Foulath Code of Conduct

Relevant to all employees of Foulath Group

The Foulath Code of Conduct (the ”Code”) is a set of principles that guide and govern
the conduct of Foulath and its subsidiary and/or affiliated companies (the “Foulath
Group”) and their employees in all matters relating to business.

The Code lays down the ethical standards that Foulath employees have to follow in
their professional lives, and it defines the value system at the heart of the Foulath
Group and its many business entities.

If all of us, in our professional and personal capacities, can internalise the beliefs
enshrined in the Foulath Code of Conduct, the Foulath Group’s legacy and its future
will remain in good hands. In varying degrees, we are all the custodians of Foulath
Group’s reputation. Accordingly, the company expects each one of us to behave in an
upright manner.

This Code of conduct applies to all officers and employees of the Foulath Group. It is
designed to help us understand our ethical and legal obligations in handling the
Foulath Group’s business. Although this code of conduct does not cover every issue
that may arise, it is intended to establish guidelines to which we can refer in situations
where the proper course of conduct may not seem clear.

The guidelines set out in this Code are mandatory and, as such, must be observed by
every one of us at all times.

Chief Executive Officer

Foulath Holding

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Foulath Code of Conduct

Clause: 1

National interest

The Foulath group is committed to benefit the economic development of the countries
in which it operates. No Foulath company shall accept any project or activity to the
detriment of the wider interests of the communities in which it operates.

A Foulath company’s management practices and business conduct shall benefit the
country, localities and communities in which it operates, to the extent possible and
affordable, and shall be in accordance with the laws of the land. A Foulath company, in
the course of its business activities shall respect the culture, customs and traditions of
each country and region in which it operates. It shall conform to trade procedures,
including licensing, documentation and other necessary formalities, as applicable.

Clause: 2

Financial reporting and records

A Foulath company shall prepare and maintain its accounts fairly and accurately and in
accordance with the accounting and financial reporting standards which represent the
generally accepted guidelines, principles, standards, laws and regulations of the
country in which the company conducts its business affairs.

Internal accounting and audit procedures shall reflect, fairly and accurately, all of the
company’s business transactions and disposition of assets, and shall have internal
controls to provide assurance to the company’s board and shareholders that the
transactions are accurate and legitimate. All required information shall be accessible to
company auditors and other authorised parties. There shall be no deliberate omissions
of any company transactions from the books and records, no advance-income
recognition and no hidden bank account and funds.

Any deliberate , material misrepresentation of and / or misinformation on the financial

accounts and reports shall be regarded as a violation of the Code, apart from inviting
appropriate civil or criminal action under the relevant laws. No employee shall make,
authorise, encourage or conspire in an improper payment, illegal commission or
bribing.

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Foulath Code of Conduct

Clause: 3

Competition

A Foulath company or employee shall market the company’s products on their own
merits and shall not make unfair and misleading statements about competitors’
products and services. Any collection of competitive information shall be made only in
the normal course of business and shall be obtained only through legally permitted
sources and means.
On the other hand, it is vital that Foulath Company seek to obtain competitive edge
that differentiate it from its competitors and allows it to win the satisfaction of its
customers. All staff are encouraged to participate and be engaged in this effort.

Clause: 4

Equal opportunities employer

A Foulath company shall provide equal opportunities to all its employees and all
qualified applicants for employment without regard to their nationality, race, class,
religion, colour, ancestry, marital status, gender, age, nationality, ethnic origin or
disability. Human resource policies shall promote diversity and equality in the
workplace, as well as compliance with all local labour laws, while encouraging the
adoption of international best practices.

Employees of a Foulath company shall be treated with dignity and in accordance with
the Foulath policy of maintaining a work environment free of all forms of harassment,
whether physical, verbal or psychological. Employee policies and practices shall be
administered in a manner consistent with applicable laws and other provisions of this
Code, respect for the right to privacy and the right to be heard, and that in all matters
equal opportunity is provided to those eligible and decisions are based on merit.

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Foulath Code of Conduct

Clause: 5

Gifts and donations

A Foulath company and its employees shall neither receive nor offer or make, directly
or indirectly, any illegal payments, remuneration, gifts, donations or comparable
benefits that are intended, or perceived, to obtain uncompetitive favours for the
conduct of its business.

