Penrice Soda Holdings Limited
ACN 109 193 419

Purpose

The Code of Conduct sets a standard of business conduct and responsibility for all Penrice employees and all people employed to work on any Penrice site (e.g. Contractors).

Scope

The Code of Conduct applies to all Penrice sites and all its employees, consultants, contractors, sub contractors, or hired labour engaged to work on those sites.

Any person visiting or working on these sites is expected to abide by the Code of Conduct.

Introduction

The following Code of Conduct embraces the values and standards of Penrice in all aspects of its dealings with its employees, contractors and customers.

Penrice expects all of its people to set and follow high standards of performance and behaviour and to assist in ensuring that these standards are complied with by contractors and other visitors to our sites.

The Code cannot be exhaustive of all potential situations. Employees are expected to use and promote the highest standards of ethical business practice at all times. Common sense, honesty, integrity and fairness should be applied in all circumstances.

Responsibility

It is the responsibility of the General Manager, Human Resources, to ensure that this Code of Conduct is maintained and to ensure that all Penrice employees understand it.

It is the responsibility of all General Managers to ensure that all employees and contractors abide by this Code of Conduct.

The Purchasing Manager is responsible to ensure all contractors understand and abide this Code of Conduct.

Conduct

1. Performance of Duties

1.1 Every Penrice employee shall work in a professional and ethical manner at all times and in all dealings with fellow employees, customers both internal and external, suppliers and contractors.

1.2 All employees must attend work regularly and punctually. Our expectation is that all employees report to work at the designated start time and in a fit and proper condition to commence work.

1.3 Employees are expected to promptly carry out all duties and lawful instructions as directed in a safe and efficient manner.

1.4 Employees are expected to minimise operating costs wherever practicable by making use of company procedures designed to minimise waste. At the same time, Penrice expects employees to keep an open mind about change and support new ideas or programmes.

1.5 Where required, employees must complete all time sheets accurately. Falsification or destruction of any time sheets or any Company records is prohibited.

1.6 Employees must comply with all applicable laws at all times. If clarification of any obligation or responsibility is required, the employee must refer their query to their Supervisor/Manager.

1.7 Employees must comply with all policies and procedures of Penrice. Access is readily available to electronic copies of procedures. A restricted number of hard copies are available at the respective sites. Clarification of any policy or procedure should be referred to the respective Supervisor/Manager.

1.8 All employees are expected to behave in a manner that promotes and maintains the respect and trust of fellow employees, contractors and external customers. Verbal abuse, fighting, horseplay and threats of violence will not be tolerated, and may be grounds for the termination of employment without notice.

1.9 Consensual and/or other sexual activity on company premises is prohibited.

1.10 The use or possession of weapons on Penrice premises, other than tools of trade, is prohibited.

2. Conflict of Interest

2.1 You may not have any employment, consulting or other business relationship with a competitor, customer, or supplier of Penrice, or invest in any competitor, customer or supplier of Penrice unless you have the advance written permission of the General Manager of Human Resources. (A normal level of personal shareholding in a listed company dealing with Penrice is not regarded as a conflict of interest).

2.2 Other outside employment may constitute a conflict of interest if it places an employee in the position of appearing to represent Penrice, involving providing goods or services substantially similar to those of Penrice, or lessening the productivity or cost efficiency normally expected of employees in their jobs. Permission to work outside Penrice must be obtained from the General Manager of Human Resources prior to commencing the work.

2.3 Employees must disclose any personal interest that they may have in respect of activities they undertake whilst in Penrice's employment. Employees must first advise their Supervisor / Manager of any potential conflict of interest, before taking part in the activity in operation. Examples may include:

• seeking favourable treatment in respect of a personal friend, relative or business associate.
• participating in the decision making process where the employee has, or is perceived to have, a financial interest in the outcome.

3. Acting on Behalf of Penrice

3.1 All employees must be prompt and courteous when dealing with the public, customers, contractors and fellow employees. In all representation on behalf of Penrice, employees are required to present in a manner which reflects positively on Penrice and to act professionally and ensure the good reputation and integrity of Penrice is maintained at all times.

3.2 All employees are required to apply the principles expressed in Penrice's Equal Employment Opportunity Policy and Harassment Policy to ensure the workplace is free from bias, harassment and favouritism.

3.3 Employees are not to profit from their position in Penrice. Employees must be diligent in ensuring that Penrice is not seen to be trading in favours or acting with impropriety. Nominal gifts that are offered in the course of honest business dealings may be accepted, but more significant courtesies can only be accepted with the prior knowledge of the applicable General Manager.

3.4 Use of Penrice's letterhead paper is allowed only for the conduct of authorised Penrice business. It is prohibited for any other correspondence.

3.5 Unauthorised use of Penrice's logo is prohibited.

3.6 In any dealings with customers and suppliers, an employee must be accurate and complete in all representations, whether written or spoken.

