Code of Ethics and Business Conduct We, the members of the Board of Directors of New World Resources Plc (“NWR”) have adopted the Code of Ethics and Business Conduct (the “Code”) to set standards of good behaviour for all employees and officers of NWR and its subsidiaries (the “Group”). We have based this Code on the fundamental values that guide our relationship with our stakeholders and society as a whole: respect for human rights, respect for the well being and safety of our employees, meritocracy, integrity and respect for the environment. We are committed to maintaining high standards of conduct both within the Group and in its dealing with others, and expect managers in our subsidiaries to ensure compliance with the principles laid in this Code. The Board of Directors of NWR has espoused the same standards for the conduct of its directors in the Corporate Governance Policy of NWR. The Code applies to every operation we manage, everything we do and to every part of the region in which we operate, and as such, represents a significant component of our risk management and internal control system. We will ensure that the principles contained in this Code are properly understood and observed. The Code will be communicated to our subsidiaries, together with any guidance and support that may be necessary. We will ensure that Boards of Directors in our subsidiaries put the principles contained in this Code into practice by approving topical codes of ethics and by reporting regularly on their implementation. The Board of Directors of NWR approved this Code including the annexed Whistleblower Procedure on 8 April 2011 and this Code shall have effect from the time of admission of the A Shares of NWR to the official list of the UK Financial Services Authority and to trading on the main market of the London Stock Exchange. The Code and its future amendments shall always be available on the website of NWR (www.newworldresources.eu). (signed by the Chairman)

Our Core Values The purpose of the Group is to create long term value for its shareholders through the discovery, development, production and conversion of natural resources, and the restructuring of companies owning or servicing natural resources. As we strive to achieve our business objective in all our operations we are driven by the following core values: • Human Rights: We endorse the principles set out in the United Nations Universal Declaration of Human Rights and fully respect the fundamental rights of employees, contractors and the communities in which we operate. We are committed to equal opportunities and employ and promote employees based on their qualifications. Accordingly, we refrain from making employment decision based on gender, age, marital status, race, colour, sexual orientation, disability, nationality, political belief, or religious affiliation. We do not tolerate any form of work place harassment or physical abuse. • Well Being and Safety of our Employees: As the record of our subsidiaries suggests we are committed to the highest standards of health and safety for our employees. Accordingly, we develop, implement and maintain managements systems that are consistent with international best practice and in full compliance with local regulation. We make sure that all our employees are treated fairly and with respect. We value our employees and will invest in their career development. We respect the right of our employees to organise themselves in trade unions and will cooperate with labour organisations. • Meritocracy: We strive to promote a work ethic in which every individual accepts responsibility and is rewarded for results. • Integrity: We conduct our business with honesty and fairness and seek to build a relationship of trust with all our stakeholders, in compliance with all relevant local laws and regulations applicable to our businesses. • Respect for the Environment: We are committed to the principle of sustainable development and seek to minimise the environmental impact of our operations.

New World Resources Plc www.newworldresources.eu

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New World Resources Plc Code of Ethics and Business Conduct

Relationship with Employees

Shareholders

• Employees and officers are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position; using corporate property, information, or position for personal gain; and competing with the Group. • Employees and officers have a duty to advance the legitimate interests of the Group when the opportunity to do so arises. We expect managers to be models of the highest standards of behaviour. • Employees and officers should not offer, pay or accept bribes or condone anti-competitive practices in our dealings in the marketplace and we will not tolerate any such activity. • Employees must at all times comply with the provisions of the UK Bribery Act 2010 and the Business Integrity Policy. • Employees and officers should not give or accept cash or its equivalent, trips, free accommodations or other benefits in connection with a business transaction, unless permitted by law and in line with the Business Integrity Policy and authorised by management.

• We are committed to protecting investments made in the Group and maximising investor returns in the short and long term. • We protect the interest of all our shareholders and shall not give advantage to any group of investors. • We maintain constant, accurate and timely communication with shareholders regarding our business performance, results and prospects. • We prepare reports and financial statements giving a true and fair view of our affairs.

