This Code of Ethics (the “Code”) applies to all directors, employees, and contractors of CSC (each a “Covered Person” and collectively, the “Covered Persons”)

The reputation and credibility of Canam Steel Corporation (CSC) depends on its commitment to the highest ethical standards of conduct and practices. To maintain a good corporate reputation, every Covered Person must comply with the highest Standards of Conduct and must be perceived as always doing so. With that in mind this Code discusses ethical business issues of particular importance to CSC. CSC expects all its business activities to be carried out in accordance with the Code. It is every Covered Person’s duty to report any act that violates the Code.

All Covered Persons (other than Covered Persons assigned to production work) must acknowledge their commitment to comply with the Standards of Conduct set out in the Code upon joining CSC or contracting with CSC and annually thereafter.


CSC is subject to different, complex, and ever-changing laws and regulations that govern its business activities (the law). Covered Persons must comply with the law, and the law takes precedence in cases where there may be a conflict between the law and traditional practices. Each Covered Person must make certain to maintain a reasonable knowledge of the law as it applies to duties and responsibilities within CSC. When in doubt, the Covered Person should address questions to the Legal Department of CSC.

CSC may, in certain instances, be subject to government investigations. CSC cooperates fully with such investigations.


Covered Persons must avoid any activity or relationship that could compromise their judgment or objectivity in performing their duties. It is critical that Covered Persons demonstrate irreproachable objectivity in the performance of their duties. Such objectivity may be compromised if a Covered Person has personal interests or obligations that are or may appear to be incompatible with CSC’s legitimate business interests.

It is equally important for CSC Covered Persons to avoid apparent conflicts of interest, that is, situations where an observer might reasonably assume there is a conflict of interest.

More specifically, Covered Persons must observe the following conflict-of-interest guidelines:

2.1 A Covered Person must not engage in outside activities that may prevent performing to the best of his or her ability, nor hold any interests, directly or indirectly, that may compromise objectivity in performing duties thoroughly and impartially for CSC or that may affect willingness to act in the best interests of CSC.

2.2 A Covered Person must not give or request favors or offer or accept gifts or any personal benefit or privilege of any kind whose value could in any way influence the judgment of the recipients in their business dealings with or on behalf of CSC. When unsure, the Covered Person should consult the immediate supervisor. Furthermore, a Covered Person must notify the immediate supervisor of all gifts or any personal benefit or privilege of any kind that has been offered or requested.

2.3 No Covered Person should be indebted to a former employer for any obligation that is incompatible with the Code or that may restrict his or her activities on behalf of CSC.

2.4 More generally, no Covered Person should put himself or herself in a position that could tarnish CSC’s image or put CSC in an embarrassing or compromising position commercially, legally, socially, or morally.

A Covered Person involved, directly or indirectly, in a conflict of interest or in a situation that could potentially lead to a conflict of interest must promptly report such information to the immediate supervisor or to the Human Resources Department.


Certain Covered Persons are involved in research work to develop new CSC products and services or to improve existing CSC products and services. Any invention, discovery, improvement, or innovation (in any area including computer programming) designed or carried out by any Covered Person during or after working hours that relates to the activities of CSC belongs to CSC. A Covered Person must promptly inform the immediate supervisor of any invention, discovery, improvement, or innovation. A Covered Person, in such a case, hereby agrees to sign any document confirming the transfer to CSC of patents, industrial designs, copyrights or other rights. The Covered Person undertakes, without any financial compensation other than the salary or contracted fee paid by CSC, to assist and cooperate with the preparation of any application for a patent, copyright or copyright registration or any other registration or procedure to be filed for the protection of CSC’s intellectual property rights.

Upon being hired by CSC, and by continuing to work for CSC, Covered Persons acknowledge their acceptance of the conditions set out in the Confidentiality and Intellectual Property Agreement, reproduced in Appendix A of the Code.


