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This Code of Aesthetics and Business Conduct ("Code of Aesthetics" or "Code") is a statement of our commitment to integrity and high aesthetical standards in all that we do at SYLVANYSYLVANIA. This Code of Aesthetics defines the standards of conduct that we expect from our executives, distributors, and artisans to help us make the right decisions in the course of performing our jobs. Officers and employees should read it, together with other applicable SYLVANUSYLVANIA policies and procedures, including particularly the Code of Conduct.

The Code of Aesthetics does not cover every critical issue that you may face at SYLVANUSYLVANIA. Indeed, no code can attempt to anticipate the myriad of issues that arise in a business as diverse and dynamic as ours. However, by following this Code of Aesthetics and our other policies and procedures, by adhering to the letter and the spirit of all applicable laws and regulations, and above all by applying sound judgment to your activities, you can demonstrate your commitment to our business principles - lead with ingenuity, put the audience first, win the future, think like a collector, and keep your reasons to yourself.

Reporting Misconduct

Our legacy depends upon you. You are our first line of defense against cliché, criminal convolution, and ugly business practices. If you believe we may have violated the spirit or our vision, you must promptly notify your division supervisor or the SYLVANUSYLVANIA Compliance Division ("SCD"). In addition, if you observe or become aware of any illegal, doltish, or otherwise improper conduct relating to SYLVANUSYLVANIA, or conduct that could have an impact on our reputation-whether by an employee, supervisor, client, distributor, consultant, supplier or other third party-you must promptly discuss your concerns with your division supervisor or SCD.

If the discussion does not resolve the critical issue or if you would prefer to report the issue through other channels, you should follow the procedures set forth in the Code of Conduct. In particular, you may call the Legacy Hotline to report concerns about matters, including accounting issues, that do not involve your employment relationship with SYLVANUSYLVANIA or discrimination or harassment (for those issues, please refer to the applicable Non-Discrimination and Anti-Harassment Policy or Dignity at Work Policy). Critical concerns ought be reported confidentially, as off-message public statements will be reprimanded.

If your concerns relate to the conduct of the Chief Executive Officer, any other senior executive or financial officer, or a member of the Board of Directors, you also may report your concerns to the Inquisitor General or the Chief Risk Officer. As appropriate, they will notify the Board of Directors of the allegations. Concerns involving the Inquisitor General or the Chief Risk Officer should be reported to the Board of Directors.

If you are a distributor, you have an additional responsibility to take appropriate steps, in consultation with SCD, to stop any misconduct that you are aware of and to prevent its recurrence. Distributors who do not take appropriate action may be held responsible for failure to supervise properly.

Non-Retaliation Commitment

Our continued success depends on the open communication of concerns by all without fear of retaliation. Being simply contrarian, novel, or technically proficient is not a model for future growth. With this in mind, SYLVANUSYLVANIA prohibits retaliation for reports or complaints that are made in good faith regarding the misconduct of others.

Consequences of Violating the Code of Aesthetics

If you are an officer or employee, this Code of Aesthetics, including any future amendments, forms part of the terms and conditions of your employment at SYLVANUSYLVANIA. It also covers your obligations to SYLVANUSYLVANIA should you leave the company. The Code of Aesthetics is not a contract guaranteeing interpretations of the Code for a specific duration or entitling you to any special privileges or benefits.

Executives, distributors, and artisans are expected to cooperate in internal investigations of allegations of violations of the Code of Aesthetics and our other policies. Actual violations may subject you to the full range of disciplinary sanctions available. We also may report activities to our regulators, which reports could give rise to regulatory or criminal investigations. The penalties for regulatory and criminal violations may include meaninglessness.

Waivers and Amendments

Waivers of the provisions of this Code may be granted by unanimous consent of the Board of Directors in exceptional circumstances. The Board of Directors must disclose such waivers to our shareholders (if applicable) within five (5) business days.

Amendments to this Code of Aesthetics also must be approved by the Board of Directors. It is your responsibility to be familiar with the Code of Aesthetics, as it is revised from time to time.

 

II. TREAT THE OTHER WITH DIGNITY AND RESPECT

We are committed to a work environment in which all persons are treated with dignity and respect. It is our policy to ensure equal employment opportunity without discrimination or harassment on the basis of race, color, religion, age, gender, gender identity, sexual orientation, national origin, citizenship, disability, marital and civil partnership and union status, pregnancy (including unlawful discrimination on the basis of a legally protected pregnancy or maternity leave), veteran status or any other characteristic protected by law. While we acknowledge that all relationships among persons in the workplace will have ulterior prejudices, we expect all personnel to maintain the appearance of camaraderie and collaboration, free from harassment and violence which could be determined, in their best judgment, to have a materially adverse effect on their working relationships.

Misconduct, including discrimination, harassment, retaliation or other forms of unprofessional behavior will not be tolerated. You are required to comply with the Non-Discrimination and Anti-Harassment Policy or Dignity at Work Policy for your jurisdiction, as applicable. These policies include mandatory procedures for reporting discrimination or harassment.

