Compliance

I. Aims and Objectives

Guided by the main Social Responsibility Policy, Premium Tobacco Holdings and its constituent businesses, hereafter referred as the Company, is committed to making a sustainable positive impact on the community in which the Company operates by adopting following elements of the Code of Business Ethics. The Company will strive to make a distinctive contribution to economic and social development and environmental improvements through the development of effective partnerships.

II. Standard of Conduct

All Company employees are expected to act ethically, in a manner consistent with the tenets of behaviour, in conformity with this Code and all applicable laws, and in the best interests of the Company. No employee should subvert the Company’s interest to his or her own, nor should an employee use his or her position at the Company to unfair personal advantage.

No employee, regardless of his or her level of authority, or agent of the Company has authority to act inconsistently with the Code, or to direct or authorize others to do so. Furthermore, conduct that is not permitted under the Code may not be achieved by a non-employee acting on an employee’s behalf. The consequences of any departure from this Code can be very serious. In addition, the Company will co-operate with all government investigations of possible unlawful conduct. If any criminal violation occurs, the Company is committed to stopping such criminal conduct and preventing such conduct from recurring.

The following is a summary of principles that guide the Company’s business practices under this Code.

A. Confidential Information

Employees may obtain confidential information with respect to the Company or its customers during the course of their employment with the Company. Confidential information includes, without limitation, all non-public information that could reasonably be expected to be of use to competitors, or harmful to the Company (or such customer), if disclosed. Employees shall not use or disclose to any person, firm or entity any proprietary, confidential or trade secret information of the Company or its customers without the Company’s express prior written permission. Employees shall deliver to the Company all materials that embody such information and all copies thereof when the Company requests the same, and immediately upon termination of employment. Protecting this information is essential to the successful conduct of the Company’s business and is the responsibility of every employee of the Company during and subsequent to his or her employment period, except when such disclosure is authorized or legally mandated.

B. Conflict of Interest

A conflict of interest occurs when an individual’s private interest interferes in any material way — or even appears to materially interfere — with the interests of the Company as a whole. A conflict situation can arise when an employee takes actions or has interests that may make it difficult for him or her to perform his or her Company work objectively and effectively. Conflicts of interest also arise when an employee, or his or her near relative, receives improper personal benefits as a result of his or her position in the Company. Employees have a duty to avoid situations in which a conflict of interest may arise as well as to avoid the appearance of a conflict between their personal interest and that of the Company.

The term “near relative” of any person means such person’s spouse or domestic partner, parents, brothers, sisters, children, nieces and nephews and the spouses or domestic partners of brothers, sisters and children.

The following are examples of activities that may result in a conflict of interest and Company guidelines with regard to those activities.

1. Outside Employment: The following guidelines apply with respect to outside employment by employees, including self-employment (whether on a regular basis or not) :Outside employment may not take place during the employee’s normal working hours; require usage of Company equipment or Company personnel while they are on Company time; or inappropriately trade on the name or reputation of the Company. Otherwise, outside employment will be permitted as long as i) it does not encroach on the time, energy or attention that should be devoted to the employee’s work for the Company, and ii) as long as it is neither competitive nor involve a circumstance which could create a conflict of interest, e.g., when an employee of the Company performs any services for another entity that in any way involves the employee in that entity’s dealings with the Company or with any employee acting on the Company’s behalf.When outside employment is competitive employment, it will be permitted only when 1) it is fully disclosed and approved, in advance, by the Management or 2) it is an industry practice that is recognized under an applicable Company collective bargaining agreement.
2. Relationship with a Supplier or Vendor: An employee’s retention of a company owned by his or her near relative to provide goods or services to an operating unit of the Company is prohibited without prior disclosure and approval
3. Outside Investments: Employees may not have a direct or indirect financial interest in a business enterprise that supplies, purchases from, competes with or has other business relations with the Company unless approved by the Management
4. Directorships: Employees of the Company may not serve as directors of 1) any publicly traded company, or 2) any non-public enterprise that is in business for profit (such as financial services, technology and manufacturing companies, etc.), if the enterprise does, or there is a reasonable likelihood that it will do business with the Company, or if the enterprise is, or there is a reasonable likelihood that it would be in competition with the Company,

C. Corporate Opportunities

Employees should avoid taking for themselves opportunities that are discovered through their employment or the use of corporate property, information or position without the prior written approval of the Management.

D. Gifts and Business Courtesies

lt is a common and accepted business practice to exchange customary gifts and business courtesies in the course of business relations with anyone with whom the Company does business or may potentially do business. The purpose of business courtesies or gifts in a commercial setting is to create good will and promote sound working business relationships.

Employees may give or receive customary gifts or business courtesies consistent with accepted practices and within the Code guidelines described below. However, it is the employee’s responsibility to exercise good judgment and ta act with moderation.

