• High standards of corporate and individual behaviour are observed by all group employees in the context of their employment with the group and in protection of the group's reputation;
• Employees are aware of their responsibilities to the group and their company under their contract of employment; and
• All persons dealing with the group, whether they are employees, shareholders, suppliers, customers or competitors may be guided by the stated values, principles and policies and procedures of the group.

Adherence with the Code is intended to promote:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
• Full, fair, accurate, timely and understandable disclosure in the group and company's annual and quarterly reports and in other public communications made by the group and company;
• Compliance with the group's corporate governance framework and applicable governmental laws, rules and regulations; and
• The prompt internal reporting of violations of the Code, its principles, standards and the underlying company policies and procedures.

2. Obligations to Comply with the Code of Conduct

All group employees will adhere to the Code, both in letter and in spirit. Adherence to the Code is a term of employment with the group and company. Violation of the Code by any group employee, or unethical behaviour which may affect the reputation of the group may be subject to disciplinary action, including termination of employment.

3. Primary Obligations of the Code of Conduct

Group employees must act with high standards of honesty, integrity, fairness and equity in all aspects of their employment with the group.

The group and its employees must comply fully with the content and spirit of all laws and regulations which govern the operation of the group, its business environment and its employment practices.

Employees will not knowingly participate in any illegal or unethical activity.

Employees will not enter into any arrangement or participate in any activity that would conflict with the interests of the company or prejudice the performance of professional duties.

Employees must actively promote compliance with laws, rules, regulations and this Code.

4. Reputation of the Group

Employees shall not do anything which would be likely to negatively affect the group's reputation.

5. The Group's Responsibilities to its Shareholders and Other Stakeholders

It is group management's task to achieve and the executive management committee and or board's role, where appropriate, to oversee the protection and delivery of shareholder value through the sustainable and efficient operation of the group, sound reporting, corporate governance and risk management practices and exemplary compliance with the continuous disclosure regime. The mechanisms to achieve this include governance, risk and compliance structures, the governance framework, risk management structures, internal audit function, compliance function, and the executive management committee and or board's oversight, where appropriate, of the group and its strategic and business objectives.

6. Duties and Responsibilities

All employees will adhere to the following duties and responsibilities:

6.1. Care and Due Diligence:

The group and its employees should exercise care and due diligence in the performance of their duties and responsibilities. This should include such activities as ensuring the accuracy of all decision-making information, attending to detail in all aspects of work, being mindful of the sensitivities of others, protecting confidentiality and being courteous, open and honest.

The products and services provided by the group will be of high quality. The group and its employees will deliver these products and services to its customers in a timely and equitable manner and give customer satisfaction the highest priority. Where the quality of products and services provided by the group is not satisfactory to its customers, the group will take prompt remedial action.

6.2. Compliance with Laws, Rules and Regulations:

Obeying the law, both in letter and in spirit, is a foundation pillar on which the group's ethical standards are built. All employees must respect and obey the laws of the cities, emirate, states and countries in which the group operates.

Whilst employees are not expected to know the details of these laws, which sometimes may be ambiguous and difficult to interpret, it is important for employees to know enough to determine when to seek advice from senior personnel, managers or other appropriate specialist personnel.

Particular attention is paid to self-governance by the group to monitor compliance with laws and regulations and to adopt procedures for voluntary disclosure of violations and of corrective actions taken. Employees are prohibited from performing illegal practices. Nothing of value can be given, taken, or promised for information obtained illegally, nor may it be used to the disadvantage of our competitors.

6.3. Conflicts of Interest:

Where a conflict of interest arises or may arise, an employee must disclose the conflict to his or her senior personnel. The senior personnel will ensure that measures are put in place to protect parties affected by the conflict of interests from that conflict. Depending upon the nature and extent of the conflict, the measures taken to protect against conflict of interest may include, ensuring that the conflicted or potentially conflicted employee does not participate in the relevant decision or activity, or by disclosing the conflict to third parties affected by the conflict and ensuring that the conflicted or potentially conflicted employee is not the sole decision maker on the matter.

