Anti-Bribery & Anti-Corruption Policy

GBCORP operates a zero-tolerance approach to bribery and corruption. This Policy applies worldwide and reflects our compliance with the United States Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act 2010, the OECD Anti-Bribery Convention, and the anti-corruption laws of each country in which we operate.

1) Scope

This Policy applies to all GBCORP employees, directors, officers, Performance Consultants, contractors, agents, suppliers, distributors, joint-venture partners, and any other person acting on behalf of GBCORP, in every jurisdiction where the GBCORP network operates.

2) Definitions

• Bribery — offering, giving, requesting, or receiving anything of value, directly or indirectly, with the intent to improperly influence a business decision or to gain a business advantage
• Kickback — a portion of a payment returned to the person who arranged it, in exchange for a benefit
• Facilitation payment — a small payment made to a government official to expedite a routine non-discretionary action (these are prohibited under this Policy without exception, even where local law may tolerate them)
• Public Official — any officer or employee of a government, government-owned entity, international organisation, or political party, anywhere in the world

3) Prohibited Conduct

You must not, directly or through any intermediary:

• Offer, promise, or give any bribe to any person, public or private
• Request, agree to receive, or accept any bribe
• Make any facilitation payment
• Make any political contribution on behalf of GBCORP without prior written approval from the General Counsel
• Disguise any improper payment as a legitimate expense, commission, consulting fee, or gift

4) Gifts & Hospitality

Reasonable, proportionate, and properly recorded gifts and hospitality offered or received in the course of doing business are permitted, provided they:

• Are not given or received with intent to improperly influence a decision
• Are openly given and properly recorded in GBCORP's books
• Comply with the recipient's or giver's own employer's policies
• Do not exceed local-currency thresholds set by the GBCORP Compliance team

Gifts and hospitality to or from a Public Official require prior written approval from the General Counsel.

5) Charitable Contributions & Sponsorships

Charitable donations and event sponsorships made by GBCORP must be made to bona-fide registered organisations, must be approved in writing by an authorised signatory, and must be properly recorded. Donations must not be used as a substitute for, or disguise for, a bribe.

6) Books & Records

All transactions must be recorded accurately and in reasonable detail. No undisclosed or unrecorded accounts may be maintained for any reason. False, misleading, or incomplete entries in GBCORP's books and records are prohibited.

7) Due Diligence on Third Parties

Before engaging an agent, distributor, consultant, or joint-venture partner who may interact with public officials on GBCORP's behalf, GBCORP Compliance will conduct risk-based due diligence. Third-party agreements will contain anti-bribery representations and audit rights.

8) Training

All GBCORP employees receive anti-bribery training at induction and refresher training on a biennial cycle. Employees in higher-risk roles receive enhanced annual training.

9) Reporting Concerns

If you suspect a breach of this Policy, or if you are asked to make or receive a bribe, you must report it immediately via:

• Your line manager (where appropriate)
• GBCORP Compliance: [email protected]
• The confidential GBCORP Whistleblower / Speak-Up channel

GBCORP will not retaliate against any person who reports a concern in good faith, even if the report turns out to be mistaken.

10) Sanctions for Violation

Breach of this Policy is a serious matter. Consequences may include disciplinary action up to and including termination of employment or contract, civil claims for losses, and referral to law-enforcement authorities for criminal prosecution.

11) Review

This Policy is reviewed annually by the GBCORP General Counsel and Audit Committee.