All Planters Tractor and Spare part supplier Malaysia

A True Partner in Your Tractor Ownership and Maintenance Solution.

Code of Conduct

CODE OF CONDUCT & ETHICS, ANTI BRIBERY & CORRUPTION POLICY

Table of Contents

| Tractor Malaysia

1. Accountability

1.1

All employees of the All-Planters Group are responsible for acting in accordance to this Code and ensure compliance with the relevant laws, rules and regulations of the country in which All-Planters Group conducts its business in.

1.2

Any employee who violates the Code may be subjected to disciplinary action, including dismissal, depending on the facts and circumstances of each case.

1.3

All employees of the All-Planters Group are obliged to exercise all reasonable care in safeguarding the All-Planters Group’s properties and assets against any loss, damage, misuse, illegal use and/or theft and are expected to use such resources for the All-Planters Group’s business purposes only.

1.4

All employees of All-Planters Group are expected to act in the following manner during the whole course of their employment with All-Planters Group:-

(i) behave with honestly and trustworthy in accordance with this Code;

(ii) not to be associated / participate / engaged in any form of corruption and bribery whether it is in or outside All-Planters Group’s office;

(iii) not to use All-Planters Group’s name or asset for any illegal purpose.

2. Responsible Corporate Citizenship

2.1

The All-Planters Group conducts its businesses ethically, honestly, and in compliance with the laws and regulations of the country.

2.2

The All-Planters Group is committed to being a responsible employer and a good corporate citizen in line with our vision and values.

3. Non-Discrimination

3.1

The All-Planters Group maintains a policy of non-discrimination and greatly values and respects the diversity, cultural and religious differences of its employees.

3.2

Every employee is expected to cooperate and support the All-Planters Group’s vision of cultivating and maintaining a work environment that is free from discrimination.

3.3

During the hiring process, candidates will also be evaluated based on their willingness to adhere to the vision, values and overall corporate culture of the All-Planters Group.

4. Business Communications

4.1

All employees of the All-Planters Group are expected to exercise due care, diligence and etiquette in all work-related communications, be it in written form, verbal or otherwise, and to ensure that the contents are clear, truthful, courteous and accurate.

4.2

The All-Planters Group exercises a no tolerance policy for any communications made by its employees over the course of business and/or using All-Planters Group’s resources that contain any material found to be discriminatory, defamatory, offensive, contains sexual connotations, pornographic, misleading and/or any other communications of a similar nature.

5. Conflicts of Interest

5.1

All employees of the All-Planters Group are obliged to act solely in the best interests of the company at all times.

5.2

No employee is permitted to engage, either directly or indirectly, in any act or practice that conflicts with, or appears to conflict with, the interests of the All-Planters Group, even in their own time. Including but not limited to using any of the All-Planters Group’s assets or resources or abusing any loopholes in the All-Planters Group’s process and procedures for personal interests and gain.

5.3

A conflict of interest may arise where the employee has a personal relationship or financial or other interest that would or could potentially interfere with his existing obligations or exercise of judgment in decision making as an employee of the All-Planters Group. It is also a conflict of interests where a supervisor or a person in a position to determine the remuneration and/or promotion of a subordinate is in a personal, romantic or intimate relationship with the subordinate.

5.4

All employees of the All-Planters Group are obliged to disclose and report in writing as soon as practically possible concerning all potential and real conflicts of interest, stating in detail the facts, nature and extent of the conflict. This written report should be made either to the employee’s immediate supervisor(s) and/or executive director(s).

5.5

The employee must take prompt action in eliminating the said conflict if requested to do so by the All-Planters Group. The All-Planters Group has the sole discretion in determining the nature of conflict of interests and the next steps or disciplinary action to be taken in relation to it.

5.6

Where it is found that the employee is engaged in any activity that is in conflict of interests with the All-Planters Group which provides personal and monetary gain, whether directly or indirectly, particularly where it is at the expense and loss of the All-Planters Group, the All-Planters Group is entitled to claim compensation for such unlawful profiteering from the conflict of interest, which may include deduction of the employee’s salary until such payments are repaid in full or legal action against the employee.

6. Anti-Corruption & Bribery

6.1

We are determined to maintain a work environment where trust is of paramount importance. We believe that we can honour our contractual and business obligation by uncompromising dedication in high ethical standards. This Code emphasizes our commitment toward combating corruption and bribery on all levels.

6.2

All All-Planters Group companies, and/or their employees shall refrain from offering, giving, demanding or receiving bribes and/or any other improper gratification.

6.3

“Gratification” shall include but not be limited to pecuniary and non-pecuniary benefits such as money, donation, gift, loan, fee, reward, valuable security, property or interest in property, movable or immovable property, financial benefit, office, dignity, employment, contract of employment or services, agreement to give employment or render services in any capacity, any offer, undertaking or promise, whether conditional or unconditional, of any gratification, including favours which is of value to the recipient, forbearance which is beneficial to the recipient, and any other gratification as defined in the Malaysian Anti-Corruption Commission Act 2009.

6.4

Any gratifications to be given, if at all and only under circumstances which are approved by the employee’s head of department or Human Resource Department, should only be a token gift either for purposes of expressing appreciation or for customary and festive purposes. Such gifts should not at any material time, be given with the intention of obtaining any favour or hopes of retaining business or undue influence for obtaining future business from the recipient of the gifts.

6.5

“Public officials” are defined as any person who is a member, an officer, an employee or a servant of a public body.

