Anti-Bribery Anti-Corruption Policy

Anti-Bribery & Anti-Corruption Policy

1. Introduction and Purpose

This policy outlines Tosaf Group’s commitment to conducting business honestly, ethically and with full adherence to the law. We have a zero-tolerance approach to bribery and corruption. This policy applies to all persons working for the 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 and business partners.

2. Definitions

2.1. Bribery. Offering, promising, giving, accepting, or seeking anything of value to improperly influence a decision or gain an unfair business advantage.

2.2. Corruption. Dishonest or fraudulent behavior by those in a position of power, often involving bribery.

2.3. Anything of Value. Includes money, gifts, loans, hospitality, services, discounts, contracts, or any other benefit.

2.4. Government Official: Any employee or representative of a government (local, regional, national), state-owned enterprise, public international organization, political party, or candidate for political office.

2.5. Improper Influence: Causing someone to act wrongly, illegally, or unethically in their official duties.

3. Policy Statement: No Bribery or Corruption

Bribery and Corruption are strictly prohibited. All Company Personnel must act professionally, fairly, and with integrity in all business dealings.

4. What is Prohibited?

This policy does not prohibit the giving or accepting of reasonable and appropriate hospitality for legitimate purposes such as building relationships, maintaining our image or reputation, or marketing our products and services.

A gift or hospitality will not be appropriate if it is unduly lavish or extravagant, or could be seen as an inducement or reward for any preferential treatment (for example, during contractual negotiations or a tender process).

You must not:

• Offer or Give Bribes: Do not offer, promise, or give anything of value to any person to gain a business advantage improperly.
• Accept or Seek Bribes: Do not request, agree to receive, or accept anything of value in exchange for improperly influencing a decision.
• Facilitation Payments (General Prohibition): Do not offer or make facilitation payments (small payments to speed up routine government processes) unless in extremely limited circumstances with prior written approval from your manager and the Legal Department.
• Gifts and Hospitality (Improper Use): Do not give or accept gifts or hospitality if they are intended to improperly influence a business outcome or are excessive or lavish.
• Secret Payments or Records: Do not make or keep off-the-books payments or maintain inaccurate records to conceal improper activities.
• Retaliation: Do not threaten or retaliate against anyone who refuses to participate in bribery or reports potential violations of this policy.

5. Dealing with Government Officials: Specific Rules

Interactions with Government Officials require extra care. You must:

5.1. Act with Integrity: Ensure all dealings with government officials are transparent and for legitimate business purposes.

5.2. Obtain Approval for Gifts and Hospitality: Before offering any gift or hospitality (meals or event invitations included) to a government official, you must obtain prior written approval from the Legal Department, regardless of the value. Modest and infrequent gestures may be acceptable if approved.

5.3. No Unauthorized Political Contributions: The Company will not make political contributions without explicit legal permission and senior management approval. Personal political activities must be separate from the Company.

5.5. Scrutinize Charitable Donations: Any charitable donations at the request of a government official must be carefully reviewed and approved by the Legal Department or Designated Compliance Officer to ensure they are legitimate and not a disguised bribe.

5.6. Exercise Due Diligence with Third Parties: When third parties (agents, consultants) interact with government officials on our behalf, ensure they are aware of and comply with this policy. Report any concerns about their conduct.

5.7. Report Suspicious Activity: Immediately report any suspected bribery or corruption involving government officials or any other party (see Section 7).

6. Gifts and Hospitality (Acceptable Practices)

Reasonable and appropriate gifts and hospitality for legitimate business purposes (e.g., building relationships, marketing) are permitted if they are:

• Not lavish or extravagant;
• Not intended to influence a decision improperly;
• Transparent and recorded as required (see Section 8);
• Given in the Company’s name, not your own (for gifts); and
• Promotional items of low value are generally acceptable.

7. How to Raise a Concern (Reporting Violations)

If you suspect or witness any bribery or corruption, you must report it immediately to your line manager and to the Legal Department. All reports will be handled confidentially to the extent possible.

8. Record Keeping

You must declare and keep records of all gifts and hospitality given or received. All expenses related to third parties must be accurately documented according to our expense policy, with the reason for the expenditure clearly stated. All financial records must be accurate and complete; no “off-book” accounts are permitted.

9. Consequences of Violations

Breaching this policy may lead to disciplinary action, up to and including termination of employment or termination of contracts for non-employees which could result in dismissal for gross misconduct. Any non-employee who breaches this policy may have their contract terminated with immediate effect. The Company may also be subject to legal penalties for bribery and corruption.

This policy is subject to review to ensure it remains complaint with current legislation.