Business Conduct Policy

• Ownership of or an interest in a competitor or in a business with which the Company has or is contemplating a relationship (such as a supplier, customer, landlord, distributor. licensee/licensor, etc), either directly or indirectly such as through family members.
  
• Profiting, or assisting others to profit from, confidential information or business opportunities that are available because of employment by the Company.
  
• Providing services to a competitor or a proposed or present supplier or customer as an employee, director, officer, partner, agent or consultant.
  
• Loans to employees from financial institutions which do business with the Company are permissible as long as the loans are made on prevailing terms and conditions.
  
• Influencing or attempting to influence any business transaction between the Company and another entity in which an employee has a direct or indirect financial interest or acts as a director, officer, employee, partner, agent or consultant.
  
• Buying or selling securities of any other company using non-public information obtained in the performance of an employee’s duties, or providing such information so obtained to others.
  
• Payments made to political parties. In certain circumstances, such payments may be permitted, subject to the express approval of the Chief Executive of Devro plc.
  
• Accepting gifts, hospitality and rewards from contractors, suppliers, organisations and individuals may make it difficult to avoid some obligation to the party offering it, and may later be thought to have affected an employee’s impartiality in dealing with that party.
  

Similarly, it is our policy to exercise discretion in offering gifts or hospitality to customers, suppliers or any other parties.

The following comments indicate the Company’s guidelines on such matters:

• In general, it is acceptable to receive small gifts, such as pens, calendars, diaries etc of modest value, particularly if they bear the company’s name or insignia and can thus be regarded as being in the nature of advertising matter.
• It is not always possible or even desirable to reject modest offers of hospitality and the decision to accept or not depends on the circumstances in each case. Invitations to receptions, luncheons, golf outings and the like may be accepted if it is felt to be useful to the Company to make contacts, discuss business etc.
• Any discount, gifts etc. which are given when ordering goods and materials are the property of the Company and must not be claimed by individual employees. Examples of such items are "two for the price of one", "free calculator if a magazine subscription is taken out" etc.

The guidelines above apply equally to gifts or hospitality given by the Company’s employees to others and modest expenditure should be agreed by the local Business Director in advance.

Inadvertent Disclosure
Inadvertent disclosure by loyal employees can also harm the Company's interest. You should not discuss confidential information even with authorised persons within the Company if you are in the general presence of others, e.g. at a trade show, reception, or in an aeroplane. Please keep in mind that harmful disclosure can start with the smallest leak, since bits of information may be pieced together with fragments from other sources to form a fairly complete picture.

Information Requests
If questioned by someone from outside the Company, do not attempt to answer them unless you are certain you are authorised to do so. If you are not authorised, refer the person to the appropriate company officer, e.g. Business Director, Company Secretary.

Non-disclosure Agreement
On joining the Company, you should have been required to sign an agreement that sets out certain obligations you have as an employee relating to the treatment of confidential information. Also under this agreement, you will have assigned to the Company the right to any ideas or inventions that you develop if they are in the area of the Company's business.

If you retire or leave the Company for some reason, you may not disclose or misuse the Company's confidential information. Furthermore, the Company's ownership of intellectual property that you created while a Company employee continues after you leave the Company.

Premature Disclosure
The Company does not disclose to customers anything about new products that has not already been disclosed generally. There are exceptions to this practice. For example, where a customer may work with the Company to develop or test a new product. For this and other special situations, appropriate authorisation is required in each instance.

Use of the Company Assets
Devro's facilities, equipment and supplies must be used only for conducting the Company's business or for purposes authorised by management.

Business contact with competitors
Care should be exercised in relationships with any competitor. It is inevitable that employees of the Company and its competitors will meet, talk and attend the same business meetings from time to time. Many types of contacts are perfectly acceptable when established procedures have been followed. These include sales to other companies in our industry, purchases from them, participation in business shows, etc. But even these require caution. In all contacts with competitors, the general rule is to avoid discussing such matters as pricing policy, terms and conditions, costs, inventories, plans, market surveys or studies, production plans and, of course, any other proprietary confidential information. Any contact initiated by the Company's staff on matters of business strategy should only be at EC level.

