CEO and Vice Chairman’s Message

Our success is the result of many things-the talent, knowledge, and experience of our employees; the strength of our management team; and the quality of our product and services. Nevertheless, our success depended and will depend very much on our values, which we are constantly working to reinforce, and communicate to our customers, suppliers, employees, shareholders and the community at large.

Bukhatir Group's Code of Conduct expresses values and expects all who work for us to live by them as well. They are vital to securing and maintaining respect from our customers, suppliers, employees, shareholders and the community at large.

Bukhatir Group aspires to be known as;

• A group trusted by its customers and suppliers for its high standard of ethics.
• A group offering high standard of products and services.
• A group that people can trust because we deliver our promises.
• A group taking the leadership role through dedicated professionalism and growth.

To help ensure our commitment towards ethical behaviour, we ask you to read, enforce, and adhere to this Code of Conduct as we ourselves have committed to do. As we all know, trust is hard to win and easy to lose. Our success depends on maintaining the trust of all concerned. Each one of us is personally responsible for maintaining the highest level of integrity and honesty in our sphere of control at Bukhatir Group so that we can continue to excel in all the fields.

We appreciate your support and we request you to acknowledge your commitment to the Group’s Code of Conduct.

SALAH ABDULRAHMAN BUKHATIR

CEO AND VICE CHAIRMAN – BUKHATIR GROUP

Introduction

As a general rule, applying common sense, good judgment and integrity to business issues you face on a daily basis will help ensure you are working in line with Bukhatir Group’s core values of integrity, courage, determination, honesty and also taking responsibility for one’s actions, open communication, transparency and professionalism. This document is provided to you as an employee of Bukhatir Group of Companies and it describes the basic principles and guidelines we expect all our employees to follow whilst employed by Bukhatir Group.

The success and good reputation of the Bukhatir Group depends on the manner in which we, as employees, conduct ourselves. Our individual actions will reflect on the Group as a whole, and we must at all times be alert to avoiding any activities that may be improper or be deemed to be improper. Our collective success depends on each and every one of us that work for the Group. It is our individual responsibility to work ethically.

The Code of Business Conduct is applicable to all Group Heads, Executive Directors, Senior Managers, Permanent employees, Part-time and contracted employees.

The Code of Business Conduct is mandatory to all Bukhatir Group employees who are expected to:

Uphold the highest ethical standards during the course of work; we are all responsible for complying with the standards set out in the Code of Business Conduct.

Report any violation or possible violation of the code immediately to their direct Manager or in the strictest of confidence to the Group Human Resources. Retaliatory or discriminatory behaviour by a Manager taken against an employee who has reported an infringement of the code is a violation of this Code and may be treated as misconduct.

Failure to comply with the code can have severe consequences for both the Company and the employee who could lead to disciplinary action and or termination of employment.

Integrity of Profession

Integrity is one of our core values. It demands credibility, reliability and being sincere at all times. Truthfulness will be an essential characteristic in all our relationships. Employees shall only provide services they are competent to provide and will only accept assignments for which they are qualified by education, training, professional experience and/or technical competence. Employees will avoid any action that promotes their self-interest, or that of the Bukhatir Group Companies at the expense of the standards or in any way which creates a conflict of interests or the appearance of impropriety.

Standard of Practice

All employees shall provide their services in a manner consistent with the established and accepted standards as well as in compliance with all laws and regulations that govern their practice, in respect of activities carried out for and on behalf of the Company. Bukhatir Group does not tolerate fighting, threats and other acts of violence against employees, co-workers, job applicants, clients or vendors. In addition, possession of firearms, weapons, ammunition or explosives on Company premises is strictly prohibited.

Conflict of Interest

Employees have an obligation to conduct business within guidelines and should avoid conflicts of interest. Employees are expected to perform their duties conscientiously, honestly and in accordance with the best interest of the Company.

Employees shall not gain a personal advantage by virtue of their position within the Company, nor acquire any business interest or relationship, which diverts their energy or attention from, or is in conflict with the Company or which in any way might cause a conflict with the performance of their duties.

Employees must advise their Management or Group Management of any potential conflict that may arise during their tenure or thereafter.

Equal Opportunity in the work environment

The Company is committed to develop a diverse workforce and to provide a work environment in which everyone is treated fairly and with respect.

Employment decisions at Bukhatir Group are based on merit, qualifications and abilities.

Discrimination or harassment of any kind is unacceptable.

Client Services

Employees are requested to serve the Bukhatir Group’s clients with honesty, integrity, and courtesy. Employees must maintain a relationship of trust and confidence with our clients by furnishing their best skills and judgment, in a proactive & timely manner, consistent with the interests of the Company and its clients.