6.6

When dealing with public officials, employees of the All-Planters Group should ensure that any giving or receiving of gratification does not relate to, in any form whatsoever, the public official’s official dealings or public duty.

6.7

Where it is inappropriate to decline the offer of a gratification (i.e. when meeting with an individual of a certain religion/culture who may take offence), the gratification may be accepted so long as it is declared and surrendered to the management, who will assess the relevant circumstances and take the necessary steps, including returning the gratification on the employee’s behalf, where appropriate.

6.8

Any gratifications given and received should always be disclosed to the management, and the employee must ensure that all requisite approvals have been obtained.

6.9

The intention behind a gratification being given and/or received should always be considered. If there is any uncertainty, the gratification should be declined where possible, failing which the employee should seek the advice of the management.

6.10

Other than as permitted above, no employee of the All-Planters Group is allowed to accept any gratification, including but not limited to gifts, hospitality favours, benefits or any form of advantage from third parties, unless specific approval has been given by the employee’s head of department or Human Resource Department.

6.11

Any employee that breaches any of the above rules will fall within the scope of serious misconduct and may be subjected to disciplinary action, up to and including dismissal, depending on the facts and circumstances of each case.

7. Outside Employment

7.1

Employment, even outside of working hours is strictly prohibited particularly if it conflicts with the interests of the All-Planters Group, unless express approval is obtained.

7.2

Employees and managers are required to obtain written approvals from the management. If you are already engaged in any outside employment, you are required to disclose and obtain approval from the management at the earliest time possible. Any approval given is at the sole discretion of the All-Planters Group and can be withdrawn at any time with or without prior notice.

8. Anti-Money Laundering

8.1

“Money laundering” concerns the process of engaging with and/or concealing, directly or indirectly, the identity of the proceeds of illegal activities or converting the illegal proceeds to a legitimate source of income or asset.

8.2

All employees of the All-Planters Group are prohibited from dealing in any money laundering activities and must comply with the applicable anti-money laundering laws.

8.3

In the event that any employee has a reasonable suspicion of money laundering activities being conducted as part of the All-Planters Group’s business, employees are expected to alert the management immediately.

9. Personal Data Protection Notice

9.1

All employees, particularly employees who have access to personal data of any persons, whether employees, consultants, customers, suppliers, and/or any related party whereby personal data is processed and accessed, must not unlawfully use, access and/or revise such personal data for any purpose or reason. All employees are to ensure that such personal data processed within the All-Planters Group is protected at all material times and in compliance with the applicable laws.

10. Confidential and Proprietary Information

10.1

The All-Planters Group greatly values and protects all confidential and proprietary information.

10.2

Proprietary information includes but is not limited to emails, documents and all other files, electronic or otherwise, edited and/or stored on the All-Planters Group equipment and are considered to be the exclusive property of the All-Planters Group.

10.3

All employees of the All-Planters Group are expected to exercise the highest possible standards of professionalism, ethics and integrity in order to protect the Group’s assets and standing and ensure the proper use of the same.

10.4

Employees may have access to confidential and proprietary information during their employment with the All-Planters Group. Such information cannot be shared or utilised for personal gain or any other gain to any individual, business or third party entity, including family and friends, except where expressly approved by the relevant company under the All-Planters Group, required by law and/or reasonably necessary for the purposes of carrying out your duties under employment within the All-Planters Group. This obligation of non-disclosure is effective even after the termination of employment.

10.5

Where such confidential and proprietary information needs to be disclosed to persons outside the All-Planters Group, the relevant parties are recommended to undertake all necessary measures to ensure that all confidential and/or proprietary information are sufficiently protected for instance through the execution of a non-disclosure agreement.

10.6

The All-Planters Group reserves its right to take any and all appropriate action against previous or current employees who, whether directly or indirectly, breach the aforesaid obligation relating to the confidential and proprietary information of the All-Planters Group.

11. Social Media Policy

11.1

Employees of the All-Planters Group are a representative of the All-Planters Group at all times and are prohibited from bringing All-Planters Group’s (and each of the companies under the All-Planters Group) name and reputation into disrepute.

11.2

All employees of the All-Planters Group are reminded that any messages or posts made online are presumed to be public and permanent. Online messages or posts can be copied, forwarded or subpoenaed and the original publisher will have no control over the ultimate use, distribution and/or publication of the message or post. As such, all employees are strongly encouraged to exercise discretion at all times when using and publishing on online platforms.

12. Whistleblowing

12.1

The Company encourages employees to raise genuine concerns, including the reporting of unlawful, unethical or questionable behaviour, in confidence and without risk of reprisal.

12.2

The policy covers, but is not limited to: a. Abuse of Power; b. Bribery; c. Breach of law; d. Criminal Activity; e. Conflict of Interest; f. Danger to health and safety or the environment; g. Fraud h. Overpayment to suppliers or under any contract; i. Miscarriage of justice; j. Misuse of any property belonging to the All-Planters Group; k. Negligence; l. Theft or embezzlement; and/or m. Non-compliance with All-Planters Group (or any company under the All-Planters Group) policies, including cover-up of any of the above in the workplace.

12.3

If any employee has concerns about any of the matters set out above or that the integrity of the All-Planters Group is being compromised in any other way, the employee should bring this to the attention of his immediate supervisor, head of department or a Human Resource Manager.

12.4

Employees must exercise sound judgment to avoid baseless allegations.

12.5

Employees who intentionally file false reports will be subjected to disciplinary action and possible termination.