ব্যবসায় চুক্তি ও নীতি

PURPOSE OF THE CODE

This Code of Conduct (Code) records Robi’s commitment to conduct its business operations in a manner that is efficient, effective and fair. This Code is applicableto all employees of Robi.

This Code is intended to:

i. assist Robi’s employees to uphold Robi’s Core Values of Uncompromising Integrity and Exceptional Performance;

ii. provide guidance to all employees in carrying out his/her duty for and on behalf of the Company; and

iii. provide guidance on how employees should conduct themselves at or outside the workplace where they can be identified as Robi’s employee.

1. MAIN PRINCIPLES

1.1 SCOPE

1.1.1 This Code covers the requirements of employees’ conduct at the workplace, the usage and safeguarding of the company’s assets, business conduct when dealing with external parties, conflicts of interest and reporting of violations of the Code.

1.1.2 For the purpose of the Code, “Company” refers to the primary entity the employee is attached to at a given date. “Group” refers to the entire Axiata Group of Companies.

1.1.3 The Code will continuously be updated to meet Robi’s businessrequirements.

1.2 GENERAL Applicability

1.2.1 This Code applies to all employees both on and off the job, subject to local laws and regulations of the countries of operation. Employees shall seek guidance from the relevant division/function head in their Company when in doubt regarding the proper course of action to be taken in a given situation. The Code is developed based on the applicable laws and regulations within the country of operation in addition to any Company specific values or practices.

1.2.2 This Code reflects the Core Values of Robi. Employees are expected to embrace/adhere to all the principles set out in this Code in their daily activities as an expression of each employee’s commitment and personal responsibility to uphold the Core Values. This involves making decisions consistent with the Core Values, acting ethically in all instances, and complying with relevant and applicable laws.

1.2.3 While this Code provides guidance on the standards of integrity and business conduct expected of the employees, it is not meant to cover all possible situations that may occur. It is designed to provide a frame of reference and guidelines which employees must use to assess any activity, situation, or circumstance, with the view to prevent employees from placing themselves in situations or circumstances that might question the employee’s integrity.

1.2.4 To supplement this Code and to provide employees with additional and/or more clear guidelines, Robi may need to develop a Code of Conduct handbook appropriate to its operations and local laws and regulations based on the key principles as set out in this policy. Other than obeying to local laws and regulations, no other reason shall justify any breach or any difference to this policy. No handbook or guidelines shall be made on the contrary to this policy. Should there be any conflicts between any content in the handbook or guideline, this Code prevails. 1.2.5

1.3 RESPONSIBILITY AND ACCOUNTABILITY

1.3.1 Employees: All employees are to comply with this Code. Being unaware /pleading ignorance of this Code will not be accepted as an excuse for its breach. All employees are required to comply and to sign the Code of Conduct declaration every year.

1.3.2 Managers have the added responsibility to set a good example and to lead the employees under their supervision in the application of the Code in their daily business conduct. They are also responsible for promoting open and honest two‐ way communication to facilitate discussions that may occur in situations where the application of the Code may not be so clear. Managers should diligently be on the lookout for indications where unethical or illegal business conduct has occurred.

1.3.3 For the purposes of this Code, “Managers” include people managers, line managers and persons having management responsibility.

2. EMPLOYEE CONDUCT

2.1 GENERAL REQUIREMENTS

2.1.1 Employee conduct relates to the conduct of employees both on and off the job, where such conduct must not adversely affect the performance of the employee and other employees, or the legitimate business interests of the Company.

2.1.2 Employees shall observe the guidelines set out in this Code and exercise good judgement in decision making and actions to maintain the company’s reputation for integrity and business ethics.

2.1.3 Employees must:

i. Consider the interest of the Company when making decisions that will impact the company and ensure that such decisions are not based on personal gains or favors.

ii. Utilize the company’s assets for business purposes only.

iii. Declare the employee’s assets and / or liabilities with any form of business interest at the point of entry into the Company.

iv. Declare all business intentions and obtain written approval before

participating in such business opportunities, in whatsoever capacity.

v. The Company reserves the right to approve or disapprove the employee’s involvement in other business activities.

vi. Any deviation from the aforementioned conditions must be reverted to the relevant function/department in the Company for review and further communication.

2.2 WORKPLACE

2.2.1 Employees shall strive to maintain a healthy, safe and productive work environment which is free from discrimination or harassment based on race, religion, political opinion, membership in political group, gender, sexual orientation, marital status, national origin, disability, age or other factors that are unrelated to the Company’s legitimate business interests.

