Raubex : Code of Conduct

Contents

Message from the Board .............................................................................................................................. 2
Scope............................................................................................................................................................. 3
Purpose ......................................................................................................................................................... 3
Our Vision and Mission ................................................................................................................................. 3
Our core values ............................................................................................................................................. 3
Fundamental principles ................................................................................................................................ 3
Corporate governance .............................................................................................................................. 4
Conflicts of interest ................................................................................................................................... 4
Gifts and entertainment ........................................................................................................................... 4
Confidentiality and insider trading ........................................................................................................... 4
Competition Act compliance..................................................................................................................... 4
Business disclosures and financial reporting ............................................................................................ 5
External communication ........................................................................................................................... 5
Company assets ........................................................................................................................................ 5
Intellectual property ................................................................................................................................. 6
Safety, Health and Environmental ............................................................................................................ 6
Diversity, equal opportunity and harassment .......................................................................................... 6
Protection of personal information, employee confidentiality and privacy ............................................ 6
Stakeholder relationships and company reputation ................................................................................ 6
Failure to comply .......................................................................................................................................... 7
Reporting procedures ................................................................................................................................... 7
1

Raubex Group supports the King III Code on Corporate Governance and is committed to the highest standards of ethical behaviour in its business conduct. The Board acknowledges its responsibility to ensure that good corporate governance is practiced throughout the group. It is the responsibility of all employees to support good corporate governance practices in performing their daily duties and ensure that all deliberations, decisions and actions are based on the following four ethical values of responsibility, accountability, fairness and transparency.
Directors and employees must assume responsibility for the assets and actions of the company under their control and be willing to take corrective actions to keep the company on a strategic path that is ethical and sustainable.
Directors and employees must be able to justify their decisions and actions to management, shareholders and other stakeholders.
Directors and employees must ensure that they give fair consideration to the legitimate interests and expectations of all stakeholders of the company.
Directors and employees must disclose information in a manner that enables management and stakeholders to make an informed analysis of the company's performance and sustainability.
It is the responsibility of all directors and employees to ensure that the Group is and is seen to be a responsible and ethical corporate citizen.
2

This Code of Business Conduct is applicable to Raubex Group Limited and its operating subsidiary companies and includes foreign branches of these operating subsidiaries, Joint Venture and Associate entities.

The Code sets out the fundamental principles and expectations governing the behaviour of all directors and employees of the Group and serves as the basis for the responsible and ethical conduct of the Group's business.

To be the African leader in road and civil engineering contracting, as well as in the provision of construction materials and mining services, whilst meeting all stakeholder expectations.

This Vision will be achieved by:

 Creating an environment that will attract, retain and develop the best employees.

 Delivery of quality products and services timeously to clients.

 Being highly mobile and well equipped.

 Managing relationships with clients and other stakeholders with professionalism and integrity.

 Meeting social, health, safety and environmental responsibilities.

The Group supports the following core values:

 Quality

 Integrity

 Professionalism

The fundamental principles set out below must be adhered to by all employees of the group in order for them to meet the required standards of Integrity and Professionalism expected in the performance of their duties.
It is the Group's policy to comply fully with all relevant laws, regulatory requirements and applicable codes in the countries in which we operate and to conduct business affairs according to the highest legal and ethical standards. Employees are expected to behave with respect, honesty and decency towards all stakeholders.
3

Corporate governance is an integral part of the group's business philosophy. The directors and officers of the group must accept full responsibility for the application of the principles necessary to ensure that effective corporate governance is practiced consistently throughout the group. The Group supports the King III code and its best practice recommendations.

Actual and perceived conflicts of interests must be avoided and all directors and employees must promptly declare the nature and extent of all contracts, business or financial interests, directorships, affiliations and/or relationships that could possibly give rise to a conflict of interest, actual or perceived, in accordance with the prescribed policies and procedures of the Group.

The Group's Gift and Entertainment Policy allows for the acceptance of gifts of a nominal value, gifts greater than R2,000 are subject to disclosure and approval by the Board. Employees may under no circumstances accept cash gifts or other gifts of value that could be regarded as bribes. Any gift which may compromise or appear to compromise or influence sound business judgement must be refused.
The Group does not condone the making of any payment or payment kind to influence any act or decision relating to the Group's business. No employee may make, offer, promise or authorise an unlawful or improper payment of any kind, whilst knowing that such payment is intended as a bribe, payoff or rebate in an attempt to coerce any individual into awarding business opportunities to the Group.

All information regarding the Group's business, including financial results and business plans must be considered confidential information. Confidential information which would reasonably be expected to affect the price of a security or would influence someone's decision to buy, sell or hold a security is known as "inside information". Directors and employees who have access to inside information about the Group may not use or share that information for the purposes of trading in Raubex shares or for any other purpose, except the conduct of the Group's business. Directors and employees of the group who have access to inside information may not trade in Raubex shares during closed periods as defined in terms of the JSE Listing Requirements.

