VENDOR’S LETTER OF DECLARATION For Sime …

1 VENDOR'S LETTER OF DECLARATION . For Sime darby plantation berhad Our company, (Company Name) bearing Registration Number (MOR/ PKK/ CIDB/ ROS/ ROC/ ROB/ Others), (hereinafter Vendor). hereby: 1 DECLARES THAT: (a) The Vendor and its directors, officers and employees are in compliance with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption matters (the Relevant Laws);. (b) From the Vendor's company records and publicly available information, neither the Vendor nor any of its directors, officers or employees who may be involved in the Business Transaction(s) has been convicted of any offence involving bribery or corruption or fraud;. nor, to the best of the Vendor's knowledge, is any such person the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Relevant Laws.

2 And (c) The Vendor did not, either directly or indirectly, promise, offer or give any bribe or an improper advantage (whether financial or otherwise) to any person in Sime darby plantation berhad (including its subsidiaries, associated, related and affiliated companies as well as their subsidiaries, associated and affiliated companies, both local and international) (hereinafter Sime darby plantation berhad ) or any other person representing Sime darby plantation berhad as an inducement, incentive, reward, gift or bonus for being selected for the Business Transaction(s). 2 UNDERTAKES THAT: (a) The Vendor will not, either directly or indirectly, promise, offer or give any bribe or an improper advantage (whether financial or otherwise) to any person in Sime darby plantation berhad or any other person representing Sime darby plantation berhad , as an inducement, incentive, reward, gift or bonus to be selected and/ or for any other purpose connected to the Business Transaction(s).

3 (b) The Vendor will not, either directly or indirectly, promise, offer or give any bribe or an improper advantage (whether financial or otherwise) to any government official or private person so as to obtain or retain a business advantage on behalf of Sime darby plantation berhad during the carrying out of the Business Transaction(s);. (c) The Vendor will comply with the relevant provisions of Sime darby plantation berhad 's Code of Business Conduct (COBC) which is made available online at and set out in Appendix 1 ( Relevant Provisions of the COBC ); and (d) If contraventions or investigations of the type described in sections 1(b), 2(a) and 2(b). above have occurred, the Vendor will forthwith supply full details of them to Sime darby plantation berhad . Sime darby plantation berhad Vendor LETTER of DECLARATION 1.

4 3 AGREES THAT: (a) In the event that the Vendor, its directors, officers or employees is in breach of any of the above sections, the following actions may be taken by Sime darby plantation berhad : (i) Immediate revocation of the contract award for the Business Transaction(s) without any liability whatsoever on the part of Sime darby plantation berhad to the Vendor and/ or its directors, officers or employees; and/ or (ii) Immediate termination of the contract for the Business Transaction(s) without any liability whatsoever on the part of Sime darby plantation berhad to the Vendor and/. or its directors, officers or employees, without prejudice to any other rights or remedies Sime darby plantation berhad may have or any other appropriate action which Sime darby plantation berhad may seek under the terms of the applicable tender/ contract or applicable laws and regulations.

5 Should any person attempt to solicit any bribe or advantage (whether financial or otherwise) from the Vendor or any other person connected to the Vendor either as an inducement or incentive to be selected or as a reward, gift or bonus for being selected in the Business Transaction(s), or where the Vendor has reasonable grounds to suspect any breach of the obligations in this LETTER or the Relevant Provisions of the COBC, the Vendor will report such act immediately in accordance with the whistleblowing section in the COBC. For and on behalf of the Vendor, Yours sincerely, (Signature). Name of Company Director (or Equivalent): IC/ Passport No.: Position: Name of Company: Company stamp: Received & acknowledged by: Name and IC/ Passport No.: Position: Sime darby Company: Note: Business Transaction(s) is (are) defined as Tenders, Quotations, Contracts and Purchase Orders.

6 Sime darby plantation berhad Vendor LETTER of DECLARATION 2. VENDOR'S LETTER OF DECLARATION . Appendix 1 Relevant Provisions of the COBC. In reference to VLOD Section 2(c), listed hereunder are the relevant provisions of Sime darby 's COBC. (version December 2011) and their application to Vendor. COBC Section Page Number Applicable Not Applicable Foreword 1 . Core Values 2 . Business Principles 2 . 1. Purpose 6 . 2. Scope 6 . 3. General Principle of COBC 6 . 4. Responsibility and Compliance with the 7 . COBC. 5. Working with one and another 8. Respect 8 . Equal Opportunity and Non- 8 . Discrimination Harassment and Violence 8 . Illegal Substances 8 . Criminal Activities 8 . Environment, Occupational Safety 8 . and Health 6. Avoiding Conflicts of Interest 10. General Guidance 10 . Dealing with Suppliers, Customers, 10.

7 Agents and Competitors Personal Dealings with Suppliers 10 . and Customers Outside Employment and Activities 11 . outside the Group Board Membership 11 . Family Members and Close 11 . Personal Relationships Investment Activities 11 . Sime darby plantation berhad Vendor LETTER of DECLARATION 3. COBC Section Page Number Applicable Not Applicable 7. Guarding Against Bribery and 13 . Corruption Bribery and Corruption 13 . 8. Gifts, Entertainment and Travel 15 . Gift 15 . Entertainment 15 . Travel 16 . 9. Donations 16 . 10. Protecting The Group and 18. Shareholders Protecting Group Assets 18 . Accuracy of Financial Information 18 . Proprietary and Confidential 18 . Information Insider Information, Securities 19 . Trading and Public Disclosure Information Technology 19 . Records Management 19 . Business Communication 19.

8 11. Dealing with Counterparts and Business 21 . Partners Counterparts 21 . Customers (Business Partner) 21 . Joint Ventures and Business 22 . Alliances (Business Partner). In the event that the Vendor has its own Code of Conduct (which the Vendor should attach as Appendix 2 to the VLOD), the Vendor warrants that it has equivalent or similar provisions to the Relevant Provisions of the COBC as set out above. Accordingly, the Vendor agrees that it will comply with such equivalent or similar provisions in the Vendor's own Code of Conduct so as to uphold the spirit of good governance intended under Sime darby 's COBC. Sime darby plantation berhad Vendor LETTER of DECLARATION 4.