Relations with Customers and Suppliers • We purchase and sell products and services on the basis of quality, price and reliability. All of our business transactions should be impartial, objective, free of outside influence and based on market value. • We understand the importance of customer satisfaction and seek to build mutually beneficial relationships with our customers and suppliers based on honesty, openness, and mutual trust. • We ensure the timely settlement of our financial obligations towards our customers and suppliers. • We honour all contracts and deliveries with our customers and suppliers, and we protect the confidentiality of customer and supplier information. • We ensure the quality of our products and are mindful to deliver products that comply with quality requirements as contained in national and international standards.

Society, Wider Community and Environment • We comply with the principles and letter of laws, and fully cooperate with local administrative authorities, providing accurate and timely information when required. We ensure the timely settlement of our financial obligations towards administrative and municipal authorities. • We pay due consideration to the interest of stakeholders and the wider community in countries of operations. We know that good working relations, internally and externally, are fundamental to the Group’s continuing success and strive to understand and interact constructively with local communities. Accordingly we contribute to local development through grants, social involvement and events sponsorship. • We conduct our business in an environmentally responsible way. We aim to improve the quality of the environment in which we operate and minimise the impact of our own operations on the environment. We also use our resources efficiently and reduce waste and input materials whenever possible, and strive to minimise the consequences of our activity. • We develop Group wide standards and build systems to identify, assess and manage environmental risk. We communicate with local authorities and communities regarding the environmental impact of our operations, and obtain assurance on the implementation of our environmental policy, both internally and externally, by regular audits, reviews and reports.

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New World Resources Plc Code of Ethics and Business Conduct

Implementation, Reporting and Review

Annex: Whistleblower Procedure

• The Board of Directors of NWR is responsible for approving and regularly reviewing the implementation of the Code within the Group. • Managers within the Group are responsible for ensuring that employees conduct their business in compliance with the principles of this Code. • Each subsidiary of NWR will also conform to its own country’s commonly accepted practice on corporate conduct and adapt these principles accordingly. This should provide local stakeholders with the assurance that the local company is acting in the best interest of the clients and stakeholders to protect and enhance the long-term value of their investments and savings. • The Board of Directors of NWR receives regular reporting on the implementation of this Code and is immediately informed of any issues which could significantly affect the reputation of the Group. • The Group Company Secretary/Compliance Officer is responsible for preparing an annual report on ethics and business conduct arrangements within the Group. • In addition to the present Code, the Board of Directors of NWR has also adopted a “Whistleblower Procedure” to encourage employees of the Group to express genuine concerns regarding the conduct of their respective company or its employees which they consider contrary to this Code. The Whistleblower Procedure is attached as an annex to this Code. Managers should deal with all suggestions and information regarding a breach of this Code, and when necessary, take appropriate action in compliance with the Whistleblower Procedure.

Definitions Article 1 In these rules (the “Rules”) the following terms shall have the following meanings: • Employee: a person, employed or otherwise, working for the Company or its subsidiaries; • The Company: New World Resources Plc; • Manager: the person directly managing the Employee; • Group Company Secretary/Compliance Officer: the person designated by the Company to act in the capacity of confidential adviser for the Company and its subsidiaries and reporting to the Audit and Risk Management Committee (the “ARMC”) of the Company; • Confidential Adviser of the subsidiary: the person in a subsidiary designated by the relevant Board of Directors or other statutory body of the subsidiary as the person responsible for recording reports of suspected irregularities, initiating internal investigation and liaising with the Group Company Secretary/ Compliance Officer. This person will normally be the Company Secretary or the Compliance Officer or the Safety Manager of the subsidiary; • Suspected Irregularity: a suspicion based on reasonable grounds with regard to the Company and its subsidiaries and in connection with: -a  n (imminent) criminal offence; -a  n (imminent) violation of laws and regulations; -a  n (imminent) intentional provision of incorrect information to public bodies; -a   violation of rules of conduct applicable within the Company and its subsidiaries; or -a  n (imminent) intentional suppression, destruction or manipulation of information regarding those facts. Reporting a Suspected Irregularity in a Subsidiary Article 2 2.1. Whenever possible, an Employee should first discuss a Suspected Irregularity with his/her immediate supervisor or Manager. A Manager receiving a report shall handle the information carefully and shall notify the Confidential Adviser of the subsidiary for advice and guidance.

