Code of Business Conduct
and Ethics Code

Since its establishment in Nigeria, Taro Global Resources Limited practice shave been governed by integrity, honesty,fair dealing and full compliance with all applicable laws. Taro Global Resources Limited employees have upheld and lived this commitment in their everyday responsibilities ever since, and Taro’s reputation remains one of the Company’s most important assets today

Taro Global Resources Limited code of business principles prescribe certain values and principles which Taro has committed to. This Code of Business Conduct specifies and helps the continued implementation of the Corporate Business Principles by establishing certain non-negotiable minimum standards of behavior in key areas.

The nature of this Code is not meant to cover all possible situations that my occur. It is designed to provide a frame of reference against which to measure any activities. Employees should seek guidance when they are in doubt about the proper course of action in each situation, as it is the ultimate responsibility of each employee to “do the right thing”, a responsibility that cannot be delegated.

Employees should always beguided by the following basic principles:

• Avoid any conduct that could damage or risk Taro Global or its reputationr;
• Act legally and honestly;
• Put the Company’s interests ahead of personal or other interests. For the purposes of this Code, references to “employees” include employees, associates, officers and directors of Taro Global and its subsidiaries.

Section 1: Compliance with laws, rules and regulations

We respect the law at all times. Taro Global and its employees are bound by the law. Compliance with all applicable laws and regulations must never be compromised. Additionally, employees shall adhere to internal rules and regulations as they apply in a given situation. Those internal rules are specific to the Company and may go beyond what is required by the law.

Section 2: Conflicts of Interest

We will always act in the best interests of Taro Global. A Conflict of Interest occurs when personal interests of an employee or the interests of a third party compete with the interests of Taro Global. In such a situation, it can be difficult for the employee to act fully in the best interests of Taro Global.

Employees shall avoid Conflicts of Interest whenever possible. If a Conflict of Interest situation has occur redorifan employee faces a situation that may involve or lead to a Conflict of Interest, the employee shall disclose it to his or her Line Supervisor, Manager and/or the HR or the Legal or Compliance Function to resolve the situation in a fair and transparent manner.

Section 3: Outside directorships and other outside activities

We take pride in Taro Global’s reputation and consider Taro Global’s best interests also in our outside engagements and activities. Outside of Taro Global, no activities shall be pursued if such activities will interfere with the employee’s responsibilities for Taro Global, or if they create risks for Taro Global’s reputation or if they in any other way conflict with the interests of Taro Global. When in doubt about the admissibility of an activity, employees shall consult with the HR or the Legal or Compliance Function.

The following positions and activities are deemed acceptable only incase of prior authorization from a member of the Management or Board:

• Boardmember
• Officer
• Employee
• Partner
• Consultant

Authorization will be with held if the position or activity is likely to conflict with Taro Global’s interests or the employee’s responsibilities. Board memberships on publicly listed companies need prior approval by the CEO and – in the case of members of the Executive Directors–by the Head of Department, Head of Branches or the Chairman of the Board. Unless requested by the Company to take up a particular position or activity, employees shall pursue outside activities and positions at their own risk and co stand within their spare time only.

Section 4: Families and Relatives

Our hiring and people development decisions will be fair and objective immediate family members and partners of employees may be hired as employees or consultants only if the appointments based on qualifications, performance, skills and experience and provided that there is no direct or indirect reporting relationship between the employee and his or her relative or partner.

These principles of fair employment will apply to all aspects of the employment, including compensation, promotions and transfers, as well As in case that the relationship develops after the respective employee has joined the Company. Provided that they are equally suited as other candidates, priority maybe given to children of Taro Global employees with respect to internships, training periods, employment during holidays and similar short-term assignments.

Section 5: Corporate opportunities

We are committed to advance Taro Global’s Resources Limited business. Employees shall not compete with the Company. Norshall they take personal advantage of business opportunities that they discover during the course of their employment, unless the Company expressly waives its interest in pursuing such opportunity. If employees want to pursue business opportunities that might be of interest to the Company, they shall in form their Line Manager who will seek a management decision as to whether or not the Company wants to pursue the opportunity. Even if the Company decides against pursuing the opportunity, the employee may seize the opportunity on his or her own be half only if it is clear that doing so will not result indirect or indirect competition with the Company’s operation.

