Dimac red hereby adopts the following Code of Conduct with respect to all commercial transactions, whether local or international:

LOCAL AND FOREIGN LAWS
Neither Dimac red, nor anyone acting on behalf of Dimac red, may, directly or indirectly, break or seek to evade the laws or regulations of any country in, through, or with which Dimac red seeks to do business. That an illegal act is a “customary business practice” in any country is not sufficient justification for violation of this provision.

BRIBERY and FACILITATING PAYMENTS
Neither Dimac red, nor anyone acting on behalf of Dimac red, may, directly or indirectly, offer or provide a bribe, and all demands for bribes must be expressly rejected.

Bribery includes any offer, promise, or gift of any pecuniary or other advantage, whether directly or through intermediaries, to a public official, political party, political candidate or party official or any private sector employee, in order that the official or employee act or refrain from acting in relation to the performance of their duties, in order to obtain or retain business or other business advantage.

Neither Dimac red, nor anyone acting on behalf of Dimac red, shall offer or make facilitating payments to government officials in order to encourage them to expedite a routine governmental task that they are otherwise required to undertake. Dimac red, or anyone acting on behalf of Dimac red, shall have discretion to deviate from this prohibition if he/she believes that there is an immediate threat to his/her or another’s health or safety. The circumstances of such payment must be reported as soon as possible after the event and the payment properly recorded. Dimac red recognizes that extortion is widespread and that participation by the business community increases demand for facilitating payments.

KICK-BACKS: Neither Dimac red, nor anyone acting on behalf of Dimac red, may offer or accept a “kick-back” of any portion of a contract payment to employees of other parties to a contract or use other vehicles such as subcontracts, purchase orders or consulting agreements to channel payments to government officials, political candidates, employees of other parties to a contract, their relatives or business associates.

A “kickback” is a particular form of bribe which takes place when a person entrusted by an employer or public function has some responsibility for the granting of a benefit and does so in a way that secures a return (kickback) of some of the value of that transaction or benefit for that person without the knowledge or authorization of the employer or public body to which the person is accountable.

CONFLICTS OF INTEREST
Dimac red, and anyone acting on behalf of Dimac red, shall avoid any relationship or activity that might impair, or appear to impair, the ability to render objective and appropriate business decisions in the performance of our jobs.

POLITICAL CONTRIBUTIONS
Neither Dimac red, nor anyone acting on behalf of Dimac red, may make a political contribution in order to obtain an unlawful business advantage. Dimac red shall comply with all public disclosure requirements.

PHILANTHROPIC CONTRIBUTIONS
Dimac red, and anyone acting on behalf of Dimac red, may make contributions only for bona fide charitable purposes and only where permitted by the laws of the country in which the contribution is made. Contributions made in order to obtain an unlawful business advantage are prohibited.

EXTORTION
Dimac red, and anyone acting on behalf of Dimac red, shall reject any direct or indirect request by a public official, political party, party official, or private sector employee for undue pecuniary or other advantage, to act or refrain from acting in relation to his or her duties.

GIFTS, HOSPITALITY AND ENTERTAINMENT
Dimac red, and anyone acting on behalf of Dimac red, shall avoid the offer or receipt of gifts, meals, entertainment, hospitality or payment of expenses whenever these could materially affect the outcome of business transactions, unless are not reasonable and bona fide expenditures, or which are not in violation of the laws of the country of the recipient.

REPORTING REQUIREMENT
All officers and employees of Dimac red and anyone acting on behalf of Dimac red shall promptly report any actual or potential violation of this Code of Conduct, including any instance in which he/she is subjected to any form of extortion or is asked to participate in any way in a bribery scheme, to Dimac red. senior corporate management, without fear that his/her business relationship or employment will be adversely affected. Reports shall be treated confidentially to the extent possible, consistent with the need to conduct a thorough investigation.

COMPANY RESPONSE
No employee will suffer demotion, penalty or other adverse consequences for not paying bribes even when Dimac red may lose business as a result of the employee’s refusal to do so. Employees are required to report alleged violations of this Code of Conduct to senior management and no employee will suffer demotion, penalty or adverse consequences for reporting. Dimac red shall, where appropriate, sanction employees, suppliers or other business partners for violations of this Code of Conduct.

ACCOUNTS
Dimac red shall maintain complete and accurate financial records, ensuring that all transactions are properly, accurately and fairly recorded in a single set of books.

COMMUNICATIONS AND TRAINING
Dimac red agrees to participate in anti-corruption training provided by TRACE, or by a comparable organization, and to make annual training available for all principals and for all key employees involved in sales, marketing, and procurement.