However, a Foulath company and its employees may, with full disclosure, accept and
offer nominal gifts, provided such gifts are customarily given and / or are of a
memorial nature.

Clause: 6

Government agencies

A Foulath company and its employees shall not, unless mandated under applicable
laws, offer or give any company funds or property as donation to any government
agency or its representative, directly or through intermediaries, in order to obtain any
favourable performance of official duties. A Foulath company shall comply with
government regulations and shall be transparent in all its dealings with government
agencies.

Clause: 7

Political non-alignment

A Foulath company shall be committed to and support the constitution and governance
systems of the country in which it operates. A Foulath company shall not support any
specific political party or candidate for political office. The company’s conduct shall
preclude any activity that could be interpreted as mutual dependence / favour with any
political body or person, and shall not offer or give any company funds or property as
donations to any political party, candidate or campaign.

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Foulath Code of Conduct

Clause: 8

Health, safety and environment

A Foulath company shall strive to provide a safe, healthy, clean and ergonomic
working environment for its people. It shall prevent the wasteful use of natural
resources and be committed to improving the environment, particularly with regard to
the emission of greenhouse gases, and shall attempt to offset the effect of climate
change in all spheres of its activities. A Foulath company, in the process of production
of its products shall strive for economic, social and environmental sustainability.

Clause: 9

Quality of products

A Foulath company shall be committed to supply goods and services of world class
quality standards, backed by after-sales services consistent with the requirements of its
customers, while striving for their total satisfaction. The quality standards of the
company’s products shall meet applicable national and international standards.

Clause: 10

Corporate citizenship

A Foulath company shall be committed to good corporate citizenship, not only in the
compliance of all relevant laws and regulations but also by actively assisting in the
improvement of quality of life of the people in the communities in which it operates.
The company shall encourage volunteering by its employees and collaboration with
community groups.
Clause: 11

Cooperation of Foulath companies

A Foulath company shall cooperate with other Foulath companies, by sharing

knowledge and physical, human and management resources, and by making efforts to
resolve disputes amicably, as long as this does not adversely affect its business
interests and shareholder value. In the procurement of products and services, a Foulath
company shall give preference to other Foulath companies, as long as they can provide
these on competitive terms relative to third parties.

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Foulath Code of Conduct

Clause: 12

Public representation of the Group

The Foulath group honours the information requirements of the public and its
stakeholders. In all its public appearances, with respect to disclosing company and
business information to public communities such as the media, the financial
community, employees, shareholders, agents, dealers, distributors and importers, a
Foulath company or the Foulath group shall be represented only by specifically
authorised directors and employees. It shall be the sole responsibility of these
authorised representatives to disclose information about the company or the Foulath
Group.

Clause: 13

Third party representation

Parties which have business dealings with the Foulath Group but are not members of
the Foulath Group, such as consultants, agents, sales representatives, distributors,
contractors and suppliers, shall not be authorised to represent a Foulath company
without the written permission of the Foulath Company. Third parties and their
employees are expected to abide by the Code in their interaction with, and on behalf
of, a Foulath company.
Foulath companies are encouraged to sign a nondisclosure agreement with third parties
to support confidentiality of information.

Clause: 14

Use of Name and Logo

The use of the Foulath, Bahrain Steel and SULB names and logos shall be governed
by manuals, codes and agreements to be issued by Foulath Holding. No third party or
joint venture shall use the Foulath brand to further its interests without specific
authorisation.

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Foulath Code of Conduct

Clause: 15

Ethical conduct

Every employee of a Foulath company, including the chief executive, shall exhibit
culturally appropriate behavior in the countries they operate in, and deal on behalf of
the company with professionalism, honesty and integrity, while conforming to high
moral and ethical standards. Such conduct shall be fair and transparent and be
perceived to be so by third parties. Every employee of a Foulath company shall
preserve the human rights of every individual and the community, and shall strive to
honour commitments. Every employee shall be responsible for the implementation of
and compliance with the Code in his / her environment. Failure to adhere to the Code
could attract severe consequences, including termination of employment.

Clause: 16

Regulatory compliance

Employees of a Foulath company, in their business conduct, shall comply with all
applicable laws and regulations, in letter and spirit, in all the territories in which they
operate. If the ethical and professional standards of applicable laws and regulations are
below that of the Code, then the standards of the Code shall prevail.