Anti Trust and Competition Laws
It is the policy of the Company to comply with the antitrust and competition laws of each country in which our companies do business. No employee of the company shall engage in anticompetitive conduct in violation of any such antitrust or competition law.

If it is appropriate in a particular region, a more detailed procedure covering Anti-Trust and Competition Law should be prepared. This detailed policy should be consistent with the broad spirit of compliance expressed above. A copy of the more detailed policy should be forwarded to Devro plc.

Environmental Laws and Regulations
The Company is committed to conducting its business in an environmentally sound manner. In addition to carrying out the corporate-wide programmes the Company has initiated, management and employees are required to be familiar with environmental laws and regulations which relate to their employment responsibilities and to comply with them. This includes ensuring that reports on environmental matters filed with government agencies or required by law to be published are complete and accurate.

Workplace Safety Laws and Regulations
In the interest of maintaining a safe and healthy workplace, the Company requires full compliance with applicable workplace safety and industrial hygiene standards mandated by law.

Employment Laws
The Company is an equal opportunities employer committed to providing fair and equal treatment throughout employment, including recruitment. In addition to effectively implementing the spirit and intent of this policy worldwide, all managers and employees are required to be familiar with employment laws and regulations that relate to their employment responsibilities and to comply with them. Local managers are responsible for ensuring that they keep up to date with relevant changes and additions to Employment Law, and both communicate and implement these appropriately.

Share Dealing Code ("the Code")
As a consequence of Devro plc's listing on the London Stock Exchange, it is required to adopt and apply the Code.

The Rules and Appendices have been issued to the following, who shall familiarise themselves with the contents thereof:

• Directors of Devro plc
• Directors of subsidiary companies; and
• Employees who have received notice that the Code applies to them

If you fall into any of these categories, you must refer to the Code if you, or any "connected persons" (as defined in the Code) wish to deal in the Company's shares. The Code may mean you cannot deal. The prohibitions on dealing (see Rules 1 - 5) come from the insider dealing legislation and the London Stock Exchange's listing rules. You will be committing a crime if you deal contrary to the insider dealing legislation and risk a prison sentence of up to seven years.

If the Code does not prevent you from dealing, you must still follow the procedure set out in Rules 6 to 15 and get consent before dealing. You must notify the Company as soon as possible after dealing so it can notify the London Stock Exchange

The London Stock Exchange requires all listed companies to adopt and apply a code of dealing like this one as protection for the Company and the individuals concerned. Compliance should mean that dealings do not take place just before the Company announces a major development, for example. Consent for dealing would not be given at such a time although the director or employee concerned may not him or herself have any "inside information". You should, therefore, not come under suspicion of abusing your position and generally should be protected against mis-informed criticism. A useful guide is not to deal if you thnk it would lead to criticism if reported in the press even though the Code may allow it. Please note that the Code will be interpreted strictly and in accordance with its spirit rather than its letter.

The Code applies where any director or relevant employee wishes to deal in the shares of the Company. This includes not only buying or selling shares but also buying or selling options over shares and exercising, granting and accepting options over shares. There is an additional restriction on directors of group companies (and their immediate family members) who are not allowed by law to deal in options over the Company's shares. The following also constitute dealings for the purposes of the Code:

• selling shares and buying the same number soon afterwards ("bed and breakfast" dealings)
• dealings between directors and relevant employees
• transferring shares already held into a discretionary personal equity plan
• off-market dealings.

The following dealings are NOT subject to the Code:

• undertaking to take up, taking up or allowing to lapse your entitlements under a rights issue or other offer
• selling enough of your entitlements nil paid to allow you to take up the balance under a rights issue
• undertaking to accept or accepting a takeover offer
• a transaction with your immediate family

Speaking Out
When speaking out on public issues, staff should ensure that they do so as an individual and do not give the appearance of speaking or acting on the Company's behalf.