Human Resources Business Partner

CODE OF ETHICS POLICY

Policy Type: General Business Policy Date: 01.15.2019 Policy Number: 001

Page - 1 - of 21 This document is uncontrolled if printed Table of Contents:

* ************ * * ******ment and discrimination 3 3 Health and safety 4 4 Conflict of interest 5 5 Outside employment and activities 6 6 Dissemination of corporate information 7 7 Protection of GPC property and information 8 8 Electronic communication 9 9 Antitrust 10 10 Anti-bribery 12 11 Entertainment and gift policy 13 12 Foreign economic boycotts 14 13 Exports and international trade restrictions 15 14 Financial controls and records 16 15 Political contributions and activities 18 16 Environmental stewardship 19 17 Reporting violations 20 CODE OF ETHICS POLICY

Policy Type: General Business Policy Date: 01.15.2019 Policy Number: 001 Page - 2 - of 21 This document is uncontrolled if printed 1. Introduction.

Graham Packaging (“GPC” or the “Company”), holds ethics, integrity, and lawful conduct among its topmost priorities. No business requirement ever justifies an illegal, unethical, immoral, or unprofessional act. Our success in business depends upon maintaining the trust of employees, customers, other commercial partners, government authorities and the public. This Statement of Business Principles and Code of Ethics Policy (the “Code”) is an expression of the professionalism we strive for throughout our business, and of the professionalism, we expect of our associates. The principles contained within the Code are based on

• ethical and legal behavior

• fair, courteous and respectful treatment of fellow employees and others with whom we interact

• fair and appropriate consideration of the interests of other stakeholders (customers, other commercial partners, government authorities and the public) and of the environment

• professionalism and good business practice

This Code presents the basic expectations and general principles guiding how GPC does business. Each employee, regardless of position or area of responsibility, is responsible for upholding the Code in his or her daily activities and for seeking help when the proper course of action is unclear. Any violation of the Code is considered misconduct and will be addressed appropriately and timely. If anyone is in doubt about the appropriate course of conduct in their business activities, or questions how GPC’s standards and principles apply to a specific situation, they should ask. A simple, early question often clarifies and avoids potentially troubling situations. The Code does not attempt to address every situation or answer every question. The principles underlying the Code are often directional and in many situations require an exercise of judgment. If anyone has questions about the Code, concerns about someone’s workplace conduct or question whether a proposed course of action is consistent with the Code, you should seek guidance from your direct supervisor. However, if your feel that would be inappropriate, you may contact the Chief General Counsel, your Human Resources Business Partner or Internal Audit. There will be no retaliation or penalty for honest and good faith reporting, even if it turns out reported concerns were unfounded. If you do not feel comfortable talking with your supervisor, you may contact your location Human Resources Business Partner, or call the toll-free Compliance Hotline for your location, which can be identified via the “GPC Compliance Hotline Policy”. All appropriate steps will be taken to keep calls and letters confidential. Calls may be made anonymously where permitted by law. The identity of a person contacting the Chief General Counsel or toll-free Compliance Hotline will not be given to anyone except as required by law or as needed for investigative purposes. Actions contrary to this policy are, by definition, harmful to GPC and its reputation. Violations, even in the first instance, may result in disciplinary action up to and including dismissal. This policy is not an employment contract, and compliance with it does not create a contract for continued employment. GPC and its employees are subject to the laws of many countries and other jurisdictions around the world. Employees are expected to comply with the Code and with all applicable laws, rules and regulations. If a provision of the Code conflicts with applicable laws, the rules and regulations of the laws control and should be followed. CODE OF ETHICS POLICY

Policy Type: General Business Policy Date: 01.15.2019 Policy Number: 001 Page - 3 - of 21 This document is uncontrolled if printed 2. Harassment and discrimination.

