Group

Code of
Business
Conduct

September 2007

Our commitment to Integrity and Ethics 1

TABLE OF CONTENTS

1. Message from the CEO

2. Introduction

3. Key Elements

• Records Management and Accounting Procedures

• Gifts and Entertainment
• Conflict of Interest
• Protection of Confidential Corporate Information
• Equal Employment Opportunity
• Protection of Physical and Intellectual Assets

4. Prohibited Practices
• Corrupt Practice
• Fraudulent Practice
• Coercive Practice
• Collusive Practice
• Obstructive Practice

5. Taking Action
• Administration
• Approvals
• Monitoring Compliance

6. Appendices
• Receipt and Acknowledgement Form
• Reaffirmation Form

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 MESSAGE FROM THE CEO
Doing business in an ethical manner is vital to Metito’s reputation worldwide and to our
success. Ethics and integrity are the basis of the trusting business relationship we have
built over the years with our clients, suppliers and the government. We will comply with all
applicable laws and regulations and operate our business with the highest ethical
standards.

This Code of Business Conduct (hereinafter referred to as the ‘‘Code’’) is one expression
of our commitment to ethical and legal behaviour. The Code is a practical guide that
summarises the standards that guide our actions, as the business and legal environment
in which we operate is complex. As you read the Code, you will note that the Code does
not cover every situation, nor does it set forth every applicable law. The policies set by the
Company must also influence our conduct.

The Code applies to all Group Directors, full time and part time employees in the Group.
We will all be required to sign an acknowledgement confirming receipt and adherence to
the standards established in the Code. If after reviewing the Code you have questions,
please ask your supervisor, Human Capital department, Legal department or Compliance
Officer.

At the end of each calendar year, all employees [Office staff] will be required to sign a
reaffirmation statement indicating their compliance to the Code.

The Compliance Officer will be conducting Training and Awareness sessions on the
applications and standards of the Code. If you know of situations that could put the
Company in jeopardy, you have an obligation to report it immediately to your Compliance
Officer.

Seek guidance if you are unsure what to do. Don’t hesitate to ask questions and get
advice and guidance you need.

Mutaz Ghandour
Vice Chairman & Chief Executive Officer

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 INTRODUCTION
The Code of Business Conduct is a statement of business principles. There are several
elements of the Code that describe an expected standard of high ethical conduct. The
intent of this Code is to discourage any wrongdoing and to promote the conduct of all
Company business in accordance with the highest standards of integrity and ensure
compliance with all applicable laws and regulatory agencies.

One of our Company’s most valuable assets is our reputation for integrity and
professionalism. We should all recognise that our actions are the foundation of our
reputation and therefore adhering to this Code and applicable law is imperative.
The Code will not give us an answer for every ethical problem nor describe all unethical
business practices. You may from time to time need assistance in determining how this
Code applies to situations which confront you. Questions about this Code's application to
specific circumstances must be directed to the Compliance Officer.

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 KEY ELEMENTS

Record Management and Accounting Procedures

Accurate business records are relied upon by our employees, customers, tenants, suppliers,
subcontractors, shareholders and by various government agencies. Therefore, our books,
records and accounts (whether computerized, paper or other) must fully and accurately reflect
our business transactions. These include financial statements, accounting records, time sheets,
vouchers, bills, invoices, expense claims, petty cash funds, company funds and assets, payroll
and benefits records, performance evaluations, and other essential Company data. Financial,
accounting and related records must be entered in reasonable detail, in accordance with
approved accounting practices. No false or misleading entries or failure to make required
entries will be permitted for any reason.

Each employee must safeguard records and documents entrusted to him or her and maintain all
records and documents within the appropriate level of privacy.

If you observe any shortcomings in our record keeping or accounting procedures, you should
advise your Supervisor or Compliance Officer.

Gifts and Entertainment

Gifts, business entertainment or other benefits are often accepted as legitimate and recognized
part of commercial life. Problems occur when they compromise or even appear to compromise
commercial relationships.

You must not give or receive gifts of any value under circumstances that might appear to
be an attempt to improperly influence a decision which affects the Company.

You should always exercise caution when offered any gifts or benefits from anyone seeking to
do business with the Company or from a competitor of the Company.

