ROYALE COLD STORAGE (RCS) GROUP
Third Party Code of Conduct (COC)
Applies to: Camp Resources Property Holdings Inc. and its subsidiaries

1. INTRODUCTION
CAMP Resources Property Holdings Inc. with its subsidiaries (together referred to as “The Company” or “RCS”) is a leading provider of temperature-controlled warehousing and logistics solutions in the Philippines.
Established with a mission to protect and preserve the country’s food resources, RCS partners with industries such as:
i. Quick-service restaurants (QSR)
ii. Food manufacturing
iii. Meat and marine product trading
iv. Agriculture
v. RCS also provides value-added services that are integral to its customer requirements.

The Company has a zero-tolerance approach towards bribery, corruption, misconduct, and non-compliance to laws and regulations and aims to provide a transparent and conducive work environment. Our values are the principles that form the backbone of the Company and are used to run the organization daily.

We recognize that our reputation and success depend significantly on the actions of those we do business with. Therefore, we expect all our contractors, vendors, intermediaries, and other third parties (collectively referred to as “Partners”) to adhere to the same ethical and sustainability principles that guide our own employees.

This Third-Party Code of Conduct sets the minimum standards for doing business with any RCS company. By entering into a business relationship with RCS, Partners acknowledge their responsibility to act with professional integrity and to ensure that their own employees and subcontractors comply with the standards outlined in this Code.

2. PURPOSE OF THIS POLICY
The purpose of this Code is to establish the minimum standards of ethical and professional conduct expected from all contractors, vendors, intermediaries, and other third parties (collectively referred to as “Partners”) doing business with the RCS Group. RCS is committed to protecting and preserving the country’s food resources, and we require our Partners to share this mission by operating with integrity and transparency.

Just as RCS Group employees are guided by a zero-tolerance approach toward bribery, corruption, and misconduct, we expect our Partners to adhere to the same principles. This Code ensures that our business connections are built on a foundation of “Doing What’s Right”—putting social and environmental responsibility at the heart of every transaction.

This Policy serves as a guide for Partners to recognize and avoid potential legal and ethical non-compliance. It is designed to promote a culture of integrity across our entire supply chain, ensuring that all business undertaken on behalf of or with RCS Group is compliant with applicable national and international laws.

This Third-Party Code is intended to complement and align with RCS Group’s internal standards, including our Anti-Bribery and Anti-Corruption (ABAC) Policy and Whistleblower Policy. By accepting this Code, Partners acknowledge their responsibility to uphold these standards in their own operations and throughout their respective supply chains.

3. SCOPE AND APPLICABILITY
This Code of Conduct applies to all contractors, vendors, suppliers, intermediaries, agents, and other third parties (collectively, “Partners”) who do business with, provide services to, or act on behalf of Camp Resources Property Holdings Inc. or any of its divisions, subsidiaries, joint business ventures, or business associations.

The principles within this Code apply to all business transactions and interactions involving RCS Group, regardless of the location of the Partner or where the services are performed. RCS Group expects its Partners to communicate the principles stated in this Code to their own subcontractors and to take these standards into account when selecting their own business associates. Partners acknowledge that they are responsible for ensuring that their own employees and subcontractors adhere to the standards outlined herein.

This Code does not stand alone and should be read and interpreted alongside other relevant RCS Group policies, including but not limited to:

• Anti-Bribery Anti-Corruption (ABAC) Policy
• Whistleblower Policy
• Any other relevant policies and memorandum as may be implemented in the Company from time to time

Adherence to this Code is a prerequisite for any business relationship with RCS Group. While this Code provides guiding principles, it cannot cover every possible legal or ethical scenario. Partners are expected to exercise sound judgment and seek guidance from their RCS business contact or the Compliance Officer when in doubt.

