1. POLICY STATEMENT

1. It is our policy to conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to Bribery and Corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery.
2. We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. We remain bound by local and national laws.

2. DEFINITIONS

• “Agent”: Any individual acting as an agent, paid by the company, acting on the company’s behalf in negotiating with Third Parties.
• “Bribery”/“Corruption”: Bribery occurs when one person offers, pays, seeks or accepts a payment, gift, favour, or a financial or other advantage from another to influence a business outcome improperly, to induce or reward improper conduct orto gain any commercial, contractual, regulatory or personal advantage. It can be direct or indirect through Third Parties.
• “Company”: All subsidiaries and affiliated companies.
• “Conflict of Interest”: Occurs when an individual or organisation is involved in multiple interests, one of which could possibly corrupt, or be perceived to corrupt, the motivation for an act in another.
• “Donation”: A Donation is a voluntary contribution in the form of monetary or non-monetary giftsto a fund or cause for which noreturn service or payment is expected or made. Contributions to industry associations or fees for memberships in organisations that serve business interests are not necessarily considered Donations.
• “Employee”: For the purposes of this policy this includes all individuals working at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, home-workers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or joint ventures or their employees, wherever they are located.
• “Facilitation Payments”: A form of Bribery in which small payments are made with the purpose of expediting or facilitating the performance by a Public Official of a routine governmental action and not to obtain or retain business or any other undue advantage. Facilitation payments are typically demanded by low level and low income Public Officials in exchange for providing services to which one is legally entitled without such payments.
• “Gifts, Invitations & Hospitality”: Invitationsgiven or receivedto social functions, sporting events, meals and entertainment, gifts or customary tokens of appreciation.
• “Intermediary”: Includes but is not limited to Agents, distributors, consultants, sales representatives,implementation partners,sales partners.
• “Kickback”: A bribe to obtain an undue advantage, where a portion of the undue advantage is ‘kicked backed’ to the person who gave, or is supposed to give, the undue advantage.
• “Public Official”: Officials or employees of any government or other public body, agency or legal entity, at any level, including officers or employees of state-owned enterprises and officers or employees of enterprises which are mandated by a public body or a state-owned enterprise to administrate public functions.
• “Sponsorship”: Sponsorship is about partnering with external organisations to deliver mutual benefits through an exchange of monies, products, services, content or other intellectual property.
• “Third Party”: Any individual or organisation you come into contact with during the course of your work for us. This includes actual and potential customers, suppliers,business contacts, Intermediaries, government and public bodies, including their advisors, representatives and officials, politicians and political parties.

3. SCOPE

1. This policyapplies to all Employees and relevant Third Partiesof the Company and shall be communicated to them at the outset of our business relationship and as appropriate thereafter.
2. This policy applies in all countries or territories where the Company operates. Where local customs, standards, laws or other local policies apply that are stricter than the provision of this policy, the stricter rules must be complied with. However, if this policy stipulates stricter rules than local customs, standards, laws or other local policies, the stricter provisions of this policy shall apply.

4. GIFTS, INVITATIONS & HOSPITALITY

1. This policy does not prohibit normal and appropriate hospitality (given and received) to or from Third Parties.
2. You are prohibited from accepting a gift or giving a gift to a third party in the following situations:
   • (a) it is made with the intention of influencing a Third Party to obtain or retain business, to gain a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
   • (b) it is given in your name and not in the name of the Company;
   • (c) it includes cash or a cash equivalent (such as gift certificates or vouchers);
   • (d) it is of an inappropriate type and value and given at an inappropriate time (e.g. during a tender process); and
   • (e) it is given secretly and not openly.
3. We appreciate that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable, justifiable and is proportionate. The intention behind the gift should always be considered.

5. FACILITATION PAYMENTS & KICKBACKS

1. In many jurisdictions, making Facilitation Payments is illegal. We do not make, and will not accept, Facilitation Payments or Kickbacks of any kind anywhere in the world.
2. Where the facilitation payment is being extorted or you are being coerced to pay it and your safety or liberty is under threat or you feel you have no alternative but to pay for personal or family peace of mind, then pay the Facilitation Payment and report this to your line manager as soon as possible.

