The Board of Directors of SkyDrive Inc.(together with its subsidiaries, “SkyDrive Group,” and each a “SkyDrive Group entity”) has adopted this Code of Ethics and Business Conduct (this “Code”) in order to:

1. promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
2. promote full, fair, accurate, timely and understandable disclosure in reports and documents that SkyDrive Group files with, or submits to, the applicable governmental authorities (the “Governmental Authorities”) and in other public communications made by SkyDrive Group;
3. promote compliance with applicable laws, rules, regulations, and guidelines;
4. promote the protection of SkyDrive Group’s assets, including corporate opportunities and confidential information;
5. promote the protection of human rights;
6. promote fair dealing practices;
7. deter wrongdoing; and
8. ensure accountability for adherence to this Code.

All Management Members and employees are required to be familiar with this Code, comply with its provisions and report any suspected violations as described below in Section 12, Reporting and Enforcement. For the purposes of this Code, “Management Member(s)” means director(s), Audit & Supervisory Board Member(s), and officer(s); and “employee(s)” means full-time or part-time employee(s) and other workforce member(s) at SkyDrive Group.

SkyDrive Group’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically.

Each Management Member and employee must act with integrity and observe the highest ethical standards of business conduct in their dealings with SkyDrive Group’s customers, suppliers, business partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing their job.

A conflict of interest occurs when an individual’s private interest (or the interest of a member of their family) interferes, or even appears to interfere, with the interests of SkyDrive Group as a whole. A conflict of interest can arise when an employee or Management Member (or a member of their family) takes actions or has interests that may make it difficult to perform their work for SkyDrive Group objectively and effectively. Conflicts of interest also arise when an employee or Management Member (or a member of their family) receives improper personal benefits as a result of their position in SkyDrive Group.

Loans by SkyDrive Group to, or guarantees by SkyDrive Group of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by SkyDrive Group to, or guarantees by SkyDrive Group of obligations of, any Management Member or their family members are expressly prohibited.

Whether or not a conflict of interest exists or will exist can be unclear, conflicts of interest must be avoided unless specifically authorized as described in Section 3.4.

Persons other than Management Members who have questions about a potential conflict of interest or who become aware of an actual or potential conflict must discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor or the Chief Executive Officer/the President at the SkyDrive Group entity. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Chief Executive Officer/the President with a written description of the activity and seeking a written approval of the Chief Executive Officer/the President. If the supervisor is themself involved in the potential or actual conflict, the matter must instead be discussed directly with the Chief Executive Officer/the President. Management Members must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Board of Directors of SkyDrive Inc. and must report the material facts on the relevant transaction with respect to the conflict of interest to the Board of Directors of SkyDrive Inc. without delay after such transaction.

Management Members and employees must comply, both in letter and spirit, with all applicable laws, rules, regulations, and guidelines in the cities, prefectures/states and countries/regions in which SkyDrive Group operates as well as all applicable internal policies, rules, and guidelines at SkyDrive Group.

If a Management Member or employee is uncertain what laws, rules, regulations and guidelines or SkyDrive Group internal policies, rules and guidelines apply to them or if he or she believes there may be a conflict between different applicable laws, such Management Member or employee must consult with the Legal Group of the Corporate Management Department at SkyDrive Inc. and/or the administrative department at the relevant SkyDrive Group entity before proceeding.

Each Management Member and employee must always abide by all applicable antitrust laws and competition laws (“Antitrust Laws”). SkyDrive Group does not seek competitive advantages through illegal or unethical business practices. Antitrust Laws are designed to protect customers and the competitive process and generally prohibit SkyDrive Group from:

1. establishing price fixing arrangements with competitors or resellers;
2. sharing pricing information or other competitive marketing information (including production and inventory information) with competitors or allocating volumes, markets, or clients with competitors;
3. entering into agreements with competitors or clients to boycott particular suppliers, customers or competitors; and
4. establishing a monopoly or attempted monopoly through anticompetitive conduct. Noncompliance with Antitrust Laws can have extremely negative consequences for SkyDrive Group. If a Management Member or employee has questions regarding Antitrust Laws or is uncertain whether a contemplated action raises unfair competition or antitrust issues, such Management Member or employee shall contact the Legal Group of the Corporate Management Department at SkyDrive Inc.

Each Management Member and employee must fully comply with all applicable anti-corruption laws, including the Criminal Law and the Unfair Competition Prevention Act of Japan, the U.S. Foreign Corrupt Practices Act (“FCPA”), and the UK Bribery Act, which apply globally. Management Members and employees must not provide public officials or persons in a similar position with any economic benefits or anything of value, such as money or gifts, for the purpose of securing any improper advantage or exceed the range of normal social courtesies. Management Members and employees must not pay any agent, advisor or consultant any money, gifts, or other benefits (or anything of value) which they have reason to know will be used for influencing public officials or persons in a similar position in an unlawful manner. If a Management Member or employee is uncertain about the appropriateness of the actions, such Management Member or employee shall contact the Legal Group of the Corporate Management Department at SkyDrive Inc.

No Management Member or employee may purchase or sell any securities of a SkyDrive Group entity without prior authorizations or approvals of the Board of Directors while in possession of material nonpublic information regarding SkyDrive Group, nor may any Management Member or employee purchase or sell another company’s securities while in possession of material nonpublic information regarding that company. It is against SkyDrive Group policies and illegal for a Management Member or employee to use material nonpublic information regarding SkyDrive Group or any other company to:

1. obtain profit for themselves; or
2. directly or indirectly “tip” others who might make an investment decision on the basis of that information.

