Corporate Governance Policy

ZYLUS GROUP POLICIES 

• Disclosure Policy 
• Whistleblower Policy 
• Diversity Policy 
• Code of Business Conducts and Ethics.

 DISCLOSURE POLICY 

Zylus Group Intl. (“Zylus” or the “Company”) has both legal and ethical obligations to provide appropriate disclosure of Material Information, and to ensure that employees  and others do not benefit from having and using undisclosed Material Information. 

“Material information” is any information that reasonably could be expected to affect the market for the Company’s operational stock or to influence an investor’s decision to buy, sell or hold the stock. The wrongful use of undisclosed Material Information may  make both the Company and the individual involved liable for criminal and/or civil  penalties and damage awards. 

• Control of Confidential Information 

All employees have the responsibility to inform senior management on a timely basis of  events or developments that might have a material effect on the Company. Strict  confidentiality must be maintained with regard to disclosure of confidential information  to persons within the Company who have no need to know, and to anyone outside of  the Company. 

• Public Disclosure Responsibilities 

The Company has a variety of disclosure obligations under laws and regulations. The  Company fulfils those obligations through regulatory filings, periodic reports to stake  and shareholders, press releases, and website disclosures. The Company also provides  information to stake/shareholders and others through communications with the  media, analysts and others in the financial community, by way of industry  presentations and in response to inquiries. 

In carrying out the Company’s disclosure responsibilities: 

– The Board has established a corporate disclosure committee (the “Disclosure  Committee”), comprised of the Chief Executive Officer (the “CEO”), the Chief Financial Officer (the “CFO”) and such other persons as the CEO may designate.  When deemed advisable, the Disclosure Committee may designate other senior  management, from time to time, to assist it in the carrying out of its duties. The  Disclosure Committee is responsible for designing procedures to ensure  compliance with all regulatory disclosure requirements and for overseeing the  Company’s disclosure practices under this Policy. 

– The Disclosure Committee may consult with the Company’s legal counsel and such other appropriate expert advisors as it considers necessary or advisable in  discharging its responsibilities under this Policy. 

– It is essential that the Disclosure Committee be kept fully apprised of all pending  material developments related to the Company in order to evaluate and discuss  those events to determine the appropriateness and timing for public release of  information. If it is deemed that Material Information, as defined below, should  remain confidential, the Disclosure Committee will determine how that information will be controlled. 

• The Disclosure Committee is responsible for: 

– ensuring appropriate systems, processes and controls for disclosure are in place; 

– ensuring the proper and timely completion and filing of technical reports, if  necessary; 

– reviewing all news releases and Core Disclosure Documents to ensure that they  are accurate and complete in all respects prior to their release or filing; 

– reviewing and updating, if necessary, this Policy as needed, to ensure compliance  with changing regulatory requirements, subject to approval by the Board of  Directors; and 

– reporting to the Board. 

• Materiality Determinations 

Materiality judgments involve taking into account a number of factors which cannot be  captured in a simple bright-line standard or test. The materiality of a particular event or piece of information varies between companies according to their size, the nature of  their operations and many other factors. An event which is “significant” or “major” for a smaller company may not be material to a larger company. The Disclosure Committee  will use appropriate industry and Company benchmarks for a preliminary assessment  of materiality and, guided by these benchmarks, the Disclosure Committee will use experience and judgment to determine the timing for public release of Material Information. 

• Principles of Disclosure of Material Information 

“Material Information” for the purposes of this Policy is any information relating to the  business and affairs of the Company that results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company’s assets or that would reasonably be expected to have a significant influence on a reasonable investor’s investment decisions.

– WHISTLEBLOWER POLICY 

• Reporting of Possible Violations or Other Questionable Practices 

The following procedures govern the reporting and treatment of reports of possible  violations of the Zylus Group Intl. (“Zylus” or the “Company”) Code of Business  Conduct and Ethics (the “Code”). 

The Company’s Audit Committee Mandate provides that the Audit Committee is to  establish procedures for the receipt, retention and treatment of complaints received by  the Company regarding operations, accounting, internal accounting controls or  auditing matters, and the confidential, anonymous submission by employees of  concerns regarding questionable operational, accounting or auditing matters. The  Audit Committee has adopted these procedures as to complaints and submissions  regarding accounting, internal accounting controls or auditing matters, and the  Compensation, Nominating and Governance Committee has adopted these procedures  as to all other complaints and submissions regarding the Code. 

• When to Make a Report 

You should make a report if you believe that any employee, officer or director of the  Company or any agent or representative of the Company, may have or is about to engage in any conduct which you believe may be: 

• A violation of the Code or any internal policy or code of practice, 
• A violation or otherwise involve questionable practices in connection with operations, accounting, internal accounting controls or auditing matters, 
• A violation of any law or regulation, 
• Corruption, mismanagement or fraud, or 
• A danger to the public or danger to worker health and safety or the environment. 

If you are unsure about the matter but concerned about the possibility of a violation or  questionable practice, you should nonetheless report the matter. Delays in bringing the  information to the attention of senior management, the Audit Committee or the  Compensation, Nominating and Governance Committee may cause damage,  complications, and irreversible consequences for the Company. Following the steps  outlined below will allow the Company to address the issues and ensure that timely  remedial action is taken.

   Procedures to Submit a Report 

You may make a report under this procedure in any of the following ways: 

– Bring the matter to the attention of your immediate supervisor. Any supervisor  receiving such a report is to immediately bring the matter to the attention of the  Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), or other member of senior management. 

