Terms of Use

a-solutions’ Code of Business Conduct & Ethics

Statement by Chief Executive Officer

a-solutions has a long and proud tradition of conducting business in accordance with the highest ethical standards and in full compliance with both the letter and spirit of all applicable laws. The Code of Business Conduct and Ethics and the Anti-Bribery Policy were developed at the direction of a-solutions’ Board of Directors to provide clear guidance to all a-solutions associates and to ensure a consistent approach to business practices throughout a-solutions expanding operations.

a-solutions Board of Directors, and I personally, are fully committed to conducting a-solutions business with the highest level of integrity and we expect your strict adherence to the Code of Business Conduct and Ethics, the Anti-Bribery Policy and the law. There will be zero tolerance of non-compliance and any violations will result in swift corrective action, including possible termination of employment from the company.

I would like to take this opportunity to remind all employees in a-solutions that they have the extra responsibility of setting a clear example by treating associates, clients, prospects, vendors and competitors with honesty and respect, and by always following our policies and the law.

Please read the revised policies carefully as they include many new provisions. They also provide you with information regarding when and how to report any violations. Your calls and written communications will always be dealt with confidentially and there will never be retaliation when a matter is brought forth in good faith.

Thank you for your commitment to comply unequivocally with the highest standards of integrity and business ethics.

Sincerely,

Peter Weiss

Chief Executive Officer

Ethics

a-solutions and each of its associates, wherever they may be located, must conduct their affairs with uncompromising honesty and integrity. Business ethics are no different than personal ethics. The same high standard applies to both. As an a-solutions associate you are required to adhere to the highest standard regardless of local custom.

Employees are expected to be honest and ethical in dealing with each other, with clients, vendors and all other third parties. Doing the right thing means doing it right every time.

You must also respect the rights of your fellow associates and third parties. Your actions must be free from discrimination, libel, slander or harassment. Each person must be accorded equal opportunity, without regard to his or her race, color, creed, religion, national origin, age, sex, marital status, lawful alien status, non-job related physical or mental disability, veteran’s status, sexual orientation, gender identity or expression or any other basis prohibited by law.

Misconduct cannot be excused because it was directed or requested by another. In this regard, you are expected to alert management whenever an illegal, dishonest or unethical act is discovered or suspected. You will never be penalized for reporting your discoveries or suspicions.

a-solutions conducts its affairs consistently with the applicable laws and regulations of the countries where it does business. Business practices, customs and laws differ from country to country. When conflicts arise between a-solutions’ ethical practices, and the practices, customs and the laws of a country, a-solutions seeks to resolve them consistent with its ethical beliefs. If the conflict cannot be resolved consistent with its ethical beliefs, a-solutions will not proceed with the proposed action giving rise to the conflict. These ethical standards reflect who we are and are the standards by which we choose to be judged upon.

The following statements concern frequently raised ethical concerns. A violation of the standards contained in this Code of Business Conduct & Ethics will result in corrective action, including possible dismissal.

Conflicts of Interest

You must avoid any personal activity, investment or association that could appear to interfere with good judgment concerning a-solutions’ best interests. You may not exploit your position or relationship with a-solutions for personal gain. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if you:

• cause a-solutions to engage in business transactions with relatives or friends;
• use nonpublic a-solutions client or vendor information for personal gain by you, relatives or friends (including securities transactions based on such information);
• have more than a modest financial interest in a-solutions’ vendors, clients or competitors;
• receive a loan, or guarantee of obligations, from a-solutions or a third party as a result of your position at a-solutions; or
• compete, or prepare to compete, with a-solutions while still employed by a-solutions.

Compliance with Law

You are expected to comply with the applicable laws, rules and regulations. If you have questions, the a-solutions Legal Department can assist you.

Gifts, Bribes and Kickbacks

Other than for gifts with a value of no more than $50.00 given or received in the normal course of business, neither you nor your relatives may give gifts to, or receive gifts from, a-solutions current or prospective clients, vendors or any other commercial partners. Presenting or accepting any other gifts to or from private commercial parties requires prior written approval from your business unit head, who shall review the proposed gift with the Anti-Bribery Committee.

a-solutions permits accepting or incurring proportionate and reasonable expenditures for travel, meals and entertainment expenses legitimately designed to show appreciation to existing business partners, present products and services, or establish cordial business relations, provided that such expenditures:

are not excessive and always appropriate to the nature of business relationship with the recipient;

conform to the laws and customs (as recognized by the written local law or a published judicial decision) of the country in which the expenditures are incurred, as well as the policies, rules or codes of conduct of the recipient;

do not place the recipient under an obligation or expectation to confer any business advantage in return for such hospitality (quid pro quo), or create an impression that the recipient’s independence will be affected; and occur only occasionally.

