CODE OF ETHICS

eco.lyreco.com

CODE OF ETHICS

2 CODE OF ETHICS

Over the last years, our company has experienced fantastic growth, in terms of sales, number of employees and the markets in which we operate. This growth has been shaped around our core values

These values will continue to be the fundamentals on which we want to build our future. Our objective will remain the strengthening of the group, we are focused on profitable growth but it is important that every Lyreco employee understands how we want to achieve this success.

In a rapidly changing environment and in an ever-growing business, it is time to complement our values through a document defining and clarifying the way we want our people to do business. We have formalised the ethical principles that we want to see applied in our company. Lyreco will never accept illegal and unethical practices in its organisation. We believe that the principles documented in the “Lyreco Code of Ethics” will further strengthen our ability to grow success-fully.

It is important to state that ethical prin-ciples are the responsibility of each em-ployee in the company. We have to follow and to apply these rules during our daily operations and contacts with third par-ties. We expect each employee to know the principles included in the “Lyreco Code of Ethics” and to apply them and we also expect every manager to pro-mote our code of ethics.

If you have questions about our ethical principles or concerns about the conduct of some employees in the company, you have the obligation to discuss them with your management or with the Human

Resources department. You can also if you wish, communicate your concern ano-nymously via the internet address raiseyourconcern@lyreco.com. We guarantee strict confidentiality for any staff member reporting concerns through this mail address.

We expect each employee to adhere to these principles and to reinforce the repu-tation of Lyreco as a trusted and respectful company in the Business community.

Steve Law CEO

3CODE OF ETHICS

CONTENTLyreco Code of EthicsWho must follow the Lyreco Code of Ethics? ....................................................... 4

What is expected from employees? ...................................................................... 5

What is expected from managers and directors? ................................................. 5

Integrity concernsRaise your concern ............................................................................................... 6

How do I report a concern .................................................................................... 7

Sanctions ............................................................................................................... 7

General Business EthicsHierarchy of Lyreco principles ............................................................................... 8

Complying with laws and regulations .................................................................... 8

Corporate citizenship ............................................................................................ 9

Relationships with Business PartnersWorking with Customers ..................................................................................... 10

Working with Suppliers ........................................................................................ 11

Working with Governments ................................................................................. 12

Fair competition .................................................................................................. 12

Improper business dealings ................................................................................ 13

Commitments towards employeesHealth and safety ................................................................................................ 14

Diversity ............................................................................................................... 14

Behaviour in the work place ................................................................................ 14

Representing the Company ................................................................................. 15

Conflicts of interest ............................................................................................. 15

Substance abuse ................................................................................................. 15

Privacy and confidentiality ....................................................................... 16

Accuracy of company’s financial records .......................................... 17

Use of company resources ...................................................................... 18

Code of Ethics

4 CODE OF ETHICS

LYRECO CODE OF ETHICS

The Lyreco Code of Ethics des-cribes the standards expected from each Lyreco employee and manager in the course of their business life with Lyreco:

• in their relationships with custo-mers and suppliers

• in their relationship with their colleagues

• in their behaviour towards pro-moting the company ‘s best inte-rest

All employees are expected to operate within the law and the code of ethics.

The code of ethics provides a non-exclusive summary of specific issues that give rise to business conduct considerations.

Managers and employees will be asked to acknowledge the awa-reness of The Code of Ethics and to raise concerns about possible violations of law or Lyreco policies.

All company employees world-wide, including all managers and directors.

No one at any level of the Com-pany has the authority to require or permit any employee to violate any of the standards contained in the Lyreco Code of Ethics.

As used in this document, “Sub-sidiary” means entities in which Lyreco owns directly or indirectly 50% or more of the voting rights. Lyreco will encourage affiliated

companies (below 50% of voting rights) and partners to adopt the standards defined in the Lyreco Code of Ethics.

In our business dealings, we ex-pect our business partners to adhere to principles consistent with the Lyreco Code of Ethics.

Any subcontractor representing Lyreco will be requested to comply with the standards and provide the necessary education and informa-tion to its staff.

WHO MUST FOLLOW THE LYRECO CODE OF ETHICS?

