Code of Business Conduct

The policy of the Company is to prevent the occurrence of illegal and unethical behavior,
to halt any illegal or unethical behavior that may occur as soon as reasonably possible after its
discovery, and to discipline those who violate the Code, including individuals responsible for the
failure to exercise proper supervision and oversight to detect and report a violation by their
subordinate employees. Discipline may, when appropriate, include dismissal.

The *insert company name* Code of Business Conduct is a declaration of guidelines and
measures of *ICN* for conducting its business in a legal and moral manner.

The Code consists of provisions from current Corporate Rules to provide a

comprehensible reference for employees. It is created in accordance with Article XIII, Section 3
of the 1987 Philippine Constituion. All rules and procedures inside the Code shall be practiced
by all employees and Board of Directors of *ICN*., including its division, affiliates, and agents.

The purpose of the policy is to avoid the prevalence of unlawful and unethical behavior,
to halt any illegal or unethical conduct that can arise as soon as reasonably possible after its
discovery, and to provide the proper penalties and to discipline those who violate the Code,
together with the individuals accountable for the failure to exercise appropriate supervision
and oversight to detect and report a violation of their subordinate employees.

Guidance & Interpretation

An employee who has a question regarding the applicability of interpretation of the

Code should utilize the procedure specified in the section on page 4 entitle “IMPLEMENTATION
OF THE CODE”.

Compliance with the Law

All of employees, Board of Directors of *ICN*, including its division, affiliates, and agents
shall conform with the current laws and utmost standards of business ethics and conduct in
every matter in which the Company does business.

Corporate Policy #1: Insider Trading In Securities

If someone possesses substantial confidential information concerning a corporation, it is

far unlawful for the person to trade in securities of the corporation.

All employees, officers and directors of the Company, including its affiliates and agents
who are in a private relationship with the Company, shall not exchange or endorse the
purchase or sale of *ICN* common shares (or any other *ICN* securities) while they are in
custody of “material information” concerning the management or prospects of the Company
that has not been publicly released and dispersed to the investment community. In addition, all
such persons shall refrain from trading in, or endorsing the acquisition or sale of the securities
of any other corporation of which they have acquired unpublicized “material information” as an
outcome of their employment by the Company.

“Material information” is information which, if publicly disclosed, should fairly be

anticipated to have an effect on the market value of a corporation’s securities or to influence
investor choices with respect to those securities. Definite examples of “material information”
include generally unanticipated modifications in annual and quarterly earnings or dividend
rates, substantial acquisitions, proposed tender offers or stock splits and senior management
changes. Information concerning key new products, contract awards, expansion plans or
significant litigation, and regulatory proceedings are also included.

Corporate Policy #2: Confidential Information

The disclosure of Exclusive Information concerning Company business management,

whether intentional or accidental, can unfavorably affect the financial stability of the Company
and the job security of its employees.

Because of this threat of damage to the Company and its employees, no employees
shall, without the written agreement of the Company, in the course of the term of employment
or thereafter, use, directly or indirectly, for the betterment of such employee or others, or
reveal to others, any Exclusive Information obtained during the course of employment.

“Exclusive Information” approach all discoveries, innovations, and improvements,

whether or not patentable or copyrightable, methods, processes, techniques, shop practices,
computer software, equipment, research data, marketing and sales information, personnel
data, customer lists, financial data, plans and all trade secrets which are in the custody of the
Company and which have not been issued or revealed to the general public.

Every employee shall punctually report to the proper immediate supervisor any effort
by outsiders to obtain Exclusive Information or any illegal use or discovery of Exclusive
Information by other employees.

Corporate Policy #3: Conflict of Interest

Each employee must refrain from any investment, interest, or association that obstructs
or might obstruct with the impartial exercise of his or her own individual satisfactory judgment,
and with such employee’s duty to carry out his or her obligations in the greatest interests of the
Company. Specifically:

1. All employees shall address all persons doing business with the Company in a truthful
and objective way without bias or desire based upon personal financial considerations.

2. Employees shall not receive from or provide to any supplier, customer or competitor
any gift or entertainment except as permitted under “Gifts and Entertainment” on page
3.

