Contents
1. GENERAL BUSINESS PRINCIPLES
2. BUSINESS INTEGRITY PRINCIPLES
3. LABOUR STANDARDS AND HUMAN RIGHTS PRINCIPLES
4. HEALTH, SAFETY AND ENVIRONMENT PRINCIPLES
5. IMPLEMENTATION
6. MONITORING/AUDIT
7. APPENDICES

The Business Conduct Principles set forth in this document govern how each company and all people within Vestergaard Frandsen shall conduct their professional affairs.

Vestergaard Frandsen, an international company with a presence in many developing countries, strives to be a business based on responsibility and integrity. These values have been the core guiding principals of the company for a long time, and represent the ideals we will carry into the future.

In an effort to further integrate the abovementioned values in the company and with its employees Vestergaard Frandsen has chosen to launch these Business Conduct Principles and to participate in the UN Global Compact program.

The employment of the UN Global Compact framework and the Ten UN Global Compact Principles will happen within the scope of the Business Conduct Principles.

All Vestergaard Frandsen personnel will learn and adhere to the Business Conduct Principles and the guidelines. Examples set forth in the appendices are meant as a practical help to Vestergaard Frandsen personnel.

We will implement a continuing monitoring and evaluation system. An Internal Compliance Council appointed by the Board of Vestergaard Frandsen will have the overall responsibility for the monitoring and reporting and have the authority to implement new initiatives within the Business Conduct Principles.

1. GENERAL BUSINESS PRINCIPLES

1.1 Compliance with the Law
Vestergaard Frandsen will comply with all applicable law and regulations of the countries in which the company operates.

1.2 Responsibility and Integrity
Vestergaard Frandsen respects the personal dignity, privacy and rights of all individuals.

Vestergaard Frandsen tolerates no personal discrimination.

Vestergaard Frandsen is an open and honest company that acknowledges and stands by its responsibilities.

Vestergaard Frandsen shall apply the Business Conduct Principles in its dealings with joint venture partners, agents, contractors and other third parties with whom Vestergaard Frandsen has business relationships.

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2. BUSINESS INTEGRITY PRINCIPLES

2.1 Competition
Vestergaard Frandsen supports free competition and will compete fairly and ethically within the frame of applicable competition laws and regulations.

2.2 Money Laundering
Vestergaard Frandsen will not participate in any form of money laundering and all financial transactions must be documented and transparent.

2.3 Political Contributions
Vestergaard Frandsen only makes contributions to political parties, organizations or their representatives in accordance with applicable legislation.

2.4 Corruption
Vestergaard Frandsen will not tolerate corruption, extortion and bribery. Corruption is the abuse of entrusted power for private gain.

Employees of Vestergaard Frandsen must never accept or give a bribe or kickback etc. (see appendix 1 for details)

2.5 Conflicts of Interest
Vestergaard Frandsen considers it important to prevent conflicts of interest and it is therefore crucial that employees of Vestergaard Frandsen avoid conflicts of interest between their private and professional activities.

3. LABOUR STANDARDS AND HUMAN RIGHTS PRINCIPLES

3.1 Labour Standards
Vestergaard Frandsen supports the upholding of the freedom of association and the recognition of the right to collective bargaining.

Vestergaard Frandsen will not tolerate any form of child labour and supports the effective abolition hereof.

Vestergaard Frandsen supports the elimination of all forms of forced and compulsory
labour and the elimination of discrimination in respect of employment and occupation.
Vestergaard Frandsen shall as a minimum operate in accordance with the minimum wage level and working time regulations of the individual country where it is present.

3.2 Human Rights and Religion
Vestergaard Frandsen supports and respects the protection of internationally proclaimed
human rights and makes sure that Vestergaard Frandsen is not complicit in human rights abuses.

Wherever Vestergaard Frandsen operates, Vestergaard Frandsen will respect the culture and religion of the countries and the people who live there.

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4. HEALTH, SAFETY AND ENVIRONMENT PRINCIPLES

Vestergaard Frandsen regards good health as a basic human right.

Vestergaard Frandsen respects and values each employee as a treasured member of our corporate family, and we have built a well-regarded system to ensure that they are all treated fairly.

Vestergaard Frandsen ensures that all employees fully understand the hazards of diseases and conditions we seek to prevent. Staff and their family located in areas with infectious diseases are provided with health tools and offered the necessary preventive health care.

Vestergaard Frandsen continuously seeks to reduce the environmental impact of its operations.

Vestergaard Frandsen uses the best possible accident prevention measures in regards to the planning of workplaces, equipment, safety management and personal behaviour in the everyday workplace.

Vestergaard Frandsen supports a precautionary approach to environmental challenges.

Vestergaard Frandsen supports to undertake initiatives to promote greater environmental responsibility.

Vestergaard Frandsen encourages the development and diffusion of environmentally friendly technologies.

5. IMPLEMENTATION

5.1 Employees of each company of Vestergaard Frandsen must know and act in accordance with the Business Conduct Principles when acting on behalf of Vestergaard Frandsen.