– Bring the matter to the attention of the Chairperson of the Audit Committee. 

– All reports will be treated as confidential to the extent possible, and only revealed  on a need- to-know basis or as required by management.  

– You may make the report orally, in writing, or by e-mail to any member of the  senior management.  

All report information will be input directly into the WhistleBlower Security system and  a notice will be sent via email to the Chairperson of the Audit Committee and the  Chairperson of the Compensation, Nominating and Governance Committee. 

With respect to matters involving the possible violation of laws or regulations, you also may choose to bring such concerns to an outside regulatory authority. However, the Company is committed to taking internal action in response to employee concerns, and would appreciate the opportunity to do so, if appropriate. 

– Follow-up and Outcome 

• On receipt of a complaint, the complaint will be reported promptly to  the Senior management and/or Chairperson of the Audit Committee.  In the case of an oral complaint, the party receiving the complaint is to report it orally and also to prepare a written summary for the Senior  management and/or Chairperson of the Audit Committee. 
• The Senior management and/or Chairperson of the Audit Committee  will promptly commission an investigation. At the election of the Audit  Committee Chairperson, the investigation may be conducted by  Company personnel, or by outside counsel, accountants or other  persons employed by the Audit Committee. 
• The identity of a person filing a complaint will be treated as  confidential to the extent possible, and only revealed on a need-to know basis or as required.

• On completion of the investigation, an oral and/or written investigative report will be provided to management and the Audit Committee. If any  unlawful, violative or other questionable conduct is discovered, the Audit Committee will cause to be taken such remedial action as the  Audit Committee deems appropriate under the circumstances to  achieve compliance with the applicable law, regulation or policy and to  otherwise remedy the unlawful, violative or other questionable  conduct. The Audit Committee Chairperson will prepare, or cause to be prepared, a written summary of the remedial action taken. 
• In each case, the written investigative report (or summary of any oral report), and a written summary of the remedial action taken in  response to the investigative report will be retained along with the original complaint by or under the authority of the Audit Committee Chairperson for a period of four years after the resolution of the matter. 

– Prohibition Against Retaliation 

The Company welcomes the courage and honesty of an employee who voices concern  over a particular course of action that he or she believes to be unlawful or harmful.  Any attempts to intimidate, threaten, harass or retaliate against any employee based  upon a good faith report made by an employee pursuant to the Code is strictly  prohibited and will result in disciplinary action up to and including termination of the 

person responsible for any such intimidation, threat, harassment or retaliation. 

However, groundless or unwarranted complaints – including those with vindictive  intent – are not acceptable. Appropriate disciplinary measures will be taken if allegations are initiated for malicious reasons or in bad faith. 

– Governmental or Company Inquiry 

If an employee receives an inquiry from a governmental authority concerning suspected  unlawful conduct, they should immediately direct the inquiry to their immediate superior, the CEO, the CFO or other member of senior management. In such  circumstances, they should take measures to preserve documents and other items  relevant to the investigation. To conceal an offence or to alter or destroy evidence is  illegal and may result in criminal prosecution. It also violates the Company’s commitment of conducting its business in a legal and ethical manner and is strictly  prohibited. 

If an employee receives an inquiry from the Company representative or a Board  committee in connection with an investigation under the Code, they are equally  obligated to take measures to preserve documents and other items relevant to the  investigation. 

– Failure to Comply or File a Report

The Company is committed to complying with all applicable laws, regulations and  policies. Such compliance is only possible if all employees, officers and directors ensure  that they follow all applicable laws, and Company policies and guidelines. When in  doubt, ask the CEO, CFO or other members of senior management. Personnel who 

violate the law or the Company’s compliance policies or knowingly fail to report a violation of law or compliance policy may be subject to disciplinary action, up to and including dismissal. The nature and extent of the action will be determined on a case-by-case basis. In reviewing the situation, the following is a partial list of  considerations: 

• The nature and severity of the offence. 
• Whether the persons involved acted reasonably. 
• The efforts by the persons involved to obtain guidance before the offense occurred. 
• Whether the persons involved reported themselves. 

Personnel is encouraged to report their own wrongdoing or possible wrongdoing. This action will be taken into account when assessing the appropriate discipline, if any. The  Company will also recognize situations where a person has made an honest mistake  and will take it into account in deciding the course of action to pursue. 

– DIVERSITY POLICY 

Zylus Group Intl. (“Zylus” or the “Company”) recognizes the benefits of  promoting diversity across its business, from the Board to the front line. The  Company believes that diverse perspectives enhance its organizational strength,  problem solving ability and ability to innovate. 

This document (the “Policy”) defines the Company’s policy with respect to  diversity on the Board of Directors (“Board”) of Zylus, to those in leadership positions at the Company and amongst the workforce. 

The Compensation, Nominating and Governance Committee will ensure that, as  required by applicable corporate laws, the annual proxy circular of the  Company informs shareholders and other stakeholders about the  implementation of the Company’s gender diversity commitment by: 

(a) including a summary of the objectives and key provisions of this Policy; 

(b) including information about the Compensation, Nominating and Governance Committee’s annual review of the effectiveness of the  Policy, disclosing the measures taken to ensure that the Policy has  been effectively implemented; 

(c) disclosing goals for the representation of women on the board and in senior management positions; and 

(d) the number and proportion of women on the Board, in senior management positions, and in the business as a whole; 

– Definitions 

In this Policy, diversity refers to all characteristics that make individuals different from each other. It includes but is not limited to characteristics such as gender,  geographical representation, education, experience, ethnicity and age. 

