NEWTECNIC CODE OF CONDUCT

Introduction

This Code of Conduct sets out standards of behaviour and business conduct expected from all Newtecnic employees. We are committed to developing a culture within Newtecnic where everyone does the right thing and takes personal responsibility for their actions.

This Code of Conduct also provides direction on a number of issues you may encounter in your day-to-day activities. It offers guidance on how you should take the right actions to protect our business and the wider interests of our key stakeholders, including our colleagues, clients and shareholders.

It’s not possible to provide guidance on every situation you will face and, if you are unsure about the right course of action, we encourage you to seek advice from the C-Suite.

Underpinning this Code of Conduct are our values:

Collaborative: We enjoy what we do. We work closely with our clients and stakeholders to reach innovative solutions.

Trusted: We deliver what we promise. We act safely and ethically and we care for the environment and the communities in which we work.

Focused: We are clear in our approach. We are disciplined and thorough in how we work and deliver for our clients and customers.

OVERVIEW

Newtecnic is committed to sound and ethical business conduct in the way we interact with our key stakeholders.

Why do we have this Code of Conduct?

This Code of Conduct sets out the standards of behaviour and business conduct we expect of all

Newtecnic employees. We expect these standards, underpinned by the principle of doing the right thing, to be

adopted by individuals whenever they are performing their day-to-day duties as employees of Newtecnic, or when they are representing Newtecnic. All employees must take personal responsibility for ensuring that our commitment to sound and ethical business conduct is delivered.

Who does the Code of Conduct apply to?

This Code of Conduct applies to al subsidiary companies of Newtecnic and their directors, officers, managers and employees, including temporary workers.

What is required of me?

You must read and understand this Code and take personal responsibility for complying with it at all times by doing the right thing when dealing with your colleagues and other stakeholders.

If you are a manager or supervisor, you have an added responsibility to lead by example. You must ensure that members of your team understand this Code, that they are able to seek guidance when required and that any issues of concern which are reported to you are dealt with in the proper manner.

Newtecnic operated a range of detailed policies which supplement the principles of this Code and are referred to throughout. You must familiarise yourself with these policies, which are available on the Newtecnic file system or from the C-Suite team.

This Code provides a framework and guidance for ethical conduct but is not designed to cover all situations which you may encounter in your day-to-day activities.

If you are faced with a decision about an ethical matter and are unsure what to do, you should ask yourself the following questions:

• What is the right thing to do?

• Is it legal, decent, fair and honest?

• How would it look if the issue was reported in the newspaper?

• Would I feel comfortable explaining this in a court?

• Am I personally comfortable with this?

Often, a common-sense approach, using these principles as guidelines, will be the right approach. However, if you remain concerned, you should seek further advice. You should report any issues or concerns you may have regarding an actual or potential breach of this Code.

What about different laws and business practices in different countries?

Newtecnic is committed to complying with the laws and business regulations in each of the countries in which we operate. The Code applies everywhere we operate. If any local laws or business practices permit a lower standard of behaviour, then we operate to the standards set out in this Code.

Where can I get further guidance?

If you require further guidance about what to do in a particular situation or about any issue which may arise, you can seek help from your line manager or any member of the C-Suite.

What do I do if I am concerned about a breach of the Code of Conduct?

If you believe that you have experienced or witnessed behaviour which does not meet the standards required by the Code, you have a responsibility to do something about it. You may first wish to discuss the matter informally with your line manager. For more serious issues, the Newtecnic Whistleblowing Policy provides a mechanism by which employees can report concerns about the application of the Code or about business practices more generally, without fear of reprisal or retaliation. Any such claims will be investigated thoroughly. Anyone who is found to engage in retaliation or reprisal will be considered to be in breach of this Code.

What if something goes wrong?

Sometimes things can go wrong. We can all make mistakes. So, if you notice something has gone wrong, what do you do? You must not ignore it. Our policy requires you to report it. Ignoring it does not solve it – it may make things worse.

What are the consequences of breaching the Code of Conduct?

Newtecnic regards any failure to comply with the Code as a serious issue. Accordingly, breaches of the Code may be dealt with as misconduct and Newtecnic may take disciplinary action, up to and including dismissal.

