WD-40 Company Conflict Minerals Policy Statement

WD-40 Company Conflict Minerals Policy Statement

WD-40 Company Conflict Minerals Policy Statement

Background

Armed militant groups in the Democratic Republic of Congo (“DRC”) and its neighboring countries have long been suspected of using proceeds from the mining and transportation of conflict minerals to fund ongoing violence and human rights violations. This “conflict region” is rich with minerals that are necessary to the functionality or production of many products manufactured around the world. The “conflict minerals” that have recently come under scrutiny are tantalum, tin, tungsten, and gold (“3TGs”). On August 22, 2012, the Securities and Exchange Commission (“SEC”) issued a final rule to require certain reporting and disclosures of these 3TG “conflict minerals.” This rule, which is included in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires SEC registrants to report and disclose annually whether any of the products they manufacture or contract to manufacture contain these 3TG “conflict minerals,” and whether or not those minerals originate from the “conflict region.“ In order to comply with this new rule, companies will be required to practice reasonable due diligence with their supply chains in order to determine the source from which these specified minerals in their products originate.

WD-40 Company’s Conflict Minerals Policy

WD-40 Company operates its business according to certain values and one of those values is that “we value doing the right thing.” As such, WD-40 Company strives to be an upstanding global corporate citizen and the Company’s commitments to its many stakeholders as it relates to this SEC requirement are as follows:

1. WD-40 Company will not knowingly procure any 3TGs that will be contained within its products that are (a) from, or believed to be from, the specified “conflict region,” (b) that are not certified by a third party as “conflict -free,” (c) that are not certified by a third party as conflict free if sourced from within the “conflict region,” or (d) that are not certified by a third party as being from recycled or scrap sources1
2. WD-40 Company will, in good faith, conduct reasonable due diligence with its global supply chain in order to ensure that any and all suppliers are conforming to these same standards.
3. If WD-40 Company discovers the existence of any of these 3TGsin any of its products that originate from facilities not deemed “conflict-free,” it will take immediate action to transition these products to “conflict-free” status.

WD-40 Company’s Conflict Minerals Policy for Its Suppliers

Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act mandated the adoption of certain disclosure and reporting regulations by the Securities and Exchange Commission (“SEC”). WD-40 Company is required by SEC regulations to determine and disclose the origin of any “conflict minerals” that are necessary to the functionality or production of WD-40 Company’s products. The identified conflict minerals generally include the base minerals from which tantalum, tin and tungsten are extracted, and gold (the “3TGs”). For any such conflict minerals contained in the production of WD-40 Company’s products, WD-40 Company must then determine whether they originate in the “conflict region” which includes the Democratic Republic of Congo (“DRC”) and its adjoining countries. WD-40 Company must file a report annually with the SEC that classifies any of its products that contain these 3TGs as DRC Conflict Free, Not DRC Conflict Free or DRC Conflict.

WD-40 Company operates its business according to certain values and one of those values is that “we value doing the right thing.” As such, it is WD-40 Company’s policy to assure its customers that it will not knowingly procure any 3TG minerals from the “conflict region” and that all products produced or sold by WD-40 Company are determined to be DRC Conflict Free. It is also WD-40 Company’s policy to take immediate action if it determines that any of its products are not conflict free and to transition them to a “conflict free” status. WD-40 Company’s Conflict Mineral Policy Statement is also made publicly available to its customers, third-party contract manufacturers and suppliers on WD-40 Company’s external website.

Any third-party contract manufacturer or supplier (referred to herein as a “Seller”) that provides or sources 3TG minerals used in the manufacture of WD-40 Company products must demonstrate that they understand and are willing to comply with WD-40 Company’s Conflict Mineral Policy Statement and all applicable current and future, local, country, and international laws regarding the content and origin of such materials supplied to WD-40 Company. Accordingly, Seller agrees to comply with the following WD-40 Company policy requirements relating to the identification of 3TGs in all supplies and materials included in or used in the production of WD-40 Company products:

1. To supply materials to WD-40 Company and its worldwide affiliates and contract manufacturers (“Buyers”) or to use materials in the production of WD-40 Company products or other supplied materials that are “DRC Conflict Free.” “DRC Conflict Free” materials are either (1) materials that do not contain any “conflict minerals” (3TG) that directly or indirectly finance armed groups through mining or mineral trading in the Democratic Republic of Congo or an adjoining country, or (2) materials that only contain 3TGs from recycled or scrap sources1.
2. To provide Buyers with reasonably requested chain of custody documentation and origin reports relating to any 3TGs included in materials supplied to Buyers or used in its production of WD-40 Company products or other supplied materials and otherwise to cooperate in any required audit thereof.
3. To disclose to Buyers and to cooperate with Buyers if Seller experiences any difficulty in determining the origin of any 3TG minerals included in materials supplied to Buyers or used in its production of WD-40 Company products or other supplied materials.
4. To adopt policies and management systems with respect to the identification, sourcing and chain of custody documentation of conflict minerals and to require that their suppliers adopt similar policies and systems.

1Conflict minerals are from “recycled or scrap sources” if they are from recycled metals, which are reclaimed end-user or post-consumer products, or scrap processed metals created during product manufacturing. Recycled metal includes excess, obsolete, defective and scrap metal materials that contain refined or processed metals that are appropriate to recycle in the production of tin, tantalum, tungsten, and/or gold. Minerals partially processed, unprocessed, or a “bi-product” from another or are not included in the definition of recycled metal.

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