COMPANY MANUAL ON POLICIES & PRACTICES
CODE OF CONDUCT & ANTI-CORRUPTION

MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER

NagaCorp Ltd. (“the Company”) is committed to maintaining high ethical standards in all of our operations and business activities. Each employee must obey and comply with all the Policies and Practices adopted by the Company, esp. all relevant local laws ( including the anti-money laundering and Anti-Corruption anti-bribery Laws existing in Royal Kingdom of Cambodia. All employees must also subscribe ,adhere and comply as far as practically possible to the spirits and provisions of all existing relevant foreign Laws . Such laws include the Foreign Corrupt Practices Act of 1977, as amended by the Omnibus Trade and Competitiveness Act of 1988. I quote some fundamental sections :

“ This law has a purpose to promote effectiveness of all forms of service and strengthen good governance and rule of law in leadership and state governance as well as to maintain integrity and justice which is fundamental for social development and poverty reduction. and this law has an objective to combat corruption through taking measures of education, prevention, and law enforcement to suppress offences of corruption with public participation and support and international cooperation.

Anti-Corruption Laws
PREAH BAT SAMDECH NORODOM SIHAMONY,
KING OF THE KINGDOM OF CAMBODIA “

“ Corporate bribery is bad business. In our free market system it is basic that the sale of products should take place on the basis of price, quality, and service. Corporate bribery is fundamentally destructive of this basic tenet. Corporate bribery of foreign officials takes place primarily to assist corporations in gaining business. Thus foreign corporate bribery affects the very stability of overseas business. Foreign corporate bribes also affect our domestic competitive climate when domestic firms engage in such practices as a substitute for healthy competition for foreign business.

— United States Senate, 1977 “

Each of us – employees, officers and members of the Board of Directors alike – must commit to understanding this Code of Conduct and Anti-Corruption Manual and abiding by its principles. Our conduct affects the integrity and credibility of the Company as a whole. This includes our conduct with fellow employees, customers, suppliers, and all other stakeholders with whom we interact in the conduct of our business.

In most situations, your personal values and honesty will guide you in making the right decision. However, there may be times when the right course of action is not immediately apparent, or there may be problems that arise due to conflicting loyalties to other employees, managers, customers, suppliers, our families, or our communities. The Code of Conduct & Anti-Corruption Manual has been developed to guide you in making decisions that are consistent with the Company’s values and reputation.

More specifically, the Company’s Code of Conduct & Anti-Corruption Manual is intended to set standards and expectations of conduct by all employees with regards to integrity, ethics, confidentiality and conflicts of interest. The Company’s Code of Conduct & Anti-Corruption Manual defines our values and acts as a framework in guiding our operations and business practices.

Your trust and commitment is essential to our success. I encourage you to proudly maintain the Company’s reputation for integrity, honesty and transparency.

This material contains information that is proprietary to NagaCorp Ltd. and shall not be circulated beyond Naga without permission.