4. RESPONSIBILITY OF THE PARTNERS
A copy of this Code will be shared with every Partners of the RCS Group and they will be required to confirm their acceptance to adhere to the principles enumerated in this Code.
Every Partners of the RCS Group shall be responsible for:

i. Every Partner is required to confirm their acceptance of this Code at the commencement of their business relationship or contract with RCS Group. Partners are responsible for ensuring that their employees, agents, and representatives understand and adhere to the principles enumerated in this Code;

ii. Partners shall ensure strict compliance with all applicable national and international laws, regulations, and industry standards. This includes, but is not limited to, laws regarding anti-corruption, labor rights, environmental protection, and data privacy;

iii. Consistent with our commitment to integrity, Partners are responsible for:

• Communicating the principles of this Code to their own subcontractors and suppliers.
• Taking these ethical standards into account when selecting their own business associates.
• Acknowledging that they may be held responsible for violations of this Code committed by their subcontractors.

iv. Partners may be required to participate in specific RCS Group training sessions (e.g., Anti-Bribery, Anti-Corruption, or Safety training) when deemed appropriate by the RCS Compliance Officer. Partners are encouraged to implement their own internal training programs to ensure their staff remains compliant with these standards;

v. Partners have an affirmative duty to:

• Report Misconduct: Promptly report any known or suspected violations of this Code, or any unlawful activity involving RCS business, through the RCS Whistleblower channels or to their primary business contact.
• Non-Retaliation: Provide a means for their own employees to report concerns without threat of reprisal or harassment.

vi. Cooperating fully and transparently with all investigations conducted by the Company; and

vii. Properly maintaining all business records, including all business communications conducted on Company-issued and personal devices and through messaging applications. These business records are the property of the Company and must be produced upon request.

5. RESPONSIBILITY OF THE MANAGEMENT
For the purposes of this Code, “Management” refers to the RCS Group Directors and Employees responsible for leading departments and managing third-party relationships.

i. Promoting a Culture of Integrity: RCS Management is responsible for creating an environment of openness and trust where Partners feel secure and comfortable asking questions or raising concerns regarding this Code. Management must lead by example, ensuring that all business dealings with Third Parties are conducted with the highest ethical standards.

ii. Providing Guidance and Support: Management shall ensure that Partners have access to the necessary resources and information to comply with this Code. If a Partner is unsure of the right course of action, RCS Management is responsible for providing clarification or directing the Partner to the Corporate Legal Department (CLD) or the Compliance Officer.

iii. Enforcement and Swift Response: RCS Management has a duty to respond swiftly and effectively to any known or suspected issues of non-compliance by a Partner. This includes:

• Escalation: Promptly reporting potential material breaches to higher authorities within the Company.
• Consultation: Working with the Corporate Legal Department (CLD) or Human Capital Department (HCD) to determine the appropriate course of action.
• Corrective Action: Where appropriate, giving a Partner a reasonable opportunity to propose and implement corrective actions, unless the violation is severe, incurable, or a direct violation of law.

iv. Oversight of Compliance Audits: RCS Management reserves the right to verify a Partner’s compliance with this Code. This may involve:

• Providing reasonable notice to the Partner of an upcoming compliance check.
• Directly performing an audit at the Partner’s site or appointing a qualified third party to conduct the audit on behalf of RCS Group.

v. Zero Tolerance for Retaliation Management shall ensure that no Partner or Partner-employee who reports a violation of this Code in good faith is subjected to harassment or retaliation by any member of the RCS Group.

