OUR CODE OF CONDUCT

MESSAGE FROM THE CHAIRMAN

As a responsible corporate citizen, Mr Price Group Limited, its subsidiaries and associated companies (“Group” or
“we”) is committed to the principles and practices of good corporate governance, which includes the implementation
of a Code of Conduct (“Code”) that is fully supported and adopted by the Board of Directors (“Board”).

Since our founding, our business practices have been governed by well-defined values and principles that form our
business culture, including integrity and fair play. This Code sets out the behaviour required by all our Associates
(“Associates”, “you” or “your”), including the Board, and the Group’s merchandise and sundry suppliers, service
providers and professional service providers, agents, advisors, representatives, contractors, landlords and
intermediaries (“Partners”) in the conduct of our affairs. As the custodian of ethical leadership, the Board is
responsible for overseeing that the Group conducts itself in a manner that ethical. I and my fellow directors on the
Board, individually and collectively, are committed to both the spirit and content of this Code in acting on behalf of
the Group. We hold ourselves accountable to the same standards as those we expect of our Associates and Partners.

The purpose of the Code is to define clear guidelines for all Associates and Partners. Advice should be sought when
in doubt about the correct course of action in a given situation, as it is ultimately the responsibility of each of us to
uphold the values of our business, a responsibility that cannot be delegated.

This Code sets out the ethical behaviour required of all Associates and Partners of the Group, whether in the trading
divisions, at Group head office, and across all countries in which we operate. The Group’s Partners are also required
to adhere to the Code and is incorporated by reference into the agreed contractual terms of engagement. All parties
must take careful heed of the Code’s contents and ensure that they comply with both the written word and the spirit
of the Code and should always be guided by the following key ethical principles:
• avoid any conduct that could expose the Group to unnecessary risk, or cause damage to the Group or its
reputation;
• act within the law and with honesty, integrity, respect and fairness,
• as Associates, always act in the best interests of the Group by putting the Group’s interests ahead of personal
or other interests.

Our hard-earned reputation must be preserved and nurtured so that our business, our people, our stakeholders and
the communities in which we live and work, continue to prosper. We all share equally in the responsibility to uphold
this Code and to take action if we believe it is not being followed.

NG Payne
Chairman
Mr Price Group

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 CONTENTS

OUR BELIEFS

1. HOW TO APPLY THIS CODE

2. SPIRIT OF TRUST

3. COMPLIANCE WITH LAWS AND REGULATIONS

4. CONFLICT OF INTEREST

5. CUSTOMER RESPONSIBILITY

6. COMMITMENT TO A FAIR AND HEALTHY WORK ENVIRONMENT

6.1 EQUAL OPPORTUNITY
6.2 DISCRIMINATION, HARASSMENT AND HARSH TREATMENT
6.3 FORCED LABOUR
6.4 CHILD LABOUR
6.5 REMUNERATION & WORKING HOURS
6.6 FREEDOM OF ASSOCIATION
6.7 REGULAR EMPLOYMENT
6.8 HEALTH AND SAFETY
6.9 SUBSTANCE ABUSE
6.10 MISCONDUCT OFF THE JOB
6.11 FAMILIES AND RELATIVES
6.12 RELATED PARTY RELATIONSHIPS

7. ENVIRONMENTAL AND SOCIAL RESPONSIBILITY

8. POLITICAL SUPPORT

9. GROUP FUNDS AND ASSETS

10. GROUP RECORDS

11. DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS

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 11.1 PROMPT COMMUNICATIONS
11.2 MEDIA RELATIONS

12. PRIVACY AND CONFIDENTIALITY

13. ANTI-COMPETITIVE PRACTICES

13.1 ARRANGEMENTS WITH COMPETITORS
13.2 ARRANGEMENTS WITH PARTNERS
13.3 ABUSE OF DOMINANCE

14. CONTRAVENTION OF THE CODE

15. ACCEPTANCE OF THE CODE

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 OUR BELIEFS

We are driven by PASSION, guided by VALUE and built on PARTNERSHIP.