Guidelines for the acceptance of gifts are as follows:

• You may receive small gifts or courtesies typically associated with accepted business
practices, provided they will not inspire favoritism or a sense of obligation.
• You generally may not receive tangible gifts with a market value in excess of $100 or any
gifts in the form of cash or marketable securities.

You should use common sense and err on the side of not accepting any questionable gift or
benefit, directly or indirectly. In some instances, meals for business purposes, occasional
invitations to local functions or sporting events or routine hospitality customary in the community
may be acceptable. However, special privileges, unusual payments or fees, gifts of season
ticket(s) or other excessive awards are prohibited.

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In the event a gift with a value over $100 is received under circumstances where it is not
feasible to return the item, it should be turned over to your Director for disposition or use as
Company property.

This rule does not preclude you from having a social relationship with a person doing business
with the Company, which may include giving and receiving items of financial value, provided the
relationship is purely social and involves no expressed or implied business commitment. If you
are in doubt as to your ability to accept certain gifts or favours, please consult the Compliance
Officer.

Conflict of Interest
The Company recognises and respects the right of all Employees to engage in outside
financial, business or other activities so long as those activities are legal and do not
impair, interfere or conflict with the conscientious performance of the Company duties and
do not involve damage to or misuse of the Company's name, trademarks, products,
property, reputation, influence, facilities, relationships, confidential information or other
resources.

You have a conflict of interest when your actions or private interest interferes in any way
or even appears to interfere with the interest of the company. A conflict situation can arise
when you take action or have an interest that makes it difficult to perform your work
objectively and effectively.

Avoid all interests that conflict or appear to conflict with those of the company. Some
examples are -

Outside employment
Employees should not hold jobs with other employers or engage in outside business that
adversely impacts their performance or the company’s interest.

Customer and Supplier Relations

Any relationship between you and a customer or supplier must in no way compromise your
ability to transact business in a professional manner. As an employee, you must employ
the highest ethical standards in choosing sources, in negotiations and in administering
purchasing activities.

Direct or indirect financial benefit as a result of your position in the company

You should consider it your responsibility to promptly disclose any interest you may have
that could conflict with the interests of the Company. For example, if one of your family
members (including your parents, siblings, children or in-laws) is or becomes a METITO
supplier, customer, developer or competitor, that may not necessarily represent a conflict
of interest, but the right thing to do nonetheless is to let your Supervisor know about the
situation immediately.

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It is difficult to define every situation in which a conflict may occur. If you are in doubt that
a certain situation might create a conflict of interest, please consult your supervisor or
Compliance Officer for guidance before taking action.
Nothing in this section is intended to prohibit employees from engaging in charitable or
humanitarian activities or donations which are sponsored or approved by the Company.

Protection of Confidential Corporate Information

One of our most important assets is our confidential corporate information. Our legal obligations
and competitive position often mandate that this information remain confidential. Examples of
confidential information include marketing plans, sales and marketing data, customer and
employee records, research data, pricing information, business forecasts, plans and strategies,
financial results, contract awards, business dealings and information pertaining to new products
and services.

As an employee, you must protect our confidential information to prevent inappropriate or

unauthorized disclosures. Be careful when using the telephone, fax, telex, e-mail, and other
electronic means of storing and sending information. Do not discuss confidential information in
public places where others may overhear. Never provide confidential information to outsiders
without first getting the approval of and a written form of confidentiality agreement from the
Compliance Officer.

We are committed to delivering accurate and reliable information to the media, financial
analysts, investors, brokers, and other members of the public. All public disclosures, including
forecasts, press releases, speeches, and other communications, will be honest, accurate,
timely, and representative of the facts. To ensure consistent, accurate delivery of Company
information, employees are not authorized to answer questions from the news media. When
approached for information, you must record the name of the person making the inquiry and
immediately notify your Director.

Equal Employment Opportunity

Metito is committed to providing equal opportunity to all employees and does not discriminate
on the basis of age, race, colour, religion, sex, disability, national origin or other status. This
policy of non-discrimination applies to all employment decisions, terms and conditions of
employment, including, but not limited to benefits, compensation, training, promotion, transfer,
and termination.

Metito is committed to ensuring that all employees are treated with respect and integrity. We
have a diverse workforce where all employees are recruited, compensated, promoted based on
their contribution to the company and their performance.

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The Executive Board and Group Human Capital Director are responsible for ensuring that this
policy is implemented throughout the Company. If you have any questions related to EEO,
please consult Group Human Capital Director or Compliance Officer.

