Worldwide code of employee and business conduct

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As one of the world’s leading consumer packaging companies,

Rexam fully appreciates the need and importance of acting at

all times with integrity and honesty. We seek to deal fairly and

responsibly with those with whom we come into contact in the

course of carrying on our business and who are affected by

our business. Acting with integrity and honesty means that we

must adhere to and support a sense of ethics and business

conduct which places our dealings with one another and with

our various stakeholders, above and beyond reproach.

Every Rexam employee must understand clearly that our

success and achievements depend on the value of our

products, our services and our people. In keeping with the

Rexam Way, our customers, competitors, suppliers and fellow

employees must be able to trust that all of our actions and

interactions will be guided by fairness, respect and integrity.

Great companies and their employees know how to behave

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This Code is intended to demonstrate Rexam’s commitment to

ethical business conduct, to complying with all relevant laws

and regulations around the world and to show beyond doubt

that such conduct is a fundamental part of Rexam’s values and

corporate culture. It is important that this Code is widely and

consistently communicated to all Rexam employees. This Code

reflects and anticipates many of the principles detailed in the

policies and procedures that are already in place or may in the

future be put in place throughout Rexam’s operations at Group,

Sector and individual business unit level. This Code does not

repeat all of the detail that falls within such policies and

procedures. Rather it serves as a baseline and introduction to

such detail. Neither can this Code be expected to cover every

circumstance that could conceivably arise; it should, however,

give Rexam employees basic guidance as to how they should

deal with a particular situation and most importantly where or

to whom they should go in search of more detailed guidance

and support.

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Whether or not expressly referred to in an employee’s terms

and conditions it is an implied condition of their employment to

know, understand and comply with this Code and the policies

and procedures which are relevant to the part of the Group’s

operations in which they are employed. It is the duty of every

one of us to familiarise ourselves with the content of the Code

and, where relevant to our role within Rexam, the detailed

policies and procedures that lie underneath, and to act

accordingly. Our fellow employees, shareholders, customers,

suppliers and other stakeholders expect no less from us.

Graham Chipchase

Chief Executive

All Rexam employees are familiar with the core values of The

Rexam Way, which are the principles that guide us, express

our beliefs and reflect our hopes for the kind of company we

want to be. These core values are Continuous Improvement,

Teamwork, Recognition, and, importantly, Trust. This Code is

intended to be a reflection of and be consistent with The

Rexam Way. The Rexam Way is an ideal vehicle for the

continuous communication of a corporate code of conduct and

the policies and procedures that fall underneath such code.

The Rexam Way

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Rexam’s commitment is to ensure a safe working environment,

which benefits our employees, customers, suppliers, contractors,

shareholders, the communities in which we operate and all

those affected by Rexam’s operations. This commitment includes

ensuring that suitable measures are in place to prevent personal

injury, illness or environmental incidents. We believe that good

risk management practices and systems offer protection for all

and make a positive contribution to the success of our business.

Each of Rexam’s Sectors is required to develop Environmental,

Health & Safety (EHS) arrangements in compliance with the

Group’s EHS corporate expectations guidelines and policy.

We all have a duty to take reasonable care for our own health

and safety and for the health and safety of other people

affected by our actions. We must all co-operate to enable all

statutory duties to be complied with, in line with our aim of

achieving excellence through continuous improvement.

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Health, Safety and the Environment

Rexam respects the rights and dignity of all its employees and

will treat them fairly. We welcome and promote diversity in our

workforce and will support implementation of The Rexam Way

core values to develop our people and provide them with a

challenging and rewarding workplace environment. Decisions

regarding selection, terms of employment, advancement,

retention and termination will be made without regard to race,

religion, colour, national origin, age, sex, marital status, sexual

orientation or physical or mental handicap (unless the

handicap impairs the individual’s ability to do the job).

Rexam employees are expected to treat each other with

respect, fairness and dignity. Harassment, victimisation or

bullying of any employee, for any reason, will not be tolerated.