Before providing or accepting, directly or indirectly, any travel, meals or entertainment expenditure reasonably valued at $250.00 or more per each guest, you must first obtain written permission from your business unit head, who shall then review the proposed expenditure with the Anti-Bribery Committee. Since the level of appropriate expenditures may vary significantly from country to country, heads of local business units are authorized to adopt lower hospitality limits for their respective jurisdictions.

Dealing with government employees is often different than dealing with private persons. Many governmental bodies in the United States and abroad strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment. a-solutions’ Anti-Bribery Policy contains detailed rules applicable to interactions with government officials. You must be aware of and strictly follow the prohibitions set out in a-solutions’ Anti-Bribery Policy. In all cases, you must never directly or indirectly promise or give any type of gratuity, kickback, bribe, payoff or advantage (whether in cash or any other form) to officials of governmental units or any other organization, whether in the country of your residence or not.

Improper Use or Theft of A-SOLUTIONS Property

Every associate must safeguard a-solutions property from loss or theft, and may not use or take such property for personal use. a-solutions property includes confidential information, software, computers, PDAs, cell phones, office equipment, and supplies. You must appropriately secure all a-solutions property within your control to prevent its unauthorized use. Use of a-solutions’ electronic communications systems must conform with a-solutions ‘Electronic Communication Systems Policy which, among other things, precludes using such systems to access or post material that: is pornographic, obscene, sexually-related, profane or otherwise offensive; is intimidating or hostile; or violates a-solutions policies or any laws or regulations. Notwithstanding the foregoing, associates may make limited non-business use of a-solutions electronic communication systems (e.g. PDAs, cell phones, computers), provided that such use: (i) is occasional; (ii) does not interfere with the associate’s professional responsibilities; (iii) does not diminish productivity; (iv) does not violate this Policy or a-solutions Electronic Communication Systems Policy; or (v) an exception is specifically authorized in writing by a-solutions Executive Management.

Covering Up Mistakes; Falsifying Records

Mistakes should never be covered up, but should be immediately fully disclosed and corrected. Falsification of any a-solutions, client or third-party record is prohibited. If you are uncertain about whether a mistake has been made, you should seek guidance from your immediate supervisor or manager.

Protection of a-solutions, Client or Vendor Information

You may not use or reveal a-solutions, client or vendor confidential or proprietary information to others. Additionally, you must take appropriate steps, including securing documents, limiting access to computers and electronic media, and proper disposal methods – to prevent unauthorized access to such information. Proprietary and/or confidential information, among other things, includes: business methods, pricing and marketing data, strategy, computer code, screens, forms, experimental research, information about, or received from, a-solutions’ current, former and prospective clients, vendors and associates.

If you learn about any potential a-solutions acquisition, disposition, joint venture or similar event you must always keep that knowledge confidential and may not discuss it with any other person, including a-solutions associates who are known to you to regularly work on such transactions. If you learn about it through a rumor or any unauthorized source, you must immediately contact a-solutions executive management.

Gathering Competitive Information

When gathering competitive information, you must not violate our competitors’ rights. You may not accept, use or disclose their confidential or proprietary information which includes information that provides a competitor with a business advantage and is not known to the public.

You may access publicly available information such as annual reports, company web sites and publications, public presentations and public marketing documents, journal and magazine articles, stockbroker analyses, advertisements and other public media filings and offerings.

Care must be taken when dealing with a competitor’s present and former clients, vendors and employees. Never ask for, accept or use confidential or proprietary information of our competitors from anyone. Never ask any person to violate a non-compete or non-disclosure agreement or to reveal confidential or proprietary information.

You may never use any type of ruse, scheme, misrepresentation or omission to obtain any information – whether confidential or not. If you use third party consultants to assist a search you must be extremely diligent that they strictly adhere to both the letter and spirit of this Code of Business Conduct & Ethics and that both the receipt and use of the gathered information is fully lawful. In no event may you use a third party to undertake activities that would be unacceptable or improper if conducted by a-solutions.

As a rule, you should never engage in any course of action that you feel would be inappropriate or unethical if conducted by or on behalf of a competitor to obtain a-solutions information. If you are uncertain what may be obtained or used, the a-solutions Legal Department can assist you.

