Code of Conduct and Anti-Corruption Policy

Code of Conduct and Anti-Corruption Policy

This document outlines a corporate compliance framework addressing anti-corruption, business ethics, and the appropriate handling of commissions, gifts, and entertainment, particularly for customers and government officials. It is a general guide and should be supplemented by specific legal counsel and local regulations.

Our company is committed to conducting business with the highest standards of integrity, ethics, and transparency. We have a zero-tolerance policy for all forms of bribery and corruption, whether public or private. This commitment extends to all employees, officers, directors, and third parties acting on our behalf.

Bribery is defined as the offering, giving, soliciting, or receiving of anything of value with the intent to improperly influence a business decision or to gain an unfair advantage. "Anything of value" can include, but is not limited to, cash, gifts, entertainment, meals, travel, employment opportunities, and charitable contributions.

• No Bribery: No employee or agent of the company shall, directly or indirectly, offer, promise, give, or authorize the giving of any bribe, kickback, or other corrupt payment to any person, including government officials, customers, or suppliers.
• Facilitation Payments: The company strictly prohibits facilitation payments (also known as "grease payments"). These are small payments made to expedite or secure routine government actions.
• Third-Party Intermediaries: The company will not use third parties (such as agents, consultants, or brokers) to engage in any activity that would be a violation of this policy if undertaken directly by an employee. All third-party agreements must include provisions requiring compliance with this anti-corruption policy.
• Accurate Records: All business transactions and payments must be accurately and transparently recorded in the company's books and records. No "off-the-books" accounts or misleading entries are permitted.

III. Gifts, Entertainment, and Business Courtesies

Gifts, meals, and entertainment are a normal part of business. However, they can pose a significant risk of bribery and corruption if not handled properly.

• General Rules:
• Any gift or entertainment must have a legitimate business purpose, be reasonable in value and frequency, and not be intended to influence a business outcome improperly.
• The gift or entertainment must be given openly and transparently, and a record of the transaction should be maintained.
• It must comply with all applicable laws and the internal policies of both the giver's and the recipient's organizations.
• Cash or cash equivalents (e.g., gift cards, vouchers) are strictly prohibited.
• Lavish or extravagant gifts, meals, or entertainment are not permitted.
• Customers and Business Partners:
• Gifts and entertainment for customers should be infrequent and of a modest, non-monetary value.
• Meals and entertainment are permissible if they are related to a legitimate business purpose (e.g., a meeting to discuss products or services) and are of a reasonable value.
• Examples of Permissible Items: Branded promotional items (pens, t-shirts), occasional business meals, and tickets to a sporting or cultural event where the host is also present.
• Government Officials:
• Interactions with government officials are subject to stricter rules and heightened scrutiny.
• Any gift, meal, or entertainment for a government official must be pre-approved by the Compliance or Legal Department.
• The value of gifts and entertainment must be minimal and consistent with local laws and regulations. Some jurisdictions prohibit any gifts to government officials, regardless of value.
• Prohibited Items: Cash, cash equivalents, and lavish hospitality are never permitted.

All commissions and fees paid to third-party agents, consultants, or representatives must be:

• Reasonable and commensurate with the services provided.
• Based on a written contract that clearly defines the services to be performed.
• Accurately and transparently recorded in the company's financial records.
• The use of inflated commissions or fees to channel funds to corrupt parties is strictly prohibited.

• Reporting: Employees are required to report any suspected or actual violations of this policy to their manager, the Compliance Department, or a designated ethics contact +971 50 243 5474. The company will protect employees who report concerns in good faith from retaliation.

Consequences: violations of this policy will result in disciplinary action, up to and including termination of employment. Furthermore, violations may lead to civil or criminal penalties for both the individuals involved and the company.