Anti-Bribery & Corruption Policy

LiquidityOne Group

1. INTRODUCTION

LiquidityOne and its group of companies are committed to conducting our business operations in good faith, and in an honest and ethical manner. We apply a zero-tolerance approach to bribery and corruption and are committed to acting with integrity in all of our business dealings, and to implementing and maintaining effective systems and controls to help counter bribery and corruption.

This policy sets out the guiding principles and minimum standards that must be followed. In instances where local laws, rules or regulations impose a higher standard, that higher standard will take precedence. This policy applies to all employees (full and part-time), contract workers, consultants, officers and directors of LiquidityOne in all jurisdictions in which the company operates (collectively “Employees”).

2. GENERAL PRINCIPLES

Employees must not, directly or indirectly, (i) offer, (ii) promise, (iii) agree to pay, (iv) authorise payment of, (v) pay, (vi) give, (vii) accept, or (viii) solicit Anything of Value to or from any third party in order to secure or reward an improper benefit or improper performance of a function, activity or to procure an unfair business advantage.

Prohibited payments, offers or receipts are not permitted at any time, whether or not they are given to or received from a Government Official or to any person in a private enterprise, business or entity, and regardless of whether they are given or received directly or indirectly by another person or entity on behalf of the Company.

“Anything of Value” means bribes, kickbacks, a financial advantage, services, favours or any other direct or indirect benefit or gratification, whether in cash or in kind, tangible or intangible. The term “Anything of Value” has a wide application. Examples of these include but are not limited to gifts, meals, entertainment, discounts that are out of the ordinary or routine businesses, offers of employment or charitable contributions, including any gratification, services or favours which may not have a tangible or direct financial value attached, such as sexual favours. Prohibited payments can also include what is known as “facilitation payments” which are routine payments typically made to low-level Government Officials to expedite or secure a service or routine action.

Offers of employment or any other benefits, tangible or intangible, made or given to family members of Government Officials or of other counterparties (including parties who are not Government Officials) would also be prohibited.

A “Government Official” includes any elected or appointed official of a national or local governmental entity of any country; representatives or employees of a government agency at any level, including customs, immigration and transportation workers, military personnel, representatives of political parties, candidates for political office, representatives of public international organizations (e.g., the United Nations, the World Bank, the International Monetary Fund), employees of state-owned or controlled entities in any part of the world (e.g., state- owned airlines, banks or other postal agencies) and any entity hired by a government agency or instrumentality for any purpose (e.g., consultants, marketing or advertising agencies).

Violations can have severe consequences for the Group and the individual involved, and can attract both criminal and civil penalties, which will have severe repercussions and damage to both our reputation and financial performance.

3. ANTI-BRIBERY AND CORRUPTION LAWS

As a Company, we will uphold all laws relevant to counter bribery and corruption in all the jurisdictions in which we operate; however, Employees should also be aware of the need to comply with the UK Bribery Act 2010 (“Bribery Act”) and the US Foreign Corrupt Practices Act (“FCPA”), as these laws are extraterritorial in nature and can apply to conduct outside each of their respective countries.

Employees should be aware that any corrupt payment to Government Officials outside the territory of the US would still be subject to the FCPA even if such acts do not involve any other US nexus such as use of US bank accounts or calls to or from the US. In all other cases involving acts of corruption, US persons will still be subject to criminal liability for commercial bribery under state law and US federal law on wire fraud.

3.3 Criminal Liability

a) The application of all these laws means that any Employee may be subject to criminal liability if he/she directly or indirectly, offers or pays, or authorises the payment of or accepts Anything of Value in exchange for some improper advantage for the Company. Such acts extend not only to improper direct cash payments but also to the improper provision or receipt of gifts, hospitality, employment and charitable donations.

b) In addition, under the relevant laws in the jurisdictions where the company has operations in, it is a crime to engage in acts such as those discussed in clause 3.3(a) regardless of whether those acts involve Government Officials or private persons in any business relationship.

