Anti-Corruption, Anti-Bribery Policy

1. Statement of Policy

Planoven is committed to complying with all laws and regulations which govern our operations in every country in which we operate. This Anti-Bribery Policy (the “Policy”) explains our responsibility to comply with anti-bribery and anti-corruption laws around the world and to ensure that any third parties that we engage to act on our behalf, do the same.

The penalties for violating these laws can be severe, both for Planoven and for the individuals involved, including significant corporate and individual fines, and imprisonment.

Planoven has a zero-tolerance attitude towards bribery. Even the suggestion of corruption may damage the reputation of Planoven and affect its ability to do business, as well as the reputation of its employees. Planoven is therefore committed to doing business ethically, even if this means not gaining new business, not using the services of particular agents or business partners or incurring delays in carrying on our existing business.

Any violation of this Policy may result in disciplinary action, up to and including dismissal in appropriate circumstances. It is therefore extremely important that you familiarize yourself with this Policy and strictly adhere to it. If you have any questions, please consult Planoven’s CEO.

2. Scope of Policy

The principles and obligations outlined in this Policy apply to all Planoven employees and Partners globally, members of Planoven's Board of Directors, and Planoven’s Partners and contractors (which include agents, consultants, outsourced personnel and other representatives). As such, each is responsible for adhering to these standards when acting on behalf of Planoven.

This Policy sets forth Planoven minimum compliance standards with respect to interactions with third parties. However, where more stringent controls are required, then these more stringent controls must be followed by anyone acting on behalf of Planoven.

2.1. What is a Bribe?

A bribe means:

• the offering, promising, giving, authorizing, requesting or receiving of a financial or non- financial advantage or anything of value;
• if the purpose of the payment is to secure the improper performance of/ misuse of a person's position.

3. Prohibition of Bribery

No person who is subject to this Policy shall:

• offer, provide, or authorize, a bribe or anything which may be viewed as a bribe either directly or indirectly or otherwise through any third party; or
• request or receive a bribe or anything which may be viewed as a bribe either directly or indirectly or otherwise through any third party, or perform their job functions improperly in anticipation, or in consequence, of a bribe.

The prohibition on accepting a bribe from, or giving a bribe to, any person applies to any person acting in the course of a business, as an employee of a business or otherwise on behalf of others in relation to their performance of their duties and to public officials. Any dealings with public officials present a particularly high risk. Another high risk group are health-care professionals (such as doctors, nurses, nutritionists, etc.) specifically ones who work in a public setting such as State medical services, hospitals and other nationalized industries. Even the appearance of improper conduct in the context of public officials would have a significant reputational impact on Planoven's public image. Planoven, it’s employees, Partners and contractors must take great care in these situations.

Under this Policy, public officials include any officer, employee or representative of a government or a government-owned entity. The Policy also extends to any legislative, administrative or judicial official, regardless of whether elected or appointed; an officer of, or individual who holds a position in, a political party; a candidate for political office; or person who otherwise exercises a public function for or on behalf of any jurisdiction. This list is not exhaustive so you should consult with Planoven's CEO if you have any questions or concerns.

4. Facilitation Payment

Facilitation payments are small unofficial payments to public officials to ensure or speed up performance of routine or necessary action which is part of the public official's usual responsibilities. These are bribes, regardless of whether they may be a part of the “way of doing business” in a particular country. As a representative of Planoven, you must not allow, encourage or facilitate these payments unless you or your companions are at personal physical risk if you fail to do so.

5. Third Parties

Planoven and its direct Partners could be held responsible for the actions of a third party acting on its behalf. As such, care must be taken to ensure that those third parties do not engage or attempt to engage in bribery.

All Planoven representatives shall:

• ensure that any new third parties (or third parties whose contracts are being renewed) who provide services on behalf of Planoven contractually agree to abide by the principles set out in our Code of Conduct and this Policy.
• undertake sufficient Due-Diligence in relation to any proposed acquisition or joint venture to ensure that bribery is unlikely. This may include a search of the database on anti- bribery and sanctions lists and checking for relationships with public officials. The results of the Due-Diligence process shall be appropriately documented.
• undertake sufficient Due-Diligence (including checking of responses) in relation to the new third party's background, capability and reputation to ensure that bribery is unlikely, where any of the “red flags” (see list of Red Flags further below in this Policy) are met. This shall include a search of the database on anti-bribery and sanctions lists, checking for relationships with public officials and documenting the reasons for choosing a particular third party.
• repeat Due-Diligence every year for ongoing third party relationships or those which have not previously been checked but which meet the requirements above.