6. BEST PRACTICES FOR DOING BUSINESS
a) Compliance with laws and regulations
Partners must ensure that their employees and representatives are aware of all legal requirements relating to their duties and business with RCS. Partners are expected to recognize potential non-compliance risks and seek advice from their RCS business contact or the Compliance Officer when necessary. Any violation of applicable laws may subject the Partner and RCS to civil or criminal liability and loss of reputation.
b) Competition and Fair Dealing
RCS expects its Partners to act with professional integrity when dealing with customers, suppliers, competitors, and other third parties. Partners shall:
i. Compete fairly and comply with all applicable antitrust and competition laws.
ii. Avoid taking unfair advantage of any party through manipulation, concealment, abuse of privileged information, or misrepresentation.
iii. Refrain from agreements that could be construed as restrictive trade practices, such as price-fixing, collusive bid-rigging, or limiting the supply of goods to manipulate the market.
c) Avoiding Gifts and Entertainment
RCS maintains a strict stance on gifts to ensure business decisions are based on objective criteria rather than personal gain.
i. Partners shall not offer, promise, or grant any advantages to RCS employees with the goal of securing an order or receiving preferential treatment.
ii. Partners must not offer any gifts, hospitality, or personal benefits that could be perceived as a bribe.
iii. Only token gifts that are appropriate and consistent with the RCS Anti-Bribery and Anti-Corruption (ABAC) Policy may be exchanged.
d) Prevention of Sexual Harassment
The Company respects and promotes the dignity, privacy, and rights of every individual. We believe that diversity enriches our workplace. We work together without regard to ethnic origin, culture, religion, age, disability, skin color, gender, sexual identity or orientation, trade union membership, or worldview.
We do not tolerate discrimination, sexual or any other form of harassment, or inappropriate behavior toward individuals or groups.
We apply these principles of respect to each other and the third parties with whom we interact, including our suppliers, customers, and business partners.
e) Confidentiality and Data Protection
Partners are obligated to protect all material non-public and business-related information gained through their association with RCS.
i. Partners must ensure that confidential data is not accessible to unauthorized third parties.
ii. Partners shall adhere to applicable data protection laws (such as the GDPR or local equivalents) regarding the personal data of business partners and employees.
iii. Confidential information must never be discussed in public places like restaurants, elevators, or public transportation.
f) Representation to News & Media
Partners are prohibited from releasing any formal or informal statements, interviews, or announcements regarding RCS’s business, products, or plans without prior management approval. All media interactions concerning RCS must be routed through the authorized RCS representatives.
g) Business Continuity Planning
Partners should be prepared for potential business disruptions, including natural disasters, pandemics, or software viruses. Partners are expected to have disaster recovery plans in place to protect their employees and ensure the continued supply of services to RCS to the greatest extent possible.
h) Anti-Money Laundering
Partners must comply with all statutes governing the prevention of money laundering. RCS only associates with entities involved in lawful business activities whose funds are derived from valid, legal sources.

7. CONFLICT OF INTEREST
A “conflict of interest” arises when a Partner’s personal interests or activities conflict, or appear to conflict, with the interests of RCS Group. RCS expects all its Partners to make business decisions based on objective criteria only, ensuring that no personal bias or outside influence affects the quality or cost of the services provided.

Partners must avoid any situation that could create a conflict of interest, or even the appearance of one. Potential conflicts that must be monitored include, but are not limited to:
i. Ownership Interests: A Partner or their immediate family member having a significant financial or ownership interest in an RCS competitor, another supplier, or a service provider.
ii. Outside Positions: A Partner-employee holding a position as a director, officer, legal representative, or consultant for an entity that does business with or competes with RCS.
iii. Financial Advantage: Situations where a Partner has professional, private, or significant financial advantages in any of RCS’s business dealings.
iv. Family Relationships: Business dealings between RCS and a Partner that are influenced by a close personal or family relationship between an RCS employee and a representative of the Partner.

Partners have an affirmative obligation to disclose to RCS Group any situation that could constitute a potential or actual conflict of interest. If a Partner believes a conflict might exist, they must:

i. Report the situation immediately to their primary RCS business contact or the Compliance Officer.
ii. Provide full disclosure of the nature and extent of the interest before engaging in or continuing the business activity.

Once a conflict is disclosed, RCS Group will work with the Partner to determine if the conflict can be managed or if it requires the Partner to recuse themselves from specific projects or transactions. Partners must not take any action on a matter where a conflict exists without prior written approval from the RCS Compliance Officer.

Partners and their representatives must not have any business, financial, civic, or professional interests outside of their relationship with RCS that in any way impairs their ability to perform their duties with undivided loyalty to the Company.

