Cache Employee Handbook-V1.1

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Employee Handbook

Version : 1.1

Release Date : 1st

Oct 2013

CACHE DIGITECH PVT. LTD.



EMPLOYEE HAND BOOK _ V1.1 (Effective Date – 1 st OCT 2013)

Cache Digitech Pvt. Ltd. (Confidentiality: for intended recipients only) Page 1

1 Table of Contents1 Table of Contents ..................................................................................................................................... 1

2 Management Letter ................................................................................................................................. 4

3 Terms and Conditions .............................................................................................................................. 7

3.1 Job Title ......................................................................................................................................... 7

3.2 Duties............................................................................................................................................. 7

3.3 Pay ................................................................................................................................................. 7

3.3.1 Payments to You .................................................................................................................... 7

3.3.2 Vijaya Bank Account .............................................................................................................. 8

3.3.3 Salary Review ......................................................................................................................... 8

3.3.4 Discretionary Bonus Award ................................................................................................... 8

3.3.5 Allowances ............................................................................................................................. 8

3.3.6 Overtime and Additional Hours ............................................................................................. 8

3.3.7 Public and Bank Holidays ....................................................................................................... 9

3.3.8 Incorrect Pay and Deductions from Pay under the Employment Rights Act 1996 (Part II) .. 9

3.3.9 Tax and National Insurance on Benefits ................................................................................ 9

3.4 Performance Review ................................................................................................................... 10

3.5 Hours of Work ............................................................................................................................. 10

3.5.1 General ................................................................................................................................ 10

3.6 Leave............................................................................................................................................ 11

3.6.1 Holiday Entitlement ............................................................................................................. 11

3.6.2 Absence from Work ............................................................................................................. 12

3.7 Location and Mobility .................................................................................................................. 15

3.7.1 Management ....................................................................................................................... 15

3.7.2 General Grade ..................................................................................................................... 153.7.3 Business Recovery Plans ...................................................................................................... 15

3.8 Cars .............................................................................................................................................. 16

3.8.1 Management Car Scheme ................................................................................................... 16

3.8.2 Management Car Loan ........................................................................................................ 16





3.8.3 Motoring Offences .............................................................................................................. 16

3.9 Expenses ...................................................................................................................................... 17

3.10 Retirement and Pensions ............................................................................................................ 17

3.11 Standards of Conduct .................................................................................................................. 17

3.12 Confidentiality ............................................................................................................................. 17

3.13 Inventions and Other Intellectual Property ................................................................................ 18

3.14 Employee Records ....................................................................................................................... 19

3.15 Notice Periods ............................................................................................................................. 19

3.16 Termination of Employment by the Company ............................................................................ 19

3.17 Garden Leave ............................................................................................................................... 203.18 Return of Property....................................................................................................................... 20

3.19 Competition Obligations ............................................................................................................. 20

3.19.1 Confidential Information ..................................................................................................... 20

3.19.2 Post Termination Obligations .............................................................................................. 20

3.20 Disciplinary .................................................................................................................................. 21

3.20.1 Rules and Procedure............................................................................................................ 21

3.20.2 Disciplinary Sanctions .......................................................................................................... 21

3.21 Grievance Procedure ................................................................................................................... 21

3.22 Variation and Changes ................................................................................................................ 22

3.23 Rights of Third Parties ................................................................................................................. 22

3.24 Definition of Group...................................................................................................................... 22

3.25 Code of Business Ethics and Responsible Behavior ('the Code') ................................................. 22

3.25.1 Integrity ............................................................................................................................... 22

3.25.2 Fidelity ................................................................................................................................. 23

3.25.3 Self-Respect ......................................................................................................................... 233.25.4 Corporate Values (in relation to personal conduct) ............................................................ 24

3.25.5 Core Standards of Behaviour ............................................................................................... 24

3.26 Rules and Regulations ................................................................................................................. 26

3.27 General ........................................................................................................................................ 26





3.28 Security and Fraud Prevention .................................................................................................... 26

3.29 Communications .......................................................................................................................... 27

3.30 Personal Finance ......................................................................................................................... 27

3.31 Commitments outside the Company/Dual Employment ............................................................ 27

3.32 Giving and Receiving Gifts and Benefits ...................................................................................... 28

3.33 Diversity ....................................................................................................................................... 28

3.33.1 The Central Role of Diversity ............................................................................................... 28

3.33.2 Your Obligations .................................................................................................................. 28

3.33.3 Assistance ............................................................................................................................ 29

3.34 Compliance with Financial Services Regulations and Rules ........................................................ 293.34.1 Compliance Risk ................................................................................................................... 29

3.34.2 Operational Risk .................................................................................................................. 29

3.34.3 Whistle-Blowing .................................................................................................................. 29

3.34.4 Data Protection ................................................................................................................... 30

3.34.5 Health, Safety and Fire ........................................................................................................ 33

3.34.6 Dress and Appearance ......................................................................................................... 34

3.34.7 Alcohol and Drug Misuse ..................................................................................................... 34

3.35 Learning & Development ............................................................................................................ 34

3.36 Professional and Technical Qualifications ................................................................................... 34

4 DOCUMENT REVISIONS .......................................................................................................................... 35





EMPLOYEE HANDBOOK

2 Management Letter

Dear Colleague

Welcome to Cache Digitech Pvt. Ltd. (the “Company”). I would like to wish you every success during youremployment with us, whether you have recently joined the Company or whether you are an existing employee.

This Employee Handbook (the “Handbook”) is designed both to introduce you to the Company and to be ofcontinuing use during your employment with the Company.

Together with your Appointment letter, the Handbook sets out the terms and conditions of your employment,

guidance on the high standards of conduct that are expected of you and some of the main employee benefits whichmay be available to you. The Handbook also provides you with information on where to find the main policies and

procedures that will affect your employment, which, for the most part, are contained in the HR Procedures Manualwhich can be obtained from the Human Resources Team.

The Handbook is therefore an important document and it is essential that you read the Handbook thoroughlyand carefully before accepting an offer of employment with the Company or, if you are a current employee, assoon as possible after the Handbook is issued.

Unlike previously, paper copies of the Handbook will not be issued. Instead, this Handbook will only be availablevia Email/HR or recruitment websites. This will allow the Company to keep the Handbook up to date and reflectsthe Company’s policy of minimizing paper products.

General amendments to the Handbook will be issued from time to time by email. As these amendments may reviseyour contract of employment it is essential that you refer to the Handbook familiarize yourself with theseamendments.

I hope that you will find the information contained in the Handbook both informative and helpful. If you requireclarification or any additional information please refer to your line manager.

Thanks and regards,

Prashant Srivastava

CEOCache Digitech Pvt. Ltd.





The purpose of the Handbook is to:

• Set out and cl arify the terms and conditions of employment.

• Set out and clarify the rules and regulations which you must abide by. • Summarize the benefits you may be entitled to.• Set out some of the main issues which may be of interest to you during your e mployment.

The Handbook provides this information so that you may know what is expected of you and what you can expectfrom your colleagues and the Company.

Separate Handbooks are issued for employees in other parts of the CACHE Group within the UK/EUROPE/USA &SA.

This Handbook supersedes earlier versions of the employee handbook which may be referred to in your currentAppointment letter from the Company. All references in such documents to earlier Handbooks should now be takento refer to this Handbook.

The Handbook is divided into a number of sections:

IntroductionThis section explains the importance of the Handbook and introduces the various sections of the Handbookand other HR Resources.

Section 1 - Terms and Conditions of EmploymentThis section, together with your Appointment letter (as amended by any subsequent communications from theCompany), solely form the terms and conditions of your employment. It therefore sets out important information onthe rights and obligations which apply during the course of your employment.

For the avoidance of doubt, references in this Handbook to your ‘offer letter’ means any letter or document(other than the Handbook) issued to you by the Company that is expressly stated to form or constitute part of yourterms and conditions of employment and/or employment contract (and as may have been amended by anysubsequent communications from the Company).

Section 2 – Code of Business Ethics and Responsible BehaviorThe Code of Business Ethics and Responsible Behavior deals with and provides guidance on the standards of

behavior that the Company expects of all employees.

Section 3 – Rules and RegulationsThis section sets out important information about the standards of conduct which you must abide by as an employee,and which you should expect from your colleagues.

Section 4 – BenefitsSection 4 of the Handbook outlines some of the benefits which you may have access to during your employment and

sets out where further information can be obtained in respect of each benefit.

Section 5 – Your Career with the CompanyThis section sets out information on learning and development and other matters which may be relevant during yourcareer with the Company.





