4.1. Policy Statement

i. Company shall:

a) Establish clear vision and picture of integrity with respect to ethical conduct throughout the organization.

b) Minimize the possibility of unethical conduct by providing objectives and documented fair resolution of situations that are aligned with the vision of integrity.

c) Reinforce ethical behaviour to the Covered Persons.

4.2. Policy

i. Company’s strength is based on more than financial performance. Our values stem from honesty, trust, responsibility and integrity. The Covered Persons shall obey the laws and Company policies at all times and make this Policy their personal standard for excellence in the performance of their duties and ensure that a high standard of quality is always maintained.

ii. Company is subject to laws not only in Qatar, but also other countries where it does business, and its CPs are its best ambassadors. Changes in laws and industry constantly present new ethical and legal challenges. With this in mind, no set of guidelines shall be considered the absolute last word.

iii. The success of Company’s business depends upon the quality of relationships between Company, employees, customers, suppliers and the general public.

iv. This Policy is not just about compliance with the law and general standards of ethics. By establishing this Policy, CPs acknowledge that our choices and actions help define Company for others. Our Code of Ethics is a tangible example of our values and an expression of each CP’s personal responsibility to uphold those values and ethics.

v. The Covered Person who do not comply with this Code of Ethics Policy will be in violation of their employment contracts and shall be subject to appropriate disciplinary action as described in the Company Discipline Policy. Violation of the Policy shall be considered as an act of gross misconduct as defined in the Discipline Policy. Such actions or behaviors include but shall not be limited to any of the following:

a) Wilful violation of any Company policy

b) Deliberate action that is detrimental to Company’s efforts to operate safely and profitably

c) Wilful violation of security or safety rules or failure to observe safety rules or Company safety practices; failure to wear required personal protective safety equipment; tampering with office, Plant or safety equipment

d) Negligent or careless action which endangers the life or safety of another person or Company property

e) Insubordination or refusing to obey lawful instructions properly issued by a direct, responsible supervisor

f) Theft

g) Falsification of Company records

h) Threat of, or the act of doing bodily harm

i) Wilful or negligent destruction of property

j) Unauthorized revealing of or failing to securely maintain Confidential Information

vi. Senior Management, through ERC, has the authority to investigate Ethics Violation incidents.

vii. Responsibility of the Covered Persons to maintain ethical conduct is categorized as follows:

4.2.1. Government Laws and Covered Person

i. Government laws, agencies and CPs are linked to Company’s business. CPs perform functions that may require government oversight or involvement. Therefore, maintaining productive relationship with governments in the areas where CPs operate is essential to business success.

4.2.2. Confidentiality

i. Company shareholders, customers and suppliers entrust Company with important and Confidential Information relating to their businesses. The nature of this relationship requires maintenance of confidentiality. In safeguarding the information received, Company earns the respect and further trust of its customers and suppliers.

ii. Any violation of confidentiality can potentially seriously damage Company’s reputation and may result in financial claims against Company. With this in mind, CPs shall not disclose Confidential Information gained in the course of their employment except as necessary to perform their duties and only then on a “need to know” basis with individuals who have a direct association with the transaction.

iii. Confidential Information shall not be used for personal gain nor shall it be used as a detriment to the welfare, interest or image of Company.

iv. If there is uncertainty about the appropriateness of releasing information, CPs shall seek clarification through line management. If any uncertainty exists regarding the question whether information falls within the definition of Confidential Information, the relevant business unit line manager shall discuss the same with the Legal Department.

4.2.3. Worldwide Business Laws

i. Company is subject to laws, not only in Qatar but also around the world. It is the Company’s policy to comply with all applicable laws and regulations. CPs shall understand the laws affecting their business activities and take responsibility for compliance.

ii. The Covered Person who may be called upon to deal with government officials either in Qatar or other countries shall provide truthful information and treat officials with courtesy and respect. Without exception, all laws and regulations shall be strictly followed with regard to payments, gifts or entertainment, business courtesies and conflicts of interest.

iii. In all aspects, CP’s dealings and interaction with public officials shall reflect the highest integrity and concern for reputation.

