Code of Conduct

1. Purpose

The purpose of this document is to state the requirements for personal conduct and business practice in StrongPoint ASA, our subsidiaries and entities under our control (“StrongPoint”, “Company” or “Group”).

StrongPoint expects openness, honesty and integrity – both within the Group and in our dealings with all stakeholders. StrongPoint’s Code of Conduct applies to directors, employees, hired personnel and others acting on behalf of the Group.

Everyone has a responsibility to set high ethical standards in their work both internally and with customers, thereby creating and maintaining the best possible confidence in our company.
Even the mildest degree of dishonesty invites to reduced judgement. A good reputation for responsible, honest and fair business practices is in itself invaluable to the company’s success. It is important that our employees not only understand how important it is that we reach our goals, but also that it is of utmost importance that the results are obtained in a responsible manner. All employees are encouraged to inform the management of its activities, record all transactions fully and correctly, and to be honest, and accommodating to the company’s internal and external auditors. The company expects all employees to make management aware of possible violation of government laws and regulations and internal policies.
Wide confidence and credibility is essential if we are to achieve our business objectives. We will achieve this by creating and maintaining a culture based on high ethical standards and responsible behaviour in society.

Both managers and employees have a special responsibility to ensure that established laws and regulations are complied with and that the company acts in accordance with the general expectations of society. StrongPoint will comply with all applicable laws and regulations and act in an ethical and socially responsible manner. In the event that there are differences between such laws and regulations and the standards set out in the Code of Conduct, the highest standards consistent with applicable local laws shall be applied. In companies where StrongPoint has controlling interest the principles laid down in this Code of Conduct shall be complied with. In companies where StrongPoint has non-controlling interest StrongPoint shall promote codes of conduct which provides similar level of protection as StrongPoint’s own Code.

2. Relations within StrongPoint

StrongPoint will conduct its business in a manner designed to protect the interests of its employees including their health and safety. Likewise, the employees, including directors, should actively protect and promote the business objectives and interests of StrongPoint. The Company expects the employees to exercise the highest standards of professional integrity.

2.1. Working environment

StrongPoint aims to provide a workplace with a good working environment. The Group is implementing measures to promote the employees’ professional development, prevent illness and accidents, and improve the overall work environment. All employees in the Group shall have standardized employment contracts.

StrongPoint expects all individuals who act on behalf of the company to treat its employees, external contacts and counterparties with professionalism, courtesy and respect. StrongPoint shall be a stimulating workplace with an inclusive working environment.

The Company prohibits discrimination against any employee on the basis of age, gender, sexual orientation, disability, race, nationality, political opinions, religion or ethnic background, or any other basis prohibited by law. The Company does not tolerate harassment or degrading treatments in any form by or towards employees.

2.2. Safeguarding of property and assets

StrongPoint ‘s property and assets must be safeguarded in an appropriate manner. The Company’s assets are only to be used for legitimate business purposes and only by authorized employees or their designees. This applies to tangible assets, e.g. buildings, vehicles and equipment, and intangible assets such as intellectual property and confidential information. Employees have a responsibility to protect the Company’s assets from theft and loss, and any theft, waste or misuse of company assets, and employees are encurraged to report this to their superior, or the Group’s Audit Commite. The employee’s use of IT systems and internet services in particular, must be governed by the needs of the business and not by personal interests. Information produced and stored on StrongPoint’s IT systems is regarded as the property of the Company, and the employee should maintain electronic files and archives in an orderly manner. Private use is only permitted to a limited extent, and information that may be considered illegal or inappropriate must under no circumstances be processed or downloaded.

2.3. Communication

StrongPoint’s internal and external communication activities are restricted to ensure that the financial and operational status is presented in a reliable and a correct manner to relevant recipients and that corporate brand and reputation are managed properly. In order to achieve this, only certain designated employees may discuss the Company with the media, financial analysts and investors. All inquiries from media, regulatory authorities or government representatives, as well as general inquiries about the Company, should be referred to the Group CEO. Inquiries from financial analysts or investors should be referred to the Group CFO.

