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MainOne Vendor’s Code of Conduct

MainOne is committed to conducting business with the utmost integrity and seeks a mutual relationship with you based on trust and respect. As the company’s business providers, you are an integral part of MainOne’ success in the products and services you provide and in how you represent MainOne. Likewise, because of your impact on the ultimate products and services that we provide to our customers, it is important that you act according to the standards of conduct MainOne has established and expects from its business providers.

MainOne’ expectations for responsible conduct are applicable to our business providers, all parties who provide MainOne with products or services, including its potential and current vendors and suppliers, consultants, contractors, agents, and other representatives. These standards of conduct do not address every expectation or condition regarding proper and ethical business conduct. They do not substitute for any contractual obligations between MainOne and its business providers. Throughout these standards, “MainOne” refers to all subsidiaries and affiliates of MainOne Plc. These standards of conduct are not an employment contract or a contract for services.

The following standards of conduct (the “Code of Conduct”) have been established as a resource to help you to understand MainOne’ expectations for all business providers. MainOne employees and business providers alike have a responsibility to establish and maintain business relationships based on integrity.

Dignity and Respect

MainOne is committed to establishing and maintaining relationships with business providers based on dignity and mutual respect. MainOne employees and business providers alike benefit by encouraging each other to value and respect one another and maintain an environment free from discrimination and harassment. These forms of conduct demean others, threaten productivity and can adversely affect the reputation of MainOne, as well as its business providers. Therefore, we maintain a workplace free from harassing conduct, including sexual harassment, racial or offensive comments or jokes, and MainOne expects the same from all business providers.

Health and Safety

The health and safety of MainOne’ customers, employees, business providers, and all others affected by MainOne are important company objectives. Good health and safety practices help everyone perform their jobs without putting people at unnecessary risk. Such practices include, but are not limited to, proper vehicle use and defensive driving techniques, correct handling of hazardous substances, cooperating with health and safety officials, not tolerating any hostile or other violent conduct in the workplace and immediately reporting health and safety concerns.

Environmental Protection

MainOne is committed to minimizing the impact of its operations on the environment and to following sound environmental business practices. MainOne expects our business providers to demonstrate the same commitment to the environment in your business with MainOne by following environmental laws and regulations and MainOne policies related to protecting the environment. These issues include resource conservation programs, use and storage of hazardous materials, maintenance of pollution control systems, regulatory inspections and internal reviews, and timely reporting of potential environmental problems.

Conflict of Interest

Personal interests must not conflict or appear to conflict with your business responsibilities to MainOne. Doing so ensures that MainOne and its customers receive your uncompromised commitment to providing excellent service. Potential conflicts for business providers may include:
• *A relationship with another company that may interfere with your responsibility to MainOne
• *Reporting to a family member or close friend who is employed at MainOne
• *Using any information belonging to MainOne or its customers when serving another company
• *Using MainOne work time for non-MainOne purposes

Company Property and Funds

Just as MainOne uses care when handling others’ assets, it is important that MainOne’ business providers treat property and funds belonging to or in the possession of MainOne with equal care. This includes, but is not limited to, company equipment, supplies, computer and other communications systems, invoices, vouchers, and all other documents that relate to monetary records or transactions. In addition, MainOne’ business providers should only use MainOne e-mail and other computer and communications systems for appropriate MainOne business purposes and in a respectable manner, never accessing or communicating inappropriate content. All business providers are responsible for raising any concerns regarding possible misuse, theft or sabotage of MainOne property.

Company information

Information belonging to or in the possession of MainOne is critical to the company’s success and must be carefully handled and used, especially information that is non-public. It is paramount that our business providers safeguard this information. As a business provider, you should:
• *Understand any specific requirements for using this information and, when not sure, seek guidance.
• *Follow any non-disclosure agreements regarding information belonging to or in the possession of MainOne
• *Never disclose confidential or proprietary information, such as bid information, to unauthorizedparties, including outsiders who may trade securities based on this information.
• *Use caution when discussing this information in public or any place where others may overhear.
• *Prepare, protect, correct and approve records so that they are accurate, truthful, complete and meet applicable standards, including records regarding work time and expenses.
• *Safeguard and appropriately handle information regarding the MainOne brand or logo.
• *Seek approval from your MainOne contact before using information about your connection withMainOne or MainOne’ name or brand identity in any material you plan to make publicly available,such as client lists.