About HR Procedures, Policies and other HR Documents

The Human Resources Procedures Manual (the "HR Procedures Manual"), which can be found with HR, contains

the Company’s principal HR policies and procedures. The HR Procedures Manual applies to Cache group ofcompanies; each policy indicates whether it is applicable to one or all companies. You can navigate through the HRProcedures Manual by using the A-Z index. At the end of most sections of the HR Procedures Manual, there are"contact point" tables, so that you know who has the expertise to guide you with any specific issues.

It is important that you take an opportunity within the first few weeks of your employment with theCompany to familiarize yourself with the format and contents of the HR Procedures Manual. The HR ProceduresManual does not form part of your contract of employment.

Other sources of information are specific to certain situations, such as the ‘Maternity Guide’ or the ‘Cache DigitechPvt. Ltd. Compliance Guidelines’ and are referred to in the HR Procedures Manual and can be obtained from yourline manager or through HR.

Where a matter is referred to in the Handbook and further information is contained in other documents, directions tothe appropriate document will normally be provided. Please note, however, that any documents referred to inthis Handbook do not form part of your contract of employment (unless otherwise expressly stated) and arenot incorporated into your contract of employment by reference.

What is the difference between a policy and a procedure?Most of the sources of information are referred to as ‘policies’ and /or ‘procedures’ . A policy usually describes theCompany’s approach to a certain issue. A procedure usually describes the process which the Company will follow inrespect of a particular issue. Some subjects will have both a policy and a procedure; in other subjects the policy mayform part of the procedure.

Regardless of whether information on a particular subject is called a ‘policy’, a ‘procedure’ or both, the key factor isthat they set out guidance on how you should act, and how the Company will act towards you.





3 Terms and Conditions

This section of the Handbook, together with your Appointment letter (as amended by subsequent communicationsfrom the Company), form your terms and conditions of employment. In addition, they set out the details which theCompany, as your employer, is required to give you under section 1 of the Employment Rights Act 1996.

For the avoidance of doubt, references in this Handbook to your ‘ Appointment letter’ means any letter ordocument (other than the Handbook) issued to you by the Company that is expressly stated to form or constitute partof your terms and conditions of employment and/or employment contract (and as may have been amended by anysubsequent communications from the Company).

3.1 Job Title

Your current job title is as stated in your Appointment letter or subsequent communication from the Company, and

may be amended periodically by notice to you in writing or by circular.

3.2 Duties

Your duties are as set out in your role profile or as detailed to you by your line manager. However, you will need totake a flexible approach to your duties and in particular from time to time, you may be required to undertake suchalternative or additional duties as may be commensurate with your grade. On occasions for training purposes oroperational reasons, you may also be required to carry out duties at a higher or lower grade as necessary.

Deputizing in other grade duties is a developmental opportunity and a contribution to overall teamwork andcustomer service.

3.3 Pay

3.3.1 Payments to You

Your pay comprises a basic salary and any entitlement to other allowances as stated in your Appointment letter orother communication from the Company. Any changes will be notified to you in writing or by circular.

Payment will be made into an account in your name with in 12 equal monthly instalments on or around the 3 rd, 7 th or10 th as per the project guidelines of each month unless stated in the contract. This means that you will be paid inarrears for work done up to the 25 th of each month for the payment cycle of 26 th to 25 th of each month. Unless statedor directed by written conversation this cycle will be maintained. However, depending on the date in the month you

join the Company, the payment period and/or date of your first salary payment may vary.

Payment is subject in all cases to statutory deductions of income tax and employee ESI / EPF contributions and any

other deductions which the Company may be obliged to make. You will receive a monthly pay statement detailinggross pay and deductions.

Further details on this are set out in the Salaries section of the HR Procedures Manual.





3.3.2 Vijaya Bank Account

Unless agreed with the HR, it is a requirement of your employment that you maintain an account with Vijaya Bank,into which your salary will be paid.

3.3.3 Salary Review

The Company reviews its current levels of pay each year. Any changes to your basic salary, which are awarded atthe Company’s sole discretion, will be notified to you by letter, circular or in your monthly pay statement. Anincrease in a particular year does not give rise to (or expectation of) entitlement to an increase in the following yearor subsequent years thereafter.

3.3.4 Discretionary Bonus Award

You will be considered for a discretionary bonus award dependent upon your annual performance during the previous calendar year. Any such payment will usually be made in time to time during the employment. This willenable the success of the Group, measured by its overall Economic Profit, to be established before discretionaryawards are announced. The discretionary award is based upon basic salary in the previous calendar year. The

payment and amount of any bonus award will be entirely at the discretion of the Company, and there is nocontractual entitlement for you to receive a bonus at any time, irrespective of whether a bonus has been paid to youor others on previous occasions.

If you leave the Company prior to the payment date or are under notice of leaving the Company but are stillemployed at the payment date, you will not receive an award. This includes those employees resigningfollowing maternity leave.

3.3.5 Allowances

You may be eligible for certain non-contractual allowances, as are applicable at the time. Your Appointment letter orsubsequent communications from the Company will specify the type and level of any allowance to which you may

be entitled. Any subsequent withdrawal or variation will be notified to you in writing or by circular. Furtherinformation is provided in the Allowances section of the HR Procedures Manual.

3.3.6 Overtime and Additional Hours

You may be entitled for the overtime work if written communication is provided to you by HR or Management; payment will be made to the clerical grade employees, in respect of any such hours, in accordance with theCompany’s rules on authorization, eligibility and rates of pay.

No overtime payment will be made to management grade employees who work in excess of 60 hours per week. Inexceptional circumstances key time employees who are in a management grade, may be permitted to workAdditional Hours, for which they will be remunerated as set out above in respect of clerical grade employees.

Further details are set out in the Overtime section of the HR Procedures Manual.





3.3.7 Public and Bank Holidays

Some employees receive payment in respect of Public and Bank holiday working in accordance with the Company's policies and procedures on authorization, eligibility and rates of pay. For further information please refer to thePublic and Bank Holiday working section of the HR Procedures Manual.

3.3.8 Incorrect Pay and Deductions from Pay under the Employment Rights Act 1996 (PartII)

There may be an occasion when through error or omission you receive less than your contractual pay and/orallowances. Should such an unfortunate circumstance arise the Company will rectify the situation and anycontractual pay and/or allowances not paid to you will be paid on the first opportune pay-day following notificationor identification of the omission or error. Conversely, if any error or omission results in any overpayment of payand/or allowances being made to you it is accepted that the Company reserves the right to deduct any suchoverpayment(s) from salary on the first opportune pay-day following identification or notification. The Companywill take into account individual circumstances and try to achieve a jointly agreed repayment schedule.

In the event that the overpayment is made in respect of your final salary payment (or other payment due ontermination of employment), or if you are under a repayment schedule and your employment terminates, theCompany reserves the right to request that you repay such sums owed, on demand.

If your employment ends and the number of days holiday you have taken exceeds your prorata entitlementfor the holiday year, an appropriate deduction will be made from your final pay or if this is not possible theCompany reserves the right to request that you repay such sum on demand. The Company will give you anopportunity to discuss the proposed repayment, and the Company will take into account your personal circumstances

prior to determining a repayment schedule.

If the holiday entitlement you have taken is less than your pro-rata entitlement and it is not operationally practical for

the outstanding days to be taken during the notice period, payment in lieu of outstanding holiday entitlement will bemade. Holiday pay in lieu accrues pro rata throughout each holiday year on the basis of a working year of 265working days.

Payments or deductions will not be made in respect of any Bank or Public holidays accrued or taken in excess ofentitlement.

If you are summarily dismissed or leave the Company without giving due notice, you will not be entitled to any payment and/or accrued holidays or holiday pay.

3.3.9 Tax and National Insurance on Benefits

Where applicable each year the Company will issue to you a Tax statement, which states your total earningsand deductions for the tax year ending 31 st March.

If you fall under tax bracket in any tax year including "benefits in kind", you will be liable to tax on the financialvalue of those benefits. Benefits in kind include items which may be provided to you periodically by the Companysuch as private health insurance, cars and beneficial rate loans.





3.4 Performance Review

Each employee’s performance is reviewed annually, the pr esent review period being the calendar year.

3.5 Hours of Work

3.5.1 General

Different working arrangements apply depending on your grade. Such working arrangements relate both to thenumber of normal hours worked in a week (based on a full time position) and to the way normal hours may bescheduled. In particular, you will note that some employees work on ‘non -flexible’ schedules and otheremployees work on ‘flexible’ schedules. Whether you work on a non-flexible or flexible schedule depends on yourgrade, work location and your job in the Company. Details of which grades are on non-flexible or flexible schedulesare set out below.

3.5.1.1 Non FlexibleThe standard working week is 35 hours and this is normally for 7 hours per day (excluding a one hour unpaid lunch

break) Monday to Friday inclusive. The normal working day, unless advised otherwise, will be 9.00am to 5.00pmMonday to Friday inclusive. The Company can vary, by mutual agreement, the start and finish time between thehours of 8.00am and 10.00am and 4.00pm and6.00pm respectively.

