues, and the general public. This basic statement constitutes the foundation of ZMDI’s Code of Conduct. Both our strategic considerations and our day-to-day business must always be based on high ethical and legal standards.
To a substantial degree, our Company's public image is determined by our actions and by the way each and every one of us presents and conducts himself or herself. We all share the responsibility for our Company meeting its corporate social responsibility worldwide.
The Code of Conduct is a set of globally binding rules applicable to every ZMDI employee, each member of the managing board of Zentrum Mikroelektronik Dresden AG, and each member of the board of directors or similar body of Zentrum Mikroelektronik Dresden AG Companies, i.e. companies where Zentrum Mikroelektronik Dresden AG owns directly or indirectly the majority of the voting rights (all together hereafter referred to as "ZMDI employees").
This Code of Conduct shall help us meet ethical and legal challenges in our day-to-day work. Any ZMDI employee who has questions and comments may contact his or her superior or other office designated for that purpose.

Thilo von Selchow (CEO)
Steffen Wollek (CFO)

Employee and Company Responsibilities

This Code of Conduct provides a guide for ZMDI employees in their business dealings on behalf of the Company and also imposes specific obligations on them as individuals. The Company will not tolerate any situation which creates even an appearance of wrongdoing or impropriety under this Code.

Behavior That Abides by the Law

Observance of the law and the legal system is a fundamental principle for our Company. Every ZMDI employee shall obey the laws and regulations of the legal systems within which he/she is acting. Violating the law must be forbidden under all circumstances. Regardless of the sanctions foreseen by the law, any ZMDI employee guilty of a violation will be liable to disciplinary consequences because of the violation of his/her employment duties.

Conventions and Recommendations of International Organizations

In addition to the laws and regulations in each country, there are a number of conventions and recommendations from international organizations. They are primarily addressed to member states and not directly to companies. Nonetheless, they are important guidelines for the conduct of multinational companies and their employees. ZMDI therefore emphasizes the importance of using one’s best efforts to comply with these guidelines. ZMDI shall endeavor to impose similar obligations on its suppliers and business partners.

Responsibility for ZMDI’s Corporate Image

To a substantial degree, ZMDI’s corporate image is determined by our actions and by the way each and every one of us presents and conducts himself/herself. Inappropriate behavior of even a single ZMDI employee can cause considerable damage to the Company. Therefore in all aspects of performing his/her job, every ZMDI employee must focus on maintaining the good reputation of and respect for the Company.

Mutual Respect, Honesty, and Integrity

We respect the personal dignity, privacy, and personal rights of every individual. We work together with women and men of various nationalities, cultures, religions, and races. We tolerate no discrimination and no harassment or offense, be it sexual or otherwise personal. We are reliable business partners; we are open and honest and stand by our responsibilities. These principles shall apply to both internal cooperation and conduct towards external partners.

Management, Responsibility, and Supervision

Every manager bears responsibility for the ZMDI employees entrusted to him/her. Every manager must earn their respect by exemplary personal behavior, performance, openness, and social competence. He/she shall set clear, ambitious, and realistic goals; lead by trust and confidence; and leave the ZMDI employees as much individual responsibility and leeway as possible.
The manager still remains responsible if he/she delegates particular tasks. In particular, the following managerial duties must be performed:
DUTY OF SELECTION: The manager must carefully select the ZMDI employees for their personal and professional qualifications. This obligation increases with the importance of the responsibilities to be entrusted to the ZMDI employee.
DUTY OF INSTRUCTION: The manager must formulate the employee’s responsibilities in a precise, complete, and binding manner, especially with a view to compliance with provisions of the law.
DUTY OF SUPERVISION AND MONITORING: The manager shall endeavor to prevent violation of the Code of Conduct within his/her area of responsibility and shall ensure that compliance with the Code of Conduct is monitored on a constant basis.

Fair Business Practices, Fair Competition, and Anti-Trust Legislation

Our Company’s reputation depends not only on our financial success, but also on how we treat the people we deal with every day in the conduct of our business. Every ZMDI employee must deal fairly with the Company’s customers, suppliers, competitors, business partners and the employees of each of these. No one should take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair-dealing practice.
The principle of integrity also applies to the battle for market shares. Every ZMDI employee is obligated to abide by the rules of fair competition and anti-trust legislation. Above all, ZMDI employees shall reject any talks with competitors in which prices or capacities are arranged and any express or implied agreement not to compete with a competitor.

Offering and Granting Advantages or Demanding and Accepting Advantages

No ZMDI employee may directly or indirectly offer or grant unjustified or inappropriate advantages or gifts to others in connection with business dealings, neither in monetary form nor as some other advantage. Gifts must not be made to public officials or other civil servants. No ZMDI employee may use his/her job title to demand, obtain, or be promised any advantages or gifts. Only occasional gifts of insignificant value may be accepted if offered.

Special Rules for Awarding Contracts

ZMDI is committed to bidding fairly and without prejudice; above all ZMDI is committed to bid without pursuing anyone’s personal interest and advantage and without unfair discrimination for or against any supplier in his or her competition for contracts.