These three beliefs, PASSION, VALUE, PARTNERSHIP, are the foundation stones of our business and are
guidelines for all Associates and Partners. By staying true to our beliefs, we ensure that we never waiver in
our vision to be the most valuable retailer in Africa and our purpose to be “Your value champion” and to add value in
everything we do.

Passion – means ordinary people doing extraordinary things. It’s our engine and the positive attitude,
enthusiasm and integrity of all our Associates who approach each day smiling and projecting a positive image;
believing work is fun! Trust is the most important aspect of creating and maintaining passion. Trust is about
conducting ourselves ethically and morally in order to get the best out of each other and is fostered by acting
with integrity and being honest and transparent.

Value – is the heart of our business and we strive to add value in everything we do. It is more than just
product, it is the way we service the business, each other and our customers. Value is about doing more than
what is expected or required.

Partnership – Mutual respect is integral to the culture of the group. Partnership is sharing the
ownership and success of the company with all our associates and fostering solid and long-term
relationships with our associates, customers,suppliers, shareholders, communities and government.

These beliefs are underpinned by ethical principles and we strive to continuously entrench our beliefs in the
Group’s strategy, decision-making processes, practices and governance so as to provide for an ethical
organisational culture and a sustainable business. Our beliefs guide ethical business conduct as detailed in
this Code and are the ethical framework within which we conduct business. As such and whilst the Group
recognises that there are different legal and cultural environments throughout the world, this Code applies to
the Board, Associates and Partners.

The Group believes in treating Associates, Partners and its stakeholders (shareholders, government,
communities and the environment) with fairness and respect. The Group’s Partners must apply the same
values and operate in compliance with the relevant legislation, other requirements or prevailing codes of
industry best practice in their respective countries when dealing with or on behalf of the Group. The provisions
of the Code constitute minimum standards; therefore, the Code does not prevent Partners from exceeding
these standards. Where applicable laws, rules and regulations address the same subject as provided within
this Code, that which imposes more stringent requirements must be applied.

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1. HOW TO APPLY THIS CODE
This Code applies to our Associates and our Partners. By “Associates” we mean all our Mr Price Group employees,
including full time, part time, flexi-time, permanent or contract employees. When we refer to “Partners”, we mean
everyone that we engage with to do business including our merchandise and sundry suppliers, service providers
and professional service providers, agents, advisors, contractors, representatives, landlords and intermediaries.
Certain sections of this Code are more relevant to our Associates, but our Partners are required to understand and
respect our position on these matters (e.g. the gift policy). Other sections are applicable to all our Partners (including
merchandise suppliers), and some are applicable specifically to our merchandise suppliers (e.g. forced labour).
Where a section is relevant to merchandise suppliers, it includes factories which they own or sub-contract to and
those factory workers.

The content of the various sections should be read holistically and understood in its entirety and should be applied
as the context requires. If you are unsure whether the sections of the Code apply to you, you are welcome to contact
the Group Compliance and Ethics Officer.

For your ease we have added icons to each section of the Code to identify to whom the content has the most
significant relevance. These icons are:
Associates

Partners
Merchandise suppliers

2. SPIRIT OF TRUST
We act with integrity and are open and transparent
We are committed to a spirit of trust, including fair dealing and integrity in the conduct of our business.

Trust is one of our most important values and the essence of which can be encapsulated in these two aspects:
• be worthy of trust yourself; and
• be willing to trust others.

Unless there is a high level of trust between associates, we will not be able to outperform our competitors. It is trust
that creates a magic environment. It is trust that builds self-confidence and self-respect.

Trust comes from us being honest, open and transparent with ourselves and each other. It is demonstrated in
having enough confidence to express concerns and aspirations to others. Trust means creating opportunities for
listening to and talking with each other.

