INTERPUBLIC GROUP CODE of CONDUCT Table of Contents

INTERPUBLIC GROUP CODE OF CONDUCT Table of Contents

3 LETTER FROM THE CEO 35 ALL ABOUT OUR CLIENTS AND BUSINESS PARTNERS 4 FOLLOWING THE CODE Ethical Sales Practices Fair Purchasing Practices 5 SEEKING GUIDANCE Competition Laws AND REPORTING Protection of Third-Party Information POTENTIAL VIOLATIONS Non-Retaliation 40 ALL ABOUT INTEGRITY Disciplinary Action Anti-Corruption Laws Additional Expectations for Managers Trade Controls and Economic Sanctions Anti-Boycott 10 ALL ABOUT OUR TALENT Anti-Money Laundering and Anti-Terrorist Financing Respect for Diversity Political Activities Discrimination Lobbying Activities Harassment Personal Relationships 45 WAIVERS AND AMENDMENTS Workplace Safety and Health

46 CONCLUSION 15 ALL ABOUT OUR COMMUNITIES Sustainability 48 Compliance Certification Form Community Involvement for the Code of Conduct

18 ALL ABOUT TRANSPARENCY 49 Compliance Report Form Our Shareholders Conflicts of Interest Gifts and Entertainment Asset Protection Acceptable Use of IPG Systems Business Records Accurate Communications Insider Trading

IPG Code of Conduct (version 3.1) — P 2 Letter from the CEO

MICHAEL I. ROTH CHAIRMAN AND CEO, INTERPUBLIC

Dear Colleagues,

Our business is based on relationships In addition to the Code itself, there are and trust. To ensure the best and most several resources available to help you honest relationships with all of our navigate challenging situations at work. stakeholders, we must operate with We encourage you to read the Code, integrity and transparency in all of our and if you have questions about it or interactions. Our Code of Conduct forms about situations you encounter, talk with the foundation of how we should do your manager, your local human resources business on a day-to-day basis. director, the IPG Legal Department or our Chief Risk Officer. Our business is more global than ever before, and our world and political climate It is only when we operate with integrity and are more complex. Understanding that, we trust that we can do our jobs as effectively have updated our Code to reflect these and successfully as possible. Thank you for types of changes. At its core, the Code reading the Code and for certifying your is designed to provide guidance for all acknowledgment of it, and for doing your of us as we go about our work on a daily part to contribute to our success. basis, particularly in situations that may be challenging or uncomfortable. The Code helps ensure that we operate ethically and respectfully with our colleagues, our Michael I. Roth clients and our vendors. Chairman and CEO, Interpublic

IPG Code of Conduct (version 3.1) — P 3 Following the Code

At IPG, we take pride in our reputation Each of us must take care to know and for creativity, and our high moral and follow the policies, procedures and ethical standards. We have built this laws that apply to our particular job reputation by adhering to sound and functions. Laws and regulations are equitable business ethics and a set of complex and subject to change, and values shared by all of our companies, often vary from one country to the next. agencies, subsidiaries and affiliates. The IPG policies may also be subject to Code of Conduct (“Code”) serves as a change, and may vary depending on our statement of our continued commitment location. You can find many applicable to acting with transparency and and up-to-date policies in Interpublic’s integrity in all of our business dealings. Standard Policies and Procedures (SP&Ps) For purposes of the Code, “IPG” or at http://inside.interpublic.com. If you “Interpublic” means the entire Interpublic need more help to determine whether network, or the agency/”Business Unit” an action is lawful or ethical, seek that employs you, as applicable. advice from the IPG Legal Department or one of the other resources listed The Code is not a comprehensive in “Seeking Guidance and Reporting document that addresses every ethical Potential Violations.” issue that we might face or all of the laws and policies that apply to all IPG We seek out suppliers, consultants, businesses. Instead, the Code embodies freelancers and other business partners the general standards of conduct that that share Interpublic’s values and ethical have always been and continue to be standards, and uphold the Code in the expected of all IPG employees, officers work they do for IPG. If you believe that and directors in our day-to-day activities. any of these partners are not meeting These standards guide our interactions these standards, you are strongly with each of our stakeholders to promote encouraged to report the situation. collaboration and growth. In addition, For further details, please see the the Code provides us with resources to following policies: Global Sourcing & use when we have questions or concerns. Procurement (SP&P 380), The Supplier We are all expected to certify our Code of Conduct (SP&P 382) and compliance with the Code annually. Third-Party Intermediaries (SP&P 310).

IPG Code of Conduct (version 3.1) — P 4

SEEKING GUIDANCE AND REPORTING POTENTIAL VIOLATIONS

IPG promotes open communication at all times and encourages employees to seek guidance in instances where further clarification on the principles and policies found in the Code is needed to ensure compliance.

IPG Code of Conduct (version 3.1) — P 6 SEEKING GUIDANCE AND REPORTING POTENTIAL VIOLATIONS

While engaging in your day-to-day business activities, you may find yourself in a situation where you are unsure of NON-RETALIATION the right course of action. Your good judgment, along with Under no circumstances will the Code and other Interpublic policies, may be sufficient you face retaliation for making guides. If your situation is more complex, seek guidance. a good-faith report. Reporting in “good faith” means you have To obtain guidance, you should first consult your given all of the information immediate manager. Face-to-face communication is often you have, and your report is the best way to resolve work-related problems. sincere. Additionally, under no circumstances will you If you are uncomfortable talking to your manager or still face retaliation for reporting have concerns after doing so, you should consult another information concerning a manager you trust or any of the following contacts: potential violation of applicable law or regulation to a government — Your local Human Resources Director or regulatory entity, and you are — The IPG Human Resources Department not required to inform IPG that — The IPG Legal Department you intend to, or have, made any — The Chief Risk Officer such report.

If you become aware of a situation that may involve a If you believe you have been the violation of the Code, IPG policy or any applicable law subject of retaliation, contact or regulation, you are required to report it to any of these anyone listed in this section. contacts. In accordance with our policy and local law, Disciplinary action will be taken you may also make a report by contacting our Alertline at against anyone who retaliates 1-800-828-0896 (if you are located in the United States) directly or indirectly against or via web form. If you wish to make a call from any other any employee as a result of a location, please see http://inside.interpublic.com, and good-faith report, participation click on the box for the Alertline on the home page. in an investigation, or for You may make your report anonymously if you choose reporting information concerning and where allowed by local law. Please remember a potential violation of applicable that reporting anonymously may limit IPG’s ability to law or regulation to a government investigate your concerns. or regulatory entity.

All reports will be investigated promptly and thoroughly, and appropriate corrective or disciplinary action will be applied whenever necessary. If requested, you will be expected to participate in an investigation of a report. You may receive follow-up information about the outcome of such an investigation, as allowed by local law.

For more information, please see the Communication of Financial Impropriety and IPG Alertline Policies (SP&P 550 and 556).

IPG Code of Conduct (version 3.1) — P 7 SEEKING GUIDANCE AND REPORTING POTENTIAL VIOLATIONS

DISCIPLINARY ACTION ADDITIONAL EXPECTATIONS Director, the Corporate Human To maintain the highest FOR MANAGERS Resources Officer, the IPG Legal standards of integrity, we must IPG managers must strive Department or the Chief Risk dedicate ourselves to complying to create a positive work Officer, and work to resolve with the Code, IPG policies and environment through both words the issue. procedures, and applicable laws and actions. They are expected and regulations. Please note to serve as ethical role models Managers who know about, or that failure to do so can have by exemplifying IPG’s values should know about, misconduct serious consequences, including at all times. They must also and do not act promptly to disciplinary action, up to and communicate the importance of report and correct the situation including termination. the Code and ethical conduct will be subject to disciplinary to others, including employees, action. Managers must never The extent of any disciplinary business partners, suppliers, engage in or tolerate retaliatory measures will depend on the consultants and freelancers. acts made against anyone circumstances of the violation. working on IPG’s behalf, and are All discipline will be applied in Managers should strive to build expected to clearly communicate a manner consistent with IPG’s a work environment in which IPG’s non-retaliation policy. policies and practices, as well employees feel comfortable as the law. asking for help and raising concerns about compliance and It is also important to note that ethics. They must also be alert applicable regulatory authorities to any situations or actions that may impose fines, and criminal or may violate the letter or spirit of civil penalties, on IPG and at-fault the Code or IPG policy, or may individuals. damage Interpublic’s reputation.

