Code of Conduct for the associates of the LBi Group

Preamble
Code of Conduct
for the associates of the LBi Group
This Code of Conduct was adopted by the Supervisory Board on 29 July 2010
by a unanimous resolution of all members of the Supervisory Board
LBi is committed to conducting its business to the highest standards of business practices,
and to preserving the integrity of our brands. We expect every LBi Associate to work with
integrity and professionalism.
This Code of Conduct represents our attempt to define LBi's expectations of how each of us
conducts ourselves every day. We cannot anticipate or define standards of behaviour for
every situation that might arise. We must use our best judgment and moral sense to
perform our job responsibilities in an ethical manner within both the letter and spirit of this
policy and LBi's other policies.
This policy is not intended as a substitute for (i) other more detailed policies that relate to
standards of conduct such as LBi’s Internal Code on Inside Information or LBi’s External
Communications Policy; (ii) policies of your Subsidiary such as a code of conduct for the use
of internet and email; or (iii) your employment agreement and/or local Human Resources
manuals.
1. Definitions
Capitalized terms used in this policy shall have the meaning as described below unless the
context may otherwise require:
“LBi” LBi International N.V.
“LBi Associate” all employees, freelancers, subcontractors, managers, directors
and other associates of the LBi Group
“LBi Supervisory Board” the supervisory board of LBi
“LBi Group” LBi and its Subsidiaries
“LBi Management” the CEO, CFO, COO and/or any other person from time to time
being part of the management board and/or executive
management team of LBi
“Subsidiary MD” the managing director of a Subsidiary
“Subsidiary” a subsidiary, division or branch of LBi

2. Comply with applicable laws
It is LBi’s policy to conduct all of its business activities in conformity with all laws and
regulations of the jurisdictions in which it transacts business. As an LBi Associate you are
expected to comply with all applicable laws and regulations where you work or do business,
when performing your daily job responsibilities. While not an exhaustive list, this includes
complying with laws and regulations concerning copyright, data protection, insider
trading, financial reporting, unfair methods of competition, antitrust and corruption.
Violation of these laws can carry civil and criminal penalties for both you and LBi. You
should be aware that you may be held personally liable for any illegal acts committed
during the course of your employment.
You are expected to use sound judgment in situations where trade regulation issues may
arise and avoid discussions related to prices, terms of sales, market share, clients, suppliers
or sales territories with any person in a manner that could limit or restrict trade.
LBi Associates shall not pay fees intended to induce officials to act favourably on proposed
business transactions or on regulatory decisions, even when such practice may be
customary in the relevant jurisdiction. This prohibition also includes payments to agents or
intermediaries when there is reason to believe that they will be using the funds for
prohibited purposes.
For further information and guidance with regard to insider trading see LBi’s separate
Internal Code on Inside Information. If you are uncertain about the laws affecting your
responsibilities or whether a certain action or practice complies with the law, you should
contact your Subsidiary MD, Human Resources manager or the General Counsel of LBi for
assistance and clarification.
3. Help provide a safe work place
All of us deserve to work in an environment free of violence, threats of violence, or
intimidation. It is LBi's policy to strictly prohibit any verbal abuse, threatening behaviour,
or conduct that may endanger persons or property. This includes possession of any firearm
or other weapon on LBi Group property.
4. Treat fellow employees with respect and dignity
LBi Associates shall avoid any comments or behaviour toward others that may reasonably
be regarded as harassment, or as reflecting bias on the basis of race, religion, national
origin, age, sex, sexual orientation or disability.
5. Protect LBi’s and our clients’ confidential information
LBi considers all of its business information, whether about LBi or others, among other
things, computer programs, computer access information, new business ideas, marketing
plans, sales and other forecasts, client lists and trade secrets, to be confidential and
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important business assets. LBi Associates shall protect the confidentiality of both LBi's
business information and the business information of our clients.
Clients entrust us with confidential information. It is every LBi Associate's responsibility to
safeguard all confidential client information obtained in any manner and to treat such
confidential information in the same manner required for confidential information of LBi.
Handling this information in a highly professional manner promotes LBi’s integrity and its
relationships with clients.
You are reminded to exercise caution when discussing sensitive information outside the
office. This is especially important when you are in public places. In addition, LBi Associates
shall never use improper means to obtain, use or disclose the confidential information of
any other person or business. You may not take any materials which contain confidential
information with you upon termination of your employment or assignment.
Your obligations regarding confidential information are more particularly set forth in your
employment agreement and/or confidentiality agreement.
6. Safeguarding the assets of LBi
LBi's assets are necessary for the on-going performance of its business and are critical for
maintaining its competitive advantage. Such assets include its funds, premises, fixed
assets, office supplies and computer equipment, as well as proprietary information and
intellectual property (such as business plans, financial information, ideas for new services
and products, customer lists, trademarks, copyrighted material and other confidential
information as described above). As an LBi Associate, these assets are available to you so
that you may fulfil your job responsibilities and should be used solely for that purpose and
not for your personal benefit.