iv. The country of Qatar and other countries have enacted a variety of laws relating to competition, and international trade. These laws are designed to preserve fair competition in the marketplace and stimulate economic growth worldwide. Company supports and commits to comply with these laws. Among the more significant are the types of laws described below:

a) Laws that prohibit companies from unfairly competing in the marketplace and encourage free enterprise. These laws are vital to our economic system and even verbal agreements and nonverbal gestures like winks and nods between two parties shall be considered a violation. These laws address price-fixing, monopolies, boycotts, trade restraints and other methods of restraining competition and trade practices. International operations may be regulated both by domestic and foreign laws. International transactions frequently are complex and foreign laws have many distinctions. CPs engaged in international business shall first be aware of these laws in order to ensure compliance.

b) Laws that prohibit bribery of foreign officials, require the Company to keep records that properly reflect transactions, and call for an internal auditing system that monitors accounting and other business activities.

v. Other laws address export controls and transactions with restricted countries. These laws occasionally may change and may apply to the export of certain commodities, software and technology.

vi. It is essential that CPs involved in such activities liaise with the Legal Department in order to familiarize themselves and ensure compliance with applicable laws and regulations.

4.2.4. Covered Person’s Responsibility to Shareholders

i. Company is required to maintain records that provide accurate and timely information about the Company and its activities. This is an obligation towards shareholders as well as management, creditors, government agencies and others. It is essential that CPs follow established reporting procedures, provide accurate information, and maintain confidentiality.

4.2.5. Recording of Assets, Liabilities and Transactions

i. It is Company’s policy to maintain appropriate records of assets, liabilities and business transactions. Financial and other business information shall be maintained under procedures and practices that accurately reflect the true nature of the transactions and accurately incorporate the relevant data.

ii. Accuracy of the Company’s entire financial system depends upon individual entries. With this in mind, CPs are expected to properly record business transactions in a timely manner regardless of whether the transaction is large or small including but not limited to the following:

a) Report accounts and financial transactions in the appropriate financial accounting system. There shall be no ‘off the record’ accounting transactions or accounts.

b) Prohibit making false or misleading entries in the accounts, records or reports.

c) Make all Company business transactions and accounts available to all external and internal audit authorities.

d) Properly authorize and accurately describe expenses and reimbursements, which shall be business-related.

e) Prevent over or under invoicing of customers and vendors for any reason.

f) Ensure fees and commissions to consultants, agents and other third parties are legal, proper and consistent with industry practice.

g) Commitments and payments shall be made according to the Board of Directors Delegation of Authorities.

h) Prevent secret or unrecorded funds from existing.

4.2.6. Health, Safety and Environment

i. Company is committed to protecting the safety and health of its Covered Persons and ensuring good environmental stewardship in Qatar. The Company strives for continuous improvement in these areas and is committed to achieving operational excellence in compliance with safety, health and environmental regulations.

ii. CPs are expected to understand the laws and regulations affecting their business activities. The failure to comply with these laws and regulations can result in risks for fellow workers, the Company, and others. Additionally, Company may establish additional safety policies that go beyond environmental regulations established by the State of Qatar.

iii. Any CP who intentionally violates legal and requirements related to health, environment and safety, or who intentionally fails to take reasonable steps to correct such violations, shall be subject to immediate disciplinary action as outlined in the discipline policy.

iv. Intentional violations can result in penalties, fines or imprisonment of the CP who commits the violation. CPs are also responsible for knowing the corporate and operating unit policies regarding health, safety and environmental matters that apply to their jobs. If CPs have any questions in this regard, they should consult their supervisors or a safety or corporate environmental professional.

4.2.7. Covered Person’s Responsibilities to Co-workers

i. The Covered Persons shall:

a) Comply with applicable law,

b) Act appropriately at all times and

c) Not bring the Company into any form of disrepute.

ii. Company strives to maintain a work environment that is pleasant, safe, healthful, comfortable and free from intimidation, hostility, discrimination, harassment or other offences that might interfere with productivity. Working together productively is vital to business success. Treating one another professionally and with respect is good business.

iii. Company believes in treating people with dignity, and providing fair employment opportunity to its CPs in our development practices including recruiting, compensation, professional development, and promotion.

iv. Company recognizes that integrating the unique attributes and talents of our diverse work force contributes to more creativity and offers broader solutions to problems. These values extend throughout our organization.