6. Gifts and Hospitality

The act of exchanging business gifts and receiving corporate hospitality can play an appropriate role in building or maintaining business relationships. However, gifts and hospitality are problematic if they create actual or perceived conflicts of interest, or otherwise appear to influence a business decision.

Accepting gifts, discounts, favors, or services from a current or potential customer, competitor, supplier, or service provider is prohibited if that benefit is a type or amount which has the potential to influence a person’s business decision. Functions like procurement and sales or health care personnel must take extra care. More strict requirements might apply and these groups might not be allowed to take or give any gifts or hospitality under certain circumstances or policies and procedures applicable to that group. If you have any questions, please consult Planoven's CEO.

Gifts are only permitted if they are:

• reasonable;
• infrequent;
• in good taste;
• unsolicited;
• not cash or a cash equivalent; and
• not given with an intent to influence a business decision.

Occasionally, to build relationships, you may accept or offer social entertainment or hospitality, such as modest meals or event tickets. However, you must not accept or offer entertainment or hospitality unless the activity:

• permits business or educational discussions at the meal or event (a Planoven representative must be in attendance at the meal or event);
• is part of a genuine business relationship;
• is not intended and could not be perceived by others to improperly influence business decisions;
• is consistent with industry practices, all applicable laws and Planoven policies and procedures;
• is not excessive in value or quantity, as defined by local procedural documents; and
• would not embarrass Planoven if it was brought to public attention.

Where local law, regulations or standards, or local or divisional internal policies {e.g. IFCN policies} apply and require more stringent processes/ controls, then such more stringent processes/ controls must be followed.

7. Political Donations

As stated in our Code of Conduct, Planoven is not a political organization. It does not support political parties or contribute funds to groups whose activities are calculated to promote party interests or the election of a specific candidate. In very limited instances, if permitted by local law and regulation and with specific approval from Planoven’s CEO, Planoven may contribute funds toward organizations or entities that engage in the political process to address an issue that directly affects Planoven and its business activity. Any request for approval for such payments and the permission must be authorized by Planoven’s CEO and be documented in writing and the payments properly recorded.

8. HPIFO Contributions

HPIFO contributions/donations may only be given to verifiable high-positive impact-focused organizations (“HPIFO”). All donations must be:

• transparent and properly recorded in Planoven’s books and records; and
• receipted or have a letter of acknowledgment from the HPIFO to ensure that the donations receive the proper tax treatment;
• be compliant with local law, regulations and prevailing Planoven policies.

HPIFO Contributions/Donations must not:

• be made to individuals or in cash; or
• be made at the request of a public official as an inducement to or reward for acting improperly.

9. Record Keeping

Financial and non-financial records which Planoven maintains are disclosed to shareholders, regulators and other stakeholders. Accordingly, these records must be accurate and complete so that Planoven can substantiate and justify any transactions with third parties.

All persons who are subject to this Policy must declare and record in writing all hospitality, gifts, and payments made to third parties given or received. They must also submit expenses claims promptly and provide justification for any such expenditures.

All accounts, invoices, and other records involving transactions must be prepared accurately. Under no circumstances should a person prepare an account “off- book”, particularly where this is designed to conceal an improper transaction.

10. “Red Flags”

There are several issues which cause us to do further investigation into whether a particular transaction or relationship presents a potential bribery risk or issue.

All persons who suspect corruption/bribery are required to escalate the matter to Planoven’s CEO.

Potential issues which call for further vigilance and/or investigation include:

• the prevalence of bribery in a country that has a nexus with the particular transaction or relationship (third party is located in such country or the transaction involves such country); e.g. according to the Corruption Perception Index (CPI) as evaluated annually by Transparency International
• payments of unusually high fees or commissions;
• requests for cash payments or requests for unexpected payments related to government approvals;
• requests for payments to different companies or through different countries;
• undefined or unreported payments to third parties made on Planoven’s behalf;
• no written agreements;
• unusually close relationships with government officials;
• a refusal to certify compliance with this Policy; or,
• payments without a PO number, where applicable.

Planoven is committed to observing the laws and regulations which govern our operations in every country where we do business. This policy explains our responsibility in complying with anti-bribery or anti-corruption laws around the world and ensuring that any third parties that we engage to act on our behalf, do the same. If you have any questions about this policy you should contact Planoven’s Legal Department. Any Planoven representative who violates the rules in this policy or who permits anyone to violate those rules may be subject to appropriate disciplinary action, up to and including termination, and may be subject to personal civil or criminal sanctions.