2.2.2 Employees shall avoid any conduct in the workplace that creates, encourages, or permits an offensive, intimidating, or inappropriate work environment including, but not limited to:

i. Threats or comments that contain elements of discrimination or harassment.

ii. Sexual advances.

iii. Violent behavior or actions.

iv. Misuse or abuse of position of authority.

v. Inappropriate dressing in violation of the dress code of the Company.

vi. Possession of weapons of any type.

vii.Use, possession, distribution or sale of illegal drugs or any prohibited substance, except for approved medical purposes.

viii. Consumption of alcoholic beverages at Company premises or in carrying out official duties.

ix. Any other misconduct either major or minor, as stipulated in the Company’s disciplinary policy or other related document.

2.2.3 Employees shall not engage or be involved in any immoral behavior and activities such as gambling, indecency, obscenity, vulgarity, or vices in Company businesses, on Company premises, during Company trips/events, when representing the Company or when identifiable as an employee of the Company or when using Company assets.

2.3 WORKING ATTITUDE

2.3.1 Robi’s core values of Uncompromising Integrity and Exceptional Performance along with the Company’s additional values, guide our employees’ day‐to‐day actions. Employees should strive to:

i. Act with integrity in everything they do.

ii. Be fair towards everyone regardless of status or personal relationship.

iii. Safeguard the interest of the Company.

iv. Comply with the laws, regulations and policies governing the business.

v. Have zero tolerance towards corruption in any form.

vi. Demand high levels of performance from self and others, whilst being compassionate toward people.

vii. Benchmark one’s performance rigorously with the very best and strive to improve oneself.

viii. Challenge the status quo and embrace change to make things better.

ix. Be accountable for one’s performance and make no excuses for self.

x. Be determined to win and take pride in winning together with others as a team.

2.4 USE OF RESOURCES AND PROTECTION OF COMPANY’S ASSETS

2.4.1 Employees are provided with a variety of resources and access to Company assets. Regardless of the condition or value, Company assets shall not be misused, taken, sold, lent, given away or otherwise disposed of, or used for personal purposes to the extent that it would affect the interest of the Company.

2.4.2 Employees shall be personally responsible for protecting the Company’s assets entrusted to them. Employees shall take all necessary steps to prevent theft, loss, damage or misuse of assets belonging to the Company, the occurrence of which shall be reported immediately to the relevant function/department in the Company.

2.4.3 The types of assets that shall be protected are defined as, but not limited to:

i. Physical Assets such as equipment, systems, facilities, supplies, etc. These shall be used only for conducting the Company’s business or for purposes authorised by management. They shall not be used for employees’ personal activities.

ii. Information and Communication Systems including connections to the internet shall be used for conducting the Company’s business or for other incidental purposes authorised by the management of the Company. It is inappropriate to use them in a manner that interferes with employees’ productivity.

iii. Proprietary Information where all information (whether in written or spoken form and whether on paper or electronic form) relating to technical, product and services, financial data and projections, marketing strategies and business plans, organizational and employee information, decisions by the Company’s board of directors, trade secrets, pricing guidelines, methodology or prices of products and services, profit sharing arrangements, customer information, databases, records and any non‐ published financial or other data that is not public information or if known will have an adverse effect on the Company. Such information is the resultof the innovation, ideas, and hard work of employees and of substantial investments in planning, research, and development. It is critical that employees treat such information as confidential in accordance with the requirements of Company’s policies and take all necessary safeguards to protect this information. The Company’s ownership of such proprietary information shall continue even after the employee leaves the Company.

iv. Intellectual Property Rights are all ideas, inventions or copyright produced by employees as a result of the work performed for or on behalf of the Company in the course of employment, whether that product is protectable or otherwise. Employees shall understand their responsibility to protect the Company’s intellectual property and seek advice from the relevant function/department when in doubt of their obligation in this regard. The Company’s ownership of such intellectual property shall continue even after the employee leaves the Company.

2.4.4 Employees are not allowed to use the Company’s assets including equipment, resources, and proprietary information for any work unrelated to the Company. Additionally, employees are not permitted to perform non‐Company related work or solicit such business on the Company’s premises or while working on the Company’s time.

2.4.5 Employees shall return all the Company’s assets entrusted to them upon cessation of their employment including documents which contain the Company’s proprietary information. Additionally, they may not disclose or use the Company’s proprietary or confidential information.

2.5 CYBER SECURITY

2.5.1 Cyber Security involves the application of a multi-disciplinary collection of resources, processes, and controls to protect the Company’s computer systems and its data from the occurrences of attack, theft or damage. As a service provider, it is vital to protect the data entrusted to the Company by business partners and customers. Employees are required to comply with the Company’s policies and procedures to maintain a high level of security and trust.

2.5.2 Employees must protect their access credentials and not share them under any circumstances. Information must be classified according to their confidentiality and only handled, stored, and shared as prescribed. Employees should work on assigned hardware and approved software only and exercise caution when using email and the internet and avoid phishing exploits and malware. The security software installed on computers are to protect employees and the company; they must not be tampered with or circumvented. Employees shall consult the IT or Security department when in doubt on the right action to take on cyber security issues.

