Code of Ethics

INTRODUCTION

Ethical conduct in all business-related activities is a key element of our business strategy and development at AmstedMaxion.

Therefore, we do not want anyone to jeopardize these standards of conduct, even when one thinks that his / her actions may favor or enhance AmstedMaxion performance.

This CODE OF ETHICS has the purpose of clearly explaining AmstedMaxion understanding of ethical conduct. However, it obviously does not comprise all possible issues and dilemmas that may be faced by any of us. Therefore, in case of doubt, please seek guidance, preferably from Human Resources in your business unit.

AmstedMaxion reputation and success depend upon us. And ethical conduct shall certainly lead us further into the future.

Greetings,
Dan Ioschpe
President of AmstedMaxion S.A.


1. Conprehension

1.1. This CODE is addressed to all AmstedMaxion employees (“COLLABORATORS”), who are expected to sign the acknowledgement receipt at the end of this document.

1.2. This CODE will also be delivered to all members, both nominal and substitute, of the AmstedMaxion Supervisory Board and the Statutory Audit Committee, as well as to all AmstedMaxion service providers and suppliers. In addition, AmstedMaxion encourages all businesses throughout its supply chain to conduct themselves in a manner consistent with this CODE.

2. General Principles

2.1. AmstedMaxion is committed to acting  in accordance to the laws and on an ethical, legal ,a transparent and proactive manner with respect to its COLLABORATORS the national, state and local governments in which AmstedMaxion operates and society in general.

2.2. AmstedMaxion is committed to the excellence of its products and services.

2.3. AmstedMaxion is committed to effective participation in the communities where it operates. AmstedMaxion is also committed to respecting human rights in all of our activities.

2.4. AmstedMaxion does not permit conduct based on any kind of prejudice such as those related with race, nationality, religion, ideology, age, sex or disabilities of any nature (“PREJUDICE”), as well as acts of sexual harassment or approach and abusive attitudes and insinuations that can lead to an atmosphere of physical or psychological intimidation towards any person (“ABUSIVE CONDUCT”).

3. Collaboratorns

3.1. AmstedMaxion wishes to promote the quality of life and development of its COLLABORATORS.

3.2. AmstedMaxion does not permit any PREJUDICE or ABUSIVE CONDUCT in the selection, hiring, relationship, assessment and promotion processes involving COLLABORATORS.

3.3. AmstedMaxion uses among others, the following list of criteria to select, hire, interact with, assess and promote COLLABORATORS: suitable technical qualifications, educational background, professional experience, performance, conduct and attitude, the capacity to work in groups.

3.4. AmstedMaxion does not permit that its COLLABORATORS hire their immediate relatives, (whether ascendant or descendent, brothers, uncles, cousins, nephews, nieces and spouses), or in-laws (such as brother and sister-in-law, son-in-law, daughter-in-law, mother or father-in-law), to work in direct or indirect subordination, within the same reporting hierarchy.

3.5. AmstedMaxion does not permit child labor and will not hire individuals under 18 years of age to perform manual labor. Apprentices who are 16 years old, or older may be hired to work in the technical and administrative areas, providing that they work through school programs that provide them both support and special attention. AmstedMaxion will not use forced labor in any form and will not tolerate physically abusive disciplinary practices. AmstedMaxion will not use or support human trafficking in its labor force.

3.6 AmstedMaxion does not permit that its COLLABORATORS use electronic means to file or send direct mail, correspondence and files other than those related with their professional activities.

3.7 AmstedMaxion does not permit that any type of relationship among COLLABORATORS may generate privileges for any of them or may negatively affect the performance of his / her duties at AmstedMaxion.

4. labor Unions

4.1. AmstedMaxion acknowledges the usefulness of the collective bargaining process in which the union, legitimized by its representatives, represents the workers with pragmatism, objectivity and autonomy.

4.2. In addition to the dialogue with labor unions, AmstedMaxion shall maintain direct contact with its COLLABORATORS in search of continuously improving labor relations.

4.3. AmstedMaxion does not permit discriminatory retaliation due to union ideology.

5. Shareholders, Potential Investors and Analysts

5.1. AmstedMaxion is committed to try to provide a suitable return for shareholders through sustainable growth of the business.

5.2. AmstedMaxion relationship with shareholders, potential investors and market analysts is based on the communication of relevant information in a horizontal, transparent, precise and opportune manner, always performed by the personnel and employees specifically designated and authorized for such purpose.

