GraceKennedy

It is expected that there will be situations which may confront an employee or director which are not specifically covered by these this GraceKennedy Code of Ethics & Guidelines for Business Conduct or otherwise in the Company's policies. The responsibility for meeting our legal and ethical obligations cannot be fully defined or ensured by any set of written rules, no matter how extensive they are . In the final analysis, and in the absence of specific provisions, what is considered to be the right practice will rest upon the principles of Honesty, Integrity and Trust, which have guided our Company.

The following checklist provides a useful guide in determining whether a particular conduct will be considered acceptable:

• Is it Legal?
• Is it consistent with Company Policy?
• Is it consistent with the GraceKennedy way?
• Would you be embarrassed if the details were known by your colleagues, family, friends or if printed in a newspaper?
• Does the action you are considering make you feel uncomfortable?
• Are you compromising your own personal ethics in any way?
• Would the Company be likely to lose customers or clients if this action were known to them?
• Will it benefit all or most of the stakeholders involved?

Remember that just because an action is not against the law or company policy does not mean that it is ethical. When in doubt, clear the particular issue with your supervisor, manager or other appropriate senior officer.