Penrice Soda Holdings Limited
ACN 109 193 419

Purpose

This purpose of this Code of Conduct is to ensure that the Directors of Penrice Soda Holdings Ltd (“Penrice’) achieves high levels of ethical business conduct and that its corporate governance practices are fair and ethical.

1. Primary Obligations

The Code of Conduct is as follows:

1.1. A director must act honestly, in good faith and in the best interests of the company as a whole.

1.2. A director has a duty to use care and diligence in fulfilling the functions of office and exercising the powers attached to that office

1.3. A director must use the powers of office for a proper purpose, in the best interests of the company as a whole.

1.4. A director must recognise that the primary responsibility is to the company's shareholders as a whole but should, where appropriate, have regard for the interest of all stakeholders of the company.

1.5. A director must not make improper use of information acquired as a director.

1.6. A director must not take improper advantage of the position of director.

1.7. A director must properly manage any conflict with the interests of the company.

1.8. A director has an obligation to be independent in judgement and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the board of directors.

1.9. Confidential information received by a director in the course of the exercise of directorial duties remains the property of the company from which it was obtained and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by that company, or the person from whom the information is provided, or is required by law

1.10. A director should not engage in conduct likely to bring discredit upon the company.

2. Obligation to Comply with the Code

A director has an obligation, at all times, to comply with the spirit, as well as the letter, of the law and with the principles of this Code.

3. Compliance with Specific Policies

Directors must also comply with the Share Trading Policy, which details the circumstances in which they are permitted to trade in company shares, and also support and abide by the company Code of Conduct.