CODE OF CONDUCT

Purpose:

The General Tyre and Rubber Company of Pakistan Limited (the “Company”) is committed to conduct its affairs ethically and lawfully. This Code of Conduct establishes policies and procedures that are intended to guide employees, officers, and directors in the performance of their duties and responsibilities and ensure compliance with the Company's commitment to ethical and lawful conduct. These policies and procedures shall apply to all employees and officers (referred to collectively hereafter as "employees") and directors of GTR.

1. Obeying the Law:

The Company takes responsibility to comply with laws and regulations very seriously and each of us is expected to comply with applicable legal requirements and prohibitions.

2. Work Environment:

The Company will maintain a safe work place which is free from discrimination and harassment based on race, religion, sex, age, disability or any other impermissible factor.

3. Consumers Satisfaction:

The Company is committed to produce products that are safe and effective. In developing and manufacturing product, the Company has established and will comply with standards that meet or exceed regulations promulgated by the laws. In manufacturing its products, the Company will comply with all applicable laws and regulations, including those relating to the environment and occupational health and safety.

4. Competition:

The Company will compete for all business opportunities vigorously, fairly, ethically and legally. The Company will comply with all laws, regulating competition and will not discuss pricing, cost, production plans, business strategies, or any other proprietary or confidential information with its competitors.

5. Business Partner:

The Company will represent its products and services accurately and will comply with applicable regulatory and legal requirements governing the marketing and sale of its products and services to become a business partner.

6. Recording and Reporting Information:

In recognition of the fact that accurate information is essential to the Company's ability to satisfy legal and regulatory obligations, all employees and directors will record and report all information accurately and honestly. No employee or director will sign or submit, or permit others to sign or submit on behalf of the Company, any document or statement that he or she knows or has reason to believe is false.

7. Payments:

The Company and its employees and directors will not make any improper payments to government or non-government officials, employees, customers, persons, or entities, nor will the Company or its employees and directors request or accept any improper payment from suppliers, customers, or anyone seeking to do business with the Company.

8. Fair Dealing:

Each employee and director will deal fairly with the Company's customers, suppliers, competitors, independent auditors and other employees and will not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing or practice.

9. Shareholder:

The Company provides all applicable facilities to Shareholders through Registrar and distribution of Dividend Warrants in time, as and when approved.

10. Standard of Conduct:

No employee or director will use, for his or her own personal gain, or disclose to any third party, any confidential or proprietary information that he or she obtained as a result of his or her employment with or relationship to the Company. Confidential or proprietary information includes all non-public information that might be of use to competitors or harmful to the Company and its customers if disclosed. No employee or director will buy, sell, or deal in the Company's stock based on non-public information.

11. Public Activities:

The Company will make no corporate political contributions to parties or individuals, even where such contributions may be legal, but encourages employees and directors to participate in community affairs and to exercise citizenship responsibilities.

12. Corporate Opportunities:

Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Employees and directors are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information, or position, (b) using corporate property, information, or position for personal gain, or (c) competing with the Company.

13. Conflicts of Interest:

No employee or director will engage in any activity or have any outside interest that might deprive the Company of his or her loyalty, interfere with the satisfactory performance of his or her duties, and make it difficult to perform his or her duties for the Company objectively and effectively, or be harmful or detrimental to the Company. Employees and directors must immediately disclose in writing any actual or potential conflict of interest to the Secretary of the Company, for resolution. A conflict of interest occurs when a person's private interest interferes or appears to interfere in any way with the Company's interests and may also arise when an employee or director or a member of his or her family receives improper personal benefits as a result of his or her position with the Company.

14. Protection and Proper Use of Company Assets:

Theft, carelessness, and waste have a direct impact on the Company's profitability. All employees and directors will take appropriate actions to protect the Company's assets and ensure their efficient use for legitimate business purposes.

15. Disclosure of Interest:

All directors and executives notify to the Company Secretary in writing whether they or their spouses have sold, bought or taken any position, whether directly or indirectly, in the shares of the company. In case such persons or their spouses have sold, bought or taken any position in the shares, they shall deliver a written record of the price, number of shares, form of shares (i.e. physical or within CDC) and nature of transaction within four days of affecting the transaction to the Secretary.

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