– Diversity and the Representation of Women on the Board 

Diversity is an important consideration in determining the composition of the Zylus Board. The Board has delegated the responsibility of overseeing and ensuring the  implementation of this Policy to the Compensation, Nominating and Governance  Committee. 

The Company believes that a Board made up of highly qualified individuals from  diverse backgrounds promotes better corporate governance, performance and effective  decision-making. To support the Company’s board diversity objectives, the  Compensation, Nominating and Governance Committee will, when identifying and  considering the selection of candidates for election or re-election to the Board: 

(a) consider only candidates who are highly qualified based on their  experience, functional expertise and personal skills and qualities; 

(b) consider gender diversity and representation of women on the Board; 

(c) consider other diversity criteria including geographical  representation, education, experience, ethnicity, and age; and 

(d) in addition to its own searches, as and when appropriate from time to  time, engage qualified independent external advisors to conduct a  search for candidates who meet the Board’s and the Company’s criteria for expertise, skills and diversity criteria to help achieve the  Company’s diversity goals. 

The Company has set an aspirational target of 20% representation of women on the  board by the end of the fiscal year from the adoption of this policy being December 31, 2021. The Company will report on progress towards this target every year in the Company’s annual proxy circular. 

For each director vacancy being filled, the Company will require that the candidate pool includes at least 30% women regardless of whether the search is conducted solely by  the company or through an external advisor. 

– Senior Leadership Diversity 

Diversity is also an important consideration in determining the composition of the  Company’s senior leadership. The Company believes that having individuals in senior leadership positions from diverse backgrounds promotes better innovation,  performance and effective decision-making. 

To support the Company’s senior leadership diversity objectives, the Board, the  Compensation, Nominating and Governance Committee and the Chief Executive  Officer, when identifying and considering the selection of candidates for senior  leadership positions, will: 

(a) consider only candidates who are highly qualified based on their  experience, functional expertise and personal skills and qualities; 

(b) consider gender diversity and representation of women on the Board; 

(c) consider other diversity criteria including geographical  representation, education, experience, ethnicity, and age; and 

(d) in addition to its own searches, as and when appropriate from time to  time, engage qualified independent external advisors to conduct a search for candidates who meet the Board’s and the Company’s criteria for expertise, skills and diversity criteria to help achieve the  Company’s diversity goals. 

– Amendment 

The Board has reviewed and approved this Policy. The Compensation, Nominating and Governance Committee is responsible for reviewing this Policy annually, updating this  Policy as required and reporting to the Board with respect to this Policy from time to time. 

– CODE OF BUSINESS CONDUCT AND ETHICS 

• Purpose of this Code 

  Zylus Group Intl. (“Zylus” or the “Company”) aims to conduct its business in accordance with the highest ethical and legal standards. To assist the Company in achieve this,  this Code of Business Conduct and Ethics (the “Code”) documents the principles of conduct and ethics to be followed by employees, officers and directors of Zylus. 

This Code is designed to deter wrongdoing and to: 

• promote honest and ethical conduct, including the ethical handling of  actual or apparent conflicts of interest between personal and  professional relationships; 
• promote avoidance of conflicts of interest, including disclosure to an  appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict; 
• promote full, fair, accurate, timely and understandable disclosure in  reports and documents that the Company submits to the regulatory  authorities and communicates to the public; 
• promote compliance with applicable governmental laws, rules and regulations; 
• promote prompt internal reporting of violations of this Code to an  appropriate person identified in the Code; 
• promote accountability for adherence to this Code; 
• provide guidance to employees, officers and directors to help them  recognize and deal with ethical issues; 
• provide mechanisms to report unethical conduct; and 
• help foster the Company’s culture of honesty and accountability. 

This Code applies to all employees, officers, and directors of the Company and its subsidiaries. Major contractors and third-party vendors also are expected to meet the standards contained in this Code. A violation of a law, government regulation or this Code is a serious matter. A director, officer or employee that violates a law, government  regulation or this Code will face appropriate disciplinary action, which may include  demotion or immediate termination of employment for cause and possible legal termination. 

– Responsibility 

This Code outlines a framework of guiding principles. As with any statement of policy, the exercise of judgment is required in determining the applicability of this Code to  each individual situation. 

It is the responsibility of every Company employee, officer and director to read and  understand the Code. Individuals must comply with the Code in both letter and spirit.  Ignorance of the Code will not excuse individuals from its requirements. 

In addition, it is the responsibility of every Company employee, officer and director to  prevent others from violating these standards if they are in a position to do so. If they  are not in a position to do so, it is their responsibility to bring the matter to the  attention of a member of senior management who is in a position to take appropriate 

action, or to the attention of an independent member of the Board of Directors (the “Board”). 

– Compliance with Law 

Each employee, officer and director must at all times comply fully with applicable laws  and avoid any situation that could be perceived as questionable, improper, unethical or  indicate a casual attitude towards compliance with the law. 

No employee, officer or director shall commit or condone an illegal act or instruct  another employee to do so. 

Employees, officers and directors are expected to be sufficiently familiar with any  legislation that applies to their circumstances and shall recognize potential liabilities,  seeking advice where appropriate. 

When in doubt, employees, officers and directors are expected to seek clarification from  their immediate supervisor or the CFO. 

