Business

Conduct Policy

Ace Hardware Corporation

November 2015

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 Statement on Business Principles

Ace Hardware Corporation’s most valuable assets are its team members and the values for which
you and the Company stand. Your character, together with the Company’s philosophies and values,
continues to strengthen the brand and continues to earn us the highest of reputations in the hardware
market since Ace’s founding in the 1920s. We intend to keep it!

Our reputation for integrity is the basis for all business endeavors at Ace. It is the result of continued
dedication and commitment to the highest ethical standards in our relationships with each other, our
retailers, our vendors, and other individuals, businesses and organizations with whom the Company
does business or has relationships.

We strive to be sensitive to the human and social impact of our operations. It is our policy to conduct the
business of the Company in full compliance with the laws, rules and regulations of every community
in which it operates and to adhere to the highest ethical standards. All Ace team members are
expected and directed to conduct business with complete honesty, candor and integrity.

The purpose of this document is to make you aware of the ethical standards that must be observed
in the conduct of Ace’s business. Through this document, and through our policies, directives and
procedures, we will continue to achieve our commitment to the highest ethical standards in the
conduct of our business. To ensure our success, each of us must resolve that in all of our activities
with our retailers, vendors, outside parties and with each other, no ethical lapses will be tolerated.

As you work for Ace Hardware Corporation or its subsidiaries, we entrust our reputation to you, for
it was built by Ace retailers and Ace team members and must be maintained. To this end, please
carefully read and practice this Business Conduct Policy. Its purpose is to help preserve Ace’s great
reputation and make you proud to work for this Company.

John Venhuizen
President & CEO

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 TABLE OF CONTENTS
GENERAL OVERVIEW .......................................................................................................................................................1
Ace Values........................................................................................................................................................................1
CONFLICTS OF INTEREST ...............................................................................................................................................2
Common Sources of Conficts .........................................................................................................................................2
What Should You Disclose? .............................................................................................................................................3
How Do You Disclose a Confict of Interest? .....................................................................................................................3
BUSINESS CONDUCT POLICY GUIDELINES..................................................................................................................4
Solicitations .....................................................................................................................................................................4
Gifts .................................................................................................................................................................................4
Travel, Entertainment and Tickets ....................................................................................................................................5
Business Travel ................................................................................................................................................................5
Business Meals ................................................................................................................................................................6
Prizes, Contests and Drawings .........................................................................................................................................6
Team Member Purchases .................................................................................................................................................6
Product Samples and Other Company Property ..............................................................................................................6
Company Vehicles ............................................................................................................................................................6
Company Credit Cards and Expenses .............................................................................................................................7
Corporate-Owned Personal Computers and Applications .................................................................................................7
Use of Personal Media / Electronic Devices ......................................................................................................................7
Employee Social Media Policy ..........................................................................................................................................7
Unlawful Conduct .............................................................................................................................................................7
Corporate Business Abuse (“Whistleblowing”) Policy ........................................................................................................8
NONDISCLOSURE OF CONFIDENTIAL INFORMATION.................................................................................................8
INFORMATION REQUESTS FROM SOURCES OUTSIDE THE COMPANY ..................................................................8
FAIR COMPETITION .........................................................................................................................................................8
INTEGRITY OF COMPANY RECORDS .............................................................................................................................9
GOVERNMENT AND PUBLIC AFFAIRS ...........................................................................................................................9
ENVIRONMENTAL COMPLIANCE ...................................................................................................................................9
FOREIGN CORRUPT PRACTICES ACT (FCPA)/ANTI-CORRUPTION COMPLIANCE POLICY...................................9
ANTI-MONEY LAUNDERING .........................................................................................................................................10
INTELLECTUAL PROPERTY ..........................................................................................................................................10
HEALTH AND SAFETY .....................................................................................................................................................10
OPEN DOOR POLICY .....................................................................................................................................................10
CORRECTIVE ACTION ...................................................................................................................................................10
INQUIRIES AND INTERPRETATIONS .............................................................................................................................10

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 GENErAL OVErVIEw
Ace Hardware Corporation is guided by the following values. We expect all of our team members to understand these
values and perform their work in a way that supports them.