Policy

We will not unlawfully discriminate based on race, color, gender, age, religion, national origin, disability, veteran status, marital or family status, sexual orientation, gender identity, or any other category protected by relevant law. All employment decisions, including hiring, performance appraisals, promotions and discharges will be made without unlawful consideration of any such criteria. It is improper for any employee to harass another employee by creating an intimidating, hostile or offensive work environment through verbal abuse or name-calling, threats, intimidation or similar improper conduct. Employees may not act violently or threaten violence while at work, and may not bring or use a weapon on a work site.

Comments

This policy applies worldwide to all employees. In some locations, local statutory requirements may require employers to conform to additional locally mandated norms.

Threatening, intimidating or violent behavior will not be tolerated. Harassment can take on many forms, all of them unacceptable as shown in the following examples

• jokes, insults, threats, and other unwelcome actions about a person’s characteristics as described above

• unwelcome sexual advances, flirtations, sexually suggestive comments or conduct, requests for sexual favors, and other unwelcome verbal or physical conduct of a sexual nature

• the display of sexually suggestive objects or pictures

• comments or conduct suggesting that an employee’s cooperation with, or refusal of sexual or other harassing conduct will have any effect on the employee’s employment, assignment, compensation, advancement, career development, or any other term or condition of employment

• verbal or physical conduct that negatively impacts another’s work performance or creates a fearful or hostile work environment (e.g., bullying)

We will not tolerate this type of behavior from employees or from others at our worksites, and encourage all employees to join us in keeping a harassment free workplace.

Your Responsibilities

Do not make or tolerate sexual jokes,

comments about a person’s body, graphic

statements about sexual matters, or

engage in offensive behavior of a sexual

nature.

Do not make or tolerate jokes,

comments, remarks or treat any

employee differently because of his or her

race, color, sex, national origin, age,

religion, disability, marital or family status,

veteran status, or any other non-business

related consideration. Doing so is

discriminatory.

Do not display sexually suggestive

objects or pictures at work.

Do not ask or make comments about co-

workers sexual conduct or sexual

preference.

Never suggest or imply that an

employee’s job will be affected by his or

her response to a sexual advance.

Create an atmosphere free of any

suggestion of discrimination or

harassment.

For further information on

Harassment and Discrimination,

consult the location Human

Resources Business Partner.

CODE OF ETHICS POLICY

Policy Type: General Business Policy Date: 01.15.2019 Policy Number: 001 Page - 4 - of 21 This document is uncontrolled if printed 3. Health and safety.

Policy

We will not compromise health or safety in the workplace for profit or production. Safety rules and procedures are mandated in all of our plants, offices, and work sites. Each of us must perform his or her job following these health and safety rules, and must promptly report any concerns, safety violations or incidents to his or her supervisor or the Human Resources Business Partner. Employees must not use, possess, manufacture, or transfer illegal drugs on company property. Employees are not allowed to work if under the influence of alcohol or illegal drugs. Doing so can result in termination of employment. Additionally, misusing legal drugs in the workplace is not allowed. We will not let someone work if we believe that such person’s use of legal drugs could create an unsafe condition.

Comments

We are firmly committed to having all employees work in a safe and healthy work environment.

Employees must know, understand, and comply with all safety rules and regulations. They must know that no task is more important than their personal safety and that of their fellow employees. Following these requirements, helps ensure not only our safety, but also the safety of others. Your Responsibilities

Always comply with your facility’s health

and safety rules and procedures, and be

sure of the “safe way” to perform a task.

If unsure, ASK!

Always take appropriate safety

precautions, including wearing and using

protective safety equipment including

seat belts while driving or riding in

company vehicles.

Never compromise your personal safety

procedures.

Report to your supervisor or the facility

Health and Safety Coordinator for your

location any hazardous conditions,

improper use of safety equipment, or any

failure to follow safety procedures; or you

may report suspected violations by

calling the Company’s toll-free

Compliance Hotline for your location.

Also report any job-related “near miss,”

injury or illness to your supervisor as soon

as possible.

Do not bring illegal drugs or alcohol onto

GPC property, or perform GPC business

or be on GPC premises while under the

influence of any illegal drug(s) or alcohol.

