THE OPTIMAX GROUP POLICIES /

No Gift Policy

1.0 “NO GIFT” POLICY

Optimax Group has adopted a “No Gift” Policy whereby, subject only to certain narrow exceptions, Optimax Group employees and directors (executive and non-executive), family members or agents acting for or on behalf of Optimax Group employees, directors or their family members are prohibited from, directly or indirectly, receiving or providing gifts.

Optimax Group requires employees and directors to abide by this policy to avoid conflict of interest or the appearance of conflict of interest for either party in on-going or potential business dealings between Optimax Group and external parties as a gift can be seen as a bribe that may tarnish Optimax Group’sreputation or be in violation of anti-bribery and corruption laws.

As set out in the Optimax Group’s Code of Ethics & Conduct, a conflict of interest arises in a situation in which an individual is in a position to take advantage of his or her role in Optimax Group for his or her personal benefit, including the benefit of his / her family / household and friends. This would undermine the duties of good faith, fidelity, diligence and integrity as expected by Optimax Group from its employees and directors in the performance of their duties and obligations.

It is the responsibility of employees and directors to inform external parties involved in any business dealings with Optimax Group that the Company practices a “No Gift Policy” and to request the external party’s understanding for and adherence with this policy.

2.0 RECEIVING GIFTS

The Company is very much aware that the exchange of gifts can be a very delicate matter where, in certain cultures or situations, gift giving is a central part of business etiquette. Despite acknowledging Optimax Group’s “No Gift Policy”, some external parties may still insist in providing gifts to Optimax Groupemployees, directors and / or their family members in certain situations which do not fall within the general exceptions.

Although the general principle is to immediately refuse or return such gifts, accepting a gift on behalf of Optimax Group is allowed only in very limited circumstances, whereby refusing the gift is likely to seriously offend and may sever Optimax Group’s business relationship with the Third Party. However, in no circumstances may an employee, director or his/her family/household members accept gifts in the form of cash or cash equivalent.

In these limited circumstances, employees are expected to immediately record the gift in the Gift Register or any other form as provided by Human Resource Department for submission to Head of Department / Legal Department who will then decide whether to approve the acceptance of the gift or require it to be returned. Directors should inform the Company Secretary, as soon as reasonably practicable, to seek his/her advice when faced with a similar situation.

Even if it may appear disrespectful to refuse a gift from an external party, nevertheless, if there is a conflict of interest situation (e.g. bidding is in progress and the company that gave the gift is one of the bidders) then clearly the Head of Department cannot approve the acceptance of said gift (in the case of directors, the Company Secretary would advise the same). In this situation, the gift must be politely returned with a note of explanation about the Company’s “No Gift” Policy.

In the event the Head of Department / Legal Department approves the acceptance of the gift, he / she must also determine the treatment of the gift whether to:

In determining the above, Heads of Department / Legal Department are expected to exercise proper care and judgment in each case, taking into account pertinent circumstances including the character of the gift, its purpose, the position/ seniority of the person(s) providing the gift, the business context, reciprocity, applicable laws and cultural norms.

3.0 PROVIDING GIFTS

Generally employees are not allowed to provide gifts to third parties with the exception of the CEO and any other officers identified in the gift and entertainment policy of the respective jurisdictions.

4.0 EXCEPTIONS TO THE “NO GIFTS” POLICY

Although generally Optimax Group’ practices a “No Gift” Policy, there are certain exceptions to the general rule whereby the receiving and provision of gifts are permitted in the following situations:

a) Exchange of gifts at the company-to-company level (e.g. gifts exchanged between companies as part of an official company visit / courtesy call and thereafter said gift is treated as company property);

b) Gifts from company to external institutions or individuals in relation to the company’s official functions, events and celebrations (e.g. commemorative gifts or door gifts offered to all guests attending the event);

c) Gifts from Optimax Group to employees and directors and / or their family members in relation to an internal or externally recognised Company function, event and celebration (e.g. in recognition of an employee’s/director’s service to the Company);

d) Token gifts of nominal value normally bearing the Optimax Group or company’s logo or (e.g. t-shirts, pens, diaries, calendars and other small promotional items) that are given out equally to members of the public, delegates, customers, partners and key stakeholders attending events such as conferences, exhibitions, training, trade shows etc. and deemed as part of the company’s brand building or promotional activities; and e)

e) Gifts to external parties who have no business dealings with Optimax Group (e.g. monetary gifts or gifts in-kind to charitable organisations).

Even in the above exceptional circumstances, employees and directors are expected to exercise proper judgment in handling gift activities and behave in a manner as per below:

5.0 PROVIDING ENTERTAINMENT

Optimax Group recognizes that providing modest entertainment is a legitimate way of building business relationships and as such a common practice within the business environment to foster good business relationship with external clients. As such, eligible employees are allowed to entertain external clients through a reasonable act of hospitality as part of business networking as well as a measure of goodwill towards the recipients.

In some countries, the act of hospitality through entertainment is a central part of business etiquette. However, this may not necessarily be the case in every country or in all circumstances as it may create a negative perception if observed or known by others despite selfless motives behind the entertainment provided.

Employees and directors should always bear in mind that this is an area where perception is often regarded as more important than facts and therefore you should always exercise proper care and judgment when providing entertainment to third parties especially when it involves public officials to ensure compliance with local anti-bribery and corruption laws.