2.5.3 Every employee shall maintain adequate knowledge and awareness of the security process and controls by reading, understanding and adopting Robi policy and standards and going through the scheduled training assigned.

2.6 DATA PRIVACY

2.6.1 All personal data of Robi corporate customers, employees and other stakeholders, may it be in physical or digital form, are strictly private and confidential. Confidentiality is critical to protecting the integrity of our information assets, competitive advantage and regulatory compliance.

2.6.2 Our responsible use of personal data is integral to data privacy trust-building. Failure to do so may expose the Company and employees to legal liabilities.

2.6.3 Therefore, it is the duty and responsibility of every employee to:

i. Ensure a high standard of data privacy within the organisation.

ii. Adhere to the prevailing relevant laws, regulations, policies and procedures including observing proper/prescribed exercise of controls.

iii. Exercise good judgement by seeking clarification or proper authorisation

prior to disseminating confidential, proprietary, sensitive or personal information.

iv. Report any non-conformity or violation of data privacy to the IT Helpdesk and the Privacy Office.

2.7 COMPLIANCE WITH ENVIRONMENTAL LAWS & HEALTH & SAFETY PRACTICES

2.7.1 The Company is in strict compliance to the local laws and regulations as applicable concerning environmental conservation and Health & Safety. The applicability or meaning of a particular environmental, health or safety regulation, should be clarified with the relevant function / department. Any accident, injury, use of unsafe equipment, or unsafe condition can be reported immediately to a designated person.

2.8 INFORMATION INTEGRITY AND RETENTION

2.8.1 Employees shall record and report all information accurately and with integrity.

2.8.2 Records shall be managed securely in line with their importance and in compliance with legal, tax, regulatory, accounting, and other business retention requirements as required by the laws in the Country and also in accordance with the legal requirements.

2.9 NON-DISCRIMINATION

2.9.1 All employees, officers and management should respect the rights and cultural differences of other individuals in the Company. The Company is an equal opportunity employer and will not discriminate against any employee or applicant because of race, age, sex, religion, caste, marital status and/or disability.

2.9.2 This Code applies to all terms and conditions of employment, including, but not limited to, hiring, placement, promotion, termination, layoff, recall, transfer, leave of absence, compensation and training. Discrimination and prejudice constitute unacceptable behavior.

2.10 HARASSMENT

2.10.1 The Company is committed to maintaining a work environment that is free of any form of harassment, on the basis of any legally protected status. Employees shall avoid any behavior or conduct that could reasonably be interpreted as harassment.

2.10.2 The Code deems unacceptable all conduct, whether verbal, physical or visual, that is based upon a person's protected status under law, such as sex. race, ancestry, religion, caste, national origin, age, disability, medical condition, marital status, veteran status, citizenship status, sexual orientation or other protected group status, or upon the protected status of the person's relatives, friends or associates. The conduct includes epithets, slurs, negative stereotyping or intimidating acts that are based on a person's protected status. It also includes written or graphic materials exhibited in workspaces. Employees should be aware and are requested to abide by the strict guidelines in the Code.

2.10.3 The Code further elaborates Company’s strict stance with regards to sexual harassment. All forms of sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual nature not only when the conduct is made as a condition of employment, but also when the conduct creates an intimidating, hostile or offensive working environment, is prohibited.

2.10.4 Employees are encouraged to immediately report if any act which is inconsistent with the Code is experienced or witnessed to either relevant function/department or Speak Up channel as per item 6 below.

2.11 SECRECY

2.11.1 Employees are required to maintain and observe the strictest secrecy in respect of Robi and/or the Group activities or information which has been disclosed to the personnel or used by the Company for any purpose or any information pertaining to Robi and or the Group, whether marked “confidential” or not and shall be liable for any act or acts in breach of the provision.Employees are not allowed to use the information or any part of the information foryour own benefit or for any other purpose apart from the purpose for which the said Information was disclosed to you.

2.11.2 Information herein shall mean:

i. all commercial, business, financial, technical, operational, administrative, marketing or other information or data (including trade secrets, know-how, customer and supplier details, business opportunities and processes, plans, intentions, market strategy and opportunities, customer and business affairs, future plans for the development of the business of the Axiata and Robi and any other material bearing or incorporating any information and documentation relating to Robi in whatever form supplied, received or created (whether in oral, written, magnetic, electronic, digital or any other form) relating to Robi and its affairs which is directly or indirectly disclosed or madeavailable on or after the date of this document;

ii. copies, analyses, compilations, studies and other documents which contain or otherwise reflect or are generated from any such information.

2.12 COMPLIANCE WITH COMPANY POLICIES AND PROCEDURES

2.12.1 The Company is in strict compliance to all policies and procedures at all times which are duly approved by the Board of Directors and/or the Management and meant to safeguard the Company’s and employees interests at all times. The Company views noncompliance to all policies and procedures seriously.

