1. Introduction

Aspino Digital strives to conduct all business activities responsibly, efficiently, transparently, and with integrity and respect towards all stakeholders. Our values are incorporated into our Code of Conduct and Policies, which underline our commitment to safeguarding our principles

Aspino Digital is committed to fully comply with local and international Anti-bribery and Anti- corruption laws. This includes Aspino Digital’s strict prohibition against the offering, receiving, acceptance, payment or authorization of any bribe and any form of corruption.

2. Purpose

Bribery and corruption is prohibited by law. The U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act are laws, which have global (i.e. extra-territorial) effect and apply to Aspino Digital wherever we do business. In recent years, many other countries have developed specific laws on bribery and corruption that apply locally2 . Violation of these laws can lead to significant fines, not only for Aspino Digital but also for its responsible officers, andeven imprisonment.

This Anti-bribery and corruption Policy aims to give further guidance on the norms of business integrity as set in the Aspino Digital Code of Conduct and the mentioned laws and regulations. This Policy thus covers the areas of facilitation payments, gifts, entertainment, travel and lodging, sponsorship, charitable donations and political contributions.

3. Scope

This Policy applies to all employees, officers and directors of Aspino Digital, contract staff and otherengaged through an agreement (collectively referred to as the “Employees”).

4. Roles and Responsibilities

Compliance with this policy by all Employees is mandatory at all times. In jurisdictions where (local) laws or regulations set stricter rules than those set out in this policy the stricter rules prevail.

Employees must be familiar with its contents and any additional legal or regulatory requirements applicable to their location or business/ industry. Employees with supervisory responsibilities must make their team members or direct reports aware of therisks identified in this policy and direct them to act in accordance with it. Employees must report any (appearance of) violation of any element of this policy to their manager, next level-up manager, Reporting Officer.

5. The Rule

It is strictly prohibited to offer or accept a bribe (or engage in any activity that gives the appearance of offering or accepting a bribe).

A bribe can be described as the payment, promise of payment or authorization of payment of anything of value, either directly or indirectly, to obtain an improper personal or business advantage.

• It not only covers the actual payment of a bribe, but also the promise of payment or (internal) authorization of payment of a bribe. The fact that the bribe was ultimately not paid makes no difference in this regard
• The wording ‘directly or indirectly’ implies that a bribe is a bribe regardless whether it is paid directly to the intended recipient, or indirectly, i.e. if payment is done through a third party (e.g. a sub-contractor, agent or other intermediary) or if payment is received through a third party (e.g. given to a friend, relative or other liaison of the recipient)
• The wording ‘anything of value’ implies that, not only money can be an instrument of bribery, but also other benefits such as gifts, entertainment, information, personal favors, donations or anything else that would be of value to the recipient.
• There is no minimum threshold. Whether something is of value depends on the perspective of the intended recipient of the bribe (are they likely to be influenced by whatever it is that is offered to them?)

A bribe is, however, only a bribe if it is done with the intent of improperly influencing a public official or private person to obtain or retain business. In other words, if it is intended to induce a public official or private person to misuse their position to secure any kind of business advantage for Aspino Digital

Intent does not have to be explicit. It can also be deduced from specific circumstances. E.g., the giving of lavish gifts or entertainment can also express such intent. Moreover, the intent must concern the obtaining or retaining of a business advantage. This include bribing public officials or private persons in order to influence the outcome of a tender butcan also include other commercial advantages.

Aspino Digital can be held liable for bribes paid by its sub-contractors, agents and other intermediaries if it knew or could have known that bribes are involved. Conscious disregard, wilful blindness or deliberate ignorance of the facts can be sufficient to establish a violation. Therefore, it is essential that our Third Parties also comply with anti-bribery laws. Compliance is established through the Sanction Policy and guidance materials in respect of third-party due diligence

6. Facilitation Payments

It is prohibited to directly or indirectly give or authorize any facilitation payment

Facilitation payments are commonly understood to be

• of nominal value.
• made to a public/ government official to expedite or secure the performance of a routine governmental action.
• made in relation to a government action where the public/ government official has no discretion regarding such action

The following are examples of what may constitute facilitation payments:

• payments to expedite the issuance of visas, work permits, non-discretionary licenses or other official documents

7. Gifts and Entertainment

Business decisions should be based solely on benefits to Aspino Digital and not on considerations ofpast or future personal gain. Aspino Digital may provide and accept business amenities to strengthenand build legitimate business relationships. While not prohibited care must be taken in thereceipt or provision of all gifts and entertainment, in order to manage any potential conflictsof interest or the appearance of impropriety.

Employees and Third Parties cannot, directly or indirectly, make promise, pay, solicit, request, and agree to receive or accept anything of value to or from external parties if doing so:

• Would violate this policy
• Could be perceived as a bribe
• Influences is intended to influence or reasonably gives the appearance of influencing any act or decision by anyone to do or omit to do something which is dishonest, illegal, misleading or a breach of trust or to improperly perform their function.
• Is done whilst the recipient conceals, or can be expected to conceal, the request, promise, offer or gift from his employer.
• Makes the recipient appear to be under an obligation to Aspino Digital or places the Aspino Digital employees under an obligation
• To secure, maintain or obtain business or an advantage in business by inducing a person to perform their function improperly.