Anyone who interferes with this spirit of trust is damaging the Group spirit and culture.

3. COMPLIANCE WITH LAWS AND REGULATIONS

We respect the law at all times
Associates and Partners are required to comply with all applicable laws, regulations and internal codes, policies
and business rules at all times.

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 We do not tolerate or permit any violation of the law or any unethical business dealing by an Associate or Partner.

We specifically do not tolerate, permit or engage in bribery or corruption of any kind. This includes paying, promising,
offering, authorising or accepting payment or gratification (in money or anything of value) to or from any anybody in
order to gain or retain business or secure an improper advantage either inside or outside of working hours.
Associates and Partners must bear in mind that the perception of their actions by others is important, and they
should act accordingly, especially when any indiscreet or anti-social behaviour could affect an individual’s
performance or reflect negatively on the Group.

Given the zero-tolerance policy of the Group in regard to acts of bribery and/or corruption, Associates who commit
or are in any way involved in acts of bribery or corruption, or whose conduct would or could be construed as an
illegal or corrupt practice, will be subject to disciplinary action and may be dismissed. Similarly, if any Partner
commits or is involved in acts of bribery or corruption, the Group will immediately cease all relations and
engagements with such Partner. The Group will be entitled, at its election to cease engagements with a Partner in
the event that there are allegations of involvement in bribery or corruption by the Partner or its employees and/or
where employees of a Partner are under investigation by any professional body, including for breach of a
professional code or equivalent governing standards (e.g. SAICA).

Also, Associates or Partners copying or using (i.e., infringing) other people’s creative ownership rights is not permitted
or acceptable. Appropriate action will be taken against Associates and Partners who infringe intellectual property
rights.

4. CONFLICTS OF INTEREST
We act in the best interests of the Group.

Associates are expected to perform our duties conscientiously, honestly and in keeping with the best interests of
the Group.

You must not use our position, or knowledge gained through your employment with the Group, for private or personal
advantage, or in such a manner that a conflict or an appearance of conflict arises between the Group’s interest and
our personal interests.

A conflict could arise where you, your spouse or life partner, a member of your family, a close friend of yours or
your spouse or life partner or a business with which you or your family or friend is associated, obtains a gain,
advantage or profit because of your position within the Group or knowledge gained through the Group.

If you feel that a course of action which you have followed or are contemplating following, may result in a conflict of
interest situation, or a perceived conflict of interest situation, you should immediately make all the facts known to
your manager, director, managing director or the Group Compliance and Ethics Officer.

Partners must avoid conduct that creates a conflict of interest for an Associate.

The Group has a Conflicts of Interest & Side-Hustle Policy, which must be complied with at all times, provides
guidance to Associates by detailing specific examples and FAQ’s for Associates to refer to when identifying and or
managing actual, potential or perceived conflicts of interest. Associates MUST declare all conflicts of interests and
side-hustles.

The Group also has a detailed internal Gifts policy with which Associates are required to comply at all times. This

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 policy sets out what Gifts are and are not acceptable, the processes that must be followed when approval for Gifts
is requested or granted, and Gift declaration obligations. Associates MUST declare EVERY Gift, even if the Gift
was not accepted or permission to accept the gift was not required or declined.

5. CUSTOMER RESPONSIBILITY
We treat our customers with honesty, fairness and respect.

We are focused on becoming the most valuable retailer in Africa and are therefore customer driven. A significant
amount of effort is spent on obtaining a deep understanding of customer needs, rights and expectations so that we
can surprise and delight our customers with our fashionable, great value products and good service.

All Associates shall provide fair, honest and respectful service to customers at all times. Associates shall not give
preferential treatment to customers who are family, friends or Partners.

The Group and all Associates are responsible for protecting customers’ personal information, in compliance with
applicable legislation.

