Spanco

Introduction
This Code of Business Conduct and Ethics has been adopted by Spanco Limited to comply with applicable laws and the rules and regulations of the stock exchanges on which the securities of the company are listed.

This code covers a wide range of business practices and procedures and serves as a guide to ethical decision-making. It does not cover every issue that may arise, but it sets out basic policies to guide directors, officers and employees of the company and its affiliates. All directors, officers and employees must become familiar with this code and conduct themselves in accordance with these policies and seek to avoid improper behavior.

The principal duty of the Board of Directors, along with management, is to ensure that the company is run in the interests of its shareholders. The Board plays the central role in company governance. It is the company's decision-making authority on all matters except those reserved to shareholders or delegated to the management. The Board of Directors is not expected to assume an active role in the day-to-day management of the company.

Those who violate the policies in this code will be subject to disciplinary action, up to and including discharge from the company. If you are in a situation that you believe may violate or lead to a violation of this code, you must report the situation as described herein.

Project Fact sheet
Each director should seek to use due care in the performance of his/her duties, be loyal to the company, act in good faith and in a manner believed to be not opposed to the best interests of the Company. A director should also seek to:

Make reasonable efforts to attend board and committee meetings
Dedicate time and attention to the company
Seek to comply with all applicable laws, regulations, confidentiality obligations and corporate policies of the company

Corporate Business Opportunities
In carrying out their duties and responsibilities, employees and directors are prohibited from:
Appropriating corporate business opportunities for themselves that are discovered through the use of company resources or their position as directors or

employees
Using Company resources or information, or their position as directors or employees, for personal gain; and
Competing with the Company, directly or indirectly

A corporate business opportunity is an opportunity (1) which is in the company's line of business or proposed expansion or diversification, (2) which the company is financially able to undertake and (3) which may be of interest to the company. A director or employee who learns of such a corporate business opportunity and wishes to avail of it should first disclose such opportunity to the company's Board of Directors. If the Board of Directors determines that the company does not have an actual or expected interest in such opportunity, then, and only then, may the director or employee avail of it, provided that the director or employee has not wrongfully utilized the company's resources in order to acquire such opportunity.

Conflicts of Interest
A "conflict of interest" occurs when the private interest of an employee, officer or director interferes in any way - or even appears to interfere - with the interests of the company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the company. Each employee and director should avoid having his or her private interests interfere with (i) the interests of the company or (ii) his or her ability to perform his or her duties and responsibilities objectively and effectively. Employees and directors should avoid receiving, or permitting members of their immediate family to receive, improper personal benefits from the company, including loans from or guarantees of obligations by the company. A director should make a full disclosure to the board of any transaction or relationship that such a director reasonably expects could give rise to an actual conflict of interest with the company and seek the board's authorisation to pursue such transactions or relationships.

Company Property
In carrying out their duties and responsibilities, all employees and directors should endeavor to protect the company's assets and proprietary information, and ensure that the same are being used by the company and its employees only for legitimate business purposes of the company. Any suspected incident of fraud, mismanagement of company assets or theft should be immediately reported for investigation to the Chairman of the board or any such person as designated in this regard.

Confidential Information
Employees and directors should maintain the confidentiality of confidential information entrusted to them in carrying out their duties and responsibilities, except where disclosure is approved by the company or legally mandated or if such information is already in the public domain. Confidential information includes all non public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. The company's confidential information shall not be inappropriately disclosed or used for the personal gain or advantage of anyone other than the company. These obligations apply while employed or serving as a director of the company and even after employment or the director's term with the company ends.

Fair Dealing
In carrying out their duties and responsibilities, employees and directors should endeavor to deal fairly, and should promote fair dealing by the company, its employees and agents, with customers, suppliers and competitors.

No employee or director should seek to take unfair advantage of anyone (including the company) through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.