Employees and directors are strictly prohibited from providing or offering to provide entertainment with a view to improperly cause undue influence on any party in exchange for some future benefit or result. Any acts of this nature, whether provided directly or indirectly through an intermediary, may be construed as an act of bribery and contrary to the general values and principles of the Code of Ethics & Conduct.

You are required to comply with the policies and procedures of your Human Resource Department, and maintain expenses within the limits of your entitlement, when carrying out entertainment activities.

Any entertainment activities that would involve public officials shall require the prior approval of the Head of Department or the Head of Department in consultation with the Legal Department. Directors (executive and non-executive) are also expected to abide by the same rules.

6.0 RECEIVNG ENTERTAINMENT

Optimax Group recognizes that the occasional acceptance of a reasonable and modest level of entertainment provided by third parties in the normal course of business is a legitimate way to network and build good business relationships.

However, it is important for employees and directors to exercise proper care and judgment before accepting entertainment offered or provided by a third party. This is not only to safeguard the Company’s reputation, but also to protect employees and directors from allegations of impropriety or undue influence.

You are required to comply with the policies and procedures of your Human Resource Department in relation to receiving entertainment from third parties.

In no event, however, may you or any of your family / household members accept entertainment in exchange for an exercise of non-exercise of your Optimax Group authority or otherwise to the detriment of Optimax Group.

7.0 CORPORATE HOSPITALITY

Corporate hospitality is generally defined as “corporate events or activities organised by an organisation which involves the entertainment of employees and third parties for the benefit of that organisation”. Third parties may include customers, potential customers, contractors, external companies and any other stakeholders with whom a business relationship, whether current, prospective or historic exists.

Corporate events and activities include but are not limited to sporting events, gala dinners, concerts or activity based events such as golf tournaments.

Corporate hospitality is recognised as a legitimate way to network and build goodwill in business relationships. However, there is a fine line between what is considered to be legitimate vs. illegitimate forms of corporate hospitality. The question is whether there is any intention to influence or be perceived to influence the improper outcome of a business decision by providing the corporate hospitality.

Corporate hospitality would be illegitimate in the following situations:

It is compulsory that corporate hospitality arrangements / activities conform to the following basic principles:

8.0 PROVIDING CORPORATE HOSPITALITY

Optimax Group recognizes that providing corporate hospitality to its stakeholders be it through corporate events, sporting events or other public events, is a legitimate way to network and build goodwill in business relationships.

It is customary for Optimax Group to issue complimentary invitations in the form of passes, tickets or invitations to third parties for events organized or sponsored by Optimax Group as well as events organisedor sponsored by external organisations.

While providing corporate hospitality is a reflection of Optimax Group’s courtesy and goodwill, the respective Heads of Department must exercise proper care to protect the Company’s reputation against any allegations of impropriety or the perception of bribery especially when the arrangements could influence or be perceived to influence the outcome of a business decision and are not reasonable and bona fide expenditures.

There should also be explicit, clear and internally transparent criteria to determine the selection of guests to be invited to an Optimax Group corporate hospitality event. Reasonable due diligence should be exercised, particularly when the arrangements involve public officials.

There are various local and international anti-bribery and corruption laws that impose strict restrictions on the value and level of entertainment and corporate hospitality to be accorded to third parties, particularly when it is offered to government or public officials.

Optimax Group is committed to comply with applicable laws governing the provision of corporate hospitality to third parties, especially when it involves public officials, and therefore expect employees to undertake the following:

a) To publicise and make clear the Company’s policy on providing and receiving corporate hospitality;

b) To obtain all necessary approvals for the issuance of complimentary tickets or passes to corporate hospitality events in accordance with the Optimax Group’s Limits of Authority;

c) To expressly notify the recipients in writing that all complimentary tickets or passes are NON-TRANSFERABLE (e.g. the terms and conditions for use to be printed on the tickets, passes or invitations). In the event that the recipients are unable to attend, he/she is expected to return the tickets or passes to Optimax Group.

The unauthorised transfer of tickets or passes to persons other than the named recipient may signify to others that the invitation was extended to the recipient in his/her personal capacity.

All expenses incurred to provide the corporate hospitality must be properly documented, receipted and recorded in the Company’s records.

9.0 RECEIVING CORPORATE HOSPITALITY

As a general principle, Optimax Group’ strictly prohibits employees and directors from soliciting corporate hospitality nor are they allowed to accept hospitality that is excessive, inappropriate, illegal or given in response to, in anticipation of, or to influence a favorable business decision, particularly from parties engaged in a tender or competitive bidding exercise (for e.g. contractors, vendors, suppliers etc.).

Notwithstanding the above, Optimax Group recognises that the occasional acceptance of an appropriate level of hospitality given in the normal course of business is usually a legitimate contribution to building good business relationships. However, it is important for employees and directors to exercise proper care and judgment before accepting the hospitality. This is not only to safeguard the Company’s reputation, but also to protect employees and directors from allegations of impropriety or undue influence.

If you have any doubts on the appropriateness of a corporate hospitality offered by an external party for e.g. a contractor or supplier, you should either decline the offer or consult your Head of Department. In the case of directors (executive and non-executive), you should seek the advice of your respective Company Secretary.

Optimax Group reserves the right to amend this policy from time to time.