BJECTIVES, SCOPE AND APPLICATION FRAMEWORK

This document contains the Anti-Corruption and Anti-Bribery Policy for the entire GCE group of companies (GCE or the “Company”). Its Board of Directors, Controlling Bodies, and Executive Presidency are committed to compliance with good corporate governance practices, ethical and transparent management, accountability and “zero tolerance” for any corrupt practices within the company or with third parties. Third parties” means Affiliates, Suppliers, Administrative Providers, Shareholders, Government, Media and other stakeholders. This policy complements the provisions of the Code of Conduct and the Bribery Act 2010 in regards to the conduct both at home and abroad.

This Anti-Corruption and Anti-Bribery Policy applies to all employees (whether temporary, fixed-term, or permanent), consultants, contractors, trainees, seconded staff, home workers, casual workers, agency staff, volunteers, interns, agents, sponsors, and their relationship with third parties that involve GCE Group companies at the international level. As well as practitioners, consultants, and related third parties, it is understood that all are representatives of the Company and as such exercise stewardship of reputation. In certain circumstances applies to the company’s target public, when so agreed or agreed. The policy also applies to Officers, Board, and/or Committee members at any level.

DEFINITIONS

Bribery refers to the act of offering, giving, promising, asking, agreeing, receiving, accepting, or soliciting something of value or of an advantage so to induce or influence an action or decision. Bribery is not limited to the act of offering a bribe. If an individual is on the receiving end of a bribe and they accept it, they are also breaking the law. Bribery is illegal. Employees must not engage in any form of bribery, whether it be directly, passively (as described above), or through a third party (such as an agent or distributor). They must not bribe a foreign public official anywhere in the world. They must not accept bribes in any degree and if they are uncertain about whether something is a bribe or a gift or act of hospitality, they must seek further advice from the company’s corporate manager.

A bribe refers to any inducement, reward, or object/item of value offered to another individual in order to gain commercial, contractual, regulatory, or personal advantage.

Fraud is the deliberate deception of another for the purpose of obtaining an improper or illicit advantage (whether financial, political or otherwise).

Corruption consists of the abuse of power for private gain. It can be classified as grand, petty and corruption, depending on the amount of funds lost and the sector in which it occurs.

Gifts and hospitality items such as shopping vouchers are considered Gifts or Attentions, tickets to fairs or shows, trips, among others. Other items marked with corporate branding such as pens, notebooks, calendars and advertising material of little value are not considered as gifts or as a gift or attention for the purposes of this policy.

Money Laundering is a crime that consists of giving an appearance of legitimate or licit origin to assets – monetary or otherwise, which in reality are products or “profits” of serious crimes such as: illicit drug trafficking, human trafficking, corruption, kidnapping and others.

Political Contribution is any contribution, in cash or in kind, intended to support a political cause.

Whistleblowing is an expression which refers to the alert issued by an employee, director or external third party with the employee, director or external third party with the intention of disclosing a situation of negligence or abuse in the activities of an organization, government agency or in the activities of an organization, government agency or company (or one of its business partners) that poses a threat to the public interest, and (or one of its business partners) that poses a threat to the public interest, as well as to the integrity and prestige of the organization.

Terrorist financing is any form of economic action, aid or mediation that provides financial support to the activities of terrorist elements or groups.

Charitable contributions are payments made for the benefit of society for charitable, educational, social welfare or related purposes. benefit of society, for welfare, educational, social welfare or related causes. The payments are made without any expectation or requirement to obtain any business in return.

Facilitation payments are payouts that include some form of bribery are also referred to as “facilitating”, “expediting” or “oiling” payments. They are small amounts of money given in exchange for securing or expediting the course of a necessary procedure or action over which the party responsible for the facilitation payment has a legal or other vested right.

ACCEPTABLE AND UNACCEPTABLE SITUATIONS UNDER THIS POLICY

This section of the policy refers to 4 areas:

GIFTS AND HOSPITALITY.

GCE accept normal and appropriate gestures of hospitality and goodwill (whether given to, or received from third parties) so long as the giving or receiving of gifts meets the following requirements:

A. It is not made with the intention of influencing the party to whom it is being given, to obtain or reward the retention of a business or a business advantage, or as an explicit or implicit exchange for favors or benefits.

B. It is not made with the suggestion that a return favor is expected.

C. It is in compliance with local law.

D. It is given in the name of the company, not in an individual’s name.

E. It does not include cash or a cash equivalent (e.g. a voucher or gift certificate).

F. It is appropriate for the circumstances (e.g. giving small gifts around Christmas or as a small thank you to a company for helping with a large project upon completion).

G. It is of an appropriate type and value and given at an appropriate time, taking into account the reason for the gift.

H. It is given/received openly, not secretly.

I. It is not selectively given to a key, influential person, clearly with the intention of directly influencing them.

J. It is not above a certain excessive value, as pre-determined by the company’s Mananing Director.

K. It is not offered to, or accepted from, a government official or representative or politician or political party, without the prior approval of the company’s Legal Manager.

•  Where it is inappropriate to decline the offer of a gift (i.e. when meeting with an individual of a certain religion/culture who may take offence), the gift may be accepted so long as it is declared to the Legal Manager, who will assess the circumstances.