It is important that managers take immediate action to address such situations. When managers receive reports of a situation that is unethical, or suspect that one exists, they must promptly notify their local Human Resources

IPG Code of Conduct (version 3.1) — P 8

ALL ABOUT OUR TALENT

We strive at all times to promote an inclusive work environment that fosters creativity, encourages collaboration and promotes growth. As such, we aim to treat all of our colleagues with fairness, dignity and respect.

IPG Code of Conduct (version 3.1) — P 10 ALL ABOUT OUR TALENT

RESPECT Q&A RESPECT FOR DIVERSITY DISCRIMINATION We value diversity by building IPG succeeds as a result of our on and embracing the different creative, diverse workforce. QUESTION talents and strengths we each Our mixed backgrounds, views bring to the table, and we thrive and talents enrich Interpublic Mark attends weekly lunch in a collaborative environment that as a whole and help each of us meetings with his team that are catered by the agency. encourages growth. Interpublic achieve executional excellence. Mark requested a vegan established the industry’s first We therefore must be committed lunch due to a religious office of global diversity and to equal employment opportunity practice. His manager inclusion to support us in these and fair treatment. We must make laughed and poked fun efforts and we remain committed all employment decisions based at his request. Mark feels to this important initiative. on job-related qualifications and offended and helpless. At without regard to any legally the next meeting he still does not have a vegan As a participant in the United protected status, such as race, option. What should he do? Nations Global Compact, IPG color, gender, age, national supports the protection of origin, religion, creed, sexual ANSWER human rights and eliminating orientation, gender identity, discrimination. We respect marital status, citizenship, Mark should report his the International Labour disability, veteran status, and any manager’s comments to a Organization (ILO) Conventions on other legally protected status. manager he trusts, his local Human Resources Director, discrimination and equal pay. We must avoid all discriminatory the IPG Human Resources treatment based on any legally Department, the IPG Legal protected status. Such treatment Department, the Chief Risk is unacceptable and contrary to Officer or the Alertline right IPG’s policy and our commitment away. Mark’s manager’s to treat one another fairly. comments are offensive and For more information, see the will not be tolerated at IPG. Anti-Harassment and Equal Employment Opportunities Policy (SP&P 400).

If you know or suspect that unlawful discrimination has occurred, report the situation immediately to a manager you trust, your local Human Resources Director, the Corporate Human Resources Officer, the IPG Legal Department, the Chief Risk Officer or the Alertline. Please keep in mind that you will not experience retaliation for making a good-faith report.

IPG Code of Conduct (version 3.1) — P 11 ALL ABOUT OUR TALENT

HARASSMENT Q&A “…to ensure that HARASSMENT all employees can We must also avoid unlawful workplace harassment, such as QUESTION enjoy workplaces unlawful harassment based on that are respectful any protected status, whether Sally, a Senior Analyst, has and supportive. physical, visual or verbal. IPG will a chat group on Facebook where she communicates not tolerate this behavior in any This is about more with some of her colleagues than violations of location. “Harassment” includes and friends. Sally pokes fun local laws—we behavior that has the purpose or at Melissa’s religious garb effect of unreasonably interfering by sending a GIF that she strive to support a with another’s work performance created using a picture of higher standard of or creating an offensive, Melissa that she took while inclusion…Ultimately, intimidating or hostile work in the office. Most people in the chat group found the environment. Although in many we all perform best GIF funny, but Melissa finds and serve our clients cases harassment is a pattern of it offensive. Do Sally’s jokes most effectively behavior, even one word or act constitute harassment? may constitute impermissible when we operate in and/or illegal harassment. ANSWER an environment free from harassment and If you are being harassed or Sally’s conduct may be considered harassment know or suspect someone where behavior to because it creates an the contrary will not else is, report your concerns offensive work environment be tolerated.” immediately to a manager you for Melissa (and anyone else trust, your local Human Resources who may be offended). Sally Director, the Corporate Human probably doesn’t mean to — MICHAEL ROTH Resources Officer, the IPG Legal offend anyone with her jokes, CHAIRMAN AND CEO, IPG Department, the Chief Risk and may think that they’re okay to share because it is on Officer or the Alertline. You a personal chat group with will not experience retaliation her friends and colleagues. for making a good faith report. If Melissa feels comfortable For more information, see the doing so, she should talk to Anti-Harassment and Equal Sally about the situation. If Employment Opportunities Melissa’s not comfortable speaking with Sally, or if she Policy (SP&P 400). does and she doesn’t stop, Melissa should discuss her concerns with a manager she trusts, her local Human Resources Director, the Corporate Human Resources officer, the IPG Legal Department, the Chief Risk Officer or the Alertline.

IPG Code of Conduct (version 3.1) — P 12 ALL ABOUT OUR TALENT

PERSONAL RELATIONSHIPS WORKPLACE SAFETY As part of our commitment to To succeed as a team, we must AND HEALTH providing a safe workplace, we all treat one another fairly. For We are committed to high are expected to conduct all IPG this reason, we should avoid standards of safety and employee business free from the influence having personal relationships protection. We each have a of any substance that could at work that may harm our responsibility to meet this impair our job performance. This ability to make sound, objective commitment by following all IPG includes alcohol, illegal drugs, business decisions. This means safety procedures, as well as controlled substances and, in that none of us may have direct applicable laws and regulations certain instances, prescription decision-making authority over designed to promote workplace medication. In addition, we another family member, close safety. If you are aware of unsafe may not sell, manufacture friend or romantic partner. Even working conditions, report or distribute illegal drugs or indirect reporting relationships the situation to your manager prescribed medication in our between family members, close immediately. workplace. These rules apply friends and romantic partners are to all persons on IPG premises discouraged. Be careful to avoid To promote a safe workplace, at all times. Moderate alcohol even the appearance of bias. If we must never tolerate or consumption at authorized IPG any such situation arises, disclose engage in any form of violence. events is allowed, but remember it promptly. Failure to do so may “Violence” includes threats or your judgment or ability to subject you to disciplinary action. acts of violence, intimidation or perform your work duties must attempts to instill fear in others. not be impaired and that all If you know of actual or potential other IPG policies apply in workplace violence, report your those circumstances. For more concerns immediately. If you information, see the Substance believe someone is in immediate Abuse Policy (SP&P 401). danger, please contact the local authorities. For more information, see the Weapons and Workplace Violence Policy (SP&P 417).

IPG Code of Conduct (version 3.1) — P 13

ALL ABOUT OUR COMMUNITIES

IPG takes its responsibilities as a global corporate citizen seriously. As such, each of us should aim at all times to be active citizens of our communities, and to uphold international laws through integrity of action.

