CODE OF ETHICS AND CONFIDENTIAL REPORTING POLICY

The Holding Company is committed to the highest standards of integrity, and ethical and legal conduct in dealings with its stakeholders. The Code of Ethics and Confidential Reporting Policy, which outlines the ethical and professional management practices that PSS Holdings Co., Ltd. upholds, have been adopted by the Board.

The principles of business conduct are not only expected to be followed at the management level, but throughout PSS's business network. As well as being available on this website, the principles are disseminated to all employees in all regions who are expected to follow these principles as a part of their employment duties. In addition, given our commitment to these principles, we also expect that those doing business with us will deal in the same way we are committed in dealing with them.

Business principles detailing the Holding Company's approach to community and social development issues and its labor practices have also been formulated on a group-wide basis. In addition, a policy providing for the confidential reporting by employees of acts of fraud, dishonesty, and other actions of unethical and illegal nature, including acts that offend PSS's Code of Ethics, by other employees or those with whom they are doing business, was finalized. The procedures and mechanisms for such a reporting permit are confidential reporting via facsimile and anonymous email. Once a report is made, this will be investigated and appropriate action will be taken. Information on the reporting mechanisms and the policy on such reporting are communicated to all employees by means of a roll-out campaign at regional levels and through the company intranet.

As the Holding Company's Code of Ethics and Confidential Reporting Policy have been newly introduced, it is still early to gauge the extent to which there is adherence to these ethical standards. The findings of the internal and external audit functions to date have revealed no significant breaches of these standards. Through the widespread dissemination of these standards and the emphasis of these standards in employee training, the Company is confident of a high level of adherence to its ethical standards.

PRINCIPLES OF BUSINESS CONDUCT

These principles set out the standards which guide the Holding Company and its employees in the conduct of business. These are applied to all PSS's operations in every country in which we operate and to all of our employees.

We will comply with all laws and regulations applicable to our businesses and to our relationships with our stakeholders – our investors, employees, and the communities in which we do business.

We will fully, accurately, timely, and consistently disclose in readily understandable language to appropriate regulators, our stakeholders, and the public, material information about the Holding Company and its performance.

We will not offer, pay nor accept bribes or condone anti-competitive market practices and will not tolerate any such activities by our employees.

We prohibit employees from trading shares illegally when they have unpublished, price-sensitive information.

We require our employees to perform their duties conscientiously, honestly, and with due regard for the avoidance of conflicts between any personal, financial or commercial interests and their responsibilities to the Holding Company.

We will take all reasonable steps to identify and monitor risks to the Holding Company and its stakeholders, to safeguard our assets, and to detect and prevent fraud.

We will promote the application of our principles by those with whom we do business with and their willingness to accept these principles will be an important factor in our decisions to enter into, and to remain in such relationships.

We encourage employees to take personal responsibility for ensuring that our conduct complies with our principles. No employee will suffer for bringing to the management's attention the violations of these principles or any other legal or ethical concern. Although employees are encouraged to discuss concerns with their direct managers, they should, in any event, inform the Group Internal Audit Manager regarding these concerns.

If an employee acts in contravention of these principles, the Holding Company will take the appropriate steps in terms of the procedures in place for fair disciplinary action. This action may, in cases of severe breaches, include dismissal without benefits.

OUR BOARD OF DIRECTORS' CODE OF ETHICS

The roles of Chief Executive Officer, Principal Financial Officer, and Senior Financial Officers at the Holding Company and all its subsidiaries are critical to a high standard of corporate governance. Senior Financial Officers are expected to adhere to the following principles and responsibilities:

It is the sole responsibility of the Chief Executive Officer, Principal Financial Officer and each Senior Financial Officer to ensure adherence to this code and to obtain the necessary guidance from Executive staff where uncertainty may occur.

POLICY FOR DEALINGS IN THE SHARES, WARRANTS, AND OTHER DERIVATIVE INSTRUMENTS OF THE COMPANY BY DIRECTORS AND EMPLOYEES

This policy is applicable to all directors and employees who are insiders for the purposes of dealings in the shares, warrants, and other derivative instruments of the Company or any of its listed subsidiaries.

An insider is anybody who has inside information:

Inside information means specific or precise information that has not been made public and -

Deemed insiders include directors, executive officers, and other employees.

Directors, executive officers, and other employees are not permitted to deal in warrants and other derivative instruments of the Holding Company's shares at any time.

In respect of share purchases or sales, insiders will be required to notify the Managing Secretary, via telephone, fax or email, regarding their intention to deal in PSS shares, whether directly or indirectly. In addition, executive directors intending to deal in PSS shares or to exercise share options will be required to obtain written clearance from the Chairman of the Remuneration Committee or his authorized deputy.

The Managing Secretary will notify the insider if the deal is in a prohibited period being:

Once the transaction has been completed, the insider will be required to record the complete details of the transaction, and submit it to the Managing Secretary. The Managing Secretary will ensure that such transactions are reported at the next board meeting, after which the document will be filed in the Holding Company's confidential records.

POLICY ON THE FIT AND PROPER TEST FOR DIRECTORS

Policy
PSS will comply with all statutory and regulatory requirements, as far as it is practicable, as regards to the fit and proper test for directors. This policy seeks to establish the criteria to assist both the Board and the Nominations Committee in considering whether a candidate is fit and proper to assume the responsibility of a director of the Holding Company. The criteria and procedures envisaged in this policy will be used equally in regards to the appointment of the managing and company secretaries.

Criteria
All directors must be individuals with leadership, calibre, integrity, and credibility, and who are legally qualified to act as directors of the Company. All directors must contribute meaningfully to matters concerning the Holding Company. All directors must bring judgment to bear independent of management on a wide variety of issues, such as strategy, transformation, diversity, etc. Independence of thought and a willingness and ability to debate issues vigorously is a crucial factor in determining nominations.

Responsibility
The Holding Company secretarial department will be responsible for drawing-up and amending procedures, where and when necessary appropriate, for determining the fit and proper test of new directors, which shall be designed to aid and assist the Nominations Committee in its work.