CODE OF CONDUCT

PURPOSE OF THIS CODE

The Code of Conduct (“Code”) provides the foundation for the Company to establish a corporate culture of high integrity, both real and perceived, and sets out our expectations for legal and ethical behavior for all employees. The Code not only outlines the legal responsibilities and ethical tone for the expected behavior of all employees, but also provides guidance for daily interactions with fellow employees, customers, vendors, government officials and business partners. A Code cannot address every possible situation and it is the Company’s expectation that every employee will use good judgment in carrying out the spirit of the Code and, if uncertain, seek guidance from their managers or the Compliance Officer of Human Resources before taking any action that may be inconsistent with the standards set forth in the Code.

Management has the added responsibility for demonstrating the importance of this Code through their individual actions. In any business, ethical behavior does not simply happen; it is the result of direct communications and a clear understanding of behavioral expectations. Management must set an example concerning individual responsibility and integrity because, ultimately our actions are more important than mere words.

1. Personal Conduct

   Compliance with Laws, Rules and Regulations. Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All Directors, Officers and employees must respect and obey the laws of the jurisdictions where we operate. Although employees may not be expected to know the details of the law, it is imperative that each employee possess sufficient knowledge of the law in their area of responsibility and when in doubt seek advice from their direct manager or other specifically designated personnel.

2. Company Books and Records

   The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. Accurate reporting of business expenses and hours worked are examples of the type of behavior required.

   All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must accurately reflect the Company’s transactions and must conform to applicable legal requirements and to the Company’s system of internal controls. Unrecorded, or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation. These records must be adequately safeguarded from improper or accidental destruction.

   Business records and internal communications of a company may become public, and all employees should take precautions to avoid exaggeration, derogatory remarks, personal opinions, or inappropriate characterizations of people and companies that could be misunderstood, create disharmony or legal liability for the Company. Records, including emails, internal memos and formal reports, should always be retained or destroyed according to the Company’s record retention policies.

   Under no circumstances are Company records to be maintained outside Company premises or designated storage facilities unless prior approval or authorization has been obtained from the relevant managers. In the event of litigation, or government investigation, pertaining to Company business records, please immediately consult the legal department and Compliance Officer.

3. Compliance Program

   The Company operates in an industry that requires the highest standards of ethical behavior. Further, many regulatory agencies require the Company to demonstrate that its employees do not associate with individuals with a criminal history or serious reputation issues. The Company has established a Compliance Program to analyze and review relevant procedures and business decisions to help detect and prevent undesirable relationships. Each employee must take precautions to avoid any potential adverse association with persons or entities that have a criminal background or are known to have a questionable reputation in personal and/or business dealings. If any employee believes that such a relationship might exist, or has related questions, they are required to seek assistance from the Compliance Officer.

4. Conflict of Interest

   Company employees are expected to dedicate their best efforts to advancing the Company’s interests and to make decisions that impact the Company’s operations based solely upon the “best interests” of the Company

   A conflict of interest occurs when your private interest interferes with, or even appears to interfere, with the interests of the Company. For instance, a conflict of interest situation arises when you are involved in a Company decision or action and you have a personal interest that makes it difficult for you to perform your responsibilities in a manner that is objective, efficient and effective. Each individual is obligated to perform their duties in an honest and ethical manner. This requires the proper disclosure of situations that are either actual conflicts of interest or potential conflicts of interest.

   1. Improper Personal Benefits. Conflict of interest arises when an employee or a member of his or her family, receives improper benefits as a result of his or her position in the Company. Improper benefits may include gifts, commissions, gratuities or other items of value. During working hours, each employee is expected to fulfill his or her assigned responsibilities and extend their best effort for the benefit of the Company. Employees should not have extended idle time to conduct personal activities while on duty. Each employee is expected to protect sensitive or proprietary information of the Company, in the Company’s best interests. This responsibility extends to protecting information received from vendors, customers, patrons, fellow employees or other business partners, and to not utilize such information for personal benefit or other misuse. Employees may not benefit from investing in opportunities based upon confidential information gained as a direct result of their employment with the Company.

   2. Financial Interest in Other Businesses. Employees may not own a significant interest in any company or entity that competes with the Company. Additionally, an employee should not own a significant interest in a Company that does business with the Company unless there is disclosure and Company approval. Any joint venture, partnership or other arrangement in which an employee conducts business with the Company must be approved by the CEO of the Company.

