Anti-Bribery Policy

1.Introduction:

EPSoft Technologies is committed to the setting up, utmost standards for transparency and accountability in all its affairs. We strive in attaining our mission through compliance of high legal and ethical standards. We do not tolerate any form of bribery, embezzlements or corruption, and will uphold all laws countering bribery, fraud and corruption in all forms.

EPSoft Technologies is conducting business in an ethical and honest manner and is responsible for implementing and enforcing systems that ensure bribery is prevented. We are strictly committed to acting professionally, fairly, and with integrity in all business dealings and relationships, wherever in the country we operate.

2.Who is covered by the policy?

This anti-bribery policy applies to all employees, consultants, contractors, trainees, seconded staff, home workers, casual workers, volunteers, interns, agents, sponsors, or any other person or persons associated with us (including third parties), or any of our subsidiaries or their employees, no matter where they are located (within or outside).

In the context of this policy, third-party refers to any individual or organization our company meets and works with. It refers to actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies – this includes their advisors, representatives and officials, politicians, and public parties.

Any arrangements our company makes with a third party is subject to clear contractual terms, including specific provisions that require the third party to comply with minimum standards and procedures relating to anti-bribery and corruption.

3.Definition of bribery

• The offer, promise or receipt of any gift, hospitality, loan, fee, reward or other advantage to induce or reward behaviour which is dishonest, illegal or a breach of trust, duty, good faith or impartiality in the performance of a person's functions or activities (including but not limited to, a person's public functions, activities in their employment or otherwise in connection with a business);
• The offer or promise of any gift, hospitality, loan, fee, reward or other advantage to a public official with the intention of influencing the public official in the performance of their public function, to obtain a business advantage.

4.What is not acceptable

The policy refers to 4 areas:

• Gifts and hospitality.
• Facilitation payments.
• Political contributions.
• Charitable contributions.

4.1 Gifts and hospitality:

This policy does not prohibit normal business hospitality, so long as it is reasonable, appropriate, modest, and bona fide corporate hospitality, and if its purpose is to improve our company image, present our products and services, or establish cordial relations. Normal business hospitality must always be approved at the appropriate level of Company management.

4.1.1 Must not be intended to improperly influence

Associates should always assess the purpose behind any hospitality or entertainment. Hospitality or entertainment with the intention of improperly influencing anyone's decision-making or objectivity, or making the recipient feel unduly obligated in any way, should never be offered or received. Associates should always consider how the recipient is likely to view the hospitality. Similarly associates must also decline any invitation or offer of hospitality or entertainment when made with the actual or apparent intent to influence their decisions.

4.1.2 Must not have the appearance of improper influence

Gifts can in some cases influence, or appear to influence, decision-making, for example by persuading the recipient to favour the person who made the gift over his own employer. Associates should think very carefully before making, or receiving, gifts. Gifts can occasionally be offered to celebrate special occasions (for example religious holidays or festivals or the birth of a child) provided such gifts do not exceed certain value, and are occasional, appropriate, totally unconditional, and in-fitting with local business practices. No gift should be given or accepted if it could reasonably be seen improperly to influence the decision-making of the recipient.

4.1.3 Certain gifts are always prohibited

Some types of gifts are never acceptable including gifts that are illegal or unethical, or involve cash or cash equivalent (e.g. loans, stock options, etc). Furthermore, by way of non-exhaustive example, an invitation to his/her family to join him on a foreign business trip, or the extension of a trip at the customer's expense to include a holiday, are at all times unacceptable, and associates should not participate in such practices.

4.1.4 Modest promotional gifts are permitted

It is acceptable to offer modest promotional materials to contacts e.g. branded pens. Use of one’s position with the Company to solicit a gift of any kind is not acceptable. However, the Company allows associates occasionally to receive unsolicited gifts of a very low intrinsic value from business contacts provided the gift is given unconditionally and not in a manner that could influence any decision-making process.

4.1.5 Personal payment does not cure

Associates may never pay on their personal account for gifts or hospitality in order to avoid this policy. If your reporting manager is uncertain how to treat the gift, s/he should seek clarification from his/her relevant Human Resource (HR) contact. Gifts and Hospitality can put the Company at risk if used to facilitate unethical business practices. The Company will develop procedures for giving and receiving gifts and hospitality which will seek to ensure that associates act ethically and otherwise comply with the Anti-Corruption and Bribery Policy and Code of Ethical Business Code when giving and receiving gifts and / or hospitality.

4.1.6 The gift or hospitality must be:

Reasonable and justifiable in all the circumstances b. Intended to improve the image of EPSoft Technologies, better present its products and services or establish cordial relations. Giving or receiving gifts or hospitality is acceptable under this Policy if all the following requirements are met:

• It is not made with the intention of influencing a Third Party to obtain/ retain business or a business advantage or to reward the provision or retention of business or a business advantage or in explicit or implicit exchange for favors/ benefits or for any other corrupt purpose
• It complies with local laws and customs
• It does not include cash or a cash equivalent (such as gift certificates or vouchers)
• It is appropriate in the circumstances. For example, in U.S. it is customary for small gifts to be given at Christmas time
• Taking into account the reason for the gift or hospitality, it is of an appropriate type and value and given at an appropriate time

4.2 Facilitation payments:

Facilitation payments are small unofficial payments to public officials to ensure or speed up performance of routine or necessary action which is part of the public official’s usual responsibilities. These are bribes, regardless of whether they may be a part of the “way of doing business” in a particular country. As a representative of the Company, you must not make any facilitation payments unless you or your companions are at personal physical risk if you fail to do so.