3. BUSINESS CONDUCT

3.1 GENERAL REQUIREMENTS

3.1.1 Business conduct relates to the conduct of employees while engaged in business dealings for and/or on behalf of the company, be it buying, selling or representing the company in any capacity.

3.1.2 Employees must be ethical and lawful in all of their business dealings. They must be aware of, and adhere to, the relevant laws and regulations governing relations with external parties in the country they operate in. In the event of any doubt, please consult the relevant function/department.

3.2 DEALING WITH EXTERNAL PARTIES

3.2.1 External parties comprise all customers, vendors, business partners, governments, investors, media, analysts and others, that have dealings with the Company. Employees must constantly evaluate how the business is managed and conducted to better meet the needs and expectations of these parties without compromising the Company’s objectives and values.

3.2.2 External parties may also comprise competitors and parties having multiple relationships with the Company. It is important that in any business dealings, employees are aware of, and understand each of the relationships involved, and act accordingly.

3.2.3 In all dealings with external parties, employees must be honest in their communications, and avoid making misrepresentations or misleading statements to anyone.

3.3 DEALING WITH CUSTOMERS

3.3.1 Customers must be treated with respect and understanding. Employees must always be flexible in how they approach the changing needs of customers.

3.3.2 All customer complaints must be dealt with promptly and fairly to ensure a high level of satisfaction and to ensure the image and reputation of the Company is constantly maintained at the highest level.

3.4 VENDORS AND BUSINESS PARTNERS

3.4.1 The Company shall take a collaborative approach in all their partnerships ensuring that employees address the specific needs of the Stakeholders, while offering products, services and solutions.

3.4.2 The Company shall conduct business with vendors or business partners that share the same ethical commitment as the Company and shall avoid conducting business with vendors or business partners who are likely to harm the Company’s reputation.

3.4.3 All vendors/business partners will be subject to Robi Supplier Code of Conduct. Employees dealing with external parties must be familiar with the overall requirements the vendors/business partners need to adhere to, in order to maintain the Company’s standards and reputation.

3.4.4 Facts shall be weighed objectively and impartially when selecting vendors or business partners following the relevant procurement procedure that applies to a particular activity.

3.4.5 Employees shall not exert or attempt to exert influence to obtain privilege treatment for any particular vendor. Vendors in competition for contracts with the Company shall at all times be able to have confidence in the integrity of the Company’s selection processes.

3.5 GOVERNMENTS

3.5.1 Employees shall hold themselves up to the highest standards of conduct and aim to proactively engage with the government to improve the social and economic conditions of the country. Employees shall be aware of and adhere to the relevant laws and regulations pertaining to relations between government employees and customers, suppliers and business partners.

3.5.2 Employees shall not provide gifts to government employees or those acting on the government’s behalf if doing so violates local laws and regulations, which could be reasonably construed as an action to seek special favor. Refer to Robi’s ABAC Policy for further information.

3.6 INVESTORS, MEDIA, ANALYSTS AND OTHERS

3.6.1 Any employee approached by investors, prospective investors, media and analysts on confidential information shall refer such requests to the relevant function/department.

3.6.2 Employees shall also refer any request for information on the Company’s business from investigators or law enforcement officials to the Corporate and Regulatory Affairs Division.

3.6.3 Employees shall not initiate contract with the media and analysts unless it is part of their job responsibilities, with prior management knowledge and approval. In all instances, employees shall exercise caution in their communications with these parties.

3.7 COMPETITORS

3.1.1 Employees shall compete fairly and ethically within the framework of applicable competition laws.

3.7.2 Employees shall exercise caution in all business contracts and contacts with competitors, suppliers and vendors and seek advice from the Corporate and Regulatory Affairs Division if in doubt whether an action violates any competition laws.

3.7.3 Employees shall disassociate themselves and the Company from participating in any possible illegal activity with competitors and avoid communicating commercially sensitive information or confidential information which includes pricing policy, contract terms, marketing and product plans and any other proprietary information.

3.7.4 All communications with competitors must be for legitimate and lawful reasons only. Employees shall not use improper or illegal means to acquire a competitor’s trade secrets or other confidential information. When working with such information, employees shall use it in the proper context and for legitimate purposes such as to evaluate the merits of the products, services and marketing initiatives of the Company. Such information shall only be made available to other employees for legitimate and lawful reasons only.

3.8 AUTHORITY TO MAKE COMMITMENTS

3.8.1 Employees are expected to be aware of and adhere to the Company’s defined delegation of authority guidelines and processes for key functions and commitments, limits of authority and supplementary procedural documents.

3.8.2 Commitments that bind the Company shall only be made by employees who are authorised to do so and in accordance with Robi Limits of Authority. It is not acceptable for employees to make any business commitments whether oral or written that contradict established guidelines, or which create or modify agreements without proper approval consistent with Robi Limits of Authority.