8. SUPPORTING PEOPLE AND WORKPLACE WELLNESS
a) Human and Labor Rights: RCS Group expects its Partners to respect the fundamental rights granted to all employees under applicable national statutes and the labor standards issued by the International Labor Organization (ILO).

i. Child Labor: Partners must prohibit and refrain from any kind of child labor within their organization.
ii. Forced Labor: Partners shall prohibit any form of forced labor, slavery, or human trafficking, or any contribution toward such practices.
iii. Legal Employment: Partners shall only employ workers who are legally authorized to work in their location and are responsible for validating employee eligibility through proper documentation.

b) Diversity, Inclusion, and Non-Discrimination: RCS is committed to equal opportunity and expects the same from its Partners.

i. Partners shall provide equal employment opportunities to all people without discrimination based on race, color, national or social origin, religion, age, disability, sex, sexual orientation, gender identity, or any other characteristic protected by law.
ii. Business decisions regarding employer-employee relations must be based on merit and qualifications.

c) Harassment-Free Workplace: Partners must provide a work environment that is supportive and free of inappropriate behavior.

RCS does not tolerate discrimination, sexual harassment, or any other form of harassment toward individuals or groups. Partners are expected to apply these principles of respect to their own employees and to any RCS representatives with whom they interact.

d) Occupational Health and Safety: The health and safety of workers are of paramount importance. Partners must:

i. Comply with all applicable occupational health and safety regulations and provide a safe work environment to prevent accidents, injuries, and work-related illnesses.
ii. Provide necessary protective measures to avoid exposure to hazardous substances.
iii. Implement measures to prevent excessive physical or mental fatigue.
iv. Train their employees on safe working practices for the purpose of accident prevention.

e) Compensation and Working Hours Partners shall comply with all national laws regarding regulations on overtime and rest periods. Partners must pay at least the minimum wage required by national law and provide all legally mandated benefits.

f) Substance-Free Workplace To maintain the decorum and safety of the workplace, Partners must strictly prohibit the use, sale, possession, or being under the influence of illegal drugs, alcohol, or controlled substances while performing work for RCS Group.

9. SERVING COMMUNITIES AND SOCIETY
a) Mission-Driven Impact and Social Responsibility RCS Group is committed to a mission of protecting and preserving the country’s food resources. We expect our Partners to recognize their opportunity to inspire a better future for people and communities. Partners shall ensure that their business activities do not negatively impact natural resources in a way that significantly impairs food production or denies access to safe drinking water.

b) Media and Public Representation To protect the Company’s reputation and ensure accurate information, Partners must adhere to strict communication standards:
i. Authorized Spokespersons: Only authorized RCS representatives may speak on behalf of the Company in public forums, to the media, or on the internet.
ii. Prior Approval: Partners are prohibited from releasing any formal or informal statements, interviews, or photos regarding RCS’s business, products, or plans without prior management approval.
iii. Responsible Social Media Use: Partners’ employees should use social media meticulously and responsibly to avoid damaging the RCS image or disclosing confidential business information.

c) Political Neutrality RCS Group respects the right of Partners and their employees to engage in political activities in their personal capacity. However, Partners must:
i. Ensure that such activities do not give the impression that they are acting as a representative of RCS Group.
ii. Refrain from using RCS assets, property, or time for political campaigning or contributions without explicit authorization.

d) Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF) RCS maintains a zero-tolerance approach toward financial crimes.
i. Valid Source of Funds: Partners must only engage in lawful business activities with funds derived from valid, legal sources.
ii. Prohibited Transactions: Partners are strictly prohibited from knowingly engaging in, aiding, or abetting any financial transaction that promotes criminal activity or facilitates acts of terrorism. This includes the receipt, use, or concealment of proceeds from any criminal activity.

10. MANAGING COMPANY’S INFORMATION AND ASSETS
a) Partners are responsible for protecting and taking all necessary steps to prevent the theft, misuse, or damage of any RCS Group assets and property entrusted to them. These assets include:

• Physical Assets: All movable and immovable tangible property.
• Intellectual Property: Inventions, copyrights, patents, trademarks, and technology.
• Proper Use: RCS assets should be used only for the benefit of the Company and in the manner intended.

b) Partners must safeguard and make only appropriate use of all confidential information gained through their association with RCS.