3.5.1.2 FlexibleGrades starting with BW: The standard working week is 48 hours. Unless otherwise stated your schedule willnormally include a one hour unpaid lunch break each day. Specific schedules will be advised to you locally or set out

in your Appointment letter, but may be changed, on reasonable notice, within the following parameters:

• The maximum number of days you may be required to work in any week is 6, over 7 calendar days,Monday to Sunday or as per stated in your appointment letter.

• The days of the week on which you work need not be consecutive.• Unless agreed otherwise, your scheduled daily working hours will be a maximum of 14 working hours per

day.

The parameters set out above apply to both clerical and management grade employees up to any Band.

Senior management employees and above are required to work such hours as are necessary for the proper fulfilmentof their duties.

3.5.1.3 Overtime and Additional Hours

The Company aims to ensure that persistent overtime or additional hours are unnecessary. However, occasions mayarise where, due to unforeseen or unavoidable circumstances, you may be required to work beyond your normalhours. See also Section 3.3.6.





3.5.1.4 Working Time RegulationsThe above regulations set limits on working hours and create a legal entitlement to minimum rest breaks and paidholiday entitlement.

3.6 Leave

3.6.1 Holiday Entitlement

The Company’s holiday year runs from 1 January to 31 December each year.

During Core leave (i.e. the minimum number of day’s holiday per year which must be taken consecutively);employees must be physically away from their workplace. Line managers should not place employees under duressto respond to work-related matters during core leave and it is acceptable for an employee not to undertake any work-

related activity during this period.Employees may attend training courses, conferences or conventions during their core leave as long as the events arenot held on Cache Group premises. Such events must not account for more than 50% of the core leave period.

Minimum core leave is calculated as below:Category Minimum Core Leave

Full time employees 12 working days this may include Bank and Public Holidays that fall on normalworking days.

Part time employees Pro rata the above calculations or as per stated in the contract.

Any holiday entitlement not taken by 31 December normally may not be carried forward to a subsequent holidayyear. The dates when holiday entitlement is to be taken must be agreed in advance with your manager.

Additional leave entitlement based on years of service will be given in the holiday year in which the relevant lengthof service is achieved.

Additional days are awarded upon promotion and additional days according to seniority will be confirmed to eligibleemployees in their contract of employment letters.

Different arrangements may apply where holiday entitlement has been red-circled.

3.6.1.1 General GradesThis grade is entitled to 12 days’ paid leave.

3.6.1.2 Management GradesThis grade is entitled to the business arrangements as per the contract.

3.6.1.3 PromotionOn promotion any holiday entitlement will be adjusted pro-rata for the remainder of the holiday year.





3.6.1.4 Key Time Employees

Employees whose normal hours are less than 48 hours per week are entitled to paid holiday as per the contract whichis proportional to their normal hours.

Individual entitlement will be set out in your Appointment letter or will be provided by your line manager.

3.6.1.5 Commencing or Leaving Employment during the Holiday YearIf yo ur employment starts or finishes part way through the Company’s holiday year your holidayentitlement will be directly proportional to the actual period worked during that holiday year.

Please see Section regarding pay in respect of holiday upon termination of employment.

3.6.1.6 Public and Bank Holidays

In addition to the holiday entitlement in Section above, employees whose normal working hours are 48 hours perweek will receive days as per the project in recognition of the Bank and Public holidays.

Key-time employees will receive an entitlement in respect of Bank and Public holidays which is proportional to their normal hours of work.

Individual entitlement will be set out in your Appointment letter or will be provided by your line manager.

3.6.1.7 Time Off for Medical Appointments

You may be granted paid time off to attend medical (including dental and optician) appointments which cannot be

arranged outside working hours, subject to such policies and procedures on authorization as may apply locally. Suchappointments should, where possible, be made close to the beginning or end of your working day. Where you chooseto make a medical appointment in the middle of the working day, rather than re-arrange this for a more operationallyconvenient time, you may be asked to work additional hours to cover the time taken off for such appointments.

Pregnant women who attend ante-natal care appointments are entitled to paid time off and will not be asked to workany additional hours to cover time taken off for such appointments.

3.6.2 Absence from Work

You must wherever possible gain prior agreement from management before being absent from work. In that case anexplanation satisfactory to the Company must be given for your absence.

If you do not have yo ur manager’s prior agreement to your absence you must:

• Comply with the Company's rules and procedures if the absence is due to your sickness or injury as set out below; or

• If your absence is due to any other reason you must telephone management at your normal starting time,or as soon thereafter as is reasonably practicable, in order to advise of your absence and provide asatisfactory explanation for the absence.





When you return to work you must attend a return to work interview.

If the Company considers that the explanation you have given for your absence, verbally, in writing, or throughyour self-certification form, to be unsatisfactory or false then action under the Company’s disciplinary procedures may be taken against you.

Further details on absence are set out in the Absence management section of the HR Procedures Manual.

3.6.2.1 Absence Due to Sickness or Injury

If you are unable to attend work because of your sickness or injury you must telephone management at your worklocation no later than your normal start ing time (or as soon thereafter as reasonably practicable) in order toadvise them of your absence and its reason.

If your absence lasts for two calendar days or less you will need to complete a self-certification form.

If your absence exceeds, or is likely to exceed, two days, you must consult your doctor and obtain a medicalstatement expressing the doctor's opinion of the reason for your absence from work. This must be sent by post ordelivered to your manager. If further certificates are required, these must also be sent to your manager by post ordelivered. If your illness lasts longer than one calendar week, you should contact your manager to advise him or herof your current prognosis at least once a week, unless agreed otherwise.

You may be asked to give your consent for the Company to obtain a prognosis from your doctor. You may also berequired to visit a medical adviser appointed by the Company and you will also be requested to give your consent toany report prepared by such medical adviser being disclosed to the Company.

Reporting requirements may be varied by local arrangement at your place of work, when any particular requirementswill be brought to your attention during your employment. If you are unclear about the arrangements in place youshould speak to your line manager.

3.6.2.2 Salary and Other Payments during Periods of Absence

Employees whose normal hours are less than 48 hours per week are entitled to the payments described in this sectionin proportion to their normal hours, when compared to the entitlement for a full time employee.

No salary or other allowances or bonus payments will be paid for periods of unauthorized absence. Payments may bemade for periods of absence due to reasons other than sickness or injury at the Company’s absolute discretion.

Subject to you following the absence rules laid down by the Company, normal pay less any Statutory Sick pay(“SSP”), Incapacity Benefit or other similar benefit, known as ‘Company Sick Pay’ will be continued for a limited

period during authorized absence due to sickness or injury. The period for which Company Sick Pay will be paidcurrently depends on the length of your service with the Company and is as follows:





• For those employees whose employment with the Company commenced on or after 1 April2001:

Service Maximum period of Company Sick Pay granted Less than 3 years 4 weeks (22 working days)Between 3 and 5 years 8 Weeks (44 Working Days)Over 5 years 16 weeks (88 working days)

Calculation of Company Sick Pay eligibili ty will be based on a rolling twelve month period whether absenceis due to a single illness or a succession of illnesses.

Note: Employees who have transferred from elsewhere in the Group may have had their prior entitlement ‘redcircled’. If this is the case, details will be contained in their contract or letter of appointment.

Service in years refers to continuous service at 1 st April each year.

Maximum period is the maximum granted in any one year starting 1st

April whether absence is owing to a singleillness or succession of illnesses.

Note: Employees who have transferred from elsewhere in the Group may have had their prior entitlement ‘redcircled’. If this is the case, details will be contained in their contract or letter of appointment.

• For all employees:

The Company reserves the right to limit paid sick leave in respect of a single continuous sickness absence,or a succession of related sickness absences (for example, due to a common underlying cause). The maximum

period of normal pay granted in such cases may be restricted to that applying on the day the first absencecommenced (see table above) irrespective of whether absence extends beyond 1 st April, into a second sick leaveyear.

‘Company Sick Pay’ includes salary and other contractual allowances.

Company Sick Pay includes any entitlement you may have to Statutory Sick Pay (SSP). If Company Sick Payceases, you may still be entitled to SSP (for up to 16 weeks’ sickness in total). The Company reserves the right torefuse to pay Company Sick Pay (including SSP) if it has reasonable cause to think that you are not genuinely sick,or are abusing the sick pay policy.

You should be aware that the Company may reduce any element of your holiday entitlement which is in excess ofyour minimum statutory entitlement for the holiday year on a pro-rata basis related to your attendance during thatyear. Any bonus arrangements, as may exist, may also be affected.