Section 6: Insider trading

We respect and follow the Insider Trading Rules when buying or selling Taro Global securities. Taro Global prohibits the purchase and sale of Taro Global shares or securities on the basis of potentially share price relevant information which is not yet public. Non-compliance may not only entail disciplinary sanctions, but also result in criminal charges. When in doubt regarding the interpretation or applicability of Taro Global’s insider trading rules, employees shall consult with the Legal or Compliance Function.

Section 7: Antitrust and fair dealing

We believe in the importance of free competition Taro Global is prepared to compete successfully in today’s business environment and will always do so, in full compliance with all applicable antitrust, competition and fair dealing laws. Therefore, employees must always adhere to the Following rules:

• Commercial policy and prices will be set in dependently and will never be agreed, formally or informally, with competitors or other non-related parties, whether directly or indirectly;
• Customers, territories or product markets will never be allocated between Taro Global and its competitors but will always be the result of fair competition;
• Customers and suppliers will be dealt with fairly.

All employees, but especially those who are involved in marketing, or who are in regular contact with competitors, have a responsibility to ensure that they are familiar with applicable competition laws. When in doubt, the Legal Function should be contacted in order to provide competition law advice and training.

Section 8: Confidential information

We value and protect our confidential information and we respect the confidential information of others. Confidential information consists of any information that is not or not yet public information. It includes trade secrets, business, marketing and service plans, consumer insights, engineering, product recipes, designs, databases, records, salary information and any non-published financial or other data. Taro Global’s continued success depends on the use of its confidential information and its nondisclosure to third parties. Unless required by law or authorized by their management, employees shall not disclose confidential information or allow such disclosure. This obligation continues beyond the termination of employment. Furthermore, employees must use best efforts to avoid unintentional disclosure by applying special care when storing or transmitting confidential information.

Taro Global respects that third parties have a similar interest in protecting their confidential information. Incase that third parties, such as joint venture partners, suppliers or customers, share with Taro Global confidential information, such information shall be treated with the same care as I fit was Taro Global’s confidential information. In that same spirit, employees shall protect confidential information that they have obtained in the course of their prior employment.

Section 9: Fraud, protection of company assets, accounting

We insist on honesty and we respect the Company’s assets and property. Employees must never engage in fraudulent or any other dishonest conduct involving the property or assets or the financial reporting and Accounting of Taro Global or any third party. This may not only entail disciplinary sanctions but also result in criminal charges. Taro Global’s financial records are the basis for managing the Company’s business and fulfilling its obligations to various stakeholders. Therefore, any financial record must be accurate and in line with Taro Global’s accounting standards.

Employees shall safe guard and make only proper and efficient use of Taro Global’s property. All employees shall seek to protect Taro Global’s property from loss, damage, misuse, theft, fraud, embezzlement and destruction. These obligations cover both tangible and intangible assets, including trademarks, know-how, confidential or proprietary information and information systems. To the extent permitted under applicable law, the Company reserves the right to monitor and inspect how its assets are used by employees, including inspection of all e-mail, data and files kept on Company network terminals.

Section 10: Bribery and corruption

We condemn any form of bribery and corruption. Employees must never, directly or through intermediaries,offer or promise any person a lor Improper financial or other advantage in order to obtain or retain a business Or other advantage from a third party, whether public or private. Nor must they accept any such advantage in return for any prefer entail treatment of a third party. Moreover, employees must refrain from any activity or behavior that could give rise to the appearance or suspicion of such conduct or the attempt there of.

Employees should be aware that the offering or giving of improper benefits in order to influence the decision of the recipient, even if he or she is not a Government official, may not only entail disciplinary sanctions but also result charges. Improper benefits may consist of anything of value for the recipient, including employment or consultancy contracts for closely related parties.

Employees must be aware that election laws in many jurisdictions generally prohibit political contributions by corporations to political parties or candidates. Taro Global has adopted a policy not to make such contributions except for the parent company in its country of origin. Any such contributions and any deviations from such policy must be approved by the CEO and the Chairman of the Board.