3.7 No employee shall make any disparaging or untruthful remarks about any of our competitors, their products or services. Every employee of Penrice will always speak truthfully about the products, quality and services offered by Penrice within the commercial sensitivity of the information required.

4. Confidentiality

4.1 All employees must maintain and safeguard the confidentiality of Penrice's business and affairs and its confidential information as well as that of its external customers.

4.2 "Confidential information" includes (but is not limited to) business, financial, trade, personnel and marketing information, computer software information, product specifications, customer lists and details, technology, procedures, documents, memoranda, drawings, intellectual property (as explained at Point 6 of this code) and records.

4.3 No person shall disclose or release to any unauthorised person without authorisation from the General Manager, Human Resources, any information or document either marked "Confidential", provided to the employee in confidential circumstances or which the employee is or ought to be aware is the subject of confidentiality obligations. On joining Penrice, employees are required to sign a Confidentiality Agreement.

4.4 Employees shall maintain confidentiality of staff salaries and individual shop floor earnings except where necessary during the course of normal business dealings.

5. Media

5.1 No employee is permitted to provide any comment or information to the media, including information over the Internet, relating to the business of Penrice or concerning their employment with Penrice, without prior authorisation from the Managing Director.

5.2 If an employee is approached by the media then he or she shall refer all media enquires to the Managing Director.

5.3 No person shall accept public speaking engagements or write for external publications about Penrice, its operations, products and/or services without the prior written approval of the Managing Director. This includes the provision of information about Penrice over the Internet.

6. Intellectual Property

6.1 "Intellectual property" means copyright, trademark, design, patents, process or any other matters capable of legal protection.

6.2 Intellectual property developed by the employee during their employment remains the property of Penrice

6.3 All employees are required to take steps to identify and protect Penrice's intellectual property.

7. Private Use of Penrice Property

7.1 Employees must not remove property from Penrice's premises, whether or not belonging to Penrice without the property owner's prior consent.

7.2 Employees must not use Penrice's property other than for official Penrice business, without prior authorisation from the employee's manager/supervisor.

7.3 All employees are expected to treat Penrice's property with care. Employees shall not deliberately misuse or damage Penrice property in their possession, care or custody. Instructions in the use of such property shall be followed in order to minimise the risk of personal injury and maintenance and replacement costs.

7.4 If damage is caused to Penrice property, employees must immediately report that damage or the discovery of the damage to the appropriate officer of Penrice.

7.5 Graffiti on Penrice's walls, machinery or equipment is prohibited. Any employee found to have damaged Penrice's property in this manner would be subject to disciplinary action.

8. Access to Personnel Information

8.1 Employees who wish to inspect their personal file must first make an appointment with the General Manager, Human Resources. During the inspection, employees will be supervised by an authorised person.

8.2 Penrice is fully committed to the principles of privacy in relation to the personal information of its employees. Information in relation to employees will only be released to respective Supervisors/Managers in the course of business and to third parties with the employee's authorisation unless the release of information is required by law.

8.3 Unauthorised access to personnel files may constitute grounds for termination of employment.

8.4 Employees are expected to notify the General Manager, Human Resources, of any changes to their name, phone number, address, marital status and persons to be notified in the case of an emergency.

9. Equal Employment Opportunity

9.1 Penrice is committed to the provision of equal employment opportunities for all people. Penrice is committed to policies, which do not discriminate on the basis of race, religion, national or ethnic origin, age, gender, sexual orientation, marital status or disability.

9.2 Penrice's policy against discrimination applies to all aspects of employment including recruitment, promotion, training, benefits, terms and conditions of employment, selection, discipline and termination.

9.3 Employees are required to act in accordance with the Equal Employment Opportunity Policy. Discrimination in the workplace will not be tolerated. Any breach of these policies will be grounds for disciplinary action that may include dismissal.

10. Harassment, Vilification and Victimisation

10.1 Harassment, vilification or victimisation of any individual or group of people on any grounds will not be tolerated in the workplace. This includes making statements or gestures to others, making written communications or displaying pictures or symbols in the workplace that may reasonably offend or humiliate others.

10.2 All employees have the right to work in an environment free from sexual harassment. Unwelcome advances, contact or comments based on a person's sex or with a sexual connotation constitutes sexual harassment and will not be tolerated by Penrice.

10.3 Penrice will not tolerate "bullying" in the workplace under any circumstances. This is destructive to a harmonious work environment. Employees are required to treat each other with respect and any grievances are to be resolved in accordance with Penrice's Harassment procedure.

10.4 Employees are required to act in accordance with the Penrice's Harassment Policy. Any breach of that policy will be grounds for disciplinary action and may include dismissal.

11. Information Technology and Electronic Communications

11.1 Penrice's information technology system of computers, scanners, and other electronic equipment is critical to the effective and efficient support of the business.

11.2 Employees must only use Penrice's information technology and electronic equipment for authorised purposes and Penrice business.

11.3 Employees must not indiscriminately use Penrice Internet and e-mail facilities for personal use or use them without authority. Any indiscriminate or unauthorised use of these facilities will be grounds for disciplinary action.