•  Recognizes that the practice of giving and receiving business gifts varies between countries, regions, cultures, and religions, so definitions of what is acceptable and not acceptable will inevitably differ for each.

•   As good practice, gifts given and received should always be disclosed to the Legal Manager. Gifts from suppliers should always be disclosed.

•  The intention behind a gift being given/received should always be considered. If there is any uncertainty, the advice of the Legal Manager should be sought.

FACILITATION PAYMENTS.

GCE does not accept and will not make any form of facilitation payments of any nature. GCE 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. GCE 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.

• GCE does not allow kickbacks to be made or accepted. This policy recognize that kickbacks are typically made in exchange for a business favor or advantage.

• GCE recognizes that, despite the 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:

A. Keep any amount to the minimum.

B. Ask for a receipt, detailing the amount and reason for the payment.

C. Create a record concerning the payment.

D. Report this incident to your line manager.

POLITICAL CONTRIBUTIONS.

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

CHARITABLE CONTRIBUTIONS.

GCE 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.

• GCE 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.

• Exceptional Circumstances in some circumstances a payment is justifiable.

• If one of our GCE’S people is faced with a threat to their personal safety or that of another person if a payment is not made, they should pay it without fear of recrimination. In such cases must be contacted as soon as possible, and the payment and the circumstances in which it was made must be fully documented and reported. will consider carefully whether to involve the police.

• Such cases will be rare. All our GCE’s people visiting regions where these cases are more common should familiarize themselves, prior to travel, with current guidance relating to those countries.

EMPLOYEES RESPONSABILITIES

As an employee of GCE, 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 your line manager and the line or ethical mail.

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

• All employees must read the present policy and its subsequent versions, as well as attend the trainings on it.

RAISE A CONCERN

This section of the policy covers 3 areas:

HOW TO RAISE A CONCERN.
How to raise a concern If you suspect that there is an instance of bribery/corrupt activities occurring in relation to you are encouraged to raise your concerns at as early a stage as possible. If you’re uncertain about whether a certain action or behavior can be considered bribery or corruption, you should speak to your line manager, the corporate manager, the director, or the Legal manager.

• For suppliers and other persons different from direct employees of GCE, the Company will make available a hotline and/or an ethical mail. Through this information channel anyone may report any suspicious inappropriate behavior or unethical conduct by any employee or any person related to GCE. When using this channel, GCE will guarantee the anonymity of the whistleblower and will punish as an example whoever retaliates against the whistleblower will be punished in an exemplary manner.

• GCE will familiarize all employees with its whistleblowing procedures so employees can vocalize their concerns swiftly and confidentially.

WHAT TO DO IF YOU ARE A VICTIM OF BRIBERY OR CORRUPTION.
You must tell your corporate 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.

PROTECTION.
If an employee or GCE associate refuses to accept or offer a bribe or decide to report a concern relating to potential act(s) of bribery or corruption, GCE understands that the person may feel worried about potential repercussions. GCE will support anyone who raises concerns in good faith under this policy, even if investigation finds that they were mistaken.

GCE 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, threats, or unfavorable treatment in relation to the concern the individual raised.

If any person have reason to believe that have been subjected to unjust treatment as a result of a concern or refusal to accept a bribe, this person should inform his/her line manager or the Legal Manager immediately

TRAINING AND COMMUNICATION

GCE will provide training on this policy as part of the induction process for all new employees and freelancers. 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.

• GCE’s 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.

• GCE will provide relevant anti-bribery and corruption training to employees, freelancers, etc. where they 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 antibribery training where there is a potential risk of facing bribery or corruption during work activities.

RECORD KEEPING

GCE will keep detailed and accurate financial records and will have appropriate internal controls in place to act as evidence for all payments made. GCE 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. Employees, freelancers, suppliers, etc. may not modify or delete records to conceal improper actions. This is considered a serious act of fraud.

• GCE will have the necessary information to support the corruption risk assessment and record all fraud or corruption events reported by employees and other stakeholders. record all events of fraud or corruption reported by employees and other stakeholders.

MONITORING AND REVIEWING

All managers of GCE are 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 and suppliers 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 respective manager.

• This policy may amend it at any time so to improve its effectiveness at combatting bribery and corruption. Likewise, without prejudice to changes at any time to update the topics covered in this policy, it shall be reviewed biannually.

DISCLOSURE

This policy and their subsequent versions shall be published on the Company’s website for consultation by the general public and on the Intranet (drive) for employees once approved by the Board of Directors.

Induction processes for new employees shall include the disclosure of this policy and other ethics and compliance issues.

PENALTIES

Failure to comply with this policy will result in the opening of the appropriate inquiries or investigations.

The company will not take any retaliatory action against the whistleblower or any person who, in good faith, report concerns about corruption risks. However, it is unacceptable, and considered a violation of this policy, to make a report or provide information knowing that such information is false or malicious, for this case there will also be sanctions.

This policy will come into effect from 1 February 2024 and is an integral part of the internal work regulations, as well as the employment contracts of each employee.

The policy is sent by email to all employees and is shared in advance so that they can comment on it and make any relevant comments.