IPG Code of Conduct (version 3.1) — P 15 ALL ABOUT OUR COMMUNITIES

SUSTAINABILITY Supplier Diversity Promoting COMMUNITY INVOLVEMENT We take our social diversity and inclusion within IPG strongly encourages all of us responsibilities seriously, and Interpublic and among to become actively involved in are committed to growing our business partners is a the life of the communities where our business in a sustainable fundamental principle of our we live and work. We may do so fashion. We believe that diversity, organization. An important by sponsoring and participating environmental stewardship and part of that commitment is in initiatives that improve the local business development are working closely with firms that quality of life of our colleagues of utmost importance, and we reflect the diversity of our and neighbors. However, we must constantly seek new ways to communities and clients. To be careful to never pressure or fulfill our responsibilities to the that end, we actively seek out coerce a colleague to contribute environment. Our Corporate and provide opportunities for to or otherwise participate in any Social Responsibility program qualified, reliable and diverse charitable organization. operates across nearly all of our business owners. companies, and is an ongoing example of how we live our We seek only those suppliers values as a corporate citizen and that share our commitment to a member of our communities. sustainability and environmental stewardship. We encourage our suppliers to adopt environmentally friendly Environmental Stewardship policies. In addition, we look for Our commitment to our opportunities to support local communities means that we suppliers whenever possible, all must strive to minimize any striving to boost the economy in negative effects our work our communities and to minimize might have on the environment. the environmental impact of This means we must comply with transportation. all applicable environmental laws and regulations wherever we do business. We also strive to exceed such legal requirements by working to fulfill sustainability- inspired principles, such as implementing recycling programs and energy usage guidelines. We must all operate with respect for the environment and work to further IPG’s goal of being an industry leader in sustainability.

IPG Code of Conduct (version 3.1) — P 16

ALL ABOUT TRANSPARENCY

We dedicate ourselves to promoting growth by ensuring transparency and accountability in all of our business records, actions and decisions.

IPG Code of Conduct (version 3.1) — P 18 ALL ABOUT TRANSPARENCY

OUR SHAREHOLDERS CONFLICTS OF INTEREST Doing Business with Family and Each of us are expected to A conflict of interest occurs Friends A conflict of interest responsibly perform work when our personal or family can arise if you, or your spouse, on behalf of IPG to enhance interests interfere—or appear partner, relative or other member shareholder value while to interfere—with our ability to of your household, have a complying with all regulations make sound business decisions personal stake in a company and laws. The Code outlines on behalf of Interpublic. We that is an actual or potential our shared responsibility to need to avoid any situation that IPG supplier, client, contractor comply with applicable laws creates even the appearance or competitor. If your spouse, and regulations, and protect of bias. Apparent conflicts of partner or relative, or a member IPG’s interests during all of our interest can be as damaging to of your household, works for a business dealings. IPG’s reputation for honesty supplier, client or competitor, and integrity as an actual disclose the situation on the conflict of interest. Compliance Report Form.

It is important to note that You must never use your merely having a conflict of position at IPG to improperly interest may not be a violation influence the bidding process of the Code, but failing to or negotiation with a potential disclose that conflict is. If you client or supplier in any way. feel that an actual or apparent If you are directly involved in conflict of interest exists, supplier selection and have a report it immediately using potential conflict of interest, the Compliance Report Form notify your manager immediately attached to the Code. and remove yourself from the decision-making process. This section discusses several common situations where conflicts of interest can occur. If your situation is not covered, ask yourself whether you could be accused of putting your own interests ahead of IPG’s. If you are still in doubt, disclose the situation. For more information, please see the Related Parties and Conflict of Interest Policy (SP&P 557).

IPG Code of Conduct (version 3.1) — P 19 ALL ABOUT TRANSPARENCY

OUTSIDE ACTIVITIES Q&A Outside Employment and Corporate Opportunities Activities At times, taking Through your work or through outside employment may create contacts with clients, suppliers, QUESTION a conflict of interest. You may contractors, consultants or other not take another position that business partners, you may Jen, a Copywriter at an interferes with your ability to do discover an opportunity to make IPG digital agency, has her own app development your job at IPG, nor should work a purchase or an investment company. Some of the performed for another company in which Interpublic might be services that Jen’s company be completed while working interested. You must not act performs is similar to on IPG’s premises, using IPG privately on such an opportunity the services offered by resources or during your work until IPG has had the opportunity the agency, although not hours. If you are contemplating to evaluate it and has declined the copy-work that she taking outside work that could in it. In order to allow IPG sufficient specifically performs. Jen receives a request to work any way interfere with your job time to evaluate its options, on a small startup’s app. duties, speak with your manager you must promptly disclose They are not current IPG first. None of us may take outside investment opportunities to agency clients. Is this okay? employment with a supplier or your manager or the Corporate competitor of IPG. Development department. ANSWER

Serving on the board of directors Perhaps. Because Jen’s personal company offers or a similar body for an outside similar services to those company requires the advance offered by the IPG agency approval of the Chief Executive that she works for, she may Officer of your Business Unit and be competing with IPG IPG’s Legal department. without even knowing she’s doing so. If this is We are encouraged to be active true, it poses a conflict of interest that may not be citizens of our communities by permissible. Jen needs serving on boards of non-profit to disclose her outside or community organizations. This employment right away. does not require prior approval, as long as it does not interfere with your ability to do your work.

IPG Code of Conduct (version 3.1) — P 20 ALL ABOUT TRANSPARENCY

GIFTS Q&A GIFTS AND ENTERTAINMENT “Gifts” include items of value, Business gifts and entertainment travel, lodging, favors and are courtesies designed to build services, as well as meals or QUESTION good working relationships with entertainment if the host does clients and suppliers. However, we not attend. You may offer or Rebecca, a Production must exercise caution when giving accept gifts if they are: Manager, loves Nerox, a London-based rock band. and receiving such courtesies, A major supplier that Rebecca since doing so can give rise to — Not intended to influence a use to frequently work with actual and apparent conflicts business decision; offers her tickets to the show of interest. Such activity is not and backstage passes, which appropriate if it creates or appears — Nominal in value she knows costs a fortune. to create an obligation, makes (or have been properly What should she do? the giver or the recipient appear approved in accordance ANSWER biased, or is done with the intent with our Gift Policy); to influence a business decision. Rebecca should not accept — Infrequent; the tickets to Nerox. This may be considered an — In good business taste; inappropriate gift. Receiving costly gifts may make us — Unsolicited; and biased or affect our business judgment, or may give the appearance of doing so. — Not cash.

For additional guidance, please see the Related Parties and Conflict of Interest policy (SP&P 557) and the Gift Policy (SP&P 118).

IPG Code of Conduct (version 3.1) — P 21 ALL ABOUT TRANSPARENCY

These rules apply to all of us ENTERTAINMENT Q&A “Entertainment” includes events year round, even during the where both the person offering holidays. There may be situations and the person accepting attend. where we have a prior personal QUESTION Examples include meals, sporting relationship with a client or events or golf outings. We may supplier. In these cases, use Veronica, an Account offer or accept entertainment good business judgment as to Executive, is responsible for negotiating contracts if it is: whether a gift or entertainment with our suppliers. During is appropriate. If you are giving the holiday season, a — Irregular or infrequent; a gift or entertainment to a sales representative for a client or supplier, consider potential supplier invites — Offered to enhance the the client or supplier’s gift Veronica to a lavish holiday business relationship and policies to avoid putting the party held at an expensive not to influence a business recipient in an awkward position. resort. All expenses will be paid by the supplier. The decision; Finally, if you are offered a sales representative jokes gift or entertainment that is that this is a “fun” event and — Unsolicited; inappropriate, you should no business talk is allowed. decline. Contact your manager, Can Veronica attend? — In a setting that is appropriate your local Human Resources for a business discussion; and Director, the Corporate Human ANSWER Resources Officer, the IPG Legal No, Veronica shouldn’t — Reasonable. Department, the Chief Risk accept the invitation. Officer or the Alertline, if you The party is elaborate and For additional guidance, please see have any questions or concerns outside the normal course the Related Parties and Conflict about gifts or entertainment. of business, since talk about of Interest policy (SP&P 557) and business obviously isn’t on the Gift Policy (SP&P 118). Rules governing the giving of gifts the agenda. In addition, and entertainment to government if Veronica attends the party and then finalizes a employees are considerably contract with that supplier, stricter. If you regularly interact it may appear as if the with government employees at invitation was intended to any level, you should familiarize sway her decision. yourself with the “Anti-Corruption Laws” section of the Code and corresponding policies.