6. YOUR RESPONSIBILITIES

1. It is not acceptable for you (or someone on your behalf) to:
   • (a)give,promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
   • (b)give, promise to give, or offer, a payment, gift or hospitality to a PublicOfficial or Third Party to ‘facilitate’ or expedite a routine procedure;
   • (c)accept payment from a Third Party that you know or suspect is offered with the expectation that it will obtain a business advantage for them;
   • (d)accept a gift or hospitality from a Third Party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return;
   • (e)threaten or retaliate against another Employee who has refused to commit a bribery offence or who has raised concerns under this policy; or
   • (f)engage in any activity that might lead to a breach of this policy or perceived breach of this policy.
2. It is your responsibility to ensure that allaccounts, invoices, memoranda and other documents and records relating to dealings with Third Parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept ‘off-book’.
3. You must declare and keep a written record of all Gifts, Invitations & Hospitality according to Company practice accepted or offered, which will be subject to managerial review.
4. You must ensure all expense claims relating to Gifts, Invitations & Hospitality or expensesincurred to Third Parties are submitted in accordance with the Company’s expenses policy and specifically record the reason for the expenditure.
5. The prevention, detection and reporting of any form of Bribery & Corruption are the responsibility of all Employees. You must notify the head of legalas soon as possible if you are offered a bribe, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.
6. All Employees have the responsibility to read, understand and comply with this policy. You should at all times, avoid any activity that might lead to, or suggest, a breach of this policy.
7. Any Employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct.
8. This policy should be read in conjunction with the Company’s Gifts, Invitations & Hospitality policy, Conflicts of Interest policy and Code of Ethics.
9. Employees are encouraged to raise concerns about any instance, or suspicion, of malpractice at the earliest possible stage through their line manager or other available reporting mechanisms.

FURTHER “RED FLAGS” THAT MAY INDICATE BRIBERY OR CORRUPTION ARE SET OUT IN APPENDIX 1.

7. PROTECTION

1. Employees who refuse to take part in bribery or corruption, or report in good faith under this policy their suspicion that an actual or potential bribery or other corruption offence has taken place or may take place in the future will beprotected from detrimental treatment/retaliation. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern.

8. GOVERNANCE

1. The board of directors has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.
2. Head of legalhas primary and day-to-day responsibility for implementing this policy and for monitoring its use and effectiveness. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.This training shall also be given to Intermediaries

9. MONITORING AND REVIEW

1. The Company will establish and put in place appropriate performance measures and reporting systems to monitor performance against metrics and compliance with the relevant policies, procedures and controls.
2. Head of legal will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible.
3. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective. The head of legal will report to the CEO at least annually on the application of this policy.

APPENDIX 1

“RED FLAGS”

The following is a list of possible red flags that may arise during the course of your work for us and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any of these red flags while working for us, you must report them promptly to the head of legal.

• (a) you become aware that a Third Party engages in, or has been accused of engaging in, improper business practices;
• (b) if the Third Party refuses to divulge adequate information during due diligence procedure;
• (c) you learn that a Third Party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a ‘special relationship’ with foreignPublic Officials;
• (d) a Third Party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
• (e) a Third Party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
• (f) a Third Party requests that payment is made to a country or geographic location different from where the Third Party resides or conducts business;
• (g) a Third Party requests an unexpected additional fee or commission to ‘facilitate’ a service;
• (h) a Third Party demands lavish Gifts, Invitations or Hospitality before commencing or continuing contractual negotiations or provision of services;
• (i) a Third Party requests that a payment is made to ‘overlook’ potential legal violations;
• (j) a Third Party requests that you provide employment or some other advantage to a friend or relative;
• (k) a Third Party requests that you make a political contribution or donation to the party or charity of their choice before agreeing to undertake a business relationship with the Company
• (l) you receive an invoice from a Third Party that appears to be non-standard or customised;
• (m) a Third Party refuses to put terms agreed in writing;
• (n) you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
• (o) a Third Party requests or requires the use of an Agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us; or
• (p) you are offered an unusually generous gift or offered lavish hospitality by a Third Party.

Release 1.0 – 19th August 2019