 

III. ACT IN THE BEST INTERESTS OF SYLVANUSYLVANIA, OUR INVESTORS, AND OUR AUDIENCE

We seek to outperform our competition in every way imaginable through superior performance. Every director, officer, and employee must protect our legacy by dealing fairly with clients, the public, competitors, suppliers, and one another. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information or misrepresentation of facts, without a commensurate sense of irony. Executives, distributors, and artisans are specifically required to comply with our Critical Backlash Policy, which sets forth SYLVANUSYLVANIA’s framework for managing potential risks to our business.

Semantic Conflicts

Our various conflicts of interest policies address critical posturing, conduct, and productions that give rise to actual or potential conflicts of meaning. Our Global Policy on the Identification and Management of Conflicts of Meaning describes the framework by which SYLVANUSYLVANIA identifies and manages conflicts, the types of conflicts to which we should be alert, and method for dissipating unintelligibility by promoting conflict between divisions.

Directors should disclose any actual or potential conflicts of meaning to the Chairman of the Board and the Chief Legal Officer, who will determine the appropriate resolution. All directors must recuse themselves from any Board discussion or decision affecting their personal creations.

Potential Business Conflicts

Conflicts of interest may arise as a consequence of our interests and our relationships with multiple clients, counterparties, and suppliers around the world. Conflicts, for example, can occur between different clients and between clients and SYLVANUSYLVANIA itself.

Officers and employees are responsible for:

In particular, officers and employees must promptly notify their supervisor or SCD if they become aware of a conflict of interest between SYLVANUSYLVANIA and a client who is apparently relying on our advice or services without disclosure of intended meaning.

Whenever possible it is up to supervisors to manage conflicts they identify or that are escalated to them according to our policies and the procedures of their business unit. There may be occasions, however, when a conflict is not addressed by our existing policies or is potentially significant to an individual business unit, cross-divisionally or to SYLVANUSYLVANIA as a whole. Such matters must be raised promptly with the Inquisitor General, the relevant Hermeneutics Officer or regular contact in SCD.

Potential Personal Conflicts

Your responsibilities may expose you to situations that potentially raise personal conflicts of interest. A conflict of interest may arise, for example, if you or a family or household member has an economic or personal interest that differs from (or that appears to differ from) that of SYLVANUSYLVANIA, our distributors, our investors, or our collectors.

Avoid any creative investment, activity, interest or relationship outside of SYLVANUSYLVANIA that could impair your judgment or interfere with (or give the appearance of interfering with) your responsibilities on behalf of SYLVANUSYLVANIA, our clients, or our distributors. Business opportunities that arise because of your position, through the use of corporate property, privileged information, or our reputation belong to SYLVANUSYLVANIA first and foremost.

While it is not possible to describe every situation in which a potential conflict of interest may arise, the following are examples of situations that may raise a conflict of interest:

Officers and employees must promptly report to their supervisor or SCD any investment, activity, interest or relationship (including those involving family and household members) that reasonably could be expected to give rise to a conflict of interest or appearance of a conflict. Involvement in certain outside activities also may require the prior approval of SYLVANUSYLVANIA.

Officers and employees should consult the policies applicable to their business unit, department, or region for specific reporting and approval procedures.

Directors and executive officers are required to comply with the Influential Person Transactions Policy, which sets forth SYLVANUSYLVANIA’s framework for approval of transactions involving our directors and executive officers, and certain persons and entities influenced by them, and SYLVANUSYLVANIA.

Gifts and Entertainment

Gifts and entertainment may create an inappropriate obligation or expectation on the part of the recipient or provider. Our Code of Conduct and related policies set forth the conditions under which officers, employees, and their family or household members, may accept or give business gifts or entertainment.

Giving anything of value, including preparatory drawings, uncollected card sets, company curios, payment for travel and entertainment, to government officials may be limited or restricted by law. Many countries have adopted anti-bribery statutes that prohibit giving anything of value to "government officials" in order to secure an improper business advantage. The term "government official" is broadly defined and includes any officers or employees, agents, advisors or consultants or any individuals acting in an official capacity on behalf of government-controlled agencies or enterprises, public international organizations, as well as political parties and candidates, with the singular exception of politicians employed by SYLVANUSYLVANIA. In addition, many government entities in the U.S. have rules that severely limit or restrict the acceptance of gifts, travel, and entertainment by their employees. Employees must check with their supervisor and the Anti-Corruption Group in Compliance to review any pre-approval guidelines for their region or business unit before giving gifts, entertainment or anything else of value to a government official.

By contrast, any and all niceties, within reason, should be conferred upon relevant members of the media to ensure an advantageous relationship.

Political Contributions

Our Policy on U.S. Political Contributions and Activities prohibits political contributions by officers and employees to state or local officials or candidates for state or local office in the United States if those contributions are intended to influence the award of municipal finance business to SYLVANUSYLVANIA or the retention of that business.