IPG Code of Conduct (version 3.1) — P 22 ALL ABOUT TRANSPARENCY

ASSET PROTECTION Physical Assets It is important TIPS TO ENSURE ASSET We also have obligations when that each of us work to PROTECTION: using IPG’s property. We are each protect Interpublic’s physical accountable for the careful use assets—including its facilities, Keep your devices with you and within sight at all times. of IPG property, which includes funds, equipment, inventory not only physical property, but and supplies—from theft, Avoid keeping your also data, electronic media, damage, loss or misuse at all company-issued devices computing and communications times. We may not remove this (mobile phones, tablets, etc.) devices, as well as human property from IPG premises in your checked luggage on resources. We must also take without permission or use it for the plane. steps to protect IPG’s brand inappropriate purposes. Lock your laptop in the safe identity—or, how we look and or your suitcase if you leave sound to our audiences—by it in your hotel room. safeguarding the branding and names of Interpublic and each of Ensure all devices have our agencies. strong passwords/pins.

Always lock your devices when not in use.

Only connect to trusted wireless networks and avoid un-encrypted public networks.

Utilize IPG’s VPN to secure your connection when you’re on a public Wi-Fi network.

Disable Bluetooth/Wi-Fi when not in use.

Do not loan your devices to anyone, or attach unknown devices such as USB drives.

IPG Code of Conduct (version 3.1) — P 23 ALL ABOUT TRANSPARENCY

CONFIDENTIAL INFORMATION Q&A Confidential Information We must also safeguard IPG’s and its clients’ confidential and QUESTION QUESTION proprietary information (see the section below on Protection What constitutes What steps should I follow to of Third-Party Information and confidential information? protect confidential information? Property). We are in a creative ANSWER ANSWER business, so it is especially important that we take this Confidential information Simple steps can go a long way requirement very seriously. can take many forms to reduce exposure. To protect Such information, when properly and includes information confidential and sensitive protected, can give us a identified or treated as information, be sure to: competitive advantage. We also confidential, proprietary or trade secret. This Never divulge your password or have contractual obligations information is generally not access codes to anyone or let to safeguard our clients’ available to the public and anyone use your accounts; information. A breach of this includes internal business obligation can result in adverse information, such as contract Be cautious when discussing this consequences. documentation, business information on your cell phone processes, and corporate or with a colleague in public Confidential information that strategies and plans. places or open areas within IPG; is disclosed prematurely or If you have any question Label internal and external inappropriately, could expose about whether certain documents clearly and us to severe financial harm or information must be appropriately; legal liability. As discussed in protected, please consult the “Asset Protection” section with your manager before Back up critical information; of the Code, we may only reveal sharing with any third party. confidential information to Store confidential materials in locked cabinets; authorized colleagues or outside parties that have signed a Be cautious when using public confidentiality or non-disclosure Wi-Fi; agreement (NDA) and have a business need to know it. Turn off your computer when it We also expect you to honor is not in use; confidentiality obligations that Never leave confidential you may have as a result of your information in plain sight, employment prior to IPG. For unattended or where they could more information, please see the be lost or stolen; and Information Classification Policy (SP&P 625) and the Acceptable Carefully destroy records by Use and User Responsibilities shredding them or using a comparable method. Policy (SP&P 662).

IPG Code of Conduct (version 3.1) — P 24 ALL ABOUT TRANSPARENCY

INTELLECTUAL PROPERTY Q&A Ownership of Work Product ACCEPTABLE USE OF IPG and Intellectual Property SYSTEMS QUESTION We are proud of the work Computers and electronic product we create including information are essential tools in Kramer worked with his the intellectual property our line of work. However, there team to create an algorithm (IP) contained in such work are several restrictions we must for artificial intelligence product, which encompasses follow to protect data privacy data collection for one of IPG’s clients. He did a all patents, trademarks, service and security when using these majority of the work, and marks, copyrights, ideas, trade tools. Simply put, we must use is disappointed to learn secrets, processes, inventions all IPG-supplied technologies that IPG has decided not or improvements. IPG or its with our values in mind and for to use the algorithm. When Business Units retain exclusive appropriate business purposes. he resigns to join a new ownership of all the work product This remains true after working company, Kramer assumes and IP contained in such work hours and when we are traveling that he can use these programs with his new product that you conceive in on business. Although limited company, since he created relation to or within the scope of personal use is permitted, it them and IPG has never your work with IPG or its Business must not interfere with our job used them. Is this true? Units. To the extent permitted responsibilities. by law, from the moment of ANSWER creation, you assign and waive all rights, title and interest in any No. Although Kramer developed these programs, such work product and IP, in favor they’re IPG’s IP and work of IPG and/or its Business Units, product. Kramer must return and you must assist IPG and/or any and all of Interpublic’s its Business Units in obtaining IP and other work product any rights to any such work he holds. Keeping and/or product and IP. This obligation to using the programs would assist continues even after your be a violation of copyright laws and the Code. If you employment with IPG ends. are unsure about use of IPG trademarks, copyrights, patents or other IP, consult the IPG Legal Department.

IPG Code of Conduct (version 3.1) — P 25 ALL ABOUT TRANSPARENCY

ELECTRONIC FORUMS Q&A Electronic Forums We may never to keep you from making private use IPG’s computer systems to statements to persons other QUESTION communicate inappropriate, than clients or competitors of sexually explicit or offensive IPG, or members of the press Claudia is very involved in jokes or statements. In addition, or the financial community, that politics and frequently blogs we must never use them to send do not have a material adverse about the candidates she unauthorized solicitations or to effect upon IPG. In addition, this supports while at home. As local elections near, she conduct business for another policy does not keep you from starts blogging regularly on organization. The communication making good-faith statements her lunch break on her of derogatory, discriminating or where required by law, IPG-supplied laptop. Since harassing comments or innuendo regulation or court order, or from she’s not blogging during and threatening or abusive reporting a potential violation of working hours, is this okay? language is strictly prohibited. applicable law or regulation to a government or regulatory entity. ANSWER We must also exercise extreme No. Everything Claudia care when participating in Electronic messages, both posts on political blogs online forums—including blogs, personal and business, are while using an IPG-owned discussion boards, social media lasting and recoverable written computer (or other sites or any other publicly records. Remember, these electronic device that has available online resources— messages can easily be copied access to the Internet, such as such communications may and forwarded worldwide without as a PDA or cell phone) may be able to be traced back to be identifiable with, and your knowledge or consent. IPG. This means that others attributable to, IPG. This can For this reason, compose work may view any opinions be accomplished by always emails, instant messages and text Claudia posts as supported thinking before making a public messages with the utmost care. by IPG. Be extremely or private statement to ensure careful when participating that such statements are civil, To the extent permitted by law, in any sort of online forum and does not include posting you should not expect privacy while using IPG-supplied technologies. of personal information about when using IPG communications others unless you have received resources, including email and their permission. This means, in the Internet. IPG reserves the part, that we must not make any right to monitor these resources, statement, publicly or privately, where permitted by local law, that could detrimentally affect to help ensure they are used the company’s business. This responsibly and professionally. includes any director, officer or Any information or record other employee of IPG, as well produced using these resources as our clients. Any statement may be subject to such review. that may negatively affect IPG’s Where allowed by local law, interests, or those of our clients IPG also reserves the right to or shareholders, should not be block offensive, illegal and shared. Keep in mind that this non-business-related sites. policy is not meant to restrict For more information, please you from making statements to see our Information Exchange fellow employees in the course of and Electronic Communications your daily work. Nor is it meant Policy (SP&P 651).