– Policy to Prevent the Corruption of Public Officials 

Domestic and foreign laws and regulations require the Company to be in contact with  public officials on a wide variety of matters. Employees, officers and directors who  regularly make these contacts have special responsibilities for upholding the  Company’s good name. 

• Persons to Whom the Laws Apply 

Both Laws apply to the Company and its subsidiaries; their employees, officers and  directors; and their agents and representatives. For these purposes, action by an agent  or representative is the equivalent of action by the Company. 

• Prohibition 

The Laws and this policy prohibit offering or providing money or anything of value for the personal benefit of any “Public Official.” For purposes of this policy, Public Official means; – any government official or any official of a public international organization or – any political party or its officials or any political candidate for the purpose of:  

influencing that official in the exercise of his or her duties (or non- exercise of  those duties); having any such person influence government activity; or  otherwise securing an improper advantage for the purpose of aiding the  Company in obtaining, retaining or directing business. 

The Laws and this policy may be violated if the Company knows, or if it should have  been obvious to the Company, that the payments were made for an illegal purpose. 

The Laws and this policy also apply to indirect payments, i.e., where the Company  offers or provides money or anything of value to any person with the knowledge that the person will make a payment to a Public Official for such a prohibited purpose. 

The Laws and this policy also prohibit the possession of property or proceeds from  property known to have been obtained as a result of the bribery of a Public Official or  to “launder” (i.e. deal with intent to conceal) property or proceeds from property  obtained as a result of the bribery of a Public Official. 

Government-owned corporations and other instrumentalities are generally treated as if  they are governments, and their employees, officers and directors are treated as  government officials. 

• Facilitating Payments 

“Facilitating payments” are payments made to expedite routine governmental action that  does not involve obtaining, retaining or directing business. Example include payments to: 

– secure processing of papers such as regulatory permits, tax clearances, work  orders etc; 

– induce officials to process illegally facilitated operational or financial transactions; – induce minor government functionaries (government employees without  discretionary authority over a project or transaction) to complete their jobs in the  manner required and where the situation does not involve the securing of  business. 

Effective in the Nigerian Law, facilitating payments to Public Officials is prohibited. For  this reason, the policy of the Company is that no facilitating payments may be made to  any Public Official, foreign or domestic.   

• Exceptions to Prohibitions 

There are three exceptions to the Laws and this policy: 

– It is an affirmative defence if it can be shown that the payment was legal under  the written laws and regulations of the country 

– It also is an affirmative defence if it can be shown that the payment was a  reimbursement of travel, lodging and other reasonable and bona fide expenses  directly related to the business promotion, demonstration or explanation of the  Company’s business, or the execution or performance of a contract with the  government. As an example, payment of the travel expenses of a government  official to visit one of our projects locations, as a part of an effort to promote the 

Company, would fit into this category. 

– Unconditional gifts having nominal value, when made openly and as a social  amenity, or as a token of esteem, regard or gratitude in accordance with local custom, generally will not be regarded as a bribe. 

• Company Policy 

The Company’s policy is firm and unconditional. Under no circumstances will the Company  ever pay a bribe to a Public Official. If any employee, officer, director, agent or  representative is ever solicited for such a bribe, or if they become aware of any instance  where any Company employee, officer, director, agent or representative of the Company  or its subsidiaries or its joint ventures proposes to offer such a bribe or is otherwise  involved in such illegal activity, they must report the matter to their immediate  superior, or directly to the Chief Executive Officer (“CEO”) or Chief Financial Officer 

(“CFO”) of the Company. 

Any employee, officer, director, agent or representative who participates in any scheme  to pay such an illegal bribe will be terminated immediately. 

With respect to payments that fall within the exceptions noted above: 

• No payment that would otherwise be an illegal bribe may be made on the basis that it is legal under the written laws and 

regulations of the country without the prior written approval of  

the CEO. 

• No payment that would otherwise be an illegal bribe may be made on the basis that it is a reimbursement of travel, lodging or  

other reasonable and bona fide expenses directly related to the  

business promotion, demonstration or explanation of the  

Company’s business or the execution or performance of a  

contract with the government without the prior written approval  

of the CEO. 

• With respect to unconditional gifts of nominal value made openly  and as a social amenity, or as a token of esteem, regard or 

gratitude in accordance with local custom, the CEO will establish  

a monetary limit on the value of any such gift. Any gifts with a  

value in excess of that limit must be approved in advance by the 

CEO. 

• Entertainment 

When not prohibited by law, employees, officers and directors may entertain public  officials, but only under the following conditions: 

– it is legal and permitted by the entity represented by the official; 

– the entertainment is not solicited by the public official; 

– the entertainment occurs infrequently; 

– it arises out of the ordinary course of business; 

– it does not involve unreasonable expenditures, considering the circumstances; and 

– the settings and types of entertainment are reasonable, appropriate and fitting to the Company’s employees, officers or directors, their guests, and the business at hand. 

• Accounting Requirements 

The Company must Keep financial records which, in reasonable detail, accurately and  fairly reflect transactions; and Maintain a system of internal accounting controls  sufficient to provide reasonable assurances that: 

– transactions are executed in accordance with management authorization; – transactions are properly recorded as needed to permit preparation of financial  statements and to maintain accountability for assets; 

– all assets are recorded on the books of the Company and access to assets is only  permitted in accordance with management authorization; and 

– periodic auditing is done at reasonable intervals and action is taken to resolve  discrepancies. 

