SMART COMMUNICATIONS, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

SMART Communications, Inc. (“SMART” or the “Company”) is dedicated to

doing business in accordance with the highest standards of ethics. The Company, its
directors, officers and employees endeavor to promote a culture of good corporate
governance by observing and maintaining its core business principles of accountability,
integrity, fairness and transparency in their relationships among themselves and with
the Company’s customers, suppliers, competitors, business partners, regulators and the
public.

This Code of Business Conduct and Ethics (the “Code”) sets forth the Company’s
business principles and values which shall guide and govern all business relationships of
the Company, its directors, officers and employees, including their decisions and actions
when performing their respective duties and responsibilities.

THE FOUNDATION OF BUSINESS ETHICS: PRINCIPLES AND VALUES

In simple terms, the spirit of the Code means that all actions of the Company, its
directors, officers and employees must, at all times, be consistent with the principles of
accountability, integrity, fairness and transparency, which are defined as follows:

A. Accountability – We shall take full responsibility for all our business

decisions, actions/inactions, and conduct, and shall perform our duties and
functions with utmost responsibility, integrity, honesty, loyalty and efficiency.
We are accountable to the Company and its stakeholders (employees,
customers, shareholders and business partners) all of whom we vow to serve
to the best of our ability.

B. Integrity – We shall act righteously, morally, and legally. We shall uphold the
simple truth ‘honesty is the best policy’ and endeavor to act under the highest
standards of ethics.

C. Fairness – We shall uphold the value of justice and fair play amongst
everyone we deal with, both internally and externally, striving always to look
for a win-win situation.

D. Transparency – We shall uphold the value of truthfulness in everything we

do coupled with the quality of being open to scrutiny as we provide and
disclose accurate material information in a timely manner.

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 STANDARDS OF BUSINESS CONDUCT AND ETHICS

Below are the commitments of the Company, its directors, officers and
employees in their behavior and various business dealings.

A. COMPLIANCE

1. Engage in honest conduct and comply with all applicable laws, rules
and regulations, including prohibitions on insider trading, both in letter
and spirit. Demands brought on by prevailing business conditions or
perceived pressures are not excuses for violating any law, rules or
regulations.

2. Personally adhere to the standards and restrictions imposed by those

laws, rules and regulations.

3. Avoid the direct or indirect commission of bribery and corruption of

representatives of government or regulators to facilitate any
transaction or gain any perceived or actual favor or advantage,
excluding permissible additional payments for routine governmental
actions allowed by applicable laws and regulations.

B. COMPETITION AND FAIR DEALING

1. Avoid taking unfair advantage of anyone through manipulations,

concealment, abuse of privileged information, misrepresentation of
material facts, or any unfair dealing practice.

2. Deal fairly with the Company’s customers, service providers,

suppliers, competitors and employees.

C. CONFIDENTIALITY OF INFORMATION AND PROPER USE OF

PROPERTY

1. Maintain and safeguard the confidentiality of information entrusted by

the Company, its subsidiaries, affiliates, customers, business
partners, or such other parties with whom the Company relates,
except when disclosure is authorized or legally mandated.
Confidential information includes any non-public information that
might be of use to competitors, or harmful to the Company, its
subsidiaries, affiliates, customers, business partners, or such other
parties with whom the Company relates, if disclosed.

2. Follow Company policy and applicable laws regarding business

records retention. Ensure that records are not altered, concealed,
destroyed or falsified to impede, obstruct or influence any
investigation by, or proceeding before any official Company

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 committee or body, governmental, regulatory or judicial body having
jurisdiction.

3. Avoid trading any of the Company’s securities or those of its

subsidiaries and affiliates using price sensitive information that is not
normally available publicly, and obtained by reason of position,
contact within, or other relationship with the Company.

4. Use Company property and resources, including Company time,

supplies and software, efficiently, responsibly and only for legitimate
business purposes.

5. Protect the assets of the Company from loss, damage, misuse or

theft.

D. CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITIES

1. Avoid any actual or apparent conflicts of interest between your private

interest, including the private interest of member of your family, and
the interest of the Company, unless you have obtained prior approval
by the Corporate Governance Office. Any actual or apparent conflict
of interest, and any material transaction or relationship that could
reasonably be expected to give rise to a conflict of interest, should be
disclosed to the Corporate Governance Office.

2. Avoid activities and interest that could significantly affect the objective
or effective performance of duties and responsibilities in the
Company, including business interests or unauthorized employment
outside the Company, the receipt from and giving of gifts to persons
or entities with whom the Company relates, as well as insider dealing.

