Corporate Code of Conduct and Ethics Policy

Corporate Code of Conduct and Ethics Policy Issue date: September 2012

1.

STATEMENT OF POLICY 1.1. It is a fundamental policy of Rainbow Chicken Limited to conduct its business with honesty and integrity and in accordance with the highest legal and ethical standards.

1.2. The policy set forth in this statement provides guidance in specific situations. It is not possible to provide guidance for all situations that may arise. Therefore, it is the individual employee's responsibility to exercise good judgment to act in a manner that will reflect favourably upon the Company and that employee.

1.3. Employees shall comply with the spirit as well as the letter of this policy. Employees shall not attempt to achieve indirectly, through the use of agents or other intermediaries, what is forbidden directly.

2.

APPLICABILITY The policy applies to all employees of the Company, in whatever capacity.

3.

IMPLEMENTATION 3.1. All managers are responsible for ensuring both that employees under their supervision are familiar with the policy and for promoting compliance with the policy.

3.2. All employees will be required annually to certify that they:  have personally read and understood the policy  have taken appropriate steps to bring the policy to the attention of each employee under their supervision who is authorised to make commitments on behalf of the Company or is in a position to influence decisions  have complied with the policy  know of no violations by employees under their supervision, except violations that have been reported  are not aware of any relationship between themselves, their family or any business enterprises owned by themselves or their family/relatives that have economic transactions with the Company, other than those reported.

3.3. Employees having questions on how to proceed or on interpretation of the policy should consult the Group Secretary.

4.

REPORTING VIOLATIONS 4.1. All employees of the Company are responsible for bringing violations of the policy to the attention of senior management through normal reporting channels, or by reporting violations directly to the Group Secretary. In addition, all managers are responsible for taking corrective action when problems involving the policy come to their attention.

4.2. Compliance with the policy is essential. dismissal where warranted.

Violations will result in disciplinary action, including

5.

COMPLIANCE WITH LEGISLATION 5.1. All employees have a responsibility to ensure that their activities on behalf of the Group and those of their colleagues comply with all applicable laws. Compliance responsibilities of all employees are further described in the Group Compliance Policy.

6.

CONFLICT OF INTEREST/RELATED PARTY TRANSACTIONS 6.1. Company employees should not engage in any activity which may be in conflict with the interests of the Company or which would prejudice their ability to carry out their duties and

Corporate Code of Conduct and Ethics Policy Issue date: September 2012

responsibilities objectively, nor should any employee permit himself/herself to be placed in a position which might give rise to the appearance that there is a conflict of interest.

6.2. Employees should not seek to profit from the disclosure or use of confidential information available to them as a result of their employment by the Company. A policy on Company Information is available on the RPM MIS/INF/G. 6.3. No executive or employee of the Company may participate, either through himself or through his/her family or business enterprises owned by him/her or his/her relatives, in economic transactions with the Company, without the prior written sanction of the CEO who shall have this authority delegated by the Rainbow Chicken Limited Audit Committee. For the purposes of this, a relation/relative will be any person related by blood or marriage in the sixth degree or less.

6.4. Method of calculation of degrees of relationship: A person can be a relative either by consanguinity (blood) or by affinity (marriage).

Consanguinity is based on descent from a common ancestor, and is further divided into: 6.4.1. Relationship in the direct line, subsisting between persons one of whom is descended from the other. Examples of such persons, who are called ascendants and descendants, are father and son, grandfather and grandson; 6.4.2. Relationship in the collateral line, subsisting between persons who share a common ancestor without the one being descended from the other.

Examples of collaterals, as they are called, are brother / sister, uncle / aunt and nephew / niece, cousins.

Relationship by affinity subsists between spouses and the blood relations of the other spouse.

Examples are the relationship between father-in-law and son-in-law, brother-in-law and sister-inlaw, step-parent and stepchild.