Sales: Defamation and Misrepresentation

Sales associates should always seek to provide high value products and services, best suited to a client’s or prospect’s request or needs. It is each associate’s obligation to ensure that clients and prospects are not offered products or services that have no beneficial value to the client or are not well suited to the client’s or prospect’s business needs. Selling must never include misstatements or lies about a-solutions products and services, or about client’s or prospect’s needs. Spreading rumors, even indirectly, about our competitors, their products or their financial condition is strictly prohibited.

Use of a-solutions and Third Party Software

a-solutions and third party software may be distributed and disclosed only to associates authorized to use it, and to clients in accordance with terms of an a-solutions agreement. a-solutions and third party software may not be copied without specific authorization and may only be used to perform assigned responsibilities.

All third-party software must be properly licensed. The license agreements for such third party software may place various restrictions on the disclosure, use and copying of software.

Fair Dealing

No a-solutions associate should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Fair Competition and Antitrust Laws

a-solutions must comply with all applicable fair competition and antitrust laws. These laws attempt to ensure that businesses compete fairly and honestly and prohibit conduct seeking to reduce or restrain competition. If you are uncertain whether a contemplated action raises unfair competition or antitrust issues, the a-solutions Legal Department can assist you.

Political Contributions

No funds or other assets of a-solutions may be used to make contributions to any political party or candidate, or any independent expenditures on behalf of any political party or candidate, in any country or region, even where allowed by law. In addition to cash payments, political contributions include in-kind contributions such as the purchase of tickets to fund-raising events, political advertisements, donations of products or services, work performed by associates during paid working hours, and the free use of a-solutions facilities by any political party or candidate.

You may not make any contributions as a representative or on behalf of a-solutions, and you may not use a-solutions name in any way that may create the impression that you are speaking or acting for or on behalf of a-solutions as a company. a-solutions will not recognize, reimburse, or compensate associates for their personal political contributions. You may not pressure or coerce any associate to make personal political expenditures or take any retaliatory action against associates who do not make such expenditures.

Record Keeping and Financial Reporting

a-solutions requires honest and accurate recording and reporting of information to make responsible business decisions.

All of a-solutions books, records, accounts and financial statements must be maintained in reasonable detail, accurately and appropriately reflect transactions and comply with applicable legal requirements and a-solutions internal controls and procedures.

Waivers

The Code of Business Conduct & Ethics applies to all a-solutions associates and its Board of Directors. There shall be no waiver of any part of the Code, except by a vote of the Board of Directors, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect a-solutions.

If any waiver is granted, the waiver will be posted on the a-solutions website, thereby allowing the a-solutions shareholders to evaluate the merits of the waiver.

Reporting Ethical Violations

Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are powerless to stop suspected misconduct or discover it after it has occurred, you must report it to the appropriate level of management at your location.

If you are still concerned after speaking with your local management or feel uncomfortable speaking with them, you must (anonymously, if you wish):

Contact the a-solutions CEO by phone at +971557502915 or +45 20632609; send a detailed note, with relevant documents, to pwe@a-solutions.dk

Any reports that involve the Chief Executive Officerand Chief Financial Officer will be immediately communicated to the Chairman of the Board of Directors.

Your calls, detailed notes and /or emails will be dealt with confidentially. You have the commitment of a-solutions and of the Board of Directors that you will be protected from retaliation.

Conclusion

In the final analysis you are the guardian of a-solutions’ ethics. While there are no universal rules, when in doubt ask yourself:

Will my actions be ethical in every respect and fully comply with the law and with a-solutions policies?

Will my actions have the appearance of impropriety?

Will my actions be questioned by my supervisors, associates, clients, family and the public?

Am I trying to fool anyone, including myself, as to the propriety of my actions?

If you are uncomfortable with your answer to any of the above, you should not take the contemplated actions without first discussing them with your local management. If you are still uncomfortable, please follow the steps outlined above in the Section on “Reporting Ethical Violations.”

Any associate who ignores or violates any of a-solutions’ ethical standards, or who penalizes a subordinate for trying to follow those standards, or willfully or knowingly omits to tell the entire truth during any ethics or other a-solutions investigation, or obstructs, defeats or attempts to stop an ethics or other a-solutions investigation, will be subject to corrective action, up to and including immediate dismissal. However, it is not the threat of discipline that should govern your actions. We hope you share our belief that a dedicated commitment to ethical behavior is the right thing to do and the surest way for a-solutions to remain one of the world’s most ethical and highly successful companies.