Never use prohibited or controlled

substances or alcohol while in vehicles

owned, leased or used for GPC business.

If you are taking a medication that you

believe might affect your ability to safely

do your job, advise your supervisor.

For further information on

Workplace Standards or

Prohibited Substances, consult

with the location Human

Resources Business Partner.

CODE OF ETHICS POLICY

Policy Type: General Business Policy Date: 01.15.2019 Policy Number: 001 Page - 5 - of 21 This document is uncontrolled if printed 4. Conflict of interest.

Policy

All employees are prohibited from taking any actions that would create a conflict of interest with GPC and should avoid even the appearance of a conflict of interest. GPC resources are to be used only for approved purposes. Comments

A conflict of interest is a situation in which an employee’s personal interest or benefit interferes with his or her responsibilities as an employee. Employees must not accept payments, gifts, entertainment, or other favors that go beyond the common courtesy usually associated with good business practice or that might be regarded as placing himself or herself under some obligation to a supplier or customer. Some locations may adopt local rules setting more specific limits on the acceptance of gifts, meals, or entertainment, such as particular monetary thresholds. Should your location have such local rules, they will be communicated to you and shall be in addition to the general principles outlined in this Code.

Unless approved in advance, no employee may hold a position with, or have a substantial financial interest in, any business that conflicts with or might appear to conflict with that employee’s work on behalf of GPC. Should any of the above situations occur, communication between employees and their supervisor is of utmost importance, and the parties concerned shall attempt to resolve the matter in good faith.

Your Responsibilities

Place compliance with laws and ethical

principles above private gain.

Do not solicit or accept anything of more

than minor value from business suppliers.

Do not have a position with, nor financial

interest in, another business that

interferes or appears to interfere with our

duties or responsibilities, unless approved

in advance by the Chief General Counsel,

or the location Human Resources

Business Partner.

Do not conduct/transact Company

business with a relative unless approved

in advance by the Chief General Counsel,

or the location Human Resources

Business Partner.

Disclose any financial interest in or

position with any competitor.

Report suspected violations of conflict of

interest procedures to the Chief General

Counsel, or the location Human

Resources Business Partner, or report

suspected violations by calling the toll-

free Compliance Hotline for your location.

For further information on Conflict

of Interest, consult with the

location Human Resources

Business Partner, or the Chief

General Counsel.

CODE OF ETHICS POLICY

Policy Type: General Business Policy Date: 01.15.2019 Policy Number: 001 Page - 6 - of 21 This document is uncontrolled if printed 5. Outside employment and activities.

Policy

A full time employee's primary work obligation is to GPC. Outside activities, such as a second job or self-employment, must be kept totally separate from GPC employment and not interfere with GPC job responsibilities or performance.

Comments

We respect the privacy of every employee in the conduct of his or her personal affairs. No employee may run a personal business on GPC time or using GPC resources. Similarly, no employee can allow such outside activities to detract from his or her job performance or require such long hours that the outside activity adversely affects the employee’s physical or mental effectiveness. Generally, no employee can perform services for, nor serve as an employee, consultant, officer, or director of any competitor, customer, or supplier of GPC. Your Responsibilities

Do not use GPC time or resources for

personal or outside business matters.

Do not work on behalf of competitors,

suppliers, or customers of GPC without

prior authorization by the Chief General

Counsel or the location Human Resources

representative.

Inform your supervisor, or the location

Human Resources representative of any

outside business position (other than

charitable, educational, or religious) that

might be viewed as conflicting with your

GPC duties or responsibilities.

For further information on Outside

Employment and Activities, consult

with the location Human Resources

Business Partner.

CODE OF ETHICS POLICY

Policy Type: General Business Policy Date: 01.15.2019 Policy Number: 001 Page - 7 - of 21 This document is uncontrolled if printed 6. Dissemination of corporate information.