1. Gifts: Gifts accepted from or given to anyone with whom the Company does business should be promotional in nature and nominal in value. Gifts of nominal value are unlikely to be perceived as influencing the recipient. Cash gifts should never be accepted from or offered to anyone.
2. Business Courtesies: Business courtesies include but are not limited to meals, drinks, entertainment (including tickets to sports or social events), recreation, transportation, honoraria, or use of donor’s time, equipment, materials or facilities.

E. Fair Dealing

Each employee should endeavor to deal fairly with the Company’s customers, suppliers, and competitors. Employees should avoid taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

F. Financial Integrity

Dishonest or fraudulent activity is a violation of the Code and the law. The Company requires honest and accurate reporting of information in order to make responsible business decisions and safeguard the Company’s assets. One should be mindful however, that business records and communications often become public, and employees should, therefore, avoid inappropriate characterization of people and companies. This applies equally to e-mail, internal memos and formal reports.

1. No false entries shall be made on the books or records of the Company or its subsidiaries for any reason, and no undisclosed or unrecorded fund or asset of the Company shall be maintained or established for any purpose.
2. No payment on behalf of the Company shall be made or approved with the understanding that it will be used, or might be used, for something other than the stated purpose, and no documents shall be altered or signed by persons who lack proper authority.
3. No action shall be taken, directly or indirectly, to influence, coerce, manipulate or mislead any independent public or certified accountant engaged in the performance of an audit or review of the financial statements of the Company.

Policy Statement

The Premium Tobacco Group is committed to fostering a Group-wide dedication to detect and deter any money laundering or other activity that could facilitate money laundering or the funding of terrorist or criminal activities.

The purpose of this policy is to establish the general framework for the fight against money laundering, terrorism, financial crimes and corruption.

Policy

Our Policy and principles are guided by the –

• Financial Action Task Force (FATF);
• The European Union’ Fifth Anti-Money Laundering Directive (as amended and updated from time to time); and
• Financial Conduct Authority

We are dedicated to observing all internationally recognised anti-money laundering practices and controls as they relate to our activities.
In pursuit of any action or operation we will at all times seek to apply the highest applicable standard, whether the standard is borne from national or international regulations.

The Premium Tobacco Group entities are required to adhere to a minimum standard of anti-money laundering compliance based and guided by best international practice and applicable law. A summarized outline of the minimum standard or controls required by each Premium Group entity can be found on Annexure A hereto.

The Premium Group anti-money laundering compliance is the responsibility of all employees.

Our Impact

We understand that we bear the responsibility to ensure that adequate controls are implemented and enforced to identify any actual or potential adverse impacts which we may be involved with, albeit directly or indirectly.

It is for this purpose that we conduct and integrate thorough due diligence and Know Your Client exercises into our protocols and internal systems, ensuring prompt action is taken on any relevant findings, actions are recorded and adequately addressed.

Policy Review and Updates

With the everchanging international commercial landscape we understand that our controls need to be malleable, ensuring our anti-money laundering controls, policies and processes are appropriate and well suited as dictated by the evolving landscape.

Integrity being a core value of the Premium Tobacco Group, we have undertaken to review our anti-money laundering policy on an annual basis.
We have ensured that in all our engagements, aligned to international standard and regulation, our expected conduct of Premium Tobacco Group entities with regards to anti-money laundering, are expressly acknowledged and codified.

We are dedicated to drive continuous improvement and ensure transparency.

Our Governance

Governance of the Group’ Anti-Money Laundering Policy and protocols are overseen by the Premium Tobacco Chief Executive Officer, supported by Premium Tobacco’s leadership executive and the Group’s Legal and Compliance Officer.

Board-level oversight is provided by the Corporate Compliance Committee of the Premium Tobacco Group.

Communication

We commit ourselves to extensively distribute and communicate this policy both internal and external to the Group.

Training

We consider training essential to the understanding and promotion of anti-money laundering.

We strive to ensure that the appropriate people are equipped with the necessary knowledge and capacity through extensive training on the understanding and implementation of anti-money laundering principles.

Reporting Mechanism

It is our fervent pursuit to create an environment in which open and honest communication among all stakeholders are valued and respected.

Any stakeholder who desires to raise a concern regarding the law, custom and/or practice of an applicable area or Premium Tobacco Group segment or operation, or who has questions about this policy or desires to confidentially report a potential violation of this policy, should raise those questions and/or concerns with the group legal department and/or direct local management and/or can also report suspected policy violations through the Anonymous Reporting Line (online or via telephone) which details can be found on the Groups website.

No punitive or retaliatory action will be taken against any stakeholder for raising concerns, in good faith, or participates in an investigation under this policy. Reports will be investigated, addressed and communicated to the applicable stakeholder. The appropriate corrective action in response to any violation will be taken.