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Prince is a world-class producer of engineered minerals and specialty chemicals for niche applications, adding value from source to solution.

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Prince’s expertise makes us a leading supplier for multiple performance-critical applications.

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Prince manufactures a wide range of engineered mineral and specialty chemical products to meet the needs of a variety of applications.

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Innovation is central to Prince’s business. From laboratory to customer process, innovation is about solving customer problems to deliver higher quality solutions ahead of the competition.

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Code of Ethics

Introduction

Our Code of Ethics has been adopted by the Board of Directors of PMHC II, Inc. and its subsidiaries, including Prince International Corporation (collectively, “Prince” or the “Company”), and is the primary guide for ethical behavior for all Prince employees throughout the world.

Ethical behavior is not always easy to define. However, fairness, honesty, respect and trust are the principal characteristics of ethical behavior. Employees must always act in good faith, responsibly, with due care, competence and diligence, without misrepresenting facts or allowing independent judgment to be subordinated. Employees of the Company must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentations of material facts, or any other unfair- dealing practice.

Every Prince director, officer and employee has the responsibility to obey the law and act ethically. This Code of Ethics provides an outline of those general legal and ethical requirements. It is not intended to make you an expert in such areas. Instead, it is designed to alert you to problems you may face and enable you to know when you should obtain guidance from legal counsel before taking action that may have a legal impact upon the Company and upon you.

If you believe that you have observed something improper or unethical, you have an obligation to take action and to alert the Company. If you have any questions or concerns, or want to report a possible violation, you should speak with Glenn Fish, Executive Vice President, CFO at +1 832.241.2289 (gfish@princecorp.com) or Mark Whitney, Senior Vice President, General Counsel at +1 832.241.2169 (mwhitney@princecorp.com).

On an annual basis, some of you may be required to sign a statement acknowledging that you have read and understand the Prince Code of Ethics. This acknowledgment also requires you to confirm that you will comply with this Code of Ethics in all of your business activities at Prince.

If you have any questions or comments about this Code of Ethics or what your responsibilities are, please feel free to contact me at +1 832.241.2169.

Mark A. Whitney
Senior Vice President, General Counsel

 

CODE OF ETHICS FOR DIRECTORS, OFFICERS, AND EMPLOYEES

Introduction

This Code of Ethics applies to PMHC II, Inc. and each of its subsidiaries, including Prince International Corporation (collectively, the “Company”), directors, officers, and employees at all Company locations.

The Company requires the highest standards of professional and ethical conduct from its directors, officers, and employees. The Company intends that its business practices will comply with the laws of all of the jurisdictions in which it operates and that honesty, integrity and accountability will always characterize the Company’s business activity. Compliance with this Code of Ethics is a condition of your employment and any violations will result in appropriate corrective action, including disciplinary measures or discharge from the Company.

The Code of Ethics is subject to all applicable law.

Nothing in this Code of Ethics is intended to require any action contrary to law. In the event that the Code of Ethics conflicts with any law, you must comply with the law. Nothing in the Code of Ethics is intended or will be considered to: (1) amend the charter or bylaws, as may be amended and restated from time to time, of the Company, (2) change the legal duties imposed upon directors, officers, or employees under state, federal and other applicable statutes, rules and regulations, (3) expand the liabilities of directors, officers, or employees beyond applicable law, or (4) affect any rights available to directors, officers, or employees under state and other applicable law or the Company’s charter and bylaws.

Compliance with the Code of Ethics

Failure to comply with the Code of Ethics or applicable laws, rules or regulations (including without limitation all rules and regulations of the Securities and Exchange Commission (the “SEC”)) may result in disciplinary measures, including discharge from the Company. Violations of this Code of Ethics may also constitute violations of law and may result in civil or criminal penalties for you, your supervisors and/or the Company.

The board of directors of the Company (the “Board of Directors”) will determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of a violation of this Code of Ethics. In determining what action is appropriate in a particular case, the Board of Directors or its designee will consider (1) the nature and severity of the violation, (2) whether the violation was a single occurrence or repeated occurrences, (3) whether the violation was intentional or inadvertent, (4) whether the individual in question had been advised prior to the violation as to the proper course of action and (5) whether or not the individual in question had committed other violations in the past. Each director, officer, or employee is expected to promptly report all violations of this Code of Ethics promptly to the General Counsel, Chief Financial Officer, or the Board of Directors. The director, officer, or employee may choose to remain anonymous in reporting any possible violation of this Code of Ethics.

The Code of Ethics may be amended, modified or waived from time to time.

This Code of Ethics may be amended, modified or waived by the Board of Directors. Waivers may also be granted by a committee of the Board of Directors. Any amendments, modifications or waivers of the Code of Ethics will be promptly disclosed in accordance with applicable securities laws. This

disclosure requirement also applies to any de facto waiver, where a director, officer, or employee violates the Code of Ethics, but is not subjected to any internal sanctions.

You should consult the appropriate persons if you have any questions about the Code of Ethics.

Any questions regarding the Code of Ethics should be directed to the Board of Directors, the General Counsel, the Chief Financial Officer, and/or the Director of Human Resources.

