COMPLIANCE, ANTI-CORRUPTION

KOKUYO Group Anti-Bribery and Anti-Corruption Policy

1. 1.
   Definitions
   In this Policy, the meanings of the words and terms listed in the following paragraphs shall be as set outin those paragraphs.

   1. (1)
      “Corrupt Practices” means any and all forms of corrupt acts, including, but not limited to, bribery, extortion, money laundering, embezzlement, and obstruction of justice.
   2. (2)
      “Bribery” is defined as any act by which money or other benefits (money or other benefits include "money, vouchers, gift certificates, loans, guarantees, warranties/invitations/donations, sponsorship/gratuities, rebates, promotional expenses, discounts/job opportunities for oneself or one's relatives, etc.") are given, offered, solicited or promised, directly or indirectly, to a public official or counterparty for the purpose of obtaining an improper advantage.
   3. (3)
      “Public Officials” means (i) any person who engages in public services for a national or local foreign (or domestic) government, (ii) any person who engages in services for an agency affiliated with a domestic government or a foreign national government, (iii) any person who engages in services for a domestic or a foreign Public Enterprise, (iv) any person who engages in public services for an International Organization and (v) any person who exercises a public function on behalf of a foreign national government, etc. as delegated, etc.
   4. (4)
      “Public Enterprise” means any enterprises for which: (i) a majority of its voting shares are owned by; (ii) a majority of its total capital is contributed by; or (iii) a majority of its officers are designated or appointed by; one or more or national or local foreign (or domestic) government (including public interest corporations), and such enterprise equivalents as defined by government ordinance. An enterprise defined by government ordinance as equivalent to any of the foregoing refers an enterprise: (i) a majority of the voting rights of all shareholders of which are owned by; (ii) which is under the control of, through the holding of golden shares that require permission, license, approval or consent, etc. in order for all or some resolutions at general shareholder’s meetings cannot be effective; or (iii) which is under the control of, via indirect ownership of a majority of its stock, etc; one or more or national or local foreign (or domestic) governments.
   5. (5)
      “Private Sector Entities” means all business partners involved in the business of the KOKUYO Group, including but not limited to suppliers, and their directors, officers and employees.
   6. (6)
      “Facilitation Payments” are small payments intended to facilitate or expediate procedures for routine administrative services carried out by Public Officials so that the person in question can make any wrongful gain in business.
   7. (7)
      “Agents, etc.” means third parties to whom the KOKUYO Group outsources its business, including but not limited to sales distributors and/or agents.
2. 2.
   Purpose
   The purpose of this Policy is to establish the basic requirements for the KOKUYO Group to comply with laws and regulations and to prevent Bribery and corruption, with the aim of maintaining sound and transparent relationships with politics, governments/public authorities and Private Sector Entities.
   This Policy constitutes an internal rule of KOKUYO Co., Ltd. and applies to the entire each of its subsidiaries (hereinafter referred to as “KOKUYO Group Companies” Unless the context otherwise requires, words importing the singular include the plural and vice versa.). Each KOKUYO Group Companies is responsible for ensuring that its officers and employees — including directors, auditors, executive officers, and other officers, as well as all full-time and part-time workers, temporary staff, and contract employees — comply with this Policy and with any Anti-Bribery and Corruption (ABC) Law related internal rules established by their respective KOKUYO Group Companies.
3. 3.
   Compliance with Laws and Regulations
   KOKUYO Group Companies shall comply with Anti-Bribery and Corruption (ABC) laws and regulations in all countries and regions where it operates and shall not engage in any form of corrupt practice. In Japan, KOKUYO Group Companies shall ensure that all employees are familiar with the internal rules based on the discipline of the National Public Service Ethics Act. In addition, KOKUYO Group Companies shall also pay attention to the extraterritorial application of foreign laws and regulations.
4. 4.
   Prohibition of Bribery of Public Officials
   KOKUYO Group Companies shall not bribe Public Officials, whether directly or indirectly. In the event of a Bribery demand from Public Officials, such an demand shall be rejected and immediately reported to the Risk Management Division or its designated department for action.
5. 5.
   Prohibition of Bribery with Private Sector Entities
   KOKUYO Group Companies shall not, directly or indirectly, engage in Bribery of Private Sector Entities in violation of the law applicable to KOKUYO Group Companies. KOKUYO Group Companies shall not accept Bribes from Private Sector Entities in violation of the law applicable to KOKUYO Group Companies.
6. 6.
   Appropriate Entertainment, Gifts, etc.
   KOKUYO Group Companies shall establish its own rules on entertainment and gifts in order to prevent Bribery and ensure compliance with the law in conducting business.
7. 7.
   Prohibition of Facilitation Payments
   KOKUYO Group Companies are prohibited from making Facilitation Payments, whether directly or indirectly
8. 8.
   Prohibition of Bribery by Agents, etc.
   KOKUYO Group Companies shall never give Bribery instructions to Agents, etc. or other third parties.
   When appointing Agents, etc. or other third parties, KOKUYO Group Companies will require them compliance with this Policy in contracts and other agreements.
9. 9.
   Anti-Bribery System
   KOKUYO Group Companies shall continuously work on its anti-Bribery management system, including the adaption of internal rules to prevent Bribery, regular assessment of Bribery risks in the group and the establishment of a consultation service and monitoring. In addition, the group shall work to prevent Bribery by educating relevant directors, officers, employees and others on this Policy and the prohibition of Bribery through education and training on anti-Bribery.
10. 10.
    Disciplinary Action
    The KOKUYO Group may take any disciplinary actions against any director, officer or employee who violates anti-Bribery laws and regulations, this Policy or the internal anti-Bribery rules of each company, in accordance with the internal rules of KOKUYO Group Companies.

