Prepared by: Bronwyn Adams Tel: +27 (0)21 680 6000 Fax: +27 (0)21 680 6003 Principa P.O. Box 2455 Cape Town 8000 South Africa Email: iso@principa.co.za principa.co.za

The Principa Ethics Charter

1.   Purpose and Scope of the Ethics Charter

Authority The Principa Ethics Charter commits the Company and its employees to the highest ethical standards. Ethical awareness in the Company should be increased through the dissemination of the content of this Charter in the Company and is intended to provide assurance and confidence to stakeholders in their dealings with the Company. The Chief Executive Officer is the custodian of this Charter as he is ultimately responsible for compliance to the highest level of ethical behaviour. Implementation The Principa Ethics Charter should be agreed to by all employees during the recruitment process and should be accessible in electronic or printed format for easy reference. Performance management; training and induction programmes must incorporate the principles of this Charter. This Charter is also applicable to other stakeholders of the Company as defined below. Although the ability to enforce compliance is more limited with stakeholders who are not employees, efforts should be made to provide for compliance in contractual arrangements to the greatest extent possible. Stakeholders All parties, individual or corporate; public or private sector; natural or unnatural who interact with Principa, such as clients; executives and managers; employees; funders and counterparties; suppliers; shareholders; law makers and regulators as well as communities. Positioning The degree to which the Company’s Vision; Mission and Core Values are embraced by all employees will reflect the Company’s positioning relative to others in the minds of our stakeholders. The role of The Principa Ethics Charter is to emphasise the commitment to the strategy and supporting statements as well as to clarify what is unacceptable behaviour.

2.   Our ethical business principles

We have the highest regard for the expectations, standards and reputation of all our stakeholders. We are therefore committed to the highest standards of ethics and corporate governance practices, as set out in our guiding business principles. These provide clarity on our commitment to proper behaviour in support of our strategic objectives. Whenever you are in doubt whether or not an action is acceptable in Principa, reference should be made to the following guiding principles and the clarification provided for each of them. We shall carry out Principa business in a diligent and loyal manner To achieve this, we shall:

• Comply with Charters, policies and procedures and guidelines as communicated from time to time;
• Exercise our obligations with due care and the required skill;
• Meet the legitimate expectations of all our stakeholders;
• Adhere to independent auditing and financial reporting standards;
• Practice good governance in our business strategies and operations; and
• Honour our obligations and deliver on our promises.

We shall respect the physical and intellectual property of Principa and its various stakeholders In this, we shall:

• Protect the assets of Principa, including confidential and important information, money and equipment; and
• Uphold a zero-tolerance approach towards any form of unethical behaviour and crime with regards to property rights, including those of our competitors.

We shall refrain from deceptive and criminal acts, such as theft, fraud and corruption and make timely and accurate disclosure of material information As a transparent business we shall:

• Be truthful and honest in all our dealings and communications;
• Be honest in accounting and financial reporting;
• Combat and report unethical behaviour, theft, fraud or corruption;
• Refrain from victimising and commit to protect whistle-blowers; and
• Refrain from entering into or not disclosing potential conflicts of interest where these may arise.

Conflicts of interest may be caused by:

• Outside activities, employment, and directorships;
• Relationships with customers and suppliers;
• Accepting gifts and entertainment; and
• Giving gifts and entertainment.

We shall recognise the basic human dignity of others We shall:

• Uphold basic human rights, including those set out in the South African Constitution;
• Only engage suppliers and business partners whose practices are respectful of human rights;
• Ensure a safe and healthy work environment;
• Prevent any form of harassment, racial, sexual or otherwise, in the workplace; and
• Treat customers, staff and all other stakeholders with dignity.

We shall engage in free and fair competition and refrain from collusion in any form We shall:

• Support free and fair competition by not being involved in price-fixing or discussions with competitors, suppliers or customers that might reduce competition;
• Refrain from arbitrary or unjustified discrimination against anyone;
• Uphold fair labour practices;
• Support freedom of association and collective bargaining; and
• Apply Principa policies consistently.

We shall act as a responsible corporate citizen by respecting the law, the natural environment, the communities in which we operate and the public in general: We shall:

• Uphold all applicable laws, rules, regulations and standards;
• Be prudent in our use of natural resources;
• Pursue business practices that are economically, socially and environmentally sustainable and sensitive to the reasonable expectations of all stakeholders; and
• Support the development of South Africa and the countries in which we operate by paying our due taxes.

We shall engage in good faith with parties who may have legitimate claims and concerns regarding Principa’s activities: We are committed to:

• Negotiate in good faith and free from coercion;
• React immediately to client concerns and complaints
• Offer products and services that strive to exceed client expectations.

We shall report acts that contradict any of our ethical business principles: We shall:

• Report any observation of unethical behaviour in the manner provided for in this Charter; and
• Report any suspected incidence of unethical behaviour in the manner provided for in this Charter.

3.   Ethics Support

There may be times when Principa employees require support in the implementation of The Principa Ethics Charter. This may occur when they are unsure about a decision or action they are required to carry out, or when they observe or suspect inappropriate behaviour by others. Guidance; Confidentiality and Anonymity For this Ethics Charter to be effective, sufficient guidance must be provided for employees and other stakeholders to understand and distinguish between ethical and unethical behaviour. Adequate information must also be provided with regards to the confidential and/or anonymous reporting process when behaviour incongruent with the principles of this Ethics Charter is observed.

• Guidance can be sought from line managers, human resources practitioners and/or executives if this Ethics Charter or other available company documentation provides insufficient clarity on ethical guidance.
• Confidential reporting of suspected unethical or fraudulent behaviour can also be directed to line managers, human resources practitioners and/or executives. If confidentiality is required, this should be emphasised.
• Anonymous reporting of suspected unethical or fraudulent behaviour can only be reported via the Whistle Blowers Anonymous reporting process.

This process enables employees to be identified for follow up without their identity being disclosed to the company. Other than through the Whistle Blowers anonymous process, Principa will not respond to anonymous reports. Executives and managers throughout the Company have been instructed to ignore: all unsigned letters; all phone calls from people who are not prepared to identify themselves; and any communication from unidentified individuals claiming to represent others. Cases of misconduct should ideally be reported as close to the source as possible (i.e. internally or at Company level); however, if this does not seem appropriate, the anonymous reporting option should be used. These anonymous reports are distributed to the Ethics Officer for investigation. All alleged incidents of misconduct will be investigated. All executives, managers, human resource practitioners and members of the Internal Audit department are required to deal with reports of unethical conduct in the strictest confidence.