Should your SSP entitlement exceed Company arrangements then, on exhaustion of any Company Sick Pay, youwill be paid SSP in accordance with your statutory entitlement. Payment of SSP is dependent on you satisfying rulesregarding periods of incapacity, the period of entitlement, qualifying days and rules for the notification of absence.

If you are absent from work due to an accident or a condition sustained on or off duty that is the fault of a third party, you should immediately notify the Company of all the relevant circumstances and any claim, settlement or judgment made in connection to it and any Company Sick Pay paid to you in respect of such absence will berecoverable by the Company only if, and to the extent that, you recover damages in respect of your injury, conditionor absence from work. You will be notified if these circumstances apply.





Further details are set out in the Absence Management section of the HR Procedures Manual.

3.7 Location and Mobility

Your initial location will be as stated in your Appointment letter from the Company. You may be required to travelto customer or supplier premises and on occasion to attend training sessions and meetings elsewhere.

There may also be times when the Company needs you to be flexible with your work location, which may mean a permanent or temporary move. Subject to business needs, the Company will, wherever possible, take into accountyour personal and domestic circumstances before requiring you to move. Set out below are the Company’s mobili tyrequirements. Although the general mobility requirement is dependent on grade, the Company’s requirements underany business recovery plan apply to all grades. Employees whose work location is stated as ‘home’ in theirAppointment letter are also covered by these requirements.

Some employees may have the option of working from home from time to time by mutual agreement in line with

business needs. However, this arrangement is not contractual and the employee’s base remains as stated in theirAppointment letter.

3.7.1 Management

If you are a management grade employee you may be required to work at or from any office or location of theCompany or within different companies of the CACHE Group (as defined in Section 1.24). A change of your placeof residence may be required from time to time at particular stages of your career, although the Company willwherever possible and before requiring you to move take into account your personal and domestic circumstances.

3.7.2 General Grade

If you are a clerical grade employee you may be required to work at or from any office or location of the Companyor the Cache Group in India or Global offices unless stated, within reasonable travelling distance of your existinglocation or your home. What is deemed a reasonable journey will depend on a number of circumstances that willinclude normal travelling time and public transport availability.

3.7.3 Business Recovery Plans

The Company has business recovery plans in place in the event of a major disaster taking place and the workingenvironment being compromised. Depending on the nature and longevity of the disaster and the nature of the roleyou are carrying out at the time, you may be identified as a key member of staff. If you are identified as such, you

may be contacted and expected to report for work at a different site, for a temporary period, to recover critical business disruption.





3.8 Cars

3.8.1 Management Car Scheme

Employees in Senior Management are eligible to participate in the Cache Company Car Scheme (the “Car Scheme”)subject to the existence of and rules of the Car Scheme as they may exist from time to time. If your normal hours areless than 48 hours per week, the benefit will be pro rata to your normal hours. If you change your normal hours, anycontributions/cash back will be adjusted accordingly.

For further information please refer to the Car scheme section of the HR Procedures Manual.

3.8.2 Management Car Loan

Employees who are in Senior Management may apply for a management car loan subject to its existence, limits andterms as may apply from time to time.

Should you subsequently become eligible to participate in the Management Car Scheme no further car loans will beagreed, but any existing car loan can continue until normal expiry or until the car is sold when the loan must berepaid.

For further information please refer to the Car loan section of the HR Procedures Manual.

3.8.3 Motoring Offences

If, as a result of a motoring offence, you lose your driving license and as a consequence are not able to undertakeyour duties satisfactorily you must make suitable alternative arrangements acceptable to the Company to enable youto perform your contract of employment.

If you are not able to do so the Company will attempt to identify an alternative position, not involving driving.However if this is not possible or you do not accept the alternative position then your employment will beterminated, by the Company, by giving due notice.

It is accepted that should an alternative role be identified, your salary, benefits and all other terms and conditions ofemployment would mirror that of an employee at that grade and level and not that of your current position. Any suchalternative role will normally be an established position. You will therefore not be entitled to automatically return toyour current role if your driver’s license is returned, although you will be able to apply and be considered for

positions which require a driving license.





3.9 Expenses

You will be reimbursed for expenses incurred on the Company's business which are:• Incurred and claimed strictly in accordance with the Company's rules on expenses; and• Supported by the appropriate level of authorization and documentation.

To take best advantage of the Company’s buying power, arrangements exist for purchase of certain services throughgiven suppliers or through a central point. Such arrangements must be complied with.

Further details are available in the expenses Policy, which is available via Lotus Notes from the expensesdatabase.

3.10 Retirement and Pensions

The normal retirement age in the Company is currently 60 and your employment will terminateautomatically at the end of the month in which your 60th birthday occurs, in accordance with theRetirement policy as stated in the HR Procedures Manual. Your ‘pensionable retirement age’ is determined bythe section of the Pension scheme of which you are a member and is shown on your pension statement. This willmean that, when you reach your ‘pensionable retirement age’ you will still be able to decide whether to retire orwhether to continue to work until 60, if you are under 60 at that time.

The pension benefits detailed in the Handbook are subject to the Trust Deed and Rules of the DBS Scheme whichmay be changed from time to time to the extent permitted by the Trust Deed and Rules.

3.11 Standards of Conduct

Cache’s business is based on the utmost integrity and mutual trust. In order to maintain and safeguard the trust andconfidence of our customers and the public, the Company places paramount importance on the maintenance ofcertain standards of conduct. The

Company’s standards of conduct are principally made up of certain rules, regulations and ethical principles.These are set out in the sections of the Handbook and it is essential that you familiarize yourself with the content ofthe Handbook and observe the Company’s standards of conduct. In addition other specific rules and regulations mayapply in your place of work and will be brought to your attention during your employment.

Due to the need for integrity and trust in our business and the rapidly developing nature of the business, it is not possible to set out standards of conduct in every situation. You should seek guidance from your line manager shouldyou be in any doubt about the correct action to take in any situation.

A failure to abide by the standards of conduct may lead to disciplinary action being taken, including dismissal.

3.12 Confidentiality

You must from the date of the commencement of your employment and thereafter, observe strict confidentiality inrespect of any and all information held by the Company, including dealings, transactions, procedures, policies,decisions, systems and other matters of a confidential nature of and concerning the Company, Cache Group and





allied or associated companies of the Company or Group (all such subsidiary and other companies being referred toas “the Companies”). Such confidentiality relates to any and all transactions (including but not l imited to thestate of any account and matters relating to customers’ or clients’ business or personal affairs) of the Company

or the Group and of each of the Companies with their respective customers, clients, suppliers or associates, exceptwhen required or authorized to disclose such information by the Company or by law.

You should be aware that any breaches of the above, including the unauthorized "browsing" of Internet orunauthorized content, is likely to lead to disciplinary action and may result in dismissal for gross misconduct.

Disclosure of customers’ or clients’ business or personal affairs is not permitted without the customers’ or clients’authority. This is a requirement of Employee’s confidentiality, the Data Protection Act. Any contravention may leadto action under the disciplinary procedures, as well as individual liability under data protection legislation.

If you are approached by any third party, in particular any media source, and asked to make anycomments or provide any information to such persons, under no circumstances should you respond withouthaving sought permission and guidance from your line manager who, where appropriate and necessary, will seek

permission and guidance from Group Corporate Affairs. Guidelines on regulations and procedures regarding thehandling of information relating to customers, clients and employees are set out in the HR Procedures Manual (DataProtection - use, retention and disclosure of personal data; and Data Protection – regulations for staff files).

Nothing in this clause prevents you from making a protected disclosure under the Company’s whistle - blowing procedure, in respect of any malpractice or unlawful conduct. Further details on the Company’s wh istle-blowing policy are set out in this Handbook or are available in the HR Procedures Manual.

3.13 Inventions and Other Intellectual Property

You may make inventions or create other intellectual property during your employment. In this respect you have aspecial responsibility to further the interests of the Company and the CACHE Group given your position at the

Company and the remuneration paid to you under your contract of employment.

In recognition of your position, remuneration and responsibility, you acknowledge and agree that any invention,improvement design, process, information, copyright work, trade mark, trade name or get-up or any otherintellectual property (together the “Intellectual Property”) made, created or discovered by you during your employment (whether capable of being patented or registered or not) in conjunction with or in any way affecting orrelating to the business of any company in the Group or capable of being used or adapted for use in such a companyor in connection therewith shall be immediately disclosed to the Company and shall belong to and be the absolute

property of the Company or such member of the Group as the Company may direct.

However, the above clause shall only apply to the extent that any invention was made by you in the course of yourDuties and (i) such invention was reasonably expected to result therefrom; or (ii) at the time of making the invention,

because of the nature of your Duties and the particular responsibilities arising therefrom, you have a specialobligation to further the interests of the Company. For the purpose of this clause ‘Duties’ means in the course ofyour duties or in the course of duties falling outside your normal duties but which have been specifically assigned toyou.

