Introduction

This policy sets out the expected standard of behaviour and ethical responsibilities of third parties (vendors, suppliers, service providers, business partners), and persons associated with Transcorp Power Plc (“the Company”) and is designed to enable all the relevant persons to take a consistent approach to integrity issues.

Policy Statement

The Directors and Management of Transcorp Power Plc are committed to play by the highest standards of personal and professional conduct. They are Execution, Enterprise, and Excellence.

Compliance with the Code

• All service providers, and partners are expected to carefully read this Code.
• The Company shall work with only service providers and business partners that share the principles expressed in this Code.
• Contracted service providers or partners are obligated to confirm their commitment to the Code by signing the Company’s Third-Party Undertaking Form.
• The Code cannot, and is not intended to, address all situations that may be encountered while working for or being engaged by the Company.

There will be occasions, which are not described in the Code, for which decisions must be made regarding the appropriate course of action. When in doubt, vendors/business partners/suppliers should ask themselves one or more of the following questions:

• Are my actions legal?
• Am I being fair and honest?
• Will my actions stand the test of time?
• How would I feel if my actions were publicly disclosed?
• Would my actions embarrass or harm the Company?

Compliance & Ethical Guidelines

Transcorp Power Plc is committed to operating within a framework of ethical and professional standards, laws, regulations, and internal policies.

Compliance with Applicable Laws & Regulations:

Third Parties shall carry out all services and activities by complying with the laws and regulations that affect its business dealings and shall not engage in any activity that shall affect this commitment. The Company shall conduct its business ethically.

Environment, Health & Safety:

Transcorp Power Plc is committed to achieving environmental, health, and safety excellence. The Company also strives to provide a safe and healthy working environment and to avoid adverse impact and injury to the environment and to the communities in which it does business.

Third Parties shall adhere to all health and safety requirements within the organisation to maintain a safe working environment for all stakeholders in line with leading practices.

Insider Trading:

The Company does not tolerate or encourage trading on, or the inappropriate disclosure of, inside information. The Company has established strict requirements that prohibit persons who have access to material or price sensitive non-public information through their roles from sharing or using that “inside information” to buy or sell stock or other securities of the Company while in possession of that information.

Third Parties shall not engage in insider trading, insider dealing or inappropriate procurement or disclosure of inside information regardless of whether the information was obtained in the course of working for or with the Company.

Third parties are also not allowed to induce anyone else, by giving advice or in some other manner, to undertake such trading.

Relationships with Competitors and Business Partners:

Transcorp Power Plc is committed to fair competition and does not tolerate anti-competitive activity in any form. The Company shall compete with integrity and in a fair manner.

Third Parties shall refrain from any unfair competition under applicable anti-trust and competition laws and regulations.

Third Parties shall use legitimate means to gather information about its competitors and shall not exchange information or enter into agreements or understandings with competitors, customers, or suppliers in a way that improperly influences the marketplace or the outcome of a bidding process.

Anti-Bribery & Improper Payments:

The Company does not tolerate corruption or bribery in any form, whether directly or through any third party, and shall not participate in or endorse any corrupt practices.

Third Parties shall not participate in or endorse any corrupt practices. They shall not offer any rewards or benefits to staff, potential customers, government, and its agencies, in violation of applicable laws or established business practices stricter than applicable laws, in order to obtain or retain business or to gain any other improper advantage or that could affect or appear to affect their objectivity in their business decisions.

Money Laundering and the Financing of Terrorism:

Transcorp Power Plc has zero tolerance for economic crime, including money laundering and terrorist financing activities.

Money laundering, which is the process by which proceeds from illegal activities are disguised so they appear to be from legitimate sources.

Transcorp Power Plc will only do business with parties involved in legitimate business activities and whose funds are derived from legitimate sources.

Conflict of Interest

Transcorp Power Plc is committed to identifying and addressing real and potential conflicts of interests’ situation that may arise in the conduct of its business.

If a Third Party becomes aware of an actual or potential conflict of interest situation that may impact its work for or with the Company, it shall notify the Company immediately.

Confidentiality & Privacy

Transcorp Power Plc respects the privacy and confidentiality of information relating or belonging to its business partners, staff, vendors, guests, customers, staff, directors, and others with whom it does business.

The Company protects personal and other confidential information in all forms.

Third Parties shall protect personal data and confidential information obtained in the course of their engagement with Transcorp Power Plc against unauthorised and unlawful use, disclosure, access, transfer, loss, alteration, damage, and destruction.

Fair Employment Practices

The Company is committed to fair employment practices, including the prohibition of all forms of discrimination.

Third Parties shall not discriminate against any individual in their employment or hiring practices.

Acknowledgement of the Code

Third Parties who work for or with Transcorp Power Plc and who are in receipt of this Code of Conduct agree to:

• adhere to the requirements and expectations set out in this Code.
• provide complete and accurate information to facilitate third-party due diligence and vendor registration efforts undertaken by the Company; and comply with the applicable laws and regulations in the country or countries where they operate.