Ace Values
Winning — Our objective is to win and have a lot of fun doing it. We believe our weapon in the world is helpful, which
means we win with and through people.

Excellence — We aspire to be the best, to continuously improve and to inspire others by giving the team our very best.

Love — Love the people, love the work and love the results.

Integrity — We believe honesty, reliability, accountability, empathy and ethical behavior are the building blocks to any
successful business or trusted relationship.

Gratitude — We recognize that we are blessed to be in the business of serving others.

Humility — We strive for greatness with a humble, modest and respectful attitude.

Teamwork — We will fght the natural tendency for control and credit in favor of collaboration and mutual success,
recognizing that Together, We are Ace.

We also act honestly and fairly in all of our endeavors. We believe the following practices allow us to do so.

• Ace policy prohibits discrimination against team members, retailers, vendors and others based on race, color,
religion,national origin, sex, sexual orientation, age, disability or for other unlawful reasons.

• Ace respects our team members, and our policy is that management may not require team members to perform personal
tasks for them. Team members cannot be coerced to support any particular public issue, social cause or political
candidate. Your decision to support (or not to support) issues, causes or candidates is voluntary and is not a term or
condition of employment with Ace.

• Ace is dedicated to offering quality merchandise and services to our retailers and to providing honest and timely
information about our programs. Ace’s selection of products, services and suppliers must be made solely on quality,
price and service.
Ace has adopted two basic principles of business conduct, and you are expected to adhere to each.

LEGAL COMPLIANCE. No team member should take any action on behalf of the Company that he or she knows (or
reasonably should know) is in violation of an applicable law or regulation. These laws and regulations include, but are not
limited to, those governing: 1) antitrust or franchising matters, such as pricing, purchasing, retailer location approvals,
retailer terminations and other business practices; 2) protection of the environment, such as product storage, spills,
transportation and disposal; 3) employment matters, such as nondiscrimination, safety and wage payment obligations; 4)
copyright laws; 5) international business practices; and 6) domestic or foreign political contributions.

ETHICAL STANDARDS. In addition to the above, team members must adhere to the highest moral and ethical standards
in conducting business on behalf of the Company.

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 CONFLICTS OF INTErEST
For Ace to continue to prosper, we must have the loyalty of each of our team members. You, in turn, must advise management
of any personal relationships or outside business interests that might affect your judgment or ability to perform in the best
interest of the Company. This includes circumstances that may cause actual or potential conficts of interest, as well as
perceived conficts of interest, regardless of whether one exists or not. You are required to inform management and obtain
advice and approval in order to engage in or continue any situation that might cast doubt on your ability to act with total
objectivity.

Common Sources of Conficts

In general, a confict of interest arises when you (or someone to whom you are closely related or affliated) are on one
side of a transaction and Ace is on the other side. Any team member may face any number of common situations where
conficts of interest could arise. However, you are more likely to encounter a situation where a confict of interest could
arise if you 1) prepare specifcations for products or services; 2) determine retail locations or provide services to current or
prospective Ace retailers; 3) select, develop or manage arrangements with current or prospective vendors or Ace retailers;
or 4) recommend, evaluate, test or approve products or services. If your job responsibilities include any of these or similar
responsibilities, you must take particular care when making business decisions on behalf of the Company.

Listed below are some examples of potential confict of interest situations; this is not an all-inclusive listing. Use these
to guide your common-sense approach to what could be considered a confict of interest in your dealings with others.
Examples of potential confict of interest situations include:

• You, your spouse, a dependent or relative or a person or organization with whom you have a close personal relationship
has a signifcant fnancial interest in or obligation to:

— a current or prospective vendor of merchandise or services to Ace

— a current or prospective manufacturer representative organization
— a current or prospective Ace retailer
— a wholesaler that competes with Ace
— a retailer that competes with Ace retailers

• You conduct Company business with a vendor, supplier or other business partner and an owner, offcer or representative
of that vendor, supplier or other business partner is a family member or relative, or someone with whom you have a close
personal relationship.

