ANTI-BRIBERY AND CORRUPTION POLICY

ZEELA LTD ANTI-BRIBERY AND CORRUPTION POLICY

1.What is covered by this procedure?

This procedure sets out our responsibilities in observing and upholding our zero-tolerance approach to all forms of bribery and corruption and helps to ensure that our business is informed as to how to recognize and deal with bribery and corruption issues.

2. Background

The Zeela Ltd Code of Conduct states our zero-tolerance approach to all forms of bribery and corruption. We do not offer, promise, give or receive bribes or any other form of inducement, regardless of value, for any purpose, whether directly or through a third party.

Bribery is a criminal offense and corrupt acts expose us and our employees to a risk of prosecution, fines, and imprisonment as well as adversely impacting our corporate reputation.

Any breach of this procedure will be considered to be gross misconduct and is likely to result indisciplinary action which could lead to dismissal.

3. Who does this procedure apply to?

This policy applies to all employees (internal staff, hire staff as well as apprentices & trainees employed through Zeela Ltd) across all employment practices (full-time, part-time, fixed- term, casual) and non- employees (volunteers, contractors, participants, and students).

4. What are Bribery and Corruption?
4.1. Bribery

Bribery is the offer, promise, giving, demanding, or accepting of an advantage as an inducement for an action that is illegal, unethical, a breach of trust, or the improper performance of a contract. Acts of bribery or corruption are designed to influence the individual in the performance of their duty and incline them to act dishonestly. A bribe can be anything of value including:

• the offeror receipt of any kickback,
• gifts,
• hospitality,
• rewards,
• favours or other advantages.

It does not matter whether the bribe is given or received directly or through a third party or whether it is for the benefit of the recipient or some other person.

4.2. Corruption
Corruption is the misuse of office or power for personal gain.

5. Anti-bribery and Corruption (ABC) Laws and Regulations

We must comply with all ABC laws and regulations wherever in the world we operate including the requirements of the UK Bribery Act and the US Foreign and Corrupt Practices Act, both of which apply to all entities within the Zeela Ltd, including their respective employees wherever they are located.

6. Penalties

The potential penalties for the company for violating ABC legislation include unlimited fines, costly litigation, and adverse publicity. For individuals, penalties can include very large fines and long terms of imprisonment are also possible.

7. Key Principles

7.1 Allbusinesstransactionsmustbefreefromanykindofbriberyorcorruption.

7.2 You must not give, offer, solicit, extort, request, or accept, directly or indirectly, anything that is, or could reasonably be considered as a bribe.

7.3 Exchanges of Gifts and Hospitality must be for a clear business purpose; be reasonable and proportionate and provided only as a common courtesy associated with the ordinary course of business and not made with any intention to influence, solicit from, or reward, a third party for obtaining or retaining business.

7.4 Zeela Ltd will address the risks of bribery by ensuring adequate and proportionate measures are developed and implemented to mitigate them.

7.5 Arrangements with third parties will be subject to clear contractual terms requiring them to comply with minimum standards relating to bribery and corruption.

7.6 Any commercial intermediary, representative, or agent acting on behalf of Zeela Ltd, including resellers or distributors, will be engaged strictly by the Code of Conduct and this policy.

7.7 Facilitation payments or “kick-backs” are a form of bribery and employees must not make them or allow others to make them on our behalf, irrespective of whether they may be permitted under local law. The only exception to this is in the extreme case of duress.

7.8 Zeela Ltd and its employees must not make political donations on behalf of Zeela Ltd.

7.9 Offers of sponsorship or charitable donations must not be made on behalf of Zeela Ltd to influence or reward the improper performance of an individual to gain a business advantage.

7.10 No employee or associated person will suffer retaliation in any form for refusing to pay a bribe even if a refusal may result in loss of business or a delay in proceedings.

8. How to raise a concern

The prevention, detection, and reporting of bribery or corruption is the responsibility of all employees, and you must report suspected instances immediately.

Any such incidents should be reported by the Confidential Reporting procedure and the Code of Conduct.

9. Monitoring and review

By its annual audit plans, the Board of Directors will periodically assess or audit internal controls across Zeela Ltd to assure their effectiveness in countering bribery and corruption and compliance with ABC procedures and anti- corruption laws.

10. Communications & Training

Training is an important part of the implementation of our policies. All employees will receive and be required to confirm they have read, understood, and agreed to this ABC policy.

11. Responsibilities

11.1 Our Board of Directors has overall responsibility for ensuring that our policies comply with our legal and ethical obligations and that all those under our control comply with them.

11.2 The Chief Executive Officer has primary responsibility for the application of ABC policy, and for assuring their use and effectiveness.

11.3 Managers are responsible for ensuring that employees are aware of our ABC policy, and receive regular messages from line management to comply with them (for example, via team meetings or other regular communications).

11.4 Managers must report any possible non-compliance with our ABC policy by Section8.

11.5 Employees are required to comply with our ABC policy.

11.6 The relevant Director will, at least annually, review our ABC procedures, providing guidance and making training available on them as required.

12. Red Flags
Several red flags should cause us to conduct further investigation into whether a particular transaction or business relationship may present a potential bribery risk.

Whilst, not an exhaustive list, below are some red flags which would call for further investigation:

• Line items on invoices that you’ve never seen before
• Little or no relevant experience regarding the services to be provided
• Non-transparent corporate structure
• Requests for cash payments
• Any requests for reimbursement that don’t have supporting documentation
• Requests for payments to different companies or through different countries
• References to a need to pay bribes or make facilitation payments to conduct business in its jurisdiction
• Any requests for reimbursement for amounts that seem very high for the services provided
• Records indicating that items were classified incorrectly or valued at less than the sales price for items being imported to another country
• Records that are not being properly kept
• Comments from the person submitting the invoice that indicate that improper payments were made
• The insistence that invoices be paid, or reimbursements made even after you’ve raised concerns about the legitimacy of the documents
• Unusually fast passage of the goods compared to the experience
• Offer of or demand for unusually generous gifts or lavish hospitality
• Wherever a situation feels wrong, even if it is explained as being ‘the way things are normally done here’, it should be a cause for concern.

13. Agreement

As a supplier, distributor, representative, or another agent in any way involved, directly or indirectly, in the business activities of Zeela Ltd, I hereby agree with and commit to up holding this policy in my business dealings.7.611