Code of Conduct

Our Commitment

Pan Nation Energy FZCO (Pan Nation Energy) is committed to adhering to the highest legal and ethical standards in all of its business activities worldwide.

Pan Nation Energy’s Code of Conduct (“the Code”) sets out the principles and core values that guide the Company’s conduct. It also sets the expectations for our employees and business partners, and reaffirms our commitment to always uphold high ethical standards. The Code helps employees by clearly describing the behaviour expected of them and by providing guidance on what to do if they observe or learn of potential violations.

Compliance with laws and regulations, respect for ourselves and for every person and institution we deal with, and conduct that meets high standards of ethics and integrity are at the heart of Pan Nation Energy’s culture. Our success depends on each employee, wherever they are based, observing these standards.

We are expected to follow the spirit of the Code in our day-to-day activities. Any actual or potential non-compliance with the Code should be reported promptly to Management, Legal, or Compliance. The Code also encourages employees to seek guidance before acting if they have any doubt about the appropriateness of a course of action.

Pan Nation Energy’s brand and reputation are valuable assets, and we expect every collaborator, including all employees and members of the Board, to help maintain and protect them.

The Code should guide decision-making, but open communication and timely consultation with those responsible for enforcing the Code are also important to ensure decisions are made in the right way.

No one should ever feel alone if they are uncertain about what is appropriate or if they observe questionable behaviour. Management, Compliance, and Legal are resources you can and should use whenever you have questions, concerns, or need support.

Pan Nation Energy’s Business Principles

We comply with all applicable laws, rules and regulations.

We ensure all of our records are accurate and reflect Pan Nation Energy’s financial position.

We conduct all of our business with integrity.

We treat all of our employees with respect.

We are committed to conducting our business in a responsible and ethical manner.

We protect Pan Nation Energy’s reputation at all times.

Compliance with laws and regulations

COMPLIANCE WITH LAWS

Pan Nation Energy’s businesses and activities stretch far across the globe and fall within the scope of many different authorities and jurisdictions.

Pan Nation Energy requires all of its activities to be in compliance with all of the laws, rules and regulations applicable to it, including those in the physical and financial markets in which Pan Nation Energy operates and trades. Pan Nation Energy works in an open and co-operative way with all of the authorities that regulate its businesses.

Our employees must always know and understand the local and international laws, rules and regulations that apply to them and their activities. Any real or potential conflicts among any of the various laws that apply to our activities should be brought to the attention of Compliance, Legal or Management immediately.

In addition to complying with Pan Nation Energy’s Code, our employees are expected to be vigilant over the conduct of our counterparts. Facilitating any party to breach applicable laws could result in legal consequences and serious reputational damage to our company. Any suspicions that a counterpart is conducting its activities in violation of any laws, rules or regulations should be taken to Compliance or Legal immediately.

MARKET ABUSE

Market abuse means the misuse of confidential information for market manipulation or. Market manipulation includes behaviour that has the effect of artificially distorting or affecting the supply, demand and / or price of a commodity or creating an artificial squeeze on a market.

Any number of activities in physical commodity markets can be considered a market abuse under many of the global market-abuse regulations, especially if they have an impact on a financial commodity market. Breaches of market-abuse regulations can lead to criminal prosecution in many jurisdictions.

Pan Nation Energy expects all of its employees to behave and trade in a way that is appropriate and in compliance with market-abuse rules and regulations. All employees should be familiar with the market-abuse rules and regulations applicable to their activities and should act in accordance with them at all times.

If you are in any doubt as to whether a trade or activity would be potentially prohibited or could be perceived as market abuse, you should consult Compliance immediately.

SANCTIONS AND TRADE RESTRICTIONS

Trade restrictions are put into place by various countries and organisations against certain countries, entities and individuals. Some sanctions apply more broadly than just to the country on which they are imposed. Sanctions are applied in a number of different ways, from bans on all transactions to restrictions on certain types of transactions and activities. It is important to remember that sanctions can change frequently and quickly, and that a transaction that was previously permissible may no longer be allowed.

Pan Nation Energy does not do business with any country, entity or individual if it would breach international sanctions laws. Pan Nation Energy commits to full compliance with all applicable international sanctions laws and has strict policies and procedures in place to ensure compliance.

Pan Nation Energy expects all employees to act in full compliance with its sanctions-related policies.