Clause: 17

Concurrent employment

Consistent with applicable laws, an employee of a Foulath company shall not, without
the requisite, officially written approval of the company, accept employment or a
position of responsibility (such as a consultant or a director) with any other company,
nor provide freelance services to anyone, with or without remuneration. In the case of
the chief executive, such approval must be obtained from the board of directors of the
company.

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Foulath Code of Conduct

Clause: 18

Conflict of interest

An employee of a Foulath company shall always act in the interest of the company,
and ensure that any business or personal association which he / she may have does not
involve a conflict of interest with the operations of the company and his / her role
therein. An employee of a Foulath company, shall not accept a position of
responsibility in any other non-Foulath company or not-for-profit organisation without
specific approval.

The above shall not apply to (whether for remuneration or otherwise):

a) Nominations to the boards of Foulath companies, joint ventures or
associate companies.
b) Memberships / positions of responsibility in educational / professional
bodies, wherein such association will benefit the employee / Foulath Company.
c) Nominations / memberships in government committees / bodies or
organisations.
d) Exceptional circumstances, as determined by the competent authority.

Competent authority, in the case of all employees, shall be the chief executive, who in
turn shall report such exceptional cases to the board of directors on a quarterly basis.
In case of the chief executive, the respective Board shall be the competent authority.

An employee of a Foulath company shall not engage in any business, relationship or

activity which might conflict with the interest of his / her company or the Foulath
Group. A conflict of interest, actual or potential, may arise where, directly or
indirectly:

a) An employee of a Foulath company engages in a business, relationship

or activity with anyone who is party to a transaction with his / her company.
b) An employee is in a position to derive an improper benefit, personally
or to any of his / her relatives, by making or influencing decisions relating to
any transaction.
c) An independent judgement of the company’s or Foulath Group’s best
interest cannot be exercised.

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Foulath Code of Conduct

The main areas of such actual or potential conflicts of interest shall include the
following:
a) An employee of a Foulath company conducting business on behalf of
his / her company or being in a position to influence a decision with regard to
his / her company’s business with a supplier or customer where his / her
relative is a principal officer or representative, resulting in a benefit to him /
her or his / her relative.
b) Award of benefits such as increase in salary or other remuneration,
posting, promotion or recruitment of a relative of an employee of a Foulath
company, where such an individual is in a position to influence decisions with
regard to such benefits.
c) The interest of the company or the Foulath Group can be compromised
or defeated.

Notwithstanding such or any other instance of conflict of interest that exist due to
historical reasons, adequate and full disclosure by the concerned employees shall be
made to the company’s management. It is also obligatory upon every employee to
make a full disclosure of any interest which the employee or the employee’s
immediate family, including parents, spouse and children, may have in a family
business or a company or firm that is a competitor, supplier, customer or distributor of
or has other business dealings with his / her company.

Upon a decision being taken in the matter, the employee concerned shall be required to
take necessary action, as advised, to resolve / avoid the conflict. If an employee fails to
make the required disclosure and the management of its own accord becomes aware of
an instance of conflict of interest that ought to have been disclosed by the employee,
the management shall take a serious view of the matter and consider suitable
disciplinary action against the employee.

Clause: 19

Protecting company assets

The assets of a Foulath company shall not be misused; they shall be employed
primarily and judiciously for the purpose of conducting the business for which they are
duly authorised. These include tangible assets such as equipment and machinery,
systems, facilities, materials and resources, as well as intangible assets such as

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Foulath Code of Conduct

information technology and systems, proprietary information, intellectual property,

and relationships with customers and suppliers.

Clause: 20

Involvement in civic or public affairs

The involvement of a Foulath employee in civic or public affairs shall be with express
approval from the chief executive of his / her company, subject to this involvement
having no adverse impact on the business affairs of the company or the Foulath Group.
Labor Union affairs are exempted from this clause.

Clause: 21

Confidentiality

Every employee of a Foulath company shall ensure, at all times, the integrity of data or
information furnished by him / her to the company. He / she shall be entirely
responsible in ensuring that the confidentiality of all data is retained and in no
circumstance transferred to any outside person / party in the course of normal
operations without express guidelines from or, the approval of the management.