The Group supports the promotion of healthy competition in all industries in which it operates and compliance to the Competition Act and other relevant anti-trust laws must be strictly adhered to. It is the responsibility of every director, officer and employee involved in the groups procurement , pricing and tendering activities to make sure that they understand and comply with the Competition Act, the Groups competition compliance program and consult with the Groups legal department where there is any uncertainty regarding this legislation.
4

All financial disclosures must be accurate, timely and fairly presented. It is the responsibility of every company head and financial executive within the group to ensure that these underlying accounting principles are adhered to and it is the responsibility of all employees to ensure that accurate and complete business and financial records are maintained. No employee shall make false or misleading statements to either the internal or external auditors of the Group in connection with the preparation, audit or examination of any financial statement or otherwise. No financial records shall be falsified or manipulated in any way to achieve set business goals or targets.

Financial

 All financial communications with public stakeholders and shareholders are based on the principles of accuracy, clarity and transparency. The Group's reports must be prepared in accordance with International Financial Reporting Standards, the South African Companies Act of 2008, the JSE Limited Listings Requirements.

Marketing

 The Groups reputation is built on the integrity of our business practices and the quality of services we provide. Marketing must be accurate and truthful.

Media relations

 In order to ensure that the media receive accurate information and to address the risk of disclosing confidential information, all communication with the media must be referred to a member of the Groups executive committee.

Employees may not use company assets for personal benefit or the benefit of anyone other than the company.
The Group's employees are expected to

 exercise integrity, prudence and good judgement in incurring and approving business expenses;

 obtain authorisation for all transactions and expenses occurred;

 not conceal any transactions from either management and/or the auditors;

 not enter into any transaction for the purposes of unlawfully evading any tax, duty or other levy imposed by the government in any jurisdictions the Group conducts its business in;

 use the Group's assets prudently with due care and diligence;

 take appropriate steps to protect the Group's assets against theft, loss, damage and wastage.

5

It is the Groups policy to respect the intellectual property rights of others and it is the responsibility of
all employees to ensure that there is no unauthorised use, copying and distribution of software or other infringements on intellectual property rights. Likewise, any intellectual property, trade secrets or proprietary information belonging to the Group must be protected and treated as confidential information. Any infringements on the Groups intellectual property rights must be reported to the legal department.

The Group is committed to a safe and healthy working environment and strict compliance with the South African Occupational Health and Safety Act must be adhered to. It is the responsibility of every employee in the Group to look after their own health and safety and that of those working around them. It is the responsibility of management to ensure that mechanisms are in place to create awareness and a safe working environment for all. The Group supports environmentally friendly business conduct and employees must ensure that risks are not taken, which may endanger the environment making it either unsafe or unhealthy or may unreasonably compromise environmental sustainability.

It is the Groups policy to treat each employee fairly and with respect. Under no circumstances should any employee, sub-contractor, or applicant be treated less favourably due to age, gender, race, religion, marital status, disability or any other status protected under law. Harassment in the workplace will not be tolerated.

It is the Groups policy to respect and protect the privacy, confidentiality and security of personal employee information. Personal data should only be accessed by those authorised to do so and only for purposes of the Groups business. Personal data must never be provided to unauthorised persons and must be kept secure at all times.

It is the responsibility of all employees to protect and strengthen the reputation of the Group and conduct business with the Groups reputation and stakeholder perceptions in mind. Employees and management must take account of the legitimate interests and expectations of its stakeholders in their decision making and strive to achieve an appropriate balance between the various stakeholder
groupings in the best interests of the Group.
6

It is the responsibility of every employee to ensure full compliance with the provisions of this Code and to seek guidance where necessary. To "do the right thing" and to ensure the highest standards of integrity is each employee's personal responsibility that cannot be delegated. Any failure to comply with this Code may result in disciplinary action, including the possibility of dismissal and, if warranted, legal proceedings or criminal sanctions.

In circumstances where an employee wishes to report violations, the employee should contact the Group Tip-Offs Anonymous hotline which is administered by an independent service provider who will guarantee the confidentiality of the caller's identity.
The relevant contact details are:
South Africa FreeCall: 0800 20 53 14
Namibia FreeCall: 0800 01 50 05
Malawi FreeCall: 50800 (free for Airtel Subscribers only) Zambia FreeCall: 847 (ZAIN TNM) 8000 0847 (MTL) Email: the Group@tip-offs.com
FreeFax: 0800 00 77 88 (free for South Africa only) FreePost : KZN 138 (free for South Africa only)
Umhlanga Rocks
4320
Website: www.tip-offs.com
The Group will investigate each reported violation and will take the appropriate action.
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