As an example, the accounting provisions require that the Company properly record all  payments and prohibit their characterization in some other form. The accounting  provisions also prohibit the Company from maintaining off-record cash “slush” funds  or cash that may be accessed without senior management authorization.

• Things to Look For 

The following is a list of “red flags” that may indicate the possible existence of corrupt  practices: 

– An agent with a poor reputation or with links to the government. – Unusually large commission payments or commission payments where the agent  does not appear to have provided significant services. 

– Cash payments, or payments without paper trail or compliance with normal  internal controls. 

– Unusual bonuses to personnel for which there is little support. 

There are seven categories of reportable payments consisting of taxes, royalties, fees,  production entitlements, bonuses, dividends and infrastructure improvement  payments. All payments made by the Company and any entity controlled by the  Company must be reported. The Company’s policy is firm and unconditional. All 

payments made to any governmental entity must be reported. 

– Conflicts of Interest 

Employees, officers and directors shall avoid situations where their personal interest could conflict with, or appear to conflict with, the interests of the Company and its stake/shareholders. 

Conflicts of interest arise where an individual’s position or responsibilities with the Company present an opportunity for personal gain apart from the normal rewards of  employment, to the detriment of the Company. They also arise where an individual’s  personal interests are inconsistent with those of the Company and create conflicting  loyalties. Such conflicting loyalties can cause an individual to give preference to  personal interests in situations where corporate responsibilities should come first.  Employees, officers and directors shall perform the responsibilities of their positions on  the basis of what is in the best interests of the Company and free from the influence of  personal considerations and relationships. 

If a potential conflict of interest arises and the individual involved is an employee of the Company, the individual involved must immediately notify their immediate supervisor and the Company’s CFO in writing and no further action may be taken unless authorized in writing by the individual’s immediate supervisor and by the Company’s CFO. If such individual is an officer or director of the Company, the Chairperson of the Board, as well  

as the Company’s CFO must be immediately notified in writing and no further action may be taken until authorized in writing by the Chairperson and by the Company’s CFO. 

The requirement of freedom from conflict of interest applies with equal force to the  spouse, children and other close relatives of each employee, officer and director. This  policy applies to all employees, officers and directors of the Company with respect to all of the affairs of the Company. While it is not possible to detail every situation where conflicts of interest may arise, the following policies cover the areas that have the greatest potential for conflict: 

– Personal Financial Interest 

Employees, officers and directors, should avoid any outside financial interests which might influence their corporate decisions or actions. An employee of the Company  whose corporate duties bring them into business dealings with a business in which  they or a member of their family has a financial interest or to which they or a member of their family has an indebtedness, or a business employing a relative or close friend,  must immediately notify his or her immediate supervisor and the Company’s CFO in writing, and a transaction may not be completed unless properly authorized in writing  by both the employee’s immediate supervisor and the Company’s CFO, after full disclosure of the relationship in writing. An officer or director of the Company whose  corporate duties bring them into business dealings with a business in which they or a member of their family has a financial interest or to which they or a member of their  family has an indebtedness, or a business employing a relative or close friend, must immediately notify the Chairperson of the Board as well as the Company’s CFO and a  transaction may not be completed unless properly authorized in writing by both the Chairperson and the Company’s CFO, after full disclosure of the relationship in writing. 

An employee, officer or director may not perform work or services for an organization  doing or seeking to do business with the Company without appropriate prior written  approval of such individual’s immediate supervisor and the Company’s CFO in the case of  an employee, and of the Chairperson and the Company’s CFO, in the case of an officer 

or director of the Company. An employee, officer or director may not be a director,  officer, partner or consultant of an organization (other than an organization in which the Company holds an interest or in which the Company has the right to nominate a  director, officer, partner or consultant) doing or seeking to do business with the  Company, nor may they permit their name to be used in any way indicating a business  connection with such an organization, without appropriate prior written approval of  their immediate supervisor and the CFO in the case of an employee, and of the  Chairperson and the Company’s CFO in the case of an officer or director of the Company. 

An employee shall not accept for themselves, or for the benefit of any relative or friend,  any payments, loans, services, favours involving more than ordinary social amenity, or gifts of more than nominal value from any organization doing or seeking to do business  with the Company, except in accordance with this Code and within normal business  practices.

– Outside Activities 

Employees and officers of the Company should avoid outside activities which would impair the effective performance of their responsibilities to the Company, either  because of demands on their time or because the outside commitments can be  contrary to their obligations to the Company. 

– Protection and Proper Use of Company Assets 

All employees, officers and directors have an obligation to protect the Company’s assets,  including opportunity, information and the Company’s name, and ensure their efficient  use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All of the Company’s assets must be used only for legitimate business purposes and not for  personal use. 

– Corporate Opportunities 

Officers and directors will not (a) take for themselves personally, opportunities that are discovered through the use of corporate property, information or position; (b) use  corporate property, information, or position for personal gain; or (c) compete with the  

Company, in a manner which conflicts with fiduciary and other duties. Officers and directors owe a duty to the Company to advance its legitimate interests  when the opportunity to do so arises. 

Employees will not (a) take for themselves personally opportunities that are discovered  through the use of corporate property, information or position; (b) use corporate property, information, or position for personal gain; or (c) compete with the Company,  without appropriate prior written approval of such individual’s immediate supervisor and the Company’s CFO. 