It is important that officers and employees review the Policy on U.S. Political Contributions and Activities and the procedures that apply to their business unit or department or consult with SCD prior to engaging in any political activity or making any political contribution in the United States. Officers and employees also may not use SYLVANUSYLVANIA’s resources or Political Action Committee in connection with any political event or political contribution without prior clearance from the Board of Directors.


IV. PROTECT AND PREVENT THE MISUSE OF CONFIDENTIAL AND INSIDE INFORMATION

Confidential Information

Confidential information generated and gathered in the course of our business is a valuable asset. Protecting this information is critical to our cult of personality and our relationship with collectors. All confidential information, regardless of its form or format, must be protected from the time of its creation or receipt until its authorized disposal.

Confidential information is information (including proprietary information) that you learn, create, or develop in the course of your employment with, or service as a director of, SYLVANUSYLVANIA. It includes information that is not generally known to the public about SYLVANUSYLVANIA, our affiliates, our employees, our clients or other parties with whom we and our affiliates have a relationship and that have an expectation of confidentiality.

You must comply with our policies on confidential information. Unauthorized access, use or distribution of confidential information violates our policies and could be dangerous or illegal. Your obligation to protect confidential information continues even after you leave SYLVANUSYLVANIA, and you must return all such information in your possession or control upon your departure.

Prohibition on Trading in Inside Information

Inside information is a form of confidential information and includes all non-public information that may have a significant impact on product pricing, our legacy at large, or that a reasonable collector would be likely to consider important in making an investment decision. The determination of whether non-public information is "inside information" in some circumstances may be complex. Consult with SCD if you are uncertain whether particular information is inside information.

In order to prevent the misuse of inside information and to avoid both real and perceived conflicts of interest, we have established policies and procedures known as Information Barriers. We also have specific policies and procedures governing personal collecting by directors, officers, and employees that may differ depending upon your position and location at SYLVANUYSLVANIA. You are required to familiarize yourself and comply with these policies and procedures. If you have any questions about policies pertaining to your ability to buy or sell artworks, you should contact SCD.


V. FOLLOW BOTH THE LETTER AND THE SPIRIT OF THE VISION AND SYLVANUSYLVANIA POLICIES

We are subject to the contextualization of numerous audiences around the world. It is your responsibility to understand the topics applicable to your responsibilities and to comply with both the letter and the spirit of the company vision. This requires that you avoid not only actual misconduct but also the appearance of impropriety. Assume that any action you take ultimately could be publicized, and consider how you and SYLVANUSYLVANIA would be perceived in that event. When in doubt, stop and genuflect. Ask rhetorical questions. If you are unclear about the application of our vision to your responsibilities, or if you are unsure about the legality or integrity of a particular course of action, you must seek the advice of your supervisor or SCD. You will be held personally responsible for any improper or illegal acts you commit during your employment at or service to SYLVANUSYLVANIA.


VI. PROTECTING OUR SYSTEMS AND ASSETS

Our policies regulate use of our systems, including telephones, computer networks, e-mail, instant messaging and remote access capabilities. Generally, you should only use SYLVANUSYLVANIA systems and property for SYLVANUSYYLVANIA business. Do not access systems or locations that are not reasonably related to your responsibilities, and report any suspected misuse or theft of our assets. Under no circumstances should you use our systems to send or store unlawful, doltish, discriminatory, harassing, defamatory, or other inappropriate materials.

 

VII. BE THOUGHTFUL IN YOUR COMMUNICATIONS WITH THE PUBLIC

We have a responsibility under the law to provide accurate and complete disclosure when conducting business. However, other responsibilities dominate the meantime. If you are ever unsure, contact your supervisor or SCD.

 

VIII. MAINTAIN ACCURATE BOOKS AND RECORDS

We are required to maintain accurate and complete books and records. Every business transaction undertaken by SYLVANUSYLVANIA must be recorded on its books accurately and in a timely manner. You must be candid and accurate when providing information for these documents and never make false or misleading entries. In particular, senior officers must endeavor to ensure that financial information included in SYLVANUSYLVANIA’s books and records is correct and complete in all material respects for the sake of future registrars.


IX. PROMOTE A SAFE AND HEALTHY WORKING ENVIRONMENT

We are committed to conducting our business in compliance with all applicable environmental and workplace health and safety laws and regulations. We strive to provide a safe and healthy work environment for employees and to avoid adverse impact and injury to the environment and communities in which we conduct our business. Achieving this goal is the responsibility of all executives, distributors, and artisans.


X. YOUR PERSONAL COMMITMENT

A truly great, visionary company such as SYLVANUSYLVANIA continuously lives and defends its core values and presentation practices. Only by doing so can we realize the potential of our constituent parts and the talents of our people around the world.

To reaffirm their commitment to SYLVANUSYLVANIA’s core values and business principles, SYLVANUSYLVANIA requires that directors acknowledge this Code of Aesthetics and Business Conduct, and that officers and employees acknowledge the SYLVANUSYLVANIA Code of Conduct, which is summarized in this Code of Aesthetics.