6. COMMITMENT TO A FAIR AND HEALTHY WORK ENVIRONMENT

We adopt the principles of fairness and equal opportunity and will not condone discrimination, workplace
violence or misconduct

We are committed to and align ourselves to the principles of the International Labour Organization and the ETI Base
Code as well as the United Nations Global Compact Principles. We operate across vast geographic locations in
Africa and internationally with our suppliers, and both of these may include areas where social, economic and political
factors put human rights and a fair and healthy work environment at risk. We therefore commit to engage with our
Partners to resolve any issues we identify in respect of child labour, forced labour, excessive hours, minimum wages
and any other human right violations, to ensure as a good corporate citizen we support the communities we operate
in.
6.1 EQUAL OPPORTUNITY
Our recruitment policy is to support a system of equal opportunity for all. We seek to identify, develop and
reward each Associate who demonstrates the qualities of personal integrity, initiative, enterprise, hard work
and loyalty in their job.

We strongly reject notions of window dressing or tokenism. We believe that it is in the best interest of the
Group, the Associate and their peers to know that employment in the Group is on the basis of merit rather
than on race or other criteria unrelated to the Associate’s capability to do the job.

6.2 DISCRIMINATION, HARASSMENT AND HARSH TREATMENT

Associates and employees of Partners have the right to work in an environment which is free from any form
of physical or verbal abuse, physical discipline, harassment or discrimination, including on the basis of race,
gender, sexual orientation, place of origin, citizenship, creed, political persuasion, age, marital or family status
or disability. We promote, and expect Partners to promote, equality and prevent unfair discrimination in the
workplace. We employ, remunerate, promote, train, terminate, retire and pay Associates on the basis of their
ability to do the job, and without regard to race, caste, colour, gender, nationality, religion, age, disability,
gender, sexual orientation, union membership, political affiliation or marital status and expect the same of

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 our Partners. Migrant Associates have the same entitlement as local Associates and migrant employees of
Partners should have the same entitlement.

We will not tolerate any threatening, hostile or abusive behaviour by Associates in the workplace or whilst on
Group business. Damage to property and/ or harm to people are strictly prohibited.

Associates should report any cases of actual or suspected discrimination, harassment or harsh treatment in
the manner set out in the Contravention of the Code section.

6.3 FORCED LABOUR

Involuntary labour of any kind shall not be used, including prison labour, debt bondage or forced labour by

an external authority. Associates are not required to lodge “deposits” or identity papers, and are free to leave
their employment after giving the required notice (or reasonable notice where a period has not been agreed
/ stipulated). We expect our Partners to treat their employees in the same manner.

Lockouts are prohibited and Associates and employees of Partners may not be prevented from leaving any
place of work under reasonable circumstances or the conclusion of the official shift.

6.4 CHILD LABOUR

Partners shall not recruit child labour. Partners shall develop or participate in and contribute to policies and
programmes which provide for the transition of any child found to be performing child labour to enable him or
her to attend and remain in quality education until no longer a child; “child” and “child labour” being defined
in line with the International Labour Organisation (ILO) standards.

6.5 REMUNERATION & WORKING HOURS

Associates and employees of Partners shall be remunerated for their contribution to the performance of the
business in accordance with principles of fairness, responsibility and transparency. Associates and
employees of Partners shall be provided with written and understandable information about their employment
conditions and remuneration before they enter employment and about the particulars of their remuneration
for the pay period concerned each time that they are paid, and minimum legal wage requirements shall be
adhered to. No deductions from wages as a disciplinary measure shall be permitted nor shall any deductions
from wages not permitted by national law, be permitted without the expressed permission of the associate
concerned.

Partners must ensure the working hours of their employees comply with national laws, collective agreements
and the provisions of this Code, whichever affords greater protection for their employees. Working hours,
excluding overtime, must be defined by contract, and shall not exceed 48 hours per week. Where no national
laws are in place to govern working hours, the standard as stipulated by the ILO should be adhered to.