Customer Privacy and Information

As MainOne business providers, you have an important role in helping MainOne to sustain our customer’s confidence in us. To meet this expectation, you should use care in working with all customer information and communications and only access it as authorized. You should also be aware of information and communications and only access it as authorized. You should also be aware of and adhere to MainOne’ general privacy rules in working with customers as contained in the general conditions of contract with MainOne.

Business Courtesies

MainOne is committed to conducting business impartially with its business providers. Therefore, we only exchange business courtesies, such as gifts and entertainment, when doing so helps build mutual trust and does not inappropriately influence decision-making. MainOne only allows employees to exchange business courtesies that meet the standards contained in the MainOne employee Code of Business Conduct. The value of business courtesies cannot be excessive and must never include cash or something that is cash-equivalent, such as gift certificates. Additionally, MainOne does not allow accepting gratuities under any circumstance. When representing MainOne, MainOne expects its business providers to adhere to these same standards.

Fair competition

MainOne works and competes fairly with others to maintain a reputation for integrity. Our business providers can expect that MainOne will never seek to improperly restrain trade through illegal agreements with customers, suppliers or competitors or through independent actions that attempt to improperly gain market share. Likewise, MainOne expects the same from our business providers, whether working on our behalf or in providing us with products and services.
Competitor Disparagement & Competitive Information
MainOne’ relationship with its competitors is based on fairness and trust. This means that MainOne does not disparage competitors in how we describe our or their companies, activities, events, products or services. MainOne also acquires competitive information using proper means and without misrepresentation, not allowing others to violate their responsibility to protect it and, if owned by others, using it only as authorized.

Working with the Nigerian Government

MainOne is a trusted name in serving Nigerian government and other non-governmental organizations. Therefore, when interacting with the federal, state and local governments and their representatives, MainOne’ business providers must conduct themselves with honesty and integrity, including following the rules related to all government relations, exchanging business courtesies and handling classified and national security and other government information. Business providers whose work with MainOne relates to federal government contracts are subject to additional rules and should seek further clarification regarding proper business practices contained in any agreements or contracts with MainOne or from their MainOne contact.

International Business

MainOne conducts business generally in consideration of both Nigerian and international standards and customs and in a way that fosters MainOne’ reputation as a good company to do business with. This includes lawfully transferring MainOne products, services, equipment, information or knowledge across borders, only making proper payments to parties outside Nigeria and only exchanging business courtesies according to MainOne standards and local laws. We expect our business providers, when representing us or working with us, to adhere to these standards.

Anti Corruption

Corruption and bribery or attempting / instigating same are recognized as some of the barriers for sustainable development and a barrier to good business dealing. MainOne does not accept these practices and therefore does not offer or accept any kind of undue payment. MainOne expect business providers to act the same way.

Enforcement and Verification of Compliance with the MainOne Business Code of Conduct

MainOne intends to enforce the terms of the Code of Conduct in accordance with the terms your agreement with MainOne and will not tolerate any departure from its standards. As our Business provider, you are expected to self-monitor your compliance with this Code of Conduct. Furthermore, as part of our compliance verification process, we may utilize internal and/or external (third-party) monitors or investigators to conduct, unannounced, on-site audits of your dealings and facilities. Audits may include but may not be limited to inspections of your physical facilities, records (including bank account) and document review, and interviews with Representatives.
In addition to any other rights MainOne may have under its agreement with you, MainOne may request the immediate removal of any Representative who behaves in a manner that is unlawful or inconsistent with this Code, any MainOne policy, or that is otherwise deemed unacceptable to MainOne.

Reporting Concerns of Misconduct and Compliance Acknowledgement

You are responsible for reporting concerns and potential or actual misconduct that could violate MainOne’ standards of conduct for business providers, or any laws or regulations. You should report a concern or suspected misconduct involving your business with MainOne to the Company Secretary or the Internal Audit department through email Legal.regulatory@mainone.net or Internalaudit@mainone.net
Reports will be kept confidential to the extent permitted by law and MainOne’ ability to address concerns.