IPG Code of Conduct (version 3.1) — P 26 ALL ABOUT TRANSPARENCY

Data Security The appropriate not have a business need to Data Privacy IPG respects the exchange of information is know. For more information, privacy of individuals. Our critical to IPG’s success. As see our Access Control Policy colleagues, clients, consultants, such, we need to be particularly (SP&P 660) and Acceptable Use contractors, suppliers, business diligent in protecting sensitive and User Responsibilities Policy partners, and prospective and and confidential information (SP&P 662). former employees trust us to about IPG and our colleagues, properly manage and safeguard clients, consultants, contractors, IPG takes data security seriously the personal information they suppliers, other business and we have implemented provide to IPG. We each have partners, and individuals. The administrative, technical and a duty to protect personal disclosure of such sensitive and physical safeguards to help information in accordance with confidential information outside protect personal and business applicable privacy and data IPG could seriously damage confidential information against protection laws that are in place our reputation and success. loss and unauthorized access, wherever we do business. Many Safeguarding this information is acquisition, use, modification, countries have their own legal everyone’s responsibility. destruction or disclosure. As requirements governing the part of these efforts, we must use of personal information. We must safeguard much of follow IPG guidelines on the We should only use such data the information we handle on a use of company IT systems and for relevant and appropriate daily basis to prevent loss, theft resources, including computer business purposes. For more and damage at all times. This systems, portable electronic information, please see our includes all IPG, client and third- devices, laptops and other Privacy Policy (SP&P 605). party sensitive and confidential storage devices. information, including business Data privacy and security records, financial results, sales are important to IPG. We are figures, as well as personal accountable for complying information of individuals. In with our policies, procedures, addition, we must protect this and other privacy and information from unauthorized security controls, and for disclosure to others inside and taking reasonable and timely outside IPG, including third steps to correct instances of parties and colleagues who do noncompliance, as appropriate.

IPG Code of Conduct (version 3.1) — P 27 ALL ABOUT TRANSPARENCY

BUSINESS RECORDS Accurate Recordkeeping Under no circumstances may we A company’s credibility is often Our recorded information is establish unrecorded or “slush” judged through the integrity of used to advise investors on fund accounts for any purpose. its books and records. At IPG, we our financial results, to make are committed to providing our required legal filings and to Falsifying financial or business shareholders with full, accurate, make daily business decisions. records, or making false timely and understandable Every one of us, regardless of statements to our external and information about our financial our position within Interpublic, internal auditors, is against transactions and operational has an obligation to make sure the law, and consequences are results, in accordance with that the information we record is serious. If you become aware of applicable securities laws. complete, accurate, accessible a potential issue with accounting and protected. or an audit, raise your concerns immediately with the Chief IPG has established a series of Risk Officer. internal controls and procedures to help us fulfill that duty, and it is critical that we follow them. In so doing, we must make sure that the information we submit on all reports, including time sheets, expense reports, production data, sales reports, client-billing databases, and monthly and quarterly reports, is absolutely true. We also must be sure to submit reports on time and always include full and appropriate documentation when submitting contracts for processing or payment.

IPG Code of Conduct (version 3.1) — P 28 ALL ABOUT TRANSPARENCY

BUSINESS RECORDS Q&A Records Retention Properly Cooperating with Internal maintaining corporate records— Investigations and Audits in both electronic and paper As discussed in “Seeking QUESTION format—is very important. The Guidance and Reporting Records Retention Policy (SP&P Potential Violations,” we each Rachael, an Assistant 301) describes the procedures have an obligation to comply Controller at an IPG agency, received several suppliers’ for maintaining documents and with internal investigations. invoices a few days before files for required periods and If you are asked to cooperate the end of the financial destroying them when they are with an internal investigation or quarter. Can she delay no longer needed. Please review audit, make sure that you do so recording the invoices until the guidelines and make certain fully and honestly. If you receive the following month? you follow them carefully. a request for information or notice of an investigation from ANSWER From time to time, the IPG Legal a government agency, notify No. Delaying the recording Department may notify you that the IPG Legal Department of liabilities is not in you have documents relevant immediately. It will tell you accordance with our internal to a pending, threatened how to proceed. controls or procedures, and or anticipated litigation, may be considered fraud. investigation or audit. Make If Rachael delays recording sure that you comply with that the invoices, we may also be understating expenses, notification and our records which could mislead hold process. Do not destroy investors by giving them the documents in anticipation of such impression that we made a notification, and do not alter, more profit in that quarter conceal or destroy any document than we actually did. If you covered by such a notification have any questions about unless the Legal Department financial statements, please contact your manager, IPG’s instructs that you may do so. Controller’s Department or the Chief Risk Officer.

IPG Code of Conduct (version 3.1) — P 29 ALL ABOUT TRANSPARENCY

ACCURATE INSIDER TRADING others, until the information COMMUNICATIONS In the course of your employment has been made known publicly. To protect our brand and IPG’s with IPG, you may become Engaging in any such prohibited reputation, we must be sure aware of inside information (also actions will subject the to speak with the media and known as “material nonpublic individuals involved, wherever all other external audiences information”) about IPG, or located, to disciplinary action accurately and consistently. other companies that we do by IPG, including ineligibility For this reason, only designated business with, that has not been for future participation in IPG’s representatives may speak on made public. As a matter of IPG equity incentive plans and behalf of Interpublic. Refer all Policy, U.S. law and the laws of termination of employment, inquiries from outside parties, other countries, you may not use as well as potential criminal such as investors, analysts such information for your own prosecution and fines. While or the media, to Corporate financial gain, or disclose it to it is not possible to identify all Communications. For more others for their financial gain. information that could be viewed information, please see the Specifically, you may not buy or as inside information, some Public and Press Relations sell securities (stocks, options, examples include: information Clearance Policy (SP&P 103). etc.) in IPG or any other company, about mergers or acquisitions, if you learn of confidential financial performance, changes information that a reasonable in executive management, and investor would deem important significant transactions. in deciding whether to buy or sell the stock of that company. If you have any questions about This means that if you have such insider trading regulations or nonpublic information about IPG a trade you are contemplating, (or another company), you must contact the IPG Legal not buy or sell shares of stock Department immediately for of IPG or the affected company, guidance. Do not try to resolve or share that information with any uncertainties on your own.

IPG Code of Conduct (version 3.1) — P 30 ALL ABOUT TRANSPARENCY

INSIDE INFORMATION Q&A EMPLOYEE TRANSACTIONS Q&A Employee Benefit Plan Transactions Certain transactions QUESTION under the employee benefit QUESTION plans are exempt from insider What is inside information? trading rules because the price Chen, a Project Specialist, or timing of the transaction is recently learned through ANSWER his work that one of our outside of your control. The business partners is facing In general, inside information most notable of these exempt major litigation. This is any information you transactions are the vesting information is not public. acquire through your work of restricted stock grants and Chen is very relieved to have with IPG that is material and exercise of expiring stock options. found this out, however, nonpublic. For example, it because he holds a large may include: In addition, if you participate number of this company’s securities. May Chen sell in IPG’s Employee Stock Advance notice of off some of these shares to acquisitions and divestitures; Purchase Plan, do not change avoid losing money? your instructions in the plan Product launches; if you are in possession of ANSWER Gain or loss of a substantial inside information. If you are client; considering any other type of No. Chen has come across Changes in dividend policy; transaction under an IPG benefit inside information through his work for IPG. Insider plan that might have an effect Significant pricing changes; trading laws prohibit trading New equity or debt on your interest in Interpublic, the securities of Interpublic offerings; please check with the IPG Legal or its business partners Department first. on the basis of such inside News of a pending or information. proposed merger; Financial liquidity problems; Stock splits; Management changes; Pending or threatened litigation; and Certain nonpublic financial results and projections.

It is not possible to define all categories of inside information. Information should be regarded as material if there is a reasonable likelihood that an investor would consider it important when making an investment decision. Both positive and negative information may be material.