4.2. 8. Covered Person’s Responsibilities on Ethics Violations

i. Ethics Violations can harm all CPs and shareholders in the long run. Violations can cost money, cause injuries, damage assets, and tarnish reputation.

ii. For these reasons, all CPs have a responsibility to report suspected Ethics Violations directly to the Internal Audit (IA) via the Code of Ethics Non-Compliance Form (LG-GEN-SFM-00-0005) or a hotline as described below.

iii. Reporting is considered confidential and no CP shall suffer retaliation because of a report made in Good Faith. All reported Ethics Violations shall be investigated by the ERC as described below.

iv. Covered Persons are responsible for administering or overseeing the work of contractors, agents or individuals associated with other organizations. When activities are handled by third parties on behalf of the Company, it is Company’s policy that those activities shall be performed in full compliance with the law and in accordance with this Policy. It is the responsibility of Company employees overseeing these individuals to communicate the Company’s policies and to monitor their work to ensure compliance.

4.2.9. Company’s Responsibilities on Code of Ethics

i. Company shall:

a) Require all Covered Persons, on a yearly basis, to:

§ Complete CBT on the Code of Ethics.

§ Report their own conflicts of interest annually using the ‘Conflict of Interest Declaration Form’ (LG-GEN-SFM-00-0006).

b) Investigate reported incidents of Ethics Violations and take the necessary corrective and disciplinary action.

4.2.10. Reporting and Investigation of Ethics Violations/Whistleblowing

i. The Covered Persons have a responsibility to report suspected and actual Ethics Violations using the ‘Code of Ethics Non-Compliance Form’. The reported violations will be investigated by the ERC.

ii. IA shall be the focal person for all issues related to Ethics Violations. A Hotline to IA shall be in place to receive Ethics Violations reports.

a) The hotline number (44847190) shall be maintained and monitored by the IA to receive reports of Ethics Violations.

b) The Whistleblower is allowed and encouraged to report Ethics Violations to the IA through the hotline or Code of Ethics Non-Compliance form.

c) If the Whistleblower is uncomfortable with the style of reporting stipulated in (ii).(a) & (ii).(b) above, he/ she may use other means of reporting, e.g., email directly to the IA.

d) The Whistleblower must have reasonable grounds for believing that the information shared in the report indicates that an Ethics Violation has occurred.

e) The Whistleblower is entitled to protection and shall not be subjected to retaliation, intimidation, harassment, or other adverse action for reporting Ethics Violations in accordance with this Policy.

f) The Whistleblower is entitled to protection against retaliation but such entitlement does not include immunity for any business wrongdoing that is alleged and investigated against him/her.

g) It is Company policy that no CP shall suffer retaliation in any form for reporting suspected problems in Good Faith. Disciplinary action shall be taken against anyone who retaliates directly or indirectly against a Whistleblower who reported a suspected Ethics Violation.

h) CP’s shall not maliciously, in bad faith and falsely accuse other employees of Ethics Violation.

iii. The IA shall review each report and those that warrant investigation shall be forwarded to the ERC.

iv. The ERC may decide to forward any report to the Human Capital, Internal Audit, and Legal or to the Security Departments for further investigation.

v. The department/unit who conducted such an investigation shall report back to the ERC with the outcome of the investigation with recommended actions.

vi. The ERC shall review the recommendation and provide a final decision.

vii. Senior Management shall implement the final decision in collaboration with the Legal Department and Human Capital Department.

viii. At the end of each year, the GC shall report to the Audit Committee of the Board of Directors, (a) all Ethics Violation reports received and (b) the outcome or progress of each report. At each meeting of the Board of Directors, the GC shall report all Ethics Violations received and (b) the outcome or progress of each report.

4.2.11. Privacy of Information

i. Company collects and maintains personal information, which relate to CPs’ employment, including compensation, medical and benefits information. Company shall protect CP’s personal information wherever it is stored or processed. CPs who have access to personal information shall not disclose or distribute personal information without permission from the affected CP.

