THIRD PARTY CODE OF ETHICS POLICY

1.1. Purpose

Aquila is committed to ethical business practices and to acting with integrity in all aspects of its business. Aquila’s reputation for integrity is a vital business asset that depends upon the commitment of all Aquila directors, officers and employees everywhere to act in accordance with Aquila’s Code of Conduct and all applicable laws and regulations. Aquila’s reputation depends not only on its own conduct, but also on the conduct of those with whom it does business.

1.2. Policy Application

It is Aquila’s goal to ensure that all of its business partners reflect the same high ethical standards as Aquila and demonstrate a commitment to compliance with all laws governing their activities, including laws prohibiting misconduct, bribery or corruption

1.3. Third Party Code of Conduct

Aquila takes enormous pride in its reputation for integrity which is vital to our success as a Company. The strength of Aquila’s reputation is based, not only on our own conduct, but also on the actions of those with whom we do business. For that reason, we aspire to work only with third parties who share our values and reflect the same high ethical standards.

This Third Party Code of Conduct has been developed to convey our expectations regarding the ethical conduct we expect from our suppliers, distributors, agents, customers, research partners, and all other third parties with whom we work (our “Third Party Partners”). Sections of this Third-Party Code are modelled on, or contain language from, the Universal Declaration of Human Rights and the standards of the International Labour Organization.

We require our Third-Party Partners to take reasonable steps to ensure that this Third-Party Code of Conduct is communicated throughout their organizations and made available to their employees and subcontractors who work on Aquila business.

We expect you, as our Third-Party Partner, to share our commitment to comply with the following standards to the extent they are applicable to our business relationship:

Compliance with Laws

As a Third Party Partner working with Aquila, you are required to comply with all applicable laws, rules, regulations and treaties, including but not limited to laws related to anti-bribery, competition, business conduct, product quality and ingredients, environmental standards, occupational health and safety, privacy and data protection, labor and employment, and any other laws described herein or that are otherwise applicable to the products and/or services you provide to Aquila in all locations in which you conduct business operations.

Anti-Bribery

Aquila’s is committed to dealing legally and ethically. We require all of our Third-Party Partners to comply with the Aquila’s Anti-Bribery Policy, as well as with all applicable anti-bribery laws.

All Third-Party Partners acting on our behalf or in connection with our business are prohibited from giving or offering anything of value directly or indirectly to any government official or entity in order to improperly obtain any business advantage or affect any government act or decision. This prohibition includes facilitating, expediting or “grease” payments made to government or business officials, either directly or indirectly, in order to expedite any official service or function.

Company policy requires advance written approval from Aquila’s Managing Director before any funds may be provided to or spent on behalf of government or business officials or entities. This includes any funds spent by our Third-Party Partners such as gifts, donations, sponsorships, lecture fees or other payments, as well as meals, travel, entertainment or other items of value. If you anticipate that you will make any such expenditure on Aquila’s behalf or in connection with our business, you must provide advance notice to Aquila in order to obtain the required approval.

In addition to prohibiting the bribery of government officials, Aquila also prohibits its employees and Third- Party Partners from engaging in the bribery of private parties.

Antitrust / Competition Law

Aquila requires that all our Third-Party Partners conduct their business in full compliance with applicable competition laws. These laws are intended to promote free and fair competition in order to benefit consumers. Under these laws, companies may not interfere with the market forces of supply and demand. Rather, they must compete for business through means such as offering lower prices, more innovative products and better service. Prohibited actions include, but are not limited to, abuse of a dominant market position as well as any agreements or understandings among commercial parties that

affect prices (e.g. price fixing, market allocation, group boycotts, resale price maintenance, unlawful discrimination on prices or restrictions on trade, etc.).

Confidential/Proprietary Information

Our Third-Party Partners must respect Aquila’s intellectual property, trade secrets and other confidential, proprietary or sensitive information and may not use or disclose any such information except in accordance with their contract with Aquila or with Aquila’s prior written consent. Any information or data regarding Aquila must be treated as confidential at all times unless that information becomes publicly available through no fault of the Third-Party Partner.

Our Third Party Partners may not disclose Aquila’s confidential or proprietary information to persons outside of their organizations, nor may they disclose such information within their own organizations except on a strict “need to know” or “need to use” basis for the purpose intended by Aquila. Third Party Partners are also prohibited from using this information for their own benefit or the benefit of any other person or entity besides Aquila.

Aquila’s policy is to work with Third-Party Partners on a non-confidential basis wherever possible. We therefore expect our Third-Party Partners to provide Aquila with only non-confidential, non-proprietary information and to agree that Aquila may disclose or use any information or ideas disclosed by the Third- Party Partner in any way without compensation or legal responsibility to anyone. Nothing in this section is meant to modify or negate an existing confidentiality or non-disclosure agreement between Aquila and one of its Third-Party Partners.

Aquila will only accept confidential information from a Third-Party Partner if it is necessary and only after a written agreement with the appropriate safeguards has been put in place. Our Third-Party Partners must also understand and acknowledge that Aquila may have or may undertake other projects or programs related to the same or similar areas as those discussed with a given Third Party Partner.

Data Privacy

As our Third-Party Partner, you must respect the privacy of Aquila employees, consumers, customers, suppliers and other Third-Party Partners, and must take all reasonable and appropriate steps to safeguard personal information provided pursuant to your business relationship with Aquila. We require our Third-Party Partners to collect, process, use, store and retain personal information obtained from Aquila, or about Aquila employees, consumers, customers, suppliers, and other Third-Party Partners, only as necessary and in compliance with all applicable data privacy and data protection laws.