• If a person or organization offers you, your spouse, a dependent or relative, or a person or organization with whom you
have a close personal relationship, a personal beneft or proft in exchange for sharing confdential Company information
or using your position with the Company for their gain or beneft.

• If you are an Ace manager and have a family relationship, close personal relationship, or outside business relationship
with another Ace team member who directly or indirectly reports to you or who is within your span of infuence or control.

• It is not considered a confict of interest if you are employed part-time by an Ace retail store and work there on your
personal time, unless you have a signifcant fnancial interest in that store. However, it is considered a confict of interest
if a retailer asks you to provide unique services for a fee based on your particular expertise and/or relationship with the
retailer, unless you and your manager receive prior written approval from the Ace offcer in charge of your department to
perform such service. If your manager and offcer do not approve the request, you should politely refuse it. If you receive
approval, it is important to provide a copy of the written approval to Human Resources for your personnel fle.

These types of situations, like other potential conficts of interest and circumstances that could create the perception of a
confict of interest regardless of whether one exists or not, require immediate disclosure to your department head, offcer
responsible for the area, or the Human Resources Department, as appropriate. The following sections contain additional
information regarding disclosure.

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 what Should You Disclose?
You are required to disclose both actual and potential conficts of interest, as well as perceived conficts of interest regardless
of whether one exists or not, in regard to all direct and indirect relationships and transactions. Please remember that the
term “vendor,” “supplier” or “business partner” includes not only sellers of products, but also sellers of services, such as
consultants, transportation companies, fnancial institutions, equipment lessors, temporary help agencies, realtors, and
inventors or licensors of technology.

Conficts of interest can also arise in regards to fnancial matters, including those in which you have a direct or indirect
interest. Indirect interests include situations in which you, your spouse, a dependent or relative, or a person with whom you
have a close personal relationship is a benefciary under a trust, estate or custodian account, is a shareholder in another
corporation, or is an owner or partner in a business venture. The term “indirect” applies to all situations in which technical
ownership may not be vested in you directly, but there exists some fnancial interest of your spouse, dependent, relative or
close personal affliate in an undisclosed arrangement.

Your ownership of the stock of a competitor, supplier or retailer is considered as “signifcant” and must be disclosed for
management’s advance approval unless the ownership satisfes all of the following requirements:

• The fnancial interest consists of the stock, bonds or other securities of a publicly traded company; and

• The amount of the interest is less than one percent of the value of that class of securities; and

• Confdential information was not utilized in connection with the transaction.

The purchase of goods or services as a member of the public through normal retail channels is not treated as “signifcant.”
You are not required to disclose loans at normal interest rates from recognized fnancial institutions, or purchases at
generally available prices from recognized retailers (including Ace retailers) even though these businesses may have a
vendor or customer relationship with the Company.

How Do You Disclose a Confict of Interest?

If an actual or potential confict of interest situation arises, as well as a perceived confict of interest regardless of whether
one exists or not, you must inform your manager. Managers and supervisors are responsible for alerting offcers or Human
Resources of any confict of interest or potential confict of interest that is reported to them. If you are reluctant to discuss an
actual or potential confict of interest with your manager, you must consult the Oak Brook Human Resources Department,
which will coordinate the matter as appropriate under the circumstances. All team members may be asked periodically to
submit a signed disclosure form to the Company regarding possible conficts of interest.

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 BUSINESS CONDUCT POLICY GUIDELINES
It is not feasible to describe every possible situation where a Business Conduct Policy concern or problem might arise.
Again, you must use your common sense to determine if potential conduct could be considered inappropriate. Ace trusts
that you know what is appropriate or not; use these guidelines to help determine if a particular situation presents a concern
or a problem or might require disclosure.