5CODE OF ETHICS

LYRECO CODE OF ETHICS

• To read and to understand the Lyreco policies. Lyreco expects its employees to know the values expected from them

• To make sure you gain a detailed knowledge of our policies and procedures

• To seek help and assistance from your manager to understand more if needed

• To promptly report any concerns about any violation of Lyreco policies

• To cooperate with any investiga-tion related to a violation of Lyreco policies

Managers must comply with and promote the Lyreco ethical culture, but also comply with the law, poli-cies and procedures for them-selves and their subordinates:

A Manager’s role encompasses additional responsibilities

• Set example of ethical conduct

• Inform and educate those repor-ting to them

• Be proactive in the compliance with the laws and Lyreco Code of Ethics

• Detect and investigate any repor-ted violations of laws or Lyreco Code of Ethics

• Ensure that any employee can report a suspected violation of law or Lyreco Code of Ethics without fear of retaliation

• Take prompt correc-tive action to fix iden-tified compliance weaknesses

WHAT IS EXPECTED FROM EMPLOYEES?

WHAT IS EXPECTED FROM MANAGERS AND DIRECTORS?

6 CODE OF ETHICS

INTEGRITY(ETHICAL) CONCERN

RAISE YOUR CONCERN We expect all employees to raise any integrity concern. This principle aims at pro-tecting Lyreco, its employees and its stakeholders. As an employee, you have the responsibility to communicate and inform about any alleged illegal activity or Lyreco Code of Ethics violation.

LYRECO GUARANTEES:Confidentiality: The identity of the employee reporting a violation is strictly protec-ted and will only be communicated on a need to know basis. You can also, if you prefer, communicate with the Group on an anonymous basis.

No retaliation: Lyreco does not tolerate any retaliation or intimidation against an employee raising an integrity concern. Respect for the individual is a fundamental Lyreco Value underlying all of our actions.

7CODE OF ETHICS

HOW DO I REPORT A CONCERN?Reporting an integrity concern in connection with the application of laws or the Lyreco Code of Ethics can be done by contacting any of the persons below:

• Your manager • Your QSE manager

• Your HR director • Your Finance director

• Your Managing director • Any member of the Group Board

As mentioned above, you can also report anonymously to the Lyreco Committee by sending a mail from the Lyreco internet sites or from intranet code of ethics pages, using raiseyourconcern@lyreco.com. This address can also be used from outside the company.

SANCTIONSViolating the law and/or the Lyreco Code of Ethics, withholding information about someone violating the law and/or the Lyreco Code of Ethics, intimida-ting or threatening of retaliation against someone reporting an integrity concern can lead to disciplinary actions inclu-ding termination of your contract.

Lyreco reserves its right to use legal action to claim damages in compen-sation of a violation of the law and/or the Lyreco Code of Ethics. Violating the law exposes you to legal actions, fines, including potential prison terms. The Company may not be willing to help you or to represent you in court.

8 CODE OF ETHICS

The Lyreco Code of Ethics

Define the standards expected from each Lyreco employee, manager and director in

the course of its business life at Lyreco

The Lyreco Procedures, Guides and Best Practices

Procedures and instructions defining the internal environmental controls. Guides and

Best practices to apply the Lyreco Core Model.

The Mission Statement and The Lyreco Values

HIERARCHY OF LYRECO PRINCIPLES

COMPLYING WITH LAWS AND REGULATIONSLyreco operates in a large number of countries, with very different cultures and legal systems. As a general basic principle, Lyreco employees must obey all applicable laws and regulations. Nobody in the company is authorised to violate the laws.

We expect our managers to understand the legal frame in which they are working. If in doubt over the correct interpretation or the consequences of laws and regula-tions, one should seek professional advice before acting.

In case of litigations and law suits, managers should report the conflict to their Finance director or directly to the Group legal manager.

Lyreco has developed procedures and instructions in order to reinforce the internal controls in our working environment. Internal audits are carried-out on a regular basis. Procedures and standards are improved and modified accordingly.