Data, information and documents pertaining to the Foulath Group are to be used
strictly for the performance of our respective duties and may be disclosed or
communicated to persons outside the Foulath Group only to the extent that the
information in question is needed by such persons in connection with their business
relations with the Foulath Group, or where the information is already in the public
domain or is required to be disclosed by law or court order. In case of doubt as to
whether the information may be disclosed and to whom it may be sent, the employee
should consult our supervisor or the Legal Department.

Every employee is required, for the duration of his / her employment with the Foulath
Group and after his / her employment terminates, to keep such information
confidential and to use the utmost discretion when dealing with sensitive or privileged
information. Such information includes, in addition to the technology used by the
Foulath Group, intellectual property, business and financial information relating to
sales, earnings, balance sheet items, business forecasts, business plans, acquisition
strategies and other information of a confidential nature. Confidential information
must not be discussed with or disclosed to any unauthorized persons, whether Foulath
Group personnel or persons outside the Foulath Group. We must take the necessary
steps to ensure that documents containing confidential information, when sent by fax

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Foulath Code of Conduct

or other electronic media, are not brought to the attention of unauthorized persons,
whether Foulath Group personnel or persons outside the Foulath Group. Every
employee must take appropriate security measures when destroying documents that
contain confidential information (regardless of the medium by which such documents
are recorded).

Every employee must also keep confidential any similar information relating to the
organizations with which the Foulath Group has a business relationship of any kind.

Clause: 22

Whistleblowing

Every employee of a Foulath company shall promptly report to the management, when
she / he becomes aware of any actual or possible violation of the Code or an event of
misconduct, act of misdemeanor or act not in the company’s interest. Any Foulath
employee can choose to make a protected disclosure under the whistleblower policy (a
copy of the Whistleblower policy is available on the Foulath Group intranet) of the
company, providing for reporting to the chairperson of the audit committee or the
Head of Internal Audit. Such a protected disclosure shall be forwarded, when there is
reasonable evidence to conclude that a violation is possible or has taken place, by an e-
mail, which shall bear the identity of the whistleblower. The company shall ensure
protection to the whistleblower and any attempts to intimidate him / her would be
treated as a violation of the Code.

Clause: 23

E-mail and the Internet

Foulath Group owns the e-mail and internet systems used in the workplace and thus
every employee should use these systems primarily for work-related communications.
Although each employee will have individual passwords to access the e-mail and
internet systems, the Foulath Group reserves the right, subject to applicable law, to
access and monitor the use of these systems in appropriate circumstances.

The employees are strictly prohibited from using the e-mail and internet systems for
any improper or illegal purpose, including the transmission of messages that may be
viewed as insulting or offensive to another person, such as messages, cartoons or jokes
that could be construed as harassment of others on the basis of race, color, religion, sex,
age, national origin or disability.

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Foulath Code of Conduct

Clause:24

A Shared Responsibility

Every employee is responsible for adhering to the values of Foulath Group in his / her
daily lives as employees of the Foulath Group and for making every effort to ensure
that the rules of conduct are respected by all. Conduct that is contrary to these rules is
punishable by disciplinary action up to and including termination of employment, in
compliance with all applicable laws and procedures.

Clause: 25

Compliance with Laws

Foulath Group employees must comply with every local, state, federal, national,
international or foreign law or regulation that applies to the Foulath Group’s business. If
we are unsure whether a particular legal provision is applicable or how it should be
interpreted, we should consult our supervisor or the Legal Department. Many of the
Foulath Group’s activities are subject to complex and changing legislation governing
domestic and international trade and commerce. Ignorance of the law is generally not
considered a valid defense when an infraction is committed, regardless of the
jurisdiction where the Foulath Group is operating.

Note:

This Code of Conduct does not provide a full, comprehensive and complete
explanation of all the rules that employees are bound to follow. Employees have a
continuing obligation to familiarise themselves with all applicable laws, company
policies, procedures and work rules.

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Foulath Code of Conduct

ACKNOWLEDGEMENT

I acknowledge that I have read the “Foulath Code of Conduct” and I acknowledge that as a
Foulath group employee, I am required to comply with the guidelines described therein and
failure to do so may subject me to disciplinary action, up to and including termination and, if
applicable, to criminal or civil proceedings.

I understand that if I have a concern about a violation or a potential violation of the Foulath
Code of Conduct, I must promptly report the violation to the designated authority of my
company.

(Please print)

Signature:

Employee Name:
Employee No:

Date:

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