Conflict of Interest Policy

All directors, officers, and employees have a duty of loyalty, and to act in the Company’s best interests at all times. Directors, officers and employees shall not use their position in the company to acquire a benefit or advantage for their own interests, those related to them, those that benefit third parties, or that may compromise the Company.

Policy on Insider Trading

It is the policy the Company to restrict trading (buy or sell) of the shares of stock of the Company by persons considered to have knowledge of undisclosed material Information about the Company (“Insider”) during the Blackout Period.

Policy on Related Party Transactions

It is the policy of the Company that transactions between the Company and/or its subsidiaries and any of its directors, officers, significant shareholders (beneficial share ownership of more than 10%), or certain entities or persons related to them (“Related Parties”) will be on terms no less favorable to the Company than those entered into with unrelated parties under same or similar circumstances and will not be prejudicial to the Company and its minority shareholders.

Whistle-blowing Policy

This Whistleblowing policy is adopted to provide for a mechanism where genuine issues and concerns of wrongdoing, impropriety or irregularity involving or affecting the Company may be raised in a confidential manner.

This Policy aims to deter and uncover corrupt, illegal, unethical, fraudulent and other conduct detrimental to the interests of the Company.

Code of Business Conduct

Italpinas Development Corporation (the “Company”) believes that corporate governance is a necessary component to sound strategic business management. The Company is firmly committed to the highest professional standards, conduct, ethics, and compliance with all applicable laws and regulations.

Health Safety and Welfare of Employees

The Company is committed to improve the quality of life of its employees through encouraging healthy living and promoting initiatives that encourage employees to maintain active, safe and healthy lifestyles. The Corporation therefore provides its employees with comprehensive health care service directed at prevention of illnesses, protection from health hazards and maintenance of health.

Related Party Transaction

This Policy shall apply to all Directors and Officers and transactions between
the Italpinas Development Corporation (the “Company”) and its subsidiaries.