The greatest standards of professionalism and ethics are expected of all of Nocturne International General Trading L.L.C (the "Company") employees, officials, and directors. The success of the company's operations depends on its shareholders' perception of the company's honesty and integrity. No employee, officer, or director shall be allowed to get what they want by breaking the law or other rules or engaging in dishonest business practices.

The company wants to make sure that all of its business practices are in line with the regional economic and social priorities. Although regional customs and business settings can vary in terms of norms of ethics, the Company's business operations must always be conducted with honesty and integrity.

This Code of Business Conduct and Ethics (this "Code") explains the fundamental concepts and standards that all employees, officials, and directors are required to abide by and reflects the Company's commitment to a culture of honesty, integrity, and responsibility.

You are expected to seek advice in any situation where there is a doubt regarding compliance with both the language and spirit of the Company's policies and applicable laws, in addition to adhering to this Code in all facets of your business activities. The specific policies and procedures included in the different employee handbooks of the Company and its subsidiaries (the "Employee Handbooks") do not replace the broad principles set forth in this Code. Your assistance is essential to the Company's sustained commercial success as well as to the development and upkeep of its standing as a respectable corporate citizen.


All employees, officials, and directors are in charge of guarding against the improper or illegal disclosure of proprietary or sensitive information. Employees, officials, and directors must always protect the company's trade secrets and confidential information both while they are employed by or associated with the company and afterward (unless disclosure is required by law or is permitted by the company).

All non-public information that, if made public, could be useful to rivals or detrimental to the company or its clients is considered confidential information. Additionally, it contains data that consumers and suppliers have trusted the company with. Financial information is particularly sensitive and should always be treated as private, unless the Company has approved its dissemination or the information has already been made public.

Employees should not discuss personal compensation information, subject to the following, and employees (other than those in Human Resources) must not provide personal or employment information (i.e. references) about current or former employees to third parties. These are the basic rules to follow when dealing with the Company's confidential and proprietary information. Only the employee's start date, last day of employment, and positions will be confirmed by Human Resources. Salary verification requires written authorization.

This policy is not intended to apply to or limit conduct that is otherwise protected by law, such as participating in protected concerted activity under Section 7 of the National Labor Relations Act, which includes talking about pay, hours, and/or working conditions. Of course, the Company will not enforce this policy in a way that infringes on the legal rights of employees.


Employees, executives, and directors have a duty to the Company to further its legitimate interests whenever they have the chance to do so while performing their duties or responsibilities. Employees, directors, and officers are prohibited from (i) using corporate assets, knowledge, or positions for personal gain; (ii) using corporate assets, knowledge, or positions for competitive advantage; and (iii) engaging in competition with the company, in each of the aforementioned situations, to the material detriment of the company.

The Audit Committee, in the case of an executive officer or director, or the Legal Department, in the case of any other employee, will decide whether any of the aforementioned actions is to the material detriment of the company based on all pertinent facts and circumstances, including whether the company has previously declined to pursue such proposed opportunity for its own benefit.


The efficient and responsible use of the company's resources and assets should be encouraged by all employees, officials, and directors. Assets owned or leased by the Company or otherwise in its possession, such as confidential information, money, supplies, products, materials, software, facilities, and other assets, may only be used for authorized business purposes. They may never be used for illicit activities. Even if you leave the Company, you still have to fulfill this responsibility. The profitability of the Company is directly impacted by theft, negligence, and waste.

The efficient and responsible use of the company's resources and assets should be encouraged by all employees, officials, and directors. Assets owned or leased by the Company or otherwise in its possession, such as confidential information, money, supplies, products, materials, software, facilities, and other assets, may only be used for authorized business purposes. They may never be used for illicit activities.

Even if you leave the Company, you still have to fulfill this responsibility. The profitability of the Company is directly impacted by theft, negligence, and waste. Any suspected instances of fraud or theft should be reported right away for review. 5 Each employee, officer, and director is individually liable for taking all appropriate measures to safeguard the Company's assets entrusted to them. The Company's property, products, and intellectual property, such as trademarks, trade secrets, patents, and copyrights, as well as business, legal, and marketing plans, manufacturing ideas, designs, records, unpublished data and reports, employee information, and other proprietary information, are all subject to this obligation to protect the Company's assets.


