THE DELTA CODE OF ETHICS

Overview

Delta personnel are committed to a long published code of ethics. This incorporates the Company’s operating, financial and behavioural policies in a set of integrated values, including the ethical standards required of members of the Delta family in the interface with one another and with all stakeholders.

There are detailed policies and procedures in place across the Group covering the regulation and reporting of transactions in securities of Group companies by directors and officers. The Code is applicable to the Company and its subsidiaries

STAKEHOLDERS

For many years Delta has formalised its stakeholder philosophy and introduced structures of corporate governance to manage the interface with the various stakeholder groups. Delta has in place throughout the Company, responsive systems of governance and practice which the Board and management regard as entirely appropriate and in accordance with the code of Corporate Practices and Conduct contained in the Cadbury and King Reports on Corporate Governance. Delta applies various participative practices in its relationships with non-management employees,primarily in respect of operating matters and plans, on the basis of mutual information sharing.

DIRECTORATE

The Board of Directors of Delta is constituted with an equitable ratio of executive to non-executive directors and meets at least quarterly. A non-executive director chairs the Delta Board.

DIRECTORS’ INTERESTS

Each year Directors of the Company are required to submit in writing whether they have any material interest in any contract of significance with the Company or any of its subsidiaries which could have given rise to a related conflict of interest. No such conflicts were reported this year.

THE AUDIT COMMITTEE

The Audit Committee of the Board deals, inter alia,with compliance, internal control and risk management. It is regulated by specific terms of reference, is chaired by a non-executive director, has a majority of non-executive directors and incorporates the Chief Executive Officer as the only executive member. It meets at least twice a year with the Company’s external auditors to discuss accounting,auditing, internal control, financial reporting and risk management matters. The external auditors have unrestricted access to the Audit Committee.

THE REMUNERATION COMMITTEE

Delta’s Remuneration Committee is constituted and chaired by non-executive directors, save for the membership of the Chief Executive Officer. It acts in accordance with the Board’s written terms of reference,to review the remuneration of all Delta directors and senior executives.

CORPORATE GOVERNANCE AND RISK MANAGEMENT

Delta’s Remuneration Committee is constituted and chaired by non-executive directors, save for the membership of the Chief Executive Officer. It acts in accordance with the Board’s written terms of reference,to review the remuneration of all Delta directors and senior executives.The focus of risk management in Delta is on identifying, assessing, managing and monitoring all known forms of risk across the Company. An appropriate risk analysis framework is used to identify the major risks which the Company must manage in serving its stakeholders. The environment in which the Company operates is subject to such levels of change that egular reassessment of risk is necessary to protect the Company. In view of this, each part of the business has developed detailed contingency action plans to minimise the lead-time necessary to adapt to changes in circumstances. These plans are then updated whenever a change is noted or anticipated. The management of risk and loss control is decentralised, but in compliance with Company policies on risk, the process is reviewed centrally on a quarterly basis and is supervised by the Audit Committee.

1. PREAMBLE

1.1 Delta Corporation has a long –published Code of Ethics which demands high standards of business ethics ,morals and integrity from all its employees in the conduct of business affairs.

1.2 In terms of this Code, fraud, theft ,dishonesty, corruption or abuse of company assets by any employee is totally unacceptable and will not be condoned under any circumstance.

1.3 Any form of dishonesty or deceit compromises the necessary relationship of trust between Delta Corporation and the employee concerned. Dishonest conduct by definition implies an element of intent.

1.4 All employees are expected to maintain necessary relationship of business controls to protect all Delta Corporation assets ( including intellectual property, cash, monies, product, containers and other physical assets) from crime and loss.

1.5 Where matters are referred to the criminal or civil courts, Delta Corporation must be seen to have a firm and consistent policy in respect of fidelity crime, especially fraudulent activity, whether by employees or the public.

2. POLICY

2.1 All employees and more particularly those in managerial positions are responsible for, and are required to account for all assets, products and monies entrusted to their custody, care or possession during the course of their employment.

2.2 No employee is permitted to make any secret profit or gain any personal advantage in connection with Delta Corporation’s business, purchases or procurement.

2.3 Any employee or any other person involved in any criminal activity against Delta Corporation , will be prosecuted in terms of the Ethics Guidelines. Employees shall also be subject to disciplinary action.

2.4 Any employee who assists any third party in the execution of any crime against Delta Corporation will also be dealt with in terms of paragraph 2.3 above.

2.5 It is the responsibility of any employee who becomes aware of theft, fraud, dishonesty or corruption by any other employee to report this immediately either to an appropriate Manager or to the Ethics Hotline. Such reports shall be treated with discretion and a high level of confidentiality.

2.6 Appropriate, prompt and thorough investigations will be implemented, firstly to verify the report, secondly to determine the extent of the loss and thirdly to identify those involved.

2.7 Where any negligence or relaxation of normal controls by any employee/s, (in addition to the perpetrator), assists in the execution of a crime (or serious loss), to the detriment of Delta Corporation, an inquiry will be convened as a matter of urgency to determine the extent of such negligence, to identify any complicity, and to make recommendations as to the action to be implemented. A full report will be made to the respective Managing Director, who will in turn advise the appropriate Executive Director.

2.8 Every effort will be made to recover any loss as a result of crime by an employee in terms of the Pension Fund Act and/ or by civil action where appropriate.

2.9 All employees of Delta Corporation and its managed associates must be fully aware of this policy.

3. ETHICS HOTLINE

3.1 In order to provide complete assurance that all reports will be treated with strict confidentiality an independent organization has been hired to deal with all reports made. All employees, and many suppliers and customers, will be given a personal card providing details of how to contact Tip-Offs Anonymous by telephone, fax, post or e-mail. Vouchers will be supplied for this until freecall numbers are available in Zimbabwe.

3.2 All calls will be confidential and reports to management will be worded so as not to identify the caller.

3.3 The Ethics Hotline will deal only with contraventions of the Ethics Policy and circumstances where Delta Corporation is at risk of loss. In particular: Theft, Fraud, Corruption, Nepotism and Sexual Harassment.