Background:

Many companies have developed Codes of Conduct as part of their due diligence. In some cases it is only applicable to managers who deal regularly with confidential information and are also, by the nature of their jobs, more likely to encounter conflicts of interest and ethical dilemmas.

One of our company’s most valued assets is its reputation for integrity and honesty. The reputation of Horizon Utilities Corporation can be impaired when the interests of a board director or employee conflicts with, or even appear to conflict with, the interests of Horizon Utilities. A conflicting interest is a financial or other interest, whether direct or indirect, which may affect - or might reasonably be thought by others to affect – an employee’s or board director’s judgment or conduct in matters involving Horizon Utilities.

Each of us has a commitment to conduct ourselves, and our business transactions, in accordance with the highest ethical standards. Horizon Utilities Corporation has chosen to use our Code of Conduct to enshrine our Corporate Values. The Code defines the “HUC way” of doing business. The Code of Conduct applies to all personal business relationships with outside individuals, companies and organizations. Horizon Utilities employees and board directors should protect the interests of Horizon Utilities and their own reputation by acting in accordance with the law, established Horizon Utilities values and their own good consciences, and avoiding personal transactions or situations in which their own interests conflict with, or might appear to conflict with those of Horizon Utilities.

Purpose:

This policy translates our Corporate Values into a single document that defines Horizon Utilities Corporation’s way of doing business. It applies to employees at all levels

As a general rule, board directors, officers and senior management will complete an additional “Conflict of Interest” questionnaire annually.

All employees are responsible for complying with the Code of Conduct.

Senior management and certain employees involved with specific internal controls will be requested to sign off on the Code annually.

Independent contractors, consultants and agents working for or on behalf of Horizon Utilities Corporation will also be asked to acknowledge the principles and policies of the Code that are applicable to their work.

All employees are obliged to understand the Code of Conduct policy and raise with their supervisor, manager or vice-president any issues or conduct that may violate or be perceived to violate this Code of Conduct. Board members are obliged to bring issues forward to the Corporate Secretary.

Horizon Utilities Corporation is committed to providing value to employees, its shareholder, the community in which it does business and all other stakeholders. Employees fulfill this commitment while upholding the highest level of ethical conduct and meeting Horizon Utilities’ responsibilities as a good corporate citizen.

Respect:

We value people who build relationships based on trust, integrity and mutual respect.

In all workplace interactions, the principles of respect and dignity are paramount. Horizon Utilities actively enforces its harassment or discrimination policies. We practice the principle of equal employment opportunity without regard to: race, religion, national origin, gender, age, physical disability or political affiliation.

Compliance with legislation:

Horizon Utilities and Horizon Utilities employees comply fully with all applicable laws, rules and regulations.

Conflict of interest:

Employees, officers and members of the Board of Directors are committed to conducting their business affairs in the best interests of Horizon Utilities by dealing with customers, suppliers, contractors, competitors, existing and potential business partners and other Horizon Utilities employees in a manner that avoids a conflict of interest, either real, perceived or potential.

Any employee who is in doubt if a conflict exists, is expected to report and discuss the potential conflict with a member of the senior management team of Horizon Utilities.

Ethical business conduct:

We value people who recognize their responsibility to balance the corporate financial goals with environmental protection and public interest.

Horizon Utilities employees carry out our commitment to provide value to our shareholder while conducting themselves with honesty and integrity in all business relationships.

We exercise good business judgment in extending business courtesies and never offer or accept bribes, favours or kickbacks to secure a business transaction.

Horizon Utilities is committed to meeting or exceeding all environmental legislation and regulatory obligations and to contribute to municipal economic development and the improvement of the natural environment.

Protecting Horizon Utilities Corporation assets:

Horizon Utilities employees have a collective responsibility to protect the Corporation’s assets from fraud and theft and ensure records are accurate, timely and complete.

Information is a key asset of the Corporation. Horizon Utilities employees are required to safeguard Horizon Utilities’ proprietary and confidential information, as well as proprietary information entrusted to Horizon Utilities by customers, suppliers or business partners.

Health and Safety:

We value people who contribute to a safe and healthy environment.

The Corporation and Horizon Utilities employees bear equal responsibility for workplace health and safety, and are committed to following the spirit as well as the letter of Ontario health and safety legislation in ensuring a safe workplace.

Horizon Utilities employees undertake to protect the public interest with health and safety standards and programs that meet or exceed industry standards and applicable government codes, standards and regulation.

Social Responsibility:

We value people who enhance our corporate reputation and image.

Horizon Utilities believes that being a good corporate citizen is an important measure of our success as a company. We give back to the communities in which Horizon Utilities employees live and work by focusing on activities that make a meaningful difference (Hamilton Utilities’ Corporate Social Responsibility Program – Conservation & Alternative Energy)

Horizon Utilities employees are encouraged to contribute time and talent to community causes.

Employees wishing to do volunteer work during working hours must receive approval from his or her supervisor, and realize that this approval may not necessarily be forthcoming. Volunteer work, which may in some way conflict with an employee’s job or Horizon Utilities’ Code of Conduct also must be discussed with his or her supervisor.

Policy Communication:

The review and co-ordination of the policy will reside in Corporate Services. Management will be informed by Corporate Services annually or every second year, as required, to initiate the sign-off process.

It is the responsibility of management to make this policy known to all employees in their department, and it is the responsibility of the Corporate Secretary to make this policy known and sign-off attained from the Board of Directors.