Anti-Corruption Policy

1. PURPOSE

The purpose of Anti-Corruption Policy (the Policy) is to reiterate EdgeUno’s position against any bribery and corruption, and Edgeuno’scommitment to maintain all global applicable laws, relating to anti-bribery and anti-corruption in the countries in which EdgeUno operates.

This Policy complements and reinforces the Anti-Corruption set of conducts contained in the Code of Business Ethics of EdgeUnoCompany. Edgeuno undertakes a zero-tolerance approach to bribery and corruption practices and is committed to acting professionally, fairly and with integrity in all business dealings and relationships and in the promotion of the Global Goals.

EdgeUno is committed with complying with all the applicable anticorruption country legislations in which it operates including the Foreign Corruption Practices Act (“FCPA”).

In case of contradiction between this Policy and any applicable law, the terms of the law will prevail.

2. SCOPE

This Policy applies to all persons working for Edgeuno Company including employees at all levels, contractors, consultants, partners, providers, third party representatives, employees, and business associates (hereby denominated as “Subjects”). All Subjects previously mentioned are required to comply with this Policy and with EdgeUno’s principles and guidelines in respect to anti-bribery and anti-corruption practices.

This Policy restates employee’s responsibilities in the prevention and detection of bribery/corruption practices and shall provide guidelines for acceptable practices and management of non-compliant situations. An Edgeuno employee who breaches this Policy will face disciplinary action, which could result in dismissal for gross misconduct and termination of his contract. A non-employee who breaches this policy (or whether Edgeuno has reasonable suspicion to believe that this is the case) may have their contract terminated with immediate effect, without prejudice of losses and damages claims and/or penalties of the corresponding contract.

Edgeuno reserves the right to amend this Policy at any time.

3. DEFINITIONS

“Corruption” is the misuse of the authority held due to the position for the purpose of gaining an advantage directly or indirectly.

“Bribery” is the offering of an improper advantage, pecuniary or not, to a third party (including public officials and/or someone related to a public official) in order to improperly influence any act or decision of that person in his or her official capacity or to secure any other improper advantage to obtain or retain business.

“Public officials” may include (i) officials of a political party, (ii) candidate for a political office, (iii) persons acting in an official capacity for any government office, authority or department, whether as a member of the Executive, Legislative or Judiciary Branch; (iv) any person who works or exercises post at a company controlled by the government; or (v) persons acting on behalf of a political party, or a non government organization (NGOs). It should be noted that in some countries there is no distinguish between bribes paid to a public official and those paid a third party in the private sector.

Bribery and corruption may occur in different ways, such as: cash payments, political or other donations, commission, social benefits, gifts, hosting and/or other benefits can be mentioned. Bribery includes offering, promising, giving, accepting or seeking a bribe.

All forms of bribery are strictly prohibited. If you are unsure about whether a particular act constitutes bribery, raise it with your manager or Operations Director at Edgeuno Company (legal@edgeuno.com).

4. Policies and Guidelines

4.1. Duties And Resposibilities

4.1.1. Applicability

Edgeuno’s employees, contractors, managers, and directors will be required to:

  • Read, understand and comply with this Policy and ensure compliance from others with regards to the set forth policies of the Company;
  • Make all Edgeuno business associates aware of this Policy;
  • Complete all anti-bribery and corruption training as required by Edgeuno from time to time. And make sure that the employees reporting to them have completed the trainings, in case of managers and directors;
  • Effectively managing the risks associated with their business operations.
  • Working in a manner consistent with the relevant legal regulations and the principles and policies of Edgeuno Company.
  • Report any known or suspected conduct, activity or application which are in breach of the Policy.
  • People Team shall be responsible to ensure that new employees are being given an appropriate training about this Policy promptly after their work commencement.

4.1.2. Compliance Officers:

Until further creation of a specific Compliance Officer, the General Counsel will act as the Chief Compliance Officer of this Policy.

In each of Edgeuno’s companies throughout the globe, the Corporate Counsel or the General Counsel in charge will act as the local company Compliance Officer.