For the purposes of this section, “Confidential Information” refers to any knowledge or any information of a confidential or secret nature, including, but not limited to, knowledge or information concerning budgets, strategic plans and related questions, expertise, sales, technical demonstrations, computer programs, manufacturing processes, ingredients, methods, equipment, research work, inventions, instructions, memorandums, studies, drawings, plans, customer lists, employee records and any other technical, financial, commercial or scientific matter to which the public does not have access. Confidential Information also includes personal information about CSC suppliers, customers, and employees or contractors. Periodic updates on the activities and financial situation of CSC by CSC management are also to be treated as Confidential Information.

Confidential Information represents an important asset for CSC and must be treated accordingly. Current or former Covered Persons of CSC must not disclose Confidential Information without the prior consent of CSC. Moreover, CSC does not expect Covered Persons to disclose the Confidential Information of their former employers or clients.

Any Covered Person who possesses Confidential Information is prohibited from disclosing such information to anyone unless it is necessary to do so in the normal course of business. When Confidential Information is disclosed to persons outside CSC, those persons must sign a confidentiality and non-disclosure undertaking. Within CSC, efforts will be deployed to restrict Access to Confidential Information to those persons with a need to know and, if necessary, those persons will be informed that they must maintain its confidentiality.

Upon the termination of their employment with CSC, Covered Persons who were privy to Confidential Information have an obligation to continue to maintain its confidentiality and not to disclose such information to anyone, including their new employer.


For the purposes of this section, “Material Information” refers to any fact or information relating to (i) CSC or (ii) another company in which CSC holds interests or (iii) a company with which an important contract may be awarded which, if disclosed, (a) would significantly affect the market price or value of CSC debt securities or securities of a company listed on a stock exchange or a company with

which an important contract may be awarded, or (b) it would reasonably be expected to have such an effect.

The President and Chief Executive Officer, the Chief Financial Officer, the Executive Vice President are the designated official spokespersons for CSC. They can designate any other person to act as a CSC spokesperson.

Covered Persons who are not authorized spokespersons must refuse to respond to inquiries from the financial sector, the media, or any other parties, unless they have been specifically authorized or explicitly asked to do so or unless permitted or required by applicable law.

Until such time as Material Information related to CSC’s business activities has been made public, such information must not be disclosed to anyone, except to individuals in the normal course of business who need to know and are bound by an obligation to maintain its confidentiality. The exception made for disclosure in the “normal course of business” is to avoid unduly interfering with the business of the company. Generally, this exception involves communications with:

  1. salespeople, suppliers or strategic partners with respect to research and development, sales, marketing and procurement contracts;
  2. salaried Covered Persons, senior management and members of the Board of Directors;
  3. financial backers (e.g. bankers), legal counsel, auditors, financial advisors or other professional consultants;
  4. parties to negotiations (e.g. merger of companies);
  5. unions and industry associations;
  6. government agencies and non-government regulatory bodies;
  7. credit rating agencies (provided that the information is communicated to help the agency grant a rating and that the credit ratings granted by the agency are generally made public).

The laws governing CSC’s business activities contain prohibitions regarding the use of Material Information whether the information relates to CSC or a company with which it does business or information obtained by a Covered Person through its business relationship with a company.

5.1 The prohibitions under the law can be summarized as follows:

Except if it is necessary to do so in the normal course of business, it is illegal for anyone to inform in any way (including using traditional and social media) any other person of Material Information that has not been made public. It is also illegal for anyone to trade in listed securities of a company if that person possesses Material Information about such company and such information has not been made public. Accordingly, it is prohibited to trade in securities of a company until such Material Information has been fully released and a reasonable amount of time has elapsed since its public release. When in doubt as to what constitutes Material Information, Covered Persons should contact CSC’s Legal Department.

5.2 There can be legal sanctions for any breach of these requirements, and any person accused of having used Material Information in violation of the law can be held personally liable.


