Code of Ethics for the Chief Executive Officer and Senior Financial Officers

SCI Engineered Materials, Inc. (the “Company”) maintains a Business Conduct Policy applicable to all employees. The Company’s Chief Executive Officer (“CEO”) and all Senior Financial Officers (which includes the principal financial officer, principal accounting officer or controller, or any person performing a similar function) are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest, and compliance with the law.

In addition to the Business Conduct Policy, the Chief Executive Officer and Senior Financial Officers are subject to the following specific policies:

Specific Responsibilities and Policies

The CEO and each Senior Financial Officer must adhere to the following principles and procedures:

1. Disclosure and Reporting

• Accurate Disclosure: They are responsible for full, fair, accurate, timely, and understandable disclosure in all reports and documents filed with or submitted to the Securities and Exchange Commission (the “SEC”) by the Company, and in any other public communications made by the Company.

2. Internal Controls and Fraud Reporting

• Reporting Deficiencies: They shall promptly bring to the attention of the Audit Committee any information concerning:

  • Significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data, or

  • Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal controls.

3. Ethical Conduct and Conflicts of Interest

• Honest Conduct: They shall engage in honest and ethical conduct.

• Reporting Violations: They shall promptly bring to the attention of the CEO and the Audit Committee any information concerning any violation of the Company’s Business Conduct Policy, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal controls.

4. Compliance with Laws and Regulations

• Legal Compliance: They shall comply with all applicable governmental laws, rules, and regulations.

• Reporting Legal Violations: They shall promptly bring to the attention of the CEO and the Audit Committee any information concerning evidence of a material violation of the securities or other laws, rules, or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of a violation of the Business Conduct Policy or of these additional procedures.

Enforcement and Disciplinary Actions

The Board of Directors (or its designated persons) shall determine the appropriate actions to be taken in the event of violations of the Business Conduct Policy or of these additional procedures by the CEO or the Senior Financial Officers.

Purpose of Actions

Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Business Conduct Policy and to these additional procedures.

Potential Disciplinary Actions

Actions may include, but are not limited to:

• Written notices to the individual involved that the Board has determined there has been a violation.

• Censure by the Board.

• Demotion or re-assignment of the individual involved.

• Suspensions with or without pay or benefits (as determined by the Board).

• Termination of the individual’s employment.

Determining Appropriate Action

In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including:

• The nature and severity of the violation.

• Whether the violation was a single occurrence or repeated occurrences.

• Whether the violation appears to have been intentional or inadvertent.

• Whether the individual in question had been advised prior to the violation as to the proper course of action.

• Whether or not the individual in question had committed other violations in the past.