This Code is applicable to the following employees involved: - the Members of the Executive Board of Océ N.V.
- the Group Controller
- the Corporate Treasurer
- the Manager Internal Audit Department
- the Manager of the Corporate Tax Department/Investors Relations
- the Controllers of the Océ operating companies
- the Controllers of the Strategic Business Units
- any employee designated by the Group Controller, who will keep a current register of such designated persons.
All of the above are hereinafter referred to as "COE Addressees" Key requirements Each COE addressee shall: 1 Act honestly and ethically - Carry out their duties in an honest and ethical way by ensuring that business policies and practices are aligned with ethical principles
- Maintain the confidentiality of privileged information acquired in the course of their work, except when disclosure has been authorized by the appropriate officers and/or directors or is legally obliged
- Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgement to be subordinated
- Clearly communicate ethical expectations to those with whom they work
- Refrain from using or appearing to use confidential information acquired in the course of one's work for unethical or illegal advantage either personally or through third parties
- Ensure the integrity of records
2 Comply with applicable governmental laws, rules and regulations - Perform their duties in accordance with relevant laws, rules and regulations
3 Comply with any applicable code of conduct on dealing in shares and any provisions for the avoidance of conflicts of interest stipulated in applicable terms and conditions of employment 4 Avoid conflicts of interest - Avoid actual or apparent conflicts of interest between personal and professional relationships
- No actions should be taken and interests outside Océ N.V. should be avoided that may make it difficult to perform his or her company work objectively and effectively. No direct or indirect financial interest in a supplier or competing company is allowed, with the exception of a financial interest in a publicly traded company
- Service to Océ should never be subordinated to personal gain or advantage. No employee, his or her partner, or a member or his or her family, may receive improper personal benefits as a result of the employee's position at Océ
5 Excuse himself from making any decision about an issue at hand in which a conflict of interests arises or could arise and in such event, disclose in writing the relevant facts and explain the circumstances that create or could create the conflicts of interest to: (a) the chairman of the Océ's Audit Committee in the case of: (i) a member of the Executive Board, (ii) the Group Controller, (iii) the Corporate Treasurer, (iv) the Manager of the Internal Audit Department, (v) the Manager of the Corporate Tax Department /Investor Relations, and (b) to the Group Controller, in the case of any other COE Addressee. 6 Protect Océ assets and resources - Ensure the proper use, protection and conservation of Océ assets and resources. This includes Océ properties, assets, proprietary interests, financial data, trade secrets, corporate information and other Océ rights.
7 Provide reliable financial reporting and disclosures - Provide full, fair, accurate, timely and understandable financial information and disclosure in reports and documents that Océ N.V. files in public communications and any internal reporting that leads or may lead to public communications, including to governmental agencies or Stock Exchanges
- Refrain (themselves or those acting under their direction) from directly or indirectly taking any action to fraudulently influence, coerce, manipulate, or mislead persons preparing the financial statements or to otherwise take any action directly or indirectly that would cause such financial statements to be incorrect or misleading
- Ensure that the organization's accounts and reporting complies with Océ Accounting Principles, in all respects
- Give external and internal auditors of Océ N.V. full access to all information necessary to them to properly conduct any audit of Océ N.V.
8 Promptly report any (possible) violations of this Code to: (a) the chairman of the Océ's Audit Committee in the case of: (i) a member of the Executive Board, (ii) the Group Controller, (iii) the Corporate Treasurer, (iv) the Manager of the Internal Audit Department, (v) the Manager of the Corporate Tax Department /Investor Relations, and (b) to the Group Controller, in the case of any other COE Addressee. Accountability
Each COE Addressee is held accountable for the full compliance with this Code with respect to any issues within his control. Sanctions for a breach of this Code shall be determined by: (i) the Supervisory Board of Océ where it concerns the Members of the Executive Board; and (ii) the Océ Audit Committee where it concerns any other COE Addressee. Sanctions may include serious disciplinary action, removal from office and dismissal as well as other remedies, all to the extent permitted by law and as appropriate under the circumstances. Whistleblower protection
Any person who in good faith reports a breach by another employee of this Code will be protected from retaliation by his or her superiors and the Company. Complaints will be dealt with with complete confidentiality. Waivers
No waiver of any provision of this Code shall be valid unless provided in writing by the chairman of the Océ Audit Committee with the prior approval of the Océ Audit Committee. Disclosure
Waivers, including an implicit waiver, from a provision of this Code granted to a Principal Executive or a Senior Financial Officer will be disclosed as required by law. In this code words importing the masculine shall include the feminine and words importing the singular shall include the plural or vice versa. The provisions of this Code can be amended and supplemented from time to time by resolutions of the Supervisory Board of Océ N.V. Amendment procedure
Changes in or waivers of this Code will be reported as required by law. | 
