1 INTRODUCTION

Agusto Consulting is a wholly owned subsidiary of Agusto & Co. Limited; we employ our deep knowledge of African economies & their key industries coupled with a sound understanding of the client’s business to provide value-adding business solutions to each of our clients.

Agusto Consulting provides bespoke and strategic consulting and training services that includes Economic Consulting, Business Strategy & Operations, Risk Management, People & Organisation etc. Our clients include both private and public corporations.
Agusto Consulting`s Code of Conduct is a summary of an extensive range of policies, procedures and internal controls that have been adopted to ensure the objectivity and integrity of its strategic consulting business.

Agusto Consulting expects all of its employees to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities and to comply with all applicable laws, rules and regulations, and all policies and procedures adopted by Agusto Consulting, that govern the conduct of Agusto Consulting employees. Each employee is personally responsible for maintaining the highest levels of integrity to preserve the trust and confidence of investors.

Agusto Consulting endeavours to conduct the consulting and training services in a manner that is transparent and credible and that also ensures that the integrity and independence of such processes are not compromised by conflicts of interest, abuse of confidential information or other undue influences.

In order to disclose the Code to the public, this Code is available without charge to the public on Agusto Consulting`s website, www.agustoconsulting.com. However, by adopting and publishing this Code, Agusto Consulting does not assume any responsibility or liability to any pay arising out of or relating to this Code or the underlying policies, procedures and internal controls. The Code does not form a contract of any kind with any party and no third party shall have any right (contractual or otherwise) to enforce any of this Code’s provisions, either directly or indirectly. Agusto Consulting may, in its sole discretion, amend this Code at any time.

It is expected that all employees comply with this Code and the related policies, procedures and guidelines. Failure to comply with this Code and the related policies, procedures and guidelines may result in disciplinary action, up to and including termination of employment.

A. WHAT DO WE DO?

Agusto Consulting continually adds value to medium and large-scale companies by providing superior consulting services in the areas of strategy, organisation, economics and finance. Our sound knowledge of Sub-Saharan African economies, industries and businesses help us to better understand our clients’ businesses. Our macro to micro approach and experience, which spans over 25 years, ensure we provide customised and relevant business solutions to each client.

Agusto Consulting relies on the client`s management, strategy or HR team and other experts for the accuracy, completeness, and timeliness of the information submitted in connection with the consulting engagement.

Agusto Consulting is not obligated to independently audit or verify the client-supplied data unless expressly stated in the scope of work.

Our consulting recommendations and training delivery are a result of meticulous research and the collective relevant experience of our team across diverse professional backgrounds. We leverage on macroeconomic insights, established best practices and wealth of knowledge to provide advice that correlates with the specific needs of the client within the confines of each engagement.

Our training team work expressly to ensure that the course curriculum, content and training ambience match and exceed the expectations of the client. Each course is designed, developed and presented to ensure value is delivered and the training needs of the participants are met.

Macroeconomic interpretations are expert opinions based on current indicators and therefore do not constitute investment, financial or other advice and are not recommendations to purchase, hold or sell a particular security or to make any other investment decision. Agusto Consulting just like Agusto & Co. does not act as an investment, financial, or other advisor to, and does not have a fiduciary relationship with, an issuer, investor, or any other person.

2 QUALITY AND INTEGRITY
A. MACROECONOMIC SCENARIO PLANNING ANALYSIS

a) Our analysis is based on years of relevant experience, wealth of knowledge and macro realities. The analysis and interpretations remain expert opinions of the team with a high probability of occurrence but not a definite one.

b) All scenarios are based on thorough research and analysis of relevant and current macroeconomic data as per our established criteria and methodology.

c) Agusto Consulting will engage technical, analytical, and strategic competencies to deliver high-quality insights and guidance to clients.

d) The scenarios and insights availed to clients based on the terms of engagement are not predictions or a definitive forecast. They are not claims to state what will happen, but rather what could happen under certain conditions.

e) Agusto Consulting’s expert opinions pass through a multilayered review process and methodology to preserve the quality of service the company is well known for.

f) Agusto Consulting shall maintain internal records and data to support its analysis and insights for a reasonable length of time.

g) Agusto Consulting shall take steps to avoid sharing analysis, insights or training that are not logically sound, at variance or a misrepresentation of current macro or micro realities.

h) Sufficient resources will be deployed to develop structured narratives about the future based on different combinations of trends, uncertainties and events like economic shocks, political shifts and climates risks. When deciding whether to proceed with a client engagement, Agusto Consulting shall assess whether it is able to devote sufficient personnel with sufficient skills.

i) Agusto Consulting shall endeavour to structure its consulting and training teams in a manner that promotes continuity and the high quality and integrity they will bring to every assignment.

