Anti-Bribery & Anti-Corruption Policy

1. Introduction

This document describes the Anti-Bribery and Anti-Corruption Policy (“Policy”) of Retail Logistics Excellence – RELEX Oy and its affiliated companies globally (“RELEX”, “Company”, “we”, “us”).

This Policy has been approved by RELEX’s Board of Directors on 9 November 2021.

This Policy aims to reduce the risk of corruption and bribery from occurring in the Company’s activities. It also acts as a guideline for those who work with RELEX and helps recognize, prevent, and deal with bribery and corruption.

RELEX is committed to complying with all applicable mandatory laws and regulations in the countries in which we operate, including, but not limited to, the US Foreign Corrupt Practices Act of 1977 (FCPA) and the UK Bribery Act 2010. To the extent that provisions of this Policy conflict with local law, the conflicting provision of the Policy will not apply.

2. Policy Statement

RELEX is committed to conducting business ethically and honestly and implementing a process that ensures any form of bribery is prevented. Throughout our operations, RELEX seeks to avoid even the appearance of impropriety in the actions of our directors, officers, employees, and agents.

RELEX has zero tolerance towards any form of bribery, corrupt practices, and financial irregularity. We are committed to acting fairly, professionally and with integrity and the highest standards of ethical conduct in all business dealings and relationships in every country we operate.

We will not pay or promise to pay bribes or other corrupt payments made directly or indirectly to a customer, public officials, or anyone else to secure contracts or facilitate RELEX’s business.

We will not tolerate facilitation payments, improper gifts or entertainment, gratuities, favors, or donations aimed to unlawfully promote business, and we will refuse to make or accept the same.

We engage only reputable third parties who share the same values and commitments.

3. Scope. Who Is Covered by This Policy?

This Policy applies to all directors, officers, employees(whether permanent, temporary, or fixed-term) of RELEX and its affiliated companies, including also interns, trainees, freelancers, agency workers and other hired personnel (“Representatives”).

We also expect that all our contractors, partners, suppliers, and vendors act in a manner that is consistent with the principles set out in this Policy.

This Policy applies to all RELEX’s business operations worldwide.

4. What Are Bribery and Corruption?

Corruption is any improper or unlawful behavior that seeks to gain an advantage through illegitimate means for private economic gain. Bribery, abuse of power, fraud, deception, and money laundering are all forms of corruption.

Bribery is an act of giving, offering, promising, asking, agreeing, receiving, or soliciting something of value in order to improperly influence an outcome, action or decision to gain or retain an advantage or benefit. The offence will be committed even if the bribe is not actually transferred.

Bribery does not have to involve cash or actual payment. It can have many forms such as gifts, discounts, charitable or political donations, lavish hospitality during a business trip or tickets to events.

Active bribery is an offence committed by the individual who offers or gives a bribe.

Passive Bribery is the offence committed by a public official who accepts a bribe.

5. Gifts, Hospitality and Business Entertainment

RELEX follows the best practices concerning gifts, hospitality, and business entertainment. RELEX does not prohibit appropriate hospitality and gifts received and given from or to third parties. However, any gift, hospitality and business entertainment shall be handled openly and as a goodwill gesture only. Any gift, hospitality, and business entertainment any Representative of RELEX may give or receive must meet the following criteria:

• it is legitimate (there is a legitimate business purpose);
• it is proportionate (it is reasonable and not excessively lavish); and
• it is transparent.

It is illegal to give or offer anything of value with a corrupt intent to improperly influence a recipient to misuse their position. Anything of value could be widely interpreted and may include gifts, customer travel expenses, gift certificates, meals and drinks, entertainment such as tickets to events, charitable contributions, or anything else of value.

At RELEX, it is prohibited to accept a gift or give a gift to a third party in the following cases:

• It is given to influence a third party to gain a business advantage, influence the outcome, action or decision, to reward the provision or retention of business, or exchange for benefits or other privileges;
• It is given at inappropriate circumstances (e.g., during contract negotiations), and it is of inappropriate type and unproportionate value;
• It is given in your name, not in the name of RELEX;
• It is given secretly and not openly;
• It is made in cash;
• It does not comply with local law; or
• It is selectively given to key personnel/management with the intent to influence them directly.

The following types of gifts, hospitality and business entertainment are generally acceptable:

• Promotional gifts of nominal value, such as branded products and merchandise;
• Occasional meals with a business contact and third-party representatives; and
• Attendance at professional events (e.g., meetups, webinars, conferences).

While some countries and companies set limits for the amount spent on gifts or hospitality, in other countries, regions or companies any hospitality or gifts may be wholly forbidden.