All overtime shall be voluntary and must be applied responsibly, taking into account the extent, frequency
and hours worked by individual Associates/ employees of Partners and the workforce as a whole. Overtime
must not be used to replace regular employment. Overtime must be compensated at a rate recommended at
no less than 125% of regular pay or that which is provided for under national law.
The total hours worked in any 7-day period shall not exceed 60 hours, except in exceptional
circumstances where:

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 • It is permitted by national law;
• It is permitted by a collective agreement freely negotiated with an Associates organisation
representing a significant portion of the workforce;
• Appropriate safeguards are taken to protect the health and safety of Associates/ employees of
Partners; and
• The employer can demonstrate that exceptional circumstances apply such as unexpected production
peaks, accidents or emergencies.

Associates/ employees of Partners shall be provided with at least one day off in every 7-day period or, where
permitted by national law, 2 days in every 14-day period.

We expect our Partners to apply the above to all people employed in their supply chains.

6.6 FREEDOM OF ASSOCIATION

We comply with all applicable legislation and regulation regarding Associate freedom of association and we
engage with Associates on an ongoing basis, to foster and maintain open and honest relationships that allow
Associates or Associate representative groups to liaise directly with management on matters that affect them.

We expect our Partners to comply with all applicable legislation and regulation regarding freedom of
association in respect of their employees and to ensure that the factory workers in their supply chains are
afforded the same rights.

6.7 REGULAR EMPLOYMENT

Where possible, work performed by Associates must be on the basis of recognised employment relationship
established through national law and practice. Obligations to Associates under labour or social security laws
and regulations arising from the regular employment relationship, shall not be avoided through the use of
labour-only contracting, sub-contracting, home-working arrangements or apprenticeship schemes, where
there may be no real intent to impart skills or provide regular employment. Such obligations should also not
be avoided through the excessive use of fixed-term contracts of employment. We expect our Partners to treat
their employees in the same manner.

6.8 HEALTH AND SAFETY

We are committed to providing a work environment which is conducive to safety and good health. Associates
who become aware of circumstances relating to operations or activities which pose a real or potential health
or safety threat, should immediately report the matter as set out in the Contravention of the Code section.

Partners must treat all their employees with respect and dignity, provide them with a safe and hygienic work
environment and must contribute towards the development of their employees.

Partners shall provide their employees with access to clean toilet facilities and portable water, and, if
appropriate, sanitary facilities for food storage. Their employees should receive regular and recorded health
and safety training, and such training shall be repeated for new or reassigned employees. Adequate steps
must be taken to prevent accidents and injury to health arising out of, associated with, or occurring in the
course of work or from unsafe buildings. This shall be done by minimising as far as is reasonably practical,
the causes of hazards and accidents inherent in the working environment.

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 Partners providing housing for their employees must keep these facilities separate from working areas, clean
and safe and meet the basic needs of employees. Partners shall assign responsibility for health and safety
to a senior management representative, who needs to ensure that these health and safety requirements are
applied and the relevant first aid equipment is available.

Any chemicals used by Partners in the production of merchandise must be in compliance with the guidelines
provided by the ILO Convention 170 for the safe use of chemicals.

Adequate fire safety equipment must be provided and Associates and employees of Partners must have
access to medical assistance and facilities where required.

6.9 SUBSTANCE ABUSE

Associates may never use, sell, transfer, manufacture or possess illegal drugs. Except in the event of prior
management approval, Associates may not consume alcohol on the Group premises or whilst on Group
business. Associates may not arrive for work under the influence of alcohol or any illegal drug.

6.10 MISCONDUCT OFF THE JOB

Associates must avoid conduct off the job that could impair work performance or affect the Group’s reputation
or business interests. Associates are required to advise their line managers of all criminal arrests or
convictions that might negatively impact their ability to perform their job, the Group’s reputation or the safety
of Associates and stakeholders.