9CODE OF ETHICS

GENERALBUSINESS ETHICS

Environment

Lyreco takes its responsibility to the community at large extremely seriously. In 2004, Lyreco signed the Global Com-pact initiative from the United Nations to promote sustainable development in the area of human rights, labour, envi-ronment and anti-corruption. It encou-rages our stakeholders to join this ini-tiative.

All our employees have been informed about the Global Compact initiative and its objectives and we actively continue to promote environmental and social development.

Political activities

Lyreco respects its employees’ right to participate as individuals in political activities as long as they make sure that they do not appear to represent the company. Employees participa-ting in their individual capacity, are not allowed to use company assets and equipment. (phone, fax, mail, E-mail, company computer…)

Lyreco as an organisation does not support any political party and does not participate in political activities. Lyreco and Lyreco subsidiaries will not make payments or donations, in money or in kind, to political parties, political organi-zations or individual politicians.

Right to organise

The company values its employees as a key resource and their opinion matters. The Company, on a regular basis, conducts opinion surveys with its work-force to understand how to improve its relationship and management.

Lyreco wants to have a representation of its employees with whom internal mat-ters can be shared and discussed. This representation can be channelled through labour unions or through personal representation.

Lyreco respects (within the frame of local laws and regulation) the right of its employees to be represented by labour unions or other organisations.

Lyreco communities

In line with its corporate values, Lyreco aims to enhance its social and charity initiatives. Lyreco has created “Lyreco for Education”. This program aims at promoting children’s education in developing countries.

CORPORATE CITIZENSHIP

10 CODE OF ETHICS

RELATIONSHIPSWITH BUSINESS PARTNERS

Lyreco expects all its employees to adopt a conduct of honesty and integrity with its business partners.

The customer is at the centre of Lyreco values.

Our objective is to develop a long standing relationship with our custo-mers. In all dealings with customers, we expect our sales representatives and account managers to behave with the highest level of respect for the customer and its employees.

Lyreco will ensure the application of the terms of our contracts. Lyreco sales staff will ensure that customers are informed of any promotions or commercial actions that it could benefit from.

Lyreco staff will avoid developing personal relationships with customer that could put them into a position of conflict of interest.

Lyreco sales staff when passing an order for the customer will always make sure that the customer is in agreement with the order and make sure that the order is passed with the best interest of the customer and the company.

The sales representatives, customer service operators and the delivery staffs have to respond to our customer needs and make sure that we improve constantly the quality of our services.

WORKING WITH CUSTOMERS

11CODE OF ETHICS

Lyreco’s relationship with suppliers is based on legality, efficiency and transpa-rency. Lyreco will strive for a mutually beneficial relationship.

Lyreco will favour tendering processes for supplier selection in order to maximize the transparency in the selection process. Suppliers are assessed for their product quality, services and pricing. Lyreco will treat the existing supplier fairly. Under no circumstances, will supplier selection reflect personal interest or friendly rela-tionships.

Lyreco will ensure an honest and transparent feedback to failed bids. Information given by suppliers will remain confidential under all circumstances and will not be shared with competition.

Lyreco will ensure the application of the terms negotiated and will pay according to the negotiated terms (providing that the supplier performs according to the terms of the contract).

Lyreco expects its suppliers to comply with the laws especially in terms of fair treatment of its work force, to prohibit child labour, to ensure health and

safety in the work environment and to protect environmental quality. Suppliers are expected to adhere to principles consistent with those in the Lyreco Code

of Ethics.

WORKING WITH SUPPLIERS

RELATIONSHIPSWITH BUSINESS PARTNERS

12 CODE OF ETHICS

WORKING WITH GOVERNMENTS Lyreco conducts business with governments, state-owned companies or ins-titutions, schools, universities and hospitals. Lyreco employees must apply the highest ethical standards to any relationship or transaction with government officials, strictly comply with any specific laws and regulations applicable to these markets.

FAIR COMPETITIONLyreco respects all the business community including its competitors. Our objec-tive is to grow our business but this growth will not be done at the expense of the company integrity.

Lyreco will not adopt a position that will create unfair disadvantage to its compe-titors. Nor will Lyreco accept agreements or arrangements that would unfairly limit the competition.

Lyreco employees are not allowed to discuss or exchange confidential informa-tion with anyone and especially not competitors. Employees receiving confidential information belonging to a competitor should report to management promptly.

