Code Of Conduct

Responsibility and Accountability

All Shehala staff has the personal responsibility to make sure that our actions abide by this Code of Business Conduct and the laws that apply to our work. Keep in mind that failure to abide by this Code will lead to disciplinary measures appropriate to the violation, up to and including dismissal. All Shehala staff is expected to read and comply with this entire Code of Business Conduct.

Additional Responsibilities of Directors, Officers and Managers

Shehala staff who are directors, officers and managers are expected to lead accord¬ing to Shehala’s standards of ethical conduct, in both words and actions. They must be positive activists and role models by showing respect and consideration for each other and for all Shehala staff. If Shehala directors, officers or managers ever have a concern about unethical or illegal activities, they are expected to take appropriate and consistent action, and inform Shehala’s Chief Executive Officer or Lead Inde-pendent Director.

Responsibilities to Business Partners Building quality relationships with other companies give Shehala competitive advantage.

Doing Business with Others

We will not do business with others who are likely to harm Shehala’s reputation. For example, we will avoid doing business with others of whom we have become aware of intentionally and continually violating the law. These laws include, for example, local environmental, employment, safety and anti-corruption statutes. All arrange¬ments with third parties must comply with Shehala policy and the law. We will not use a third party to perform any act prohibited by law or by this Shehala Code of Business Conduct.

Agents and Consultants

Commission rates or fees paid to dealers, distributors, agents, finders or consultants must be reasonable in relation to the value of the product or work that is actually being done. We will not pay commissions or fees that we have reason to believe will become bribes. All fees paid will require approval of a managing director of Shehala and will be paid out in accordance with company policies.

Subcontractors

Subcontracts play a vital role in the making of many of our contracts. In some cases, the subcontractor is highly visible to our customers. It is therefore very important to make sure that our subcontractors preserve and strengthen Shehala’s reputation by conforming to our Code of Business Conduct.

Joint Ventures and Alliances

We will strive to ally with companies that share our commitment to ethics. We will also work to make the standards of our joint ventures compatible with our own.

Purchasing Practices

Purchasing decisions must be made based solely on Shehala’s best interests. Suppli¬ers win our business based on product or service suitability, price, delivery and qual¬ity. Purchasing agreements should be documented, and clearly identify the services or products to be provided, the basis for earning payment, and the applicable rate or fee. The amount of payment must be commensurable with the services or products provided.

Responsibilities to Shareholders

We will treat the investment of our shareholders as if it were our own.

Protecting Shehala Assets

We have a responsibility to protect the Shehala assets entrusted to us from loss, damage, misuse or theft. Shehala assets, such as funds, products, or computers, may only be used for business purposes, or other purposes approved by management. Shehala assets may never be used for illegal purposes of any kind.

Proprietary Information

Shehala staff must safeguard all proprietary information by marking information accordingly, keeping it secure, and limiting access to those who have a need-to-know in order to do their job. Proprietary information includes any information that is not generally known to the public and is helpful to Shehala, or would be help¬ful to competitors. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve proprietary information continues even after employment ends.

Inside Information and Securities Trading

Shehala staff are not allowed to trade in securities or any other kind of property based on knowledge that comes from their job, if that information hasn’’t been re¬ported publicly. It is against the laws of many countries, including those of North America, Europe & Scandinavia to trade or to “tip” others who might make an in¬vestment decision based on inside job information. For example, using non-public information to buy or sell Shehala stock, options in Shehala stock or the stock of a Shehala supplier or customer is prohibited. Please also refer to Shehala’s Insider Trading Policy and Trading Blackout Policy.

Accuracy of Company Records

We require honest and accurate recording and reporting of information in order to make responsible business decisions. This includes business data such as quality, safety, and personnel records, as well as all financial records. All financial books, records and accounts must accurately reflect transactions and events, and conform both to required accounting principles and to Shehala’s system of internal controls. No false or artificial entries may be made. When a payment is made, it can only be used for the purpose spelled out in the supporting document.

Recording and Retaining Business Communications

All business records and communications should be clear, truthful and accurate. Business records and communications may become public through litigation, government investigations and the media. Avoid exaggeration, colorful language, guesswork, legal conclusions and derogatory remarks or characterizations of peo¬ple and companies. This applies to communications of all kinds, including e-mail and “informal” notes or memos. Records are maintained for seven years in order to comply with the Income Tax Act.