In addition to the above, Associates have a duty to report all acts of misconduct they have observed (or have
evidence of) a fellow Associate or Partner committing. In the event an Associate fails to assist the Group in
identifying the Associate or Partner they are violating their duty of good faith and this may lead to disciplinary
action which could include dismissal.

6.11 FAMILIES AND RELATIVES

Immediate family members (including parents, children and siblings) and life partners/spouses of Associates
may be hired as Associates or Partners provided that, amongst others:
• careful consideration to the matter has been given and there is no conflict of interests;
• they are the most suitably qualified candidate for the position;
• the decision to appoint is made independent of the related associate;
• full disclosure of the relationship is made at the outset; and
• there is no direct or indirect reporting relationship between the related associate and the appointee.

These principles of fair employment will apply to all aspects of employment, including remuneration,
promotions and transfers.

6.12 RELATED PARTY ROMANTIC RELATIONSHIPS

A related party romantic relationship includes instances where the relationship develops during the course of
employment with the Group. In this instance, the Associates concerned need to report the relationship to their

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 respective line management who, if necessary, may adjust structures if there is a direct reporting relationship
impacted by the personal relationship.

7. ENVIRONMENTAL AND SOCIAL RESPONSIBILITY

We are committed to operating in a socially and environmentally responsible manner.
Environmental responsibility includes ensuring that inappropriate environmental risks are not taken and natural
resources used in our business operations are conserved. This objective is consistent with our traditional
commercial imperatives since it challenges Associates and Partners to use all resources (electricity, water, paper,
fuel etc.) more efficiently and responsibly.

The Group is concerned about the impact of merchandise production on the environment, the climate and natural
resources. It is therefore expected that Partners will act responsibly by complying with applicable environmental
laws and regulations in the country of operation. All production sites must monitor the impact of their activities and

their products or services on the environment, health and public safety.

All outgoing wastewater from wet processes conducted by Partners must be treated before discharge, and the
treated wastewater must be compliant with applicable legislation. All waste and in particular hazardous waste must
be disposed of in a responsible manner and in accordance with applicable legislation.

8. POLITICAL SUPPORT
We remain politically neutral.
We encourage the personal participation of Associates in the political process and respect their right to privacy with
regard to personal political activity. We will not attempt to influence any such activity, provided it does not disrupt
the workplace or contribute to industrial unrest.

Group funds, goods or services must not be used as contributions to political parties or candidates. In addition,
Group facilities must not be made available to political candidates or campaigns.

9. GROUP FUNDS AND ASSETS

We respect the Group’s assets and property.
We have developed internal controls to safeguard assets and impose strict procedures to prevent fraud and
misappropriation.

All Associates must at all times follow the prescribed policies and procedures for recording, handling and
safeguarding our funds and assets and must ensure that our funds and assets are used only for legitimate Group
purposes. We expect our Partners to similarly apply their funds and assets for legitimate purposes. Associates
involved in spending Group funds must take responsibility and use good judgement on our behalf to
ensure that appropriate value is received for such expenditure.

If any Associates become aware of evidence that Group funds or assets, or the funds or assets of Partners, may
have been used in a fraudulent or improper manner, they should immediately and confidentially report the matter
as set out in the Contravention of the Code section.

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10. RECORD KEEPING
We maintain valid, accurate and complete records.
The Group is required to keep accurate, valid and complete records to meet its legal and financial obligations and
to adequately manage the affairs of the Group.

The Group and Partners’ records should reflect all business transactions in an accurate and timely manner, which
should include qualitative and quantitative information. Undisclosed, unrecorded or misleading revenues, expenses,
assets or liabilities are not permissible. Associates responsible for accounting and recordkeeping functions are
expected to be diligent in enforcing proper accounting practices, and shall adhere to applicable professional codes
of conduct, including the NOCLAR (non-compliance with laws and regulations) standard.

Partners must keep records on site, including records of any incidents (including Occupational Health and Safety
incidents) and corrective actions applied.