13CODE OF ETHICS

Bribery

Lyreco will not accept any bribe (cash payments, advantages in kind…) from customers, suppliers or any parties in order to obtain or to facilitate a business opportunity. Lyreco will not engage in any form of bribery in order to gain bu-siness opportunities. Lyreco expects its employees to obey to the same principle. Any kind of personal advantage obtai-ned by a Lyreco employee (cash, loans, employment of a family member…) is absolutely not acceptable and will be considered as bribery and can expose Lyreco to legal prosecution. Employees accepting bribes expose themselves to legal prosecution.

Gifts and entertainments

Employees during the course of their activity should not accept any gift (ex-cept for nominal values) or invitations to sport or cultural events. Gifts given to employees have to be transferred to the Human Resource department. Bu-siness partners have to be informed of the Lyreco standards.

Note: “Nominal value” denotes an item of relatively low value that is unlikely to be perceived as improperly influencing the recipient, such as a logo cap

Business meals are acceptable in the normal course of business, provided that they remain reasonable, business oriented and very occasional. Hosting a dinner with a customer has to be done in moderately priced restaurants. Excess drinking is strongly forbidden. Lyreco employees must show profes-sionalism in their attitude and behaviour at all times.

Lyreco does not authorize employees to invite customers to inappropriate adult entertainment bars or restaurants. These entertainment places are not in

line with the standards of the Company. No expenses for such entertainment can be raised, nor paid.

Staffs meals

Managers may organise meals with their employees on an exceptional basis. This is an acceptable practice if it remains occasional and reasonable. The em-ployee of the highest in rank will always take the bill and raise the expense. However this should not be a prac-tice and employees going together for meals are expected to pay for their own lunch or dinner.

Samples

Suppliers will give samples for “testing” new products. Sample testing is part of the normal business practice. It should however remain limited and the Marke-ting department should be made aware. All excess samples have to be sent to product managers. Under no circums-tances should samples or gifts be sold by employees for their own benefit.

IMPROPER BUSINESS DEALINGS

14 CODE OF ETHICS

COMMITMENTSTOWARDSEMPLOYEES

HEALTH AND SAFETYLyreco is continuously working at providing a safe and healthy working environ-ment, to prevent workplace injuries. Employees are expected to behave in a safe and proper manner and to comply with rules on health and safety at work. Lyreco does not tolerate by-passing health and safety procedures.

Employees are required to report any incident and/or broken equipment and/or machinery which could create a health and safety hazard. Failure to report exposes the employee to disciplinary action.

DIVERSITYLyreco believes in the value of diversity to enrich our work environment and expe-riences. Employment decisions, promotions or training programmes are based on qualifications, ability, work experience and work quality. Under no circumstances will such decisions be made on gender, age, disability, race, colour, sexual orienta-tion, religious belief, culture or nation of origins.

Any discrimination based on gender, age, disability, race, colour, sexual orienta-tion, religious belief, culture or nation of origins should be reported as a violation of the Lyreco Code of Ethics. Lyreco will work with its business partners to develop the fair employment practices.

BEHAVIOUR AT WORKLyreco will not permit any harassment (sexual or otherwise) against a colleague, an employee, a customer or a supplier. Harassment is an infringement to the fun-damental right of human dignity; Lyreco has decided to adopt a “zero tolerance” policy in this respect. Harassment can take many forms including (for example but not limitative) unwanted sexual propositions or comments, ethnics, racial or sexual jokes as well as unwanted body contacts.

Employees are expected to support Lyreco’s zero tolerance policy and to report any unacceptable behaviour quickly in the work place.

15CODE OF ETHICS

REPRESENTING THE COMPANYWhen representing the company, employees should always act in the Company’s best interest. Employees should always demonstrate a professional attitude.

Employees are not authorized to speak or write on behalf of Lyreco except if previously validated by the Managing director at least. Employees speaking on behalf of the company should make sure that there is no confusion between their personal view and the company’s point of view.

CONFLICT OF INTERESTEmployees should not be, at work or during their free time, in a situation conflicting with the interest of Lyreco. A conflict of interest exists when the employee personal interest and Lyreco’s best interest are different.