Relevant employees and intermediaries shall receive specific training in the Business
Conduct Principles.

5.2 The Board of Vestergaard Frandsen shall appoint an Internal Compliance Council who shall appoint a Chief Compliance Officer. The Internal Compliance Council will have the overall responsibility for the implementation of the Business Conduct Principles and for the continuing implementation and upholding of the UN Global Compact Principles, and to overview the progress herewith.

5.3 The Chief Compliance Officer reports to the Internal Council.

5.4 The Internal Compliance Council is responsible for drafting the necessary code of conduct principles to be implemented in the organisation, hereunder draft contract clauses to be implemented in relevant agreements entered into between Vestergaard Frandsen with third parties and its employees if this has not already taken place.

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6. MONITORING/AUDIT
6.1 Compliance with the Business Conduct Principles shall be monitored bi-annually in   all companies within Vestergaard Frandsen and an annual report, including a Communication on Progress (COP) with regard to the implementation of the UN Global Compact Principles.

6.2 The Chief Compliance Officer and the Internal Compliance Council shall define and implement appropriate controls and amongst others prepare a bi-annual Compliance Report to the Board

6.3 Any internal or external complaint received by employees of Vestergaard Frandsen about the group's business practices must be reported to the Chief Compliance Officer, who will decide on appropriate action. No person reporting a complaint, or complaining, shall suffer adverse consequences, except for acts of libel and similar acts which are prohibited under the laws of Switzerland.

7. APPENDICES
The attached appendices are meant as a detailed explanation of the Business Conduct
Principles of Vestergaard Frandsen with examples, cases and practical advice on how to
live up to the principles in the everyday workplace.

APPENDIX 1: ANTI-CORRUPTION COMPLIANCE

This document explains more fully Article 2.4 of the Business Conduct Principles and what Vestergaard Frandsen expects from all Vestergaard Frandsen employees, directors and officers ("Employees") in order to ensure compliance.

1. General practice
Vestergaard Frandsen's position on corruption is clear - bribery, kickbacks etc. of any kind is prohibited.

Vestergaard Frandsen seeks to ensure that agents, consultants, contractors, suppliers etc. do not give bribes on behalf of Vestergaard Frandsen.

This means that Employees are prohibited from promising, offering, giving, inducing the giving of or authorizing such giving or accepting anything of value directly or indirectly, e.g. through an intermediary such as agents, business consultants etc., in order to obtain an improper advantage or to influence official action.

To a large extent it will be up to each Employee to ensure that business partners and other third parties who will act on behalf of Vestergaard Frandsen understands and abides by the Business Conduct Principles.

The prohibition applies to transactions with government officials and government employees of any kind as well as private companies, private not for profit organizations and their employees in both domestic and international businesses.
Bribes, kickbacks etc. can besides money take many forms, such as: gifts and gratuities inappropriate travels etc. contributions to organisations made on demand and with no business relations' unreasonable employment offers to family members and friends

2. Gifts, contributions and gratitude's
Small gifts, contributions and gratuities can be offered in accordance with the Business Conduct Principles if they are not given or received for the purpose of obtaining an improper advantage (Corruption is the abuse of entrusted power for private gain). Permissible gifts could be flowers, chocolate, fruit baskets, wine, books or similar inexpensive items. Such permissible gifts should always be given openly and transparently. The same types of gifts are also allowed in case of birthdays, anniversaries etc. If in doubt, Employees should consult the Chief Compliance Officer for advice.

3. Travels, meals and entertainment
Travel, meals and entertainment can be provided or received in accordance with the Business Conduct Principles if not provided for the purpose of obtaining an improper advantage. Furthermore the travels, meals and entertainment must be business related, reasonable in value and occasional. Travels, meals and entertainment provided outside of the above-mentioned scope must be approved by the Chief Compliance Officer.

4. Local law
Vestergaard Frandsen will in selected jurisdictions issue additional anti-corruption guidance consistent with the Business Conduct Principles to address specific requirements of local law.

5. Questions
It is not possible to make a wording of general instructions to apply in any given situation which may cause a violation of anti-corruption legislation in the many countries in which Vestergaard Frandsen conducts its business. Each Employee must use his/her common sense to assess and identify activities which might violate anti-corruption legislation or have this done by the Chief Compliance Officer. If there is any doubt at all, the Employee should always contact the Chief Compliance Officer.

6. Monitoring/Audit
The Chief Compliance Officer and the Internal Compliance Council shall define and implement appropriate controls. These shall include additions to the internal control system, e.g. regarding approval of business transactions self-assessments, through pre-defined reporting formats, by all senior managers, for all divisions and locations compliance audits by process, division or location, led by the Chief Compliance Officer.

Based to a large extent, but not only, on the self-assessments and compliance audits mentioned, the Chief Compliance Officer and Internal Compliance Council prepare a bi-annual Compliance Report to the Board.

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