– Fair Dealing 

Directors should endeavour to deal fairly with the Company’s clients, service providers, suppliers, and employees. No director should take unfair advantage of anyone through  manipulation, concealment, abuse of privileged information, misrepresentation of  material facts or any unfair dealing practice. 

– Competitive Practices 

Management of the Company firmly believes that fair competition is fundamental to continuation of the free enterprise system. The Company complies with and supports laws of all countries which prohibit restraints of trade, unfair practices, or abuse of  economic power. The Company will not enter into arrangements which unlawfully restrict its ability to compete with other businesses, or the ability of any other business organization to  compete freely with the Company. Company policy also prohibits employees, officers  and directors from entering into, or even discussing, any unlawful arrangement or understanding. 

These principles of fair competition are basic to all the Company’s operations. They are integral parts of the following sections that cover the Company’s dealings with suppliers and public officials. 

– Dealing with Suppliers 

The Company is a valuable customer for many suppliers of goods, services and  facilities. People who want to do business, or to continue to do business, with the  Company must understand that all purchases by the Company will be made  exclusively on the basis of price, quality, service and suitability to the Company’s  needs. 

• “Kickbacks” and Rebates 

Purchases of goods and services by the Company must not lead to employees, officers  or directors, or their families, receiving any type of personal kickbacks or rebates. Employees, officers or directors, or their families, must not accept any form of “under the-table” payment. 

• Receipt of Gifts and Entertainment 

Even when gifts and entertainment are exchanged out of the purest motives of personal  friendship, they can be misunderstood. They can appear to be attempts to bribe the  Company’s employees, officers or directors into directing business of the Company to a  particular supplier. To avoid both the reality and the appearance of improper relations  with suppliers or potential suppliers, the following standards will apply to the receipt of  gifts and entertainment by employees, officers and directors of the Company: 

1. Gifts 

Employees, officers and directors are prohibited from soliciting gifts,  gratuities, or any other personal benefit or favour of any kind from  suppliers or potential suppliers. Gifts include not only merchandise and products but also personal services and tickets to sports or  other events. The Company acknowledges however that as part of  normal good business relationships, suppliers may offer tickets to  sports and other events, meals and other forms of normal client  development gifts or services. Employees, officers and directors are  prohibited from accepting gifts of money.

Employees, officers and directors may accept unsolicited non monetary gifts provided: 

(i) they are items of nominal intrinsic value; 

(ii) they are appropriate and customary client development gifts for the industry, and they may not reasonably be considered  

extravagant for such employee, officer or director; or 

(iii) they are advertising and promotional materials, clearly  marked with the company or brand names. 

Any gift falling outside of the above guidelines must be reported to the Company’s CFO to  determine whether it can be accepted. 

In the transaction of some business, it is lawful and customary for business leaders to give unsolicited gifts to employees, officers or directors of the Company. These gifts can  be of more than nominal value. Moreover, under the circumstances, returning the gifts  or payment for them may constitute an insult to the giver. In such cases,the gift must be reported to the Company’s CFO who may permit the retaining of the gift. 

In all other instances where gifts cannot be returned or may adversely affect the  Company’s continuing business relationships, the Company’s CFO must be notified. The  Company’s CFO can require employees, officers and directors to transfer ownership of  such gifts to the Company. 

2. Entertainment 

Employees, officers and directors shall not encourage or solicit  entertainment from any individual or company with whom the  Company does business. Entertainment includes, but is not limited  to, activities such as dining, attending sporting or other special  events, and travel. 

From time to time employees, officers and directors may accept  unsolicited entertainment, but only under the following conditions: 

(i) the entertainment occurs infrequently; 

(ii) it arises out of the ordinary course of business; 

(iii) it involves reasonable expenditures (the amounts involved  should be ones that employees, officers and directors are  

accustomed to normally spending for their own business or  

personal entertainment); and 

(iv) the entertainment takes place in settings that also are  reasonable, appropriate, and fitting to employees, officers and  

directors, their hosts, and their business at hand.

– Political Activities and Contributions 

Employees, officers and directors who participate in political activities must make  every effort to ensure that they do not leave the impression that they speak or act for  the Company. 

The Company encourages its employees, officers and directors to participate in political  activities in their own time and at their sole expense. No corporate action, direct or  indirect, will be allowed that infringes on the right of any employee individually to  decide whether, to whom, and in what amount, they will make personal political  contributions. The same is true of volunteer political donations of personal service time, 

so long as it does not interfere with the working status of employees, officers or directors. 

– Equal Opportunity 

The Company supports the principle that every individual must be accorded an equal  opportunity to participate in the free enterprise system and to develop their ability to  achieve their full potential within that system. 

There shall be no discrimination against any employee or applicant because of race, religion, color, sex, sexual orientation, age, national or ethnic origin, or physical handicap (unless demands of the position are prohibitive). 

All employees, officers and directors will be treated with equality during their employment without regard to their race, religion, color, sex, sexual orientation, age,  national or ethnic origin, or physical handicap, in all matters, including employment,  upgrading, promotion, transfer, layoff, termination, rates of pay, selection for training  and recruitment. The Company will maintain a work environment free of  discriminatory practice of any kind. 

No employee shall have any authority to engage in any action or course of conduct or  to condone any action or course of conduct by any other person which shall in any  manner, directly or indirectly, discriminate or result in discrimination in the course of  employment, termination of employment, or any related matter where such 

discrimination is, directly or indirectly, based upon race, religion, color, sex, sexual  orientation, age, national or ethnic origin, or physical handicap. 