Developing and fostering business partner relationships are essential in today’s business climate. Strong partnerships
help strengthen the Company’s ability to increase sales and reduce costs to remain competitive in the marketplace.
Relationship building may involve offce and factory visits, meals and entertainment. These events allow interaction with
key decision makers. While it is very important to maintain these business relationships, it is equally important to ensure
our team members act with integrity, independence and fairness to the Company, Ace retailers and our business partners.

Solicitations
You may not solicit trips, outings, tickets to sporting or other events, gifts, awards, products, services, samples or meals
from a current or prospective vendor or manufacturer’s representative (except when the request is for a donation to help
support the Ace Foundation or an Ace-approved charity).

Gifts
You may not accept gifts of products or services for your personal beneft and use, whether at work, home or elsewhere,
from any current or prospective vendor, manufacturer representative or Ace retailer. This includes, but is not limited to,
cash, checks, gift cards, travel, accommodations, prizes or samples.

In spite of your best intentions, and even after proper prior notifcation to the giver, you may still receive gifts of food,
candy, cheese, fruit or similar items. Such gifts need not be returned but should be shared with your fellow department
team members.

In certain situations (particularly in some foreign business settings), a gift, award or plaque may be presented under
circumstances where polite refusal might be deemed extremely offensive. Under these circumstances, the gift, award
or plaque may be accepted in the name of the Company. Such gift, award or plaque must always be reported to the
recipient’s superiors. You may not retain such gifts, but they may be used or displayed at the Company’s corporate
or relevant local offce, or donated/auctioned for charitable purposes, as the Company deems appropriate. When the
Company permits the gift, award or plaque to be used or displayed, including in a personal work area, the recipient must
contact the Finance Department to arrange for the issuance of an asset number, or other suitable means of having the gift
recorded in the Company’s books and records.

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 Travel, Entertainment and Tickets
Occasionally team members may receive invitations to accompany a current or prospective vendor, manufacturer
representative or Ace retailer to a concert, sports or theater event or golf outing. Subject to the guidelines below, and
for purposes of developing or improving a business relationship, team members may accept such invitations, provided
the value of such event is not excessive. Team members must use common sense to determine if the value of such
entertainment is excessive. To provide guidance regarding when an invitation may be considered excessive, the table
below outlines some examples of what would be considered permissible and not permissible.

Please note that while certain circumstances outlined below are permissible, in no event may any team member accept
any offers from a current or prospective vendor, manufacturer representative or Ace retailer for trips, vacation lodging, or
tickets of any kind that are for personal use. If a current or prospective vendor or retailer were to make such an offer for
personal use, the team member must decline such offer or suggest that the offer be donated to the Ace Foundation or an
Ace-approved charity.

The following are some examples:

Tickets to accompany
a vendor to a regular
season sports event:
Tickets to a regular
season sports event
to be attended by you
and your spouse:
Tickets to a post-
season, play-off or
other major sports
event (e.g., BMW
Championship Golf
Tournament) or any
concert or theater
event:
Round of golf at a Permissible
local course (public or
private) with a vendor,
paid for by the vendor:
Permissible Why it’s permissible: You’re attending with a vendor, building the
business relationship, and the value of the
event is not considered excessive.
Not Permissible Why it’s not While the value of the event is not considered
(However, you may permissible: excessive, this is not permitted since you’re not
suggest a donation of attending with a vendor and there is no vendor
the tickets to the Ace relationship building.
Foundation)
Not Permissible Why it’s not Regardless of whether you would attend this
(However, you may permissible: type of event with or without a vendor, the
suggest a donation of value of these tickets is considered excessive.
the tickets to the Ace
Foundation)
Why it’s permissible: A round of golf with a vendor builds the
business relationship and is not considered
excessive. (However, multiple rounds of golf
with the same vendor in the same calendar
year would be considered excessive).

When in doubt, politely decline the invitation, suggest a donation to the Ace Foundation or seek written approval from the
senior management of the Company.