7. Use of software
LBi licenses the use of its computer software from a variety of outside companies. LBi does
not own this software and, unless authorized by the software developer, does not have the
right to reproduce the software or any of its related documentation. LBi Associates shall
obtain and use software only in accordance with the applicable license agreements and
copyrights.
8. Avoid conflicts of interest
LBi Associates shall avoid situations where you have an actual conflict of interest with LBi,
or where the appearance of a conflict of interest may be perceived. This includes not
engaging in any outside employment, not having a financial interest in, or affiliation with,
competitors of LBi, not serving on outside boards of directors, not accepting valuable gifts
from business contacts, and not engaging in political activities with LBi funds, equipment,
facilities or supplies, unless you have the prior written approval, such approval not to be
unreasonably withheld, of (i) your Subsidiary MD or Human Resources manager with regard
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to associates of LBi Subsidiaries; (ii) LBi Management with regard to LBi employees; or (iii)
LBi Supervisory Board with regard to LBi Management. Additional restrictions may apply to
you, depending on your position and job responsibilities at LBi. If you are involved in
procuring goods or services for LBi, you must take special care to avoid so-called 'related
party' transactions, which involve contracts with LBi suppliers or others that directly or
indirectly confer a financial benefit on LBi employees or their relatives or your own
relatives.
9. Receiving or offering gifts or entertainment
LBi Associates should decline any gifts whose acceptance could raise suspicion of improper
influence or conduct. LBi Associates may not receive gifts or accept entertainment that
exceed customary courtesies common under accepted ethical business practice. Gifts or
entertainment in exchange for favors or undue consideration must always be rejected.
As a guideline, gifts with a value (cash or non-cash) of more than € 200 (or the equivalent in
local currency) are inappropriate and you should consult (i) your Subsidiary MD (with regard
to associates of LBi Subsidiaries); (ii) LBi Management (with regard to LBi employees); or (iii)
the chairperson of the LBi Supervisory Board (with regard to LBi Management).
LBi Associates may not offer gifts or entertainment that exceed customary courtesies
common under accepted ethical business practice. As a guideline, gifts should not exceed a
value (cash or non-cash) of € 200 (or the equivalent in local currency) per person.
10. Project a positive image of LBi
As LBi Associates, we owe LBi a duty of loyalty. We should all be mindful that we represent
LBi in our day-to-day dealings with outsiders, and can have a significant influence over how
LBi is viewed in the business community. You should present LBi in a positive light in your
verbal and written statements about LBi, and avoid making derogatory comments about
LBi, our products, services, management, employees and systems.
11. Avoid substance abuse
LBi Associates shall never sell, use, possess or be under the influence of illegal drugs, or
improperly use, possess or be under the influence of alcohol while on company premises or
while engaged in company business, including LBi or client sponsored events. Exceptions
are made for reasonable consumption of alcohol at LBi or client sponsored events if such
consumption does not interfere with your duties at such event.
12. Sustainability
LBi strives to protect the environment and to operate in a manner contributing to
sustainable development. LBi strives to reduce energy use and waste and encourages
recycling and separate waste disposal. LBi encourages its Subsidiaries to put processes in
place with regard to recycling, separate waste disposal and the reduction of energy use by
turning the heating and air conditioning down in evenings and weekends, switching of the
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lights, hardware and other electric equipment (instead of using the standby function) in
evenings and weekends, removing of unused chargers from sockets and stimulating double
sided printing.
LBi Associates shall strive to reduce energy use and waste and shall follow all local
processes in place.
13. Reporting improper conduct
It is every LBi Associate's responsibility to comply with the standards set forth in this Code.
As an LBi Associate, we strongly encourage you to report any situations you know about
that may be illegal, that may indicate unethical or otherwise improper business practices or
where the actions of another LBi Associate may be in violation with this Code, another LBi
policy or otherwise improper.
Concerns about illegal or improper behaviour that you believe may be significant should be
brought directly to the attention of your Subsidiary MD, Human Resources manager or the
General Counsel of LBi, who will determine the facts and, if necessary, will evaluate LBi's
position and response. If you do not feel that this course would be suitable, you may report
your concerns to the management level you believe is needed to assure that the situation
will be addressed, or, in case the report concerns the functioning of the LBi Management ,
you may report your concerns to the chairperson of LBi's Supervisory bBoard. You should
have no fear of suffering retribution or other adverse employment actions as a result of
reporting improper conduct.
14. Compliance with this Code of Conduct
Compliance with this Code of Conduct will be monitored by the General Counsel of LBi and
the finance department of LBi on an on-going basis. Failure to comply with this Code or
disregard for its intent constitutes grounds for disciplinary action, up to and including
termination of employment.
When you have doubt as to whether a proposed action is acceptable and in keeping with
this Code, you should seek guidance from your Subsidiary MD, your manager, your Human
Resources representative, or from the General Counsel of LBi.
Thank you for your cooperation and understanding in adhering to this policy.
LBi Code of Conduct
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