All employees are expected to act in the best interest of Lyreco.

Employees are not allowed to have interests in (directly or indirectly), or rela-tionships with any organisation or individual that may affect his/her objectivity and independence in the decision that he/she would need to take in the normal course of their activity at Lyreco.

When an employee has a romantic relationship with another employee reporting directly or indirectly to her/him, she/he will be considered in a conflict of interest position. The same rule applies if the romantic relationship exists with a customer or a supplier dealing directly with the employee.

If faced with a conflict of interest concern, employees should inform promptly their manager and refrain from participating in any decision where her/his judgment can be questioned.

SUBSTANCE ABUSELyreco does not tolerate the use of drugs and does not accept the use of alcohol during the course of duty, in a way that can jeopardise the safety and Lyreco’s reputation.

Driving under the influence of alcohol or drugs vio-lates the law and exposes you to legal actions, fines, prison terms. The com-pany may not be willing to help you or to represent you in court. When delive-ring products or driving for the company, employees are expected to be free of alcohol or drugs.

16 CODE OF ETHICS

Employees have a duty to take the necessary steps to protect the confidentiality of any information acquired in the course of their employment.

Employees must ensure that information is not disclosed accidentally, for example discussions in public places, sharing sensitive information with friends or family, displaying information on computer screens in public places or leaving documen-tation lying around. Confidential information should only be disclosed to people with a legitimate need to know.Note: “confidential information” means all non public information.

Lyreco also expects that departing employees will return all confidential documen-tation and will not disclose anything, either relating to Lyreco or any other party, once they have left the company. Similarly, Lyreco will not disclose a previous employee’s confidential information.

Lyreco will, within the legal requirements, delete certain customers or suppliers information if so requested by them.

ACCURACY OF COMPANY’SFINANCIAL RECORDS

Lyreco is committed to handling sensitive information concer-ning our business partners, employees and other individuals responsibly.

PRIVACY ANDCONFIDENTIALITY

17CODE OF ETHICS

Every Lyreco employee has the duty to make sure that its ac-tions are correctly and comple-

tely reflected in the financial statements

and that any wrong

doing is promptly reported.

Lyreco will never accept fake transac-

tions or misreporting from employees to achieve goals or budget targets. These actions will be consi-dered as fraudulent and the company will apply a zero tole-rance policy in this regard.

Employees settling arrange-ments with customers, suppliers or colleagues, in breach of exis-ting procedures, in order to meet

individual or collective targets should be promptly reported to

management.

Any accounting or presentation of wrong information is fraudulent:

Examples:

• Reporting an inaccurate number of customer visits made daily by a sales representative

• Spreading costs over various months in the books, because the budget has been overspent

• Delaying the input of goods receipts to achieve inventory level objectives

All these practices are considered as a manipulation of the company’s records and are potentially liable to prosecu-tion. Lyreco expects all its employees to help external and internal auditors in their control duties.

Employees and managers have to comply with internal procedures for the validation of expenses, capital expendi-tures and cash transfers.

ACCURACY OF COMPANY’SFINANCIAL RECORDS

PRIVACY ANDCONFIDENTIALITY

Financial records are essential to evaluate the performance of a business. The accuracy of these records ensures the hones-ty and the legality of the measure of our performance.

18 CODE OF ETHICS

USE OFCOMPANY RESOURCES

The assets and resources of the company are used by the employees to develop the Group and to achieve our business objectives. Misusing or wasting the company resources is considered as a fault. Employees should not use the company assets for their personal advantage or friends per-sonal advantages.

Only on an exceptional base can the use of company equipment (phone, fax, computers…) be accepted.

Examples:

• The use of company delivery vehicles outside working hours or for personal dealings is not ac-ceptable

• Employees using company supplies for their home usage without a valid business purpose is not acceptable

19CODE OF ETHICS

Rue du 19 mars 1962 59770 Marly - FRANCE

Tel: +33 (0) 3 27 23 64 00 Fax: +33 (0) 3 27 45 17 97

eco.lyreco.com contact: raiseyourconcern@lyreco.com