Participation in non-Ace sponsored sports leagues, where both Ace staff and vendors participate, is acceptable provided
you and other Ace team members pay your own way.

Business Travel
Ace pays for all necessary business trips in accordance with the Company’s travel policy. Team members are responsible
for complying with this policy when traveling on authorized Company business. The Company will reimburse you for all
approved reasonable and necessary expenses while traveling on authorized Company business. Ace will not reimburse
you for expenses that do not comply with the travel policy. You may keep any air, hotel or car rental rewards earned on
Company business travel.

You may accept complimentary transportation (public or private) from vendors or potential vendors only when: (1) the trip
and the complimentary transportation are disclosed in advance and approved by your manager, (2) the purpose of the
trip is to visit the vendor’s factory or offce, and (3) the trip is entirely related to conducting business. You may not accept
complimentary transportation if the trip includes your attendance at an event (e.g., a sporting event, round of golf, etc.).
Vendor owned airplane travel is acceptable but should not be solicited.

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 Personal/vacation travel may be combined with business travel provided there is no additional cost to the Company. All
personal costs are your responsibility. Company-negotiated hotel and rental car rates may be used for personal/vacation
travel when available; however, corporate insurance will not apply when using Company negotiated rates for personal/
vacation travel. Companions may travel with you while on a business trip when approved by your manager prior to the trip.
Expenses incurred by your companion will not be reimbursed.

Business Meals
It is acceptable for a current or prospective vendor or manufacturer’s representative to purchase meals for team members,
as long as such meals are in conjunction with industry shows or functions, factory or offce visits, or Ace conventions. We
encourage you to have meals in an Ace cafeteria, if there is one in your location. If a vendor or manufacturer’s representative
pays for your meal, on the next visit, you should buy that person’s meal. All Ace team members should decline excessive
business meals with a vendor (e.g., more than a couple of times per year or at expensive restaurants).

Prizes, Contests and Drawings

Sometimes at meetings, dinners, seminars or other functions, an actual or prospective business associate of the Company
may conduct contests, games of chance, drawings, sweepstakes, casino nights or award various prizes to attendees,
including Ace team members. As a rule, such prizes as vacation trips, products, services or other property won or awarded
to Ace team members by current or prospective business associates may only be accepted in the name of the Company
and not in the name of the team member personally. These winnings should be given to The Ace Hardware Foundation.
Where this is not possible, you must decline to accept the item.

The only exceptions to the foregoing are prizes or property won in sweepstakes, drawings, contests or activities, industry
outings/dinners and/or Ace charity events that are publicly conducted and where a team member has personally purchased
a “ticket” or paid for admission to the event which will not be claimed as an expense to be reimbursed by the Company.

Team Member Purchases

As an Ace team member, you are eligible to purchase merchandise from the Ace Retail Support Center for your personal
use at retailer cost (plus shipping and handling). You may not use your employment with Ace as a basis for requesting
special discounts from Ace retailers, vendors or manufacturer’s representatives.

At trade shows sponsored by the Company and at other trade shows that the Company attends, Ace team members and
their guests may not purchase merchandise from vendors unless the merchandise is offered at the same price for general
sale to all attendees equally.

Product Samples and Other Company Property

Product samples are routinely reviewed and tested. Product samples that must leave the building to be tested or reviewed
must be accompanied by a property pass signed by the Department Merchandise Manager or General Merchandise
Manager, or equivalent position. Samples for testing should only be delivered to an Ace corporate business address. After
this review and testing, all samples should be returned to the vendor or donated to the Ace Foundation. If samples are
delivered to a location other than an Ace-owned facility, they should be returned to the vendor or to the Ace-owned facility
for donation to the Ace Foundation. The individual receiving the items should notify the vendor, in writing, with a copy to
the appropriate offcer, that samples were not provided in accordance with Ace policy.