3. Be loyal to the Company. As such, all business decisions and actions

must be based on the best interest of the Company and must not be
motivated by personal considerations and other relationships, which
may interfere with the exercise of independent judgment.

4. Advance the Company’s legitimate interests when the opportunity

arises. Avoid competing with the Company on a business opportunity
or acquiring an interest adverse to that of the Company’s. Refrain
from taking advantage of these, for personal gain, to compete with the
Company, or act against the best interest of the Company. Directors,
officers and employees who intend to make use of Company property
or services in a manner not solely for the benefit of the Company
should consult beforehand with the Corporate Governance Office.

5. Refrain from direct or indirect, grant or arrangements of loans to any

director or officer, including loans granted or arranged by the
Company’s subsidiaries and affiliates, unless such grant or
arrangement is allowed by all applicable laws and regulations.

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E. DISCLOSURE

1. Publicly disclose all material information (i.e. anything that could

potentially affect share price, as well as other information), including
earning results, corporate strategy, related party and off-balance
sheet transactions, as may be necessary under applicable laws, rules
and regulations.

2. To the extent relevant to your area of responsibility, comply with the

Company’s disclosure controls and procedures and internal controls
to ensure that (i) financial and non-financial information is properly
recorded, processed, summarized and reported and (ii) the
Company’s public reports and documents, including the reports that
the Company files with the Philippine Securities and Exchange
Commission and such other applicable private exchanges,
government agencies or regulators, comply in all material respects
with the applicable laws and rules.

3. Each director or officer, to the extent appropriate within his or her area
of responsibility, should consult with other Company officers and
employees and take other appropriate steps regarding the above
mentioned disclosures with the goal of making full, accurate, timely
and understandable disclosure.

4. Be familiar with the disclosure requirements applicable to the

Company as well as the business and financial operations of the
Company.

5. Do not knowingly misrepresent, or cause others to misrepresent, facts

about the Company to others, whether inside or outside the Company,
including to the Company’s independent auditors, government
regulators and self-regulatory organizations.

6. Properly review and critically analyze proposed disclosure for

accuracy and completeness (or, where appropriate, delegate this task
to others).

7. Assess the effectiveness of the disclosure controls and procedures

and internal controls and take corrective actions with regard to any
identified weaknesses or deficiencies.

F. RISK MANAGEMENT

1. Restrict or minimize undertaking of risk so as not to jeopardize

shareholder value.

2. Fully assess and manage risks involved in undertaking strategies,

acquisitions, activities, products, services and other business
endeavors of the Company.

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G. RELATIONS WITH SHAREHOLDERS AND INVESTORS

1. Adopt strategies, actions, decisions, and transactions based on

increasing shareholder value.

2. Adopt international best practices of good corporate governance in

the conduct of business.

3. Keep business and accounting records, which accurately reflect the

financial position of the business and issue financial statements to
ensure transparency of information.

4. Ensure an independent audit of the Company’s financial statements

by external auditors selected by the Company’s Audit Committee.

5. Communicate truthfully and regularly business policies, achievements

and prospects.

IMPLEMENTATION AND MONITORING OF CODE

1. Directors, officers, and employees of the Company commit to comply with

both the letter and spirit of this Code and the Company endeavors to
obtain the same commitment from its business partners. In this
connection, directors and officers should explain to employees and
business partners the Company’s principles and values set forth in this
Code, and emphasize the importance of conducting themselves in
accordance with the standards set by this Code in order to attain financial
rewards for the Company and to deter wrongdoing.

2. The Corporate Governance Office is responsible for applying the Code to

specific situations in which questions or concerns may arise, and has the
authority to interpret and decide on such issues arising from the
implementation of the Code.

3. There shall be no waiver of any of the provisions of this Code in favor of

any directors, officer or employee, except when expressly granted by the
Board of Directors, in the case of waivers for directors and officers, or by
the Corporate Governance Office in the case of waivers for employees.
Any such waiver for any director or executive officer or any material
amendment to the Code must be promptly disclosed to the shareholders
of the Company.

4. Any director, officer or employee is encouraged to contact the Corporate

Governance Office when in doubt about the best course of action in a
particular situation relating to a subject matter of the Code.

5. Any director, officer or employee who is aware of any existing or potential

violation of the Code is required to notify the Corporate Governance
Office promptly. The Corporate Governance Office shall take all action it
considers appropriate to investigate any violations reported to it. If a
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