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New World Resources Plc Code of Ethics and Business Conduct

2.2. If an Employee considers reporting a Suspected Irregularity to his Manager inappropriate, the Employee can directly contact the Confidential Adviser of the subsidiary. An Employee may also report to the Confidential Adviser of the subsidiary in addition to the Manager. 2.3. Reports of Suspected Irregularities may be made face to face, by phone, e-mail, regular mail or fax. 2.4. The Confidential Adviser of the subsidiary shall on request make a written record of the report and of the date of its receipt and shall have the Employee concerned sign the record for approval. The Employee shall receive a copy of the record. 2.5. The Confidential Adviser of the subsidiary shall immediately advise the Group Company Secretary/ Compliance Officer of a Suspected Irregularity, the date on which it was recorded, and shall provide the Group Company Secretary/Compliance Officer with a copy of the record. 2.6. Immediately after the Employee’s report, the Confidential Adviser of the subsidiary shall start an investigation into the Suspected Irregularity. 2.7. The Employee will be informed as soon as possible, but at least within four weeks after reporting a Suspected Irregularity, of the initiation of an internal investigation or any other action by the Confidential Adviser of the subsidiary. 2.8. If the investigation is not completed within eight weeks, the Confidential Adviser of the subsidiary will inform the Employee of the expected date of completion. 2.9. All reports that the Managers and/or the Confidential Adviser of the subsidiary receive must be reported to the Group Company Secretary/Compliance Officer to allow him/her to regularly report to the ARMC. 2.10. The Employee and the Group Company Secretary/ Compliance Officer will be informed of the outcome of the internal investigation. Article 3 3.1 An Employee may report the Suspected Irregularity directly to the Group Company Secretary/ Compliance Officer, if: • he/she disagrees with the position referred to in paragraphs 2.7 and 2.8 of these Rules;



• he/she has not been given a position within the requisite period, as referred to in paragraphs 2.7 and 2.8 of these Rules; • the period as referred to in paragraph 2.8 of these Rules is, given all circumstances, unreasonably long and the Employee has objected against this to the Confidential Adviser of the subsidiary, but the latter has not indicated a shorter, reasonable period; • the Suspected Irregularity concerns the Manager of the Employee or the Confidential Adviser or a member of the Board of Directors of the subsidiary; • the Employee has reasonable grounds to fear that an internal report would lead to countermeasures; or • a previous, duly submitted, internal report about essentially the same irregularity, has not removed the irregularity. 3.2 The contact details of the Group Company Secretary are: New World Resources Plc Attention of: the Company Secretary Address: Jachthavenweg 109h, 1081 KM Amsterdam, the Netherlands Tel: +31 20 570 2200 E-mail: [email protected] 3.3 The Group Company Secretary/Compliance Officer shall on request make a written record of the report and of the date of its receipt and shall have the Employee concerned sign the record for approval (e-mail and fax signatures are also acceptable). The Employee shall receive a copy of the record. 3.4 Immediately after the Employee’s report, the Group Company Secretary/ Compliance Officer shall start an investigation into the Suspected Irregularity. 3.5 The Employee will be informed as soon as possible, but at least within four weeks after reporting a Suspected Irregularity, of the initiation of an internal investigation or any other action by the Group Company Secretary/Compliance Officer. 3.6 If the investigation is not completed within eight weeks the Group Company Secretary/Compliance Officer will inform the Employee of the expected date of completion.