Company Vehicles
If you drive a Company vehicle, you must comply with all policies applicable to feet vehicles. You may not loan Company
vehicles to friends or other unauthorized persons. You must refrain from unsafe or unlawful driving activities such as
reckless driving or driving under the infuence of alcohol or drugs. Smoking in Company vehicles is prohibited.

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 Company Credit Cards and Expenses
Company credit cards must only be used for charges that are properly reimbursable to you under the Company’s Business
Expense Reimbursement Policy, in whole or in part. Expenses that are solely of a personal nature and not incurred on
Company business may not be charged or processed through Company credit cards. In addition, timely submission of
expense reports and payment of all Company credit card invoices is expected. Late payment fees will not be reimbursed
by the Company.

Expense reports must be submitted within the same monthly accounting cycle or as soon as the reimbursable expenses
are incurred and supporting documentation is available.

Corporate-Owned Personal Computers and Applications

Company team members are responsible for the care and handling of computers, hand held devices and laptops provided
to them by the Company, as well as the data that is available on the Company’s systems. Team members are responsible
for the integrity, security and backup of data that is inputted, manipulated and interpreted through the use of any device
provided to them for business use.

The Company has an extensive Enterprise Technology & Information Security Policy dealing with the use of Ace’s
computerized technology, including e-mail, instant messaging and the Internet. For more specifc information and
guidance, please refer to the Enterprise Technology & Information Security Policy which is posted on Ace Online.

Use of Personal Media / Electronic Devices

While at work, you are expected to exercise professional discretion in using all forms of personal media and electronic
devices for personal purposes. This includes, but is not limited to, all electronic devices, televisions, radios and other
similar items. Personal use of these devices can interfere with employee productivity and be distracting to others.

You are permitted to use personal media and electronic devices for business purposes, provided you comply with the
Enterprise Technology & Information Security Policy. It is your decision whether or not to use your personal devices for
business purposes. Should you decide to do so, you agree to receive business related phone calls and text messages on
your personal device.

Employee Social Media Policy

Online, electronic, and mobile communications and “social media” opportunities are important, mainstream forms of
communication that we use in both our personal and business activities. In order to balance the employee’s rights to
participate in social media, while protecting the brand and professional image of Ace, the Company has implemented
an Employee Social Media Policy. The Employee Social Media Policy provides guidelines for all employees using social
media and social networks, both inside and outside the offce.

The complete Employee Social Media Policy is posted on Ace Online. If you have any questions regarding this policy,
please contact the Human Resources Department or the Legal Department.

Unlawful Conduct
Any team member conduct that is corrupt, deceptive, fraudulent or dishonest is contrary to his or her responsibility to the
Company, and is also likely to be unlawful. Unlawful conduct will lead to immediate termination from the Company. Some
obvious examples are 1) receipt or payment of kickbacks, whether in the form of money, property or other favors; 2) any
threats or inducements to engage in conduct that is corrupt, deceptive, fraudulent or dishonest; and 3) the making of false
or improper entries on expense reports, time cards, labor standards or any other records of the Company, at any time and
for any reason.

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 Corporate Business Abuse (“whistleblowing”) Policy
The Company has an extensive Corporate Business Abuse (“Whistleblowing”) Policy that defnes your responsibility in
regard to disclosing and reporting any wrongdoing that may adversely impact Ace, its retailers, vendors, employees or the
public. The Business Abuse Policy sets forth an investigative process for reported acts of wrongdoing and also includes
protection against adverse employment action (i.e., retaliation). Additionally, the policy outlines procedures for escalating
reports of questionable auditing, accounting and internal control matters from employees to key offcers in the organization
and, if deemed appropriate, to the Audit Committee.

For more specifc information and guidance, please refer to this policy which is posted on Ace Online. Should you have any
other questions or concerns related to this policy, please contact the Legal Department or the Loss Prevention Department.