OUR WORKPLACE

Health and safety

Safety is at the heart of everything we do and there is a need to ensure the safe and responsible operation of our business at all times. Nothing is so urgent that it cannot be done safely.

Our principles

We believe that all incidents and injuries are preventable and that all employees have the right to return home safely at the end of every working day. We aim to ensure we develop a proactive health and safety culture through learning and continuous improvement. Each of us is responsible for acting in a way that protects ourselves and others.

You will:

• take steps to understand and comply with applicable health and safety rules and procedures, both for your own

  safety and the safety of others;

• work in a way that protects the health and safety of those you come into contact with;

• be aware of the risks and hazards in your workplace and seek to reduce the potential for harm;

• ensure that you and members of your team have the skills and resources required to perform your roles safely;

• commit to promoting and embracing a positive health and safety culture;

• report potential hazards and concerns through the appropriate channels and take action to intervene and stop work if you consider you or others may be at risk; and

• comply at all times with all applicable health and safety requirements.

You will not:

• ignore or circumvent health and safety rules and procedures;

• take unnecessary risks; or

• put others in danger as a result of your actions.

THE ENVIRONMENT

We are committed to managing our environmental impact to a high standard and maintaining the sustainability of our business.

Our principles

Newtecnic believes that it is essential to minimise the environmental impact of its operations in order to secure the long-term future of the business.

You will:

• comply with environmental laws, policies and procedures;

• control pollution;

• minimise waste at our sites and recycle wherever possible;

• consume resources efficiently;

• use materials that minimise the environmental impact of our operations;

• minimise our carbon footprint; and

• source materials in a responsible way.

WORKPLACE BEHAVIOURS

We recognise the valuable contribution of our employees and we aim to treat people fairly and provide an inclusive

working environment. We also recognise the benefits of diversity and that a diverse workforce produces better results.

Our principles

Newtecnic is committed to providing equal opportunities for all employees, irrespective of race, nationality, gender,

sexual orientation, marital status, gender identity, religion, political belief, disability, age or other protected categories.

We aim to create a diverse and inclusive working environment in which all employees should feel respected and

valued and in which they are able to make the best use of their skills, free from discrimination or harassment.

You will:

• treat your fellow employees, and others you meet, whilst conducting business, fairly and with dignity and respect at all times;

• have consideration and regard for the beliefs and opinions of others, even when they may differ from your own;

• support diversity within the workplace;

• ensure that the promotion of employees is based on merit;

• speak up if you witness any individual being subjected to discrimination, bullying or harassment;

• employ only workers who meet the minimum applicable legal age requirement; and

• set employees’ working hours and pay in compliance with all applicable laws.

You will not:

• discriminate against employees, or any other individuals you meet whilst conducting business, on the grounds of race, nationality, gender, sexual orientation, marital status, gender identity, religion, political belief, disability, age or otherwise;

• display behaviour which offends, humiliates or threatens others; or

• engage in or support the use of forced or compulsory labour.

PRIVACY AND PERSONAL DATA

We are committed to being transparent about how we collect and use the personal data of employees and others and to meeting our data protection obligations.

Our principles

We respect the personal privacy of employees in accordance with applicable data protection laws and

acknowledge that employees and others have rights regarding the handling of their personal data.

You will:

• process personal data only in accordance with relevant data protection laws; and

• ensure that personal data in our possession is treated in a confidential and secure manner and is safeguarded from loss, disclosure or misuse.

You will not:

• access personal data for any reason other than a legitimate legal or business reason; or

• transmit personal data to anyone in the organisation or a third party without proper authorisation and a legitimate legal or business reason for doing so.

USE OF IT SYSTEMS

We use our IT systems appropriately and responsibly.

Our principles

We will use our IT systems and equipment for their intended purpose of promoting effective communication and working practices within our business. We will safeguard IT assets in our possession from loss, disclosure or misuse.

You will:

• comply with all applicable laws, policies and procedures governing the use of our IT systems;

• take appropriate measures to prevent access to our IT systems by complying with our information security requirements; and immediately report any loss of equipment, unauthorised access or other suspicious activity involving our IT systems of which you become aware.

You will not:

• use our IT systems for any activity which may be illegal, offensive, discriminatory, unethical or immoral; or

• destroy or cause intentional damage to our IT assets and data stored thereon (except as properly authorised).