 Donations

The principle of integrity also applies to any monetary or product donation. Therefore donations shall not be contributed to individuals or paid to private accounts. All donations must be transparent with regard to the recipient of the donation and the recipient's actual use thereof. Quasi-donations (grants which are intended to look like compensation for a particular performance) are prohibited.

The Company considers it important to prevent conflicts of interest or of loyalty for ZMDI employees in their professional activities. Therefore (i) sideline work, (ii) the use of corporate opportunities, and (iii) holding direct or indirect interests in a company listed or not listed on the stock exchange which competes in whole or in part with ZMDI are subject to regulation by ZMDI and if appropriate, subject to the prior written consent of ZMDI. The operation of a company which competes in whole or in part with Zentrum Mikroelektronik Dresden AG or any of its subsidiaries shall be prohibited.

Records and Reports

Open and effective cooperation requires accurate and truthful reporting. This applies to the relationship with investors, ZMDI employees, customers, and business partners, as well as to the relationship with the public and all governmental offices. All records and reports, whether produced for internal use or for external distribution, must be accurate and truthful. Data and other records must always be complete, correct, and appropriate according to proper bookkeeping principles in terms of time and system.

Confidentiality

Confidentiality must be maintained with regard to internal corporate matters that have not been made known to the public. This includes, but is not limited to, details concerning the Company's organization and equipment, as well as matters of business, manufacturing, research and development, and internal reporting figures. Confidentiality must also be maintained with respect to any confidential information of our customers and business. The obligation to maintain confidentiality shall extend beyond the termination of the employment relationship.

Data Protection and Data Security

Access to the Intranet and Internet, worldwide electronic information exchange and dialogue (e-mail), and electronic business dealings—crucial requirements for the effectiveness of each and every one of us and for the success of the business as a whole—are tied to risks in terms of personal privacy protection and data security. The behavior of each individual and effective foresight with regard to these risks, to privacy policy, and to electronic communications use policy are important parts of internet technology (IT) security management and the leadership function.
Personal data may only be collected, processed, or used as far as this is permitted by applicable law and necessary for pre-determined, clear, and legitimate purposes. High standards must be ensured with regard to data quality and technical protection against unauthorized access. The use of the data must be transparent for those concerned; and the rights of the latter must be safeguarded with regard to information, to accuracy, and, if applicable, to objection, blocking, and deletion.
In no case may any information be retrieved or transmitted that incites racial hatred, glorifies violence or other criminal acts, or contains material that is sexually offensive or offensive with respect to cultural background. No ZMDI employee shall be permitted to make records, databases, video and audio recordings, or reproductions without the consent of his/her superior unless this is directly related to company business.

Insider Trading Rules

ZMDI endeavors to prevent any unauthorized access to insider information. Insider information means any information that is not in public knowledge and that can be used to influence an investor's decision to purchase, sell, or keep a security. Insider information must not be transmitted without authorization to persons outside ZMDI (e.g. to journalists, financial analysts, customers, consultants, family members, or friends). Even within ZMDI, such information may only be transmitted if the recipient truly needs it in order to perform his/her job. Any person having insider information with regard to ZMD AG or some other company is not allowed to deal in these companies' securities, whether listed on the stock exchange or in free trade.

Environment Protection and Product Safety

We are dedicated to the protection of the environment. For ZMDI, environmental protection is an ongoing process of continuous optimization of our environmental management system according to ISO 14001. Already at the product development stage, environmentally friendly design, technical safety, and health protection must be fixed targets.
All products, equipment, materials purchased, plants installed, and services rendered by our subcontractors and suppliers must fulfill our environmental protection requirements.

Work Safety

We are committed to providing a safe and healthy working environment. Consequently, we aim to minimize all risks and hazards in all our workplaces in order to protect the health and well-being of ZMDI employees, contractors, and visitors. In this regard, we have adopted comprehensive safety and health standards including environmental protection, occupational safety, fire prevention, and health care, which are subject to continuous learning and subsequent improvements.

ZMDI’s executive management is committed to ensuring that supply chain security procedures are adopted by all of its subsidiaries, suppliers and service providers worldwide. All ZMDI subsidiaries must develop and implement a sound security plan that addresses terrorist risks in the international supply chain and crisis management. Executive management reviews these plans to ensure their completeness and implementation.
ZMDI’s management has integrated supply chain security into its business processes, practices, policies, and procedures. ZMDI considers security to be part of its "continuous improvement" business philosophy.
The responsibility for export and supply chain security is assigned to the CEO of ZMDI.

Any ZMDI employee may at any time address his/her supervisor, the Human Resources Manager, or an other person/unit designated for this purpose with a business or personal problem or complaint or may indicate circumstances that point to a violation of the Code of Conduct Guidelines. The matter will be investigated thoroughly and the corresponding measures will be implemented if appropriate. All documentation will be kept confidential. No violation of any kind will be tolerated.

The management of Zentrum Mikroelektronik Dresden AG, and its subsidiaries shall actively support the widespread distribution of the Code of Conduct and its ongoing implementation and therefore appoints Compliance Officers. Compliance with the law and observance of the Code of Conduct shall be monitored worldwide in all ZMDI companies on a regular basis. This shall be done in accordance with the applicable national procedures and legal provisions.