Rexam employees have an obligation to attend their place of

work fully alert and able to perform their job. Drug and illegal

substance abuse as well as alcohol abuse will be seen as a

serious breach of this obligation as any such abuse may put the

safety of that employee and other employees at risk as well as

compromise their job performance and Rexam’s business interests.

Employee Relationships

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PICT

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All Rexam Board members, officers, and employees are

responsible for complying with the laws and regulations

applicable to their areas of responsibility. Employees should

seek assistance from their managers or Rexam’s internal legal

resources on matters of concern arising under this Code or

any applicable laws, regulations, or any issues related to

business ethics.

Corporate Governance The Rexam PLC Board of Directors and the Group’s senior

management are responsible for the proper oversight of the

Group’s activities. The Board considers that in addition to its

role of providing leadership and developing a coherent long

term strategy for the Group it has responsibility for supervising

management, maintaining control of the Group’s assets and

establishing high ethical standards of behaviour, together with

developing robust corporate governance and risk management

practices and procedures.

Compliance with Laws

PICT

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Contact with CompetitorsRexam recognises that open competition is of paramount

importance in world economies and that most commercially

developed countries have established competition or anti trust

laws designed to protect and maintain competition within their

relevant markets. These laws seek to curb restrictive businesses

practices and unfair business dealings and Rexam is absolutely

committed to compliance with all such competition and anti

trust laws in all countries where we manufacture or sell our

products. Our intent is at all times to compete in the

marketplace on the basis of the highest ethical conduct,

quality, reputation and price.

PICT

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Rexam employees and their family members may not give or

accept any gift, entertainment, transportation, sponsorship,

charitable donation or other benefit which might be intended

or perceived as an attempt to improperly influence the business

relationship between Rexam and any current or prospective

supplier, customer or other party doing business with Rexam.

However this prohibition is not intended to apply to any

customary and reasonable business courtesies, including

entertainment, token gifts, meals or transportation given or

received in the normal course of business dealings.

Gifts, Entertainment and Sponsorship

PICT

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Rexam is committed to performance excellence in the

development, manufacture and delivery of its products and to

meeting and exceeding our customers’ expectations as we

comply with our contractual obligations and high quality

standards.

We will select and treat our suppliers for products, materials

and services impartially and without discrimination. Suppliers,

and increasingly our whole supply chain, will be evaluated on

the basis of quality, price, reputation, timing, performance,

commitment, reliability and corporate responsibility.

Every employee has an obligation to protect customer and

supplier relationships by acting ethically and fairly.

Dealing with Customers and Suppliers

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No contribution of Rexam funds, products, services or other

resources is to be made to any political party or candidate

unless such contribution is legal under applicable local laws

and made with the express prior approval of the Rexam Board.

PaymentsNo illegal or improper payments may be made to employees

of Rexam’s suppliers, customers or competitors or to any

government officials or employees. Any payments to

government officials or employees that are legal and proper

where made must conform to any applicable Rexam policies.

Payments to consultants, distributors, agents or other

intermediaries must be at prevailing customary rates in direct

proportion to the services provided and for legitimate services

provided.

Political Contributions

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Conflicts of InterestAll Rexam employees have an absolute duty to avoid any

financial, business or other relationships which could

conceivably conflict with the interests of Rexam or which might

cause a conflict with the performance of their duties as a

Rexam employee. Employees may not have any employment,

consulting or other business relationship with a competitor,

customer or supplier of Rexam. Any exception to this requires

the prior written authorisation of an appropriate senior manager.

Rexam employees should avoid having any financial interests

in an outside concern doing business or competitive with

Rexam, where such interests might influence adversely the

employee’s responsibilities to Rexam. A Rexam employee

should inform his manager in writing if the employee or a close

family member owns or has a financial interest in a proposed

transaction between Rexam and a third party, other than an

investment in a publicly traded stock.

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All information about Rexam must be recorded and presented

accurately, diligently and fairly, in accordance with good

business practices, applicable accounting standards and

local laws.