Depending on the circumstances, the gifts and hospitality may be subject to pre-approval in accordance with separately defined approval policy when applicable.

6. Prohibited Payments

RELEX Representatives are prohibited from directly or indirectly offering, promising, or giving a financial or other advantage to public officials with the intention of influencing the officials in the performance of their official functions.

Public officials include elected or appointed government officials, officers or employees of national, state, provincial, and local governments and all their departments and agencies, from high-level officials to the low-level employees; officers or employees of entities that are partially or wholly owned by federal, state, regional or municipal agencies; political parties and candidates, officers or employees of an international public organization (e.g. the United Nations, the European Union, World Bank).

6.1 Facilitation Payments

Facilitation payments are payments made to secure or expedite the performance of a routine action by a public official to which the Company has legal or other entitlement.

Facilitation payments are often called small bribes and are intended to induce public officials to perform routine functions they are otherwise obligated to perform. Facilitation payments are considered bribes and are forbidden, e.g., under the UK Bribery Act 2010.

RELEX or Representatives shall not give facilitation payments in any country.

6.2 Kickback Payments

Kickback payments are a form of negotiated bribery in which a commission is paid to the bribe-taker in exchange for services rendered. The kickback may be a gift, money, or anything of value. The kickback interferes with a public official’s or an employee’s ability to make unbiased and fair decisions.

RELEX acknowledges that kickbacks are usually made in exchange for business advantage and privilege, and RELEX does not allow kickbacks to be accepted or made.

6.3 Political Contributions

RELEX will not make any contributions or donations to political parties or politicians. RELEX acknowledges that political contributions might be considered as an attempt to gain an improper business advantage.

7. Charity Contributions and Sponsoring

7.1 Charity Contributions

RELEX ensures that any relationships with charitable organizations are conducted transparently and openly and do not raise any expectation of the award of any business advantage and benefit.

RELEX agrees on the disclosure of all charity contributions conducted on its behalf.

When making a charitable donation, the following factors should be considered:

• The charity contribution does not influence RELEX business;
• The purpose of the contribution;
• Ensure that contribution is made directly to the charity organization and not through third parties; and
• Whether the charity organization is registered under the local law

7.2 Sponsoring

Sponsoring means any contribution in money or any value equivalent conducted by RELEX towards the event organized by any third party to get publicity.

All sponsoring contributions must be made for the legitimate business purpose transparently and fairly, pursuant to a written agreement.

8. Responsibilities and Penalties for Violation of Law

Violations of the anti-corruption legislation can also result in violations of other laws, including anti-money laundering, mail and wire fraud, and conspiracy laws. The penalties for violating anti-corruption legislation are significant. In addition to being subject to disciplinary action, such as a warning up to and termination of employment or other legal proceedings according to the local laws, individuals who violate the anti-corruption legislation may also be subject to imprisonment and fines under applicable laws.

We expect all RELEX Representatives to read and comply with this Policy.

9. How to Raise a Concern?

RELEX encourages you to raise concerns as soon as possible if you encounter or suspect any bribery or corrupt activities occurring in relation to RELEX.

All raised concerns will be handled on a confidential basis and without fear of retaliation.

All Representatives are expected to report any concerns regarding any suspected bribery or other noncompliance with this Policy. Concerns can be raised in accordance with RELEX’s Whistleblowing Policy.

RELEX will acquaint all Representatives with RELEX’s Whistleblowing Policy so everyone can speak out their concerns confidentially and promptly.

If you are not sure whether the intent, behavior or action can be considered corruption or bribery, you should address your inquiry to RELEX Legal Team.

If you are asked to make or accept a bribe or any kind of illegal payment or if you suspect that it may happen soon, you must inform RELEX Legal Team as quickly as possible.

10. Training and Communication

RELEX will provide training to all Representatives to get them aware of this Policy and provide guidelines on how to identify and react to bribery, how to raise a concern, as well as the risks involved in any corrupt activity.

RELEX provides access to this Policy to every employee and verifies their understanding of it in writing by completing the respective course.

If you have any questions concerning this Policy, please contact RELEX Legal team at legal@relexsolutions.com.

11. Recordkeeping

RELEX maintains books and records accurately and such as they fairly reflect the Company’s transactions and disposition of assets.

RELEX has appropriate accounting control environments to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements.

RELEX is committed to reflect transactions in conformity with accepted methods of recording economic events and effectively prevent off-the-books slush funds and payments of bribes.

In order to comply with these requirements, it is mandatory that RELEX employees maintain complete and accurate records with respect to all transactions undertaken on behalf of RELEX.

12. Other

RELEX reserves the right to modify, change, or delete the provisions of this Policy without prior notice.

This Policy is effective as of 17th December 2021.