Gifts & Anti Bribery

Accepting or offering gifts or service of nominal value can be acceptable. However, where the gift or entertainment could be considered as unduly influence or creating a business obligation on the part of the employee, then such situation becomes unacceptable.

Employees may not receive commissions or other benefits arising from direct or indirect participation in any transaction made by or on behalf of the Company, or through leverage acquired as a result of their position in the Company, except as provided specifically under their terms of employment.

Bukhatir Group will not condone any violation of the law or unethical business dealing by any employee, including any payment for, or other participation in, an illegal act such as bribery.

The important rule is disclosure. If there is any doubt, the situation should be referred to the relevant head of department who will then seek Company’s Management approval and/or guidance.

Tied Business Dealings

Tied deals are arrangements, whereby customers must purchase or provide a product or service, as a condition for the availability of other products and services. Such deals are prohibited.

Boycott Laws

We will follow boycott laws and other similar acts under UAE laws as applicable that prohibit us from taking actions or entering into agreements that support the boycotted countries or entities.

Sanctions

We fully comply with UAE laws and regulations, sanctions and embargoes, restricting individuals, corporations and in some cases, foreign subsidiaries from doing business with countries, groups and individuals associated with terrorist activity or narcotics trafficking.

Commitment to the Environment

The Bukhatir Group and its employees are committed to doing business in an environmentally responsible manner and identifying environmental risks that may arise out of its operations.

Obligation to the community

Bukhatir group actively encourages social and charitable activities for the benefit of the community at large. The employees are encouraged to actively participate in such activities.

Company Assets

Bukhatir Group’s assets are critical to our business competitiveness and success. These assets include equipment, office equipment, computer systems, the data on the systems, our brand, purchasing and security, etc. These assets are provided to conduct Company business and any use of these for other purposes must be authorized in writing by Company Management. It is expected of all employees to ensure that Company’s funds and property are used only for legitimate business purposes. Internal controls and procedures of the highest standards will be enforced to prevent fraud and dishonesty and to safeguard the assets of Bukhatir Group.

Harassment

It is important to act with care and consistency when dealing with clients, colleagues or management employees.

Harassment is defined as any behavior that is offensive or intolerable during interactive situations in the work environment. The following examples are considered as harassment:

• Anonymous telephone calls or letters;
• Distasteful pictures, photographs, jokes or e-mail;
• Physical contact ranging from touching to assault;
• Threatening, intimidating and/or domineering (bullying) behaviour;
• Malicious gossip.

Sexual harassment can be defined as physical or verbal behaviour of a sexual nature, as well as unwanted advances and requests for sexual favors.

Bukhatir Group will not tolerate any form of harassment or discrimination aimed at any employee or potential employee on the ground of their gender, race, religion, nationality, age, mental or physical disability or sexual persuasion.

Disciplinary and/or legal action will be enforced against any individual that practices any form of harassment thus ensuring a working environment that is free of any harassment.

Employees should report any form of harassment to Group HR, provided that there is actual proof of the incident. All complaints filed against alleged harassment will be considered as a serious matter and with no prejudice against the concerned employee.

Dress Code – Non Educational Business units

Employee appearance is one of the first and most lasting impressions our customers have. A clean neat appearance indicates personal pride and a professional attitude.

Employees working on site are to confer with the site management for the applicable site dress code and the personal protective equipment (PPE) requirements.

Commencing from the first day of joining until the end of employment, all employees are representatives of the Company. Therefore, the appearance, conduct, actions and impressions made by a Bukhatir Group employee can affect career advancement, as well as the growth and development of the Bukhatir Group.

Dress code for office working employees will be professional and business attire (ties, suits, formal trousers and shirts). In cases where employees are not provided with uniforms, they will be expected to conform to the dress code standards and dress appropriately for the concerned position they hold.

The following are guidelines to inappropriate clothing for the work environment and should be avoided at all times:

• Skirts or dresses that is shorter than knee length.
• Suggestive, revealing, sheer material clothing or tight.
• Shorts, sweat suits, sweat shirts or jogging suits.
• Sneakers, hiking boots, flip flops, open sandals.
• Hawaiian or floral shirts.

Attire, including shoes must be neat, clean, well kept and appropriate for the job.

Jewellery must be in good taste and not excessive.

Employees who have been issued with uniforms upon joining, must be worn at all times whilst on duty and will continuously ensure that the uniforms are clean, presentable, and well maintained.

By wearing the appropriate uniform helps our customers identify employees as helpful, knowledgeable and professional.

Smart Casual Thursdays shall be at the discretion of the BU Head however, the above standards must be applied.

Dress Code – Educational Business Units

Dress Code – Educational Business Units

Dress Code – Educational Business Units

Any employee who does not meet the standards of this policy will be required to take corrective action, which may include leaving the premises. Any time away from work due to failure to comply with this policy will not be compensated. Repeated violations of this policy will be a cause for disciplinary action.