Partners shall provide verifiable proof of compliance with the Code upon our request from time to time, which
shall include but not be limited to:
• Proof of a merchandise supplier compliance audit conducted within the twelve (12) month period prior to
the Partner executing any agreement with us to which this Code is an annexure;
• Proof of compliance with any legislation applicable to the Partner, which for South African Partners
includes Bargaining Council Agreements and BBBEE compliance certificates;
• Full disclosure of all factory/manufacturing or sub-contracted sites used to procure goods for us, including
but not limited to site names, addresses, locations (including GPS coordinates), and contact details
(names, phone numbers, email addresses) (“Disclosure Details”);
• proof of compliance by any agent, trading house, factory owner, guest or invitee or sub-contractor (“sub-
Partners”) of the Partner involved in the manufacture or procurement of goods for us;
• Where new sub-Partners are utilised by a Partner, the Partner is to disclose this to us as well as the
Disclosure Details pertaining thereto (this applies to all Partners, including merchandise suppliers where
they subcontract to or engage factory owners);
• The correct details of any sub-Partner that a Partner makes use of in the manufacturing or procurement
of goods for us must be disclosed for each order placed by us with a Partner (this applies to all Partners,
including merchandise suppliers where they subcontract to or engage factory owners and/or trading
houses).

11. DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS

We communicate with our stakeholders in a responsible manner
11.1 PROMPT COMMUNICATIONS
We strive to achieve complete, accurate and timely communications with all parties with whom we conduct
business, including government authorities, our customers and the public.
A prompt, courteous and accurate response should be made to all reasonable requests for information and
other customer and supplier communications. Any complaints should be handled in accordance with
internal procedures established by the various divisions of the Group and any applicable laws. .

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 11.2 MEDIA RELATIONS
In addition to everyday communications (including routine marketing and operational communication) with
outside persons and organisations, the Group will, on occasion, be asked to express its views to the media
on certain issues. When communicating publicly (including via social media platforms) on matters that
involve Group business, Associates must not presume to speak for the Group on such matters. Associates
approached by the media should immediately refer them to the Chief Executive Officer (CEO). Partners are
not permitted to speak on behalf of the Group and any requests of this nature by media or other third parties
must be referred to the office of the CEO.

When dealing with anyone outside the Group, including any public official, care must be taken not to
compromise the integrity or damage the reputation of any outside individual, business, government body,
or the Group. The Group’s position on public policy or industry issues will be dealt with by the CEO.

Articles for publication, public speeches and addresses about the Group and its business should be sent to
the CEO’s office to be reviewed and approved prior to issue.

Associates and Partners should separate their personal roles from the Group’s position when
communicating on matters not involving Group business. They should be especially careful to ensure that

they are not identified with the Group when pursuing personal or political activities, unless this identification
has been specifically authorised in advance by the CEO.

12. PRIVACY AND CONFIDENTIALITY

We uphold privacy and confidentiality of information
In the regular course of business, a considerable amount of confidential, personal and sensitive business, customer,
Partner and Associate information is accumulated. Extreme caution must be exercised in appropriately
communicating information which could be considered to be privileged and protected information to outside parties,
through formal or informal channels. This is relevant throughout the year and not only during the closed or prohibited
periods referred to in the Shares Trading Policy. When in doubt, the Company Secretary should be consulted for
approval.

Information that is necessary for the Group’s business should be collected, processed retained and secured in
accordance with Group policies and applicable legislation. In particular, the collection, retention and processing of
personal information must comply with the provisions of the Group’s Privacy Policy.

13. ANTI-COMPETITIVE PRACTICES

We are committed to competing fairly in the marketplace and will not enter into collusive arrangements
with competitors or Partners that will prejudice customers, Partners or competitors or interfere with free
competition in the market.