Gifts and entertainment must be ordinary and customary in the context of industrystandards and cannot create any conflicts of interest

Inappropriate entertainment that islikely to bring Aspino Digital’s reputation into disrepute is strictlyprohibited

When considering offering or accepting gifts or entertainment from an existing or prospective Aspino Digital client, business partner, consultant, agent or any other service provider, employees must never use their position with Aspino Digital for personal or private gain forthemselves, their families or other persons

Personal financial assistance of any kind provided by a supplier or other business contact, other than financial institution acting in the ordinary course of business, is prohibited

Employees may not personally contribute to cover costs that would otherwise violate this policy, nor may employees split or structure payments with other Aspino Digital employees in an attempt to keep expense submissions under any applicable limits

Gifts and entertainment must also comply with applicable written laws. Be aware that government authorities may have strict policies concerning the acceptance of gifts and entertainment. These policies must also be strictly adhered to.

The following considerations govern the offering or acceptance of entertainment

• Entertainment of or by counterparts may neither be so frequent nor so excessive as to raise any question of impropriety and must always be consistent with the underlying relationship with the counterpart and the seniority of those attending.
• Employees should not solicit entertainment from counterparts, nor should they agree to requests from counterparts to provide it

Invitations to officials may only be approved by the manager if the event qualifies as a business event or social event as defined below:

A business event is a working group, seminar, conference or similar event, held within or outside Aspino Digital at Aspino Digital’s expense that is:

• Clearly and predominantly business related (to the promotion, demonstration or explanation of products or services or the execution or performance of a contract) and
• The value of other elements related to the event (such as lunches, dinners) is reasonable and proportionate for the purpose of the event.

A social event is a cultural or sporting event, the invitation to which has been extended exclusively for the performance of representative functions at that specific event. It must be clear that the public official and/ or business relation is representing a (public) body or institution, which requires an apparent connection between the office of the public official or the business relation and the event. Exceptional approval may otherwise be granted but in all instances, it must be clear that there is no intention to influence the official in order to obtain or retain business or a business advantage on behalf of Aspino Digital.

8. Donations

Donations are defined as monetary or in-kind contributions to a registered charity or notfor-profit organization made on behalf of Aspino Digital to Third Parties or made by Third Parties onbehalf of Aspino Digital, without receiving a benefit in return (unless explicitly permissible and defined by local tax laws). Donations should not have a direct relation to any business- driven project and should be intended for sustainability purposes only, unless they are clearly regulated by local policies. Fees for memberships in social and charitable organizations are also considered donations.

Donations may not be offered, promised or given if they are intended to influence official action or secure an improper advantage

Unfortunately, even legitimate donations sometimes have the risk of creating the appearance of corruption. For example, you might create this appearance when funding charitable organizations that would subsequently benefit a third party (such as a government official) in some way. The corruption risk can also be more direct when charitable contributions are made to non-existent or illegitimate charitable organizations to conceal bribes to government officials.

Contributions to industry associations, fees for memberships in organizations that serve business interests and sponsorships where Aspino Digital gets advertising in return are not charitabledonations, they are sponsorships

9. Sponsorship

Sponsorships are defined as grants of financial support to an organization or initiative that promotes educational, social, environmental, cultural, scientific or other activities that support the common good as well as Aspino Digital’s communications and sustainability business goals. They therefore also deliver a defined set of image and reputation benefits to Aspino Digital, help enhance public awareness of Aspino Digital in a given market/ target group and deliver a definedset of marketing-related benefits that will be specified in a legally binding document.

Sponsorships can nevertheless create problems if they are seen as been linked to seeking or obtaining an improper advantage.

When sponsorships result in free tickets, providing opportunities to invite guests, the rules on gifts & entertainment apply

10. Books and Records

Keeping detailed and accurate records is a crucial component of Aspino Digital’s Antibribery and Anti-corruption controls. Aspino Digital’s accounting/ financial reporting system must, in reasonable detail, accurately and fairly reflect all transactions and dispositions of the company assets.Therefore, all managers who are involved in the upkeep of the business’ accounting systemmust ensure this accuracy at all times and must direct relevant employees accordingly.

The following principles must always be considered:

• False or misleading entries should never be made in Aspino Digital’s books and recordsfor any reason
• No undisclosed or undocumented accounts or payments for or on behalf of Aspino Digitalare to be maintained for any purpose
• Na cash payments that are unapproved or undocumented may be made for any kind of service done on behalf of Aspino Digital

11. Violation of Policy and Sanctions

Any violation of this policy must be promptly reported to your management and the LCO in the location where it is believed to have taken place.

Violations of any element of this policy could result in civil and criminal penalties against Aspino Digital and could also subject employees to prosecution, criminal fines and imprisonment. The various laws with which Aspino Digital and its employees must comply include, but are not limited to:

• Articles 234-239 UAE Penal Code
• The United States Foreign Corrupt Practices Act (FCPA), which may result in imprisonment for individual violators. The FCPA also states that fines and penalties imposed upon individuals may not

  be paid directly or indirectly by any corporation for which they may have acted

• The United Kingdom Bribery Act (UKBA), which can impose unlimited fines on individuals and Aspino Digital entities as well as order imprisonment

In line with our Code of Conduct, in addition to any criminal and civil sanctions, employees’ failure to comply with any element of this policy may be grounds for disciplinary action, including termination of employment.