2.4. Company interest, conflict of interest and related party transactions

The employee owes a duty to advance the legitimate interests of the Company when the opportunities to do so arise. Employees may not take for themselves personal opportunities that are discovered through the use of corporate property, information or position. The employee shall not take actions or have personal interests that negatively affect their ability to perform their work objectively, and conflicts of interest should to the extent possible be avoided. The employee must not become involved in relationships that could give rise to a conflict with StrongPoint’s interest, both in fact and in appearance. Conflicts of interest could involve employees, hired personnel, suppliers, competitors or other related parties such as shareholders, subsidiaries and associated companies of StrongPoint. All transactions with related parties must adhere to the Board of Directors approved principles for such transactions. In the event a conflict of interests arises, the employee shall assess the issue at hand and notify his or her immediate supervisor of the conflict of interest.

StrongPoint employee’s engagements in duties and assignments outside of the Company must not negatively impact their working relationship with StrongPoint or be in conflict with StrongPoint’s business interests. All paid work assignments held or carried out by StrongPoint employees in other companies must be approved by the Company.

2.5. Sensitive information and confidentiality

The employee has a duty of confidentiality, both by law and by way of written agreement. Each employee is responsible to keep confidential all matters that could provide third parties unauthorised access to sensitive, private or confidential information. Careful consideration should be given to how, where and with whom StrongPoint -related matters are discussed. The duty of confidentiality also applies after the conclusion of employment or contractual relationship with StrongPoint and for as long as the information is considered sensitive in nature or confidential.

2.6. Insider trading

As a publicly listed company, StrongPoint is subject to a number of laws concerning the purchase and sale of publicly traded securities. Employees and their close family members must refrain from trading StrongPoint -related securities while in possession of material, non-public information relating to the Company or any other company where StrongPoint directly or indirectly has ownership interests or otherwise has been trusted with sensitive information. Directors and supervisors defined as primary insiders are subject to various reporting and insider trading requirements. The employee is responsible for complying with the Company’s policy and the applicable securities trading laws, and failure to comply with such policy and laws may subject employees to criminal penalties, as well as to disciplinary action by the Company.

COMPLETE OVERVIEW OF THE COMPANY’S REGULATIONS ARE IN Appendix 1

2.7. Political activity

StrongPoint maintains a neutral position on party politics and will not support, financially or otherwise, any party or their candidates. StrongPoint may participate in public debate if this is deemed to be in the Company’s interest.

3. Relations to stakeholders

3.1. Accurate and timely information and financial reporting

All accounting and financial information, as well as other disclosure information, must be accurately registered and presented in accordance with laws, regulations and relevant accounting standards. StrongPoint is committed to providing the financial markets with quality information, enabling investors and analysts to maintain a correct picture of the financial situation as well as risks and opportunities facing it in the future. StrongPoint will provide accurate disclosure information to the financial markets in line with all relevant laws and regulations for listed companies on the Oslo Stock Exchange. All material information is disclosed to recipients equally in terms of content and timing. StrongPoint’s key communication principles are visibility, proactiveness, transparency (openness) and consistency. Senior executives and employees involved in the financial reporting process are expected to exercise their best professional judgment in preparing financial information.

StrongPoint will publish a financial calendar for each upcoming calendar year, and financial information will be published in line with such financial calendar.

3.2. Corruption and bribery

StrongPoint has a zero tolerance for corruption. This includes all directors and employees of the Group and companies and persons acting on behalf of the Group. The Group’s zero tolerance means among others that gifts (beyond a symbolic value), offsets, etc. must not be offered or received on behalf of the Company or by the employee as an individual in his or her capacity as employee or otherwise acting on behalf of the Company.