Associates must ensure that the Group is not involved in the following:
13.1 ARRANGEMENTS WITH COMPETITORS, WHICH COULD INCLUDE:
(a) Fixing prices or other trading conditions (for example agreeing with competitors to charge the same
price or offer the same credit terms);
(b) Market sharing arrangements (for example agreeing with competitors to “apportion” customers or

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 Partners, products or areas of operation); or
(c) Collusive tendering (for example agreeing with competitors to not compete normally in a tender
process).

13.2 ARRANGEMENTS WITH PARTNERS, WHICH COULD INCLUDE:

(a) Unfair agreements with Partners prohibiting them from dealing with a competitor; or
(b) Minimum resale price maintenance in terms of which the Group agrees with a supplier that it will not
on-sell a product or service for less than a certain price (provided that a supplier shall be entitled to
recommend a minimum resale price of a product or service to the Group, if, amongst other things, the
recommendation is not binding).

13.3 ABUSE OF DOMINANCE:

This is the potential abuse by the Group of its strong position in the marketplace. It could take the form of,
amongst other things:
(a) Charging excessive prices to the detriment of customers;
(b) Refusing to give a competitor access to an essential facility (i.e. an infrastructure or resource) of the
Group when it is economically feasible to do so;
(c) Price discrimination (this could involve, amongst other things, charging customers different prices for
the same products or services to gain an unfair advantage); or
(d) Engaging in an act that hinders or prevents a competitor from entering into, or expanding within, the
marketplace, including:
(i) Inducing or requiring customers or Partners not to deal with competitors;
(ii) Selling products or services on condition that the customer purchases other products or services
unrelated to the original purchase, or forcing a customer to accept a condition unrelated to such
original purchase; or
(iii) Predatory pricing if it is likely to have the effect of substantially preventing or lessening
competition.

We expect our Partners to ensure that they are similarly not engaged or involved in the conduct detailed
above.

14. CONTRAVENTION OF THE CODE

We are committed to upholding compliance with both the written word and the spirit of the Code and will
treat as serious any indications of contravention.
The Group adopts an open-door policy. If an Associate or Partner is concerned that or is unsure whether their own
actions may have contravened the Code or may contravene the Code, they should advise their line manager as
soon as possible, alternatively the divisional Managing Director, or the Group Compliance and Ethics Officer.

If an Associate, Partner or anybody else suspects that there has been a contravention of the Code they should
promptly and report this to the divisional Managing Director, Group Compliance and Ethics Officer or call the Group’s
Whistleblowers Hotline on 0800 00 64 65. Reports will remain confidential and disclosures will be protected where
this is requested by the person reporting the contravention. The Associate or Partner should not confront the
individual concerned.

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 By following this process, disclosures will remain protected and confidential where this is requested, and there shall
be no detriment suffered by any person reporting the contravention. The matter will be investigated impartially, with
the availability of two-way confidential communication and feedback, through the independent and externally
managed Whistleblowers Hotline.

Associates and Partners may be required to confirm their commitment to and compliance with the Code upon
request by the Group. If the Group determines that any Associate or Partner has transgressed the Code, then
corrective measures will be implemented, such as training, counselling or disciplinary action including termination
of employment (for Associates), and breach procedures, corrective action plans, penalties, reduced orders or
contract termination (for Partners). Certain breaches of the Code could also result in civil or criminal proceedings.
Any non-compliance of this Code by Partners will be deemed to be a material breach of any agreement or business
arrangement and may result in the termination of the Group’s relationship with the Partner.

15. ACCEPTANCE OF THE CODE

I, ……………………………………………………………………………………………….. (Full Name & Surname and

Partner name where applicable) hereby acknowledge that:

• I have read, understood and accept the Code;

• I will adhere to the rules and regulations as contained herein; and
• I will, if required, complete an annual declaration form in respect of the matters referred to in this Code.

Signed: ……………………………… on the ………….. (Day) of …………………….. (Month) .................(Year)

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22 November 2021