– Health, Safety and Environmental Protection 

Itis the Company’s policy topay due regardto thehealthandsafety ofits employees, officers and directors and others and to the state of the environment. There are federal, state  and local workplace safety and environmental laws which through various  governmental agencies regulate both physical safety of employees, officers and directors and their exposure to conditions in the workplace. Should an employee, officer or  director be faced with an environmental health issue or have a concern about  workplace safety, they should contact the Safety, Health, Environmental and CSR  Committee (“SHEC Committee”)immediately. 

– Work Environment 

Employees, officers and directors must treat each other with professional courtesy and  respect at all times and specifically shall not subject any other employee, officer or  director to unwelcome sexual advances, requests for sexual favors or other verbal or  physical conduct which might be construed as sexual in nature. Such conduct may  constitute sexual harassment under federal, and state law and may be the basis for  legal action against the offending employee and/or the Company. 

Any employee who believes that they have been subjected to sexual harassment should  immediately advise their immediate supervisor and the Company’s CFO that there are reasonable grounds to believe that an incident of sexual harassment has occurred. The  identity of the employees, officers or directors involved will be kept strictly confidential  and will not be revealed by the Company’s management without the employee’s permission. The alleged harassment will be thoroughly investigated and documented by the Company and appropriate action will be taken. 

– International Operations 

Corporate employees, officers and directors operating outside of Nigeria have a special  responsibility to know and obey the laws and regulations of countries where they act  for the Company. Customs vary throughout the world, but all employees, officers and  directors must diligently uphold the integrity of the Company in other nations. 

– Accounting and Recordkeeping, Internal Accounting Controls and Auditing Matters 

Many employees of the Company, not just accountants and controllers, participate in the financial control and reporting processes of the Company. If an employee, officer or  director has ANY responsibility for any aspect of the Company’s financial activities (for example: processing or approval of payments; creation, processing or approval of  invoices and credit memos; payroll and benefits decisions; approval of expense reports and other transactions; the estimation of financial reserves or other claims or the  amount of any accrual of deferral; or the recording of any of the foregoing in the Company’s records) and/or the preparation of the Company’s financial statements or other  financial reports, they must ensure their involvement complies with complete and  accurate procedures as per established Company practice. 

• Accounting and Recordkeeping 

Employees, officers and directors may not maintain funds or assets for any improper  purposes or make false or misleading statements in any Company documents, reports  or records. No undisclosed or unrecorded accounts may be established using the Company’s funds or other assets. All accounting records and the financial reports  produced from those records must be kept and presented in accordance with  applicable law, must accurately and fairly reflect in reasonable detail the Company’s assets, liabilities, revenue and expenses and, where applicable, must be in accordance with  generally accepted accounting principles. 

Transactions must be supported by accurate and reasonably detailed documentation  and recorded in the proper accounts. Best efforts are to be made to record transactions  in the proper accounting time period. To the extent that estimates are necessary, they  must be based on good faith judgment and be supported by appropriate  documentation. No payment or the related accounting entry may be approved or made  with the intention or understanding that any part of the payment will be used for any  purpose other than that described by the document supporting the entry or payment. 

• Management may not override internal controls 

No employee, officer or director who exercises supervision or influence over another employee shall direct, request or encourage that other employee to do anything or omit to do anything; the doing of which or the omission of which is contrary to the Code,  any other policy, procedure or rule of the Company or any applicable law. Employees are required to immediately report any situation in which any person attempts to  direct, request or encourage them to violate the Code, or any other policy, procedure or  rule of the Company or any applicable law. 

It should be noted that not every instance in which a policy is overridden or an exception to policy is taken will constitute a breach of the Code. To ensure that any decision to depart from Company policy is not inconsistent with the Code, any manager or supervisor who directs another employee to disregard Company policy, procedure, or  internal control will report the matter directly to the CFO together with a brief explanation as to why they took the view that the departure from policy was warranted  in the circumstances. The CFO will maintain a log of all instances of override reported  and provide a summary on a quarterly basis to the Audit Committee. 

Examples of inappropriate management override include but are not limited to: 

– A manager requests that a payment be made to a vendor without the authorized  approvals; 

– A manager instructs an employee to conduct unsafe acts 

– A manager instructs an employee to act in violation of environmental policies

– A manager who disregards harassment or abuse of another employee; – A manager requests that a significant journal entry is made or not made without  basis or without adequate documentation; 

– A manager requests a vendor payment without a supporting invoice; – A manager makes unsupported allowances, judgments, or estimates to manipulate earnings

– A manager does not disclose a potential conflict of interest before the Company enters into a business transaction with the related party. 

• Auditing 

The Company employs a firm of independent chartered accountants to audit the  Company’s annual financial statements. The annual audit has a number of purposes,  including; 

– compliance with regulatory requirements; 

– providing an independent assessment of whether the Company’s financial  statements fairly present the financial condition, results of operations and cash  flow of the Company; 

– assessment of the accounting principles used and significant estimates made by  the Company in preparing its financial statements; and 

– assessment of the Company’s system of internal controls over financial reporting as  required by applicable law and regulatory policies. Each employee is responsible  for providing whatever assistance may be required by the auditors. If inquiries from the Company’s independent accountants are received, employees, officers and  directors must respond promptly, fully and accurately. 