 

Standards of Conduct.

1. Honest and Ethical Conduct

Each director, officer, or employee must demonstrate honest and ethical dealing in fulfilling his or her duties, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships in accordance with Company policies.

2. Conflicts of Interest

The Company’s directors, officers, and employees, and members of their immediate families, must avoid activities, associations and personal or family interests that conflict, or appear to conflict, with the interests of the Company as a whole.

A “conflict of interest” occurs when an individual’s real or perceived private interest interferes or appears to interfere in any way with the interests of the Company. A conflict of interest can arise when:

  • a director, officer, or employee takes actions or has interests that may make it difficult for such individual to perform his or her work or responsibilities on behalf of the Company objectively and effectively;
  • a director, officer, or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company; or
  • a director, officer, or employee has other duties, loyalties, responsibilities or obligations that are, or may be viewed as being, inconsistent with the Company.

Conflicts of interest can arise when an individual’s position or responsibilities with the Company present an opportunity for gain apart from his or her normal compensation received from the Company. They can also arise when an individual’s personal or family interests are, or may be viewed as being, inconsistent with those of the Company and therefore as creating conflicting loyalties or competing interests. Such conflicting loyalties or competing interests can cause a director, officer, or employee to give preference to such personal interests, either internally or externally, in situations where Company responsibilities come first.

Conflicts of interest are prohibited as a matter of Company policy. Each director, officer, or employee should manage his or her personal or business affairs to avoid conflicts of interest or even the appearance of a conflict of interest. Conflicts of interest may not always be easily recognized or identified. While the following will provide certain examples, if a question arises, an employee should consult with the General Counsel for the Company.

  • Directors, officers, and employees are encouraged to avoid any direct or indirect business connections with the Company’s competitors, customers or suppliers, except on behalf of the Company.
  • A director, officer, or employee should not handle any transaction that is or could be viewed as a conflict of interest because of a material connection with the individual or company involved. Personal interests that might affect, directly or indirectly, the proper exercise of judgment should be avoided.
  • No director, officer, or employee should participate in a business decision with respect to an entity that is a material competitor of the Company in which his or her family member is an employee or has a significant financial interest.
  • Directors, officers, employees, and their family members are prohibited from accepting any personal loans from the Company or allowing the Company to guarantee any of their personal obligations, except as may be permitted and accurately disclosed under applicable law.

A director, officer, or employee must disclose to the Company any conflicts of interest or potential conflicts of interest, including any material transaction or relationship involving a potential conflict of interest, in accordance with any procedures adopted by the Company. In the absence of any formal procedures, a director, officer, or employee should communicate directly to the General Counsel, Chief Financial Officer, or the Board of Directors if he or she becomes aware of a conflict of interest or a potential conflict.

3. Corporate Opportunities

When carrying out duties or responsibilities, directors, officers, and employees owe a duty to the Company to advance its legitimate interests. No director, officer, or employee shall take personal advantage or obtain personal gain from an opportunity learned of or discovered during the course and scope of his or her employment or relationship with the Company when that opportunity or discovery could be of benefit or interest to the Company. Any such opportunity or discovery shall first be presented to the Company before being pursued in an individual capacity. Likewise, no director, officer, or employee should use Company property, information or position for personal gain or to compete with the Company.

4. Confidential Information

In carrying out the Company’s business, directors, officers, and employees may obtain confidential information about the Company, its customers, suppliers, operations, business prospects and opportunities. All directors, officers, and employees must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. The obligation to preserve confidential information continues even after a director, officer, or employee leaves the Company.

Confidential or proprietary information includes, among other things, any non-public information concerning the Company, including its businesses, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed. No director, officer, or employee may use any confidential or proprietary information of the Company to further his or her personal interests, to make a personal profit or for any other personal purpose.

5. Fair Dealing

The Company and its directors, officers, and employees are expected to conduct their affairs with each other and with clients, vendors and other third parties with honesty and integrity and without taking unfair advantage of anyone through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other practice of unfair dealing.

6. Full and Accurate Disclosure

It is of critical importance that the Company’s public filings and disclosures (if required) be full, fair, accurate and timely. Each director, officer or employee, to the extent involved in the Company’s disclosure process is responsible for ensuring full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company. Accordingly, directors, officers, and employees are expected to exercise the highest standard of care in preparing such materials and to promptly bring to the attention of the Board of Directors any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings and otherwise assist the appropriate members of senior management in fulfilling their responsibilities as specified in the Company’s policies relating to financial reporting and disclosure and internal control over financial reporting. The Chief Executive Officer and the Chief Financial Officer (the “Senior Financial Officers”) must review each report required to be filed by the Company with the SEC before it is filed. In addition, the Senior Financial Officers must review the matters to be certified in each SEC report before making the required certifications.

Each director, officer or employee is prohibited from taking any action to improperly influence, coerce, manipulate or mislead the Company’s internal or outside auditors or to prevent such persons from performing a diligent audit of the Company’s financial statements.