Illustrative diagram: John married Alice

Peter Susan (married Jane) (unmarried)

Harry (married Wendy)

Charles (child of a previous marriage)

David (unmarried)

Paul (married Joan)

Heather 6.4.3.

no common children

James (married Ann)

Frances (child of a previous marriage)

Margaret Louise Henry (married Tom)

Robert

Joey

Relationship by consanguinity  John-Peter-Paul-Robert are ascendants and descendants. John and Robert are related in the third degree.  Peter and Susan are collaterals related in the second degree (this is the closest collateral relationship: there is no first degree collateral).  Susan and her niece Margaret are collaterals related in the third degree.  James and his grand-nephew Robert are collaterals related in the fourth degree.  David and Henry, cousins, are collaterals related in the fourth degree.

Corporate Code of Conduct and Ethics Policy Issue date: September 2012

 

6.4.4.

6.5.

7.

Heather and Louise, second cousins, are collaterals related in the fifth degree.

Heather and Joey are collaterals related in the sixth degree.

Relationship by affinity  Alice and Jane, mother- and daughter-in-law, are ascendant and descendant in the first degree of relationship by affinity.  James and Wendy, brother- and sister-in-law, are collaterals related in the second degree of relationship by affinity.  Ann and Wendy are not related at all.  Harry and his stepdaughter, Frances, are ascendant and descendant in the first degree of relationship by affinity.  Charles and his stepsister, Frances, are not related at all.

All employees of the Company are required to declare, annually, in writing, their outside business interests/activities to the Group Secretary for approval by the RCLBAC. Such employees are to receive and retain an acknowledgement of receipt of such declaration. A confidential register of written approvals will be maintained by the Group Secretary. Such outside interest is only permissible where it does not:  interfere with Rainbow's prior claim on the individual's time and energy;  impact on the ability of the employee to fully do justice to his/her job responsibilities.

COMMERCIAL, EMPLOYEE AND GOVERNMENT RELATIONS 7.1. Relationships with customers, suppliers, competitors, employees and governmental bodies and officials are to be based on fair dealing, on fair competition in quality, price and service and on compliance with applicable laws and regulations. To this end, it is Group policy that the giving or receiving of gifts, loans, favours or any other benefit, which may be regarded as influencing business, labour or governmental decisions should be avoided.

7.2. A payment which cannot be made by the Company must not be made indirectly through an officer, employee, family member, agent, broker, trade association, consultant or other third party who is provided or reimbursed with funds for the purpose by the Company, or who receives funds from the Company under circumstances giving rise to concern that he may be diverting some part of them to such purpose.

7.3. Corporate Opportunities Employees are prohibited from taking opportunities that are discovered through the use of corporate property, information or position for themselves without the consent of the board of directors. No employee may use corporate property, information or position for personal gain and no employee or officer may compete with the Company directly or indirectly.

7.4. Gifts Offers of free hotel or other accommodation and travel, unless made for specific business reasons - and then with prior approval only of the CEO- should be declined.

Any offer of shares made to an employee, by way of a preferential allocation, as a consequence of the employee's position in the Company, should be immediately referred to the Group Secretary who shall decide whether the offer should be rejected on the grounds that any acceptance may place the employee in a potential conflict of interest situation.

Cash gifts, large or small, should not be accepted or made under any circumstances.

No gifts may be accepted from suppliers in the three months prior to a contract renewal.

Employees should not receive any monetary or other benefit whatsoever from any source outside the Group as a consequence of, or in connection with, business dealing between the

Corporate Code of Conduct and Ethics Policy Issue date: September 2012

Group and such outside source, with the exception of advertising novelties, invitations to meals, sporting, social or cultural events.

Christmas gifts from suppliers or customers are discouraged.

However, it is accepted that major suppliers or customers may give gifts which may be accepted if it has been declared in writing and authorised by relevant director. The list of gifts received must be retained on file within the department of the recipient.

Gifts given to selected customers by managers (for example retirement or Christmas gifts) should not exceed the value of R250 per customer, and shall be given only with the prior approval of the CEO.

