CTP N : Group Anti-Bribery and Corruption Policy

Approved by:	Remon L. Vos,
	FRICS, CEO
	17 September 2020
Effective date:	18	September 2020
Last update:	30	December 2022

Group Anti-Bribery

and Corruption Policy

Introduction

This CTP Group Anti-Bribery and Corruption Policy is designed to help understand the legislation

relevant to bribery and corruption, what can be understood as a bribe or corruption in practice and therefore CTP Group (as defined below) rules on gifts and hospitality are also stipulated in this policy. These rules apply not only to gifts and hospitality in connection to clients or potential clients, but also other third parties in a relationship with the CTP Group such as business partners, public authorities and others.

This CTP Group Anti-Bribery and Corruption Policy applies to all entities pertaining to CTP group of companies ("CTP Group") and everyone within the CTP Group:

• Executive officers ("Executives"); and
• Full or part-time employees, temporary staff and individuals providing services to the CTP Group as contractors ("CTP Staff"),

irrespective of their duties, position in the CTP Group hierarchy or the country they are based in.

Any reference made to the CTP Group further in this policy shall include any CTP Group entity.

All CTP Staff and executives are required to confirm compliance every year and to follow appropriate training.

This policy applies to both providing and accepting gifts or hospitality. It applies not only to gifts and hospitality in connection to clients or potential clients, but also other third parties in a relationship with the CTP Group such as business partners, public officials etc.

This policy cannot be applied retroactively beyond its effective date.

This policy is available at Compliance Office.

This policy should be read in conjunction with the Annex 1 hereto, which details the local jurisdiction's specifics, and the CTP Code of Conduct available at CTP website.

In case of any doubts regarding application of the rules set forth in this policy, please contact the CTP Group AML & Compliance Officer at [e-mail].

Each CTP Staff and executive acknowledges and understands that failure to comply with the rules set out in this policy may represent a possibility of serious legal, financial, business and reputational risks for individuals and/or the CTP Group as such. Legal risks associated with bribery and corruption are regulated in the legal acts applicable in each particular jurisdiction, especially those specified in the respective part of Annex 1 hereto.

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EXAMPLES OF RISKS

If an individual or a CTP Group entity in general breaches or circumvents the rules established in this CTP Group: Anti-Bribery and Corruption Policy, they are at risk of committing certain criminal offences. Those might typically include but are not limited to the following:

AN INDIVIDUAL

Accepting Bribes

a person accepts or accepts the promise of a bribe in connection with an enterprise of his/her own or another person.

CTP GROUP ENTITY

Bribery

a person provides, offers or promises a bribe to another person in connection with an enterprise of his/her own or another person.

1. Principles

1. The CTP Group has zero tolerance for corruption and/or bribery in all forms, and accordingly compliance with this policy is required from all CTP Staff.
2. In the course of its business, the CTP Group complies with the applicable laws and moral norms, acts fairly and ethically, and expects the same conduct from all CTP Staff.
3. A typical form of corruption is bribery. There are various criminal offences, which may be considered corruption, depending on the specifics of each individual case (see the respective Annex 1 hereto for the indicative list of potentially relevant criminal offences).
4. A bribe can be considered as an undue advantage of direct asset enrichment or other benefits that the bribed person is to receive or with their consent to give to another person and to which they are otherwise not entitled. Bribes include, inter alia, payments of cash, gifts, hospitality, or anything of value (irrespective of financial value), or an inducement of any kind (see the respective Annex 1 hereto for the definition of a bribe in each jurisdiction).

EXAMPLES OF BRIBES

Channelling a valuable gift to win public contracts through a consultant.

Employing a public official´s son to influence the award of a mandate in favour of the CTP Group.

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1. The CTP Group and the CTP Staff and executives are prohibited from offering, promising or paying bribes or accepting them or accepting the promise of a bribe, or inducing or allowing any third party or the client to make or receive them on their behalf.
2. The CTP Group and the CTP Staff and executives are prohibited from encouraging or permitting persons associated with them within their performance of work or position for the CTP Group to offer, promise or pay bribes or receive bribes.
3. Any person found to be engaged in bribery or corrupt activity will be subject to the CTP Group disciplinary measures.
4. The CTP Group is also committed to ensure that no CTP Staff will suffer adverse consequences for refusing to engage in conduct that would violate the CTP Group Anti- Bribery and Corruption Policy, the CTP Group Code of Conduct or applicable legal regulation or for refusing to engage in corrupt conduct.
5. Giving and receiving gifts or hospitality may be important for good relationships. Good relationships help generate business, however, in certain situations, the acceptance or provision of gifts or hospitality can expose the CTP Group to accusations of impartiality,

unfair business conduct or even breaches of laws or regulations. It is due to that this policy specifies the acceptable standards and manners within the CTP Group.

1. CTP complies with international standards and agreements, such as the United Nations Guiding Principles on Business and Human Rights (UNGPs) and the OECD Guidelines for Multinational Enterprises (MNEs).

2. Notification and Consultations Facilitation payments

1. The CTP Group employees are required to report any known or suspected incidents of bribery or corruption to the CTP Group AML & Compliance Officer without undue delay (e.g. in any situation where the CTP Group employee or executive is asked to pay a bribe, or receive a bribe or learns that such incident happened within the CTP Group entities). The CTP Group employees are requested to discuss any bribery or corruption-related concerns with the CTP Group AML & Compliance Officer (e.g. where a relationship is tainted by a suspicion that bribery is, or may become, an issue).