IPG Code of Conduct (version 3.1) — P 31 ALL ABOUT TRANSPARENCY

Individual Responsibility Window Periods Certain of the quarter when assessing We each have an individual “insiders,” including directors, whether you possess or have responsibility to comply executive officers and other access to inside information. with IPG’s policy against designated employees (such This is because, as the quarter insider trading. as those with access to inside progresses, the information information about Interpublic), previously released to the public The guidelines set forth in this may not trade in IPG stock may be out of date. section are not a substitute other than during pre-identified for exercising good judgment window periods. Unless IPG The window period policy aims in connection with trades. If notifies otherwise, the window to assist IPG’s diligent efforts you become aware of material periods open on the second to avoid improper transactions, nonpublic information about trading day after the filings of and also to help protect you. Interpublic or one of our business our applicable quarterly and If you have been identified as partners, you may have to forego annual filings (Form 10-Qs an “insider” for the purposes of a transaction even if you planned and 10-K filings), and close on the window period, make sure to make the transaction before the last trading day of each you understand when these learning of this information and IPG fiscal quarter. The safest periods open and close. It is also even if you believe that you may period for trading in IPG important that you use good suffer a loss or forego a profit securities, assuming you do judgment at all times. If you have by waiting. Remember that, not have material nonpublic inside information, you should in the event of a government information, is generally the not be trading in IPG stock, investigation into trading activity, first ten trading days of the regardless of whether IPG is in all trades will be viewed with the window period. Likewise, you an open window period or not. benefit of hindsight. Carefully should be particularly careful consider every transaction you during the final ten trading days make in either IPG securities or the stock of any company with which IPG has a business relationship, including any of our clients, contractors, consultants, suppliers and business partners, with this in mind.

Our obligation to keep IPG information confidential, discussed in the “IPG Confidential Information” section of this Code, relates to these guidelines as well. Make sure you have familiarized yourself with your obligation to safeguard confidential company information.

IPG Code of Conduct (version 3.1) — P 32 ALL ABOUT TRANSPARENCY

INSIDER TRADING Q&A Pre-clearance of Trades for Additional Information for Certain Senior Executives Directors and Executive Officers QUESTION Executive officers and directors of No executive officer or director IPG must receive “pre-clearance” may ever make a short sale of One of Jill’s close friends is from the General Counsel or IPG’s stock. These persons must always looking for a smart Associate General Counsel also comply with the reporting investing opportunity. Jill, before trading in IPG stock. From obligations and limitations on a Proofreader at an IPG agency, knows that one time to time, Interpublic may also short-swing transactions set forth of her agency’s clients is require others of us to comply in Section 16 of the Securities growing quickly. They’re with the pre-clearance process and Exchange Act of 1934, as posting great profits in the and will notify such persons in amended. The practical effect of published articles she’s seen. writing of that determination. If these provisions is that executive Can Jill recommend that you receive notice of the need officers and directors who her friend buy stock in the to pre-clear your trades, make purchase and sell IPG’s securities company? certain you diligently comply with within a six-month period

ANSWER those procedures. (other than for certain types of transaction) must disgorge all The information Jill is profits to IPG whether or not basing her recommendation they had knowledge of any on is public information, inside information. since it’s been written about in public news articles. This is not considered inside information, so she can suggest this investment opportunity to her friend.

IPG Code of Conduct (version 3.1) — P 33 IPG Code of Conduct (version 3.1) — P 34 ALL ABOUT OUR CLIENTS AND BUSINESS PARTNERS

We strongly support vigorous yet fair competition. We serve our clients and other business partners on the basis of our innovative solutions and creative strategies, and never through unethical or deceitful means.

IPG Code of Conduct (version 3.1) — P 35 ALL ABOUT OUR CLIENTS AND BUSINESS PARTNERS

ETHICAL SALES PRACTICES FAIR PURCHASING PRACTICES REQUIREMENTS FOR BILLABLE Our commitment to integrity We must ensure that we make PROCUREMENT: means we adhere to the all purchasing decisions fairly, following guidelines when objectively and in the best You must comply with procurement requirements in dealing with clients: interests of IPG. We work to client contracts. ensure supplier diversity, and — We engage in solutions that do not allow our personal You must comply with meet our clients’ interests relationships to influence, or all applicable laws (e.g., and needs, rather than those appear to influence, our business antitrust and competition) that only meet revenue or decisions. This means we follow when procuring services for compensation goals. correct bidding, negotiating clients. and contracting procedures at Be open and transparent — We communicate honestly and all times as set out in the Global with clients about your truthfully, and make terms Sourcing and Procurement Policy bidding process. of engagement clear, accurate (SP&P 380). and easy to find. Don’t provide an unfair advantage to internal studios or other IPG agencies. — We ensure the confidentiality, integrity and accuracy of client Maintain current, accurate records and transactions. and complete documentation of the bidding process. — We do not make promises or commitments that we cannot keep.

It is especially important that none of us ever engage in “commercial bribery.” This means we cannot give or offer money or anything else of value to anyone with whom IPG does or might do business, if the purpose of the gift is to help us acquire or retain business, or to encourage that person to do something corrupt, deceptive or otherwise opposed to his or her responsibilities.

IPG Code of Conduct (version 3.1) — P 36 ALL ABOUT OUR CLIENTS AND BUSINESS PARTNERS

COMPETITION Q&A COMPETITION LAWS Legal Department. Be particularly We must all abide by competition cautious whenever you converse laws, also known as “antitrust with representatives of our QUESTION laws,” which are designed competitors. to preserve free and open Ariana, a Media Buying competition. These laws vary Competition laws also prohibit Manager, has a good friend who works for a competitor by country, but their common entering into formal or informal agency. Ariana’s friend calls goal is to promote a competitive agreements with suppliers, her to say that his company marketplace that provides contractors or clients that may is bidding on the same two consumers with high-quality restrict competition. Such media clients as her agency. goods and services at fair prices. agreements include tying Her friend suggests that if While competition laws are products, fixing resale prices her agency were to bid a low complex, they generally forbid or refusing to sell to particular price for one client, and his agency did the same for the discussing or entering into clients or to buy from particular other, they would each win agreements about any activities suppliers. one client at a fair price. How with competitors that may restrain should Ariana respond? trade, such as price-fixing, Please note that violating bid-rigging, or dividing or these laws may subject both ANSWER allocating markets, territories the individuals involved or clients. If a competitor and Interpublic to severe Ariana should refuse to speak about this subject attempts to discuss any of the consequences. If you have any with her friend, and should above topics with you, stop the questions, consult the IPG Legal relay the conversation to conversation immediately and Department before acting. the IPG Legal Department report the incident to the IPG immediately. We must never discuss dividing clients, contractors or suppliers with a competitor. It is illegal to make any a colleague to reveal information Competitor Information agreement, even an informal Through our work or prior about a former employer, verbal agreement, with a business/employment client or business partner, if competitor that restricts relationships, we may come this disclosure would violate a competition. across competitor information binding legal agreement. Never that would give IPG an unfair provide that information yourself competitive advantage. As if you used to work for a client a general rule, never use or or business partner. If you ever disclose confidential competitor feel pressured or coerced to information without receiving disclose such information, report prior permission from the IPG the situation to the IPG Legal Legal Department. Department.

In addition, be particularly careful to gather competitor information in a lawful and ethical manner. This means you must never ask

IPG Code of Conduct (version 3.1) — P 37 ALL ABOUT OUR CLIENTS AND BUSINESS PARTNERS

PROTECTING INFORMATION Q&A PROTECTION OF THIRD-PARTY INFORMATION AND PROPERTY QUESTION QUESTION Our clients and other business partners trust us with their Elle, a Business Systems Kyle, a Creative Director at confidential and proprietary Analyst, is giving an an IPG agency, is part of a important presentation later brainstorming team. The team information, and we must in the week. She wants to created a storyboard for the safeguard it as diligently as we include excerpts from some agency’s biggest client, but the safeguard IPG’s information. of the media publications client rejected the storyboard We are each responsible for her manager sends around concept. Ben, a freelancer for protecting any third-party within their department. Is the agency, saw a copy of the confidential and proprietary she allowed to photocopy a storyboard in Kyle’s office and information we acquire story for her presentation? thinks parts of it would be helpful to him to use with one through our work, and must ANSWER of his other agency clients. Ben not disclose this information to doesn’t plan to compete with any unauthorized persons. This That depends. Often, IPG, so he asks Kyle to email him obligation continues even after subscriptions to magazines a copy. Can Kyle provide Ben our employment with IPG ends. come with certain copyright with a copy of the storyboard? In addition, we must comply restrictions. Elle should with the terms of all licensing check with her manager or ANSWER IPG Legal to see whether agreements and laws governing she may photocopy the story No, absolutely not. We all have the use of a third party’s or parts of it, or if there an obligation to protect our intellectual property. For more are other ways to get the clients’ confidential information. information about protection information she needs. Kyle should only share this of confidential and propriety information with others at IPG information, see the Asset and third parties who have Protection section of the Code. been authorized by the client to see it and have an IPG-related business need to know it.

