Good Governance

ST Telemedia is committed to conducting our business and affairs lawfully, ethically and with integrity. This commitment extends throughout our portfolio of companies, regardless of where our business and operations are conducted. As part of this commitment, our directors, officers, employees and consultants and those of our portfolio companies are expected to hold themselves to a high level of ethical standards and act in accordance with applicable laws and regulations. Our directors, officers, employees and consultants are provided with a copy of STT’s corruption policy and are required to familiarize themselves, and acknowledge their compliance, with such policy.

We adopt a zero-tolerance policy towards any form of corruption and bribery. We will not tolerate bribery, kickbacks or corruption of any kind, directly or through third parties, whether or not explicitly prohibited by this policy statement and its related guidelines and policies or by law.

Our personnel and other persons acting on our behalf (including agents and intermediaries) must conduct their activities in full compliance with this policy statement and its related guidelines and policies, as well as all applicable anti-corruption laws and regulations in the countries where we have business activities (including the Singapore Prevention of Corruption Act, the U.K. Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act), and shall not, directly or indirectly, engage in any corrupt or improper practices.

We also expect those who act on behalf of, or otherwise deal with, us and/or any of our portfolio companies to be aware that this policy statement and its related guidelines and policies underpin the conduct of our business and affairs and in order to work with us and/or our portfolio companies, they need to act in a manner consistent with this policy statement and its related guidelines and policies.

We will strive to ensure that our business partners share our zero tolerance policy against corruption and bribery. We will avoid engaging in business dealings with those known or reasonably suspected to be engaging in corruption or bribery.

All our portfolio companies are expected to have in place and maintain a policy or a code of conduct that is aligned with the key principles set out in this policy statement and its related guidelines and policies including (where necessary) additional rules and procedures applicable to that portfolio company’s operations.

The Ethics Committee is primarily responsible for the oversight, implementation and enforcement of the Anti-Corruption Compliance Policy under the supervision of the Audit Committee.

ST Telemedia is committed to principles of lawful and ethical business conduct. To this end, all employees are encouraged to seek guidance, raise concerns and/or report violations of ethics and compliance matters using the resources provided by ST Telemedia, including under the ST Telemedia Whistle Blowing Policy (“WBP”).

As part of ST Telemedia’s commitment to conduct its business with integrity, employees are encouraged to speak up about their genuine concerns in relation to, among others, any actual or suspected criminal activity, bribery, breach of a legal obligation (including negligence, breach of contract, breach of security, breach of administrative law), miscarriage of justice, danger to health and safety of employees or general public, damage to the environment, and the cover up of any of these issues in the workplace. Employees who have raised concerns or violations in good faith and reasonably believing them to be true, will be protected from retaliation. Further, a whistle blower who has no personal interest in the subject matter of the whistle blowing report would not be expected to prove the case, and his or her duty is simply to raise the concern so that the same can addressed in accordance with the WBP. In rare situation where the whistle blower has a personal interest in the outcome of any investigation to his or her whistle blowing report, he or she may be called upon to prove his or her case.

All reported concerns will be addressed and the investigation will be dealt with in confidence.

An independent (outsourced) service provider has been appointed for employees to raise ethics and compliance related questions or to report a concern or a violation in accordance with the WBP. Where permitted by law, whistle blowing reports may be made anonymously. However, anonymous feedback may not be accorded the same level of attention.

Further, employees who wish to raise any concerns or violations, or feel that they have suffered retaliation from raising such concerns, are encouraged to contact the head of Human Resources or Legal department of ST Telemedia, or a member of the Ethics Committee or Audit Committee.

The Ethics Committee is responsible for addressing questions, concerns and violations raised pursuant to the WBP, providing oversight to any investigations arising thereto and implementing measures of rectification and prevention, where required. All concerns or violations raised will be reported to and reviewed by the Audit Committee. If the subject matter of the whistle blowing report involves a member of the Audit Committee or the Ethics Committee or a member of the department of any Ethics Committee member, such Audit Committee or Ethics Committee member, as the case may be, shall recuse himself or herself from overseeing the investigation of such concerns or violations and the remaining members of the Audit Committee or Ethics Committee, as the case may be, shall have oversight over such subject matter.

ST Telemedia has adopted an Insider Trading Policy (“ITP”) which sets out certain principal guidelines that are intended to help its directors and employees to comply with applicable laws relating to insider trading and to reduce the perception of insider trading.

In general, directors and employees shall not subscribe for, buy, sell or otherwise deal in the securities of any company, including that of ST Telemedia’s investee companies which are listed (each, a “Relevant Investee Company”) while in possession of insider information about such company. As the laws on insider trading are applicable at all times, it is the responsibility of all directors and employees to ensure compliance with the same.

The ITP provides, among others, that subject to certain prescribed exceptions, all directors, senior management executives and employees whose duties require them to obtain or gain access to insider information relating to a Relevant Investee Company (collectively, the “Relevant Persons”) must adhere to the applicable trading black-out periods imposed by that Relevant Investee Companies from time to time, and not deal in the securities of that Relevant Investee Company during the applicable trading black-out periods.

Relevant Persons are also encouraged to check with ST Telemedia’s General Counsel or Head of Risk Management when in doubt as to the trading black-out periods of the Relevant Investee Companies.

Notwithstanding any permitted trading window periods for dealing in securities of any Relevant Investee Company, Relevant Persons are advised to further note that the laws on insider trading are applicable at all times.