You acknowledge that you have no rights, interest or claims, either during your employment or after the terminationof your employment, in or to any such Intellectual Property and you shall not use such Intellectual Property otherthan during the period of your employment and for the purpose of the Company or the Group.





If and whenever required to do so by the Company, (whether during your employment or after its termination), youshall at the expense of the Company or such Group company as the Company may direct:

• Apply or join with the Company or such Group company in applying for letters patent or other protection or

registration in the United Kingdom and in any other part of the world for any such Intellectual Property;and• Execute and do all instruments and things necessary for vesting the said letters patent or other protection or

registration when obtained and all right title and interest to and in the same absolutely and as sole beneficial owner in the Company or such Group company or in such other person as the Company mayspecify.

The above clauses are specific to the laws applicable in India.

3.14 Employee Records

In accordance with data protection legislation, it is important that the Company's confidential personal records are

maintained as accurately as possible. You must record any change in your personal circumstances (such as a changeof your name, address or marital status) in the way set out in the Employee records section of the HR ProceduresManual, i.e. using My HR Desktop.

Employees in a position regulated by the Financial Services Authority must also ensure that any adverse change intheir credit or other status is notified to their line manager, as this may affect their standing with the FinancialServices Authority.

3.15 Notice Periods

3.16 Termination of Employment by the Company

Employees need provide to a minimum notice period of termination from the Company, as set out below, or to anysuch longer period as may be statutorily required, unless your employment is terminated summarily on thegrounds of gross misconduct.

The notice may be handed by you or the company personally or sent to your last recorded address.

Notice periods applicable your contract of employment is currently as follows:

Service Minimum NoticeDuring the first five years ofcontinuous employment

One calendar month or as per the contract.

After 5 years of continuousemployment and up to 12years of continuousemployment

One week per completed year of continuous employment or as per the contract.

12 or more years ofcontinuous employment

12 weeks or as per the contract.





3.17 Garden Leave

This paragraph applies to any notice period, regardless of whether notice was given by you, or by the Company.

The Company shall be under no obligation to provide you with any work and may at any time require you to stopcarrying out your duties and to no longer attend your place of work (often known as ‘garden leave’) or contact anyemployees, offices, officers, customers or clients of the Company for the duration of the notice period. Alternatively,the Company may provide you with work of a different nature to that which you would normally perform under yourcontract of employment, and at a different location, during your notice period.

During any such period you will continue to be bound by the terms and conditions of your contract of employmentand you will receive pay and most contractual benefits in the normal way.

If you have any accrued, but untaken leave, you will be deemed to have taken this during any such period when youare not in attendance at work, provided that you are not carrying out any work on behalf of the Company during sucha period.

3.18 Return of Property

On the termination of your employment for whatever reason, or at any time at the Company's request, you mustimmediately deliver to the Company, or to anyone specified by the Company, any and all books, documents,records, computer hardware and software and other disks or tapes kept or made by you and in your possession orcontrol relating t o the Company’s business, your computer, mobile, blackberry, any materials, credit cards, keys,

passes, cars, equipment or other property (including any copies, drafts, extracts, summaries or reproductions ofsuch property) belonging to or related to the business of the Company, or any other company within the CACHEGroup, it’s or their clients, customers or suppliers and you must not retain any other documentation or property ofthe Company, or the Cache Group, in your possession or control.

3.19 Competition Obligations

3.19.1 Confidential Information

Following termination of your employment, you will continue to be bound by your obligations ofconfidentiality, as set out in Section. In particular, you shall not divulge, use, or in any other way cause to enter intothe possession of a third party, any lists or details of customers, or products, or any item of confidential information,or knowledge that was gained by virtue of your employment, or in respect of which the Company or any company inthe CACHE Group is bound by an obligation of confidence to a third party.

3.19.2 Post Termination Obligations

Subject to any post termination obligations set out in your contract of employment, if you are a senior managementlevel, the following additional obligations apply on termination of your employment for whatever reason:

• For a period of nine months commencing with the date of the termination of your employment with theCompany you will not, whether on your own behalf or any other person, company or firm, solicit for the

purpose of offering or performing any work for any customer or client of the Company with whom you





have had personal contact - whether by way of a meeting, telephone, letter or otherwise - during the periodof 18 months immediately preceding the date of termination of your employment.

• During your employment and for the period of 12 months commencing with the date of the termination ofyour employment you will not solicit or contact any employee of the Company with whom you haveworked during the previous 12 months or, in the case of termination, during the 12 months prior to yourtermination, for the purposes of inducing them to enter a contract of employment or an agency arrangementor a contract for services other than with the Company.

3.20 Disciplinary

3.20.1 Rules and ProcedureContravention of any of the terms of your contract of employment or the Company’s standards of conduct, rules,regulations, compliance requirements and other rules which may apply to you is viewed most seriously and willnormally result in disciplinary action (which could include dismissal) being taken under the Company's DisciplinaryProcedures. The Company’s Disciplinary Procedures are set out in the HR Procedures Manual, which is availablewith HR.

If you are dissatisfied with a disciplinary decision relating to you, then you can appeal to HR Connect (EmployeeRelations Team, Such appeals will normally be held by a level of management above the level responsible for thedecision.

Full details of how to go about this and the steps that follow such an application are set out in full in the DisciplinaryProcedures section of the HR Procedures Manual.

3.20.2 Disciplinary Sanctions

Where you have been the subject of disciplinary action under the Disciplinary Procedures and after the procedurehas been exhausted it is decided a disciplinary sanction, short of dismissal, should be imposed, the Companymay impose on you one or more of the following sanctions:-

(a) A disciplinary transfer to an alternative place of work.(b) A downgrading with reduction in pay.(c) Forfeiture of pay; loss of a specified amount of pay related to an offence(s).(d) Stoppage/postponement of your next pay award, either salary and/or discretionary bonus. (e) Reduction in pay.

These sanctions are either in addition to or in replacement of any other disciplinary sanction which appearsappropriate to the particular circumstances.

3.21 Grievance Procedure

If you have a grievance related to your employment, you have a right to apply in writing for redress. You shouldnormally raise your grievance with your line manager, informally in the first instance. Full details of how you shouldgo about this, and how your grievance will be dealt with, are set out in the Company's Grievance Procedure.

The Grievance Procedure is set out in the HR Procedures Manual.





3.22 Variation and Changes

Any variations and changes to your individual terms and conditions of employment will be notified to you in writingwithin one month of the change(s), by email or by circular or via your pay statement.

3.23 Rights of Third Parties

The Contracts (Rights of Third Parties) Act allows persons (including companies) to gain rights under a contract,even if they are not a party to the contract, unless the contract states otherwise.

No person who is not a party to this contract has or shall have any rights under the Act to enforce any term of thiscontract. No consent of any third party shall be required under that Act to terminate or change this contract.

3.24 Definition of Group

“CACHE Gr oup” or the “Group” means, for the purpose of these terms and conditions, Cache Digitech Pvt. Ltd. andany company that for the time being is a holding company of Cache Digitech Pvt. Ltd. or a subsidiary of CacheDigitech Pvt. Ltd. or a subsidiary of a holding company of Cache Digitech Pvt. Ltd.

3.25 Code of Business Ethics and Responsible Behavior ('the Code')

The world of financial services is founded on mutual trust and public confidence. These attributes have to be earned

and sustained over a long period by the successive generations of people who work in the business and can be lostovernight by irresponsible or unethical behavior. The purpose of this Code is to set out in some detail the enduring

principles which have traditionally been observed throughout the Company. They fall under three general principles- integrity, fidelity and self-respect - basic qualities which the Company expects of every employee. They alsoinclude certain corporate values to which the Company subscribes and which must govern our business ethics.

These qualities are also reflected in the Core Standards of Behavior which form part of the performancemeasurement process. The Core Standards of Behavior are set out at Section of the Handbook.

Whilst the Code is not contractual, it does form part of the general standards of conduct which the Company expectsall employees to reach. Failure to abide by the Code may result in disciplinary action being taken against you, whichcould include dismissal.

The Code (including the Core Standards of Behavior) may be altered or modified from time to time by notice to youor by circular.

3.25.1 Integrity

Integrity implies being fully worthy of the trust placed in us by our clients and employer by being honest, impartialand truthful. This means:





• Acting at all times in an honest and upright manner both in our corporate and personal dealings,recognizing that our personal conduct may reflect on the Group.

• Scrupulously refraining from illegal, fraudulent, dishonest or unethical behavior, particularly in relation to

financial and/or business dealings.• Never using confidential information for personal gain or abusing the trust placed in us by the• Company and our customers.• Avoiding conflict between self-interest and the interest of the employer or customer, and being ready and

willing to disclose any potentially compromising or conflicting business relationships orshareholdings.