3. Facilitation payments

1. Facilitation payments, i.e. payments to public officials in order to facilitate or speed up a public service action, are prohibited, even where such payments are made routinely within the relevant jurisdiction, provided they are not required by local mandatory law. Standard administrative fees are not deemed facilitation payments.
2. A public official is for instance a judge; a public prosecutor; a member of the government or parliament, or another person holding office in another public authority; a council member or a responsible official of the local government or public authority; a member of the armed forces or security forces (e.g. a police officer), a financial arbiter or his/her deputy (see the respective part of Annex 1 hereto for the indicative list / definition a public official in each jurisdiction).
3. If gifts or hospitality are to be provided to public officials, they must be carefully considered and should only be provided on a strictly exceptional basis. All CTP Staff and executives

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should be very careful in assessing the circumstances of giving a gift to a public official to avoid it being interpreted as a bribe or facilitation payment, which are prohibited. The rules described below apply - in particular pre-approval and registration requirements have to be obtained (see Section 8.8 hereof).

1. Charitable and Sponsorship Contributions
2. 1. Charitable and sponsorship contributions made in the name of a CTP Group entity must not be used (and they must not give the impression that they are used) as a "disguised" form of bribery.
   2. Charitable and sponsorship contributions in the name of a CTP Group entity can be made only under the following conditions:
   3. • The contribution must always be provided in a transparent manner, i.e. there must be proper documentation, including the identity of the recipient of the contribution and the reason for the contribution;
      • The contribution may not be used to obtain any illicit advantage and cannot damage the CTP Group's image;
      • The destination of the funds will be verified by requesting the recipient the necessary supporting documentation;
      • The contribution has been approved by the CTP CEO or CEO deputy and the CTP Group AML & Compliance Officer. Prior to granting his/her approval, the CTP Group AML & Compliance Officer will conduct and document appropriate due diligence on the proposed recipient to evaluate the legality of the contribution and connected risks.
3. Political Contributions
4. 1. The CTP Staff are prohibited from making any political contributions on behalf of a CTP Group entity, unless approved in advance by the CTP CEO or CEO deputy and the CTP Group AML & Compliance Officer.
5. Hiring Referrals
6. 1. The CTP Group supports a transparent, objective and competitive hiring process, in which candidates are selected based upon their qualifications and the needs of the CTP Group. Anti-corruption related principles and rules also apply to the hiring referral process for new CTP Staff.
7. Selection of Suppliers and clients
8. 1. The CTP Group further supports a transparent, objective and competitive process for selecting the CTP Group entities' suppliers and clients, in which the said business partners are selected based upon their qualifications and the CTP Group's needs. Anti-corruption related principles and rules also apply to the process for selecting the CTP Group entities' suppliers and clients.

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1. The CTP Group´s processes related to the selection and treatment of suppliers and clients are also subject to the CTP Group´s specific anti-fraud rules and policies.

8. Gifts and Hospitality

1. While accepting and providing gifts or hospitality from/to any third person outside the CTP Group in relation to the CTP Group's activities is in some situations considered a form of courtesy, it must be ensured that executives and the CTP Staff do not give or receive gifts or hospitality that are inappropriate and could be considered to constitute bribery. Executives and the CTP Staff may offer or accept only such gifts or hospitality that are reasonable and proportionate.
2. A gift means any material benefit offered in the context of a social relationship. The reasonability and proportionality of its value is heavily dependent on circumstances (standard of living, context, etc.) and the individuals involved. For example, Christmas and birthday gifts are also considered a gift under this policy and must be received and offered in accordance with the rules set forth herein (including approval and registration obligation, as described below).
3. Hospitality means an immaterial benefit intended as a way of showing attention to others. The reasonability and proportionality of its value will depend on the hosts and the circumstances.
4. The nature of hospitality and gifts may vary greatly, for example:
5. • Items, cash, bonuses, payments, cash equivalents (vouchers, gift certificates, etc.), loans, personal discounts and allowances, free services, etc.;
   • Business meals, invitations to cultural, sporting or social events, entertainment, travel, accommodation expenses, etc.
6. The rules set in this policy for gifts and hospitality do not, on the other hand, apply to organization of marketing and/or business development events by the respective CTP Group entity. These events themselves neither are considered hospitality, nor gift under this policy. The organization of these events is subject to specific budgeting and approval rules. Nevertheless, within the organization and during the participation at such events, the CTP Staff and executives must comply all other rules set forth by this policy.
7. In determining whether a gift or hospitality is reasonable and proportionate, its value and frequency must be considered. The value of a gift will be interpreted from the perspective of the receiver (so for example, a gift bought for a reduced price still has a value corresponding to the original price of the item). For the purposes of this policy, gifts and hospitalities are categorized according to their value based on the following thresholds (figures are including VAT):

VALUE

Common

Expensive

Very

Not

Expensive

Permitted

Amount

max. 20

from 21 to

from 101

from 201

(EUR)

100

to 200

8.7 For the purpose of this policy, thresholds shall be calculated cumulatively:

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