4.2.12. Conflict of Interest

i. The best interest of the Company shall remain priority. It is the policy of the Company as well as a responsibility of the Board and Senior Management, that all COI be avoided and that any such conflicts (where they do arise) do not conflict with the obligations to the Company.

ii. Company will manage conflicts of interest by requiring Covered Persons to:

a) Avoid COI where possible,

b) Identify and disclose any COI,

c) Carefully manage any COI, and

d) Follow this Policy and respond to any breaches.

iii. COI occurs in situations where a CPs’ personal interest is in conflict with and takes precedence over the interest of Company. Every person has an obligation to avoid financial or other outside relationships that could result in a COI. This includes activities that may produce conflicting loyalties or interests and those interfering with effective job performance.

iv. Preventing a COI may include but is not necessarily limited to the following:

a) Establishing clear rules of conduct with respect to COI.

b) Minimizing the possibility of COI arising between the private interests of CPs and company interest related to official duties of CP.

c) Providing objective and fair resolution of COI incidents.

v. It is impractical to list every activity or interest that may constitute a COI. Therefore, it is imperative that Covered Persons understand their obligation not to unduly use or appear to use their position as CPs of the Company for personal gain and shall refrain from becoming involved or place themselves in situations that may be perceived as COI.

vi. Every person is mandated to disclose to his or her supervisor any situation that may involve a potential COI or the appearance of one.

vii. Failure to report an actual COI may lead to disciplinary action, including dismissal.

viii. COI includes but are not necessarily limited to the following:

4.2.12.1 Competitive Relationships

i. CEO’s approval is required if a CP holds an interest in a company in the same business lines as Company. This includes holding financial interests, either directly or indirectly as well as interests in enterprises that conduct substantial business with the Company.

ii. It is detrimental to the Company’s interest for CPs to do any work for a competitor or to accept any commission, fee or other form of compensation that is related to or influenced by the CP’s job within the Company.

4.2.12.2. Relatives, Customers, Contractors and Suppliers

i. Situations may arise in which a Covered Person’s spouse, child or close relative is employed or has a financial interest with a customer, contractor or supplier to Company. Frequently this is not a problem, but the potential for conflicts of interest or the perception of impropriety may exist. Therefore, it is important that the CP disclose these situations in writing to the Company.

ii. CP may have job duties with direct responsibilities over a customer, contractor or supplier where their relatives are employed. Therefore, it is important that the CP discloses these situations in writing to the Company. In addition to written disclosure and receiving approval from the CEO, steps may be taken to minimize or eliminate the potential conflict of interest. This may include reassignment of approval authority for the specific customer, contractor or supplier; more direct supervisor involvement; or reassignment to another job.

4.2.12.3. Misuse of Company Assets

i. Taking care of Company resources is every CP’s responsibility. It is inappropriate for CPs to take or use such resources without Company approval to further their personal interests. Taking of Company equipment or materials without prior approval shall constitute theft and shall result in immediate disciplinary action, including but not limited to termination of service.

4.2.12.4. Entertainment, Gifts and Bribes

i. Conducting business with the expectation of obtaining a personal benefit from a customer, contractor, supplier, vendor or competitor is unacceptable. CPs are prohibited from accepting any Substantial Gifts, as defined in Section 3 above, or bribes from customers, contractors, suppliers, vendors or competitors.

ii. In addition to the definition of Substantial Gifts in Section 3 above, the following should also be considered in determining whether a gift qualifies as Substantial:

a) Proportionality: Where the value of gifts/hospitality is out of proportion to the business engagement, occasion and seniority for the individuals involved and is unreasonable in that context;

b) Intent of the donor: Where the intent of giving the gifts/hospitality is to influence the recipient’s objectivity and the timing would not be viewed as inappropriate;

c) Transparency: Where the gifts/hospitality are not given and received in an open manner;

d) Frequency: Where multiple gifts/hospitality are extended between the same individuals, consideration should be given to the frequency and acceptability of it, particular when viewed in the wider context; and

e) Cultural sensitivity: Linking in with each of the above, certain gifts may be culturally appropriate and acceptable.