CSC and its Covered Persons must avoid any practice that may be deemed as a prohibited trade practice in violation of a law, or any other any prohibited practices or acts, including, without limitation, all laws relating to antitrust, unfair competition, or statutes such as the Foreign Corrupt Practices Act. Such acts or practices, for example, would be price fixing with one or more competitors, false or misleading advertising, offering a foreign public official a benefit of any kind in exchange for performing an act in the scope of his or her official duties or fraud.

CSC business must be conducted in accordance with the law. Any violation by a Covered Person of one or other of the above-mentioned laws or any other government- decreed law, regulation or directive may cause considerable harm to CSC and result in civil or criminal proceedings against CSC, its directors and/or Covered Persons, including damage rulings, fines and prison sentences, and lead to the revocation of permits or certificates. Information about the laws and regulations pertaining to trade practices may be obtained from the Legal Department of CSC.

The funds, products or services of CSC must not be used to encourage a representative of a government agency from any country whatsoever to commit an act or omission that contravenes a law in a country in which CSC does business or a law in the country of the representative of the government agency. A Covered Person who is aware of such a practice must promptly report such information to the immediate supervisor or to the Legal Department.


From time to time, CSC gathers information from the markets in which it does business, including information about its competitors, their products, and their services. A Covered Person must refrain from using illegal means to obtain confidential or exclusive information or manufacturing secrets belonging to the competition.


CSC is committed to treating its Covered Persons with dignity and respect, and promoting a healthy and safe work environment that offers open communication, training, opportunities for advancement, equitable treatment, and recognition of

achievements. CSC is also committed to ensuring equal employment opportunity and preserving the confidentiality of employee records.

Covered Persons who witness an accident during the fabrication, transportation or installation of CSC products must immediately inform emergency services, if warranted, and their supervisor, and provide these individuals with all information they have on the event. Covered Persons who witness a conduct or situation that is unsafe or a near miss must immediately inform their supervisor.

Harassment and discrimination will not be tolerated in the workplace. Covered Persons must contribute to establishing and maintaining safety, equity, and respect in a work environment free from harassment and discrimination, and any act of harassment or discrimination must immediately be brought to the attention of the management of CSC.

CSC is committed to respecting the privacy of its Covered Persons. However, if a Covered Person’s conduct impairs his or her work performance or affects CSC’s reputation or business interests, it becomes a corporate concern. CSC expects its Covered Persons and representatives to have consideration for CSC’s reputation and conduct themselves with the same degree of integrity off the job as is expected of them on the job, namely in their use of social media (provide that these expectations are in no way intended to limit any rights of expression under the National Labor Relations Act).

As specified in section 5 above, Covered Persons who are not official spokespersons for CSC must refuse to answer questions from the media relating to material non-public information unless an official spokesperson has specifically authorized or explicitly asked them to do so.


CSC is committed to dealing openly, honestly, fairly, and lawfully with its customers and suppliers. These principles must guide all the relationships that Covered Persons of CSC maintain with such customers and suppliers.


The respect and protection of the environment is an important value for CSC which, within all its activities, is dedicated to complying fully with laws governing the environment.

All Covered Persons must comply with environmental laws and play a significant role in enforcing the guidelines that the management of CSC may establish from time to time with respect to the environment. Covered Persons are encouraged to consult CSC’s Environmental Policy.


Covered Persons must take adequate care of any CSC property entrusted to them, safeguard such property, and protect it from theft, damage, waste, loss, destruction, and premature wear. CSC property and the time allocated for work on behalf of CSC must be used exclusively for CSC activities and must not, as a rule, be used for personal ends. Any questions regarding the proper use of CSC property should be addressed by a Covered Person to the immediate supervisor.


The security of information technology systems is essential to CSC’s success and competitiveness. Access to computer resources is restricted, and those persons who have access to such resources must not divulge their password and must not use information systems except for authorized commercial ends.


13.1 The CSC Board of Directors ensures that it takes the actions it deems appropriate to encourage an ethical corporate culture within CSC. The Board of Directors has delegated the President and Chief Executive Officer with the responsibility of ensuring compliance with the Code and of approving any departure from the Code.