3.9 MISREPRESENTATION OF DATA

3.9.1 The Company does not tolerate withholding or misrepresenting data or hiding of relevant facts in a situation. The following will amount to misrepresentation of data: biased results to a certain group of people, especially in a quality control‐related scenario.

3.9.2 Intentionally making a false oral or written statement in connection with any Company‐related work; and intentionally making a false oral or written statement relating to character, qualifications or reputation.

3.10 ANTI-MONEY LAUNDERING /COUNTER TERRORISM FUNDING

3.10.1 Robi strictly prohibits money laundering/terrorism funding under theapplicable local laws and regulations.

3.10.2 All employees are expected to be mindful of the risk that Robi’s business maybe used for money laundering/terrorism funding activities and must familiarize themselves with Robi’s Policy.

3.10.3 When in doubt or if any suspicious transactions or potential cases of money laundering/terrorism funding are observed, employees shall immediately notify their immediate superior and go through the proper channels.

3.10.4 Any non-compliance with money laundering/terrorism funding laws as applies to Robi, will be investigated diligently.Appropriate and immediate actions shall be taken based on the outcome of the investigation to ensure we remain committed to Robi’s Governance Instruments.

3.11 BRIBERY AND CORRUPTION

3.11.1 Robi takes pride in its beliefs and core values of Uncompromising Integrity and Exceptional Performance and is committed to conducting business with ZERO TOLERANCE POLICY against all forms of bribery and corruption.

3.11.2 Robi strictly prohibits the receipt and giving of bribes, or participation in anyacts or situations that may lead to, or be perceived as, bribes such as promise, offer or acceptance of gifts, entertainment, corporate hospitality, sponsorships, Corporate Social Responsibility (CSR) activities and donations (collectively knownas GDS) to or from any person, entity or agency, to obtain, retain or provide an improper business advantage or favourable treatment.

3.11.3 All employees are required to comply to Robi’s ABAC Policy and GDS Policy at all times.

3.11.4 Employees shall not offer, give, solicit, promise to offer or give, accept bribes that is anything of value or gratification, or misuse his or her office or position of power with the intention of influencing a person’s actions or decisions to achieve business or personal advantages for themselves or others or engage in any transaction that can be construed as illegitimate, unethical act and having contravened the anti- bribery and corruption laws.

3.11.5 Employees shall be cognizant of the fact that bribes or gratification may be in any form and anything of value, monetary or otherwise including but are not limited to unauthorised remuneration such as referral fee, commission or other similar compensation, material goods, services, gifts, and hospitality, business amenities, offer or free services of whatever nature, premiums or discounts of an inappropriate value or of an unreasonable level or that are not generally offered to others or that are prohibited by law or may reasonably be viewed as having crossed the boundaries of ethical and lawful business practice. Other non- monetary form may also include but not limited to promises or the award of contract, employment or business opportunity to any Stakeholders directly or indirectly.

3.12 FACILITATION PAYMENT

3.12.1 Employees are prohibited from, directly or indirectly, offer, give, solicit, promise to offer, or accept, agree to accept, or attempt to obtain anything that might be regarded as facilitation payment in any form. Facilitation payments are gratification or inducements to secure or expedite a routine or administrative function that are usual small in value paid unofficially on matters such as visas, permits, licenses and custom clearance.

3.12.2 Prior to giving or accepting anything of value, employees shall observe the VITAL principles and exercise proper care and judgement with the highest degree of integrity. The VITAL principles provides guidance to ensure that employees shall not, directly or indirectly, offer, give, solicit, promise to offer or accept, agree to accept, or attempt to obtain anything that is excessive and extravagant in value, may be construed or perceived as unlawful or unethical intention, perform the act during time sensitive period i.e. during tender bidding exercise, may give rise of actual or perceived conflict of interest, and actual or seen as recurring act over a short period of time.

3.13 NO GIFT POLICY

3.13.1 Robi has adopted a “No Gift” Policy, whereby all its Stakeholders as wellas their family members, who are acting for, and on behalf of Robi, directly or indirectly, are prohibited from giving or accepting gifts to avoid conflict of interest (actual or perceived) as a gift can be seen as a bribe that may negatively impact Robi’s reputation or be in violation of Robi’s ABAC Policy as well as laws and regulations.

3.13.2 The general rule is to avoid the giving of gifts; and to refuse or return the gifts sent by Third Parties immediately and in no circumstance or exception shall allow a Board member, employee and his/her family members to accept gifts in cash or cash equivalents and may lead to perceived or actual conflict of interest.

3.13.3 However, it is acknowledged that business relationships may sometimes result in a need of giving and receiving of gifts and in such circumstances, it will be treated as an “exception” to the No Gift Policy, thus prior approval in accordance to Robi’s GDS Policy needs to be obtained. Employees are required to refer to the GDS Policy for further details.