• Ensuring that where the employment of relatives of existing employees is being considered that the existingemployee is not involved in the decision making process of recruitment, salary, promotion or retention. Inaddition, relatives should not be involved in the transacting, processing or auditing of the same activity. It isimportant to ensure that there are no conflicts of interest in the roles of the relatives.

• Observing rules for personal dealings in securities.• Avoiding gifts, services or hospitality, on a scale which could be interpreted as affecting integrity or the

ability to exercise independent judgment (see also the rules at Section of this Handbook).

•

Declining secondary employment or offers of consultancies or directorships, except as may be provided for by your Appointment letter or expressly approved in advance in writing by the Company (seealso the rules at Section 3.5 of this Handbook).

3.25.2 Fidelity

Fidelity in financial services embraces duties of loyalty, confidentiality and citizenship in relation to the affairs ofthe Group and our customers. This means:

• Promoting the good standing and name of the Company and defending it against unwarrantedcriticism.

• Marketing by personal example, including normally conducting our banking and financial services needsthrough the Company.

• Ensuring that any undertakings given are within our personal capacity and fully honored.• Safeguarding all the Company’s information and restricting access to any confidential or sensitive

documents.• Keeping our customers' business, financial and personal affairs confidential by not disclosing

information to third parties without their express consent, except where required by law or established banking practice.

• Taking care over our communications - oral, written or electronic - to prevent others acquiringconfidential information.

• Complying fully with the laws and regulations of all countries in which we do business and with the published codes of relevant institutions.

• Not knowingly engaging in business which might in any way be associated with, or regarded assupportive of, illegal or criminal activities, construed as bribery or corruption or, which would becontrary to the national interest of the United Kingdom.

3.25.3 Self-Respect

Self-respect is enhanced by professionalism, good citizenship and conscientiousness. This means:





• Maintaining your dignity and promoting that of fellow employees, by not bullying or victimizingcolleagues for any reason and by promoting equal opportunities within the Company.

• Acquiring the necessary skills, knowledge and experience to conduct business dealings or tasks in a

professional manner and keeping abreast of current developments.• Acting with the utmost courtesy at all times.• Giving due consideration not just to the immediate financial effects of decisions but also their wider

implications.• Avoiding practices which could make you vulnerable to financial difficulties or which could lead to

malpractice e.g. gambling (except for very modest stakes).• Seeking help and advice from colleagues where difficulties arise in matters of professional judgment or

conduct and adopting an approach of openness and teamwork.

3.25.4 Corporate Values (in relation to personal conduct)

These include:

• Not knowingly allowing the Company to place itself in a position where its duty to one customer or clientconflicts with its duty to another.

• Ensuring that the provision of financial services (particularly where this may involve credit facilities) tosuppliers or potential suppliers of goods and services to the Company, is considered on a wholly objective

basis and not tied to any form of reciprocal agreement.• Observing the spirit and letter of regulatory requirements, recognizing that the Financial Services Authority

exercises supervisory responsibility for the CACHE Group as a whole and not just over its bankingsubsidiaries registered in the United Kingdom.

• Maintaining Company records and systems so that all transactions are recorded in an accurate and promptfashion and not falsifying records or obscuring, omitting or misrepresenting facts in records orcommunications.

• Reporting to the appropriate internal level of authority any behavior which contravenes the law,regulatory requirements, or the spirit of this Code.

3.25.5 Core Standards of Behavior

The CACHE Group has integrity, trust and excellent customer service at the heart of its values. Application of thesein all that we do builds our reputation, unites us, sets us apart from the competition and ultimately makes us evenmore successful.

3.25.5.1 Active Listening

• Listens carefully to customers and colleagues giving them undivided attention and asking thoughtfulquestions to confirm facts.

• Is genuinely concerned about others and is ready to act in their best interests.





3.25.5.2 Understanding

• Greeting customers, clients, suppliers and colleagues in a polite, friendly and personalized manner.• Demonstrating a pleasant, enthusiastic, helpful manner when dealing with customers, clients,

suppliers, colleagues and other people whom we work with or who work in our premises.• Communicating relevant information clearly and accurately.• Treating all customers, clients, suppliers, colleagues and other people whom we work with or who work in

our premises, with dignity and respect, ensuring that each receives the very best service.• Handling all customer, client, supplier and colleague enquiries, instructions and complaints promptly,

willingly, accurately and efficiently.

3.25.5.3 Freedom to Deliver

• Taking pride in providing excellent customer service and personal responsibility for getting things rightfirst time.

• Positively challenging existing processes in order to improve the quality of service and remove the barriersthat impede us from deepening our relationship with customers and clients.

• Adopting a 'can do' approach and taking appropriate action to meet the needs of customers, clients,suppliers and colleagues.

3.25.5.4 Integrity

• Acting in an open and honest way, recognizing that personal conduct reflects on the Group.• Attending work and carrying out your duties regularly and punctually and being committed to the team

effort.• Actively promoting CACHE as a reputable organization.• Maintaining appropriate standards of responsible behavior, dress and appearance.

3.25.5.5 Straightforward

• Welcoming feedback and readily apologizing when mistakes have been made.• Addressing all matters, particularly difficult issues, with frankness, facts and tact.• Ensuring that all commitments given are achievable and fully honored.

3.25.5.6 Forward Thinking

• Developing skills and knowledge required to do your current job well and improve your own performance.

• Being adaptable and maintaining a positive approach to change.• Thinking ahead and anticipating customers' and colleagues' needs.

3.25.5.7 Teamwork

• Sharing knowledge, best practice and experience to support colleagues in the achievement of their goals.• Leading by example, contributing to team morale.





• Actively contributing to the overall team effort.• Treating all colleagues with dignity and respect.• Placing team goals before own individual goals, if appropriate.

3.26 Rules and Regulations

Whilst the Rules and Regulations do not form part of your contractual terms and conditions ofemployment, they do form part of the general standards of conduct which the Company requires all employees tomaintain. Failure to abide by any of the Rules and Regulations may result in disciplinary action being taken againstyou, which could include dismissal.

These Rules and Regulations may be altered or modified at any time by notice to you or by circular.

3.27 General

You must not act at any time in any way which, in the opinion of the Company, might cause the Company to be brought into disrepute. You must at all time act with the utmost integrity and honesty in all your personal and business dealings. You must report any known breaches of Rules or Regulations, including those by fellowemployees, to your line manager or another appropriate manager as soon as you become aware of them.

3.28 Security and Fraud Prevention

In the interests of security, fraud prevention, your safety and customer service, the Company reserves the right to:

• Issue security passes, which may include a photographic image of you.• Search any baggage carried by employees (including hand baggage and parcels of any description) or

vehicles entering or leaving Company premises.• Carry out checks on your educational and professional background and undertake criminal record and/or

credit reference checks.• Provide information to fraud prevention databases that have been established for the purpose of

allowing employers to share data on their employment fraud cases. Should our investigations identify fraudor the commission of any other criminal offence by you (on your part) when applying for, or during thecourse of your employment with us, we will record the details of this on the relevant fraud preventiondatabases. We and other organizations may also access this information to prevent fraud and moneylaundering.

• Where an employee has committed an act of dishonesty either in relation to Group funds or customeraccounts then the act should be reported to the appropriate authorities and support provided inrelation to any prosecution. As appropriate, refunds of any misappropriated monies should be made to thecustomer. Notification should also be made to the Group’s insurers.

• Carry out telephone and CCTV monitoring in the workplace.• Monitor the use of e-mail, the internet, voicemail and text messages sent to Company telephones (mobile or

otherwise), which have either originated from or been received via Company equipment. The Company willissue appropriate notification should any further monitoring be necessary in addition to the above.

In addition, in the interests of security and fraud prevention, the Company reserves the right to inspect branchaccounts and other facilities held by any employee.





You should also be aware that any information or evidence gained from such monitoring may be admitted asevidence in disciplinary situations.

3.29 Communications

You are expected at all times to maintain the highest standards of professionalism and integrity in all that you do,including your communications with colleagues, customers, clients, suppliers and the public. These standardsapply to communications that are verbal, written (for example, memo, letter, and report) and electronic (including,

but not limited to fax, e-mail, mobile phone text messages, telephone, voicemail or the internet). If sensitive orconfidential information needs to be sent by email to external parties it should only be transmitted using encryption

because unencrypted data could be intercepted and used to commit fraud and/or to damage the reputation of theGroup.

3.30 Personal Finance

You are expected at all times to conduct your personal finances in accordance with the Company's rules andconditions under which financial facilities are granted to you.

You must not borrow money by overdrawing your personal account without prior authority. If you are in financialdifficulty, you must consult Customer Credit Services or your account holding manager for advice immediately.

