Anti-Corruption Policy

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, while implementing and enforcing effective systems to counter bribery and corruption.

All Group directors, officers, employees, agents, and consultants shall respect all national and international laws, economic sanctions, and export controls and will be familiar with these through our compliance policies. All policies are reviewed annually and updated when required.

About This Policy

The purpose of this policy is to set out our responsibilities, and those working for us, in observing and upholding our position on bribery and corruption, and to provide information and guidance on how to recognise and deal with bribery and corruption issues.

It is a criminal offence to offer, promise, give, request, or accept a bribe. Individuals found guilty can be punished by up to ten years' imprisonment and/or a fine. As an employer, if we fail to prevent bribery, we can face an unlimited fine, exclusion from tendering for public contracts, and damage to our reputation. We therefore take our legal responsibilities very seriously.

In this policy, third party means any individual or organisation you come into contact with during the course of your work for us and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisers, representatives, officials, politicians, and political parties.

This policy does not form part of any employee's contract of employment and may be amended at any time.

Who Must Comply With This Policy?

This policy applies to all persons working for us or any Group company, or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives, business partners, sponsors, and any other person associated with us, wherever located.

Who Is Responsible for the Policy?

The Board of Directors has overall responsibility for ensuring this policy complies with our legal and ethical obligations.

The Board also has primary and day-to-day responsibility for implementing this policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in countering bribery and corruption.

Management at all levels is responsible for ensuring those reporting to them understand and comply with this policy and are given adequate and regular training.

You are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions, and queries should be addressed to the Compliance Manager.

What Are Bribery and Corruption?

Bribery is offering, promising, giving, or accepting any financial or other advantage to induce the recipient or another person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage.

A person acts improperly where they act illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may relate to business or professional activities, public functions, acts in the course of employment, or other activities carried out by or on behalf of any organisation.

Corruption is the abuse of entrusted power or position for private gain.

What You Must Not Do

It is not acceptable for you (or someone on your behalf) to:

• 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;
• Give or accept a gift or hospitality during any commercial negotiations or tender process if this could be perceived as intended or likely to influence the outcome;
• Accept a payment, gift, or hospitality from a third party that you know or suspect is offered with the expectation that a business advantage will be provided in return;
• Accept hospitality from a third party that is unduly lavish or extravagant under the circumstances;
• Offer or accept a gift to or from government officials or representatives, politicians, or political parties;
• Threaten or retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this policy; or
• Engage in any other activity that might lead to a breach of this policy.

Facilitation Payments and Kickbacks

Facilitation payments, also known as "back-handers" or "grease payments", are typically small, unofficial payments made to secure or expedite a routine or necessary action, for example by a government official.

While not common in the UK or Ireland, they are more common in some jurisdictions in which we operate.

Kickbacks are typically payments made in return for a business favour or advantage.

You must avoid any activity that might lead to a facilitation payment or kickback being made or accepted by us or on our behalf, or that might suggest that such a payment will be made or accepted.

If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt detailing the reason for the payment.

If you have any suspicions, concerns, or queries regarding a payment, you should raise these with a Director.

Gifts, Hospitality and Expenses

This policy allows reasonable and appropriate hospitality or entertainment given to or received from third parties for the purposes of:

• Establishing or maintaining good business relationships;
• Improving or maintaining our image or reputation; or
• Marketing or presenting our products and/or services effectively.

The giving and accepting of gifts is allowed if the following requirements are met:

• It is not made with the intention of influencing a third party to obtain or retain business or a business advantage;
• It is given in our name, not your personal name;
• It does not include cash or cash equivalents such as gift certificates or vouchers;
• It is appropriate in the circumstances, taking account of the reason for the gift, its timing, and value;
• It is given openly and not secretly; and
• It complies with any applicable local law.

Promotional gifts of low value, such as branded stationery provided to or received from existing customers, suppliers, and business partners, will usually be acceptable.

We appreciate that practices vary between countries and regions and what may be acceptable in one location may not be in another. The test applied is whether, in all the circumstances, the gift, hospitality, or payment is reasonable and justifiable. The intention behind it should always be considered.

Donations

We do not make contributions to political parties.

We only make charitable donations that are legal and ethical under local laws and practices. No donation may be offered or made without the prior approval of a Director.

Record-keeping

We must keep financial records and have appropriate internal controls in place which evidence the business reason for making payments to third parties. You must declare and keep a written record of all hospitality or gifts given or received, which will be subject to managerial review.

You must submit all expense claims relating to hospitality, gifts, or payments to third parties in accordance with our expenses policy and record the reason for expenditure.

All accounts, invoices, and other records relating to dealings with third parties, including suppliers and customers, should be prepared with strict accuracy and completeness.

Accounts must not be kept "off-book" to facilitate or conceal improper payments.

Your Responsabilities

The prevention, detection, and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify a senior manager or director as soon as possible if you believe or suspect that a conflict with this policy has occurred, or may occur in the future.

For example, if a client or potential client offers you something to gain a business advantage with us, or indicates that a gift or payment is required to secure their business.

Further "red flags" that may indicate bribery or corruption are set out below.

How to Raise a Concern

You are encouraged to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage.

If you are offered a bribe, are asked to make one, or if you believe or suspect that any bribery, corruption, or other breach of this policy has occurred or may occur, you must notify a senior manager or director as soon as possible.

If you are unsure about whether a particular act constitutes bribery or corruption, raise it with your senior manager or director.

Protection

Individuals who refuse to accept or offer a bribe, or who raise concerns or report another person's wrongdoing, are sometimes worried about possible repercussions.

We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future.

Detrimental treatment includes dismissal, disciplinary action, threats, or other unfavourable treatment connected with raising a concern.

If you believe that you have suffered any such treatment, you should inform the Compliance Manager immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our grievance procedure.

Training and Communication

Training on this policy forms part of the induction process for all individuals who work for us.

Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors, and business partners at the outset of our business relationship with them and as appropriate thereafter.

Breaches of This Policy

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.

We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.

Potential Risk Scenarios: “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 provided for illustrative purposes only.

If you encounter any of these red flags while working for us, you must report them promptly to your Director:

• You become aware that a third party engages in, or has been accused of engaging in, improper business practices;
• You learn that a third party has a reputation for paying bribes, requiring that bribes are paid to them, or having a "special relationship" with foreign government officials;
• A third party insists on receiving a commission or fee payment before committing to sign a contract with us, or before carrying out a government function or process on our behalf;
• A third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or provide an invoice or receipt for a payment made;
• A third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;
• A third party requests an unexpected additional fee or commission to "facilitate" a service;
• A third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or the provision of services;
• A third party requests that a payment is made to overlook potential legal violations;
• A third party requests that you provide employment or some other advantage to a friend or relative;
• A third party insists on the use of side letters or refuses to put agreed terms in writing;
• You notice that we have been invoiced for a commission or fee payment that appears excessive in relation to the services stated to have been provided;
• 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; and
• You are offered an unusually generous gift or lavish hospitality by a third party.