Code of conduct

This Code of Conduct (the ‘Code’) sets forth the standards of conduct which The Rank Group Plc (‘Rank’) requires of all its directors, officers and employees, including directors, officers and employees of all Rank’s subsidiary companies. Any questions involving the application of the Code should be referred to Rank’s Company Secretary (email frances_bingham@rank.com or telephone +44 (0) 1628 504250). Any allegation that any individual has contravened any of its provisions should be similarly referred.

Strict compliance with the Code is expected and any violation may result in disciplinary action.

The Code

1. Honest and ethical conduct

Rank requires honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

2. Disclosures

Rank promotes full, fair, accurate, timely and understandable disclosure in reports and documents, including financial statements, that Rank files with the Registrar of Companies and with the Securities and Exchange Commission, and in other public communications made by the Company.

Each individual shall, in so far as he/she is able to, seek to ensure that:

• No unrecorded fund or asset of Rank is established or maintained for any reason;
• No false, artificial or misleading entries in Rank’s books and records shall be made for any reason; and
• All reporting of information should be complete, accurate, honest and timely and should be a fair representation of the facts.

3. Compliance

Each individual is required to support and promote Rank’s long-standing commitment to operate in compliance with all applicable laws, rules and regulations in each jurisdiction in which it carries on business.

4. Violations

Any individual should promptly report any violations of this Code of which that individual becomes aware to Rank’s Company Secretary.

5. Accountability

Rank’s Company Secretary is accountable for ensuring adherence to this Code (including ensuring prompt and consistent enforcement) and in this regard reports to Rank’s Audit committee which is comprised solely of independent non-executive directors. A report will be given by the Company Secretary to the Audit committee concerning adherence to this Code at least annually.

Whistleblowing protection

Rank will make every effort to ensure protection for individuals who report questionable behaviour in light of this Code, in accordance with the Group’s Whistleblowing Policy, a copy of which can be obtained from HR departments.

Waivers

Any waivers to this Code for executive officers and directors may be made only by the board and must be promptly disclosed to shareholders, along with reasons for the waiver.

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