Policy

Employees must not respond to requests for financial or business information about GPC from outside sources such as the government, media, press, financial community, or the public, unless authorized to do so. Such inquiries are to be referred to the Chief General Counsel.

Comments

We will maintain a coordinated and consistent posture in relations with the various segments of the newsgathering industry. All contact with news media concerning the affairs of GPC, financial or otherwise, including written and oral communications and the release of photographs, must be coordinated through the Chief General Counsel, who will coordinate with the appropriate parties. Confidential GPC information should be released only to employees, agents or representatives on a need-to-know basis.

Your Responsibilities

Refer requests for information of any type to

the Chief General Counsel for handling and

reply.

Refer inquiries regarding current or former

employees, other than by the news media,

to the location Human Resources Business

Partner. News media inquiries should be

referred to the Chief General Counsel.

For further information on the

Dissemination of Corporate

Information, consult with the Chief

General Counsel.

CODE OF ETHICS POLICY

Policy Type: General Business Policy Date: 01.15.2019 Policy Number: 001 Page - 8 - of 21 This document is uncontrolled if printed 7. Protection of GPC property and information.

Policy

Employees are responsible for protecting GPC-owned or GPC-leased property and equipment. This responsibility extends to not only tangible assets such as money, physical materials, inventory, equipment, and real property, but also to intangible property, such as business plans, trade secrets, computer programs, technologies, and other confidential or proprietary information of GPC or of others, including our customers and suppliers. We treat company assets with the same care we would if they were our own.

Comments

Generally, GPC property must not be used for any purpose other than for GPC business. Employees must not borrow, give away, loan, sell, or otherwise dispose of GPC property regardless of conditions without specific authorization. Reasonable precautions must be taken against theft, damage, or misuse of GPC property.

GPC property includes information developed by employees and may include information received from outside GPC. It may consist of financial, commercial or technical data, or may relate to payroll, salaries, benefits or personnel records. It may include information about employees, customers, potential customers, or information owned by others entrusted to the GPC. Employees who receive or learn of confidential business information or trade secrets of GPC or others, may not, for non-GPC purposes, disclose that information to third parties (including friends and family members) or make any other non-GPC use of such information.

All employees are responsible for protecting the company’s confidential information. Any dissemination of information outside of the business should be approved by the appropriate manager(s). If there is a question regarding the sharing of information, please contact your Human Resources Business Partner or the Chief General Counsel.

We do not destroy official company documents or records before the retention time expires, but unless otherwise directed with respect to specific items do destroy documents when they no longer have useful business purpose. Employees should contact their supervisor if they are unclear whether a document may or may not be destroyed.

Your Responsibilities

Exercise appropriate care, custody and

control over GPC property (including

supplies, equipment, facilities, files,

documents, films, and electronically

recorded data or images). Additionally,

exercise appropriate care, custody and

control over GPC intangible properties

(including business plans, trade secrets,

compliance programs, technologies, and

other confidential or proprietary

information).

Do not use GPC equipment, including

computers, for excessive personal use

and/or to browse inappropriate web sites.

Do not duplicate proprietary or

trademarked software for personal use.

Keep confidential information stored

properly when it is not being used.

For further information on GPC

Property, consult with the

location Controller.

CODE OF ETHICS POLICY

Policy Type: General Business Policy Date: 01.15.2019 Policy Number: 001 Page - 9 - of 21 This document is uncontrolled if printed 8. Electronic communication (Use of computers,

internet, and email).

Policy

We will protect GPC computing systems and computerized information from unauthorized access, use, modification, copy, disclosure, or destruction. Use may be reviewed for consistency with legal requirements. Employees and others who violate this policy may be subject to disciplinary action. Security incidents should be immediately reported by employees to their direct supervisors. If this is not feasible to report to the supervisor, employees should call the toll-free Compliance Hotline for their location. Use of company computer systems in manners that do not support company values or business purposes is prohibited.