11.4 Penrice prohibits the sending or circulation of "flame mail". "Flame mail" is a term which described the sending of offensive material to others, or soliciting such material to be sent. Examples of flame mail include:

• sending racist or sexist jokes by e-mail;
• downloading or transmitting pornographic material;
• harassing or abusing others through the sending of e-mail.

11.5 Employees are not permitted to load any software of any nature (including screen savers) onto any of Penrice's computers, without first obtaining the approval of the Manager, Communications and Information Services or their nominee.

11.6 Employees are prohibited from using unlicensed software on any Penrice computers and must comply with the licence conditions of any software purchased for or installed on Penrice computers.

12. Occupational Health and Safety

12.1 All employees must take reasonable care to protect their own health and safety and the health and safety of others while at work. This requires the strict compliance with Occupational Health and Safety policies, procedures and legislation.

12.2 All employees are responsible for immediately reporting to their Supervisor/Manager a workplace injury, accident or "near miss" incident. The Supervisor/Manager must ensure the injury, accident or "near miss" incident is reported accurately, completely and promptly.

12.3 All employees are required to wear the prescribed safety clothing at all times when in Penrice's plant area, e.g. safety boots, safety glasses, dust coats or overalls, and hard hats. Employees who do not wear the prescribed safety clothing will be subject to disciplinary action.

13. Alcohol and Drugs

13.1 Every employee has a responsibility to ensure that they are not, as a result of consuming alcohol or drugs, in such a state as to endanger their own or others health and safety while at work.

13.2 No employee shall present for work, operate Penrice machinery or property, while under the influence of alcohol or drugs.

13.3 Employees must not have or bring alcohol or drugs, other than prescription medicines, which will not affect an employee's ability to perform duties required, on Penrice's premises without the prior authorisation of the Managing Director.

13.4 Any employee found in possession, using or dealing in any illicit drugs eg marijuana, heroin etc is liable for serious disciplinary action, which may include instant dismissal and criminal drug charges being laid.

13.5 Employees must notify their Supervisor/Manager of any medical condition or medication they are consuming if this is likely to impair their performance of duties or compromise their occupational health, safety and welfare obligations.

13.6 Every employee is expected to comply with Penrice's Drug and Alcohol rules. A breach of the rules will be grounds for disciplinary action that may include dismissal.

14. Smoking

14.1 Smoking is not permitted on Penrice premises except in designated areas. In particular, no smoking is permitted in areas where product contamination can occur.

14.2 A copy of the Smoking Guidelines is available upon request. These guidelines detail non-smoking areas.

15. Visiting Other Penrice Sites

15.1 Employees are not permitted to enter or remain on Penrice property outside of normal hours of work unless requested by Penrice or with permission from a manager or nominee. When entering a Penrice site which is other than the normal place of work for the employee, the employee is required to adhere to the "signing on" procedures applicable for that site.

15.2 No employee shall permit unauthorised access by any person to Penrice's premises or property.

16. Environment

16.1 Penrice is conscious of its obligation to protect the surrounding environment from destruction and spoilage. All employees are responsible for maintaining and protecting the environment. They should, therefore, always consider the impact of their activities on the environment and the local community, including the way in which waste is disposed of, chemicals are used and stored and natural resources utilised.

16.2 Strict compliance with Penrice's environmental and waste disposal policies and procedures are required. Failure to adhere to these policies may constitute grounds for dismissal.

16.3 Employees should also make use of recycling facilities and confidential shredding facilities where provided.

17. Dress Code

17.1 Penrice is committed to dress standards, which will enhance its corporate image, but at the same time, it recognises the diversity of its workforce and the individual tastes of employees in relation to their appearance. Employees are required to dress in a manner appropriate to the work being performed, but at all times in a neat and tidy manner.

17.2 Employees are expected to maintain a high standard of personal hygiene at all times.

17.3 Penrice issued safety clothing and equipment must not be altered, without permission, or be defaced in any manner. Safety helmets are not to have stickers or labels other than Penrice approved, nor writing, artwork or be coloured other than that issued by Penrice.

17.4 Employees are expected to use Penrice's laundering service to regularly launder Penrice issued work clothing.

18. Contractors and Consultants

Contractors and consultants are expected to comply with this Code of Conduct except for clauses 2,6 and 8.

19. Monitoring Compliance with the Code

All unethical practices are to be reported to the Company Secretary who is to conduct a preliminary investigation of each reported instance as soon a reasonably practicable and report his or her findings to the Group CEO or, if the unethical practice involves the Group CEO, directly to the Chairman. The Group CEO or Chairman is then to determine whether or not the findings warrant any disciplinary or other action, and if so refer the matter to the Board for consideration and action.

20. Reporting Violations of the Code

Penrice will ensure that employees are not disadvantaged in any way for reporting violations of the Code or other unethical conduct, and that the matter is dealt with promptly and fairly.