Does not accept and will not make any form of facilitation payments of any nature. We recognize that facilitation payments are a form of bribery that involves expediting or facilitating the performance of a public official for a routine governmental action. We recognize that they tend to be made by low level officials with the intention of securing or speeding up the performance of a certain duty or action.

EPSoft does not allow kickbacks to be made or accepted. We recognize that kickbacks are typically made in exchange for a business favor or advantage.

EPSoft recognizes that, despite our strict policy on facilitation payments and kickbacks, employees may face a situation where avoiding a facilitation payment or kickback may put their/their family’s personal security at risk. Under these circumstances, the following steps must be taken:

• Keep any amount to the minimum.
• Ask for a receipt, detailing the amount and reason for the payment.
• Create a record concerning the payment.
• Report this incident to your line manager.

4.2.1 Guidance on how to avoid making Facilitation Payments:

Corrupt government officials demanding payments to perform routine government actions may often put people acting on behalf of EPSOFT in very difficult positions. Therefore, there is no easy solution to the problem. However, the following steps may help:

• Insist on official receipts for any payments you make
• Report suspicions, concerns, queries and demands for Facilitation Payments to the higher ups and to local enforcement authorities and refuse to make such payments

4.2.2 Blackmail/ Extortions

We remain committed to our policy of not making Facilitation Payments. The only limited exception to this is in circumstances where you or the Third Parties are left with no alternative but to make payments in order to protect against loss of life, limb or liberty. In such circumstances, you make the payment and it is your immediate responsibility to contact your Manager and the Management Committee via E-Mail as soon as possible after the event, so that the incident can be properly recorded, reviewed and accounted for with the authorities.

4.3 Political Contributions:

EPSoft will not make donations, whether in cash, kind, or by any other means, to support any political parties or candidates. We recognise this may be perceived as an attempt to gain an improper business advantage.

4.4 Charitable Contributions:

EPSoft accepts (and indeed encourages) the act of donating to charities – whether through services, knowledge, time, or direct financial contributions (cash or otherwise) – and agrees to disclose all charitable contributions it makes.

Employees must be careful to ensure that charitable contributions are not used to facilitate and conceal acts of bribery.

We will ensure that all charitable donations made are legal and ethical under local laws and practices, and that donations are not offered/made without the approval of the compliance manager.

5.Wilful blindness

If an employee wilfully ignores or turns a blind eye to any evidence of corruption or bribery within his / her department and/or around him / her, it will also be taken against the employee. Although such conduct may be “passive”, i.e. the employee may not have directly participated in or may not have directly benefited from the corruption or bribery concerned, the wilful blindness to the same can, depending upon the circumstances, carry the same disciplinary action as an intentional act.

6.Employee Responsibilities

As an employee of EPSoft, you must ensure that you read, understand, and comply with the information contained within this policy, and with any training or other anti-bribery and corruption information you are given.

All employees and those under our control are equally responsible for the prevention, detection, and reporting of bribery and other forms of corruption. They are required to avoid any activities that could lead to, or imply, a breach of this anti-bribery policy.

If you have reason to believe or suspect that an instance of bribery or corruption has occurred or will occur in the future that breaches this policy, you must notify the compliance manager.

If any employee breaches this policy, they will face disciplinary action and could face dismissal for gross misconduct. EPSoft has the right to terminate a contractual relationship with an employee if they breach this anti-bribery policy.

7.Personal Safety

EPSoft is engaged in conducting business in places where personal safety may not be guaranteed by local officials. If you are subjected to an immediate threat to personal safety you may put your personal well-being first, even if it means that you make a payment that contravenes this Policy.

8.What happens if I need to raise a concern?

This section of the policy covers 3 areas:

• How to raise a concern.
• What to do if you are a victim of bribery or corruption.
• Protection.

8.1 How to raise a concern

If you suspect that there is an instance of bribery or corrupt activities occurring in relation to EPSoft Technologies, you are encouraged to raise your concerns at as early a stage as possible. If you’re uncertain about whether a certain action or behaviour can be considered bribery or corruption, you should speak to your line manager, the compliance manager, the director.

EPSoft will familiarise all employees with its whistleblowing procedures so employees can vocalise their concerns swiftly and confidentially.

8.2 What to do if you are a victim of bribery or corruption

You must tell your compliance manager as soon as possible if you are offered a bribe by anyone, if you are asked to make one, if you suspect that you may be bribed or asked to make a bribe in the near future, or if you have reason to believe that you are a victim of another corrupt activity.