13.2 The Code and the policies it refers to are found on the CSC web site and Intranet.

13.3 Compliance with the Code is an essential condition of employment, and any violation of the Code may result in appropriate disciplinary action, to be determined by the management of CSC, and may even lead to the dismissal of the Covered Person concerned. When in doubt as to the interpretation of the provisions of the Code, Covered Persons should address their questions to the Human Resources or the Legal Department of CSC. Any Covered Person who has violated the provisions of the Code, who is aware of an act in violation of the Code, who suspects the commission of such an act or who has doubts about a given situation must promptly report such information to the immediate supervisor or to the Human Resources Department.

13.4 Any director or Covered Person may from time to time be required to attest to the fact that he or she has complied with the provisions of the Code.


Confidentiality and Intellectual Property Agreement Canam Steel Corporation



The Covered Person must maintain the secrecy and confidentiality of all documents and information generally not available to the public and which he or she is privy to within the scope of or while performing his or her duties or rendering services and which concern the directors, officers, suppliers, or customers of the Company. The term “documents and information generally not available to the public” designates a technology, know-how, trade secret or any business of the Company, including drawings, proposals and any information related to the design, manufacture, marketing, promotion, distribution, sale, maintenance or billing of its products or services or to any other matter of a commercial, industrial, fiscal, or financial nature.

The Covered Person undertakes to refrain from disclosing or making available, directly, or indirectly, to any unauthorized person or entity, any information referred to above, regardless of whether it was developed by the Covered Person.

Upon the termination of employment or services, the Covered Person undertakes to immediately return to the Company all materials referred to above, including written notes, memorandums, email, and all tangible materials, including, but not limited to, correspondence, drawings, blueprints, manuals, letters, notebooks, reports, flowcharts, and proposals. The Covered Person agrees to refrain from keeping any copy or any information, regardless of whether it was developed by the Covered Person or not.


The Covered Person agrees that, during employment with the Company and for a period of one (1) year following the termination of employment, not to, directly or indirectly, solicit or persuade, or attempt to solicit or persuade, any current or future Covered Person of the Company to leave the Company for any reason whatsoever.


3.1 The Covered Person agrees that any product or concept (including, without limitation any product or idea that is the subject of a copyright, trademark, industrial design or patent, any computer software, invention, improvement, discovery, formula, process or any other idea, patented or not, registered or not, hereinafter called a “Work”) that the Covered Person has crested, designed or worked on, alone or with others, in the course of performing duties for or rendering services to the Company, shall be the sole and exclusive property of the Company.

3.2 The Covered Person hereby waives to the Company all rights with respect to any Work created or developed in the course of performing duties for or rendering services to the Company, to the extent that such a Work is directly or indirectly related to the activities or operations of the Company or any affiliated company.

3.3 The Covered Person shall, upon request and at no cost or expense to the Company, to complete any documents and to take any actions necessary to recognize or to ensure the recognition of such sole and exclusive rights of the Company.

3.4 The Covered Person shall refrain from making copies of computer software except as authorized by the Covered Person’s manager in the course of employment. The Covered Person recognizes that any breach of this section may lead to suspension or to the termination of employment or services.


To the best of his or her knowledge, the Covered Person affirms that the Covered Person is not party to any agreement and has no obligation which conflicts with the provisions of this Agreement.


The Covered Person undertakes to act honestly and in good faith towards the Company, to safeguard the best interests of the Company and, generally, to promote only the best interests and good reputation of the Company.


6.1 This Agreement comes into force on the earlier of the day the Covered Person is hired, or the Covered Person begins work for the Company. The Covered Person’s obligations under this Agreement shall survive the termination of employment, irrespective of the grounds for termination.

6.2 The Covered Person acknowledges that pecuniary damages alone shall not adequately compensate the Company should any provision of this Agreement be violated and, accordingly, the Covered Person agrees that, in the event of a violation, real or threatened, of any provision of this Agreement, the Company shall have the right to take recourse, including but not limited to taking out an injunction, demanding compliance with the provisions of this Agreement.