   3. Secondary Employment. Employees must obtain prior written authorization from the human resources department or other specifically designated manager. In the event the secondary employment arrangement provides personal benefits to the employee from any guest, patron, supplier, tenant, business entity or individual in connection with the business of the Company, disclosure of these benefits must be included in the secondary employment request. This does not include tips or gratuities that are customary business practices. No secondary employment should negatively impact the work performance of the employee in carrying out his responsibilities to the Company.

      The Company encourages involvement in charitable and governmental activities and believes this is consistent with the goals of the Company and its ethical responsibilities to be a good corporate citizen. However, any director or senior level position in any charitable organization or selection for political office must receive the prior approval of the President’s Committee.

   4. Family Members. While not prohibited, extra sensitivity and arm’s length dealing is required for any situation in which a family member is a patron, competitor, vendor, supplier, tenant, or visitor of the Company, or is employed by another company involved in conducting business with the Company.

      Employees must exercise good judgment in evaluating the situation and consider the relationship between the Company and the other company employing the family member; specifically, the nature of the employee’s responsibilities and those of their family member, and the sharing of sensitive or confidential information. The employee must be conscious that these situations, however harmless, can raise suspicions or distrust amongst colleagues that might affect working relationships. The perception of impropriety may be just as relevant as any actual impropriety and the employee must take actions to avoid such perceptions and properly disclose the relationship to the human resources department or other specifically designated personnel.

5. Bribery, Kickbacks and Rebates

   Bribery in any form, commercial or political, is forbidden in all Company business dealings. No Company funds may be used, either directly or indirectly, for any bribe, kickback or other unlawful payment anywhere or under any circumstance.

   The purchase or sale of goods and services on behalf of the Company must not lead to employees or their families receiving personal kickbacks or rebates. Kickbacks and rebates can take many forms and are not limited to direct cash payments or credits in connection with a particular transaction. In general, if you or your family stands to gain personally through the transaction, it is prohibited. Such practices are not only unethical, but in many cases are also illegal.

   Employees must be aware that in certain jurisdictions even the courtesy of offering to pay for a meal or refreshment may constitute an improper act.

6. Gifts, Entertainment and Political Contributions

   Under no circumstances shall any employee solicit any gift, reward, cash, tips, or other advantage from any person or entity with which the Company has a business relationship.

   However, under certain circumstances, gifts from an outside organization are an appropriate and acceptable part of business. Any gift received that is substantial enough to influence an employee’s performance or decision is prohibited. Employees must exercise good judgment as a gift of any size may give the appearance of impropriety.

   This policy is not intended to prohibit the acceptance of an appropriate tip or gratuity that is customary for the employee’s regular job duties and the services rendered.

   When dealing with governmental entities, extra caution must be applied in assuring that all laws and standards are being met. The Company supports involvement in the political process but certain political contributions made by the Company may be subject to reporting requirements or other restrictions, and therefore the relevant legal and accounting personnel must be aware of all pertinent disclosure requirements.

7. Employee Betting

   To prevent even a perception of impropriety, no employee shall be involved in gaming activities operated by the Company.

8. Safeguard of Assets and Use of Confidential and Proprietary Information

   Each employee has the duty to protect the Company’s assets, ensure their efficient and effective use, and prevent and detect theft or misuse. Company assets include funds, property, equipment and computers, as well as intellectual property and brand image. Any theft or misuse detected must be reported to the human resources department or other specifically designated personnel.

   An employee’s responsibility to protect Company assets also applies to confidential and proprietary information, which includes business practices and trade secrets for both the Company and its vendors, contractors, and other business partners. The value of this information has been increasingly recognized over the last few years and it is now a significant contributor to a successful business operation. Thus, preventing and guarding against its improper use or dissemination must be a priority for all employees.

9. Responsibility for Reporting Violations of Code of Conduct

   If an employee knows of, or suspects a violation of applicable laws, rules or regulations, of this Code, or the Company’s related policies, the employee must report that information to their manager or the President’s Committee. No employee will be subject to retaliation as a result of a good faith effort to report suspicious conduct or, suspicions of misconduct.

   1. Accounting Violations

      Employees are expected to report any complaints or concerns regarding accounting, internal accounting controls and auditing matters promptly to the Compliance Officer. No employee will be subject to retaliation as a result of a good faith effort to report suspicious conduct or, suspicions of misconduct.

   2. Investigations of Suspected Violations

      All reported violations will be promptly investigated and treated confidentially to the extent reasonably possible. It is imperative that reporting persons not conduct their own investigations as this may compromise the integrity of any Company review and subject the Company to unwanted legal risks.

