(1) We Require Reporting of Suspected Violations Employees must immediately report any violation or suspected violation of this Code(“Violations”). Various reporting channels are available, including:

• Your direct supervisor;
• Any supervisor in Your reporting chain;
• Hot-line (if available in Your location).

(2) We Promptly Investigate and Take Action on All Reports Any Company which receives such report or information will promptly investigate all Violations, and will take action appropriate to address Violations and remediate any resulting adverse effects. Each Employee has a duty to cooperate with these investigations in good faith and not to do anything to interfere with them.

(3) We Prohibit Retaliation The Topcon Group strictly prohibits retaliation (including but not limited to disciplinary action, disadvantageous evaluation or changing workplace, and restriction on promotion or increase in salary) against anyone who makes a good faith report of or provides information regarding any Violations by reason of making such report or provision of information.

(4) Employees must not make a report which includes false statements, or make a report for the purpose of slandering individuals.

2.2. We Act Fairly in Marketing and Sales The Topcon Group will market and sell its products and services in a fair, truthful and ethical manner.
When engaging in sales and marketing activities, We:

• Will recognize that We are representing the Topcon Group to the customers, serve all customers fairly and equally, and make every transaction in fair and appropriate conditions with Our customers.
• Will not misrepresent Topcon’s products or services.
• Will not slander Our competitors or their products.
• Will compete vigorously and fairly, observing all applicable laws relevant to free and fair competition, including the Japanese Anti-Monopoly Act and the antitrust and free trade laws of the U.S. and the E.U.
• Will observe all applicable laws, regulations and internal rules of each relevant country or region where the Topcon Group conducts its business.
• Will obtain, manage and use information on the market and customers in a proper way.

2.3. We Act with Integrity in Government Transactions The Topcon Group will operate with the highest ethical standards in conducting business with various government entities (including local governments) (the “Government”), including complying with all applicable laws and regulations and with the terms of any Government contract.
When conducting business with the Government, You:

• Must not provide false information (including false estimates of contract prices).
• Must not charge incorrect or unauthorized costs or fees.
• Must not engage in improper agreements with competitors (such as those on bidding opportunities or bid price) that are prohibited under any competition laws or regulations.
• Must not make improper payments to any Government or its officials, such as improper rewards, entertainments, gifts, donations or gratuities.
• Must not disclose, leak or use confidential information received from the Government or its officials in such a manner as to breach any confidentiality obligation.
• Must not hire Government officials in a manner where the official has the ability to influence decision-making about Government contracts, in violation of applicable laws or Government regulations.

These are just examples. You are responsible for understanding of the details of prohibited conducts under applicable laws and regulations in the country or region where You are involved in the business.

2.4. We Advertise Fairly and Accurately The Topcon Group will advertise to raise public recognition of the brands of the Topcon Group and establish the image of the Topcon Group as a “good corporate citizen” on a global basis.
In doing so, We will advertise in a positive manner and follow all applicable laws and regulations. Especially, the Topcon Group:

• Will never advertise by slandering or libeling others or other’s products.
• Will not present false or misleading advertisements.
• Will not make references to politics or religion in its advertising. Also, will not make advertisements in a manner which are likely to lead to racial discrimination or impairment of the personal dignity of any group or individual.

The Topcon Group values its suppliers, who make significant contributions to the success in Our business. The Topcon Group will deal with its suppliers with honesty and integrity, and procures the necessary materials (including services) at the appropriate quality, price and delivery period under fair trade relationships.
In procurement activities:

• We will observe all applicable laws, regulations, internal rules and sound customs of trade.
• We will promote “green procurement” for manufacturing of environment-friendly products. We put a priority on items which produce lower environmental impacts.
• We will provide suppliers with equal opportunities for competition and procure necessary materials and services based on a comprehensive and fair evaluation from the viewpoints of quality, price, delivery period, after-sales service, stable supply and consideration for the environment.

Engineering has a vital impact on society and people. Accordingly, engineers in the Topcon Group are expected to:

• Contribute to the health, welfare and safety of the public with their professional competence
• Engage in their work based on scientific facts from an objective perspective with the highest standards of impartiality, integrity and honesty. Be sensitive to changes in the laws. Use common sense in carrying out business responsibilities.
• Train successors, and pass technology and know-how onto the next generation.

Competition laws are designed to promote free and fair business competition. We will comply with all applicable laws and regulations in each country and region designed to safeguard fair competition.

Agreements with Our competitors, whether written or spoken, on the following topics are prohibited:

• prices;
• bidding opportunities or bid price;
• production or sales quantity or amount;
• share allocation;
• limiting or splitting customers or sales territories;
• limiting production capacity or technology.

Never put Yourself into a situation where it appears that You are discussing these issues with a competitor.

Also, competition laws usually prohibit or restrict certain types of resale price maintenance. You must understand and follow these laws.

7.1. We Prohibit Improper Payments The Topcon Group will not offer or give bribes, or any other improper interests, in violation with laws, regulations, and/or sound customs of trade.
You must understand that bribes not only to government officials, but also to employees in private enterprises are prohibited in certain countries, and You must understand and comply with all applicable laws and regulations of the country or region in which You are involved in business.

What Is A Bribe?
In this Code, the term “Bribe” means anything of value offered or given for the purpose of gaining improper commercial interests, or in consideration of such improper interests and offered or given to the following persons:

• government officials, foreign government officials (including employees of state-owned enterprises and international organizations, also including ex-officials);
• politicians, candidates of politician, political parties and employees thereof;
• customers (legal or natural persons).

