Honesty and integrity has long been a hallmark of PFI. It characterizes everything we do. In fact, it is our first core value. Accordingly, honesty and integrity is the keystone of the Code. Without the integrity of employees, PFI's strong reputation in the financial sector would not exist. Our reputation is the lifeline of our Company. It is the foundation upon which we build relationships with our customers, business partners, suppliers, investors, and each other. Through honesty and respect, employees at every level have endeavored to build PFI's reputation for fair and honest dealing. As the Company continues to grow, it is essential to maintain and build upon our solid reputation. Doing so willopen the door to achieving the Company's other three core values: transparency, trust and team work.

Respect in the Work Environment
PFI strives to maintain a workplace where all employees are treated with dignity, fairness, transparency and respect. Harassment or discrimination based upon race, color, religion, gender, age, marital status, or any other characteristic will not be tolerated. Other activities prohibited because they are clearly not conducive to a respectful work environment are threats of physical harm, violent behavior, or possessing weapons while on Company premises. Furthermore, being under the influence of alcohol or illegal drugs while at work is strictly forbidden.

For employees, examples of potential conflicts of interest include accepting concurrent employment with, or acting as a consultant to any PFI's competitor, clients or supplier; serving on the board of directors or technical advisory board of another entity; or holding a significant financial interest in any PFI's competitor, customer or supplier.

Confidential information also includes any proprietary information shared with PFI by our customers and business partners, or information that has been acquired by an employee during the course of working for a former employer. PFI employees have an equal obligation to protect against the unauthorized disclosure or misuse of such third party confidential information.

Insider Trading
PFI believes in an open culture in which information is widely shared. As a result, during the course of employment, PFI employees may have access to non-public information about PFI which, if known to the public, might affect investors' decisions to buy, sell or hold securities issued by the Company.

Trading by an employee while in possession of such material non-public information is prohibited. Insider trading is also prohibited by the Securities & Exchange Commission, DSE Listing Rules & CSE Listing Rules. Engaging in insider trading is a ground for disciplinary action including termination from service, initiation of civil and criminal case etc.

Public Reporting Requirements
Accounting and other business records are relied upon in the preparation of reports PFI files with certain government agencies, including Bangladesh Bank, the Securities and Exchange Commission (SEC) and DSE, CSE etc. These reports must contain full, timely and understandable information and accurately reflect our financial condition and results of operations as well as corporate information.

Employees who collect, provide or analyze information for or otherwise contribute in any way in preparing or verifying these reports must strive to ensure that our financial and corporate disclosures are accurate and verifiable, enabling shareholders and potential investors to assess the soundness and risks of our business and finances and the quality and integrity of our accounting and disclosures. The integrity of our public disclosures depends on the accuracy and completeness of our records. To that end:

- All business transactions must be supported by appropriate documentation and reflected accurately in our books and records;

- No entry be made that intentionally mischaracterizes the nature or proper accounting of a transaction;

- No PFI's employee may take or authorize any action that would cause our financial records or disclosures to fail to comply with generally accepted accounting principles, the rules and regulations of the SEC or other applicable laws, rules and regulations;

- All employees must cooperate fully with our internal auditors and statutory auditors, respond to their questions with candor and provide them with complete and accurate information to help ensure that our books and records, as well as our reports filed with the Bangladesh Bank, SEC, DSE, CSE, RJSC are accurate and complete; and no employee should knowingly make (or cause or encourage any other person to make) any false or misleading statement in any report filed with the SEC or other government agency, or knowingly omit (or cause or encourage any other person to omit) any information necessary to make the disclosure in any of our reports accurate in all material respects.

Any employee who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly to the Company's Chief Executive Office, Chief Financial Officer and/or to the Company's Internal Audit and/or the Company Secretary.

Implementation
A copy of this Code will be furnished to each PFI'S employee upon commencement of employment with the Company. All employees will be required to sign a statement acknowledging receipt of, and their affirmation to abide by, the Code. The Human Resource department shall incorporate an overview of the Code into the agenda for new employee orientation.

Compliance and Violations
All PFI employees are expected to comply fully with this Code. Employees who violate this Code will be subject to disciplinary action, up to and including immediate termination of employment.

Procedure for Reporting Unethical Conduct & Enforcement
PFI observes an open-door policy. If an employee becomes aware of or suspects that unethical or illegal conduct has occurred or is about to occur, the employee should notify his or her manager, Human Resource Manager or the Company Secretary or the Managing Director

- Reports of unethical or illegal conduct shall be promptly and thoroughly investigated by either or both the Internal Audit Department or the HR Department, as appropriate under the circumstances.

- All information regarding suspected ethical violations or unlawful activity will be received on a confidential basis. While complete confidentiality cannot be guaranteed, confidentiality will be maintained to the extent possible in conducting internal investigations and, where action is warranted, in carrying out disciplinary measures.

- Employees who report unethical conduct in good faith are assured they may do so without fear of retribution. PFI will not tolerate adverse actions being taken against an employee for the good faith reporting of violations of law or Company policies, or for participating in internal investigations.

Management in consultation with the Board, if required in the interest of the employee and the Company, may vary, modify or cancel any of the rules and regulations regarding service rules of the Company.

7.02

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