KOKUYO Group Competition Law Policy

1. 1.
   Basic Policy
   

   1. (1)
      KOKUYO Co., Ltd. and its subsidiaries (the “KOKUYO Group” and individually, a “KOKUYO Group Company”) are committed to complying with all competition laws applicable to the businesses of the KOKUYO Group in each country and region where the KOKUYO Group operates, including the Antimonopoly Act of Japan (collectively, “Competition Laws”).
   2. (2)
      Each KOKUYO Group Company shall establish, implement, and maintain internal rules to ensure effective compliance with the Competition Laws.
2. 2.
   Scope of Application
   This Policy constitutes an internal rule of KOKUYO Co., Ltd. and applies to the entire KOKUYO Group.
   Each KOKUYO Group Company is responsible for ensuring that its officers and employees — including directors, auditors, executive officers, and other officers, as well as all full-time and part-time workers, temporary staff, and contract employees — comply with this Policy and with any Competition Law related internal rules established by their respective KOKUYO Group Company. Furthermore, each KOKUYO Group Company shall seek the understanding and cooperation of all external parties involved in its business activities to support adherence to this Policy.
3. 3.
   Whistleblower Reporting System
   The KOKUYO Group Hotline, which is available to all officers and employees of the KOKUYO Group as well as business partners of the KOKUYO Group in Japan, accepts reports regarding actual or suspected violations of Competition Laws by any organization or individual within the KOKUYO Group. In accordance with the operational rules of the KOKUYO Group Hotline, any retaliatory or otherwise disadvantageous treatment of whistleblowers for having made a report is strictly prohibited.
4. 4.
   Principles of Conduct
   

   1. (1)
      Compliance with Laws and Regulations
      Each KOKUYO Group Company shall comply with the Competition Laws applicable to its businesses in each country and region where it operates, as well as with its own internal company rules.
   2. (2)
      Prohibition of Cartels and Bid Rigging
      No KOKUYO Group Company shall engage in any price-fixing agreements, production coordination, market allocation, bid rigging, or any other cartel or collusive conduct that violates Competition Laws.
   3. (3)
      Principle of Prohibiting Information Exchange with Competitors
      No KOKUYO Group Company, in principle, shall exchange competitively sensitive information with competitors. This prohibition also applies to contacts through industry associations, joint research, exhibitions, and similar forums. Contact with competitors shall be properly managed.
   4. (4)
      Maintaining Appropriate Relationships with Business Partners
      No KOKUYO Group Company shall engage in any conduct that violates any applicable Competition Laws and unfairly harms its business partners or other business operators in the course of their business activities.
   5. (5)
      Prohibition of Private Monopolistic Practices
      No KOKUYO Group Company shall engage in any conduct that constitutes private monopolization under the Antimonopoly Act of Japan or any similar prohibited conduct under other applicable Competition Laws.
   6. (6)
      Prohibition of Violations through Agents
      No KOKUYO Group Company shall cause any of its agents, distributors or other third parties to engage in acts that violate any of the prohibitions set forth in sub-sections (2) through (5) above.
   7. (7)
      Cooperation in investigations with Competition Authorities
      Each KOKUYO Group Company will respond in good faith if they receive an inquiry or are subject to an investigation from a competition authority having jurisdiction over its respective locations.
5. 5.
   Framework for Compliance with Competition Laws
   Each KOKUYO Group Company shall continuously work to establish and maintain an effective framework for developing internal rules aimed at ensuring compliance with all Competition Laws and related laws and regulations, as well as for the proper implementation of those rules. In addition, each KOKUYO Group Company will provide education and promote awareness among its officers and employees regarding this Policy and its respective Competition Law related internal rules.
6. 6.
   Disciplinary Action
   Each KOKUYO Group Company may impose disciplinary action, in accordance with its internal rules, on employees who violate any applicable Competition Laws, this Policy, or the Competition Law related internal rules of their respective KOKUYO Group Company.