Anti-Bribery & Corruption Policy

The Company is committed to conducting business ethically and in compliance with all applicable laws and regulations related to the prevention of bribery and corruption. Our Anti-Bribery & Corruption (ABC) team is responsible for overseeing the implementation of this policy and ensuring that appropriate measures are in place to prevent, detect, and report instances of bribery and corruption.

The Company maintains a zero-tolerance approach towards bribery and corruption in all its forms, both direct and indirect. All employees, directors, officers, and associated entities are expected to adhere to this policy and to report any actual or suspected instances of bribery or corruption to the appropriate authorities.

Breaches of this policy may result in disciplinary action, up to and including termination of employment or contractual relationships. Additionally, individuals involved in bribery or corruption may face legal consequences, including criminal prosecution and civil liabilities.

It is prohibited for the Company, members of the Board, and all Staff to:

• Give, promise to give, or offer a payment, gift, or hospitality to a third party with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
• Give, promise to give, or offer a payment, gift, or hospitality to a third party to facilitate or expedite a routine procedure;
• Accept a payment, gift, or hospitality from a third party if it is known or suspected that it is offered with an expectation that a business advantage will be provided by the Company in return;
• Threaten or retaliate against another member of the Board or Staff who has refused to commit a bribery offence or who has raised concerns; and
• Engage in any activity that might lead to a breach of applicable anti-bribery and corruption laws.

The Company will conduct regular risk assessments to identify, assess, and mitigate the risks of bribery and corruption within its operations. The management team (or the Compliance Officer) will be responsible for reviewing the risk assessment results and implementing appropriate measures to address identified risks.

All employees, directors, officers, and associated entities are required to report any actual or suspected instances of bribery or corruption to their direct supervisor or a designated compliance officer. The Company will investigate all reported incidents in a timely and confidential manner and will take appropriate action against any individual or entity found to have engaged in bribery or corruption, including reporting to relevant authorities as required by law.

Any member of the Board or Staff must report to the Compliance Officer (CO) as soon as possible if they believe or suspect that a violation of the anti-bribery and corruption policy has occurred, may occur, or has been solicited. The CO shall investigate any report following these procedures:

• An investigation file will be opened. In the case of an oral report, the CO will prepare a written summary.
• The CO shall appoint an independent entity to conduct the investigation, documenting all relevant facts including entities involved, times, and dates.
• The CO shall advise the Board of the existence of an investigation.
• The identity of the individual disclosing relevant information will be treated in accordance with applicable UAE laws and regulations.
• On completion, a written investigation report will be provided to the CO. If unlawful conduct is found, the CO must advise the Board accordingly.
• The VASP shall take such remedial action as the Board deems appropriate to achieve compliance.
• Reporting to VARA: The Company will promptly and proactively report any findings of unlawful conduct to VARA.
• The written investigation report and summary of remedial actions shall be retained by the CO for no less than eight (8) years from completion, and shall be made available to VARA upon request.

The Company will provide regular training and information to employees, directors, officers, and associated entities to ensure they understand and adhere to this policy. Training on the ABC policy will be included in the induction programme for all new Board members and Staff. The Company will maintain appropriate records of all training provided and monitor compliance with the policy.

The Company will also establish and maintain reporting mechanisms, including telephone lines and other channels, for receiving reports of any violation, protecting the identity and confidentiality of the reporting entity at all times.

All relevant policies related to anti-bribery and corruption must be disclosed by the Company to the public and communicated at the outset of all business relationships as appropriate. This policy will be reviewed annually, or as required by changes in applicable laws, regulations, or company circumstances.

We value our reputation for ethical behaviour and financial probity. We recognise that any involvement in bribery reflects adversely on our image and reputation. Our aim is to limit exposure to bribery by:

• Maintaining a zero-tolerance policy for bribery;
• Training all employees so they can recognise and avoid bribery;
• Encouraging employees to be vigilant and to report any suspicion of bribery through suitable channels;
• Rigorously investigating instances of alleged bribery and assisting authorities in any resultant prosecution; and
• Taking firm action against any individual involved in bribery.

No employee will suffer demotion, penalty, or other adverse consequences for refusing to pay bribes, even if such refusal may result in the Company losing business.

We prohibit the offering, giving, solicitation, or acceptance of any bribe — whether cash or other inducement — to or from any person or company, wherever situated and whether a public official or private person, by any individual employee, agent, or other person acting on the Company's behalf. This applies to any bribe intended to gain commercial, contractual, or regulatory advantage in an unethical way, or to gain personal advantage for the individual or anyone connected with them.