Group Code of Conduct

Purpose
This Code sets out the requirements and standards of behaviour we require across Thiess Group Holdings Pty Ltd
(Thiess) and entities it controls (the Group).

Policy
This Code applies to all Employees of the Group, third parties engaged by the Group, and all alliances and joint
ventures in all jurisdictions.

Any Employee of the Group found to have breached this Policy may be subject to disciplinary action. We expect
you to:

 Act in accordance with the Code and the Group’s Principles of Integrity, Accountability, Innovation and Delivery.
 Comply with all Group policies and procedures.
 Comply with all applicable laws wherever we operate.
 Seek advice if you have any doubt about the right course of action.
Where the Code or a policy sets higher standards of behaviour than local laws, rules, customs or norms, the higher
standards will apply.

The Code provides a framework, but cannot describe every situation, law or policy that may apply to you. You need
to exercise good judgement, justify your actions, and try to prevent any potential breaches.

Before you make a decision, try this test:

 Does it comply with the Code?

 What would your family, colleagues or manager think about your decision?
 How would you feel if your decision was reported in the media?
 Would you be confident explaining your actions to senior management or external authorities?
 How would your behaviour be viewed in one or five years from now?
 Would you be happy if you were treated this way?
If you are in doubt about the right thing to do, you should raise your concern with your Manager, or other contacts
outlined in the Code.

With regard to any potential breaches of the Code, policies or laws you must:

 Immediately raise known, or suspected, breaches.

 Cooperate in investigations of possible breaches.
 Support anyone reporting a breach.
The Group monitors compliance with the Code, and all reported breaches will be investigated. If a breach is found
to have occurred we will take appropriate action, which may include dismissal and reporting to appropriate
authorities.

1. Whistleblower Protection
All business concerns raised are taken seriously and treated confidentially, and the identity of the Whistleblower
who has raised an eligible disclosure to an eligible recipient is only revealed on a ‘need-to- know’ basis. All
Whistleblowers have the option to do so anonymously or on the basis that their identity will be known only by the
individual to whom the disclosure was raised or the Ethics Line provider (as the case may be).

The Ethics Line is an external resource available at zero cost to any Whistleblower who wishes to raise a concern
on an independent and confidential basis. Any Whistleblower who feels they have been victimised after raising a
concern should contact their Business Conduct Representative, or the Ethics Line.

The Group will not tolerate victimisation of a Whistleblower. Any Employee found to have victimised another will be
subject to disciplinary action.

Title: Group Code of Conduct

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For further information, see the Whistleblower Policy.

The framework that supports the operation of the Code across the Group, including reporting a potential breach,
contact details and how to deal with matters raised by a Whistleblower, is set out in the Group Code of Conduct –
Management, Monitoring and Reporting Policy.

1.1. Questions about the Code

If you are unsure about what any part of the Code means, have any concerns about how you should behave in a
particular circumstance, or would like to report a potential breach you should:

 Immediately speak to your Manager, or

 Where this is not possible (e.g. your concern involves your Manager), speak with your Manager once removed
(i.e. your Manager’s Manager), or
 Contact the Business Conduct Representative, or
 Contact the Ethics Line.

2. People
2.1. Health and Safety
The provision of a safe and healthy working environment for all Employees and those under the Group’s care is
vital.

You must be observant of safety issues and comply with all applicable rules, laws and regulations.

2.2. Working with one another

The Group is committed to:

 Providing a supportive and positive working environment where Employees are treated fairly and with respect.
 Developing and maintaining a diverse and inclusive workforce.
The Group does not tolerate harassment, discrimination, bullying, vilification, occupational violence or victimisation
on any grounds, whether by race, gender, sexual preference, marital status, age, religion, colour, national
extraction, social origin, political opinion, disability, family or carer’s responsibilities, or pregnancy.

You must:

 Act in accordance with the Group’s Principles.

 Not engage in unacceptable workplace behaviour by acting inappropriately which includes:
 offensive conduct or remarks directed at a person
 generating or distributing material that is generally offensive
 sexual harassment.
 Comply with the Diversity and Inclusion Policy.
For further information, see the Workplace Behaviour Policy.

2.3. Privacy
The Group regards the fair and lawful treatment of personal information with utmost importance. You must comply
with the Privacy Policy.

