Code of Business Ethics

1. SHAREHOLDERS

Protection of Assets

We will protect TD Group assets from loss, damage or misuse and ensure that assets such as funds, work products or computers may only be used for appropriate business purposes and other purposes approved by management. TD Group assets may never be used for illegal or offensive purposes.

Reputation

TD Group’s reputation is a key asset. We will not risk TD Group’s reputation by knowingly associating with people or organisations, products or transactions which are likely to damage that reputation.

Proprietary and Confidential Information

We will safeguard all proprietary information by keeping it secure, marking such information where appropriate and limiting access to those who have a need to know in order to do their jobs. We will treat proprietary confidential information of third parties that is entrusted to us as we would treat our own proprietary confidential information. The obligation to preserve confidential proprietary information continues even after employment ends.

Inside Information and Share Dealing

When relevant employees are not allowed to deal in TD Group shares or any other kind of securities or enter into any sort of transaction relating to the market price of securities or other assets if they have knowledge of any unpublished price-sensitive business information that comes to them by virtue of their job.

Company Records and Communications

All business records and communication should be clear, truthful and accurate. No false or artificial entries may be made and all financial books, records and accounts must conform to proper accounting principles and to the system of internal controls adopted by the TD Group Board. In business communications and records we will avoid exaggeration, colourful language, legal conclusions and derogatory remarks or characterisations of people and companies. This applies to communications of all kinds including e-mail and “informal” notes or memos.

2. CUSTOMERS

Customer Satisfaction

TD Group’s customers have built and will continue to build our business therefore we will deliver the highest standards of quality and value. We will endeavour to meet and exceed our customers’ expectations.

Product Quality and Safety

TD Group is committed to providing products and services that are of the highest standards of Quality, Safety and Reliability. This will be achieved through rigorous conformance to applicable laws, regulations, policies and procedures.

Sales and Marketing

We will only be able to build long-term, quality relationships with our customers if we demonstrate honesty and integrity. All of our marketing and advertising will be accurate and truthful. We will only obtain business legally and ethically. Guidance concerning customer gifts, travel and entertainment is in the Conflict of Interests section of this Code.

3. THE MARKETPLACE

Competitive Information

We must never use any illegal or unethical methods to gather competitive information. Stealing proprietary information, intentionally obtaining trade secret information in breach of confidentiality obligations or procuring such disclosures by past or present employees of other companies is prohibited. If information is obtained by mistake which is believed to constitute a trade secret or confidential information of another business, or if we have questions about the legality of information gathering, we will consult with our legal advisers immediately.

Fair Competition and Antitrust

TD Group employees are required to comply with the antitrust and unfair competition laws of the UK and other countries in which we may do business. These laws are complex and vary considerably from country to country. They generally concern:

Agreements with competitors that harm customers, including price fixing and allocations of customers or contracts.

Agreements that unduly limit a customer’s ability to sell a product, including establishing the resale price of a product or service.

Attempts to monopolize, including pricing a product below cost in order to eliminate competition.

4. COMMUNITY ACTIVITIES

Community Service

Through its products, TD Group strives to make a positive contribution to society as a whole and actively supports the local communities in which we operate through financial and voluntary support.

Personal Community Activities

TD Group employees are encouraged to participate in community activities unless such participation is inconsistent with employment obligations to TD Group. Employees of TD Group are also free to support charity and political organisations of their choice, provided the views expressed are clearly stated as personal views and not those of TD Group.

Environment

TD Group recognises that its day to day operations have both a positive and negative impact on the environment. TD Group is committed to minimising the pollution and harmful effects of its actions and products wherever practicable. Pace is committed to ethical conduct in all its operations and as such will respect human rights and encourage its suppliers to operate accordingly.

5. RESPONSIBLE CITIZENSHIP

Compliance with Law

TD Group Directors, employees, contractors and representatives are required to comply with applicable laws and governmental regulations wherever we do business.

Political Activities and Anti-corruption

No TD Group employee may, except with authority from the TD Group Board, make any political contribution on behalf of TD Group or use our name, funds, property or equipment for the support of political parties. Lobbying activities and governmental, state or Commission contacts on behalf of TD Group other than sales activities shall be co-ordinated by a Director of TD Group.

TD Group will comply with the anti-corruption laws of the UK. No employee, agent or third party sales representatives will directly or indirectly offer or make a corrupt payment to government officials, including employees of state-owned enterprises.

6. EMPLOYEES

Workplace Responsibility

We believe that abusive harassing or offensive conduct, be this verbal, physical or visual, is unacceptable. Some examples of this would include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

All employees are encouraged to report harassment when it occurs and/or to ensure that where other employees’ conduct makes them feel uncomfortable such incidents are reported. All employees are responsible for ensuring that the workplace is safe and are required to follow health and safety rules at all times. It is everyone’s responsibility to report accidents, injuries and any unsafe equipment or working practices to management. TD Group is committed to providing a hazard-free workplace as far as is reasonably practicable.

Conflict of Interest

It is an offence to accept or solicit any gift or consideration from anyone as an inducement or reward for showing favour in connection with TD Group’s business. All such offers should be politely but firmly declined by employees. Gifts of a trifling nature (such as pens and diaries) may be accepted. If you are approached by a contractor or supplier seeking favoured treatment in consideration of any benefits or hospitality you should firmly decline. The circumstances must then be reported to the TD Group management immediately.

Entertainment

Business entertainment should only ever occur on a reciprocal basis and on a scale consistent with that which you, when host, would be authorised to arrange. If you have any doubt whatsoever about accepting hospitality you should seek guidance from your manager or director. Employees who are invited to corporate hospitality events by suppliers should ensure that attendance at such events is notified to their manager or director.

Travel

If a supplier or other third party offers to meet the cost of travel and/or accommodation for TD Group employees to hospitality events then this may be accepted provided it is approved in advance by the employee’s manager or director.

Reporting Concerns

If any employee is in doubt about any matter concerning business conduct then they should seek advice from their immediate manager or Director. Any disclosure or communication made to management in accordance with this Code will be treated as confidential.