B. MONITORING AND UPDATING

a) Agusto Consulting shall allocate adequate personnel and financial resources to pre- engagement, during and post engagement to ensure commensurate value is delivered to the client.
b) Agusto Consulting will ensure that data or materials used in completing a consulting or training engagement is accurate and current and absent of any misleading or ambiguous communication to the client

c) In cases where Agusto Consulting uses separate analytical teams or facilitators to carry out a consulting or training engagement, each individual shall have the requisite expertise and resources to perform its respective functions in a timely and efficient manner at all times.

d) Agusto Consulting reserves the right to decline either a consulting or training engagement if the team concludes there is not sufficient resource or manpower to complete the request. This must be done prior to any commitments to the client is made or terms of engagement is signed.

C. INTEGRITY OF OUR PROCESS

a) Agusto Consulting and its employees shall deal fairly and honestly with clients, investors, other market participants and the public.

b) Agusto Consulting staff shall be held to high standards of integrity and the company shall not employ individuals where there is evidence that they have compromised integrity.

c) The Chief Executive Officer (CEO) shall oversee compliance with this Code, the policies referred to herein and all applicable laws and regulations. In fulfilling this role, the CEO shall be assisted by the Executive Directors, Head, Agusto Consulting, Chief Operating Officer (COO) and Head of Human Resources.

d) Employees are expected to report to the CEO, ED’s, Head, Agusto Consulting, COO, Head of Human Resources, the activities about which they have knowledge that a reasonable person would question as a potential violation of this Code, related policies, procedures and guidelines and any applicable laws. Where such a report is received, appropriate action shall be taken as deemed applicable. Agusto & Co prohibits any form of retaliation against an employee who in good faith reports such conduct or who in good faith assists in the investigation of such conduct.

3 INDEPENDENCE AND AVOIDANCE OF CONFLICTS OF INTEREST
A. GENERAL

a) Agusto Consulting and its team shall use care and professional judgment to maintain both the reality and appearance of independence and objectivity. All personnel are required to conduct themselves at all times in accordance with high professional standards and in a manner that will reflect favourably on the company and the Agusto & Co. group.
b) The recommendations during a consulting or training engagement shall be influenced only by factors and data that are current and relevant.

c) Agusto Consulting shall confer with Agusto & Co. to ensure that there are no conflicts of interest that may arise if the client already has an existing contract with the ratings business and put in place procedures and mechanisms designed to minimise the likelihood that conflicts of interest will arise.

d) Agusto Consulting will not use confidential or privy data supplied by one client for the completion of another client’s engagement, without consent or required notice, as this may constitute a breach of trust and create a conflict of interest.

B. CHINESE WALL

a) Agusto Consulting will not share confidential, privy or inside information that may inadvertently or deliberately have an impact on the outcome of another engagement with the rating business or other business lines within and outside the group.
b) Inside information will be shared only on a need-to-know basis or due to active participation in a particular engagement.
c) Agusto Consulting will use information solely for the purpose in which it was collected from the client.

C. INSIDER TRADING

a) Agusto & Co. group prohibits its employees from engaging in any Securities trading presenting actual conflicts of interest with rating activities and consulting engagements.
b) Agusto Consulting employees shall not use or share confidential Information for the purpose of trading securities, or for any other purpose except the conduct of Agusto Consulting`s business.