CONFLICTS OF INTEREST

We manage conflicts of interest within the business properly and with integrity.

Our principles

We will identify any relationships with other employees, clients, suppliers or competitors etc. where our personal interests (or those of a close relative) conflict or may appear to conflict with those of Newtecnic and will ensure these are disclosed and managed appropriately.

You will:

• promptly disclose to your line manager any potential conflicts of interest and update the disclosure if necessary; and

• seek approval prior to entering into any relationship which may affect your ability to make objective business decisions.

You will not:

• have a directorship, substantial shareholding or other interest in a company with which Newtecnic does business without prior approval;

• perform any work in your spare time for a third party with which Newtecnic does business or which is a competitor to Newtecnic;

• be involved in activities for your own personal gain which conflict with Newtecnic’s business interests;

• use Newtecnic’s assets to undertake work for, or provider services to, a third party for your own personal gain; or

• employ or appoint a partner or relative to perform services for Newtecnic for reward.

OUTSIDE INTERESTS

We support employees who wish to take up additional appointments outside of Newtecnic where such appointments do not conflict with their duties to Newtecnic and there is no risk of reputational damage to Newtecnic.

Our principles

We encourage employees who wish to support their local communities and charitable organisations, and we support employees who wish to undertake voluntary or charitable work, provided that doing so does not conflict with their duties to Newtecnic.

We will also endeavour to support employees who wish to take up outside appointments for personal development reasons, where the experience they gain will be beneficial to their role within Newtecnic and where there is no conflict of interest.

You will:

• devote your energies whilst at work to pursuing the interests of Newtecnic;

• seek prior approval before undertaking any community or charitable work, which might require the use of company time or equipment; and

• outside of the workplace, be mindful of the impact that certain activities you may engage in, for example of a political or activist nature, may have on Newtecnic’s business and its reputation.

You will not:

• engage in any outside occupation or interest that is dependent on the use of company time or equipment without prior approval;

• agree to take up an appointment as a director, whether executive or nonexecutive, of a third-party company without prior approval from your line manager; or

• engage in activities outside of work which may reflect adversely on Newtecnic’s reputation.

OUR BUSINESS

Complying with laws and regulations

We are committed to conducting our business in accordance with applicable laws and in a responsible manner.

Our principles

We must comply with all applicable laws and regulations.

You will:

• ensure that you understand the relevant legal requirements which apply to your role or business, by obtaining appropriate advice if necessary;

• apply our standards, even in situations where the applicable or local law is less restrictive than those standards; and

• seek advice if you become aware of any breaches of laws or regulations by our business or our employees.

You will not:

• ignore rules for expediency;

• turn a blind eye if you know or suspect others may be breaking the law; or

• cut corners on cost grounds.

Anti bribery and corruption (including gifts and hospitality)

Newtecnic adopts a zero-tolerance approach to bribery and corruption.

We will not give or accept gifts or hospitality which may improperly influence our or others’ business decisions or outcomes and which may be construed as a bribe.

Our principles

Bribery is a criminal offence. Paying or conspiring to pay, soliciting or accepting bribes is against the law.

We require our employees and all third parties acting on our behalf to conduct business honestly and with integrity. We will not under any circumstance pay a bribe to, or accept a bribe from, any individual, organisation and/or public official in order to gain or retain any business advantage or for any other improper purpose.

We recognise that the courtesy of giving or receiving gifts and hospitality of modest value in the normal course of business, where permitted by law, is acceptable in principle, but under no circumstances must the giving or receiving be done with a view to the recipient being influenced to act improperly or to obtaining any form of improper advantage.

We do not make political contributions or donations.

You will:

• comply at all times with our policies and procedures which are designed to prevent bribery;

• speak up if you become aware of any potential or actual breach of antibribery laws or regulations or our own Anti Bribery and Corruption (including Gifts and Hospitality) Policy;

• ensure that all employees and third parties acting on our behalf understand Newtecnic’s zero tolerance

• approach to bribery and corruption;

• only accept or offer gifts or hospitality of a modest value, when it is lawful and customary practice to do so; and

• ensure that any gifts or hospitality are duly authorised, and recorded as necessary in a timely manner,

• in accordance with our gifts and hospitality rules.