Protection of Physical and Intellectual Assets

Employees are entrusted with Company assets in order to do their jobs. We are personally
responsible for safeguarding these assets, including equipment, computer programs,
information technology, patents, trademarks, copyrights and any other property of the company.

The Company does allow the personal use of the Company’s communication and information
systems provided that the use does not abuse or represent a conflict of interest and does not
interfere with work priorities.

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 PROHIBITED PRACTICES
While all prohibited activities cannot be listed in this Code, nor is it meant to be, the following
are specific prohibited practices which this Code emphasizes:

Corrupt Practice

A corrupt practice is the offering, giving, receiving or soliciting directly or indirectly anything of
value to influence improperly the actions of another party.

No payments or gift shall be made directly or indirectly to or for the benefit of any party or to any
organization in which a party is known to have a material direct or indirect financial or business
interest, under any circumstance, if such gift or payment is:
• Illegal or is to be used for an illegal purpose under the laws of any state or country having
jurisdiction over the transaction;
or
• For the purpose of influencing any act or decision of such party in his or her official capacity
or inducing such party to do or omit to do any act in violation of the lawful duty of such party.

All contributions offered or given to any party for bona fide local charities or social developments
are not viewed, for the purpose of this section, as corrupt practice or in violation of this Code.

No cash or non-cash gift, entertainment or donation which the employee is uncertain about
should be given or received without the prior written approval of the Compliance Officer.

Fraudulent Practice

A fraudulent practice is an act of omission, including misrepresentation, which knowingly or

recklessly misleads or attempts to mislead, a party to obtain a financial or other benefit or to
avoid an obligation.

Employees should not, under any circumstance, permit, encourage or participate directly or
indirectly in any such fraudulent practice. Mere inaccuracy in providing information through
simple negligence shall not be regarded as fraudulent practice.

Coercive Practice

A coercive practice is impairing or harming, or threatening to impair or harm, directly or indirectly

any party or the property of any party, to influence improperly the actions of another party.

Employees should not, under any circumstance, indulge in such coercive practice. Hard
bargaining or contractual remedies or litigation shall not constitute coercive practice.

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Collusive Practice

A collusive practice is an arrangement between two or more parties designed to achieve an

improper purpose, including influencing improperly the actions of another party.

Employees should not, under no circumstance, permit, encourage or participate directly or

indirectly in any bid rigging or an arrangement with any parties to influence improperly other
parties in connection with public procurement or government contracting or in furtherance of a
corrupt or fraudulent practice.

Obstructive Practice

An obstructive practice is deliberately destroying, falsifying, altering or concealing of evidence

material to the investigation or making false statements to investigators in order to materially
impede or obstruct an investigation into allegations of any corrupt, fraudulent, coercive or
collusive practice.

Employees should not, under any circumstance, permit, encourage or participate directly or
indirectly in any such obstructive practice. For the purpose of this section, no legal action or
otherwise properly taken measures to preserve any legal rights will constitute an obstructive
practice even if has an effect of impeding an investigation.

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 TAKING ACTION
Administration
Employees
All existing employees will attend the Training and Awareness session on the Code of
Business Conduct. All future employees will attend the session at the time of Induction,
which will be within one month from the date of commencement of employment. A copy of
the Code will be available on the portal.

At the end of each session -

• Attendees will sign an attendance register indicating attendance to the training.
• The Code will be given to the attendees who will sign an acknowledgement
confirming receipt of the Code

At the end of each calendar year, all employees [Office staff] will be required to sign a
reaffirmation statement indicating compliance to the Code.

Employees have the responsibility to read, understand and comply with the Code. They
also have the responsibility to report activity that appears to violate the Code. The
Compliance Officer will investigate all reported matters promptly and confidentially as
possible and will take corrective action.

Vendors, Consultants, External Auditors

A copy of the Code will be given to our suppliers, vendors, contractors, consultants and
external auditors who are retained to perform services for the Company or on behalf of the
Company.

Approvals
Each situation which requires approval under this Code shall be reviewed and approved in
writing by the Compliance Officer before any action is taken based upon that approval.

Verbal approval will be permitted only in extraordinary circumstances where there is

insufficient time to obtain prior written approval. In such cases, a written confirmation
memorandum shall be immediately prepared by the Compliance Officer having the
authority to give such approval.

