1. Introduction

The GraceKennedy Code of Ethics & Guidelines for Business Conduct (hereafter also referred to as "the Guidelines" or "the Code") describes the minimum standards of conduct required of employees and directors of the Company and its subsidiaries . Reference to "Company" or "GraceKennedy" in the document applies to the parent company and all subsidiary companies.

Each employee and director will receive and be required to comply with the Guidelines at all times. New employees and directors will be provided with a copy of the Code on employment or appointment.

On an annual basis each person is required to confirm compliance with the Guidelines, indicate any exceptions and also confirm that any breaches or potential breaches of which the person is aware have been reported in keeping with the Guidelines. The Chairman, who has overall responsibility for ensuring that the GraceKennedy Code of Ethics & Guidelines for Business Conduct is followed throughout the organization, will report to the Board each year on the annual sign-off by directors and employees and on any exceptions reported.

Some subsidiaries or departments may also have supplemental guidelines or codes of conduct in place covering conduct or regulatory issues that only apply in the particular area or field. Employees and directors of these subsidiaries are also required to acknowledge compliance with the supplemental guidelines annually in the same manner as the GraceKennedy Code of Ethics & Guidelines for Business Conduct .

Any breach of the Guidelines is a serious matter, and can result in disciplinary action up to and including termination of employment. The Company may be required to report certain types of breaches to regulatory authorities, in which case the employee may be subject to criminal or civil penalties.

Table of Contents | 2. Basic Principles