Section 11: Gifts, meals, entertainment

We compete and do business based only on quality and competence. Employees shall not be influenced by receiving favors nor shall they try to improperly influence others by providing favors. Employees may only offer or accept reasonable meals and symbolic gifts which are appropriate under the circumstances, and they shall not accept or offer gifts, meals, or entertainment if such behavior could create the impression of improperly influencing the respective business relationship. When assessing the situation in light of the above, employees shall consult the policy applicable in their Market. If no such policy is available, they shall apply the most restrictive local practice in order to avoid even the appearance of improper dealings. When in doubt, the employee shall seek guidance from his or her Line Manager or the Legal or Compliance Function.

No employee shall offer to or accept from any third-party gifts taking the form of any of the following, whatever the value involved:

• Money
• Loans
• Kickbacks
• Similar monetary advantages.

Section 12: Discrimination and harassment

We embrace diversity and respect the personal dignity of our fellow employees. Taro Global respects the personal dignity, privacy and personal rights of every employee and is committed to maintaining a work place free from discrimination and harassment. Therefore,employees must not discriminate based on origin, nationality, religion, race, gender, age or sexual orientation or engage in any kind of verbal or physical harassment based on any of the above or any other reason.

Employees who feel that their workplace does not comply with the above principles are encouraged to raise their concerns with the HR Department.

Section 13: Failure to comply

We will consult the Code, comply with its provisions and seek guidance where needed. It is each employee’s responsibility to ensure full compliance with all provisions of this Code and to seek guidance where necessary from their Line Manager, or from the HR or the Legal or Compliance Function. To “do the right thing” and to ensure the highest standards of integrity is each employee’s personal responsibility that cannot be delegated.

When in doubt, employees should always be guided by the basic principles stated in the introduction to this Code. Any failure to comply with this Code may result in disciplinary action, including the possibility of dismissal and, if warranted, legal proceedings or criminal sanctions.

Section 14: Reporting illegal or non-compliant Conduct

We take responsibility for ensuring that we all act with integrity in all situations. Employees shall report any practices or actions believed to be in appropriate under this Code or even illegal to their Line Managers or the appropriate members of the HR or the Legal or Compliance function. If it is appropriate, in view of the nature of there ported matter, reports of Violations maybe made directly to higher levels including the Group’s Chief Executive Officer and/or Chief Compliance Officer. Where appropriate, complaints may be made on a confidential basis or through employee Hot lines.

All complaints shall be properly investigated. Taro Global prohibits retaliation against any employee for such reports made in good faith, while it also protects the rights of the incriminated person.

Section 15: General

The Board will set a clear tone at the top formulate and review the Code of Business Conduct and Ethics and responsible for monitoring adherence to ensure that breaches are effectively sanctioned. The Board will ensure that:

• Directors and senior management of the Company should act honestly, in good faith and in the best interests of the Company in accordance with legal requirements and agreed ethical standards;
• Directors owe a fiduciary duty to the Company, and have a duty of care, skill, diligence and loyalty in fulfilling the functions of their offices and exercising the powers attached to those offices;
• Directors should under take diligent analysis of all proposals placed before the Board and act with the level of skill expected from Directors;
• Directors should not make improper or prejudicial use of information acquired as Directors and not disclose non-public information except where disclosure is authorized or legally mandated;
• Directors should not take advantage of their position as Directors for personal gain or compete with the Company;
• Directors should not engage in conduct likely to discredit the Company, and should encourage fair dealing by all employees with the Company’s customers, suppliers, competitors and other employees;
• Directors should encourage the reporting of unlawful or unethical behaviors and actively promote ethical behaviors and the protection for those who report violations in good faith; and
• Directors, management and other employees shall have an obligation, always, to comply with the principles of the Code of Business Conduct and Ethics.

Disclosure of User Information.

• commit the Company, its Board, management and other employees, contractors, suppliers (under contractual terms) and other company-controlled entities to the highest standards of professional and ethical behavior, business conduct and sustainable business practices;
• is designed with due consideration of the interests of management and employees;
• receive its implementation commitment from the MD/CEO and executive management;
• is sufficiently detailed as to give clear guidance to users; and
• is formally communicated to all persons to whom it applies.