IPG Code of Conduct (version 3.1) — P 38

ALL ABOUT INTEGRITY

IPG’s success depends on the integrity of its employees. It is important that each of us act with honesty and adhere to the highest standards of moral and ethical values outlined in the Code and required by local laws.

IPG Code of Conduct (version 3.1) — P 40 ALL ABOUT INTEGRITY

ANTI-CORRUPTION Q&A ANTI-CORRUPTION LAWS or other third parties. Prior to Bribery harms not only engaging any such third parties, Interpublic, but also the we must conduct reasonable QUESTION communities where we do due diligence regarding such business. All of our business party’s ability and suitability for Jeremy was told that he dealings must comply with the services for which they are could hire a consultant to help win a new account. all applicable anti-corruption being engaged. In addition, if The consultant requested laws. We are committed to full these third parties will interact a $40,000 retainer and compliance with all such laws, with government officials on our said that he would use the including the U.S. Foreign behalf, they must sign a contract money to “help move the Corrupt Practices Act (FCPA) and that includes strong provisions process along.” Since we the UK Bribery Act. relating to anti-corruption don’t really know where the compliance (see SP&P 310). money is going, do we have to worry about whether the For these reasons, IPG has consultant is sharing the fee adopted a zero-tolerance It is important to remember that with the prospective client? policy for bribery, regardless engaging in bribery, directly or of where we are located, and indirectly, can subject IPG and ANSWER regardless of with whom we are you to serious fines and criminal doing business. We may not penalties, including possible jail Absolutely. You must know authorize, offer or give anything time. If you become aware of any where that money is going and for what purpose it is of value with the intent to violation of our anti-corruption being used. Moreover, we obtain or retain business or to policies, you are obligated to are required to take steps otherwise improperly influence report it to your manager, the IPG to ensure that this money a government official, client, or Legal Department or the Chief is not used as a bribe. If other third party. Risk Officer, or you may report it you have any concerns, you anonymously by email or phone should seek the advice of In addition, we cannot retain through the Alertline. For more your manager, the Chief Risk Officer, or the Legal someone to do something on information about anti-corruption Department. our behalf that we may not laws and improper payments, see do ourselves. This includes SP&P 309 and 310. See also Third-Party finders, consultants, brokers, Intermediaries (SP&P 310) lobbyists, subcontractors, and the Supplier Code of intermediaries, tax advisors, Conduct (SP&P 382).

IPG Code of Conduct (version 3.1) — P 41 ALL ABOUT INTEGRITY

ECONOMIC SANCTIONS Q&A TRADE CONTROLS AND all laws relating to exports or ECONOMIC SANCTIONS imports from the U.S., and in As a global company, we work certain circumstances, overseas. QUESTION with clients and provide services Before engaging in any export all over the world. It is therefore of goods or related technical What countries are we critical that we carefully comply information (such as technical prohibited from doing business in? with all national and local rules manuals), even between IPG and regulations that regulate our offices, you must ensure that no ANSWER international trading activity. license is required for the item being exported to be provided Cuba, Iran, North Korea It is IPG’s policy to comply with to the relevant jurisdiction and Syria are subject economic sanctions imposed by and end user. Imports are also to comprehensive U.S. the United States throughout generally subject to various sanctions, and U.S. companies and individuals our global operations, as well restrictions, and some items or are generally prohibited as with any applicable sanctions materials may be restricted or from doing business there. under local laws. You may not prohibited by local law. There are some limited deal directly or indirectly with exceptions that may apply, countries or individuals that Consequences for violating trade for instance with respect are targeted by U.S. sanctions, control laws and regulations to Cuba and Iran, but the and should be familiar with can be severe for both IPG and restrictions are significant, and you should consult with jurisdictions that present an at-fault individuals, including the IPG Legal Department increased risk of issues. the loss of export privileges and before pursuing any civil and criminal penalties. If business opportunities in While our core marketing you have any questions about these places. services are unlikely to implicate economic sanctions or export or export control laws, when we import activity, please contact engage in activities involving the the IPG Legal Department. transfer of products or technical information across borders (for example, supplying IT or telecommunications equipment to offices in another country), we must understand and follow

IPG Code of Conduct (version 3.1) — P 42 ALL ABOUT INTEGRITY

MONEY LAUNDERING Q&A ANTI-BOYCOTT ANTI-MONEY LAUNDERING Regardless of where we are AND ANTI-TERRORIST doing business, we must FINANCING QUESTION follow U.S. laws that prohibit The global nature of our business participating in or cooperating makes us a potential target for What are some of the with any international boycott money laundering and terrorist warning signs of money laundering or terrorist not approved by the U.S. financing. Money laundering is financing? government. We are required the process of converting illegal to comply with U.S. anti-boycott proceeds so that the funds are ANSWER laws and regulations, as well made to appear legitimate. as similar laws in effect in any Terrorist financing includes the Some of the warning signs country where we operate to financing of terrorists, terrorist of money laundering or the extent they do not conflict acts and terrorist organizations. terrorist financing include: with U.S. law. We are strictly At IPG, we do not condone, Clients making payments prohibited from participating in support or facilitate such activities through multiple accounts; boycotts that are not recognized in any way. We comply with by the United States. Requests all anti-money laundering and Payments made to personal for boycott cooperation may be anti-terrorism laws worldwide. It or offshore accounts rather oral or written. They often appear is important for you to know all than usual company accounts; in contracts or letters of credit, parties involved in your business Payments made at odd times and are often hidden in bid or activities and report any unusual or in unusual amounts; and proposal materials. If you receive activity. You should conduct any requests to participate in any business only with reputable Numerous payments that are way with a boycott that is not clients and business partners all below $10,000. recognized by the United States, involved in legitimate business report this immediately to the activities with funds derived from IPG Legal Department. legitimate sources.

If you have any questions or concerns about money laundering or terrorist financing or need help conducting due diligence, contact the Chief Risk Officer. You should also contact the Chief Risk Officer to report suspicious activity that might be a violation of this policy or local laws.

IPG Code of Conduct (version 3.1) — P 43 ALL ABOUT INTEGRITY

POLITICAL ACTIVITIES Corporate Political Activities LOBBYING ACTIVITIES Although personal political Before undertaking any lobbying activity is welcome, we may not activities on behalf of IPG or any make political contributions by client, we must obtain approval Personal Political Activities or in the name of IPG or any from the IPG Legal Department, We are all permitted to positively of its subsidiaries. “Political except where the applicable support our communities by contributions” include IPG funds office’s regular business activities participating in the political and anything of value, including consist of such lobbying activities. activities that interest us. loans, contributions or use of However, we must be careful to goods, facilities, or services uphold IPG’s reputation by only (except services which are part of participating in such activities the regular business activities of on our own time and at our own your agency). These restrictions expense. We may not allow apply not only to direct any campaign or candidate to contributions made to individual use Interpublic funds or assets, candidates, political committees, equipment or trademarks. In or political parties, but also to addition, we should never use indirect contributions that would IPG’s name while taking part in ultimately be used to support these activities. We must never individual candidates, political use our position of authority committees, or political parties, to make another employee such as tickets to a fundraising feel compelled or pressured dinner or similar event. to participate in any way in any political event or cause, or for any political purpose. And remember, when using social media, you should be clear that your political views/activities are not affiliated with IPG.