Alcohol and Narcotics

• No alcohol or narcotics will be allowed on Company premises or vehicles.
• The use of alcohol and/or narcotics before arriving to work, during breaks or when on standby, is strictly prohibited. Violations of this policy will result in disciplinary action, which could include termination of employment as per UAE labour law.
• The possession, distribution, sale or usage of alcohol and/or narcotics in any Company location is strictly prohibited and if found guilty of any of the above, will lead to immediate dismissal. An employee whose medical treatment requires the use of a legal drug must report such usage to Company Management prior to the performance of duties.

Alcohol and Narcotics

• The company shall perform random spot checks for alcohol and/or narcotics during working hours and/or in company premises. In the case of positive screening during working hours, the employee shall be immediately removed from his/her duties and subject to immediate dismissal. In the case of positive screening whilst in company premises after working hours, the employee shall be subject to Disciplinary action as per the Bukhatir Group Disciplinary Policy and/or UAE labour.
• If an employee refuses to undergo any screening for alcohol and/or narcotics, this will be seen as an admission of guilt and disciplinary action will be initiated immediately. The refusal will constitute a positive result with regards to alcohol and/or narcotics.

Roles and Responsibilities

Employee Responsibilities

Understand and know what the Bukhatir Group Code of Business Conduct covers. Always work within the federal labor law of the UAE and laws of the country and use good judgment and avoid even the appearance of improper behaviour.

If you do not know how to act in a certain situation, ask yourself:

• Would my actions be consistent with the Code?
• Would my actions be legal?
• Would by actions be ethical?
• Would my actions bring disrepute to the Company if made public?

Roles and Responsibilities

Employee Responsibilities

If you are still in doubt ask for guidance. Although the code tries to capture different topics it does not cover every situation. You can seek help from:

• Your immediate Line Manager
• Your immediate Business Unit Head
• Your Human Resources Department

"It is better to ask than to create a situation that can be easily avoided."

Managers Responsibilities

We expect all leaders/managers at Bukhatir Group of Companies to work ethically at all times and promote a culture of ethics and compliance, conducting them appropriately at all times.

As a Manager you should:-

• Create an environment where employees feel comfortable to raise concerns.
• Ensure all those you supervise have an understanding of the Code and what the implications are of going against the code.
• When evaluating employees consider the code and other company policies – are they complying with the code?
• Never push an employee to achieve targets or gain results by breaking the law or achieving results that work against the code.
• Take action when you know a code is being broken.
• Always take time to listen and get to understand the concerns of your employees. If someone comes to you for advice obtain all the facts and if necessary investigate further before responding to the employee.
• If you do not know the answer, then seek help from your Executive Director, Business Unit Head, General Manager or HR Manager.

Non Disclosure

Employees in the normal course of employment, may gain possession of or have access to the Group’s trade secrets and confidential information, which may include the following:

• Knowledge of and influence over the Company’s Customer and business associates;
• The contractual agreements between the company and its business associates;
• The financial details of the Company’s relationship with its business associates;
• The financial details relating to the Group’s customers;
• Details of the Company’s structure and operating details;
• Other matters which relate to the business of the group and in respect of which information is not readily available in the ordinary course of business to a computer.
• Other matters which relate to the Company’s clients and employees such as personal, financial and medical information that is of confidential nature.

Non Disclosure

The employee may not disclose or use any information acquired during his employment with the Company.

Employees may be required to undertake special agreements to protect the interest of the Company wherein the employee will not during his engagement, or anytime thereafter, either use or directly or indirectly divulge such trade secrets and confidential information, unless authorized to do so by the Company in writing.

All documentation and materials containing such information, which may come to the employee’s possession, should be returned to the Company in the event of termination of employment with no copies or extracts retained there from. Employees are required to disclose to the Company any knowledge or suspicion of disclosure of any such confidential information.

Should an employee disclose any company information, the group will have the right to take legal actions and / or immediately dismiss the employee. Any other employee found involved or aware of any disclosure of information shall also be subjected to legal action and / or dismissal.

Code of Conduct Distribution

All employees who join Bukhatir Group Companies will be required to acknowledge their acceptance and understanding of the code of conduct provisions.

All staff employees will receive the Code of Conduct on a quarterly basis through Link HR to re-read and acknowledge compliance to this Policy.

RECEIPT AND ACKNOWLEDGEMENT

I hereby CONFIRM and ACKNOWLEDGE that I have fully read and understood the Group’s Code of Conduct policy and pledge to adhere to this policy during my tenure as well as thereafter leaving the Bukhatir Group. I do understand that failure to comply with any of the Group’s policy will lead to disciplinary action or dismissal from my duties.