   3. Discipline for Violations

      The Company intends to use every reasonable effort to prevent the occurrence of non-compliant behavior. Subject to applicable law and agreements, Company personnel who violate the Code and other Company policies and procedures may be subject to disciplinary action, up to and including termination.

   4. Management Responsibilities

      Employees that hold managerial positions or supervise other employees have additional responsibilities to uphold and protect the integrity of the Company. Each manager is responsible for fostering an environment that supports compliance with the Code and demonstrates respect for honest and ethical behavior and the integrity and reputation of the Company. Management level employees are also expected to alert appropriate personnel of Code violations and if necessary to take appropriate and consistent disciplinary action regarding unethical or illegal behavior.

10. Relationship with Suppliers, Contractors and Third Parties

    1. Conducting Business with Third Parties.

       All employees must act in the best interests of the Company when conducting business with third parties. All relationships with third parties must be reasonable in relation to the product or services required and the price paid. Employees should report any suspicious, irregular, or inconsistent transactions that indicate that fees paid do not appear to match the product or services provided. Employees are required to disclose any personal interest or relationship they may have with third party vendors.

       All relationships with third parties must comply with internal policies and not result in a conflict situation as described earlier in the Code. A competitive bid process should be used whenever possible and if not possible then the reasons not used should be clearly documented.

    2. Purchasing Procedures and Practices

       All purchasing decisions should be made solely based upon the best interests of the Company with regard only to the suppliers’ product and service availability, price, delivery and quality. Employees are to conduct procurement in accordance with principles of competitive tendering and impartial selection of appropriately qualified suppliers. The Company’s standard purchasing guidelines should be adhered to at all times and employees should avoid conflict situations as described earlier in the Code.

    3. Relationship with Customers

       Customers are the reason the Company is able to exist and they must be treated with the highest degree of courtesy and respect. Information provided by customers must be treated confidentially and safeguarded from misuse and improper dissemination. This includes preventing the information provided by customers from being used, sold or traded for personal gain or treated in a manner that will compromise the integrity of the Company.

    4. Competition and Fair Dealing

       The Company seeks to outperform our competition through providing better products and services and operating fairly and honestly. It is not in the best interests of the Company for any employee to steal proprietary information, possess trade secret information that was obtained without the owner’s consent or inducing such disclosures by past or present employees of other companies and these practices are strictly prohibited. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

       Business entertainment and gifts should only be allowed in appropriate business settings and should only be designed to create goodwill and sound business relationships. Gifts should not be excessive or reasonably construed as a bribe or payoff and must always be compliant with applicable laws. Any questions should be directed to the Compliance Officer or the President’s Committee.

    5. Responsibility to the Community

       The Company supports and promotes all activities that are for the betterment of the communities in which it operates and has designed programs to reflect this corporate commitment to community. The Company encourages all employees to actively participate in these programs and to support effective community activities that bring about positive community benefits.

       As part of this social responsibility, the Company is committed to provide gaming in a socially responsible way. The Company will support measures to help minimize problems associated with gambling.

11. Employment Practices

    1. Health and Safety

       Each employee is responsible for maintaining a safe and healthy workplace by following health and safety practices. All employees are required to report to the human resources department when accidents, injuries and unsafe equipment, practices or unsafe conditions occur.

    2. Alcohol and Substance Abuse

       Employees should report to work in a condition to perform their duties and they should be free from the influence of illegal drugs or alcohol. Alcohol may be authorized in appropriate settings with management approval. The Company reserves the right to institute a random testing program if it believes that illegal drugs or alcohol are being used in the workplace or that such a program is in the best interest of the Company and its employee’s health and safety.

    3. Discrimination and Harassment

       The Company is firmly committed to providing professional work opportunities to all employees. The Company will not tolerate any employee discrimination or harassment of any kind. This includes ethnic and/or national origin discrimination or bias, derogatory comments, and unwelcome sexual comments or offensive behavior such as sexually explicit jokes, and viewing offensive or sexually explicit content on company property. Violence and threatening actions will also not be permitted or tolerated by the Company.

    4. Waivers

       Any waiver of this Code must be made of the Board of Directors.

12. Final Comment

    This Code cannot list all of the possible issues that an employee might face in fulfilling their responsibilities. The Company’s expectation is that all employees must exercise good judgment whenever these situations arise and when unclear as to how to precede, the employee must bring the matter to the attention of appropriate personnel for further guidance. The reputation of the Company will be the end result of the individual efforts made by its employees to conduct themselves in an ethical and moral manner.

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