7.5. Entertainment Entertainment at the Company's expense must be in the interests of the Company and must be approved by a more senior manager. The following are considered a breach of accepted business practise:  Mutual in-company entertainment for no valid purpose.  Excess customer entertaining which may be viewed as bordering on bribery.

7.6. Personal relationships No manager should have directly or in his area of responsibility a person reporting to him / her who is related or with whom they have a close relationship. The relevant Director needs to consider the possible conflict of interest caused by the relationship.  If the retention of both persons in their job functions is required, the business expenses and leave of both persons must be authorised by the manager of the most senior persons, who cannot be prejudiced by a decision.  If the Director considers it in the interests of the Company, then one of the two persons may be relocated to a position which eliminates the possible conflict of interest.

7.7. Sponsorships by suppliers or customers Sponsorships should not be solicited from suppliers or customers for internal events attended only by Rainbow staff. Sponsorships for events arranged by Rainbow, which includes third parties (i.e. suppliers and customers) may be permitted under the following circumstances:  The sponsorship must be approved in writing by the Chief Financial Officer;  The sponsorship cannot form a major part of the total cost of the event;  The sponsorship is not from any third party who does not have a business relationship with Rainbow.  Consideration has been given to any major procurement/sales decisions that have taken place or is reasonably expected to take place in the near future prior to approval;  The request for the sponsorship should be requested by the National Sales or Procurement Manager

8.

DONATIONS, SPONSORSHIPS AND CONTRIBUTIONS Donations, sponsorships and contributions to third parties are to be made in a co-ordinated manner through designated people whose responsibility it is to ensure that they are representative of Company policy:  The Company is committed to the process of democracy and to this end is politically neutral. As such, no donations or contributions may be made by the Company directly or indirectly to any political party, political committee or candidate for public office, including the purchase of tickets for banquets and other social events, unless authorised by the CEO.  Donations and contributions to charities and educational institutions form part of the Company's Social Investment Policy and are governed by MIS/DON/G.

Corporate Code of Conduct and Ethics Policy Issue date: September 2012

9.

10.

BOOKS, RECORDS AND CONTROLS 9.1. It is essential that integrity, accuracy and reliability of the Company's books, records and financial statements be maintained. No transaction may be entered into with the intent that it shall be documented or recorded in a deceptive manner, nor is any false or artificial documentation or book entry to be made for any transaction. Similarly, all funds, assets and transactions must be recorded in the appropriate records, and be properly accounted for.

9.2. Internal controls must be sufficient to provide reasonable assurance that:  transactions are executed in accordance with appropriate management authorisation,  all transactions are recorded in the appropriate books and records as and when they occur,  transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets,  recorded assets are compared to existing assets at appropriate intervals, and  access to assets is permitted only in accordance with proper management authorisation, 9.3. All managers are responsible for the implementation of appropriate internal controls.

DISCLOSURE OF COMPANY INFORMATION 10.1. The Company's interests require that it communicate in a forthright and accurate manner with its shareholders, employees and other interested public and private groups and institutions.

Information concerning the Company which is required by law or will increase appropriate awareness of the Company's operations and affairs shall be disclosed to the public, in a systematic and co-ordinated manner through designated employees. At the same time, unauthorised disclosures which may adversely affect the Company or use of significant information concerning the Company which has not been publicly disclosed must be avoided. In line with the above it is the policy of the Company that all Rainbow employees, Officers and Directors of the Company comply with the statutory prohibition against insider trading in terms of the Companies Act 1973.

10.2. The following guidelines have been detailed in implementing the foregoing policy:  Confidential information which is not generally available to the ordinary public may under no circumstances be disclosed to outsiders.  Employees may not discuss Company matters with outsiders - the principle of the need to know must constantly and under all circumstances be strictly applied.  Documents and computer disks containing confidential information must be adequately safeguarded.  Requests for information from Government or regulatory bodies are to be authorised by the GFD.  All formal communication with outsiders including press releases are to be authorised beforehand by the CEO in consultation with the Chairman.

10.3.