NONDISCLOSUrE OF CONFIDENTIAL INFOrMATION

As a Company team member, you may have access to confdential, proprietary information about Ace’s products, customers,
business practices and policies. In the course of your employment, you may also gain access to proprietary, confdential
information that is provided to Ace Hardware Corporation by third parties, such as our vendors, retailers or service providers,
as part of their business dealings with Ace. You may not share or disclose this confdential information with anyone other
than the necessary parties in connection with your employment at Ace. You must protect the confdentiality of any third
party information you receive with at least the same degree of care that you protect Ace’s confdential information. If you
know or have reason to know that confdential information was wrongfully obtained from the owner of the information or
was obtained from a third party who was under a confdentiality obligation to the owner, you may not use such information.

Confdential information includes the names of our business partners, vendors and retailers, the products and services we
develop and provide, pricing structures, marketing/advertising strategies, future Company plans, employee information
(including salaries, credit card numbers, bank account numbers, social security numbers and other personally identifable
information), and other miscellaneous projects and/or informative data pertaining to the business of Ace.

Your obligation to maintain the confdentiality of Ace information applies after you are no longer employed by Ace. You
hereby agree not to disclose or make use of any of the above listed confdential information, as well as intellectual properties
(inventions, service marks, writings, art works, software, research, training material, presentations, etc.) created or used
while employed at Ace.

INFOrMATION rEQUESTS FrOM

SOUrCES OUTSIDE THE COMPANY
While it is Ace’s policy to respond to legitimate requests for business information from the news media or other sources
outside the Company, these responses must be made only by authorized Ace personnel. If you are not sure who is
authorized to handle a particular request, the following general guidelines should be used. Inquiries from the news media
or political offcials should be referred to the Public Relations Department. Other inquiries regarding retailers, vendors and
team members should be referred to the Corporate Communications Department, or the Human Resources Department,
as appropriate. Telephone calls or letters from attorneys and legal papers such as subpoenas should be referred to the
Legal Department.

FAIr COMPETITION
Ace believes in the free enterprise system and is dedicated to fair competition in the open marketplace. All team members
must avoid any situation which violates, or which appears to violate, the antitrust laws, including but not limited to, the
Competition Act. Employees may not discuss or enter into any agreement with competitors regarding prices, wages,
costs, retailer territories, boycotting vendors or other anti-competitive practices. Normal business functions occasionally
require contact with competitors, but on those occasions, none of the above-mentioned subjects may be discussed.

Employees must also refrain from making disparaging comments about the reputation, products or services of other
companies. If doubt exists as to the legality of any situation or course of action, advice from Ace’s General Counsel should
be sought in advance.

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 INTEGrITY OF COMPANY rECOrDS
Ace’s accounting records and other essential data must be maintained accurately and honestly in strict compliance with
applicable laws, generally accepted accounting principles, accounting policies and management’s general authorization.
There must not be any liability or asset which is not accurately and properly recorded on Ace’s books and records. No
transactions or payments may be requested or made for other than the stated purpose. Employees may not make any
false or misleading statements about Company records or conceal information from management, Ace’s Loss Prevention
Department, or Ace’s internal or external auditors. No one is ever authorized to instruct Ace team members to act in a
manner that is contrary to this paragraph.

GOVErNMENT AND PUBLIC AFFAIrS

Ace advocates the democratic system and is committed to upholding our country’s political, legal and governmental
processes. We recognize that participation by team members in civic and political activities is necessary for this system to
function properly. Ace encourages you to exercise the right to vote, to participate in the political process, to be informed
on public issues, and to support the issues, candidates and parties of your choice as an informed individual.

Company policy prohibits the Company from contributing corporate funds for use in campaigns for election to political
offces. These include all federal, state and municipal elections. Ace also follows the general policy that Company funds
are not to be contributed to the campaigns of any other candidates for election to any type of offce.

Your participation in the political process is proper and is encouraged, but your contributions must not be made, or even
appear to be made, with Company funds. Company funds may not be used to reimburse you for any such contributions.
The selection of any candidate of political party by a team member must not be (or appear to be) coerced by the Company.
You are not permitted to use Ace’s name, either directly or indirectly, to endorse any public issue, political candidate, or
political party unless expressly authorized by Ace’s President.