Copies of all approvals relating to the Code shall be retained in the files of the Compliance
Officer and shall be made available to the Executive Board upon request.

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Monitoring Compliance
Employee Compliance

Employees must be alert to any action or omission in connection with his or her work
which might constitute a violation of this Code and must attempt to prevent any Code
violation and take prompt corrective action necessary to remedy and prevent any recurring
violation of this Code.

Where personal corrective action is not possible or practical, the Employee should
immediately bring the matter to the attention of his or her Supervisor and Compliance
Officer.

Employee Reports

The Company is committed to maintaining a workplace where employees who are aware
of a violation or suspected violation of the Code or of an applicable law can raise such
concerns free of any discrimination, harassment or retaliation.

The Company specifically prohibits discrimination, retaliation or harassment of any kind

against any employee who reports such matters based on the persons reasonable good
faith belief that such violation occurred. Employees should feel free to come forward with
any such information without regard to the identity or position of the suspected offender.

All reports will be taken seriously and will be promptly investigated. The specific action
taken in any particular case will depend on the nature and gravity of the conduct or
circumstance reported, and the quality of the information provided.

The Company will also treat such information, including the identity of anyone reporting
the violation or participating in the investigation, in a confidential manner to the extent it
would be consistent with an appropriate investigation, evaluation and response.

Employees should also be aware, however, that the Compliance Officer, and anyone
assisting him or her (including other officers or directors) are obligated to act in the best
interests of the Company and do not act as personal lawyers or representatives for
Company employees.

If at any time the reporting employee believes that he or she has been the subject of
discrimination, retaliation or harassment for making a report under this Code, the
employee should immediately report such facts to the Compliance Officer or the Group
Human Capital Director. If the employee has a good faith reason to believe that those
individuals are also involved in acts of retaliation, then the employee should report the
matter directly to the Vice Chairman / Chief Executive Officer. In any such situation, it is
imperative that the employee brings the matter to the Company’s attention promptly so
that any concern of discrimination, retaliation or harassment can be promptly investigated
and addressed appropriately.

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Upon receiving such information, the Supervisor or principal Manager shall:
• promptly take all action necessary to prevent or remedy any Code violation;
• immediately record all Employee reports and any corrective action taken with respect
to such reports; and
• Promptly bring any Code violation and any corrective action taken to the attention of
the Compliance Officer for investigation and for the determination of appropriate
disciplinary action.

When the Compliance Officer receives reports of alleged or potential violations of the
Code, he shall conduct investigations and take other action as shall deem necessary and
appropriate to prevent or remedy such violation and to recommend appropriate corrective
and disciplinary action to the offending Employee's supervisor and to the appropriate
principal manager in order to prevent recurring violation.

Any failure by an Employee to report a Code violation in accordance with this Code shall
itself constitute a Code violation.

Compliance Officer Reports

The Compliance Officer shall periodically report any violations of this Code and corrective
actions taken to the Executive Board.

Any questions relating to the Code, its meaning or application to specific circumstances
should be addressed to the Compliance Officer who will ensure that each inquiry receives
prompt response. If the Compliance Officer's initial response is not in writing, the
Compliance Officer shall immediately prepare a written record of the response, a copy of
which will be sent to the Employee who made the Inquiry.

The Compliance Officer may, from time to time, issue interpretive memoranda to the
Employees with respect to issues arising under this Code.

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 Receipt and Acknowledgement Form

To: Compliance Officer

I acknowledge that I have received the Group Code of Business Conduct and as an
employee of Metito, I am responsible for knowing and adhering to the standards
outlined in it.

Name _______________________________________

Employee ID ________________________________________

Company ________________________________________

Location ________________________________________

Department ________________________________________

Signature ________________________________________

Date ________________________________________

cc: Employee file

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 Reaffirmation Form
To: Compliance Officer

I am aware and have read the Metito COBC [September 2007] and I understand the
contents thereof.

I have fully complied with the COBC and all applicable Company policies and

I am not aware of instances of noncompliance and violation to Code

I am aware of the following instance[s] of noncompliance and violation of the Code

which I have not reported to the company.

____________________________________________________________________________

___________________________________________________________________

Name _______________________________________

Employee ID ________________________________________

Company ________________________________________

Location ________________________________________

Department ________________________________________

Signature ________________________________________

Date ________________________________________

cc: Employee file

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