1. Introduction

This Code of Conduct (hereinafter referred to as "the Code") outlines the ethical standards and principles that must guide the conduct of Directors and Senior Management of Vertotech Aerospace Ltd. (hereinafter referred to as "the Company"). The Code aims to ensure that Directors and Senior Management act with integrity, exercise their responsibilities diligently, and foster a culture of ethical business practices throughout the Company.

2. Scope and Applicability

This Code applies to all Directors and Senior Management personnel of the Company. "Senior Management" refers to executives at the level of Vice President and above, including functional heads and any other employees as determined by the Board of Directors.

3. Ethical Standards and Principles

• Act with Integrity: Uphold the highest standards of integrity, honesty, and ethical conduct in all business dealings.
• Exercise Due Diligence: Perform duties with diligence, care, and the best interests of the Company, its stakeholders, and the community.
• Promote Ethical Behavior: Lead by example and promote a culture of ethical behavior, encouraging employees to follow the Company's policies and procedures.

4. Responsibilities

4.1 Compliance with Laws and Regulations

• Adherence to Laws: Comply with all applicable laws, rules, and regulations, including those related to corporate governance, insider trading, environmental protection, and health and safety.
• Regulatory Compliance: Ensure that the Company complies with the laws and regulations governing its business activities, including timely and accurate disclosures to regulatory authorities.

4.2 Conflicts of Interest

• Avoidance of Conflicts: Avoid situations where personal interests could conflict with the interests of the Company.
• Disclosure of Conflicts: Promptly disclose any actual or potential conflicts of interest to the Board and abstain from participating in decisions where such conflicts exist.
• Gifts and Benefits: Refrain from accepting gifts, hospitality, or benefits that could influence or appear to influence decision-making or compromise professional judgment.

4.3 Confidentiality

• Protection of Information: Maintain the confidentiality of all proprietary and sensitive information related to the Company and its operations.
• Use of Information: Ensure that confidential information is used only for the intended business purpose and not for personal gain or to harm the Company.

4.4 Fair Dealing

• Fair Treatment: Treat stakeholders, including employees, customers, suppliers, and competitors, with fairness and respect.
• Business Conduct: Conduct business in a fair, transparent, and ethical manner, avoiding any form of discrimination, harassment, or exploitation.

4.5 Corporate Governance

• Promote Good Governance: Support and promote good corporate governance practices and ensure that the Company adheres to the highest standards of accountability and transparency.
• Board and Committee Meetings: Regularly attend and actively participate in Board and Committee meetings, contributing to the decision-making process and strategic direction of the Company.

5. Responsibilities to Stakeholders

5.1 Shareholders

• Protect Shareholder Interests: Act in the best interests of the Company’s shareholders and ensure that their rights are protected.
• Transparency: Ensure that the Company provides timely, accurate, and transparent information to shareholders and other stakeholders.

5.2 Employees

• Workplace Conduct: Foster a work environment that promotes respect, diversity, and inclusivity.
• Employee Development: Support initiatives that promote the professional and personal development of employees.

5.3 Community and Environment

• Corporate Social Responsibility: Support the Company’s Corporate Social Responsibility (CSR) initiatives and ensure that the Company contributes positively to society.
• Environmental Stewardship: Promote sustainable business practices and ensure that the Company’s operations minimize adverse environmental impacts.

6. Compliance and Monitoring

• Monitoring Compliance: Ensure compliance with this Code and other Company policies. Report any suspected violations to the designated compliance officer or through the appropriate channels.
• Reporting Violations: Encourage employees to report any unethical behavior or violations of the Code, ensuring that such reports are handled confidentially and without retaliation.
• Review and Updates: Periodically review this Code and recommend any necessary amendments to ensure its relevance and effectiveness.

7. Acknowledgment

Directors and Senior Management personnel shall acknowledge their understanding and acceptance of this Code by signing the acknowledgment form, which will be retained by the Company’s records.

8. Consequences of Non-Compliance

• Disciplinary Action: Non-compliance with this Code may result in disciplinary action, including termination of employment or removal from the Board, as appropriate.
• Legal Consequences: Violations of laws and regulations may also lead to legal consequences, including fines, penalties, or other sanctions.

Date of Adoption: [Insert Date]

Approved by: Board of Directors, Vertotech Aerospace Ltd.