Anti-Bribery Policy

1.Purpose

Upsun (‘the Company’) is committed to responsible corporate conduct and full compliance with anti-corruption laws, including the UK Bribery Act, the French Sapin II Law, and the U.S. FCPA. The company upholds a strong anti-corruption culture, prohibiting all forms of bribery or corrupt payments by employees or representatives.

2. Bribery

2.1. Bribery (Offering or Promising):

• Involves offering or promising money or other benefits.
• Intended to cause someone to perform their duties improperly or reward them for doing so.
• Acceptance of such an advantage can itself be considered improper. The offer doesn’t need to be accepted or acted upon; the intent alone is sufficient.

2.2. Bribery (Requesting or Receiving):

• Occurs when someone requests or agrees to receive a benefit.
• The benefit is meant to influence them to misbehave, or they anticipate it and act accordingly.
• The act of accepting such a benefit may itself be improper conduct.

2.3. Bribery of a Foreign Official:

• Involves offering or promising a benefit to influence a foreign official.
• Done with the intent of gaining business or a business advantage.
• Only allowed if the official is legally permitted or required to be influenced by such benefits.

3. Consequences of bribery

3.1. For employees, contractors, or other collaborators of the Company, failure to comply with this Policy and other laws may result in:

3.1.1. disciplinary action, which may include dismissal; 
3.1.2. criminal penalties; and 
3.1.3. fines.

3.2. For the Company, any breach of this Policy by any employee, contractor, collaborator, or other business associate may result in:

3.2.1. The Company being deemed to be in violation of law and potentially subject to fines; and

3.2.2. the Company suffering negative publicity and further associated damage as a result of such breach.

4. Responsibility for Compliance and Scope of Policy

4.1. This Policy applies to all employees, agents, contractors, subcontractors, consultants, business partners, and any other parties (including individuals, partnerships, and corporate bodies) associated with the Company or any of its subsidiaries.

4.2. It is the responsibility of all of the above-mentioned parties to ensure that bribery is prevented, detected, and reported. All such reports should be made in accordance with the Company’s Complaint Policy or as otherwise stated in this Policy, as appropriate.

4.3. No party described in section 4.1 may:

4.3.1. Give or offer money or anything of value to someone (directly or through someone else) on the Company’s behalf if the goal is to make them do something improperly, reward them for doing so, or if accepting it would be considered improper.

4.3.2. Ask for or agree to accept money or anything of value from someone if it's meant to make you do something improperly, if accepting it would be considered improper, or if you plan to act improperly because you expect to receive it.

4.4. Parties described in section 4.1 must:

4.4.1. be aware and alert at all times of all bribery risks as described in this Policy, and in particular, as set out in section 9 below;

4.4.2. exercise due diligence at all times when dealing with third-parties on behalf of the Company; and

4.4.3. report any and all concerns relating to bribery to their direct Manager or, in the case of non-employees, their normal point of contact within the Company, or otherwise in accordance with the Company’s Complaint Policy.

5. Facilitation Payments

5.1. A facilitation payment is defined as a small payment made to officials in order to ensure or speed up the performance of routine or necessary functions.

5.2. Facilitation payments constitute bribes and may not be made at any time irrespective of prevailing business customs in certain territories.

6. Gifts and Hospitality

6.1. Gifts and hospitality remain a legitimate part of conducting business.

6.2.Gifts and hospitality can, when excessive, constitute a bribe and/or a conflict of interest. Care and due diligence should be exercised at all times when giving or receiving any form of gift or hospitality on behalf of the Company.

6.3. The following general principles apply:

6.3.1. Gifts and hospitality may neither be given nor received as rewards, inducements, or encouragement for preferential treatment (including influence a business decision) or inappropriate or dishonest conduct.

6.3.2. Cash should be neither given nor received as a gift under any circumstances.

6.3.3. Gifts and hospitality to or from relevant parties should be generally avoided at the time of contracts being tendered or awarded.

6.3.4. The value of any gift or hospitality, whether given or received, should match the situation and not be unusually high or generous compared to what’s normal in our industry.

6.3.5. Some gifts that normally break this Policy may be accepted if refusing them would cause serious or cultural offense. In such cases, the Company will donate the gifts to charity.

6.3.6. All gifts and hospitality, whether given or received, must be recorded in writing by the Company.

7. Partisan Donations

7.1. The Company doesn’t make political donations or support parties, candidates, or campaigns—directly or indirectly—without written approval from the Compliance Officer or General Counsel.

8. Due Diligence and Risks

8.1. The following issues should be considered with care in any and all transactions, dealings with officials, and other business matters concerning third parties:

8.1.1. territorial risks, particularly the prevalence of bribery and corruption in a particular country;

8.1.2. cross-border payments, particularly those involving territories falling under section 8.1.1.;

8.1.3. requests for cash payment, payment through intermediaries or other unusual methods of payment;

8.1.4. activities requiring the Company and/or any associated party to obtain permits or other forms of official authorization;

8.1.5. transactions involving the import or export of goods.

9. Point of Contact

9.1   The Chief People Officer and Chief Financial Officer are responsible for enforcing this Anti-Bribery Policy. If you have any questions about bribery-related issues, they are your main contacts.

9.2  The Chief People Officer can help with questions about workplace ethics, and the Chief Financial Officer can answer questions about financial matters and compliance. Employees are encouraged to talk to them to help maintain high ethical standards.