D. PROCEDURES AND POLICIES

a) Agusto Consulting shall adopt written internal policies and mechanisms to (i) identify and (ii) eliminate, or manage and disclose, as appropriate, any actual or potential conflicts of interest that may influence the opinions and analyses Agusto Consulting makes.
b) Agusto Consulting disclosures of known actual and potential conflicts of interest shall be timely, clear, concise, specific and prominent.

c) Agusto Consulting shall make every effort to manage the potential conflicts arising from the payment of fees by clients and ensure that Agusto Consulting receipt of fees from clients does not impair the independence, objectivity or integrity expected.

E. EMPLOYEE INDEPENDENCE

a) Employees are prohibited from soliciting money, gifts, or favours from anyone with whom Agusto Consulting does business and are prohibited from accepting gifts offered in the form of cash or any gifts exceeding a minimal monetary value.

b) Any Agusto Consulting staff who become involved in any personal relationship that creates the potential for any real or apparent conflict of interest (including, for example, any personal relationship with an employee of a rated entity or agent of such entity within his or her area of analytical responsibility) shall, subject to applicable law, disclose such relationship to the appropriate manager or officer of Agusto & Co. group.

c) All staff are expected to refrain from any acts that may cause any forms of conflict of interest with their primary duties as staff of Agusto Consulting.

F. THE TREATMENT OF CONFIDENTIAL INFORMATION

a) Agusto Consulting and its employees shall protect the confidentiality of confidential Information communicated to them by a client or its agents. Unless otherwise permitted by an agreement with the client, Agusto Consulting and its employees shall refrain from disclosing confidential Information in press releases; through research conferences; and conversations with investors, other clients, or any other persons. Notwithstanding the foregoing.

b) Agusto Consulting shall use confidential information only for purposes related to the engagement or otherwise in accordance with any confidentiality agreements with the client.

c) Employees shall take all reasonable measures to protect all property and records belonging to or in possession of Agusto consulting from fraud, theft, or misuse.
d) In preservation of confidential information, Agusto consulting employees will familiarise themselves with the internal policies on data protection and confidentiality, maintained by Agusto & Co. group., and periodically certify their compliance as required by such policies.
e) Agusto Consulting employees shall not share confidential Information within Agusto Consulting, except on a needs basis.
f) Agusto Consulting employees will not share confidential information entrusted to Agusto consulting employees with any affiliated entities.

g) The Employee’s obligations with regard to any particular confidential information shall commence immediately upon the employee first having access to such confidential information and shall continue during and after his/her employment by the employer until such time as such confidential information has become public knowledge other than as a result of the employee’s breach or breach by those acting in concert with the employee or on the employee’s behalf

4. WHAT AGUSTO CONSULTING EXPECTS OF CLIENTS
a) Agusto Consulting expects that each client that has agreed to participate in a consulting or training process, or its agents, will promptly supply to Agusto Consulting all information relevant to the engagement including, without limitation, all material changes in any information previously provided, potential material events and the client`s overall financial condition, which may require communication of non‐public information to Agusto Consulting.
b) Agusto Consulting expects all such information to be timely, accurate and complete in all respects.

c) Agusto Consulting expects clients to respond to its questions as quickly as possible and to explain the reasons for any delay.

d) Should a client choose to stop cooperating with Agusto Consulting or choose not to provide the required information as contained in the letter of engagement duly signed by both parties, Agusto Consulting will proceed to complete the assignment based on the available data shared.

5. DISCLAIMERS
a) Agusto Consulting is publishing this Code on its free public website, www.agustoconsulting.com on the homepage, under the link “Code of Conduct”. However, with such publication, Agusto Consulting does not intend to assume, and is not assuming, any responsibility or liability to any party arising out of, or with respect to, this Code. This Code is not intended to, and does not, form a part of any contract with anyone, and no one shall have any right (contractual or otherwise) to enforce any of this Code’s provisions, either directly or indirectly. Agusto Consulting may amend this Code at its sole discretion; in any way Agusto Consulting sees fit at any time.

b) Macroeconomic interpretations and insights during consulting or training engagements are expert opinions based on current indicators and therefore do not constitute investment, financial or other advice and are not recommendations to purchase, hold or sell a particular security or to make any other investment decision. Agusto Consulting just like Agusto & Co. does not act as an investment, financial, or other advisor to, and does not have a fiduciary relationship with, an issuer, investor, or any other person.