The laws of the towns, states, and nations in which we conduct business must be respected and obeyed by all workers, officials, and directors, and any appearance of improper behavior must be avoided. Failure to follow this Code and applicable laws by employees, officials, or directors will result in disciplinary action, up to and including termination from the Company.

Additionally, if you learn of any information that you think shows that the Company, or any employee, officer, or director has materially broken any laws, rules, or regulations that apply to the Company and the conduct of its business, you should bring it to the Legal Department's attention.


The Company's best interests must always come first for all workers, officials, and directors. When a company employee, officer, or director is in a position to (i) compete with the company rather than support it, or (ii) make a business decision based not on the interests of the company but rather for his or her own 2 personal benefit, a conflict of interest exists (for instance, you direct the company to conduct business with a company that you, your friends, or relatives control without obtaining the necessary prior approvals as required by the se). Conflicts can also occur when an employee, officer, or director acts in a way that interferes with their ability to properly carry out their duties and commitments, or when they have personal or family obligations. 

Conflicts of interest can also occur when an employee, officer, or director receives improper personal benefits as a result of their position with the company (other than in accordance with the company's policies concerning entertainment, gifts, favors, and gratuities set forth in the separate Employee Handbooks). The Company forbids the use of any Company vendor by (i) any director, executive officer, division head, or country head, or (ii) any employee who interacts with a Company vendor as part of his or her regular duties, with the exception of common carriers and utilities at published prices, in order to avoid even the appearance of a conflict of interest.

It is against company policy for any employee to resale goods acquired from the company at a discount, and all reduced sales from the company to its workers are for the personal use of such employees. Since it is not always simple to determine whether a conflict of interest exists, any potential conflicts must be immediately reported to the General Counsel, Chief Human Resources Officer, and Head of Internal Audit in the case of potential conflicts involving an executive officer or director, or to the employee's supervisor or a representative of Human Resources in the case of potential conflicts involving any other employee.

If maintaining anonymity of the identity is necessary to address the issue, confidentiality will be respected, with the exception of what is necessary to carry out an efficient inquiry or what is needed by applicable law, regulation, or legal processes.

The company is aware that dealings with any of its directors, executive officers, shareholders who hold 5% or more of the voting stock, or with members of their immediate families or entities connected to them, can present potential or actual conflicts of interest and give the impression that decisions are being made by the company that are not in its best interests or the interests of its shareholders. 


In addition to the Company's own high standards of production, each item must be made, packaged, and labeled in complete accordance with all applicable legal requirements. The Company is proud of the quality of its products. Additionally, all marketing and advertising conducted by the Company must be truthful. All business- and merchandise-related innovations, conceptions, advancements, discoveries, and ideas that an employee has throughout the course of his or her employment with the company belong to the company and the employee has no ownership interest in them. Additionally, the company's trademarks are important assets that define the brand of the business. All personnel must always work to safeguard the company's trademarks, according to the company. In rare cases, people or other third parties could try to sell fake goods by exploiting the company's trademarks. It is your responsibility to notify the Legal Department as soon as possible if you come across any merchandise that is not being sold through a Company store or outlet, an authorized department store, or a specialty store but bears any of the Company's trademarks on the labels, price tags, hang tags, packaging, or in any other way.


Each employee, officer, and director should make an effort to treat customers, suppliers, competitors, and workers of the company fairly when performing their duties and obligations. No employee, officer, or director shall engage in any illegal activity, manipulation, deception, abuse of privileged knowledge, distortion of material facts, or any other unfair-dealing practice that would give an unfair benefit to another person.


