We operate internationally and are subject to the laws of several jurisdictions. We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate.

In particular, we are bound by the Anti-Bribery & Corruption laws of the Federal republic of Nigeria, The USA and United Kingdom in respect of our business conducts inside and outside these jurisdictions at all times. Our pride is that we conduct our business in an honest and ethical manner.

To support this perception, we are launching this formal statement of ethics and anti-bribery policy which we expect any persons doing business with us or for or on our behalf to strictly adhere to.

As a company we take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate, whosoever we are dealing or doing business with. Thus, we have committed to implementing and enforcing effective systems and controls to counter bribery and corruption within our perimeters.

Our Anti-Bribery & Corruption Policy can be found below.

Engr. Alexus Akwukwaegbu, FNSE President/CEO Anti-Bribery and Corruption Policy For What: Conducting our business in an honest and ethical manner

For Who: All persons working for us or any collaborator or business partners or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives and business partners, sponsors, or any other person associated with us, wherever located

1. Policy statement from the Board

It is our policy to conduct all of our business in an honest and ethical manner. As a Board, we take a zero- tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate, whosoever we are dealing or doing business with. Thus we have committed to implementing and enforcing effective systems and controls to counter bribery and corruption within our perimeters. We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. In particular, we are bound by the Anti-Bribery & Corruption laws of the Federal republic of Nigeria, The USA and United Kingdom in respect of our business conducts inside and outside these jurisdictions at all times.

2. About this policy a). The purpose of this policy is to:

Set out our responsibilities, and of those working for us or on our behalf, in observing and upholding our position on bribery and corruption; and Provide information and guidance to those working for us or on our behalf on how to recognise and deal with bribery and corruption issues.

b). It is a criminal offence to offer, promise, give, request, or accept a bribe. Individuals found guilty can be punished by imprisonment and/or a fine. As an employer if we fail to prevent bribery we can face an unlimited fine, exclusion from tendering for international contracts, and damage to our reputation. We therefore take our legal responsibilities very seriously.

c) In this policy, third party means any individual or organisation we come into contact with during the course of working for us, and includes actual and potential customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

d) This policy does form part of engagement with third parties including employee’s contract of employment and we may amend it at any time.

3. What are bribery and corruption?

Bribery is offering, promising, giving or accepting any financial or other advantage, to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage. An advantage includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value.

A person acts improperly where they act illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organisation of any kind. Corruption is the abuse of entrusted power or position for private gain.

Examples:

Offering a bribe: You offer a potential client tickets to a major sporting event, but only if they agree to do business with us. This would be an offence as you are making the offer to gain a commercial and contractual advantage. We may also be found to have committed an offence because the offer has been made to obtain business for us. It may also be an offence for the potential client to accept your offer. Receiving a bribe: A supplier gives your nephew a job, but makes it clear that in return they expect you to use your influence in our organisation to ensure we continue to do business with them. It is an offence for a supplier to make such an offer. It would be an offence for you to accept the offer, as you would be doing so to gain a personal advantage. Bribing a potential client or Government official: You arrange for the business to pay an additional “facilitation” payment to a government official to speed up an administrative process, such as clearing our goods through customs. The offence of bribing a public official is committed as soon as the offer is made. This is because it is made to gain a business advantage for us. We may also be found to have committed an offence. What you must not do. It is not acceptable for you (or someone on your behalf) to: Give, promise to give, or offer, a payment, gift, hospitality or other benefit with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;

Give or accept a gift or hospitality during any commercial negotiations or tender process, if this could be perceived as intended or likely to influence the outcome; Accept a payment, gift or hospitality from a third party that you know or suspect is offered with the expectation that we will provide a business advantage for them or anyone else in return; Accept hospitality from a third party that is unduly lavish or extravagant under the circumstances; Offer or accept a gift to or from government officials or representatives, or politicians or political parties; Threaten or retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this policy; or Engage in any other activity that might lead to a breach of this policy.

Facilitation payments and kickbacks We do not make, and will not accept, facilitation payments or “kickbacks” of any kind. Facilitation payments, also known as “back-handers” or “grease payments”, are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example by a government official). Kickbacks are typically payments made in return for a business favour or advantage. You must avoid any activity that might lead to a facilitation payment or kickback being made or accepted by us or on our behalf, or that might suggest that such a payment will be made or accepted. If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with your line manager.

6. Gifts, hospitality and expenses a) This policy allows reasonable, proportionate and appropriate hospitality or entertainment to be given to or received from third parties, for the purposes of:

Establishing or maintaining good business relationships; Improving or maintaining our image or reputation; or Marketing or presenting our products and/or services effectively.

b) The giving and accepting of gifts and hospitality is allowed if the following requirements are met:

It is not made with the intention of influencing a third party to obtain or 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 favours or benefits; It is given in our name, not in your name; It does not include cash or a cash equivalent (such as gift certificates or vouchers); It is appropriate in the circumstances, taking account of the reason for the gift, its timing and value. For example, it may be customary for small gifts to be given at Christmas or Thanksgiving;

It is given openly, not secretly; where required it is registered on our Gifts & Hospitality Register It complies with any applicable local law.

c) Promotional gifts of low value such as branded stationery to or from existing customers, suppliers and business partners will usually be acceptable.

d) Reimbursing a third party’s expenses, or accepting an offer to reimburse our expenses (for example, the costs of attending a business meeting) would not usually amount to bribery. However, a payment in excess of genuine and reasonable business expenses (such as the cost of an extended hotel stay) is not acceptable. e) We appreciate that practice varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift, hospitality or payment is reasonable and justifiable. The intention behind it should always be considered.

7. Donations

We do not make contributions to political parties.

We only make charitable donations that are legal and ethical under local laws and practices. No donation must be offered or made without the prior approval of the President/CEO.

8. Record-keeping

We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties. Where the value of the gift or hospitality or a series of gifts or hospitality given or received to/from the same person/entity over a short period time (say a matter of weeks or months) is US$100 (or equivalent) or more, you must seek prior line manager approval to give or accept it and you must declare it in the Gifts & Hospitality Register, which can be found on our office. The value is decreased to US$50 (or equivalent) for executive directors as this reflects the value of genuine gifts/hospitality they may receive.

You must submit all expenses claims relating to hospitality, gifts or payments involving third parties in accordance with our expenses policy and record the reason for expenditure. All accounts, invoices, and other records relating to dealings with third parties including suppliers and customers should be prepared with strict accuracy and completeness. Accounts must not be kept “off-book” to facilitate or conceal improper payments. Due diligence must be carried out on all new third parties using the company’s Due Diligence Questionnaire before entering into any relationship. All relationships with third parties must be contained in written contractual terms so that anti-bribery and corruption clauses can be included.

9. Your responsibilities as Agent, Representative, Business Partner or Employee

You must ensure that you read, understand and comply with this policy. The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify the President/CEO as soon as possible if you believe or suspect that a conflict with this policy has occurred, or may occur in the future. For example, if a customer or potential customer offers you something to gain a business advantage with us, or indicates to you that a gift or payment is required to secure their business. Further “red flags” that may indicate bribery or corruption.

If you are unsure about whether a particular act constitutes bribery or corruption, raise it with a board member.

10. Protection

Individuals who refuse to accept or offer a bribe, or who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform a member of the board immediately. If the matter is not remedied, and you are an employee, you should raise it formally either using our grievance procedure or by notifying the Managing Director.

11. Training and communication

Introduction to this policy forms part of the induction process for all individuals who work for us, and training will be provided as necessary.

Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.

12. Breaches of this policy

Any Agent, business partner, representative or employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct. We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.