The rules and conditions under which financial facilities are granted to you by the Company from any source are setout in appropriate application forms and/or will be provided to you at the time the facilities are granted to you. Allemployees borrowing are subject to customer lending criteria.

You must not borrow from, or lend money to, customers or other employees except in the course of authorized business.

You must not gamble, except for very modest stakes, and must never put yourself in a situation where you arefinancially reliant upon the outcome of a bet or financial speculation.

You must gain the prior agreement in writing of your General or Senior Manager if you wish to be a personalguarantor for any loan.

3.31 Commitments outside the Company/Dual Employment

You must gain the prior agreement in writing of a Senior Manager if you wish to:

• Take or continue with an additional job either inside or outside the Company.• Become or remain a director of a company.• Engage in any other business - this includes business activities undertaken by whatever medium, including

business interests in internet web sites.• Act as an executor, or administrator, attorney or trustee (except for near relatives i.e. spouse, partner,

mother, father, grandparent, brother, sister, child, grandchild).





Permission will not be granted for you to take on any other role which could adversely affect your job with theCompany, for example where it would mean you are unable to take proper rest periods as required by the WorkingTime Regulations 1998 or which would subject you to an actual or possible monetary liability.

Further guidelines are provided in the Dual employment - commitments outside the Group section of theHR Procedures Manual.

3.32 Giving and Receiving Gifts and Benefits

You must not accept or give any gift (an item of monetary value), hospitality (lunches/dinners, attendance at sportingor cultural events, weekend breaks, holidays or travel arrangements), or other personal benefit (bequests, favors,services, loans, fees, anything else of monetary value) from or to any third party (external product provider,

professionals such as accountants and lawyers, non-CACHE suppliers of services, customers) which is likely toinfluence (or which other people may think likely to influence) your judgment or conflict with your duties to anycustomer or member of the CACHE Group.

In particular, you may not accept or give gifts, bequests or inducements (other than promotional items with a valueunder Rs500) from or to any person in relation to your work without approval from your Functional Head.Such approval will not be given if the item is likely to conflict with your duties, or if it has

Any entertainment or hospitality offered (including lunches, dinners, attendance at sporting or cultural events) mayonly be accepted or offered if the level and nature of the entertainment is appropriate. If there is any doubt about thelevel and nature of entertainment offered or provided, you must seek prior approval from your Senior Manager.

You should actively, but sensitively, discourage customers, clients or suppliers from offering personal benefits ofany kind (including all types of gifts, favors, services, loans or fees, or anything of monetary value).

3.33 Diversity3.33.1 The Central Role of Diversity

Diversity is central to CACHE ’s brand and we value the rich diversity, skills, abilities and creative potential that people from differing backgrounds and experiences bring to the workplace. Good practice in the implementation ofcustomer and employee diversity policies sets us apart from our competitors and is crucial for business success.Every employee plays a vital role in providing quality service to all our customers and helping to create an inclusiveworking environment, where everyone can realize their full potential.

3.33.2 Your Obligations

A key aspect of creating a diverse workplace and client base is the non-toleration of any form of discrimination inrelation to sex, marital status, pregnancy, gender reassignment, race, color, disability, sexual orientation, age,religion or other similar belief, ethnic or national origin. The Company will also not tolerate any form of harassment,victimization or bullying of any kind. Discrimination, harassment, victimization and bullying are extremely seriousviolations of your terms and conditions of employment. Any such behavior is likely to lead to disciplinary action andmay result in your dismissal for gross misconduct.





3.33.3 Assistance

Further details are provided in the Diversity section of the HR Procedures Manual. In particular, if you believe youare the victim of any form of discrimination, harassment, victimization or bullying you should follow the guidanceand advice set out in the Diversity section of the HR Procedures Manual, and you may also want to seek help fromyour line manager or from Open Line, the Company’s confidential and free advice and information service.

3.34 Compliance with Financial Services Regulations and Rules

3.34.1 Compliance Risk

You must be fully aware of your responsibility to comply with applicable laws, rules and codes and to abide by all published compliance regulations including the Company's procedures for personal dealing in securities.

In addition, managers of Band 5 and above have explicit responsibility (which is reflected in their role profile) toimplement the Group Compliance Policy by containing any compliance risk in conjunction with the relevantCompliance department. The term “compliance” embraces all relevant laws, rules and codes with which the businesshas to comply.

3.34.2 Operational Risk

All employees must ensure that they keep themselves abreast of changes to operating procedures and practices,advised legal and regulatory requirements and the impact of new technology as appropriate to their specific roles.

This requirement is contained within managerial and staff role profiles and, if appropriate, should be converted into asuitable performance objective for relevant individuals.

All direct reports of the CEO and COO or equivalent, and, in turn, their direct reports must complete a formaltakeover process when moving to a new role to ensure an orderly and documented transfer of managementresponsibility. Any breaches of internal or external rule/procedure/regulation/law identified during the takeover

process must be detailed in a report submitted to the appropriate level of functional management which outlines theissues and proposes an appropriate remediation plan.

3.34.3 Whistle-Blowing

The Public Interest Disclosure Act 1998 and the US Sarbanes-Oxley Act 2002 are designed to provide employees,and other persons such as agency temps, with a procedure to disclose genuine concerns, which seem to involveunlawful conduct or financial malpractice, and to protect them from victimization when making disclosures. This iswhy such disclosures are known as ‘protected disclosures’ . The disclosure of wrongdoings within an organization iscommonly known as 'whistle-blowing'.

One of the Company's key business values is to be a fair and objective employer and so it has developed a procedure, in line with the above Acts, to help you raise any concerns about wrongdoings at work. Under theCompany’s procedure the following are protected disclosures:

• Breaches of legal and regulatory requirements by any Group company, including the committal of acriminal offence, a miscarriage of justice or a failure to comply with a legal obligation.

• Failure to adopt policies consistent with the Group Standards Manual.





• Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement.• Fraud or deliberate error in the recording and maintaining of financial records of any Group company.• Deficiencies in or non- compliance with any Group company’s in ternal accounting controls.

• Deviation from full and fair reporting of any Group company’s financial condition. • Misrepresentation or false statement to or by a Group Executive Officer or Accountant regarding a mattercontained in the financial reports or audit of any Group company.

You can make a protected disclosure by reporting the matter to your line manager or Human Resources. However,any disclosures falling within categories 2-7 must, due to our legal obligations, be reported to Group Compliance. Ifyou feel unable to raise the matter with your line manager, or Human Resources, for whatever reason, you shouldcall the Management Group Alternatively; you may send an email to: [email protected]

However, if your concern relates to your personal position, rather than a concern about malpractice, it will normally be more appropriate for you to use the Company’s Grievance Procedure, which is set out in the HR ProcedureManual.

Full details of the Whistle-Blowing procedure, along with the CACHE G roup’s general policy on disclosure, arecontained in the HR Procedures Manual.

3.34.4 Data Protection

3.34.4.1 Personal Data and Sensitive Data

The type of personal data that we hold may include information relating to payroll processing, references, family andother contact details and records (including, for example, job applications, and when relevant and permitted, detailsof any grievance and disciplinary procedures) relating to your recruitment and career with us.

We will only collect and process data in a fair and lawful manner. Sensitive data will only be processed with your

agreement, unless required to meet statutory obligations. The types of sensitive data we hold about you maycomprise of:

(i) Information about your health, which would be used to ensure compliance:

• With health and safety and occupational health obligations.• When considering any health issues that may affect your ability to work.• If you are disabled.• Should you require time off work or special arrangements to look after a family member or friend, we may

keep a record of such absences.• For administration and management of insurance, pension, sick pay and other similar benefits.

(ii) Recording racial or ethnic origin or religious beliefs. This data is held to fulfil our statutory obligations to ensureequality of opportunity at work.

(iii) Information for security, fraud prevention and regulatory purposes. We may in the course of your recruitmentand periodically during your career undertake appropriate security and credit re ference checks.

In some instances we may be required by law to provide certain information to a third party, such as theHM Revenue & Customs, governmental or non-governmental regulatory bodies.





Information may also be exchanged with other members of the CACHE Group for purposes connected with yourcareer, for payroll and administrative purposes, and for audit requirements. Information may also be processed onour behalf by members of the CACHE Group and/or third parties. However, whether or not such information is

processed outside the European Economic Area (where there may be less stringent data protection laws) it will be protected by a strict code of secrecy and security and will only be used in accordance with our instructions. If your personal data is transferred or held overseas, we will ensure your rights as an individual are protected.

In order to give you information about products and services we provide together with products supplied by selectedthird parties, we may use, analyze and assess information that is held about you. We may pass information to othermembers of the CACHE Group so that they may do the same, but your name and address will not be disclosed formarketing purposes unless you have given your consent.