iii. Normal business courtesies may permit the acceptance of entertainment and gifts for CPs or their families when such favours are customary in the business and are Nominal Gifts as defined in Section 3 above. Any entertainment, gift, or favour that is repetitive or carries a perception of influence or which imposes an obligation on the receiver or giver is inappropriate and shall be reported by the CP to his/her supervisor or manager.

iv. CPs may be authorized to extend entertainment, gifts or favours to business associates under the following conditions:

a) Prior approval is received from Senior Management.

b) These are legal.

c) These are not offered for a specific gain or specific action.

d) They follow the generally accepted ethical standards of the country where the activity occurs.

e) The value is nominal as defined in Section 3 above, and cannot be construed as illegal or improper.

v. Where it would be awkward to decline a proffered Substantial gift, it should be accepted on behalf of the Company, and the CEO should be consulted as to its disposition.

4.2.12.5 . Conflict of Interest Declaration

i. Every CP shall on an annual basis, as and when directed by the Company, submit a Conflict of Interest Declaration in the prescribed form.

4.2.13. Use of Company Name or Property

i. The Covered Persons shall not use the Company’s name, property or purchasing power for their own personal gain including but not limited to the following:

a) Diverting business opportunities from the Company for personal gain.

b) Recommending an acquisition of an item that is owned by the CP, a relative or associate without proper disclosure.

c) Use of Company telephone number, job title, address or business card to promote or carry on a personal business.

d) Operate equipment in a Company workshop after hours to repair or construct personal articles.

e) Solicit donations from local merchants, contractors and suppliers in the name of Company.

f) Use of Company property for personal interests.

4.2.14. Use of Internet and E-Mail

i. Company’s information and communication system, including connections to the Internet and E-Mail system, are vital to our business and shall strictly be used for conducting Company business or for other incidental purposes. Inappropriate use as outlined in the Company Computer Systems Policy shall be considered misuse of Company assets and is a violation of the Code of Ethics policy and shall be subject to disciplinary action.

4.2.15. Intellectual Property

i. All Intellectual Property, inventions and technology developed or conceived by CPs during or as a result of their employment with Company shall be reported and shall become the property of Company.

ii. Company also recognizes and respects the legal rights of other companies and CPs on ownership and use of Intellectual Property. With this in mind, Company shall:

a) Comply with copyright laws and respect the rights of owners of films, videos, books, written materials and computer software.

b) Prohibit infringement or illegal use of any trademark, patent, trade secret or proprietary technology or information belonging to a third party.

c) Take appropriate measures to ensure Company’s intellectual or proprietary assets are not infringed upon or misappropriated by others.

4.2.16. Tendering, Contracting and Procurement

i. Company’s policies and procedures for the procurement of goods and services, tendering and awarding contracts shall be strictly adhered to, including but not limited to the following:

a) Award all contracts on the basis of competitive bids, except in circumstances where a negotiated bid is expressly authorized or a bid waiver is obtained.

b) Ensure Company’s actions with respect to bidders or potential bidders shall be fair, ethical and beyond reproach.

c) Proper review and approval of all contracts shall occur within the authorities delegated.

d) Protect Company’s business, operational, financial and legal interests.

e) Ensure Technical and Commercial Evaluations of all proposals are thorough and objective.

f) Avoid disclosure of information either directly or indirectly to a potential bidder to enhance competitive advantage or reciprocal dealing that would result in personal gain or be detrimental to the welfare, interest or image of Company.

4.3. Procedures

4.3.1 Covered Person

i. Thoroughly read this Policy.

ii. Complete the Annual Mandatory Code of Ethics Computer Based Training course and the Conflict of Interest Declaration Form assigned by the HR Strategy and Rewards Section.

4.3.2. Human Capital Department

i. Assign mandatory training course on the Code of Ethics and the COI Declaration Form to all Covered Persons on annual basis released every first quarter of the year with validity of 60 days.

ii. Provide a status report of CPs who do not complete the mandatory training course to the Human Capital Manager, CP’s supervisor and Senior Management.

4.3.3. Human Capital Manager

i. Enforce Disciplinary Policy, AD-HRD-PCY-00-0015 for CPs who fail to complete mandatory Code of Ethics CBT and the COI declaration form.