3.2.1. Gifts, entertainment and sponsorships

The employee is required to exercise caution and good judgment in relation to offering or accepting gifts and business courtesies. Employees shall not, directly or indirectly, accept gifts or other remuneration if there is reason to believe that its purpose is to influence business decisions. Employees should never solicit a gift or favour for personal benefit from any of StrongPoint’s stakeholders. Hospitality such as social events, meals or entertainment may be accepted by the employee if there is a clear business reason, provided that the cost of any such hospitality is within reasonable limits.

3.2.2. Relations to suppliers

Employees in StrongPoint shall treat suppliers, including hired consultants and advisors, impartially and fairly. Suppliers are expected to follow ethical standards that are consistent with the StrongPoint standards. Decision makers in StrongPoint cannot accept any worth more than a symbolic value. Decisions should not be affected by the personal interest of our employees.

3.2.3. Competition law

Employees in StrongPoint shall treat customers fairly, and not under any circumstances coordinate prices or bids with other competitors to affect market prices or market shares.

3.3. External environment

StrongPoint will act responsibly with an ambition to reduce direct and indirect negative influences on the external environment. StrongPoint I will adhere to relevant international and local laws and standards, seeking to minimize the environment impact.

4. Implementation and monitoring

4.1. Implementation

Supervisors are responsible for communicating the requirements in the Code of Conduct, and all Directors, employees and others acting on the behalf of StrongPoint must ensure that they are familiar with the contents of the Code of Conduct, sign-off on the Code of Conduct, and their duties must be performed in accordance with the requirements set out herein. Sales managers shall also ensure all partner-agreements include this Code of Conduct.

4.2. Monitoring

Supervisors are responsible for both promoting and monitoring compliance with the Code of Conduct within their respective area of responsibility. Violation of the Code of Conduct will not be tolerated and may lead to internal disciplinary action, dismissal or criminal prosecution.

4.3. Handling breaches

If an employee comes across a possible breach of laws, regulations or StrongPoint’s Code of Conduct, or any other possible unethical issues in StrongPoint, we would like you to report this to your superior in a responsible way.
If you find it difficult to raise the issue in your organization directly, you can contact the Audit Committee at StrongPoint. For information about the members of the Audit Committee see http://www.strongpoint.com/index.php/investor/corporate-governance/audit-committee-and-mandate/83

Examples of issues we want all employees to report instantly are;

Your message of concern cannot and will not be used against you in any way. This is a consequence of the Norwegian Labour Law as well as of StrongPoint’s policy.

APPENDIX 1

Sensitive information and Insiders’ dealings in StrongPoint shares

Introduction
StrongPoint ASA (“STRONG” or ”The Company”) is listed on Oslo Børs. StrongPoint shall therefore comply with the Norwegian Securities Trading Act (“STA” / verdipapirhandellovens), chapter 3 regarding insiders trading.

Primary insiders
Primary insiders are defined by Oslo Børs as ”A person in the board, management or others in relations to a publicly listed company which is subject to certain requirements related to trading and reporting of trade, according to STA chapter 3 and § 4.1. The company defines the primary insiders and is responsible of reporting this to the Oslo Børs insider register. The primary insiders are responsible for complying with the regulations on reporting and other regulations in the STA.”

StrongPoint defines a primary insider as the auditor, members of the board, Executive staff as well as the CEO and CFO for each of the Group’s three business segments, but other employees might also be included. These are employees who normally have access to information that is likely to affect the share price significantly and is not publicly available and widely known.

StrongPoint must notify the market the same day as the primary insider’s trade in the company’s share.

Inside information
All employees in the Group may from time to time have knowledge of significant and precise information which is suitable to influence the share price noticeably, and which is not available to the general public or generally known. This can for instance be accounting or reporting information which will affect the Group’s result significantly, acquisition plans, or on-going contract negotiations with customers.

It is stressed that Norway has Europe’s strictest rules regarding insiders dealings, and that the STA Chapter 3 applies to everyone who has access to inside information.