ANTITRUST AND COMPETITION LAW

Pan Nation Energy competes vigorously and creatively in its business activities and aims to outperform competitors with honesty and fairness. Pan Nation Energy’s efforts and activities are always carried out in strict compliance with all applicable laws and regulations covering fair competition.

Generally, competition (antitrust) laws prohibit combinations of entities or individuals from acting together for the purpose or effect of controlling prices and / or reducing competition. Relevant enforcement agencies have extensive powers, and breaches of antitrust laws can result in criminal prosecution.

Both informal and formal agreements and arrangements fall under the scope of the antitrust laws. Examples of activities that violate antitrust laws include:

• Price fixing – entering into an agreement or arrangement with a third party (or parties) to adhere to certain prices
• Sharing or dividing markets or territories – entering into an agreement or arrangement with third parties that results in a division or apportionment of customers or territories, or a limitation on goods or products
• Boycotting – an agreement to boycott competitors, customers, suppliers or other third parties or jurisdiction
• Collusive behaviour in relation to tenders or auctions
• Information sharing – the disclosure of information such as pricing, costs, margins with a view to tacitly coordinate in a manner that lessens competition

All employees need to be aware of any relevant laws that restrict both formal and informal arrangements with purpose or effect of controlling prices and/or reducing competition. The relevant law may not be a law of the country in which the employee is located, but may be a law of the country where the impact of the arrangement is felt.

All employees are expected to comply with applicable antitrust and competition laws and must avoid giving even the appearance of any of such arrangements or agreements, no matter how informal. Employees should take particular care in industry meetings and discussions.

If you are concerned that Pan Nation Energy is the victim of any anticompetitive behaviour or arrangements between third parties, you should report it immediately to the Legal Department.

All employees are expected to report to the Legal Department immediately any decisions, transactions or contacts with competitors that may raise potential competition issues.

Accuracy of Records

BOOKS AND RECORDS

Information related to Pan Nation Energy’s financial positions and transactions are relied upon by a number of third parties including financing partners, counterparts, regulators, Management, shareholders and rating agencies.

Financial and transactional information is used for regulatory reporting, accounting purposes and the preparation of tax returns. For this reason it is imperative that all financial information and transaction records are accurately reflected in our books and other corporate records on a timely basis.

All books and records and other relevant information must be retained in accordance with Pan Nation Energy’s records and data-retention policies.

Pan Nation Energy conducts all of its financial reporting in compliance with accepted accounting standards, and always in a way that we believe most accurately reflects the true financial position of the company.

Pan Nation Energy files all of its tax returns in compliance with global tax regulations.

Pan Nation Energy expects every employee to ensure that all transactions and financial obligations are accurately recorded in the company’s systems as soon as reasonably practicable. All transactions, book entries and records must be supported by appropriate documentation.

Pan Nation Energy will not tolerate incorrectly recorded transactions or false, artificial or misleading entries in its books or records.

Business and Integrity

OUR PARTNERS AND COUNTERPARTS

Pan Nation Energy is committed to working with partners and counterparts who share the same commitment and dedication to ethical and compliant behaviour.

Pan Nation Energy is focused on building long-term commercial relationships that will benefit the communities in which we operate and the markets in which we trade. Pan Nation Energy operates a rigorous Know Your Customer (“KYC”) programme across its global businesses.

It is prohibited for any employee to enter into a contractual relationship or sign any binding document until full KYC has been completed according to Pan Nation Energy’s KYC procedures.

Pan Nation Energy expects all of its employees to assist with and adhere to the KYC standards set by Pan Nation Energy both at inception of a new relationship and on an ongoing basis during the lifetime of the relationship.

ANTI-MONEY LAUNDERING AND TERRORIST FINANCING

Pan Nation Energy requires all employees to comply with all national and international laws and regulations covering money laundering and terrorist financing that are applicable to its activities. Money laundering is a generic term commonly used to describe the process of hiding the origins of illicit funds.

The offences covered by anti-money laundering laws include:

• Money laundering – Any process by which criminals disguise the original ownership and control of the proceeds of criminal conduct by making such proceeds appear to have derived from a legitimate source. This includes acquiring, using or possessing criminal property; concealing the nature, source, location or ownership of criminal property; converting or transferring criminal property or removing it from a country; facilitating the acquisition, retention, use or control of criminal property; assisting terrorist financing in any other way.
• Tipping off – disclosing (in particular, to the subject) anything likely to effect an investigation or the suspect gets the chance to conceal the fraud.
• Failure to report – not reporting to a Money Laundering reporting officer when there are reasonable grounds to suspect someone is laundering money.