3.4 Third Parties

a) In many jurisdictions, the improper acts of Third Parties (including, but not limited to advisors, consultants, appointed representatives, agents and intermediaries) can create criminal liability for the entities for which those Third Parties work. As such, it is necessary for the Company to ensure that all Third Parties that are engaged for the provision and/or supply of goods and services uphold the principles that are stated in this Policy. The Company terminate its relationship with any Third Parties that deviate from the standards and expectations outlined in this policy.

b) Employees who deal with Third Parties are responsible for taking reasonable precautions to ensure that Third Parties conduct business ethically, are aware of our zero-tolerance approach to bribery and corruption and comply with anti-corruption laws. On a risk-sensitive basis (i.e. proportionate to the level of risk of bribery), the Company must conduct an appropriate level of due diligence before engaging, hiring or contracting with Third Parties. Due diligence involves the investigation and evaluation of prospective Third Parties by way of background checks and research to assess the risk of their engaging in bribery.

c) When considering whether due diligence should be performed or deciding what level of due diligence should be performed on a Third Party, the following risk-based factors should be taken into account:

• The nature and structure of the transaction (certain types of transactions give rise to higher bribery risks, e.g., those involving Government Officials);
• The reputation and professional capacity and experience of the Third Party;
• Any evidence or suggestion of an improper motive for hiring the Third Party; and
• Whether there is information suggesting that the Third Party may engage another party to assist it in completing its work for the Company.

A record must be kept by the Company of all due diligence conducted on Third Parties, for a minimum period of five (5) years.

d) All arrangements with Third Parties should be subject to clear contractual terms with appropriate representations by the Third Party to comply with applicable laws relating to anti-bribery and anti-corruption, including the FCPA.

4. GIFTS AND ENTERTAINMENT

4.1 Business Courtesies

The Company recognises that the exchange of business courtesies, such as modest gifts, and
entertainment (including meals, invitations to attend promotional events or parties) particularly
during festive periods is customary and legitimate to create goodwill, and/or strengthen business
and commercial relationships. Such courtesies are allowed if they are not lavish in the light of
accepted business practices of the relevant businesses that the Company operates in and is not
intended to improperly influence the decisions of the person involved.

4.2 Basic Rules on Gifts and Entertainment

a) Do not give or accept cash or any other cash equivalent (including gift vouchers).
Lavish or unreasonable gifts or hospitality, whether these be given or received are unacceptable
as they may be construed as a bribe. Gifts and entertainment that are below the amounts stated
below are generally acceptable and need not be declared, provided that such gifts and
entertainment have not been given in order to secure or reward an improper benefit or improper
performance of a function, activity or to procure an unfair business advantage. Employees must
however avoid placing themselves in situations which could create personal obligations that
other persons could exploit to obtain a preferential treatment.

Category	Pre-Approval Threshold
Gift	Max $50 (in US Dollars or foreign currency equivalent)
Entertainment involving meals	Max $200 per head, per client, per quarter (in US Dollars or foreign currency equivalent)

Where a gift or entertainment exceeds the limits above, it must be declared by Employees to the relevant head of the department. Approval must be sought from the relevant head of department before the gift or meal may be received or provide

b) All Gifts and entertainment should have a legitimate and justifiable business purpose.

c) No gift or entertainment should be given or accepted from a supplier during a tender/pitch/contract renewal or dispute (ongoing or potential), regardless of its value. If you are offered a gift or hospitality during this period, please consult with the Chief Compliance Officer.

d) No gift or entertainment should be given to customers and/or Third Parties to whom we are pitching, with whom we are negotiating or renewing a contract, or with whom we are or are likely to be in dispute, without first obtaining approval from the Chief Compliance Officer.

If you have any queries on whether a gift or entertainment is appropriate in any circumstance, please seek guidance from your head of department before you incur the expense or accept the gift and/or entertainment. In case of further doubt, all queries should be directed to the Compliance Department.

5. EXPENSES INVOLVING GOVERNMENT OFFICIALS

The Company may accept requests to host government officials for training or other business-related purposes either at Company facilities or at training events sponsored by outside vendors. The Company may also accept requests to host government officials at operational meetings, project meetings or other events.

The payment of travel expenses to any government official, within or outside their home country, requires the prior written consent of the Chief Compliance Officer to ensure consistency with this policy and any applicable laws of the prevailing and/or relevant jurisdiction(s).