3.14 VITAL PRINCIPLES

3.14.1 All employees are required to observe the following “VITAL” principles and exercise proper care and judgement with the highest degree of integrity before accepting or offering anything of value. The principles serve as a guideline when determining if anything of value received or provided are legitimate and in compliance with the GDS Policy and ABAC Policy. If you are in doubt, please seek advice from the Risk & Compliance Division for further guidance before the offer or acceptance of anything of value.

Value Entertainment and corporate hospitality offered or received shall not be (actual or perceived) extravagant, excessive, outside the norm or exceed the aggregated or equivalent threshold stipulated in the GDS Procedures. Exceptions to the general rule of “No Gift” Policy, Sponsorships, CSR activities and donations must be assessed with caution and approved in accordance to the GDS Procedures.

Intention

Anything of value offered or received should not convey an expressed or perceived “advantage” or “benefit”, monetary or otherwise, with the intention to improperly influence the decision-making process to obtain, secure or retain opportunity although it is occasional or within the approved value.

Timing

Anything of value should not be offered or received during the period that may give the appearance (actual or perceived) of it being offered or received to improperly influence the decision made to obtain, secure or retain a business opportunity.

Avoid Conflict of InterestAnything of value should not be offered or received if it gives rise to actual/real or perceived conflict of interest and creates an obligation or impact to the objectivity of the Stakeholders in making an impartial decision for and on behalf of the Company. Stakeholders should refrain from taking advantage of their position or exercise their authority for their own personal interest at the expense of Robi.

Limited FrequencyAnything of value offered to or received from a party should not be repetitive or have a recurring pattern, albeit the value is low to avoid any actual or perceived conflicts of interest or inappropriate influence.

3.15 GOVERNMENT OFFICIALS / POLITICALLY EXPOSED PERSON(S)(“PEP”)

3.15.1 Employees shall not use or deploy Robi’s employees, funds and resources to provide anything of value, directly or indirectly, to Public/GovernmentOfficials and PEPs as well as to or through agents for personal gain, improper business advantage or favourable treatment for the Company. Refer to Robi’s ABAC Policy for further information including the definition and dealings with Public/ Government Official or PEPs, the GDS Procedures as well as Robi’s Instruments for guidance.

3.16 ENTERTAINMENT AND CORPORATE HOSPITALITY

3.16.1 Entertainment and corporate hospitality are forms of hospitality accepted by or offered to external parties or non-employees to build and maintain good business relationships and as part of business networking. Common entertainment and corporate hospitality received or offered are meals, golf games, ticket for events, travel tickets, accommodation/lodging, etc.

3.16.2 All employees and as well as their family members, who are acting for, and on behalf of Robi, directly or indirectly, are discouraged from giving or accepting entertainment and corporate hospitality. In the event there is an exceptional need to give or receive entertainment and/or corporate hospitality andfor valid business reasons, employees are required to obtain prior approvals in accordance with the Robi’s GDS Policy, GDS Procedures and Instruments.

3.16.3 All entertainment and corporate hospitality received or offered in all occasions shall be assessed, approved and reported in accordance with the Robi’s GDS Policy, GDS Procedures and Instruments.

3.17 DONATIONS, SPONSORSHIPS AND CSR

3.17.1 Robi:

i. makes donations with a philanthropic motivation, clear documented purpose and without expecting any services, opportunities, benefits or advantages in return;

ii.participates in commercially driven sponsorships, where financial support is extended to an individual, entity, organisation or association to support a project, activity or event; and/or

iii.supports various types of CSR activities to ensure the sustainability of our society and environment through voluntary activities and should not generate any commercial value in return of carrying out the activities.

(collectively known as “Activities”)

3.17.2 None of the above said Activities shall be made to disguise bribery or as a conduit to fund illegal activities that violate of Robi’s Core Values, Instruments; and applicable legislation; and

3.17.3 In the event employee wishes to carry out any of the above said Activities, the same shall be in accordance with Robi’s ABAC Policy, GDS Policy, BAMS Policy and/or other Robi Instruments. Employees are required to read and comply with these policies when carrying out any of these Activities.

4. CONFLICT OF INTEREST

4.1 GENERAL REQUIREMENTS

4.1.1 Employees shall be aware that they are at all times employees of Robi both on and off the job, and that they remain loyal to Robi. Accordingly, employees shall not engage in any activity or advance their personal interests at the expense of the Company’s interests. Employees shall avoid all situations where their loyalty may be divided.

4.1.2 All employees shall be alert to potential and perceived conflict-of-interest situations and shall diligently assess and avoid such activity or situation. Such situations may involve or could arise as a result of family relationships or interactions with close friends. Where any actual, potential or perceived conflict exists, the employee in question is required to inform the superior and seek direction in line with the Code on how to address or resolve the conflict.

4.1.3 Conflict of Interest arises when an individual’s objective is compromised or perceived to have been compromised, and there is conflict between his/her professional duties or responsibilities at Robi and his/her personal interest. The common types of conflicts and requirements are addressed below (4.2 to 4.8) to provide guidance for employees to make informed decisions.