6. Customers

6.1. AmstedMaxion seeks to anticipate, satisfy and surpass the needs and expectations of its customers in terms of agility, punctuality, quality, competitiveness and technological innovation.

6.2. COLLABORATORS must not knowingly transmit any incorrect or misleading information to AmstedMaxion customers concerning AmstedMaxion products and services.

7. Suppliers and Service Providers

7.1. AmstedMaxion requires honesty and transparency in the procurement policies, procedures and relations with its suppliers and service providers.

7.2. AmstedMaxion applies among others, the following list of criteria in the selection, development and relations with suppliers and service providers: quality, technology, service level, competitiveness and financial condition.

7.3. AmstedMaxion does not permit the granting of unduly differentiated treatment to any supplier or service provider.

7.4. AmstedMaxion does not permit that its COLLABORATORS receive any commissions, gifts and privileges from suppliers and service providers, with the exception of items of nominal value.

7.5. COLLABORATORS may accept paid trips and courtesies related with their professional activities from service providers and suppliers, only with prior executive approval from AmstedMaxion.

7.6. IOCHPE MAXION does not permit that the relationship with suppliers and service providers, directly or indirectly, generates any undue benefit or privilege to COLLABORATORS’ direct relatives (both ascendant and descendent, brothers, sisters, uncles, aunts, cousins, nephews, nieces and spouses) or in-laws (such as brother and sister-in-law, son-in-law, daughter-in- law, mother or father-in-law).

8. Communities

8.1. AmstedMaxion supports the sustainable social and economic development of the communities where its operations are located.

8.2. AmstedMaxion supports the voluntary participation of its COLLABORATORS in activities that promote citizenship.

9. Press

9.1. The disclosure of AmstedMaxion information to the press must be done in a transparent and precise manner, exclusively performed by personnel and employees specifically designated and authorized to do so.

10. ENVIRONMENT Environment

10.1. AmstedMaxion is committed to the preservation of the environment, specifically in the locations where it maintains its operations. AmstedMaxion will conduct business in a manner that provides responsibly for the protection of health and the environment.

10.2. AmstedMaxion propagates the concern with environmental preservation among its COLLABORATORS, suppliers and communities. AmstedMaxion will as practicable attempt to reduce and minimize overtime the environmental impact of its operations.

11. Alcohol and Drugs

11.1. AmstedMaxion does not permit the use, sale or possession of alcoholic drinks or illegal drugs in its facilities.

11.2. Nobody is allowed to remain within AmstedMaxion facilities if under the effect of such substances.

12. Safety

12.1. AmstedMaxion seeks the improvement of safety conditions and risk reduction in all of its operations.

12.2. No task shall be performed in conditions of undue risk.

12.3. All COLLABORATORS and third parties working at AmstedMaxion facilities must be fully aware of the safety and protective measures established by internal policies or contracts and everyone must systematically practice those measures while working in AmstedMaxion facilities.

12.4. All COLLABORATORS and service providers must immediately report any incident, accident or unsafe condition.

13. Political Activities

13.1. COLLABORATORS must not promote political or electoral campaigns within AmstedMaxion facilities.

13.2. COLLABORATORS must not use their positions or use the AmstedMaxion name in political campaigns.

14. Privacy and Secrecy

14.1. The private life of each COLLABORATOR is of his / her exclusive concern, providing that such private life does not interfere with his / her activities at AmstedMaxion.

14.2. AmstedMaxion guarantees to all COLLABORATORS the privacy and secrecy of confidential information to the extent allowed under applicable laws.

15. Information Tecnology

15.1. COLLABORATORS must use any information technology equipment (hardware, software, application systems, electronic mail, internet and LAN) for professional use only. These resources should not be used to send messages or access information that is harassing, illegal, or that is not aligned with the principles of ethical conduct set out in this CODE OF ETHICS.

15.2. COLLABORATORS shall not use, within AmstedMaxion, any software not licensed to AmstedMaxion.

16. Collaborators Conduct

16.1. AmstedMaxion expects honesty from all COLLABORATORS in the conduct of business and activities. AmstedMaxion will under no circumstances tolerate the giving or receiving of money, gifts, services or goods to influence improperly the behavior of another individual, organization, government employee, politician or government body in furtherance of a commercial or personal advantage.

16.2. AmstedMaxion expects all COLLABORATORS to keep secret all confidential information regarding AmstedMaxion, its business, customers or suppliers, even after severing relations with AmstedMaxion.