Insider trading is legal, but it is illegal when the board members, employees, consultants or other persons trades on the basis of inside information that is likely to affect the share price significantly and that is not publicly available and widely known.

List of persons with access to inside information
Projects, incidents, negotiations and contracts, where participants have access to inside information must be documented. This is required by the STA § 3-5.

The list must be created if these three criteria’s are fulfilled:
a. The information is not publicly available and widely known (se 2.2.2 Inside information, above).
b. You work on a project that would influence a potential shareholder when deciding to buy StrongPoint shares or not.
c. The project reach a stage where it is likely to materialize in a contract/agreement.

Contact StrongPoint ASA for template.

Internal Guidelines

The Board has implemented insider-regulations to prevent the misuse of material inside information by persons affiliated to the Company when trading in the Company’s financial instruments:

1. Prohibition of misuse of inside information
Insiders (all employees) with knowledge of significant inside information regarding the Company shall not sell, buy, or trade financial instruments issued by StrongPoint. If you are in any doubt if you possess such information, you must contact the Group CEO before trading in the Company’s financial instruments.

It is also prohibited to act on behalf of the company (trading in its own shares / treasury shares) or its shareholders, other companies or family members. The prohibition also includes giving advice or inciting someone to act, regardless of whether the person / company who advised/incited is not conveyed material inside information from the prevailing / inducement. It should be noted that insiders with material inside information therefore may not participate in the decision-making process when other companies/individuals are considering trading in the Company’s financial instruments.

2. Duty to investigate and get clearance for primary insiders
Primary insiders cannot trade in the Company’s financial instruments unless that person has examined whether he or she has significant inside information, and has obtained clearance to trade from the Group CEO. This also applies to trades the primary insider is does on behalf of the others, and it applies to all contracts (purchase, sales, swap, options, etc.) related to the Company’s financial instruments.

No primary insiders will get permissions to trade from the last business day of a quarter and until the result has been published.

The Group CEO must for himself decide whether he possesses inside information. If any doubt the Group CFO should be consulted.

How to conduct the clearance
To conduct the clearances, make an oral or written clearance request to the person responsible for giving the clearance.

The person responsible to give such a clearance is the Group CEO.

The clearance is granted if the person responsible of granting the clearance finds that there is no material inside information in the Group, or – if such information is available – the person applying for clearance does not have or will have access to such information.

If the request is cleared, you will receive a written clearance by e-mail. If the request is denied, you will be notified about it. If no notification is given by e-mail, the request should be considered as denied.
How long is a clearing valid?
Unless otherwise stated in the clearance message, it will be valid for 24 hours from the dating of the clearance message.
What kind of self-examination must be made by the primary insider?
The primary insider must in addition also decide whether he or she has significant inside information that the clearance responsible is not familiar with. In case of doubt, the matter should be raised with the clearance responsible.

3. Confidentiality
Anyone who possess significant inside information regarding the Group is obliged to ensure that unauthorized people do not get access to this information.

The duty of confidentiality shall not prevent the normal flow of information within the Group, but significant inside information shall only be granted to employees who have a legitimate need for the information in connection with their work.

It is permitted to grant significant share price-sensitive information to external advisors (eg. auditors, lawyers, consultants, financial advisors) to the extent that there is an objective need for this.

Other external parties, e.g. partners, bank relations or contractual counterparties as well as shareholders, can be given significant inside information as long as the Group has a reasonable need to give them access to such information. It is important in advance to make a critical assessment of which information it is necessary provide access to.

What is confidentiality?
The duty of confidentiality involves primarily a duty not to actively disclose significant inside information to unauthorized persons. Secondly, it also includes a duty to prevent such information to be available for unauthorized persons. This means, for example that documents containing such information must be stored properly and that the Groups’ general procedures for handling confidential information must be followed.

Approved by the Board of Directors in StrongPoint ASA,
Rælingen, 23 October 2014