• Scope of Information: This includes business plans, financial projections, strategy, contracts, pricing, and personal information.
• Secrecy: Partners must ensure that confidential data is not accessible to unauthorized third parties.
• Public Places: Partners are prohibited from discussing material non-public information in public places such as restaurants, elevators, reception rooms, or public transportation.
• Data Protection Laws: Partners must adhere to applicable data protection laws (e.g., GDPR or local equivalents) regarding the personal data of RCS employees, business partners, and shareholders.

c) If Partners are granted access to RCS electronic devices or information systems, they must:

• Prevent Loss: Use all devices with due care to prevent them from being stolen, lost, or damaged.
• Authorized Use Only: Limit use of these systems and devices to authorized business purposes and never use them for illegal or illegitimate activities.
• System Integrity: Refrain from installing unauthorized software or connecting unauthorized hardware to the RCS network.
• Cyber Protections: Adhere to RCS protection plans, which may include the use of anti-virus software, firewalls, encryption, dual-factor authentication, and secure passwords.

d) Partners may become privy to “insider” information during their engagement.
• Prohibited Trading: Partners and their representatives are prohibited from trading in the shares or securities of any company while in possession of material non-public information gained from RCS, or “tipping” others to trade based on such information.
• Materiality: Information is “material” if a reasonable investor would consider it important in a decision to buy or sell securities (e.g., financial results, mergers, or joint venture proposals).
e) Accurate and complete record-keeping is essential for legal and regulatory compliance. Partners must:
• Maintain honest and accurate business records regarding their work for RCS.
• Ensure that no false or misleading entries are recorded in any corporate records for any reason.

11. TRAINING, AWARENESS AND REVIEW
a) RCS Group expects its Partners to take an active role in educating their workforce on the standards of this Code.

• Internal Training: Partners are expected to train their own employees on safe working practices and ethical conduct to prevent accidents and occupational diseases.
• RCS-Led Training: Third parties will be required to undergo specific RCS Group training—such as Anti-Corruption, Anti-Bribery, and Whistleblower Policy sessions—where deemed appropriate by the RCS Compliance Officer. These sessions may be conducted online or in person.

b) Every Partner will receive a copy of this Code at the start of their engagement. RCS Group will periodically issue communications and updates to Partners to promote ongoing awareness and engagement with these ethical standards.
c) In specific cases determined by the Compliance Officer during contract negotiations, business partners may be required to:

• Formally certify their compliance with relevant international standards (such as the FCPA or UKBA).
• Provide written confirmation that they have reviewed this Policy and trained their relevant personnel accordingly.

d) The RCS Compliance Officer, along with the Board of Directors, will regularly review the implementation and effectiveness of the third-party compliance program. This review may include:

• Performance Reviews and Interviews: Conducting compliance interviews with Partner representatives.
• Questionnaires: Requiring Partners to complete periodic compliance self-assessment questionnaires.
• Audits: Performing forensic audits or site inspections, either directly by RCS or through a qualified third party, to verify compliance.

e) The RCS Compliance Officer is responsible for updating this Policy and any related training materials on a regular basis. These updates will reflect changes in the Company’s business activities or shifts in applicable legal and ethical standards. Partners will be notified of any material changes to the Code.
12. DOCUMENT RETENTION
Unless Philippine law requires a longer period for specific types of records, Partners and their intermediaries (TPIs) shall retain all documents related to their business with RCS Group, particularly those related to expenditures and financial transactions, for seven (7) years from the date the expenses were incurred or the transaction was completed.

Partners acknowledge that business records pertaining to their work for RCS Group are the property of the Company for the purpose of verifying compliance. These records must be produced upon request and made available for inspection or audit by RCS Group or its authorized representatives.

Upon the expiration of the required retention period or the termination of the business relationship, Partners must ensure that any sensitive or personal data is erased or destroyed in accordance with applicable data protection laws, such as the GDPR or local equivalents, unless retention is otherwise legally mandated.