Comments

Authorized users will be issued company-approved accounts. Unauthorized access to company computerized information, any use of computer systems or information that constitutes illegal activity and sharing computer user accounts or other accounts assigned for individual use is prohibited. Personal Use of Technology Resources

Occasional, but limited, personal use of technology resources is permitted provided that it is appropriate and does not

• interfere with the user’s or any other user’s work performance

• unduly impact the operation of technology resources

• result in any material expense to GPC

• violate this policy or any other GPC policy, guideline or standard

• violate any law or applicable regulation

• use storage space beyond that allocated for personal use

• involve the running of any personal business

Employee’s relatives, associates or friends are not permitted to use GPC technology resources.

Your Responsibilities

Do not expect electronic messages to be

private or confidential.

Do not use these systems to solicit or

communicate in a manner which would

violate this or other GPC policies or

procedures, including communicating

discriminatory or harassing statements,

pornographic material, inappropriate

humor, solicitations regarding political or

charitable matters, or for any illegal

purposes.

Create messages with the general

expectation that these may be made

public or otherwise used in legal

proceedings.

Use good judgment in using these

systems and exercise the same judgment

in creating electronic messages, as you

would use in paper documents.

For further information on

Electronic Communication,

consult with the location Human

Resources representative.

CODE OF ETHICS POLICY

Policy Type: General Business Policy Date: 01.15.2019 Policy Number: 001 Page - 10 - of 21 This document is uncontrolled if printed 9. Antitrust.

Policy

We will not engage in practices that limit competition such as price fixing and division of markets, nor will we engage in practices to unlawfully restrict a competitor's opportunities.

Comments

Free competition is healthy for business and good for consumers. The antitrust laws of the United States and the competition laws of other countries govern the day-to-day conduct of business in setting prices and other aspects of the purchasing and marketing of goods and services. These laws protect consumers from illegal competitive actions such as price fixing and division of markets. It is vital to follow the laws of the United States and other countries that prohibit practices undermining competition. As a rule, antitrust laws not only cover commercial behaviour in a particular country, but also apply to any commercial behavior even outside that country if it has a significant impact on competition. GPC will compete solely on the merits of our products and services. We will succeed by satisfying its customers’ needs, not by unlawfully limiting a competitor's opportunities.

Because of the complexity of antitrust laws, all agreements with competitors or with other third parties, which may have a negative effect on competition, must be approved by legal counsel. Clauses which may have a negative effect on competition include

• exclusivity clauses

• pricing clauses

• tie-in clauses

• territorial restrictions

• price discrimination (including preferential discounts and rebates) Antitrust laws generally prohibit entering into any kind of agreement or understanding (even oral or informal) with a competitor regarding

• prices, costs, profits, margins, inventories, or terms and conditions of sale

• territories

• limitations on products or services

• production facilities, volume, or capacity

• market share

Your Responsibilities

Never agree with competitors to fix

prices or divide markets.

Never enter into any understanding

with a competitor that restricts either

party’s discretion to manufacture any

products or provide any service, or that

limits selling to, or buying from, a third

party.

Never, without first consulting the Chief

General Counsel, enter into any

understanding with a customer that

might:

1. Restrict a customer’s discretion to

use or resell one of GPC products;

2. Condition the sale of a product or

service on the customer’s purchase

of another product or service from

GPC.

Contact the Chief General Counsel for

prior approval before any meeting with

a competitor. If you attend a trade

association meeting and competitors

are present, never discuss at the

meeting or at any social gathering

prices, costs, sales, profits, market

shares, or other competitive subjects.

If such matters enter into the

discussion, stop the discussion, or

leave the meeting or social gathering,

and notify the Chief General Counsel.

Report any activities that appear

contrary to the antitrust laws to the

Chief General Counsel, or report

suspected violations by calling the toll-

free ethics and compliance line for your

location.

For further information on

Antitrust, consult with the Chief

General Counsel.

