1.PURPOSE

Aephoria Partners (Pty) Ltd (“Aephoria”) is committed to conducting its business with integrity, professionalism, fairness and respect.

This policy sets out the standards of behaviour expected from all employees, directors, contractors, consultants and representatives of Aephoria. It covers:

• Code of Conduct
• Code of Ethics
• Anti-Bribery and Corruption
• Whistleblowing and reporting of concerns

The purpose of this policy is to ensure that everyone working with or representing Aephoria understands their responsibilities and acts in a manner that protects the reputation, people, clients and business of Aephoria.a

2. CODE OF CONDUCT

All Aephoria employees and representatives are expected to:

2.1 Act professionally

We conduct ourselves professionally and responsibly when dealing with colleagues, clients, suppliers, partners and other stakeholders.

2.2 Treat people with respect

We treat everyone fairly, respectfully and with dignity. Harassment, discrimination, bullying, intimidation or inappropriate behaviour will not be tolerated.

2.3 Act honestly

We provide accurate information and do not deliberately mislead clients, colleagues, suppliers or other stakeholders.

2.4 Protect confidential information

Confidential business, client and personal information must be protected and only used for legitimate business purposes.

2.5 Protect Aephoria's property and resources

Company property, information, systems, intellectual property and financial resources must be used responsibly and for legitimate business purposes.

2.6 Avoid conflicts of interest

Employees and representatives must disclose any personal, financial or other interest that could influence, or appear to influence, their professional judgement.

2.7 Comply with applicable laws

Aephoria expects all employees and representatives to comply with applicable South African laws, regulations and contractual requirements.

2.8 Take responsibility

Everyone is responsible for their own conduct and for raising concerns when they become aware of behaviour that may be unethical, unlawful or inconsistent with this policy.

3. CODE OF ETHICS

Aephoria is committed to the following ethical principles:

Integrity

We do the right thing, even when it may be difficult or inconvenient.

Honesty and transparency

We communicate honestly and openly and avoid misleading or deceptive practices.

Fairness

We make decisions fairly and objectively and do not allow personal interests to improperly influence business decisions.

Respect

We respect the dignity, rights, privacy and contributions of our employees, clients and stakeholders.

Accountability

We take responsibility for our decisions, actions and commitments.

Professionalism

We maintain appropriate professional standards in all our interactions and services.

Confidentiality

We respect and protect confidential and sensitive information entrusted to us.

Responsible business

We seek to conduct our business responsibly and in a manner that considers our impact on our people, clients, community and environment.

4. ANTI-BRIBERY AND CORRUPTION POLICY

Aephoria has a zero-tolerance approach to bribery and corruption.

No employee, director, consultant, contractor or representative may offer, promise, give, request or accept a bribe or improper payment in connection with Aephoria's business.

4.1 Bribery

Bribery includes offering or receiving anything of value with the intention of improperly influencing a business decision or obtaining an improper advantage.

This may include:

• Cash or cash equivalents
• Gifts or excessive entertainment
• Undisclosed commissions
• Favours or personal benefits
• Improper payments to influence decisions
• Payments intended to secure or retain business

4.2 Gifts and hospitality

Reasonable and appropriate business hospitality may be acceptable where it is:

• Legitimate and related to a business purpose;
• Reasonable in value and frequency;
• Not intended to influence a business decision; and
• Not contrary to the recipient's organisational policies.

Employees must not accept or provide gifts or hospitality that could create an actual or perceived obligation.

4.3 Facilitation payments

Aephoria does not permit improper facilitation payments made to officials or other individuals to speed up or secure routine services.

4.4 Procurement and business relationships

Aephoria expects suppliers, consultants, partners and other third parties acting on its behalf to uphold appropriate standards of integrity.

Employees must not manipulate procurement processes or accept personal benefits in exchange for awarding work or influencing business decisions.

4.5 Political and charitable contributions

Aephoria does not make political contributions for the purpose of obtaining business or an improper business advantage.

Charitable contributions must be legitimate, appropriately authorised and must not be used as a means of obtaining an improper advantage.

5. WHISTLEBLOWING AND REPORTING PROCESS

Aephoria encourages employees and other stakeholders to speak up if they have concerns about suspected:

• Fraud
• Bribery or corruption
• Theft or financial misconduct
• Conflicts of interest
• Unethical behaviour
• Harassment or serious misconduct
• Breaches of this policy
• Illegal activity
• Conduct that could seriously damage Aephoria or its stakeholders

5.1 How to raise a concern

Concerns should, where possible, be raised with:

Immediate Manager / Director
or
Aephoria Partners Management

Concerns may be raised verbally or in writing.

Where the concern involves the employee's manager, the employee may raise the matter directly with a Director or another member of senior management.

5.2 Confidentiality

Aephoria will treat concerns as confidential as far as reasonably possible and will only share information with those who need it to assess or investigate the matter.

5.3 Protection against retaliation

Aephoria will not tolerate retaliation against anyone who raises a genuine concern in good faith.

Employees should not be disadvantaged, victimised or penalised for reporting a concern honestly, even where the concern is ultimately found not to be substantiated.

5.4 False or malicious reports

Reports should always be made honestly and in good faith. Knowingly making a false or malicious allegation may result in disciplinary action.

5.5 Investigation

Reported concerns will be assessed and, where appropriate, investigated fairly and objectively.

Depending on the nature and seriousness of the matter, Aephoria may involve appropriate internal or external parties in the investigation.

Appropriate action will be taken where misconduct or wrongdoing is established.

6. RESPONSIBILITIES

Directors and Management

Directors and management are responsible for:

• Promoting a culture of integrity and ethical behaviour;
• Leading by example;
• Ensuring employees understand this policy;
• Taking reported concerns seriously; and
• Taking appropriate action where misconduct is identified.

Employees and Representatives

All employees and representatives are responsible for:

• Understanding and complying with this policy;
• Acting honestly and professionally;
• Avoiding conflicts of interest;
• Protecting confidential information;
• Refusing and reporting suspected bribery or corruption; and
• Raising concerns about suspected wrongdoing.

7. BREACHES OF THIS POLICY

Failure to comply with this policy may result in appropriate disciplinary or contractual action.

Serious matters may also be reported to the relevant authorities where required or appropriate.

8. POLICY REVIEW

This policy will be reviewed periodically, and at least annually, to ensure that it remains relevant and aligned with Aephoria's business practices and applicable legal and regulatory requirements.