Employees should be further guided by the group's definition of the principle of conflict of interest for purposes of its corporate governance principles as follows:

• No employee, officer or board member may have a personal, financial or family interest that could in any way prevent the individual from acting in the best interests of the group;
• Any employee, officer or board member must be sensitive to appearances of conflicts of interest as well as to actual or potential conflicts of interest. Actual or potential conflicts of interest can take many forms including, for example, employment, consulting or agency relationships, business investments, receipt of improper personal benefits and competition, directly or indirectly with the group;
• All actual or potential conflicts of interest must be reported to management promptly;
• Any conflict of interest waiver relating to board members or senior member of the group may only be made after review and approval by the executive management committee and or respective company board, where appropriate, in writing upon the recommendation of the governance, risk and compliance and any such waiver, where appropriate, must be publicly disclosed to the extent required by law; and
• Employees, officers and board members are prohibited from taking for themselves business opportunities discovered as a result of their position with the group. All such opportunities belong to the group and may not be used by employees, officers and board members for personal gain unless first offered to the group and rejected by it in writing.

Directors of group boards should additionally refer to the principles of board independence.

6.4. Competition and Fair Dealing:

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. The group recognises and prohibits anti-trust business practices.

No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

6.5. Confidentiality:

Employees will not breach the group's confidentiality or make use of confidential information obtained from the group for personal gain or 'in a manner which would be detrimental to the group.

Confidential information of the group will not be used except in ways which are authorised by the group or legally mandated. The same applies to confidential information belonging to third parties which an employee may obtain in the course of their duties.

All employees acknowledge this need for confidentiality by signing an acknowledgement of confidentiality upon commencement of employment and must not seek to obtain sensitive information which is not relevant to the performance of their duties. The obligation to preserve confidential information continues even after employment ends.

The group will respect the confidentiality of its employees.

6.6. Corporate Opportunities:

Employees are prohibited from personally taking for themselves opportunities that are discovered through the use of group property, information or position. No employee may use group property, information or position for improper personal gain and no employee may compete with the group directly or indirectly. Employees owe a duty to the group to advance its legitimate interests when the opportunity to do so arises.

6.7. Discrimination and Harassment:

The group is committed to fair employment practices, including the prohibition against all forms of illegal discrimination and harassment. The group is committed to providing equal access and fair treatment to all employees based on merit, thereby improving the group's success, while enhancing the progress of individuals and the communities where our businesses are located.

The group is also committed to compliance with the applicable labour and employment laws wherever it operates. That includes observing those laws that pertain to freedom of association, privacy, recognition of the right to engage in collective bargaining and those laws that pertain to the elimination of any improper employment discrimination.

6.8. Environmental, Health and Safety:

The group is committed to protect the environment and the health and safety of its employees. The group will ensure such protection through full compliance with all applicable environmental laws and regulations and to provide each employee with a safe and healthful work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

6.9. Financial Integrity:

The use of group funds or assets for any unethical purpose is prohibited. No undisclosed or unrecorded fund or asset of the group shall be maintained or established for any purpose. No false entries shall be made on the books or records of the group. No documents shall be altered nor shall they be signed by those lacking proper authority. No payment on behalf of the group shall be made or approved with the understanding that it will be used, or might be used, for something other than the stated purpose. The group and company's financial books, records, and statements properly shall document all assets and liabilities, accurately shall reflect all transactions of the corporation and shall be retained in accordance with the group's record retention policies and all applicable laws and regulations.