Breaches of anti-money laundering or terrorist financing laws can result in criminal liabilities for corporations and employees.

ANTI-BRIBERY AND CORRUPTION

Bribery is illegal in most of the jurisdictions in which we conduct our business. Corruption and bribery, whether in the public or the private sector and regardless of location, are not tolerated at Pan Nation Energy.

Bribes can take many forms, including cash, credits, discounts, gifts, travel or anything else of value. Bribery is promising, offering, giving or receiving an undue reward or advantage to influence the behaviour of someone in government or business to obtain commercial advantages, whether directly or through an intermediary.

Pan Nation Energy has dedicated policies, procedures and training in place to ensure that employees fully understand the laws around anti-bribery and corruption and understand how to conduct business appropriately. Any breaches of these policies and procedures would cause severe damage to the reputation of Pan Nation Energy and potentially have legal and / or criminal consequences for the company and the employee.

It is Pan Nation Energy’s expectation that its business partners will act in full compliance with global anti-bribery and corruption laws. Pan Nation Energy will only conduct business with entities who contractually commit to this expectation.

Pan Nation Energy expects all employees to conduct themselves appropriately at all times, to be aware of Pan Nation Energy’s policies and procedures and act in full compliance with such policies and all applicable laws.

GIFTS AND ENTERTAINMENT

The exchange of gifts and entertainment can build goodwill in business relationships, but some gifts can create improper influence (or the appearance of improper influence). Some can even be seen as bribes that tarnish Pan Nation Energy’s reputation for fair dealing, or break anti-bribery and corruption laws.

Care should always be taken to ensure that all gifts and hospitality are of an appropriate nature and will not damage Pan Nation Energy’s reputation. Extra care should be taken when considering the provision of hospitality or gifts to any government official or employee.

The laws in respect of government officials or representatives are, in many cases, particularly stringent. In many jurisdictions it is illegal to give anything of value to or to entertain a government official. Those dealing with government officials therefore need to be particularly cautious and familiar with the local laws in the jurisdiction in which they are dealing.

Gifts and entertainment provided by Pan Nation Energy employees must not be excessive or provided to create an obligation and must be consistent with customary business practices.

All gifts and entertainment must be provided in accordance with our policies and procedures.

CONFLICTS OF INTEREST

Pan Nation Energy recognises that conflicts of interest and potential conflicts of interest can arise during the course of business activities, and that those conflicts need to be identified and managed when they occur.

A conflict of interest can occur in any situation where either the aims or concerns of two parties are incompatible or where a person is in a position to derive personal benefit from their official capacity. Conflicts can exist, for example, between Pan Nation Energy and an employee or Pan Nation Energy and one or more business partner.

Conflicts of interest exist where you, or someone close to you, could benefit at the expense of Pan Nation Energy, you are in a situation that could result in lost opportunity for Pan Nation Energy, or you are in a situation that has the potential to affect your objectivity and work performance.

Examples of potential or actual conflicts of interest include having a personal financial interest in a company that operates in an area directly related to your responsibilities at Pan Nation Energy or to which you give business, conducting business on behalf of Pan Nation Energy with a company owned or managed by a friend or relative, using Pan Nation Energy resources for personal benefit or for an outside business, and receiving discounts or anything of value from a party with whom Pan Nation Energy does business.

All employees are required to ensure that any conflicts of interest or potential conflicts of interest are identified and reported as soon as reasonably possible.

CONFIDENTIALITY

Pan Nation Energy takes its confidentiality obligations very seriously and respects the confidentiality of its business partners at all times. Pan Nation Energy complies with confidentiality laws and obligations and requires all of its employees not to disclose confidential information that comes into the employee’s possession as a result of employment at Pan Nation Energy at any time during or after their employment with Pan Nation Energy.

Confidentiality obligations apply to confidential information belonging to Pan Nation Energy, its employees, its investors and shareholders and its business associates, vendors and customers.

Pan Nation Energy has specific policies and procedures relating to confidentiality in respect of certain aspects of its businesses restricting the flow of information within Pan Nation Energy. These policies and procedures must be adhered to at all times.

Any breach or potential breach, including erroneous or inadvertent breaches, must be reported immediately.

Our People

DIVERSITY AND TALENT

Pan Nation Energy strives to be a diverse company where talent is combined with experience to drive our business forward.

Pan Nation Energy’s success is built on the skill sets, enthusiasm and experience of our people, who are the most valuable asset to our company. We strive to attract the very best talent in the industry and also to expand our company through growth of our own talent.