In the event that a Third Party Partner collects, processes, uses, stores or retains personal information at Aquila’s request or on Aquila’s behalf, such Third-Party Partner will be required to agree to certain contractual obligations with Aquila to ensure that it complies with Aquila’s standards regarding the protection of such personal information.

Ethical Dealings

Honest dealing among business partners is essential to sound business relationships. Aquila seeks to give fair and equal consideration to all potential and existing Third-Party Partners, and to base our decisions on objective criteria such as price, quality, and service capability as well as reliability and integrity. We extend no personal favors on prices, promotional allowances, marketing assistance or the like. Giving or receiving any kickbacks, bribes or similar improper benefits of any sort is prohibited. We expect our Third-Party Partners to demonstrate these same high ethical standards and to conduct all business transactions with integrity and fairness.

Expenses

Aquila will not reimburse expenses incurred by a Third-Party Partner unless expressly identified as reimbursable in a written agreement with Aquila or otherwise pre-approved by Aquila in writing prior to being incurred. Any expense to be reimbursed by Aquila must be supported by detailed documentation including valid invoices or receipts.

Gifts

Aquila employees are prohibited from giving or receiving gifts, payments or other benefits or items of value that could influence, or appear to influence, any business decision. We ask our Third-Party Partners to respect this policy, and refrain from offering any Aquila employee (or close family member of an Aquila employee) a gift or other benefit that is more than nominal in value (over USD 50.00.) While Aquila employees may accept a gift from a Third-Party Partner with a value of less than USD 50 USD, they may do so only once per calendar year.

Health and Safety

Our Third-Party Partners must provide a safe and healthy work environment for all employees working at their sites by maintaining a focus on health and safety and complying with all applicable laws, rules and regulations. Any person providing on-site services in any Aquila facility is required to adhere to Aquila’s occupational health and safety standards.

International Trade Regulations

Aquila requires our Third-Party Partners to comply with applicable trade and import regulations. When working on Aquila business, our Third-Party Partners are also required to comply with trade regulations, regardless of where in the world they are operating. Specifically, these regulations require that business may not be conducted on Aquila’s behalf with any persons, entities or countries subject to sanctions or embargo. In connection with Aquila business, our Third-Party Partners are also prohibited from participating in boycotts that are not sanctioned by the Kenyan Government or the United Nations.

Labor Practices and Universal Human Rights

Aquila strongly opposes the use of illegal child labor, forced or bonded labor, human exploitation, and all other forms of unacceptable treatment of workers. It is Aquila’s policy not to work with any third parties known to violate labor laws or otherwise utilize inhumane labor practices, including exploitation, physical punishment, abuse, involuntary servitude or other forms of mistreatment.

Aquila is committed to respecting human rights and seeks to work with Third-Party Partners who promote the following standards in accordance with applicable law:

1. Equal opportunity for employees at all levels regardless of color, race, gender, gender identity, age, ethnicity, national origin, sexual orientation, marital status, religion, disability or any other characteristic protected by law;
2. A safe and healthy workplace that promotes wellbeing and protects the environment;
3. Wages that comply with all applicable laws and regulations;
4. Adherence to legally mandated work hours and compensation for overtime hours in accordance with local laws; and
5. Respect for employees’ lawful freedom of association and recognition of all legal rights to organize and collectively bargain.

Protecting the Environment

Aquila places a high value on the protection of our environment and is committed to doing our part to help preserve the Earth’s finite resources. We expect our Third-Party Partners to comply strictly with the letter and spirit of applicable environmental laws and regulations, as well as the public policies they represent. Any person providing on-site services in an Aquila facility is required to adhere to Aquila’s environmental standards.

Quality Standards

Aquila will only do business with Third-Party Partners that produce, package, store, ship or otherwise handle product and or services in accordance with the good manufacturing, distribution and professional service practices prevailing in their respective industries.

Counter-terrorism, anti-money-laundering and sanctions policy

Aquila strives for its assets are safeguarded and properly used to meet its business objectives. Our resources must not be used to support criminal or terrorist purposes or in any way that breaches applicable sanctions.

We will assess the risks of becoming involved with terrorism and money laundering, and of breaching applicable sanctions. We will put in place proportionate measures to manage those risks, while continuing to work in difficult and challenging places.

Aquila is committed to:

1. Having systems, procedures and controls in place to ensure that it manages the risk of becoming involved in financing or supporting terrorist activity, money laundering, or breaching sanctions
2. Checking that those we work with are not on any lists of proscribed terrorist groups or persons, financial sanctions lists or other regulatory compliance lists, and assessing the risks if they are
3. Training its staff so that they have an awareness of the risks related to terrorist activity, money laundering, and breaching sanctions
4. Ensuring that its staff understand their obligations to report any actual or suspected terrorist activity or money laundering
5. Meeting its obligations to report to external authorities.

We require all those who deal with or receive our services to act in accordance with this policy to ensure that our services or contributions do not support terrorist activity or to launder money.

Welfare of Animals

Where applicable, Aquila’s Third-Party Partners, and any external facilities they utilize or support, must meet or exceed all industry standards and regulations regarding animal care, handling and welfare. We expect our Third-Party Partners to demonstrate high ethical standards concerning animal welfare.