For security and administrative purposes we may monitor and/or record both external and internal telephone calls.In the interests of security and your own personal safety we may also use CCTV recording equipment in and aroundour premises. Photographs and images are also taken and used for security purposes, e.g. on security passes.

We may monitor the use of e-mail, including attachments and internet facilities for both personal and business purposes, together with text messages sent, using bank equipment

Under Data Protection legislation, you can ask in writing for a copy of certain personal records we currentlyhold about you.

Further information relating to the handling of personal information, including making a request for copies of personal information, can be found in the Data Protection and Privacy Business Instruction Manual on the intranet.

3.34.4.2 Employees' Responsibilities

• Unauthorized disclosure of third party personal data is a serious offence and can result in prosecution.Therefore you must ensure that you:

• Do not disclose any individual’s personal data without authority. • Do not treat personal data carelessly.• Lock all data (including disks, tapes, paper printouts etc.) away when not in use.• Do not disclose your computer password to any unauthorized person.• Only use personal data for the lawful purposes for which the Company has been registered.• Do not write personalized or derogatory comments about a customer, client, supplier, colleague or any

other third party.

Guidelines on regulations and procedures regarding the handling of information relating to customers and employeesare set out in the Data Protection - use, retention and disclosure of personal data and Data Protection - regulations forstaff files sections of the HR Procedures Manual.

3.34.4.3 Use of Information Technology

You must strictly observe the Company’s rules in relation to information technology. In particular you must:

• Conform with any security measures which are in place to protect the Company's data and/orcomputer equipment and access control.





• Exercise proper control over passwords, Personal Identification Numbers or any other security mechanisms,and ensure that any information technology resources which are in your control (such as access to acomputer, laptop, mobile phone, and blackberry) are kept secure and safe at all times.

• Lock all devices when not in use.• Erase all information when it is no longer required to ensure it cannot be recovered maliciously. Thisincludes physically destroying any CD and DVD media that cannot be erased.

• Observe any rules, regulations, codes or internal procedures which are in place with regard to the use of theCompany’s equipment including mobile phones, two -way pagers, blackberry’s and PDAs (whetherfor business or personal use).

• Ensu re that guests, visitors and contractors are aware of the Company’s policies regarding the use of theCompany’s equipment.

• Be vigilant and report any contravention of the Company’s Security Guidelines to senior management or toIT Security.

You must not:

•

Install or use unauthorized software on Company equipment either on or off Company premises.• Use unauthorized computer equipment to process the Company's data.• Make unauthorized copies of software.• Enter systems without proper authority.• Access or attempt to access any data maintained on any of the Group computer systems, which you are not

specifically authorized to access.• Access customer or employee records without a specific business need or operational reason.• Effect changes or make transactions on your own account or any account with which you are

associated.• Take photographs or video images in any Company premises, using any kind of equipment (including

mobile phone cameras) without the prior permission of senior management or security management.• Connect (physically or by any type of wireless) any unauthorized device to the Company’s computer

systems or networks. No personal data storage device is to be attached to the Company’s systems without prior management approval and without ensuring that the appropriate security controls for data storage areapplied. (A personal data storage device is defined as any non-Company owned device that has thecapability to have data transferred and stored on it).

• Take photographs that infringe personal privacy or customer or client confidentiality (for example onspecial occasions, at award ceremonies etc.), or that compromise the security of employees,customers, clients, premises and equipment.

• Use mobile phones in areas such as computer rooms, network rooms and trading floors where their usemay cause distraction or a breach of security or compliance regulations. Relevant business specific orlocal instructions should be followed.

Digital recording devices such as floppy discs, CDs and DVDs should only be used to store Company and/or Groupinformation if there is no other alternative. Devices of this type are vulnerable to compromise and can be easilyread. You must consider carefully the risks of storing sensitive information on mobile recording devices and the

potential danger to the Company if the information is lost. As a matter of course, if documents are being physically

transported, they should be password protected. If in any doubt, err on the side of caution and do not use thesedevices until you have spoken to your line manager for advice.

Mobile recording devices should never hold the only copy of information stored. Another copy must always exist ona Company owned computer to provide contingency.





In all circumstances local management may restrict use of these devices further if it is deemed appropriateand in the interests of the security of the Company and/or Group’s information and the protection of employees,customers and clients.

Unauthorized software comprises any software that is not on the Group's IT list of approved software or which hasnot been procured via the Purchasing Department (or future equivalent) and includes any unsolicited software,demonstration software that has not been previously checked by Group IT Security and any software that isdelivered in such a way that it may have been tampered with.

You are required to act in accordance with the Company’s policies and guidelines on the security of information andthe use of information technology at all times. Security Guidelines on the regulations and procedures regardinginformation technology are encapsulated in the document entitled Group IT Security Standards which isavailable on the Group IT intranet under IT Security, Group IT Security Awareness.

The policy explaining the appropriate use of Group e-mail systems and the internet, and also what inappropriate useis, is contained in the Internet, e-mail and company mobile phones section of the HR Procedures Manual, which is

available with HR. You should note that the Company may monitor the content of emails and other electronicmessages sent from its property. The Company will also monitor internet use and content when using the internet.

Failure to comply with any of these requirements and, in particular, the use of unauthorized software on Groupequipment is an extremely serious violation of your terms and conditions of employment. Any such failure is likelyto lead to disciplinary action and may result in your dismissal for gross misconduct.

3.34.5 Health, Safety and Fire

The Company attaches the greatest importance to the health, safety and welfare of its employees at work. Everyeffort is made to provide safe working conditions and to prevent fire or other damage.

However, no safety policy is likely to be successful unless it has the co-operation of all employees. Everyone shoulddo everything possible to prevent injury to themselves or others.

The Health and Safety at Work Act and subsequent regulations place the duty on every employee, while at work, to:

• Take reasonable care for the health and safety of themselves and others.• Co-operate with the employer in meeting the duties and requirements of the relevant statutory

provision.

As an employee of the Company, you have a personal responsibility to take care of yourself and others and to avoid placing yourself or others in a situation that is hazardous or a risk to health.

You must also ensure that you are familiar with all Company emergency procedures, including actions to take ondiscovery of a fire, bomb or other hazard . If you are unsure about or unfamiliar with the Company’semergency procedures you must speak to your line manager. As your employer, the Company has a duty to thehealth, safety and welfare of all employees.

These responsibilities, together with procedural arrangements, are detailed in the Health, Safety and Fire Manual.

The specific objectives of the Company's Health, Safety and Fire Policy are to:





• Promote a healthy and safe working environment;• Ensure each employee accepts health and safety as a major part of their individual responsibilities;• Identify health, safety and fire hazards in advance, and control the risks;

• Ensure all legal requirements are satisfied.

Further details on Health and safety, including information on First aiders and specific areas of risk, such as Upperlimb disorder and Night workers are contained in the Health Section of the HR Procedures Manual.

3.34.6 Dress and Appearance

Whether or not your job involves contact with the public, you are required to dress in a way that the Companyconsiders appropriate to the business situation. Account will be taken of religious and cultural norms. Styles thatcould offend normally accepted standards will not be permitted.

Dress and appearance requirements may be varied by local arrangement at your place of work. Any particular

requirements will be brought to your attention during your employment.

3.34.7 Alcohol and Drug Misuse

An employee who suspects they have a drug or alcohol dependency is actively encouraged to seek help through theCompany’s Occupational Health Services or Open Line, a free and confidential service which provides counsellingand information to all Company employees. For further details on Open Line, please visit the Open Line intranetsite.

In order to help the employee (and subject always to the employee’s permission), Occupational Health will usuallyneed to liaise with the employee’s line manager who will therefore need to be advised in general terms as to thenature of the problem. Clinical details are not disclosed and remain confidential unless the individual gives written

permission to the contrary.Dependency is distinguished from cases where an employee might occasionally arrive at work under the influence ofalcohol or drugs. Such cases will be dealt with under normal disciplinary procedures. Incapability at work caused byalcohol or drugs is treated as a very serious matter and may result in your dismissal for gross misconduct.

3.35 Learning & Development

The Learning & Development team has learning and development professionals who are responsible for a widerange of learning activities, all of which are accessible through 'My Learning'. The team liaises with business units to

provide the best learning solutions throughout the Company and the CACHE Group. You ’re learning may be provided face to face at our premier Group Management Training College in Hertfordshire, through personal

coaching or with online, video and paper-based learning materials.

A wealth of knowledge exists in the Company’s unique LEAP library which provides access to over 2,800 resourceswith speedy delivery. Take a look at 'My Learning' at some of the vast array of resources that will suit your needs.

3.36 Professional and Technical Qualifications




If you would like to study for a specific professional or technical qualification, the Company may be able to provideassistance. Further information about the procedures involved can be found in the Professional and postgraduatequalifications section of the HR Procedures Manual.

4 DOCUMENT REVISIONSRevision Date Version

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