8.3 Protection

If you refuse to accept or offer a bribe or you report a concern relating to potential act(s) of bribery or corruption, EPSoft understands that you may feel worried about potential repercussions. EPSoft will support anyone who raises concerns in good faith under this policy, even if investigation finds that they were mistaken.

EPSoft Technologies will ensure that no one suffers any detrimental treatment as a result of refusing to accept or offer a bribe or other corrupt activities or because they reported a concern relating to potential act(s) of bribery or corruption.

Detrimental treatment refers to dismissal, disciplinary action, treats, or unfavourable treatment in relation to the concern the individual raised.

If you have reason to believe you’ve been subjected to unjust treatment as a result of a concern or refusal to accept a bribe, you should inform your line manager or the compliance manager immediately

9.Training and communication

EPSoft Technologies will provide training on this policy as part of the induction process for all new employees. Employees will also receive regular, relevant training on how to adhere to this policy, and will be asked annually to formally accept that they will comply with this policy.

EPSoft anti-bribery and corruption policy and zero-tolerance attitude will be clearly communicated to all suppliers, contractors, business partners, and any third parties at the outset of business relations, and as appropriate thereafter.

EPSoft will provide relevant anti-bribery and corruption training to employees etc. where we feel their knowledge of how to comply with the Bribery Act needs to be enhanced. As good practice, all businesses should provide their employees with anti-bribery training where there is a potential risk of facing bribery or corruption during work activities.

10.Record keeping

EPSoft will keep detailed and accurate financial records and will have appropriate internal controls in place to act as evidence for all payments made. We will declare and keep a written record of the amount and reason for hospitality or gifts accepted and given and understand that gifts and acts of hospitality are subject to managerial review.

11.Who is responsible for the Policy?

The Chief Executive Officer has overall responsibility for ensuring that this Policy complies with our legal and ethical obligations and that all those under our control comply with it.

Managers at all levels are responsible for ensuring that those reporting to them are made aware of and understand this Policy, undertake training on how to implement and adhere to it and also monitor compliance of it.

The Compliance/ HR team is responsible for this Policy and for monitoring its use and effectiveness (and dealing with any queries on its interpretation). Management at all levels is responsible for ensuring that those reporting to them are made aware of and understand this Policy and attend regular training on how to implement and adhere to it.

Every person to whom this policy applies is responsible for the success of this Policy and should ensure that he / she should use it to disclose any suspected activity or wrong doing.

12.Due Diligence

The Company will conduct appropriate due diligence to inform risk assessments and ensure compliance with the Policy.

While the list is not exhaustive, and warning signs will vary by the nature of the transaction, expense/payment request, geographical market or business line, common warning signs that should be considered as part of any due diligence include:

• that an Associated Entity has current business, family or some other close personal relationship with a customer or government official, has recently been a customer or government official or is qualified only on the basis of his influence over a customer or government official;
• a customer or government official recommends or insists on the use of a certain business partner or Associated Entity;
• an Associated Entity refuses to agree to anti-corruption contractual terms, uses a shell company or other unorthodox corporate structure, insists on unusual or suspicious contracting procedures, refuses to divulge the identity of its owners, or requests that its agreement be backdated or altered in some way to falsify information;
• an Associated Entity has a poor reputation or has faced allegations of bribes, kickbacks, fraud or other wrongdoing or has poor or non-existent third-party references;
• an Associated Entity does not have an office, staff or qualifications adequate to perform the required services; or
• an expense/payment request by an Associated Entity is unusual, is not supported by adequate documentation, is unusually large or disproportionate to products to be acquired, does not match the terms of a governing agreement, involves the use of cash or an off-the-books account, is in a jurisdiction outside the country in which services are provided or to be provided, or is in a form not in accordance with local laws.

Records and documentation must be kept of due diligence as part of the system of internal controls and record keeping

13.Monitoring and reviewing

Practice manager is responsible for monitoring the effectiveness of this policy and will review the implementation of it on a regular basis. They will assess its suitability, adequacy, and effectiveness. Internal control systems and procedures designed to prevent bribery and corruption are subject to regular audits to ensure that they are effective in practice. Any need for improvements will be applied as soon as possible. Employees are encouraged to offer their feedback on this policy if they have any suggestions for how it may be improved. Feedback of this nature should be addressed to the compliance manager. This policy does not form part of an employee’s contract of employment and EPSoft may amend it at any time so to improve its effectiveness at combatting bribery and corruption.

14.Responsibility of Managers

Managers will have full authority to implement the Policy within their spheres of responsibility. The measures taken by managers will be proportionate to the risks associated with their areas of responsibility but may include:

• Devising, implementing and maintaining systems and controls designed to prevent bribery, minimize the risk of bribery and detect instances of bribery;
• Ensuring that employees are aware of the Policy; and
• Ensuring that employees participate in anti-bribery training and that training specific to the needs of employees or job functions is provided when appropriate.

A manager to whom an employee's concerns are expressed must act promptly and escalate the matter in accordance with this Policy.

Where it is decided that further investigation is not appropriate the reporting employee must be given a prompt and full explanation of the reasons for reaching this conclusion.