– If an employee, officer or director has any concerns as to weaknesses in the Company’s accounting system or in the Company’s internal controls; or if they  believe that any instances of fraud, or incorrect or questionable accounting  practices may have occurred; or if they believe that any instances of fraudulent, incorrect or questionable practices may have occurred in connection with the annual audit of the Company’s financial statements, they must consult with their immediate supervisor or with the Company’s CEO or CFO. Alternatively, they can  contact the Audit Committee of the Board of Directors using the procedures  outlined within the Company’s Whistleblower Policy, of the Company’s Corporate Governance Policies and Procedures Manual.

– Use of Company Property 

Employees, officers and directors are entrusted with the care, management and cost effective use of the Company’s property and they are not to make use of these resources for their own personal benefit or for the personal benefit of anyone else. Passwords are  to be kept confidential and use of the computer systems is limited to authorized  business purposes, although occasional personal use of the internet, e-mail and voice  mail will normally be permitted unless an employee’s supervisor believes that this  privilege is being abused. 

However, in order to protect the Company’s interests – including for example, to ensure that the Company’s computers and voice mail are not being used for improper purposes, such as sexual harassment – the Company reserves the right to review the contents of the Company’s computers, its e-mail system, and its voice mail system. No employee has a  

right of personal privacy with respect to information that is placed in the Company’s computers,the e-mail system, or the voice mail system. 

Employees, officers and directors are responsible to ensure that all Company property assigned to them is maintained in good condition, and that they are able to account for  such equipment. Any disposition of Company property should be for the benefit of the  Company and not for personal benefit. 

Company letterhead stationery is to be used only for correspondence related to the Company’s business. It must not be used it for personal correspondence or charitable  solicitation. 

Employees, officers and directors are to return all documents and property in their  possession upon termination of employment for any reason. 

– Confidentiality 

Employees, officers and directors will comply with the Disclosure Policies of the  Company. Employees, officers and directors should review and become thoroughly  familiar with these Policies and are encouraged to review these Policies throughout the  year. 

– Standards of Compliance 

• Initial Distribution 

Current employees, officers and directors designated to receive the Code will receive  their copies immediately after publication. 

Future employees, officers and directors designated to receive the Code will receive their  copies at the time they are hired. 

• Initial Verification 

Upon receiving their copy of this Code, current and future employees, officers and  directors will: 

– become thoroughly familiar with this Code. 

– resolve any doubts or questions about the Code with their supervisors or the CFO. – inform their supervisors and the CFO of any existing holdings or activities that  might be, or appear to be, at variance with this Code. 

– prepare written disclosures of such information, if requested, by supervisors or the  CFO. 

– take steps to correct existing situations and bring holdings and activities into full  compliance with this Code. 

• Maintaining Compliance 

Employees, officers and directors have the responsibility to maintain their  understanding of this Code. 

Supervisors have the responsibility to maintain an awareness on the part of their  employees of the importance of their adhering to this Code and for reporting deviations  to management. 

As requested by the Board of Directors or senior management, employees, officers and  directors will be asked to re-verify their understanding of this Code and their  compliance with this Code from time to time. 

Employees, officers and directors must inform their supervisors or the CFO of any changes in their holdings or activities that might be, or appear, to be in non compliance with this Code. 

Employees, officers and directors must prepare written disclosure of such information,  if requested. 

Employees, officers and directors must take steps to correct any such changes, if  necessary, to bring holdings and activities into full compliance with this Code. Such  steps will be approved in writing and will be based on the written disclosures  submitted by employees, officers and directors. 

• Audits of Compliance 

Regular audits of the Company will include procedures to test compliance with this  Code. 

– Violations of Standards 

Employees, officers and directors must immediately report any violations of this Code.  Failure to do so can have serious consequences for the employees, officers or directors  and the Company. 

Reports of violations should be made by employees to their immediate supervisor and to  the Company’s CFO and by officers and directors to the Chairperson and to the  Company’s CFO. 

After a violation is investigated, appropriate action will be taken. Management has the  right to determine the appropriate disciplinary action for a violation up to and  including termination of employment. All proposed disciplinary action is subject to  review by senior management. 

Employees, officers and directors should be aware that in addition to any disciplinary action taken by the Company, violations of some of this Code may require restitution  and may lead to civil or criminal action against individual employees, officers and  directors and any company involved. 

Supervisors have the responsibility of taking remedial steps to correct any operating  procedures that may contribute to violations of this Code. 

Retaliation in any form against an individual who reports a violation of this Code or  who assists in the investigation of a reported violation, is itself a serious violation of this policy. Acts of retaliation should be reported immediately to their supervisor and the CFO. 

– Amendment, Modification, and Waiver 

The Company will periodically review this Code. This Code may be amended, modified, or waived by the Board of Directors and waivers may also be granted by the Audit Committee, provided that any waivers granted to directors or executive officers of the  Company by the Audit Committee must also be approved by the Board. Employees,  officers, and directors will be fully informed of any material revisions to the Code. 

– Commitment 

To demonstrate its determination and commitment, Company asks each employee to review the Code periodically throughout the year and discuss with management any  circumstances that may have arisen that could be an actual or potential violation of  these ethical standards of conduct. 

Directors, officers and employees are required to sign the Code when they are engaged  or when changes to the Code are introduced.  

Directors, officers, and employees are also required to re-verify their understanding of 

this Code and their compliance with this Code from time to time, as determined appropriate by the Audit Committee, acknowledge they have read this Code, but no less than once every three years.