Supplier Code of Conduct

1. Purpose

(a) This Code sets out the minimum standards of behavior that Etihad Rail PJSC (Etihad Rail) requires from you as its Supplier. We require you to comply with these standards and ensure all your employees, agents and your sub-contractors do the same.

(b) We may ask to review your business practices and standards in order to be comfortable that they reflect this Code. We may also require you to provide appropriate and reasonable access to information that will enable us to gain such comfort.

2. Scope

(a) This Code applies to our Suppliers, which includes their sub-contractors. Our Suppliers are people and companies who supply goods and/or services to Etihad Rail or to another person or company on Etihad Rail’s behalf.

(b) Sub-contractors are only required to comply with this Code where their work is connected to that of Etihad Rail and its subsidiaries.

3. Terms and Abbreviations

1.Bribery

A form of corruption wherein an individual gives or offers to give, receives or solicits anything of value to secure an improper advantage by influencing an official act or business decision. Bribes can be payments of money, gifts, entertainment, hospitality, privileges and favors.

2. Code

The Etihad Rail Supplier Code of Conduct.

3. Etihad Rail

Etihad Rail PJSC.

4. Fraud

Any act or omission done with the intent designed to mislead others, performed by one or more persons in order to appropriate, benefit or secure an unfair or unlawful gain. These acts can be Bribery, Corruption, misappropriation of assets, forgery, falsification of documents, deception, embezzlement and computer fraud, intentional violation of Etihad Rail’s policies and procedures, and any other illegal, unethical or inappropriate act which falls within the spirit of this definition.

5. Speak Out Channels

Includes the Speak Out email address and the hotline number that can be used to report actual or potential concerns.

6. Supplier

Entities which supply goods and/or services to Etihad Rail or to another person or company on Etihad Rail’s behalf.

4. Policy Statement

(a) We are fully committed to conducting our business in accordance with the highest ethical standards. We have issued this Code to provide guidance for you, as a Supplier, to uphold these standards.

(b) We expect you to familiarize yourself with and to act at all times in compliance with all local and international laws, rules and regulations and all Etihad Rail internal policies notified to you– including this Code – that are applicable to you.

(c) This Code is not meant to be exhaustive. It provides guidance for carrying out business with or on behalf of Etihad Rail and observing the highest standards of ethical conduct. Because it is not possible to cover every situation that may arise, you are responsible for exercising good judgment – guided by the provisions of this Code – and raising questions when in doubt.

(d) Etihad Rail may update and amend this Code from time to time.

4.1. Compliance and Integrity

Suppliers must comply with all applicable laws and regulations and act with integrity and to the highest ethical standards at all times.

(a) You must ensure that you comply with all applicable local and international laws and regulations in the countries in which you operate or conduct business.

(b) You must comply with the highest ethical and operational standards so as not to harm the reputation or prospects of Etihad Rail. It is critical to our business that our supply chains are transparent and operate to the highest standards.

4.2. Anti-Bribery, Corruption and Fraud

Suppliers must not engage in any corrupt or fraudulent practices and must at all times act with professionalism and integrity in all their business dealings and relationships for or on behalf of Etihad Rail.

(a) We have zero tolerance for any form of bribery, corruption or fraud.

(b) You must comply with all applicable bribery and corruption laws, regulations and standards, and behave ethically in all business dealings for and on behalf of Etihad Rail.

offer, promise or give a bribe or other improper payment or advantage to anyone. You must also not ask for or receive a bribe;

make a facilitation payment (being payments to any government entity or public official to expedite or secure the performance of routine government actions), except where making such a payment is required to avoid risk to life or personal injury; or

make any payments to public officials and you should disclose to Etihad Rail any close connections you have with the same.

(d) You must have and maintain comprehensive policies to manage bribery, corruption, and fraud- related risks in your business effectively.

4.3. Gifts and Entertainment

Suppliers must not give or receive any gift or entertainment in connection with Etihad Rail business which is intended to obtain an improper advantage.

(a) We understand that modest, reasonable, and appropriate gifts, hospitality, and entertainment are often a legitimate part of doing business. However, before offering or accepting any gifts, hospitality or entertainment, you should make sure that they are lawful, appropriate, and will not influence the business relationship or any associated decision-making.

(b) In particular, you should not offer, seek or receive, in connection with Etihad Rail business, any:

gifts, hospitality or entertainment to any public officials;

gifts that are cash or cash equivalents (such as a voucher or gift card); or

gifts, hospitality or entertainment during an open bidding process involving anyone concerned in that process.

4.4. Money Laundering and Terrorist Financing

Suppliers must act with integrity and accountability and in compliance with relevant anti-money laundering and counter-terrorist financing laws.

(a) We have zero tolerance for any form of money laundering or terrorist financing:

(b) You must not engage in and/or facilitate money laundering and terrorist financing in any way whatsoever. We expect you to deal only with reputable counter-parties (including subcontractors) and to have robust processes in place to prevent and detect any illegal payments or illegitimate business activities or transactions.

4.5. Conflict of Interest

Suppliers must avoid, to the extent possible, activities that could create an actual conflict of interest, or give the appearance of a conflict of interest.

(a) A conflict of interest is a situation in which a person has a professional or personal interest competing with his or her responsibilities towards Etihad Rail. Such competing interest may make it difficult for a person to fulfil his or her duties impartially.

(b) Etihad Rail expects you to avoid any activity that creates any actual, potential or perceived conflict of interest between you and us, or otherwise in relation to the business relationship between us. You must inform Etihad Rail of any such conflict, for example, if there is a personal connection between individuals in your organization and Etihad Rail.

4.6. Integrity and Work Ethics

Suppliers must conduct themselves in an ethical and professional manner.

(a) When undertaking business for Etihad Rail, your behaviour can reflect directly on our image culture and reputation. You must therefore behave appropriately and with a high level of professionalism at all times.

Suppliers must not tolerate any intimidating behaviour or harassment by or against its employees. Employees must behave respectfully and appropriately at all times.

(b) You must treat all employees fairly, with dignity, and with respect. You must not condone any form of unfair treatment, bullying or harassment.

(c) You must adopt policies, such as an employee code of conduct that provides guidelines on acceptable behaviour of employees.

Suppliers must comply with all applicable laws and regulations regarding environment, health and safety and must work in a way that assures their own safety and the safety of others.

(d) You must provide a healthy and safe working environment for all of your employees. This involves complying with all relevant laws and standards, adopting appropriate health and safety management and reporting systems, undertaking continual reviews, and taking appropriate action to manage any identified risks.

4.7. Reporting

(a) We are committed to conducting our business in accordance with the highest ethical standards. If you have any concerns over any known or suspected violations of this Code, or the conduct of any of your sub-contractors or Etihad Rail’s employees, you should refer these to us as soon as possible by: Emailing: speakout@etihadrail.ae.

(b) We will investigate any concerns raised. If we believe that you are not complying with the standards set out in this Code, we will seek to discuss the issue with you in the first instance. If any remedial actions are required, we will expect you to implement them promptly and effectively.

4.8. Non-compliance

We take any violations of this Code seriously and may consider any non-compliance to be a material breach of contract. We reserve the right to end our business relationship with you in circumstances where:

such non-compliance has or may have a material adverse impact on our business or reputation;

you have repeatedly breached this Code and have failed to take appropriate steps to ensure compliance with the Code; or

you have undertaken illegal activity or have failed to comply with applicable laws and regulations.

4.9. Updates

We may update this Code from time to time. We will provide you with updated versions of the Code. It is the responsibility of Suppliers to ensure that they read, understand, and comply with the most up to date version of this Code.

Suppliers’ Code of Conduct