Team members are prohibited from offering or making any bribe, kickback or other illegal payment to any government
offcial, political candidate or other person. This includes any payments to consultants, agents or other intermediaries when
there is reason to believe that some part of any fee or payment will be used as a bribe, or to infuence some governmental
action, whether in or outside of the United States.

ENVIrONMENTAL COMPLIANCE
Ace must fully comply with all federal, state and local laws regarding the protection of the environment. Hazardous or toxic
materials must be used, stored and disposed of as required by law. Hazardous waste must be properly stored pending its
disposal. It must then be recycled or disposed of at state or federally authorized facilities that have been approved by the
Company. You must report, in accordance with applicable Company policies, any instance where hazardous materials or
waste come in contact with the environment as well as any situation where it appears that hazardous materials or waste
may have been improperly handled or disposed of, or where a possible violation of law might exist.

FOrEIGN COrrUPT PrACTICES ACT

(FCPA)/ANTI-COrrUPTION COMPLIANCE POLICY
Ace does not tolerate, permit or engage in bribery, corruption or unethical practices of any kind. Specifcally, this Business
Conduct Policy prohibits team members from paying, promising, offering or authorizing a payment (directly, indirectly or
through a third party) of money or anything of value to a government offcial or political party for the purpose of infuencing
an offcial act or decision in order to obtain or retain business or secure an improper advantage. The Company has an
extensive FCPA/Anti-Corruption Compliance Policy. For more specifc information and guidance, please refer to this policy,
which is posted on Ace Online. Should you have any other questions or concerns related to this policy, please contact the
Legal Department or the Loss Prevention Department.

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 ANTI-MONEY LAUNDErING
Ace must comply with all applicable laws prohibiting money laundering. Some countries also have their own laws related to
the reporting of cash or other suspicious transactions that we must obey. For further guidance on this topic, please consult
with the Corporate Legal Department.

INTELLECTUAL PrOPErTY
Ace’s intellectual property is a valuable asset that must be used properly and protected from infringement by others.
Ace owns all inventions, discoveries, ideas, trade secrets and original works of authorship that a team member conceives
or develops either alone or jointly with others during the course of employment or using Company resources. As a team
member, you agree to help the Company document Ace’s ownership of this intellectual property. Ace has the sole right to
determine the terms and conditions of any disposition of its intellectual property which may be with or without monetary
compensation.

HEALTH AND SAFETY

Ace is committed to the health and safety of its customers, retailers and team members. Conducting business in compliance
with all health and safety laws (e.g., OSHA) is crucial to protecting each other from harm. As an Ace team member,
always comply with all relevant health and safety laws and policies. Team members are charged with the responsibility for
maintaining safe practices and conditions in everything Ace does.

OPEN DOOr POLICY

Each of us has a right and responsibility to ask questions about issues that are not clear to us. Ace’s Open Door Policy
provides team members with access to two-way, honest and respectful communications. The Open Door Policy is intended
to create an atmosphere that encourages team members to voice concerns, discuss problems, ask questions and make
observations about workplace issues. Each team member should feel comfortable approaching his or her immediate
supervisor, all Human Resources representatives, offcers and any other Ace resource.

COrrECTIVE ACTION
A violation of this Business Conduct Policy makes you subject to appropriate corrective action, which could include
immediate termination of employment.

INQUIrIES AND INTErPrETATIONS

It is not feasible for the Company to specifcally identify every possible situation which could result in a breach of this
Business Conduct Policy. We have attempted to provide an overview of those situations where questions or issues
commonly arise and to include examples of conduct which would breach this policy. If you are uncertain about the
interpretation or applicability of this policy to any actual facts or circumstances, talk to your manager. Ace reserves the
right to modify this policy at any time, as well as the right to determine its applicability and interpretation based on actual
facts and circumstances.

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