3. Stakeholders
3.1. Environment
The Group is committed to undertaking business activities in a manner that respects the environment and
contributes to the sustainability of our business.

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You must:

 Take responsibility for meeting applicable environmental laws, regulations and contractual obligations.
 Prevent adverse environmental impacts.
 Respond to and report any environmental incident.
 Comply with all applicable rules, laws and regulations.

3.2. Community
The Group understands that, wherever we operate, we potentially impact the local community. We are committed
to building relationships and working collaboratively with the communities in which we work.

3.3. Sponsorships and charitable donations

The Group may support local community groups and charities through sponsorships and donations that are legal,
ethical and further the interests of the Group.

When considering sponsorship and donations, Employees must comply with the Thiess Levels of Authority.

3.4. Rejection of child labour

The Group does not tolerate child labour or any form of exploitation of children or young people and will comply
with the International Labour Organisation (ILO) with respect to under-age workers.

3.5. Rejection of modern slavery

The Group rejects all forms of slavery including but not limited to trafficking in persons, slavery, servitude, forced
marriage, forced labour, debt bondage and deceptive recruiting for labour and services. No Employee may be
obliged to work by the direct or indirect use of force and/or intimidation. Only people who voluntarily make
themselves available for work may be employed.

Further information is set out in the Modern Slavery Policy.

4. Working Practices
4.1. Bribery and corruption
The Group prohibits, and has zero tolerance for, all forms of bribery and corruption. You must obey all relevant
laws and regulations, and must not participate in any arrangement which gives any person an improper benefit in
return for an unfair advantage to any party, directly or through an intermediary. This includes facilitation payments
(payments of cash or in kind made to secure or expedite a routine service, or to ‘facilitate’ a routine Government
action), even if allowed under local laws or customs.

Further information is set out in the Anti-Bribery and Corruption Policy.

4.2. Gifts and hospitality

Gifts or hospitality are only to be offered or received for a legitimate business purpose – that is, if their primary
objective is to build a good business relationship, and that relationship is consistent with the business plan of the
relevant business unit. Gifts or hospitality that are reasonably considered to impair effective judgement, improperly
influence a decision or create a sense of obligation must not be offered or accepted by any Employee.

The following gifts or hospitality (each being a Prohibited Gift/Hospitality) are prohibited in all circumstances:

 cash or gift vouchers, except those which are expressly permitted under other Group Policies and the relevant
pre-approval stipulated in that Policy has been obtained, for example awards to Employees under the Service
Recognition Policy and the Gifts and Hospitality Policy.
 gifts or hospitality given or received with the intention of unduly influencing business decisions
 hospitality of an inappropriate nature or at inappropriate venues
 gifts or hospitality in exchange for business services or information, loans, cash or product/ service discounts
not available to all Employees

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 facilitation payments, even where allowed under local jurisdictional laws or business practices.
The Gifts and Hospitality Policy sets out where prior written approval is required before receiving or arranging to
provide any non-prohibited gift or hospitality, and the gifts or hospitality that an Employee has received or arranged
that must be recorded using the electronic form available on the Thiess Intranet.

5. Working with third parties

Subcontractors and other third parties with whom the Group works can make a significant contribution to our
success. We aim to have effective business relationships with subcontractors and other third parties, and to
encourage them to adopt similar business principles, practices and procedures to those of the Group.

The Group does not enter into any agreements in relation to services such as lobbying, facilitating client
relationships, relationship management, strategic advice, or other stakeholder management services which may
directly or indirectly influence decision makers considering any bid for work.

Group Employees must ensure that any third party understands the Group’s expectations and this Code. When the
Group has a controlling position in a joint venture or similar arrangement, this Code (or another code containing
equivalent standards of behaviour) must be adopted for the joint venture or other arrangement. In other
circumstances, the Group will remain bound by this Code and will seek to have partners adopt this Code.

Before entering into a commercial relationship with a third party on behalf of the Group, appropriate due diligence
must be conducted in accordance with the Dealing with Third Parties Policy and all contracts must be approved in
accordance with the Thiess Levels of Authority.

Each contract with a third party must be in writing. All contracts must:

 Reflect the entire agreement between the Group and the third party.
 Describe in a transparent manner and with an appropriate amount of detail the services and/or goods to be
provided.
 Contain terms that provide a clear link between, and are commensurate with, the provision of goods or services
and the payment of a fee or charge.
Records must be kept of due diligence, approvals and contracts in accordance with the Information Management
Policy. Any non-compliance with these requirements will require the prior approval of the General Counsel and
Company Secretary.