SkyDrive Group respects human rights of SkyDrive Group’s stakeholders affected by corporate activities and contributes to the effective abolition of child labor and the elimination of forced labor. SkyDrive Group strictly prohibits the use of child labor and/or forced labor in its supply chain. It is the policy of SkyDrive Group not to enter a business relationship with any suppliers, business partners, or other service providers that use or are suspected of using any form of child labor and/or forced labor, including in their own supply chains.

SkyDrive Group affords equal employment opportunity to all qualified persons without regard to any impermissible criterion or circumstance. This means equal opportunity in regard to each individual’s terms and conditions of employment and in regard to any other matter that affects in any way the working environment of the employee. SkyDrive Group does not tolerate or condone any type of discrimination prohibited by law, including harassment. It is the policy of SkyDrive Group to treat all Management Members and employees with respect and dignity. SkyDrive Group prohibits any form of harassment including harassment based on an employee’s gender, race, national origin, religion, age or disability.

SkyDrive Group’s periodic reports and other documents filed with the Governmental Authorities, including all financial statements and other financial information, must comply with applicable securities laws and rules.

Each Management Member and employee who contributes in any way to the preparation or verification of SkyDrive Group’s financial statements and other financial information must ensure that SkyDrive Group’s books, records and accounts are accurately maintained. Each Management Member and employee must cooperate fully with SkyDrive Group’s accounting and internal audit departments, as well as SkyDrive Group’s independent public accountants and counsel.

Each Management Member and employee who is involved in SkyDrive Group’s disclosure process must:

1. be familiar with and comply with SkyDrive Group’s disclosure controls and procedures and its internal control over financial reporting; and
2. take all necessary steps to ensure that all filings with the Governmental Authorities and all other public communications about the financial and business condition of SkyDrive Group provide full, fair, accurate, timely and understandable disclosure.

All Management Members and employees must protect SkyDrive Group’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on SkyDrive Group’s profitability and are prohibited.

All SkyDrive Group’s assets must be used only for legitimate business purposes. Any suspected incident of fraud or theft must be reported for investigation immediately.

SkyDrive Group’s assets also include proprietary information, such as confidential information held by the SkyDrive Group. Using, disclosing, or leaking such information without the company’s approval is prohibited under SkyDrive’s internal regulations, and depending on the circumstances, may constitute an illegal act and result in penalties.

All Management Members and employees owe a duty to SkyDrive Group to advance its interests when the opportunity arises. Management Members and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of SkyDrive Group’s assets, property, information or position. Management Members and employees may not use SkyDrive Group’s assets, property, information or position for personal gain (including gain of friends or family members). In addition, no Management Member or employee may compete with, or engage in any activities that conflict with the interests of, SkyDrive Group.

Management Members and employees must maintain the confidentiality of information entrusted to them by SkyDrive Group or by its customers, suppliers or business partners, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes all nonpublic information (regardless of its source) that might be of use to SkyDrive Group’s competitors or harmful to SkyDrive Group or its customers, suppliers or business partners if disclosed.

Each Management Member and employee must deal fairly with SkyDrive Group’s customers, suppliers, business partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing their job. No Management Member or employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.

SkyDrive Group will maintain a resolute stance against antisocial forces and organized crime groups and will not engage in any form of transactions with antisocial forces, organized crime groups, and/or business partners related to antisocial forces and/or organized crime groups. SkyDrive Group will not be involved in any criminal activity, such as terrorism or money laundering.

Reporting and Investigation of Violations.

1. Actions prohibited by this Code involving a Management Member must be reported to the Compliance and Risk Management Committee of SkyDrive Inc. (and the compliance committee of the relevant SkyDrive Group entity, as applicable) (collectively, the “Compliance Committees”).
2. Actions prohibited by this Code involving anyone other than a Management Member must be first reported to the Chief Executive Officer/the President at the SkyDrive Group entity directly or through the reporting person’s supervisor, the Whistleblowing Systems, the Compliance Investigation Committee, or other available methods or channels at the SkyDrive Group entity, and then must be reported to the Compliance Committees.
3. After receiving a report of an alleged prohibited action, the Compliance Committee(s) must promptly take all appropriate actions necessary to investigate.
4. All Management Members and employees are required to cooperate in any internal investigation of misconduct and must not obstruct or interfere with such investigation.

Enforcement.

1. SkyDrive Group must ensure prompt and consistent action against violations of this Code.
2. If, after investigating a report of an alleged prohibited action by a Management Member, the Compliance Committee(s) determines that a violation of this Code has occurred, the Compliance Committee(s) will report such determination to the Management Meeting of SkyDrive Inc. as well as the Board of Directors of SkyDrive Inc.
3. If, after investigating a report of an alleged prohibited action by any other person, the Compliance Committee(s) determines that a violation of this Code has occurred, the Compliance Committee(s) will report such determination to the Management Meeting of SkyDrive Inc. as well as the Board of Directors of SkyDrive Inc. as needed.
4. Upon receipt of a determination that there has been a violation of this Code, the Board of Directors, the Management Meeting, the Compliance Committee(s) and/or the Chief Executive Officer/the President at the SkyDrive Group entity will take such preventative or disciplinary action as deemed appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.

Waivers.

1. Subject to the applicable laws and rules, each of the Board of Directors, the Management Meeting and other independent committees assigned by the relevant SkyDrive Group entity may, in its discretion, determine disciplinary measures or waive or mitigate any violation of this Code.
2. Any waiver for a Management Member shall be disclosed as required by the applicable laws and rules.

Prohibition on Retaliation.

SkyDrive Group does not tolerate acts of retaliation against any Management Member or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code and who cooperates in the internal investigation of misconduct or violation.