4.2 COMPETING AGAINST ROBI

4.2.1 Employees shall not engage in activities that conflict with business interests, even in their own time, including commercially marketing products or services in competition with the current or potential offerings of Robi.

4.2.2 Employees are not allowed to provide any form of assistance to organisations that market products or services in competition with Robi regardless if theyreceive any direct or indirect remuneration of any kind for the assistance provided.Accordingly, employees shall not work for the competing organisation in any capacity as an employee, consultant or as a member of its board of directors.

4.3 SUPPLYING TO ROBI

4.3.1 Employees shall not supply to the Company, represent a supplier, work for a supplier or be a member of the supplier’s board of directors during employment with the Company. The Code specifies any such exclusions possible to this clause in specific circumstances.

4.4 INSIDER TRADING

4.4.1 Employees who possess market sensitive information are not allowed to trade in securities of the Company or the shares of another listed company if that information has not been made public. In this context the laws and regulations in Bangladesh will apply accordingly.

4.4.2 Further, employees shall not disclose price sensitive information to any third party or encourage any other person to deal in price‐affected securities.

4.4.3 If in doubt, employees should follow the Code and refer to the relevant function/department to clarify the status of the information held by them.

4.4.4 Employees must ensure that all transactions in the Company shares comply with the procedures set out in the respective Company’s listing body and the law on insider trading.

4.5NON‐BUSINESS ACTIVITIES INCLUDING EMPLOYEES’ OUTSIDE ENGAGEMENT

4.5.1 Employees are not permitted to engage in personal activities including public service or political activities, which conflict with the Company’s business interest.

4.5.2 Employees shall require prior and written permission from respective Divisional Head or respective supervisor in case of Divisional head and Robi MD & CEO and Robi Chief Human Resources Officer to engage during their own time in such activities. The Code specifies the procedure to seek such permission. Employees shall submit the copy of outside engagement approval to the Ethics and Integrity unit under Risk & Compliance Division for their records and repository.

4.5.3 Permission will not normally be granted unless all of the following criteria are met:

i. The engagement or activities must in no way conflict with the interests of Robi and/or Axiata and divide the employee’s loyalty.

ii. TheengagementoractivitiesmustnotputtheCompanyina disadvantageous position.

iii. The time spent in the engagement or activities must not interfere with one’s duties in the Company.

4.6 PERSONAL FINANCIAL INTEREST AND BORROWINGS

4.6.1 Employees shall not have a financial interest in any organisation that the Company conducts business with or competes with if that interest results in or appears to present a conflict of interest situation. Employees shall disclose such financial interest as indicated in the Code if it will cause or result in a conflict of interest.

4.6.2 Employees shall consider the following factors when assessing if an inappropriate interest exists:

i. Whether the organization the employee invests in is competing with the Company.

ii. The size of employee’s investment relative to their salary or household income, and if the investment is significant enough to motivate employees to take actions to protect or enhance their investment.

iii.The nature of employee’s job in the Company would allow them to act in a manner that affects the value of their investment in other organisations.

4.6.3 Employees are prohibited from borrowing from any organisation that the Company conducts business with or competes with, unless the organisation is a legal financial institution and the loans are granted at rates that are available to the general public. Additionally, employees are also prohibited from borrowing from representatives of any organisation that the Company conducts business with or competes with, regardless of the nature of business of the organisation concerned.

4.7 POLITICAL AND CHARITABLE CONTRIBUTIONS

4.7.1 Robi prohibits any kind or form of political contributions or donations. Employees are not allowed to use Robi’s funds and resources to make contributions or donations to any political campaigns, political parties,political candidates or their respective offices/officials or any affiliated organizations.

4.7.2 Employees are not allowed to use Robi’s funds to contribute or donate to a charity of a Public/Government Official’s choice.

4.7.3 Any sponsorships, donations or contributions to a charitable organisation that is made for and on behalf of Robi shall be done via Robi Corporate Office only.

4.7.4 We are required to ensure that the sponsorships, donations or contributions are not made to secure any improper business or other advantages; does not give rise to a conflict of interest; and the required due diligence is carried to verify/validate the reputation or status of the said organisation.

4.8 RELATIVE OF EMPLOYEES

4.8.1 Employees shall disclose to the Company if any relative (for this Code, “relative” comprises employee’s spouse, parents, children, brothers, sisters and spouse of child, brother or sister) provides any form of goods or services direct or indirect to the Company, or is a competitor, vendor, business partner, contractor or consultant to the Company. Employees shall avoid or abstain from participating in or making decisions on any deal involving employee’s relative.

4.8.2 If an employee’s relative is a competitor or supplier of the Company or is employed by one, the employee is required to declare this to their immediate supervisor and exercise extra caution in their communication and conduct to ensure the security and confidentiality of information important to the Company and to avoid and/or create a conflict of interest situation.