The business conforms closely to the requirements of the antitrust laws and supports free and open competition. In general, any interaction with a rival may raise issues with the antitrust rules. Therefore, without first getting the OK from the Legal Department, all employees, officers, and directors should avoid any such contact relevant to the business of the Company or the rival. The following broad guidelines for dealing with competitors are provided by the company: It is against the law for competitors to make agreements about prices, whether they be in writing or verbally. In other words, these agreements alone represent antitrust law infractions. There are no instances in which agreements between rival businesses over prices may be justified. Price fixing is a crime that could result in significant fines and penalties for the company as well as jail time and fines for the guilty employee.

Even in the absence of a formal price agreement, the antitrust rules may still be broken. In some cases, even without an express understanding, a price-fixing agreement may be inferred from actions, such as the sharing of price information, and through contacts between rival businesses. Although the communication of price information is authorized under certain conditions, Company personnel shouldn't engage in such exchanges without first getting the Legal Department's clearance.

Competitors who overtly or implicitly agree to divide markets by region or clients are in violation of the antitrust rules.

The antitrust laws explicitly prohibit competitors from deciding to avoid doing business with a specific client or provider. The antitrust rules can be broken even in the absence of an express understanding, just like with deals to fix pricing.

Any interactions between rival businesses on issues with any clients or suppliers should be avoided as they may be in violation of antitrust regulations.


The Company is accountable for some tax obligations, just like every other party it deals with. The Company takes these obligations seriously and demands the same of its vendors and any other third parties that represent it. As an employee or director, you are expected to refrain from taking any actions that could compromise our Company's tax payment obligations and to refrain from helping any third parties with whom you come into contact while performing your job to escape taxes. 

Tax evasion is a felony that happens when someone intentionally tries to avoid paying taxes, and anyone who helps them do so runs the danger of being held accountable. Please refer to the Company's separate Non-Facilitation of Tax Evasion Policy for more details on the company's stance on tax evasion and its facilitation.


The business is dedicated to creating a respectful working environment for all employees. Every person has the right to work in a setting that fosters equal employment opportunities (without harassment or discrimination based on age, disability, citizenship status, marital status, sexual orientation, or any other characteristic protected by law) and outlaws discriminatory acts, such as harassment. Harassment involves unwanted sexual advances and disparaging remarks based on racial or ethnic traits.

You are urged to speak up if a coworker's actions make you uncomfortable and to report harassment. Retaliation against anybody who discloses a violation in good faith, including anyone who reports discrimination or harassment or takes part in an investigation into a reported violation, is prohibited by the company. 


All employees will work in a setting that is committed to safety, health, and comfort. The Company will not intentionally allow unsafe circumstances to exist or allow personnel to take part in unsafe behavior. Violence, physical intimidation, or threats of violence are not permitted. Every work-related injury, no matter how minor, must be reported by each employee to their manager. Additionally, it is against the law to consume, possess, sell, or be under the influence of alcohol, illegal drugs, or controlled substances while on company property, while conducting business for the company, or while performing company-related tasks. Violations of this rule may result in termination of employment. Additionally, smoking is never permitted anywhere on the Company's property. 


While involved in their personal and civic affairs, employees must always make it clear that their views and actions are their own, and not those of the company. The company respects each of its employees' right to participate in the political process and to engage in political activities of his or her choosing. Employees are not permitted to utilize company funds to promote the political parties, causes, or candidates of their choice.


A bribe or other inappropriate payment is not a proper method of conducting business and subjects both the Company and you to legal consequences on both a criminal and civil level. The Company does not support any kind of bribery, including funds used for "facilitating" or "grease" work. While all types of commercial and public bribery are forbidden, extra caution must be used when interacting with government officials, especially those who work for government-owned businesses, to avoid actual or apparent bribery. Different from the appropriate, constrained expenses for amenities mentioned above are improper payments. Any employee, officer, or director who is unsure whether a specific spending may be considered a legal amenity or an illegal bribe should direct that inquiry to the legal department.


This Code cannot and is not meant to cover every scenario you might run into. There will be times when you are faced with situations that are not addressed by policy or procedure, and you will need to decide what to do. The Company advises you to use caution in those situations and seek advice from your manager, supervisor, human resources, or the legal department.