You will not:

• tolerate or condone bribery or any other type of corrupt activity;

• offer, promise or give, solicit, agree to receive or demand any financial or other advantage, whether directly or indirectly, in order to induce or reward improper behaviour;

• offer or make facilitation payments;

• pay a bribe or participate in any other corrupt activity, regardless of any local custom or practice, for the purpose of winning or retaining business or obtaining an advantage in the conduct of business.;

• offer, promise or give any gifts or hospitality which may be (or may be misconstrued as) a personal reward for the recipient, intended to influence the recipient to act improperly or to reward improper behaviour on the part of the recipient;

• request, agree to receive or accept any gifts or hospitality which you believe are intended to influence improper behaviour or decisions or which would or could impose an obligation on you to treat another third party favourably; or

• make political donations or contributions on behalf of Newtecnic.

Anti-sompetitive behaviour

We will comply with competition laws.

Our principles

Newtecnic aims to compete fairly. We will not resort to anti-competitive behaviour nor will we tolerate such behaviour from employees or anyone acting on our behalf.

You will:

• comply with relevant competition laws;

• require all employees who have joined Newtecnic from a competitor, customer or supplier to respect the confidential information of their previous employer; and

• speak up if you become aware of any potential or actual breach of competition laws.

You will not:

• obtain or use information on competitors, clients and suppliers which has been obtained by illegal or disreputable means;

• discuss pricing or bid strategies with our competitors; or

• enter into discussions with competitors about sharing or restricting access to markets or clients.

Financial management and reporting

We will maintain proper and accurateb business and financial records.

Our principles

We will ensure that our financial transactions are recorded in a timely manner and that our assets and

liabilities are properly reflected in our financial records, in accordance with relevant accounting standards applicable to and adopted by Newtecnic.

We are committed to the prevention and detection of fraud and will report fraudulent activity, which may be a criminal offence, to the relevant authorities. We will not support activities designed to evade taxes.

You will:

• comply with the Group Finance Manual;

• be transparent with regards to all financial transactions; and

• utilise appropriate internal controls, including Internal Audit, to enable the accurate reporting of the Group’s results.

You will not:

• deliberately make a false or inaccurate entry in any company records or books of account;

• artificially manipulate the financial results of a period to show a position which is better than actual; or

• facilitate or assist in tax evasion by a third party.

Protecting our reputation

We will protect Newtecnic’s reputation.

Our principles

We recognise that Newtecnic’s reputation is one of its key assets and we will not take any action or engage in any behaviour, either at work or outside of the workplace, which may cause reputational damage to Newtecnic or any of its employees.

You will:

• act in a way which protects and promotes Newtecnic’s good reputation at all times.

You will not:

• make disparaging or damaging remarks about Newtecnic or any of its employees or stakeholders, whether verbally, in writing, electronically via email or the internet or via social media; or

• engage in any activities outside of work which may reflect adversely on the reputation of Newtecnic.

Confidential information

We are committed to protecting Newtecnic’s confidential information.

Our principles

We will take all necessary steps to protect Newtecnic’s confidential information and we will not use it for our personal benefit or for any illegal purpose. We will treat any such information provided to us by third parties with an equivalent level of care.

You will:

• keep confidential information protected and secure at all times;

• respect any conditions imposed by third parties on the use of their confidential information;

• ensure confidential information is only shared on a “need to know” basis and, in the case of a third party’s confidential information, with their consent; and

• promptly report any unintended disclosure of confidential information.

You will not:

• disclose confidential information to any third party without entering into an effective confidentiality agreement.

Community Investment

We acknowledge our commitment to ensure the responsible operation of our business, having regard to the wider community.

Our principles

We recognise that each Newtecnic business has an important role to play in its local community and we therefore encourage community interaction for the benefit of Newtecnic and its stakeholders. We support charitable organisations which are directly linked to benefit people in our local areas and communities.

You will:

• only make charitable donations in full compliance with all applicable laws and regulations and our Anti Bribery and Corruption (including Gifts and Hospitality) Policy;

• ensure all charitable donations are properly recorded; and

• encourage and support employees who wish to undertake voluntary work in their community.

You will not:

• make any charitable donations to any expressly prohibited organisations.