3. No employee shall do business with a close relative on behalf of the Company, unless
the matter is made by two parties independently of each other and is disclosed, in
writing, to the corporate officer responsible for their function.

4. No employee shall, directly or indirectly, own any financial interest in or possess any
employment or managerial position with any firm or corporation which is a competitor
of or which does or seeks to do business with the Company. Each corporate officer shall
evaluate such case and they shall determine whether the existence of such interest or
position is against the Company’s policy or is harmful to the best interest of the
Company or and its operations. Necessary methods to correct the situation shall be
immediately instituted if it is determined that such conflict or detrimental effect may
occur.

Corporate Policy #4: Gifts and Entertainment

No employee shall obtain or receive, or offer or give any payments, fees, loans, services
or gifts from or to any person or firm as a consequence of doing business with the Company.

The Company’s policy is intended to allow gifts of reasonable cost, normal business
meals and entertainment, the trade of common reciprocal courtesies between employees of
the Company and their business associates, and similar standard and sensible expenditures to
encourage general business goodwill.

Reasonable expenditures for gifts may be allowed if the expenditures have been
appropriately authorized and are correctly recorded on the books of the paying entity.
However, leisure or gifts shall not be of substantial monetary value nor exceed that value
customarily and openly provided by responsible competitors of the Company.
Corporate Policy #5: Governmental Payments

No employee shall directly or indirectly provide, suggest, or assure any form of bribe,
gratuity, or kickback to a local government official or employee.

Corporate Policy #6: Safety and Health

In accordance with Article XIII, Section III of the 1987 Philippine Constitution, the
company shall provide a humane conditions of work – including its environment. *ICN* is
committed to providing its employees with a safe and healthy work environment. Employees
shall comply with all applicable occupational health and safety laws and regulations.

Corporate Policy #7: Environmental Laws

All employees of the Company, including its facilities, management and operations, shall
conform with all applicable environmental laws, rules and regulations, including those dealing
with hazardous emissions to the atmosphere, discharges to surface or underground works,
drinking water supplies, waste management, community emergency response planning and
toxic substances control.

Corporate Finance Manual #1: Accuracy and Integrity of Books and Records

All Company books, records and accounts must precisely reflect the nature of the
transactions recorded. All assets and liabilities of the Company must be recorded in the regular
books of account. No undisclosed or unrecorded fund or asset shall be recognized in any
amount for any purpose. No false entries shall be made for any purpose.

Corporate Human Resources Policy #1: Equal Employment Opportunity

The Company shall provide employment opportunities without regard to race, religion,
color, national origin, gender, sex, age, ancestry, citizenship, veteran status, marital status,
sexual orientation or disability, or any other reason prohibited by law, and to maintain a work
environment free from harassment. Decisions as to hiring and promotion must be ground
exclusively upon job-related qualifications.

IMPLEMENTATION OF THE CODE

Corporate Compliance Officer

The Corporate Compliance Officer is responsible for implementation of the Company’s

compliance program, including the Code. An employee who has a question regarding the
interpretation and applicability of the Code should direct his question to the Corporate
Compliance Officer or to the Vice President for Human Resource and Legal Affairs.

Reporting of Violations

If an employee knows of a violation or possible violation of the Code, the employee

should immediately report it to the Corporate Compliance Officer or to the Vice President for
Human Resource and Legal Affairs.

Investigation of Violations

All reported violations of the Code will be immediately investigated by the Company and will be
handled with confidentiality to the extent consistent with the Company’s interests and its legal
obligations.

All investigations by the Company of wrongdoing will be directed by the Corporate Compliance
Officer. Employees are expected to collaborate in the investigation of suspected violation of the
Code. If the result of the investigation specifies that corrective action is required, the Company
will decide what steps it should take, including, when appropriate, legal proceedings, to resolve
the problem and avoid the likelihood of its recurrence.

Acknowledgment

The Company requires that all employees and Board of Directors sign an acknowledgment
verifying that they have received and read the Code and understand it.

Acknowledged by:

Elline Maneja

(insert position)

Nikoull Wines

(insert position)

ETC ETC ETC