Code of Ethics and Conduct

1 Introduction

NewSat Limited (“NewSat”) is committed to conducting its business in a way that is open and accountable to shareholders and the wider marketplace. We believe our corporate governance practices as a listed company are rigorous and of a high standard.

2  Purpose of the Code

NewSat employees are bound by a Code of Ethics and Conduct (“Code”). The objective of the Code is to ensure that:

• high standards of corporate and individual behaviour are observed by all NewSat   employees in the context of their employment with the Company;
• employees are aware of their responsibilities to NewSat  under their contract of employment; and
• all persons dealing with NewSat whether it be employees, shareholders, suppliers, customers or competitors can be guided by the stated values and policies of NewSat.

For the purpose of this document “employees” includes NewSat contractors and directors.

3 Obligation to Comply with Code

Employees will adhere to the Code both in letter and in spirit. Adherence to the Code is a term of employment with NewSat. Violation of the Code by any employee, or unethical behaviour which may affect the reputation of NewSat may be subject to disciplinary action including termination of employment.

4  Primary Obligations of Code

NewSat and its employees must act with high standards of honesty, integrity, fairness and equity in all aspects of their employment with NewSat.

NewSat and its employees must comply fully with the content and spirit of all laws and regulations which govern the operation of NewSat, its business environment, and its employment practices.

Employees will not knowingly participate in any illegal or unethical activity.

Employees will not enter into any arrangement or participate in any activity that would conflict with the interests of NewSat or prejudice the performance of professional duties.

Employees must actively promote compliance with laws, rules, regulations and this Code.

5  Reputation of NewSat

Employees shall not do anything which would be likely to negatively affect NewSat’s reputation.

6  NewSat’s responsibilities to Shareholders and the broader financial community

It is Management’s task to achieve and the Board’s role to oversee the delivery of shareholder value through the sustainable and efficient operation of the company, sound reporting and risk management practices and exemplary compliance with the continuous disclosure regime. The mechanisms to achieve this include the risk management structures, the Audit Committee, and the Board’s oversight of strategic and business objectives.

7  NewSat’s responsibilities to the Community

Where appropriate NewSat ensures it acts responsible in regards to environmental issues and community activities, donations and sponsorship

8  Care and Diligence

NewSat and its employees should exercise due care and diligence in the performance of their duties and responsibilities. This should include such activities as ensuring the accuracy of all decision-making information, attending to detail in all aspects of work, being mindful of the sensitivities of others, protecting confidentiality and being courteous, open and honest.

The products and services provided by NewSat will be of high quality. NewSat and its employees will deliver these products and services to its customers in a timely and equitable manner, and give customer satisfaction high priority. Where the quality of products and services provided by NewSat is not satisfactory to its customers, NewSat will take prompt remedial action.

9  Conflicts of Interest

Where a conflict of interest arises or may arise, an employee must disclose the conflict to his or her supervisor. The supervisor will ensure that measures are put in place to protect parties affected by the conflict of interests from that conflict. Depending upon the nature and extent of the conflict, the measures taken to protect against conflict of interest may include ensuring that the conflicted or potentially conflicted employee does not participate in the relevant decision or activity, or disclosing the conflict to third parties affected by the conflict and ensuring that the conflicted or potentially conflicted employee is not the sole decision maker on the matter.

Employees who are directors of NewSat or its subsidiaries will be guided by the constitution of NewSat or the subsidiary and will ensure that they abide by the provisions in the Corporations Act governing conflicts of interest. Where there is doubt the matter should be raised with the Chairman of NewSat. NewSat has put in place a review structure to oversee the continued integrity, efficiency and transparency of NewSat’s supervision of its markets and to deal with perceptions of conflict regarding NewSat’s role as a listed.

10  Corporate Opportunities

Employees will not take advantage of property, information or position, or opportunities arising from these, for personal gain or to compete with NewSat.

11  Confidentiality

Employees will not breach NewSat’s confidentiality or make use of confidential information obtained from NewSat for personal gain or ‘in a manner which would be detrimental to NewSat. Confidential information of NewSat will not be used except in ways which are authorised by NewSat or legally mandated. The same applies to confidential information belonging to third parties which an employee may obtain in the course of their duties.

All employees acknowledge this need for confidentiality by signing an Acknowledgement of Confidentiality upon commencement of employment and must not seek to obtain sensitive information which is not relevant to the performance of their duties.

NewSat will respect the confidentiality of its employees.

12  Fair Dealing

NewSat requires compliance with trade practices laws and requires employees to familiarise themselves with these laws.

NewSat and its employees will comply with the content and spirit of all relevant laws and regulations concerning employment, such as anti-discrimination, equality of employment, health and safety. NewSat will endeavour to ensure that all employees are treated fairly, equitably, and honestly.

13  Use of Company Assets

NewSat assets must be acquired, maintained and used in an efficient manner and for legitimate business purposes.

14  Privacy

NewSat’s regulates the handling of any personal information that it collects in an appropriate way so as to ensure its privacy.

15  Other Policies Regulating Employee Behaviour

NewSat also requires employees to comply with acceptable legal, commercial and individual standards relating to:

• outside employment;
• business courtesies;
• drugs and alcohol;
• employee relations;
• property and information belonging to NewSat; and
• computer usage, desktop software, internet usage and email.

16  Monitoring Compliance with the Code

NewSat’s internal auditor monitors compliance with this Code.

17  Reporting Violations of the Code of Ethics or other unethical conduct

Employees are required to report violations of the Code using conflict escalation procedures. The procedures provide for a staged escalation and provide ultimately for the Managing Director and the Chairman of the Audit and Risk Committee to become involved. The policy underlying the procedures is to ensure employees are not disadvantaged in any way for reporting violations of the Code or other unethical conduct, that the matter is dealt with promptly and fairly and that the procedures are not used maliciously or mischievously.