Pan Nation Energy employs individuals in and from several different countries. This diversity gives Pan Nation Energy a broader and deeper understanding of the markets and jurisdictions in which it conducts business.

BEHAVIOUR IN THE WORKPLACE

Pan Nation Energy strives to create an inclusive and safe environment where people can reach their full potential. Pan Nation Energy expects all employees to act responsibly, ethically and in accordance with the spirit of The Code.

Pan Nation Energy’s strength is its workforce. Pan Nation Energy strives to provide a workplace where employees treat each other with respect. Harassment of any kind will not be tolerated. Pan Nation Energy does not tolerate any form of discrimination and promotes equal opportunities for all.

All individuals are judged on the basis of merit irrespective of race, colour, nationality, ethnic origin, age, religion, gender, sexual orientation, marital status or disability.

Responsibility and Ethics

HUMAN RIGHTS

Pan Nation Energy supports and promotes human rights for all. Pan Nation Energy does not believe that child labour, forced labour, illegal labour or abusive labour is acceptable in any jurisdiction. Pan Nation Energy will not tolerate working conditions or workers being treated in any way that breaches international law and practices.

All employment laws and regulations are followed by Pan Nation Energy, including those relating to rules about employment age, discrimination and equal rights.

HEALTH, SAFETY AND ENVIRONMENT

The activities we undertake are managed to the highest environmental, health and safety standards. Pan Nation Energy operates its businesses under a set of Health, Safety and Environmental Principles and complies with all relevant laws and regulations.

We select business partners whom we believe share our commitment to act responsibly and in consideration of HSE risks. The infrastructure that we use, including transportation and storage facilities, go through Pan Nation Energy’s due diligence processes.

All Pan Nation Energy employees have the right to work in a safe and healthy environment. Pan Nation Energy companies and assets conform to industry Health, Safety and Environmental standards and regulations and, where appropriate, have dedicated HSE teams responsible for implementation of and compliance with Pan Nation Energy’s HSE policies and procedures.

Pan Nation Energy expects all of its business partners to operate to high Health, Safety and Environmental business standards.

All employees are expected to comply with Pan Nation Energy’s policies related to environmental health and safety, including its HSE Principles.

COMMUNITY

Pan Nation Energy has a responsibility to contribute to and respect the communities in which it operates. We are committed to conducting our business in an ethical and responsible manner and always in consideration of the local community.

In the communities where we operate, we employ local people to manage and run our facilities. This helps to create more sustainable businesses and operate our activities in an empathetic manner.

PROTECTION OF PAN NATION ENERGY

Pan Nation Energy’s employees and management work hard to develop the brand and good reputation of Pan Nation Energy. We are trusted because of our strong compliance culture, our strong approach to risk management and the strength and depth of our talented employees across the globe. A strong reputation takes a long time to develop and is the result of the dedication and hard work of the company and its many employees.

Even the best reputation can be destroyed overnight by just one event or by the actions of only a few individuals. We therefore ask that each and every one of you continuously act in a way that safeguards and advances our strong reputation and does not put at risk what we all work so hard to build.

Each employee is a representative of Pan Nation Energy, and we expect you all to conduct yourselves appropriately and in compliance with The Code at all times.

Whistleblowing, Enforcement, and Compliance

REPORTING VIOLATIONS

All employees are expected to report to Management, Compliance or Legal any violations, suspected violations or potential violations of the Code irrespective of who is involved.

Pan Nation Energy will ensure that no retaliation or adverse work-related consequences will result from this. Pan Nation Energy views active employee participation in compliance affairs and the protection of our company positively and welcomes any contribution by its employees to preserve the ethical culture, strength and stability of Pan Nation Energy.

Pan Nation Energy maintains an active policy to protect whistle-blowers. Copies of this policy, which provides details of Pan Nation Energy’s non-retaliation commitment and details about how to make a report, are available by entering the term “Whistleblower” in the search section of Pan Nation Energy’s cloud-sharing system.

ENFORCEMENT OF THE CODE OF CONDUCT

Breaches of The Code will be taken seriously by Pan Nation Energy and appropriate disciplinary action, potentially including dismissal, will be taken against any employee in the event of a breach or attempted breach of The Code.

OBTAINING ADVICE

If you have any concerns, doubts or questions regarding the principles outlined in this Code, or The Code itself, you should contact Management, Compliance or the Legal Department for guidance.