16.3. AmstedMaxion considers any act carried out by COLLABORATORS, incompatible with AmstedMaxion interests, to constitute a conflict of interest.

16.4. AmstedMaxion considers the following conduct by COLLABORATORS unacceptable and any such conduct may lead to disciplinary action up to and including dismissal (provided the conditions for termination as stipulated in applicable laws are also met):

16.4.1. Performance of parallel activities that may infringe on working hours or adversely impact performance at AmstedMaxion;

16.4.2. Participation as partner, member, director, employee or service provider in companies that maintain a commercial relationship with AmstedMaxion or that is a competitor of AmstedMaxion;

16.4.3.Use of AmstedMaxion property and services for personal benefit or for the benefit of third parties;

16.4.4. To benefit or to offer privileges to AmstedMaxion suppliers or service providers in exchange for personal benefits or to benefit third parties.

16.4.5. To request support from suppliers or service providers for non-charitable activities, and even in the case of charitable activities, any request must have received previous executive approval from AmstedMaxion.

16.4.6. Use the prestige of his/her position, or use AmstedMaxion privileged information for personal benefit or for the benefit of third parties.

16.4.7. The violation of any provision in this CODE OF ETHICS.

17. AmstedMaxion Stock Trading

17.1. All AmstedMaxion COLLABORATORS, as well as all board members, both nominal and substitute members, of the Supervisory Board and of the Statutory Audit Committee, external auditors, suppliers and service providers (the “PARTIES”) are responsible to protect and guard the secrecy of relevant information not yet disclosed by AmstedMaxion to the market. The PARTIES must not use such information for their own benefit or for the benefit of third parties.

17.2. Relevant information is defined as that which may affect the market value of AmstedMaxion shares.

17.3. The trading of AmstedMaxion stocks by any of the PARTIES who may have access to yet undisclosed relevant information constitutes an infringement of this CODE.

17.4. AmstedMaxion stock trading by any of the PARTIES is forbidden during the 15-day period prior to the release of quarterly and annual AmstedMaxion information.

17.5 The PARTIES shall comply with all applicable laws in connection with the trading of IOCHPE_MAXION stock.

18. Accounting Records

18.1. AmstedMaxion is committed to keeping precise, accurate, complete, true and auditable accounting records of its operations.

18.2. AmstedMaxion accounting records must be kept with sufficient level of detail, duly entered in the official accounting and fiscal books, and supported by appropriate documentation.

18.3. AmstedMaxion accounting records shall be kept pursuant to the IOCHPE-MAXION internal policies as well as in compliance with applicable legislation and generally accepted accounting principles.

18.4. All IOCHPE-MAXION payments and commitments must be taken on and executed with previous authorization given by the competent level of approval.

18.5. All IOCHPE-MAXION records must be prepared by duly authorized personnel.

19. Accusations and Complaints

19.1. IOCHPE-MAXION encourages its COLLABORATORS, service providers, suppliers, customers and others to report any legitimate violation of this CODE.

19.2. IOCHPE-MAXION does not condone baseless accusations or condemnations. Reports of a Code violation  should only be made when a COLLABORATOR has concrete facts and/or data showing that a violation of the CODE has in fact occurred.

19.3. Reports of a violation of the CODE should be made to Iochpe-Maxion?s Superintendent of Internal Audit (511 5508- 3817 – ethics@iochpe.com.br or mcarter@amstedrail.com). The reporter?s anonymity shall be assured. Also available on the Iochpe-Maxion?s Internet is a channel of Communication and Complaints: http://www.amstedmaxion.com.br/manifestacoes

19.4. IOCHPE-MAXION does not tolerate retaliation or punishment against COLLABORATORS or third parties who report infringements to this CODE.

20. Questions

20.1. In case of questions concerning any of the items herein, COLLABORATORS should contact the Human Resources Manager of his / her unit. The same procedure is to be adopted concerning any subject, event or situation involving issues related with conduct and ethics, even those issues not mentioned in this CODE.

20.2. In case of questions by the nominal and substitute members of the IOCHPE-MAXION Supervisory Board and of the Statutory Audit Committee, or service providers and suppliers concerning this CODE or issues of ethics and conduct, they should communicate with their contacts at IOCHPE-MAXION.

21. Approval and Effectiveness

21.1. The original CODE was first approved by the Iochpe-Maxion Supervisory Board at the meeting held on September 21, 2005 and it has been effective from that date on.

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