6. CHARITABLE AND POLITICAL CONTRIBUTIONS

6.1 Charitable Contributions

The Company is committed to good Corporate Social Responsibility and to demonstrating our continued support for charitable and social causes. While charitable contributions are encouraged, all contributions must be made in accordance with the standards set out in this policy, and any other pertinent rules and regulations.

6.2 Political Contributions

It is never permissible to provide a political contribution or donation to improperly influence a government official, or in exchange for any improper favour or benefit. It may, however, be permissible to make donations directly to a government agency (rather than to an individual government official) as part of a charitable effort. Prior approval from Chief Compliance Officer is required before making such a donation.

6.2 Promoting, Demonstrating or Explaining Products

It is never permissible to direct promotional expenses or activities to a government official to improperly influence them, or in exchange for any improper favour or benefit. In some cases, however, it may be appropriate to direct such expenses to a government official or entity in order to promote, demonstrate, or explain the Company’s products and services. Before doing so, Company associates must seek prior approval from the Chief Compliance Officer.

7. HIRING DECISIONS

7.1 Independence in Hiring

Employees must maintain impartiality in hiring and should not place themselves in a situation where they could be made to compromise the company’s interest by a current or prospective business partner, vendor, customer or a Government Official in the process of making a hiring decision.

7.2 Hiring in Exchange for Benefits

While there is no absolute prohibition on hiring persons recommended by others, such hiring decisions should not be part of any decision that is related to the Company’s commercial transactions. Offers of employment should not be given in exchange for any benefit received by the company, and Employees should not offer employment, procure and/or create an opening within the company in exchange for a personal benefit or to seek an unfair advantage in any business negotiation. Hiring of close family members of Government Officials should be reviewed by the Chief Compliance Officer to make sure that the hiring is not an inducement for future business.

7.3 Reporting

If a current or prospective business partner, vendor, customer or a Government Official offers to give a benefit to the Company in exchange for the hiring of a suggested person, or if any such person threatens to take adverse action if the suggested person is not hired, the correct approach to take is not to hire the suggested person. If you should encounter such a situation, you should report the incident to your supervisor or to the Chief Compliance Officer, immediately.

8. TRAINING AND CERTIFICATION

Employees will be provided with regular anti-corruption compliance training programmes to educate them about the requirements and obligations of anticorruption laws and this Policy. When necessary, specialized training will be provided to Employees with significant compliance responsibilities or who operate in higher risk areas of businesses. Records on attendance/completion records will be maintained to verify that all relevant Employees receive the necessary training to perform their responsibilities accurately and consistently.

9. RECORD KEEPING

It is the responsibility of all Employees to ensure that all benefits which are received or provided under Section 4 are fully and accurately reflected in the Company’s books and records. The following information must be documented to substantiate each benefit provided under this Policy:

• Business purpose;
• Benefit received/provided and its value;
• Date;
• Location and establishment (where a meal is hosted);
• Name, title and employer, Government Official or the affiliation of the public servant or Government Official; and
• Name and affiliations of other participating persons.

At a minimum, all such records must be kept for five (5) years.

The Compliance and Company Audit functions shall have the respective right to inspect such records as and when they deem appropriate to ensure compliance with this Policy.

10. REPORTING ACTUAL OR SUSPECTED WRONGDOING

Any Employee who observes or suspects that another Employee or anyone else may be acting in contravention of this Policy has an obligation to report it. All such concerns may be reported to the Chief Compliance Officer. Reporting should be made without delay as prompt reporting and resolution of corruption or bribery issues in many cases are required by applicable law or regulatory requirements.

Any report made in accordance with this policy will be treated with the utmost confidentiality. No Employee acting in good faith will suffer adverse consequences to their employment, or retaliation for reporting or for refusing to engage in prohibited conduct, even if such refusal results in loss of business opportunities to the Company.

Employees who fail to report known or suspected violations may be subject to disciplinary action, up to and including termination of employment, and in some cases reported to the authorities where required to do so.

Failure to report can be considered a criminal offence in most jurisdictions.