Code of Business Conduct & Ethics

This Code of Business Conduct and Ethics (“Code of Business Conduct”) of Pakistan LNG Limited (“Pak LNG” or “Company”) covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all of our personnel and may require conduct that exceeds legal minimums.

This Code of Business Conduct applies to every member of the Board of Directors, officer and employee of Pak LNG.

To further Pak LNG’s fundamental principles of honesty, loyalty, fairness and forthrightness, the Company has established this Code of Business Conduct. This Code of Business Conduct strives to promote the following objectives and to deter wrongdoing:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
• Full, fair, accurate, timely and understandable disclosure in all reports and documents required to be filed with or submitted to the Securities and Exchange Commission of Pakistan (the “SECP”) and in other public communications made by the Company;
• Compliance with applicable rules and regulations of the applicable exchange and with applicable governmental laws, rules and      regulations;
• Prompt internal reporting of violations of the Code of Business Conduct to an appropriate person or persons identified in the Code of Business Conduct; and
• Accountability for adherence to this Code of Business Conduct.

I. Compliance with Laws
The activities of the Company and each director, officer and employee are expected to be in full compliance with all applicable laws, rules and regulations in the city and country in which the Company operates. It would be impossible to summarize here all of the laws, rules and regulations with which the Company and its directors, officers and employees must comply. However, each director, officer and employee of the Company is expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to him or her in his or her position with the Company.

Each employee is responsible for consulting with his or her manager or a Compliance Officer (as defined below) to etermine which laws, regulations and policies apply to his or her position and to undertake training as may be necessary to understand and comply with such laws, regulations and policies. If any director, officer or employee has any questions about his or her obligations under any applicable law, regulation or policy, he or she should seek advice from his or her manager or the Pakistan LNG Limited.

The Chief Operating Officer, the Company Secretary and the Chief Financial Officer of PakLNG will be regarded as the Compliance Officers.

II. Conflict of Interest
All directors, officers and employees of the Company have a primary business responsibility to the Company and must avoid any activity that may interfere with the performance of this responsibility.

Business decisions must be based solely on the best interests of the Company, without regard to personal, family or other extraneous considerations. A potential “Conflict of Interest” exists when:

• A real or perceived private interest of a director, officer or employee is in conflict with the interest of the Company;
• Any such individual receives improper personal benefits as a result of his or her position with the Company; or
• The individual has other duties, loyalties, responsibilities or obligations that are, or may be viewed as being, inconsistent with his
or her duties, loyalties, responsibilities or obligations to the Company.

The following are examples of situations in which a conflict of interest may arise, although this list is not exhaustive:
• The handling of a transaction which is or could be viewed as a conflict of interest because of a material connection with the individual or company involved. Personal interest which might affect, directly or indirectly, the proper exercise of judgment should be avoided.
• Participation in a business decision with respect to an entity that is a material competitor of the Company in which a family
member is an employee or has a significant financial interest.

Each director, officer and employee should conduct himself or herself at all times so as to avoid conflicts of interest and the appearance of conflicts of interest unless specifically authorized as described below.

III. Outside Activities
A director, officer or employee should obtain approval from a Compliance Officer(s) before participating in business activities outside the Company that could either unreasonably interfere with his or her duties and responsibilities to the Company or reflect poorly on the Company.

The Company will generally approve such activities unless it is felt that such activities are not in the best interest of the Company or that a conflict of interest otherwise exists.

IV. Gifts and Entertainment
In addition to the guidelines set forth, the Company has the following policies with respect to gifts and entertainment:
• A director, officer or employee should not accept a loan from any customer or supplier.
• A director, officer or employee should not accept a fee from a third-party for performing any act that the Company could have performed.
• In any case where a gift, whether in cash or in kind, could reasonably raise a question that an individual’s judgment is influenced, such director, officer or employee should report such gift to a Compliance Officer.
• A director, officer or employee should decline a gift if there would be any implication of influence on future dealings.

V. Bribery
Directors, officers and employees are strictly forbidden from offering, promising, or giving money, gifts, loans, rewards, favors or anything of value to any governmental official, employee, agent or other intermediary (either inside or outside the Islamic Republic of Pakistan) that is prohibited by law. Those paying a bribe may subject the Company and themselves to civil and criminal penalties. The Company prohibits improper payments in all of its activities, whether these activities are with governments or in the private sector.

VI. Protection and Proper Use of Company Assets
The Company acquires assets to promote its business affairs. Each director, officer and employee has a duty to protect the Company’s assets and to take all reasonable steps to ensure their efficient use. Assets include all of the Company’s financial assets, real estate assets, other tangible property and confidential information.

VII. Confidential Information
Directors, officers and employees will receive confidential information about the Company, its customers, operations, business prospects and opportunities in the course of their employment or tenure with the Company.

Confidential information includes the following, although this list is not exhaustive:
• financial performance information;
• current and prospective client and customer lists;
• information about client and customer accounts, requirements and practices;
• business methods and ideas;
• employee lists and employment data;
• documents, books, records, data, materials, supplies, and contract forms; and
• other information relating to the Company and its employees, products, services, and operations.

Directors, officers and employees are given this information because it is necessary or useful in carrying out their duties for the benefit of the Company. No director, officer or employee may use it to further his or her personal interests, to make a profit or for any other purpose.

VIII. Accuracy in Reporting and Other Public Communications
The Company will provide full, fair, accurate, timely and understandable disclosure in all reports and documents filed with, or submitted to, the SECP and in other public communications made by the Company.
The full, fair, accurate, timely and understandable disclosure in all such reports and documents and other public communications made by the Company is required by laws, rules and regulations and is of critical importance to the Company. This means, among other things, that any director, officer or employee who is responsible for, or who contributes to, the preparation or review of the Company’s financial statements or other financial information that is to be filed with the SECP or otherwise made publicly available, shall exercise due care in preparing and reviewing any such materials. Depending on the position with the Company, an officer or employee may be called upon to provide necessary information to assure that the Company’s public reports are full, fair, accurate and understandable. The Company expects all officers and employees to take this responsibility seriously and to provide prompt and accurate answers to inquiries related to the Company’s disclosure requirements. In addition, each director, officer and employee has a responsibility to assure that all Company documents and reports for which he or she is responsible are free of any materially false, misleading, incomplete or otherwise improper information.

IX. General Provisions
This Code of Business Conduct may be amended, modified or waived where appropriate by the Board of Directors. Waivers will be granted on a case-by-case basis and only in extraordinary circumstances. Any amendment, modification or waiver of this Code of Business Conduct that applies to an executive officer or director of PakLNG must be approved by the Board of Directors which will ascertain whether an amendment, modification or waiver is appropriate.

All new employees must sign a statement of agreement to be bound by this Code of Business Conduct.
"I hereby acknowledge receipt of a copy of the “Code of Business Conduct and Ethics” of Pakistan LNG Limited (the “Company”) which applies to my business conduct. By executing this Code of Business Conduct and Ethics, I acknowledge that I have received, understand and agree to be bound by, and comply in full with, the Company’s Code of Business Conduct and Ethics.

Acknowledged and Agreed:

(Signature) (Date)

(Printed Name)

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