IPG Code of Conduct (version 3.1) — P 44 Waivers and Amendments

IPG regularly reviews the Code and other Interpublic policies, and from time to time will update them as applicable laws and regulations change, or our business requires a revision to the guidance provided to all of us. Prompt notice will be provided of any material change in either the Code or other IPG policy.

In extremely limited circumstances, IPG may find it appropriate to waive a provision of the Code. All waivers require the written pre-approval of both the General Counsel and the Chief Risk Officer. Only the Board of Directors may waive compliance with the Code for IPG’s officers or directors. If such a waiver is given, Interpublic will promptly disclose it to shareholders as required by applicable law or the rules of the U.S. Securities and Exchange Commission and the New York Stock Exchange.

IPG Code of Conduct (version 3.1) — P 45 CONCLUSION

Thank you for taking the time to review the Code. It’s impossible to spell out every possible ethical scenario we might face. The principles set forth in this Code are general in nature, and are supplemented by more specific policies and procedures found in our SP&Ps, so you should review those as well. In addition to the Code, we rely on your good judgment to uphold a high standard of integrity for our company and clients. We expect all IPG employees to be guided by both the letter and the spirit of this Code. With these principals in mind, we will continue to maintain a reputation of inclusion, transparency and creativity.

IPG Code of Conduct (version 3.1) — P 46 IPG Code of Conduct (version 3.1) — P 47 Compliance Certification Form for the Code of Conduct

I hereby acknowledge that I have received and carefully read and examined IPG’s Code of Conduct. I agree to be bound by the terms and conditions therein. I understand that I must seek the advice and counsel of my local Human Resources Director or, in certain cases, the IPG Human Resources Department, IPG Legal Department or the Chief Risk Officer before undertaking any action, inaction or course of conduct that, based on the Code or company policy, potentially raises a question of impropriety or the appearance of impropriety. I also understand that I have the right, notwithstanding any company policy, plan or agreement that I have with IPG or its subsidiary, to report potential violations of applicable law or regulation to a government or regulatory entity without notification and I will not be retaliated against for doing so. I will disclose any potential conflicts of interest or other exceptions using the Compliance Report Form.

Name:

Date:

IPG Code of Conduct (version 3.1) — P 48 Compliance Report Form

Each employee of Interpublic or any of its subsidiaries is required to review carefully and abide by the terms of the Code of Conduct. This form may be used to report any conflicts of interest, and/or to seek clarification of any questions or issues that might arise. Please note that you do not need to complete and return this form unless you have something to report or a question you would like to submit in writing. All disclosures should be made on annual basis even if previously disclosed. The disclosure requirement applies to all domestic and international offices of IPG and its subsidiaries (collectively referred to herein as the “Company”) and all of the Company’s directors, officers, and employees. A “conflict of interest” is a situation where your personal interests may interfere with the Company’s interests. Having a conflict of interest may not necessarily be a violation of IPG’s Code of Conduct – however, failing to report such conflict (and obtain any required approvals) is a violation. It is also important to avoid even the appearance of a conflict of interest. For the purposes of the following disclosure form, “member of your family or household” includes spouses, domestic partners, children, siblings, parents, in-laws, any other extended family members, and anyone residing at your address. The completed form should be submitted to your office’s director of human resources. Alternatively, if you feel the issue is particularly sensitive, you may submit the form directly to your local Human Resources Director, the IPG Human Resources Department, the IPG Legal Department or IPG’s Chief Risk Officer. Please attach additional pages if more space is needed.

IPG Code of Conduct (version 3.1) — P 49 1. Please disclose any of the following conflicts of interest related to any vendor or other third party that is used by the Company (“Company Vendor”):

a. Do you or any member of your family or household have a significant ownership interest in or hold a significant position with any Company Vendor? b. Within the past 24 months or during your employment with the Company (whichever is shorter), have you referred any business to any Company Vendor in which you or any member of your family or household have an ownership interest or hold a significant position? c. Within the past 24 months or during your employment with the Company (whichever is shorter), have you had any other personal financial interest in a Company transaction (such as receiving a referral fee from any Company Vendor or other third party)? d. Within the past 24 months or during your employment with the Company (whichever is shorter), have you referred any Company business to any former employee of the Company?

Yes

If your answer to any of the above questions is “yes,” use the following space to disclose all such individuals, interests, positions, transactions, and any other pertinent detail.

2. Please disclose the following conflict of interest related to any competitor of the Company:

a. Do you or any member of your family or household have a significant ownership interest in, hold a significant position with, or provide any services to any competitor of the Company?

Yes

Use the following space to disclose all such interests or positions with a competitor.

IPG Code of Conduct (version 3.1) — P 50 3. Please disclose the following conflict of interest related to any client of the Company:

a. Do you or any member of your family or household have a significant ownership interest in or hold a significant position with any client of the Company?

Yes

Use the following space to disclose all such interests or positions with a client.

4. Please disclose the following conflict of interest related to working with members of your family or household:

a. Do you work with any members of your family or household at the Company, or have you been involved in hiring any members of your family or household to work for the Company in the past 24 months or during your employment with the Company (whichever is shorter)?

Yes

Use the following space to disclose details of any position(s) held by your family or household member(s).

IPG Code of Conduct (version 3.1) — P 51 5. Please disclose the following conflict of interest related to gifts: a. Within the past 24 months or during your employment with the Company (whichever is shorter), have you received a gift from a Company Vendor, client, or other business partner of the Company which is valued at more than USD 400 AND which has not been previously approved in accordance with the Company’s gift policy (SP&P 118)? Yes

Use the following space to disclose all such gifts.

6. Please disclose any of the following conflicts of interest related to outside work while employed by the Company: a. In the past 24 months or during your employment with the Company (whichever is shorter) have you engaged in any outside work (paid or unpaid) in connection with or similar to your current position or your job duties? b. In the past 24 months or during your employment with the Company (whichever is shorter) have you worked (paid or unpaid) for another business or organization (1) while on the Company’s premises, (2) using the Company’s resources, OR (3) during your working hours? c. Do you currently serve on the Board of Directors or similar body of any other business which has not been previously approved in accordance with the Company’s Conflict of Interest policy (SP&P 557)? d. Within the past 24 months or during your employment with the Company (whichever is shorter), have you influenced the Company or any of its vendors to make a charitable contribution, provide pro-bono work, or perform services at below-market rates to an organization in which you have a significant role? Yes

If your answer to any of the above questions is “yes,” use the following space to disclose all such outside work, positions held, or contributions made.

IPG Code of Conduct (version 3.1) — P 52 7. Please disclose the following conflict of interest related to any governmental entity.

a. Are you or any member of your family or household (1) employed by or affiliated with any governmental entity with whom we are likely to interact AND (2) in a position to influence the government entity’s decisions relating to our business?

Yes

Use the following space to disclose all position(s) which you or your family or household member(s) holds with the government entity.

8. Please disclose the following conflict of interest related to PricewaterhouseCoopers (“PwC”).

a. Are you a former PWC or legacy firm partner or staff member or are any member(s) of your family or household a current PwC partner or staff member?

Yes

If any member of your family or household are a current PwC partner or staff member, use the following space to disclose the name of the family or household member(s) and the location of the PwC office where they are employed. If you are a former PwC partner or staff member, please disclose if you have any remaining capital balance or ongoing financial arrangement with PwC, which is not permitted per IPG policy.

IPG Code of Conduct (version 3.1) — P 53 9. Please disclose any other activities.

a. Are there any other activities in which you or any members of your family or household are engaged that could potentially conflict with the Company’s business interests, or might violate the Code of Conduct?

Yes

Responder’s Explanation : Use the space below to disclose any such activities.

IPG Code of Conduct (version 3.1) — P 54