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New World Resources Plc Code of Ethics and Business Conduct

Reporting a Suspected Irregularity in the Company Article 4 4.1 The provisions of article 2 of these Rules, providing for the report of a Suspected Irregularity in a subsidiary, apply mutatis mutandis to all Employees of the Company reporting a Suspected Irregularity to a Manager of the Company or the Group Company Secretary/Compliance Officer. 4.2 All reports that the Managers of the Company receive must be reported to the Group Company Secretary/ Compliance Officer to allow him/her to regularly report to the ARMC. Article 5 5.1 An Employee of the Company may report a Suspected Irregularity to the Chairman of the ARMC, on the grounds provided for in article 3 paragraph 3.1 of these Rules. 5.2 The Chairman of the ARMC shall on request make a written record of the report and of the date of its receipt and shall have the Employee concerned sign the record for approval. The Employee shall receive a copy of the record. 5.3 Immediately after the Employee’s report, the Chairman of the ARMC shall start an investigation into the Suspected Irregularity. 5.4 The Employee will be informed as soon as possible, but at least within four weeks after reporting a Suspected Irregularity, of the initiation of an internal investigation or any other action by the Chairman of the ARMC. 5.5 If the investigation is not completed within eight weeks the Chairman of the ARMC will inform the Employee of the expected date of completion.



• the alleged event, matter or issue that is the subject of the report; • the name of each person involved; • if the Suspected Irregularity involves a specific event or events, the approximate date and location of each event; and • any additional information, documentation or other evidence available to support the report. 6.2 Situations in which an Employee considers that there is a conflict between upholding the Company’s policies and protecting the Company’s short-term commercial interests should be openly and honestly discussed. These situations must be resolved in a manner that does not compromise the Company’s business conduct standards. Legal Protection Article 7 7.1 An Employee who has reported a Suspected Irregularity and the person to whom he has reported shall keep the report confidential. No information shall be provided to third parties in or outside the Company and its subsidiaries without the consent of the Group Company Secretary/ Compliance Officer or the Confidential Adviser of the subsidiary. In providing information, the name of the Employee shall not be disclosed and information shall otherwise be provided in such a manner as to safeguard where possible the anonymity of the Employee. 7.2 The position of Employees who have reported a Suspected Irregularity in accordance with these rules shall not be affected in any way whatsoever as a result of the report.

Content of a Report

Personal Data Protection

Article 6 6.1 To assist the Company in the response to or investigation of a Suspected Irregularity, the report should be factual and contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of the matter that is the subject of the report. The report should, to the extent possible, contain the following information:

Article 8 8.1 Personal data of all persons involved shall be processed in accordance with applicable rules and regulations. Such personal data shall be stored only during the investigation into the Suspected Irregularity and in the extent necessary. All personal data shall be deleted or destroyed following the lapse of a period of two months after the investigation has been completed. The date of

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New World Resources Plc Code of Ethics and Business Conduct

completion of the investigation is the date when the Employee has been informed of the outcome of the investigation, unless the Employee disagrees, within the given period, with such outcome and/or requests a further investigation into the Suspected Irregularity. In such case, same rules shall apply for the renewed investigation. Personal data may be processed following the lapse of the said two month period only if processing is necessary for the performance of or compliance with a legal obligation to which the Company and/ or its subsidiary is subject or for the protection of a legally guaranteed right of any person or in order to protect significant interests of the Company or any of its subsidiaries or for the purposes of other legitimate interests pursued by the Company or any of its subsidiaries. 8.2 Shall the investigation into the Suspected Irregularity prove an anonymous report groundless, personal data shall be deleted or destroyed immediately. 8.3 Persons that are subject of the report must be informed about processing of their personal data and shall have the right to access them; the name of the Employee shall not be disclosed. 8.4 Information on personal data processing to be given to the persons that are subject of the report and their right of access to such personal data may be restricted in order to safeguard rights of other persons, in particular rights and interests of the Employee and/or the interest to effectively investigate the Suspected Irregularity. 8.5 Transborder flow of personal data is permitted only between states which ensure equivalent protection as that guaranteed by the European Parliament and Council Directive 95/46/EC of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

Reporting to the Audit and Risk Management Committee Article 9 9.1 The ARMC is responsible for establishing and reviewing policies and procedures for detecting, reporting and preventing Suspected Irregularities. 9.2 The ARMC is informed of issues reported in accordance with these Rules through regular reporting from the Group Company Secretary/ Compliance Officer. 9.3 The ARMC shall monitor and review from time to time the effectiveness of these Rules.

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