5.1. Conflicts of interest

You must ensure your personal activities and interests do not conflict with your responsibilities to the Group. It is
important to avoid even the appearance of a conflict of interest.

You must:

 Disclose to your Manager any existing or potential conflict of interest that affects you by using the electronic
form available on the Thiess Intranet.
 Avoid any dealings or relationships that may create a conflict with your obligations to the Group.
 Not be involved in any decision-making where you may not be able to make an objective decision.
 Not be directly involved in the potential or actual employment of a relative, close friend or associate.

5.2. Misuse of Confidential Information and Insider Trading

You must not use any information about the Group, a competitor, joint venture partner, customer or supplier for
financial or other personal benefit, or convey this information to others before it becomes public.

You must comply with the CIMIC Group Securities Trading Policy and the Continuous Disclosure Policy.

5.3. Anti-competitive conduct

The Group is committed to the principles of free and fair competition. The Group will always compete vigorously but
fairly, and comply with all applicable competition laws.

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You must maintain the independence of the Group and avoid anti-competitive conduct.

5.4. International trade controls

The Group will comply with all applicable national and international laws, regulations and restrictions relating to the
movement of materials and services.

6. Assets and Records

6.1. Use of Group Assets
Assets that belong to the Group must not be used for illegal purposes, or for purposes that are not related to Group
business.

You must:

 Only use Group assets for business purposes, unless you have appropriate authorisation.
 Take care to prevent waste, loss, damage, misuse, theft or misappropriation of assets.
 Comply with applicable policies and laws regarding the use and transfer of assets (including applicable
delegated authorities).
 Respect the assets of others, whether physical or intangible (for example, intellectual property and confidential
information).

6.2. Records
The Group will comply with all applicable rules, laws and regulations governing business reporting.

All information created and maintained as a result of the Group’s business activities must accurately reflect the
underlying transactions and events, and follow Group reporting policies and procedures.

Financial officers and others responsible for the accuracy of financial reporting have an additional responsibility to
ensure that adequate internal controls exist to achieve truthful, accurate, complete, consistent, timely and
understandable financial and management reports that are prepared in accordance with relevant laws, accounting
standards, policies and procedures.

7. Communication
7.1. Governments
The Group conducts business with governments in all areas of its operation and seeks to have open and
constructive relationships with those governments. Any interactions with governments, regulators and public
authorities must be in the best interests of the Group and information provided must be accurate and appropriate.

You must comply with the Corporate Affairs and Communications Policy.

7.2. Political contributions and activities

The Group will comply with all applicable rules, laws and regulations in relation to its activities in connection with
political parties.

You must ensure any business-related involvement in activities organised by a political party has been approved in
advance in accordance with the Corporate Affairs and Communications Policy.

7.3. Public disclosures on behalf of the Group

One of Thiess’ shareholders, CIMIC Group Limited (CIMIC), is publicly listed on the Australian Stock Exchange.
CIMIC must meet its continuous disclosure obligations to enable investors to make informed and orderly market
decisions.

The CIMIC Group has a Continuous Disclosure Policy to facilitate timely and accurate information flow to help
ensure CIMIC complies with the continuous disclosure requirements of the Australian Securities Exchange. Thiess

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must assist CIMIC to meet its continuous disclosure obligations and you must comply with the CIMIC Group
Continuous Disclosure Policy.

8. Glossary
Business Conduct Representative - A senior person appointed by Thiess who supports the operation of the Code.

CIMIC - CIMIC Group Limited.

CIMIC Group - CIMIC Group Limited and all entities it controls.

Employees - All people who work for the Group as an employee, director or officer.

Group – means Thiess Group Holdings Pty Ltd and all entities it controls.

Thiess – means Thiess Group Holdings Pty Ltd.

Policy Information
Owner: General Counsel and Company Secretary, Thiess

Approved By : Chief Executive Officer, Thiess

Effective Date: 1 December 2021

Note: Thiess Group policies may be amended from time to time.

Title: Group Code of Conduct

ID: MSID-7-795 Version: 2.0 Date Published: 21/12/2021
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