Code of Conduct

Article I

Operational Integrity

1. 1.1

   Lawful conduct

   The Company complies with the laws and regulations of the Kingdom of Saudi Arabia and of every jurisdiction in which it operates. Where this Code is stricter than local law, the Code applies.

2. 1.2

   Honest dealing

   Every representation made on the Company's behalf — in a proposal, a contract, a report or a meeting — is accurate and capable of substantiation. The Company does not promise what it cannot deliver.

3. 1.3

   Accurate records

   Books, records and reports are complete, accurate and timely. No undisclosed or unrecorded fund or asset may be established for any purpose, and no record may be falsified.

4. 1.4

   Health, safety and the environment

   No objective justifies harm. The Company operates safely, protects those who work with it and the communities around its projects, and manages its environmental impact responsibly.

5. 1.5

   Stewardship of assets

   The Company's assets, information and systems are used only for legitimate business purposes and are protected against loss, misuse and waste.

Article II

Zero Tolerance for Bribery & Corruption

1. 2.1

   Prohibition

   No person acting for the Company may offer, promise, give, request or accept a bribe, kickback or any improper advantage — directly or through any intermediary, in any form, to or from any public official or private party.

2. 2.2

   Facilitation payments

   Facilitation payments are prohibited, whatever their size and whatever local custom may suggest.

3. 2.3

   Gifts and hospitality

   Gifts and hospitality are permitted only where they are modest, infrequent, transparent, recorded and incapable of influencing a decision. Nothing may be given to a public official, or to anyone involved in a pending tender, award or approval, without prior written clearance. Cash and cash equivalents are never acceptable.

4. 2.4

   Intermediaries

   Agents, consultants and intermediaries are engaged only on merit, after risk-based due diligence, for documented services at a fair market rate, and under contractual commitments to this standard.

5. 2.5

   Political and charitable contributions

   The Company makes no political contributions. Charitable contributions and sponsorships are made only transparently, to legitimate recipients, and never to secure an advantage.

Article III

Ethical B2B Engagement

1. 3.1

   Fair competition

   The Company competes on the strength of its capability and its commitments. It complies with the Competition Law, enters into no anti-competitive arrangement, and does not seek or use the confidential information of competitors or of a tender process improperly.

2. 3.2

   Conflicts of interest

   Personal interests must never influence a business decision. Actual and potential conflicts — including financial interests, outside roles and family relationships with counterparties — are disclosed in writing, and the conflicted person withdraws from the decision.

3. 3.3

   Confidentiality

   Information entrusted to the Company by clients, partners and government entities is used only for the purpose for which it was provided, shared only with those who need it, and protected as the Company's own most sensitive asset. The obligation continues after a person's engagement ends.

4. 3.4

   Data protection

   Personal data is processed lawfully and for defined purposes, in accordance with the Personal Data Protection Law. Clients' operational data remains their property and is handled strictly within the terms agreed for each engagement.

5. 3.5

   Sanctions and export controls

   The Company complies with applicable sanctions and export-control regimes, screens counterparties where required, and does not participate in any transaction that would breach them.

6. 3.6

   Partners and supply chain

   The Company expects its partners and suppliers to uphold standards equivalent to this Code, and reserves the right to end any relationship in which they are not met.

Article IV

People & Workplace

1. 4.1

   Dignity and respect

   Every person is treated with dignity and fairness. Harassment, discrimination and abuse of authority are prohibited.

2. 4.2

   Labour standards

   The Company complies with the Labour Law of the Kingdom and does not tolerate forced or child labour anywhere in its operations or supply chain.

3. 4.3

   National capability

   The Company invests in the development of Saudi talent as an integral part of its mission.

Article V

Speaking Up & Accountability

1. 5.1

   Duty to report

   Anyone who becomes aware of a suspected breach of this Code or of the law is expected to report it — to management, or in confidence to the Company at info@neopillar.sa, marked for the attention of Compliance.

2. 5.2

   External reporting

   Nothing in this Code limits the right to report to the competent authorities, including the Oversight and Anti-Corruption Authority (Nazaha).

3. 5.3

   Non-retaliation

   The Company does not tolerate retaliation against any person who raises a concern in good faith.

4. 5.4

   Consequences

   Breaches are investigated independently and sanctioned proportionately — up to and including termination of employment or of a commercial relationship, and referral to the competent authorities.

Final provisions

Leadership

Every leader is responsible for upholding this Code by example, and for ensuring that those they lead understand and apply it.

Review and amendment

This Code is approved by the Board and reviewed periodically.

Language

In the event of any inconsistency between the Arabic and English texts, the Arabic text shall prevail.

Questions about this Code may be addressed to the Company at info@neopillar.sa