Each director, officer or employee shall promptly bring to the attention of the Audit Committee of the Board of Directors any information he or she may have concerning (i) significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data, or (ii) any fraud, whether or not material, that involves the management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

7. Insider Trading

Insider trading is unethical and illegal. Directors, officers and employees must not trade in securities of a company while in possession of material non-public information regarding that company. It is also illegal to “tip” or pass on inside information to any other person who might make an investment decision based on that information or pass the information to third parties.

8. Compliance with Laws, Rules and Regulations

The activities of the Company and each director, officer and employee are expected to be in full compliance with the letter and spirit of all applicable governmental laws, rules and regulations of any city, state or country in which the Company operates. Each director, officer and employee is required to comply with all applicable governmental laws, rules and regulations, including, without limitation, all “insider trading” laws and disclosure obligations applicable to the Company and its directors, officers and employees.

9. Protection and Proper Use of Company Assets

Each director, officer and employee should promote and ensure the efficient and responsible use of the Company’s assets and resources by the Company. Each director, officer and employee has a duty to protect the Company’s assets and to take all reasonable steps to ensure their appropriate and responsible use. Assets include all of the Company’s proprietary or confidential information, financial assets, real estate assets, materials, supplies, products, equipment, software, facilities and other property or assets owned or leased by the Company or that are otherwise in the Company’s possession. The use of Company assets, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.

To ensure the protection and proper use of the Company’s assets, each director, officer and employee should:

  • exercise reasonable care to prevent theft, waste, damage or misuse of Company property;
  • promptly report the actual or suspected theft, waste, damage or misuse of Company property to the General Counsel or Chief Financial Officer;
  • safeguard all electronic programs, data, communications and written materials from unauthorized access by others; and
  • use Company property only for legitimate business purposes, as authorized in connection with his or her responsibilities to the Company, or as otherwise authorized by the Company.

10. Safety and Health

The Company is committed to keeping its workplaces free from hazards. Directors, officers and employees should report any accidents, injuries or unsafe equipment, practices or conditions immediately to a supervisor or other designated person. Threats or acts of violence or physical intimidation are prohibited.

Directors, officers and employees must not engage in the use of any substance that could prevent him or her from discharging his or her work duties and responsibilities safely and effectively.

11. Discriminatory Conduct

Directors, officers and employees must not engage in discriminatory conduct based on the legally protected classes outlined in the Company’s policies. The Company’s goal is to provide employment and promotional opportunities for all employees and applicants for employment on a nondiscriminatory basis. The Company’s policies and applicable law prohibit unlawful discrimination or harassment, including sexual harassment or the creation of a hostile working environment based on any protected class. This Section 11 does not expand any rights or privileges that exist under applicable laws, but reflects the Company’s commitment to complying with these laws.

12. Bribery and Corruption

Directors, officers and employees must comply with the Company’s Worldwide Anti-Corruption Policy which requires compliance by all worldwide employees, agents, officers and directors of the Company with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar anti-corruption laws of other countries in which the Company does or intends to do business.

13. Anti-Trust

Directors, officers and employees must comply with all competition and antitrust laws. Because antitrust issues are very complex, determining what actions are improper often depends on the structure of the market and a number of other factors. To avoid even the perception of unlawful conduct, directors, officers and employees should avoid:

  • Discussing with a competitor prices, costs, production, products and services, bidding practices, other nonpublic business matters, sales territories, distribution channels or customers with a competitor; and
  • Restricting the right of a customer to sell a product at or above a certain price, except as otherwise permitted by law.

In addition, the following practices should not be engaged in without prior review by the General Counsel:

  • Conditioning or “tying” the sale of a product or service on the sale of another product or service;
  • Conditioning the purchase of a product or service on a reciprocal agreement with a customer or supplier;
  • Entering into an exclusive dealing arrangement with a customer or supplier; and
  • Discriminating as to the prices or allowances offered to competing customers.

14. Reporting of Illegal or Unethical Behavior; Non-Retaliation

Any director, officer, or employee who believes that: (1) violations of this Code of Ethics or other illegal or unethical conduct by directors, officers, or employees of the Company have occurred or may occur or (2) the Company’s financial disclosures are misleading as a result of accounting or auditing irregularities, must promptly contact the General Counsel, the Chief Financial Officer, or the Board of Directors. If these concerns require confidentiality, such as providing anonymity for the source of information, the General Counsel, the Chief Financial Officer, and the Board of Directors will make every effort to maintain such confidentiality, subject to applicable law, regulations or legal proceedings.

No director, officer or employee will engage in or permit retaliation against individuals who submit reports or complaints through proper procedures, in good faith, of actual or suspected violations of this Code of Ethics, other illegal or unethical conduct, or accounting and auditing irregularities.

15. Accountability for Adherence to this Code of Ethics

Each director, officer and employee is responsible for adhering to this Code of Ethics. Any director, officer, or employee who violates this Code of Ethics will be subject to appropriate disciplinary action. The Company will also take disciplinary action against any officer or employee who retaliates directly or indirectly against any employee, employee or manager who reports actual or suspected violations of this Code of Ethics.

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