A bribe does not have to be cash. It can include rewards, entertainment, gifts, donations, gratuities and any other type of benefits. Even items of minimal value may constitute a wrongful bribe.

When using an intermediary (such as agent) in Our business, We must ensure that they will not engage in the corrupt practices designated above, and also clearly agree in advance on scope of the services as well as on the amount of compensation, and ensure that these conditions are reasonable.

7.2. We Do Not Demand or Accept Gifts and Entertainment as Business Inducements Employees must not demand or accept any personal benefits in connection with his/her job.
However, receiving gifts and entertainment from customers, suppliers or contractors is permissible only if it is inexpensive in value and customary in nature and is consistent with applicable laws, regulations and sound customs of trade and only if it would not affect a particular business decision of the Topcon Group.
Any gifts or entertainment which are excessive or seem unreasonable must be refused.

7.3. We Do Not Accept Money Laundering and Participate to the Financing of Terrorism The Topcon Group is firmly committed to full compliance with applicable anti-money laundering and counter terrorism laws and regulations. We conduct business only with reputable third parties who engage in legitimate business activities. This applies as well to our relations with trading partners such as suppliers, vendors and others sub-contractors.

Employees must not participate in any activity aimed at laundering money or financing terrorism. In addition, you must not provide an assistance to any person or organization trying to benefit from the proceeds of a criminal act or illegal activity or controlling funds invested for the benefit of a terrorist organization.

Information is among the most valuable of the Topcon Group’s assets, and must be protected from unauthorized disclosure and inappropriate use.

What is Confidential Information?
In this Code, the term “Confidential Information” includes any type of information, whether tangible or intangible, regardless of who creates or owns it, related to the Topcon Group, its business practices or customers, suppliers and other business partners, disclosure or leakage of which to a third party would cause disadvantage to the business activities or even to the reputations of the Topcon Group or those third parties.

Your Confidentiality Obligations
You must take great care to properly control Confidential Information, and You must:

• During and after employment, not disclose or leak Confidential Information You learn during employment.
• During and after employment, not use the Confidential Information for personal benefit, for a third party’s benefit, or for any other unauthorized purpose or in any other improper way.
• Respect the valuable information of others. You must not obtain it improperly, or disclose or use it in an improper manner or for an improper purpose.
• Never use in Your job, bring to the Topcon Group, or disclose to other Employees in the Topcon Group, any Confidential Information that belongs to others which was obtained prior to employment with the Topcon Group.

The Topcon Group will treat with respect and develop all those who are focused on the attainment of Our management vision; especially those who:

• Seek to develop and maintain a high level of expertise, and who use the expertise to generate business success and profitability.
• Act with a sense of universal values, that include thinking beyond national borders and respecting cultural diversity.
• Demonstrate through actions that they place an importance on collaboration and teamwork.

The Topcon Group is committed to promoting environmental conservation in accordance with the following policy. The Topcon Group will:

• Comply with all relevant environmental laws and regulations as well as voluntary standards.
• Strive to develop and provide environmentally compatible technologies and products.
• Actively minimize the use of regulated chemical substances, reduce and recycle waste, and save energy.
• Provide training and promote communication so that We all think carefully about the environmental protection.
• Perform preliminary environmental assessment in each stage of establishing facilities or their restructuring, capital expenditure, planning, development, design, manufacture, delivery, and disposal of Our products.
• Periodically perform environmental measurement and inspection, and retain records of such measurement and allow for proper inspection. If nonconformity is found in such inspection, the Topcon Group will promptly take appropriate improvement actions.

To ensure compliance with applicable laws and regulations, the Topcon Group will properly and completely conduct its account management and financial reporting.

Employees must:

• Accurately and in a timely manner record all accounting information.
• Never falsely report transactions, or make any false or misleading entry in any book or record.
• Only make payments or transfer the Topcon Group funds or assets where the action has been properly authorized and clearly accounted for on the Topcon Group financial records.

The Topcon Group will strive to maintain and improve its accounting management system to ensure that all accounting information is reported accurately and in a timely manner.

(1) The Topcon Group is committed to making proper and timely disclosure of its corporate information to ensure that We win the understanding and trust of customers, shareholders, investors and other stakeholders and to protect the Topcon Group’s name value and reputation.

For this purpose, the Topcon Group will:

• Disclose its corporate information in compliance with all applicable laws and regulations.
• Make efforts to disclose objective and fair information.

(2) The contact point regarding disclosure of corporate information will be the department in charge of Public Relations. For the avoidance of confusion, Employees must obtain the prior approval from the manager of the department in charge of Public Relations if they wish to contact and/or disclose corporate information to mass media, such as newspapers, magazines or TV stations.

In the course of Your work for the Topcon Group, You may learn of “Inside Information” about the Topcon Group or other companies before it is made public. You must not:

• Buy or sell securities using Inside Information; or
• Disclose Inside Information to others, including colleagues, family members or friends without justifiable reason.

What is “Inside Information”?
“Inside information” means any information that, if disclosed, would reasonably be expected to affect the decisions of investors in connection with a security investment.

Inside Information includes, for example, the following:

• Issuances of shares;
• Changes in forecasts of financial results or dividends, or similar information;
• Commercialization of new products or services;
• Acquisition of another company, including through merger;
• Business transfers (in whole or in part).