Ethical Policy

Waller Associates Limited is committed to ensuring that its business is conducted in all respects according to ethical, professional and legal standards. This policy sets out the principles and values that Waller Associates Limited will support and be guided by in the conduct of its business. This policy applies to all employees, and anyone conducting business on behalf of Waller Associates Limited. Further, Waller Associates Limited expects equivalent standards of conduct from its company directors.

The objectives of the business ethics policy are set out below. This is not a complete list, and any action which is unlawful, dishonest or harmful to others, or is otherwise against Waller Associates Limited’s principles and policies will result in disciplinary action.

1. In all dealings:

• Comply with all applicable laws, rules and regulations
• Engage in honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships
• Maintain effective procedures to prevent confidential information being misused and make it clear that the use of confidential information for personal and corporate gain will not be tolerated
• Comply with our policy on gifts and money laundering
• Be alert to and, in accordance with our Whistle-blowing policy, report any fraudulent activities and maintain accurate company records to help prevent their occurrence

2.Dealings with shareholders and other investors:

We are committed to maximising shareholder value over time. We seek to maintain the highest standards in our communications with our investors. By communicating and listening to our existing and potential investors, we seek to establish long term relationships based on mutual understanding and trust. Therefore, the group will:

• Provide timely and truthful financial information in accordance with statutory and regulatory requirements
• Communicate business policies, achievements and prospects honestly

3.Dealings with customers

We are committed to being honest and straightforward in our dealings with customers. Personal contact, helpful and responsive actions are key features of the service we provide. Therefore we will:

• Treat customers fairly, openly and as we would want to be treated
• Provide high standards of service
• Respect the confidentiality of information that we might obtain and retain in relation to customers
• Take all reasonable care to avoid untruths, concealment and overstatement in all advertising and other public communications
• Operate an effective complaints process to deal with situations where these standards are challenged

4.Dealings with employees

We are committed to high standards of employment practice. Therefore we will:

• Provide a clean, healthy and safe work environment
• Provide fair and just remuneration packages
• Implement human resource policies (e.g. Equal Opportunities and Health & Safety) to ensure that specific standards and objectives are clearly communicated
• Not tolerate any sexual, physical or mental harassment of employees

5.Dealings with suppliers of goods and services

We are committed to developing relationships with suppliers of goods and services based on mutual trust and shared values. Therefore we will:

• Maintain high standards of integrity in business relationships with suppliers
• Ensure that all employees will conduct business with suppliers of goods and services in a professional manner
• Encourage suppliers to operate with values and principles equivalent to ours

6.      Dealings with competitors

We are committed to competing vigorously and in a lawful manner. In doing so, we will:

• Avoid disclosing proprietary or confidential information in any contact with competitors
• Not attempting to acquire information regarding a competitors’ business by unlawful means, including industrial espionage, hiring competitors’ employees to gain confidential information, urging competitors’ employees to disclose confidential information, or any other approach that is not above board

7.      Dealings with Government, Legislators and Regulators

We aim to have constructive and open relationships with Government and regulators to foster mutual trust, respect and understanding. Therefore we will:

• Not knowingly evading tax obligations
• As a publicly quoted UK company seek to comply with recognised good corporate governance standards

8.      Dealings with community and non-governmental organisations

On all our developments, we aim to build strong, balanced, long-lasting and vibrant communities as we understand the interdependency between the success of our business and the well-being of the communities in which we operate. Therefore we will:

• Endeavour to make a positive long-term contribution to the quality of life of the community and take into account the concerns of the wider community, including both national and local interests
• Actively engage with local communities to ensure we understand their needs and aspirations.

Compliance with this policy:

Waller Associates Limited aims to maintain high ethical standards when carrying out its business activities. Practices of any sort that are incompatible with the Group’s principles and policies will not be tolerated. Strict adherence to these principles and supporting policies are a condition of employment with Waller Associates Limited and its Divisions.

Ultimate responsibility for compliance with this policy rests with Waller Associates Limited directors. They will ensure that it is communicated to and understood by all employees whilst day to day responsibility for its implementation is delegated to senior management.

Failure to comply with this policy may lead to disciplinary actions and, where breaches of the law take place, may lead to criminal proceedings against the individual or individuals involved.

SP Waller

Director

October 2010