Preservation and Protection of Corporate AssetsEvery Rexam employee has the duty to preserve, protect and

prevent the dissipation of Rexam’s assets, including its property,

plant, equipment and monies, and is expected to use those

assets appropriately. Procedures exist for the reporting of any

suspected fraud, theft or abuse of assets by either an employee

or any third party. (See separate section on reporting procedure.)

Financial and Accounting Controls & Records

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Every Rexam employee has responsibility for protecting the

Group’s confidential information. For these purposes, confidential

information and trade secrets include any of Rexam’s non public,

proprietary information and technology, financial, operating

or strategic plans or data and any financial, commercial or

technical information which is valuable to Rexam and may be

valuable to a third party if they had access to it.

To the extent an employee has access to confidential information

and trade secrets, the employee should be careful about its use

and vigilantly protect it from inadvertent disclosure. Employees

should also ensure that they comply with Rexam’s obligations

to maintain the confidentiality of information received from

third parties.

Confidential Information and Trade Secrets

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While Rexam employees should be aware of industry

information freely available in the marketplace, they should

not use any unethical, unlawful or improper means to obtain

confidential or proprietary information from any competitor,

supplier, customer or other third party.

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As a matter of good business practice Rexam is required to

retain its business records for reasonable time periods prior to

their destruction and in order to comply with specific legal and

regulatory requirements in this regard. This relates particularly

to contractual documentation, tax, finance, accounting,

employee, health & safety and the environment. Also, records

and documentation pertinent to a particular investigation or

legal dispute may not be destroyed once Rexam has notice of

related pending litigation.

Record Retention

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Employees may not buy or sell or transfer securities (either UK

shares, US ADRs or other quoted instruments) of Rexam PLC or

buy or sell any property or assets, on the basis of material

non-public information acquired through employment at Rexam

which may be share price sensitive. This also applies to the

securities of other companies with whom Rexam may be

dealing. Rexam employees may not provide such information

to others for the purpose of financial gain.

Audit Rexam´s Audit Committee of the Board, independent auditors,

Internal Audit, or the internal legal resources may from time to

time perform independent reviews and conduct investigations

as appropriate, to ensure compliance with this Code.

Insider Information and Trading

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Rexam can only live up to the commitments contained in this

Code if we all act with integrity and if we speak up, as

individuals, when we should. If you are unsure of how to act or

become aware of activities that are improper or possibly

illegal, talk to your manager or supervisor or contact the most

senior available member of either the Legal, Finance, or

Human Resources department within your Sector. You may call

and remain anonymous. In addition, you may send an

anonymous letter to any of them or to either the Group Finance

Director, the Group Director of Legal Affairs or the Head of

Internal Audit, all of whom are based at Group headquarters

at 4 Millbank, London, UK. Arrangements have been developed

so that employees may contact an independent third party with

any concerns that they may have regarding compliance with

this Code or any Group policies or procedures. All employees

should feel free to speak without fear of reprisal for doing so,

and the Company shall take disciplinary action against anyone

who harasses any employees for raising their concerns to the

appropriate party. If you have any doubts, concerns, or

Reporting Procedure and Disciplinary Action

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questions about any issues – don’t be afraid to ask. We must

each be committed, in all of our daily actions, to be

responsible, to be ethical, and to earn the trust of all with

whom we deal.

Violation of the Code is subject to disciplinary action, and may

include reprimand, probation, suspension or termination of

employement and legal action, as appropriate.

Implementation of this Code is every employee’s

responsibility; acting with integrity and using sound business

judgment will go a long way to assuring ethical behaviour.

This Code and our compliance with it will do much to

strengthen the Rexam culture and play its part in creating a

“great” company which will stand out against its peers.

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Rexam PLC4 MillbankLondonSW1P 3XRUnited KingdomTelephone: + 44 (0)20 7227 4100

www.rexam.com

This Code applies to all Rexam employees and is also

a public statement for the benefit of all those who are

involved with or affected by Rexam’s activities.