Insider trading There are two categories of insider trading: 10.3.1. Primary insider trading which arises when a Rainbow employee, Officer or Director is directly involved in trading in the Company shares, with knowledge of undisclosed or inside information affecting the company, and 10.3.2. Secondary insider trading which essentially arises when a Rainbow employee, Officer or Director tips undisclosed or inside information to another person who buys or sells the Company stock on the basis of such information.

Legislation prohibits both types of insider trading. The provisions of the Companies Act 1973 prohibiting insider trading consists essentially of the following elements:  Dealing in a security  On the basis of unpublished information relating to that security  Where that information was not generally available to the reasonable investor, and that information was price sensitive.

Corporate Code of Conduct and Ethics Policy Issue date: September 2012

It is not necessary that the transaction should occur on the Stock Exchange in order to constitute a violation. Transactions off the Stock Exchange, in any relevant format, ie buying and selling or seeding, would violate the prohibition.

A breach of the statutory prohibition has at least the following consequences:  It is a criminal offence, and  any person who contravenes the prohibition is liable to any other person for any loss or damage suffered by that other person as a result of the contravention.

Furthermore, and possibly rather importantly, the penalty provided for is significant and substantial, being a maximum fine of R500 000 or imprisonment for a period of 10 years or both the fine and the imprisonment.

In addition to the above, there would also be common law remedies in favour of the victim in certain circumstances. Where a Rainbow Director or beneficiary has dealt in the shares by virtue of information obtained in the fiduciary capacity, he will be accountable to the Company for any profits derived from such dealing.

In terms of the regulatory controls:  The Group Secretary is appointed as a Compliance Officer.  This requirement relates to all dealing at all times in the Company shares. All board members, Directors and Executives affected are to inform the Compliance Officer prior to transacting any deal, at any time, in order to obtain confirmation for purposes of the procedure, and are to report actual dealings consummated to the Compliance Officer on an ex post facto basis. Schedules to record such transactions will be maintained by the Compliance Officer.  The institution of the above internal procedure, in compliance therewith, will under no circumstances constitute an exemption or absolution from the legislation.

In cases of doubt or any question involving trading restrictions in the Company shares, guidance may be obtained from the Group Secretary.

11.

USE OF THE COMPANY'S ASSETS 11.1. The use of any funds or assets of the Company for any unlawful or improper purpose is strictly prohibited.

11.2. The Company's assets are not maintained for use by employees for non-business related purposes. An employee's occasional personal use of items such as stationery, supplies, copying facilities or telephones, where the cost to the Company is insignificant, is permissible.

Employees are advised to keep their manager informed of such use.

11.3. Employees have the obligation to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing, policies and procedures, service plans, engineering and manufacturing ideas, designs, databases, records, salary information, and any unpublished financial data and reports. Unauthorised use or distribution of this information is a violation of Company policy. It could also be illegal and result in civil or criminal penalties.

12.

EMPLOYMENT EQUITY Rainbow is committed to the creation of equal opportunities for all and will not tolerate any illegal discrimination based on race, colour, religion, gender, nationality or any other class. Refer to the RPM HRM/EEP/G-Employment Equity Policy.

13.

OCCUPATIONAL HEALTH AND SAFETY Rainbow is committed to safeguarding employees and the general public from potential occupational illness, injury or disease by the application of its Occupational Health and Safety Programme. Refer to the RPM MIS/OHS/G- Occupational Health and Safety.

Corporate Code of Conduct and Ethics Policy Issue date: September 2012

14.

ENVIRONMENTAL Rainbow believes that viability of the business depends on a people-centred development strategy that takes full cognisance of the need for the conservation of the environment. The Rainbow Policy policy on the environment is additional to the national, constitutional and legal prescriptions. The policy aims to harmonise the approach to and focus on matters environmental. This policy places an obligation of environmental conservation on all employees. The full policy is available on the RPM MIS/ENV/G – Environmental Policy.

15.

FORMS APPLICABLE TO THIS DOCUMENT Name Intro Code of Conduct and Ethics Policy G Declaration Form *****

Application Microsoft Word

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