13. REPORTING OBLIGATIONS
i. Reporting Responsibilities: Every Partners who is or becomes aware of, or suspects, a violation of the Third-Party Code of Conduct and Ethics or any of the policies outlined in this Manual is obligated to report it to the Compliance Officer or Compliance Committee, in accordance with the procedures set forth in the Company’s Whistleblower Policy.
ii. No Retaliation: No Partners who, in good faith, reports a violation of the Code or Policy Manual shall be subjected to harassment, retaliation, or any adverse employment consequence.

14. PENALTIES AND RECOMMENDATIONS
i. Partners acknowledge that adherence to this Code is a fundamental condition of doing business with RCS Group. Any breach of the obligations stipulated in this Code of Conduct shall be considered a material breach of contract.

ii. RCS Group is committed to a zero-tolerance approach toward misconduct. Any violation of this Code may result in immediate disciplinary action by the Company, which includes but is not limited to:
• Formal warning and required remediation.
• Suspension of the business relationship or specific work orders.
• Termination of the contract or business relationship without penalty to RCS Group.
iii. In the event of non-compliance, RCS Group may, at its sole discretion, provide the Partner with a reasonable opportunity to respond with proposed corrective actions. This path is generally reserved for minor or first-time violations that are not deemed severe or incurable. Failure to implement agreed-upon corrective actions within the specified timeframe will lead to further penalties, including termination.

iv. Where a violation of this Code also constitutes a violation of applicable laws or regulations (such as bribery or fraud), RCS Group reserves the right—and may be legally required—to disclose the matter to the appropriate law enforcement or regulatory agencies.

v. RCS Group reserves the right to suspend a Partner’s execution of powers or business activities while an investigation into suspected misconduct is being conducted. This suspension may remain in effect until the conclusion of the investigation and a final resolution is reached.

vi. To maintain a healthy business relationship, RCS Group recommends that Partners:
• Proactively monitor their own operations and supply chains for compliance risks.
• Seek guidance from the RCS Compliance Officer or Corporate Legal Department (CLD) whenever they are unsure if a particular action violates this Code.
• Maintain open communication through the Whistleblower channels to report risks before they escalate into material breaches.

15. VIOLATIONS OF THIS POLICY
i. Any Partner or third party who violates this Policy, or any related procedures, acknowledges that such an act constitutes a material breach of contract. Compliance with these standards is not merely a suggestion but a fundamental condition of the business relationship with RCS Group.

ii. RCS Group treats violations of this Code as a serious matter. Depending on the nature and severity of the violation, the Company may take the following actions:
• Termination: Immediate termination of the business relationship or any active service agreements.
• Suspension: Temporary suspension of powers or business activities while an investigation into suspected misconduct is conducted.
• Remediation: For minor or curable violations, RCS may provide a reasonable opportunity for the Partner to propose and implement corrective actions. Failure to rectify the issue within a given timeframe will result in further disciplinary measures.
iii. The Company is committed to upholding the law. Therefore, RCS may choose or be required to report violations to law enforcement or other relevant regulatory agencies, especially in cases involving bribery, corruption, or other criminal activities.

iv. In the event of a suspected violation, Partners are expected to cooperate fully and transparently with all investigations conducted by RCS Group. This includes providing access to relevant business records, communications, and personnel. Any attempt to conceal a violation or obstruct an investigation will be treated as an additional, severe violation of this Policy.

v. Partners are encouraged to be proactive. If a Partner believes a risk of a violation has occurred within their own organization or along the RCS supply chain, they must report their concerns immediately to their primary RCS business contact or through the following email addresses:

• compliance@royalecoldstorage.com.ph
• wb@royalecoldstorage.com.ph

Alternatively, Partners may submit their concerns online at: https://royalecoldstorage.com.ph/whistle-blower.

16. REVIEW AND REVISION OF THE POLICY
This Code can be changed, modified or amended at any time by the Board. Any amendment to the Code shall be made with the approval of the CEO/Managing Director/Nominated Director of the Company if in his/her opinion, it is necessary to protect and is in furtherance of the interests of the Company