6.10. Insider Trading:

Employees are expected to comply fully with the principles of respect for disclosure of "material" group information and to "insider" trading. Information that reasonably can be expected to affect the market value of a group's securities or to influence investor decisions respecting securities transactions is considered "material." Employees are prohibited from trading in the company's shares whilst in possession of such information. Such information may include financial and key business data, merger, acquisition, or divestiture discussions, award or cancellation of a major contract, changes in key management, forecast of unanticipated financial results, significant litigation and gain or loss of a substantial customer or supplier.

An "insider" includes not only directors and officers of a group but also anyone who possesses material information on a group's affairs that has not been disclosed to the general public.

6.11. Protection and Proper Use of Group Assets:

All employees should endeavor to protect the group's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the group's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation.

The group's assets must be acquired, maintained and used in an efficient manner and for legitimate business purposes. Group equipment should not be used for non-group business.

The obligation of employees to protect the group's assets includes its proprietary information. Proprietary information includes intellectual property, such as trade secrets, patents, trademarks and copyrights, as well as, but not limited to, business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorised use or distribution of this information would violate group policy. It could also be illegal and result in civil or even criminal penalties.

6.12. Record-Keeping:

The group requires honest and accurate recording and reporting of information in order to make responsible business decisions. All of the group and company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the group and company's transactions and must conform both to applicable legal requirements and to the group's system of internal controls.

Records should always be retained in accordance with the needs of the business and applicable legal requirements and should only be destroyed when these requirements have been fully met and then, where material, in accordance with properly authorised and written instructions.

6.13. Changes to and Waivers from the Code of Conduct:

Any change to, or waiver from the Code may be made only by the governance, risk and compliance function, executive management committee and or group company board of directors. Such changes and waivers, after due group consultation and liaison will be promptly disclosed as required.

6.14. Reporting any Illegal or Unethical Behavior:

Employees shall report any conduct, which they believe in good faith, to be a violation or apparent violation of the Code. These persons are encouraged to talk to senior group personnel or appropriate members of the governance, risk and compliance function, about any observed illegal or unethical behavior or when in doubt about the best course of action in a particular situation.

The group prohibits retaliation in any form for reports of misconduct by others made in good faith by group employees or members of the public at large. Employees are expected to cooperate in internal investigations of misconduct.

6.15. Compliance Procedures:

Employees and other stakeholders are expected to act proactively, raising concerns about ethical issues, violations of the Code, or governmental rules, laws and regulations. All reports are taken seriously. Each allegation will be investigated and if substantiated, resolved through appropriate corrective action and / or discipline.

If an individual making such allegations chooses to identify him or herself, he or she will be provided with feedback when the governance, risk and compliance function, executive management committee or respective board has completed its review.

The governance, risk and compliance function, executive management committee and or the respective board have established procedures for dealing with employee and other stakeholder concerns. The procedures provide for a staged escalation and provide ultimately for the head of the governance, risk and compliance function, chairman of the executive management committee and or chairman of the respective board to become involved. The policy underlying the procedures is to ensure employees are not disadvantaged in any way for reporting violations of the Code or other unethical conduct, that the matter is dealt with promptly and fairly and that the procedures are not used maliciously or mischievously.

6.16. Procurement Integrity and Marketing Practices:

It is the group's position that customer decisions should be made on the merits of the group's products and services, superior performance and that group employees shall not engage in any unfair or illegal marketing practices.

The group is committed to complying with its principles of conflict of interest, particularly in respect of receiving and or giving of business and or personal opportunities. It is important that in dealing with the government that the highest levels of integrity and honesty are complied with especially concerning providing gifts and gratuities to government personnel, making offers to or discussing post government employment or business opportunities with government procurement personnel, and obtaining, receiving, soliciting or disclosing government source selection or competitor proprietary information.

6.17. Supplier Practices

If you're in a position to spend group money, or to influence spending, you may become a tempting target for people who may try to influence you to give preference to their materials or services.

You must always base your buying decisions on competitive price, quality and delivery.

The group expects you to have friendly relations with suppliers. At the same time, you need to be open, honest, businesslike and completely ethical.