CODE OF ETHICS POLICY

Policy Type: General Business Policy Date: 01.15.2019 Policy Number: 001 Page - 11 - of 21 This document is uncontrolled if printed 9. Antitrust. (continued)

• customer or supplier allocation or selection

• distribution methods

• any action that affects, limits, or restricts competition

• bidding arrangements

• resale price maintenance schemes

• restricting products offered or tying the purchase of products to other purchases

• agreements to boycott, i.e. a refusal to supply or to accept delivery DON’T BE MISLED into thinking that agreements are unlawful only if a written document is signed by the parties involved. If competitors make a conscious commitment to a common course of anti-competitive action, they can be in violation of competition laws.

Antitrust laws prohibit the abuse of a dominant market position. The term

“abuse” refers to situations in which dominant market power is exercised to the detriment of suppliers or customers. Marketing strategies and practices in markets in which GPC is a strong player need particular attention by the Chief General Counsel.

Antitrust law may limit acquisitions, which would bring about a dominant market position and could injure competition. Moreover, notification to government authorities is required in most jurisdictions before certain acquisitions can be made. The Chief General Counsel should be involved in acquisition projects at an early stage.

Contracts relating to the use of intellectual property rights (patents, trademarks, designs, copyright, know-how and trade secrets) are often subject to special rules and may therefore be critical in terms of antitrust. They need particular attention by the Chief General Counsel.

CODE OF ETHICS POLICY

Policy Type: General Business Policy Date: 01.15.2019 Policy Number: 001 Page - 12 - of 21 This document is uncontrolled if printed 10. Anti-bribery.

Policy

GPC must comply with all applicable laws and regulations wherever we do business. Almost every country in the world prohibits making payments or offers of anything of value to government officials, political parties, or candidates in order to obtain or retain business. These laws include the U.S. Foreign Corrupt Practice Act (FCPA), the U.K. Bribery Act of 2010 (the UK Bribery Act) and similar laws in other jurisdictions.

Comments

The Foreign Corrupt Practices Act (FCPA) prohibits payments or offers of payments of anything of value to foreign officials, foreign political parties, or candidates for foreign political office in order to obtain, keep, or direct business. Indirect payments of this nature made through an intermediary, such as a distributor or sales representative, also are illegal. The FCPA also requires that GPC maintain a system of internal accounting controls and keep accurate records of transactions and assets. The following activities are prohibited

• maintaining secret or unrecorded funds or assets

• falsifying records

• providing misleading or incomplete financial information to an auditor The following actions are considered criminal by the UK Bribery Act of 2010

• offering, promising or giving a bribe to another person

• requesting, agreeing to receive or accepting a bribe from another person

• bribing a foreign public official

• failure of a company to prevent bribery (the company is responsible for all persons associated with the company)

Note: The UK Bribery Act of 2010 can apply to companies doing business in the UK, not only to acts done in the UK. Therefore, it is important that all employees, wherever located, are aware of and comply with this law. For additional information on compliance with the various Anti-Bribery laws, see the GPC FCPA & Anti-Corruption and the Fraud Policies. Your Responsibilities

Comply with GPC procedures and act

ethically and with integrity.

Do not make any corrupt payment,

regardless of amount, to foreign officials

or personnel directly or through an

intermediary.

Do not use GPC assets for any unlawful

or improper use.

Do not create or maintain a secret or

unrecorded fund or asset for any

purpose.

Comply with GPC accounting policies

and internal control procedures.

Do not make any false or misleading

entries in GPC records or make any

payment on behalf of GPC without

adequate supporting documentation.

Report any suspected acts of bribery or

violations of GPC financial and

accounting policies to your supervisor or

the Chief General Counsel, or report

suspected violations by calling the toll-

free ethics and compliance line for your

location.

For further information on the

various Anti-Bribery laws,

consult with the Chief General

Counsel.

CODE OF ETHICS POLICY

Policy Type: General Business Policy Date: 01.15.2019 Policy Number: 001 Page - 13 - of 21 This document is uncontrolled if printed 11. Entertainment and

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