OPTI has adopted a written code of conduct for its directors, officers and employees. OPTI will arrange for a copy of the code of conduct to be mailed to an interested party, upon request to OPTI's Chief Financial Officer at OPTI Canada Inc., Suite 2100, 555 - 4th Avenue S.W., Calgary, Alberta, T2P 3E7, Tel: (403) 249-9425.

The code has been adopted by the Board of Directors and senior management, and requires every officer, director and employee to observe high standards of business and personal ethics as they carry out their duties and responsibilities. The code sets forth guidelines, policies and procedures which comprise the core principles applicable to all, and address ethical conduct, conflicts of interest and compliance with the law. The code is administered by the Governance and Nominating Committee which oversees and monitors the code and reports to the Board on the implementation and monitoring of the code and all matters that arise related to its provisions, including any departures or waivers that are granted. Each employee of OPTI is required to sign an acknowledgement of the code upon commencement of employment, and annually thereafter.

OPTI has established an independently-operated "whistle-blower" hotline service which enables interested persons to identify potential breaches of ethical issues and other sensitive matters to the Board on an anonymous basis.

The Board also ensures that directors exercise independent judgment in considering transactions in respect of which a director or executive officer has a material interest by requiring all directors to adhere to the declaration of conflict of interest requirements mandated by the Canada Business Corporations Act.

The Canada Business Corporations Act provides that a director or officer shall disclose the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, if the director or officer:

• is a party to the contract or transaction,
• is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction, or
• has a material interest in a party to the contract or transaction, and shall refrain from voting on any matter in respect of such contract or transaction unless otherwise provided under the Canada Business Corporations Act.