4.8.3 Any exception to the above restrictions shall be approved and allowed on a case by case basis after considering the individuals involved as specified in the Code.

5. COMPLIANCE TO THE CODE AND LAWS

5.11 All employees of Robi are expected to abide by and observe this Code. Adherence to the prescription of this Code shall be a conditionof employment. Robi reserves the right to take disciplinaryaction against any employee found to be in breach of this Code.

5.1.2 The Code outlines the process for employees who require clarification on any aspects of the Code to avoid any misinterpretation or violation of the Code.

5.1.3 Employees are required to abide by all governing laws in Bangladesh (including but not limited to data privacy laws, anti-bribery and corruption laws, etc.)

6. SPEAKING UP

6.1 Robi is committed to upholding the highest standards of lawful and ethicalconduct, by demonstrating honesty, fairness and accountability in all our conduct and dealings so that our business, employees, partners, society at large, environment, and all stakeholders continue to enjoy sustainable growth in an ethical manner.

6.2 Despite our commitments, you may observe conduct that seems to violate our Code of Conduct, policies or applicable laws and regulations. If you observe or suspect misconduct, we want you to Speak Up, enabling us the opportunity to review and act on it quickly.

6.3 Our Speak Up channel (https://axiatagroup.integrityline.com) is operated by an independent service provider and available 24/7, 365 days a year. The Speak Up channel allows for confidential and anonymous reporting. However, we do recommend that you reveal your identity, as it is more difficult, and in some circumstances even impossible, for us to investigate concerns that are made anonymously. Your identity will be kept confidential and be protected in accordance with our Whistleblowing/Speaking Up Policy and Procedures.

6.4 All reported concerns are first received and reviewed by representatives from the Internal Audit & Investigation Department. If it warrants an investigation, an Investigator will be assigned to conduct the investigation in a fair, objective and confidential manner. Anyone who violates our Code of Conduct, policies or applicable laws and regulations may be subject to disciplinary action, up to and including termination of employment.

6.5 Please feel confident that you will not suffer for raising concerns in good faith, as we have a zero-tolerance policy towards the victimisation of anyone for Speaking Up. Any person subjected to retaliation must file a new report using the same Speak Up channel by substantiating the retaliation claim with factual information or documentation. Any party regardless of designation, if proven guilty of retaliation against these persons, shall be subjected to disciplinary action. You will not be protected, however, if you maliciously or have not acted in good faith reporting an alleged concern that you know is false.

6.6 Any form of misuse of the Speak Up channel is not in line with UI.EP values, which is embraced by all employees across Robi. Do not misuse the SpeakUp channel for:

i. Reporting employment related complaints or grievances, which should be raised with your line manager or Human Resources Department.

ii. Making accusations that you know are false. Doing so may lead to disciplinary actions.

6.7 You are advised to refer to the Whistleblowing/Speaking Up Policy and Procedures for further information regarding Speaking Up and/or the Speak Up channel.

7. TRAINING AND EVALUATION

7.1 All employees of Robi shall be made aware of the Codeand its contents upon commencement of their employment and this shall form part of the Induction Program.

7.2 The Code shall be made available on Robi’s portal and be accessible to all employees. Employees will have access to the online Code which would include regular updates and refreshers to ensure the employees are familiar with the Code.

7.3 Employees are required to participate all mandatory training programs as shallbe determined by the Company and shall adhere to the annual declaration of the Code accordingly.

8. SOCIAL MEDIA AND PUBLIC STATEMENT

8.1 All employee has the responsibility to protect Axiata and/or Robi’s reputation and brand image. When using your private social media accounts, employees should ensure that any posts reflect only your personal posts and doesnot negatively affect the public perception of Axiata and/or Robi. Employees shall also ensure that they do not share any confidential and/or proprietary business information on social media.

8.2 Employees are also not allowed to make any public statement which represents Axiata and/or Robi without any prior approval or unless they are duly appointed or authorized to do so. “Public Statement” includes the making of any statement or comment to the press or to the magazines, or through email, instantmessaging, forums or conferences and posting on social media.

8.3 In the event an employee is found to have posted comments and/or made public statements that are derogatory, inappropriate, disrespectful etc., the employee concerned may be subject to appropriate disciplinary actions in accordance with Robi’s HR Policies.

ROBI AXIATA LIMITED CODE OF CONDUCT

DECLARATION BY EMPLOYEE

I, …………………….. (National ID / Passport No), hereby confirm that

I have read and understood the Code of Conduct (“Code”) and agree to observe and adhere to the Code, as amended from time to time.

I shall conduct myself with complete professionalism, integrity and be true to the spirit of the Code in the daily execution of my duties and assignments and as an employee of Robi.

I acknowledge that failure to abide by the Code will lead to the appropriate action being taken against me.

Name: Date:

DEFINITIONS