This Code of Conduct addresses matters relevant to the Company's legal and ethical obligations to its stakeholders. It may be amended from time to time by the Board and published on this website.

The Code applies equally to all employees, directors and officers of the Company.

All stakeholders are entitled to expect the highest professional standards from the employees, directors and officers of the Company. Compliance with this Code, and Hodges' other policies, will ensure compliance with the Corporations Act 2001 and contribute to the good corporate governance of the Company.

The Company's directors must discharge their duties at the highest levels of honesty and integrity, acting in good faith and in the best interests of the whole Company, having regard to their position and the Company's goals and objectives. This entails taking personal responsibility for all issues over which they have control, and reporting any observed breaches of laws or regulations. It also requires that they do not act in ways that would lead others to question their commitment to the Company.

As appointed officers, Hodges' directors will undertake diligent analysis of all proposals placed before the Board, demonstrate commercial reasonableness in decision-making and act with the level of skill expected from directors and key executives of a publicly listed company.

Performance enhancing teamwork relies on a workplace in which people are treated fairly, are respected by their colleagues and encourage each other to develop both corporately and personally. All of the Company's directors and key executives are responsible for making this happen.

Hodges is an equal opportunity employer, and discrimination or harassment of any kind will not be tolerated.

In their dealings within, as well as outside, the Company, individual directors will value integrity, accuracy, concision and timeliness.

The Company's directors must respect the laws, customs and business practices of the countries in which Hodges operates, without compromising the Code's principles. They must also comply with the ethical and technical requirements of relevant regulatory and professional bodies and promote ethical behaviour, and not engage in conduct likely to bring discredit upon the Company.

All the Company's directors have an obligation to be independent in judgement and actions and, as directors, will take all reasonable steps to be satisfied as to the soundness of every decision of the Board.

In a circumstance in which personal interests may conflict with those of Hodges or its stakeholders, steps must be taken to eliminate or manage such conflict.

Gifts or entertainment must not be accepted where they could create an obligation upon Hodges to outside parties.

Employees in possession of commercially sensitive information should not disseminate it to colleagues unnecessarily, and certainly not to outside parties.

The managing director, or his nominee, is the only officer authorised to represent the official views of Hodges to outside parties.

All individuals are prohibited by law from trading in Hodges shares if they possess commercially sensitive information not released to the ASX. The Board has adopted a Share Trading Policy governing when the Company's directors, key executives and employees are able to buy and sell Hodges shares.

Hodges' assets are critical to its business and future success. They include, for example, office and plant equipment. Employees cannot make personal use of these assets without permission.

There will be no unreasonable expenditure on benefits such as gifts or entertainment for employees or outside parties.

Hodges competes fairly in the situations and markets in which it operates. It does not use coercive or misleading practices, nor falsify or wrongly withhold information.

The Company must take into account the impact of environmental, health and safety issues when making business decisions and, in particular, comply with local laws. These form part of a separate Health and Safety and Environmental Policy.

The Board will formally review this Code of Conduct each year.

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