The Compliance Officersshall be responsible for implementing this Policy and dealing with any queries on its interpretation.

The local company Compliance Officer should consult with the Chief Compliance Officer in cases of doubt or uncertainty and report him/her of any irregularities.

4.1.3. Unacceptable Practices:

Subjects must not:

  • Give or offer any payment, gift, hospitality or other benefit in the expectation that a business advantage will be received in return, or to reward any business received;
  • Accept any offer from a third party that is known or is suspected that is offered with the expectation that Edgeuno will provide abusiness advantage for them or anyone else; or
  • Give or offer any payment (sometimes called a facilitation payment) to a government official in any country to facilitate or speed up a routine or necessary procedure, unless it is expressly regulated by local legislation through expedite taxes or services;
  • Threaten or retaliate against another person who has refused to offer or accept a bribe or who has raised concerns about possible bribery or corruption.

4.2. THIRD COMPANIES AND BUSINESS PARTNERS

The companies from which goods and services are bought and to whom goods and services are sold and Business Partners must comply with the Policy principles and all other relevant regulations. Any business relationship with persons and institutions failing to comply with these conditions shall be terminated.

Inaddition to criteria such as experience, financial performance and technical sufficiency, Senior Management shall also consider morality and a positive background in anticorruption practices during the selection of Edgeuno’s Vendors, Customers and Business Partners. The companies and the Business Partners which have a negative information regarding bribery or corruption are not recommended to be hired as partners even if they meet other requirements.

Edgeuno’s employees and contractors shall be attentive to red flags regarding a Third Party and Business Partners. Examples of red flags are: (a) a company that is being investigated or has been convicted for breach of anticorruption laws; (b) a company that has been prohibited from taking part in public tenders; (c) a company that has Family members or maintains an open relationship with Third Parties in a position of decision-making that involves Edgeuno’s interests, among others.

Contracting with Third Parties will demand an Anticorruption Clause that states: (a) that the Third Party is aware of applicable anticorruption laws; (b) that sets a fine, suspension or interruption of activities, termination of contract, without prejudice to other reasonable measures if the Third Party violates the Code of Conduct, policies or applicable anticorruption laws, as well as requiring that the Third Party be liable for any damages and expenses incurred by Edgeuno in these circumstances and for not complying with anticorruption policies;(c) the duty to inform whether any of the board members, officers, employees, administrators or principal employees of the Third Party is a Public Agent or a Third Party who may favorably benefit, directly or indirectly, from Edgeuno’s business; (d) that the Third Party keep updated books and records, detailing, if such is the case, the expenses incurred on behalf of Edgeuno and providing access to these records, upon request.

4.3. GIFTS AND HOSPITALITY

This policy does not prohibit the giving or accepting of reasonable and appropriate hospitality gifts for legitimate purposes such as building relationships, maintaining Edgeuno’s image or reputation, or promoting the Global Goals.

A gift or hospitality will not be appropriate if it is unduly lavish or extravagant or could be seen as an inducement or reward for any preferential treatment (for example, during contractual negotiations or a tender process).

Gifts must be of an appropriate type and value depending on the circumstances and taking account of the reason for the gift. Gifts must not include cash or cash equivalent (such as vouchers) or be given in secret. Gifts must be given in the name of Edgeuno and not on a person’s name.

4.4. RELATIONSHIP WITH PUBLIC AGENCIES AND BENEFICIARY INSTITUTIONS

4.4.1 Political Donations

Political donations (to candidates, political parties, party representatives, or similar campaigns) by Edgeuno, or on its behalf, are prohibited.

4.4.2 Meetings With Public Officials

Before entering into a meeting with any Public Officer, the employee, contractor, manager or director need to make sure that they have a prior authorization to represent Edgeuno in such meeting. It is recommended that more than one representative of Edgeuno is present in the meeting and that all details and discussions are documented.

4.4.3 Facilitation Payments

Facilitation payments are payments, generally of small amounts, requested by Public Agents with the intention of ensuring or speeding-up the performance of routine government actions. In this regard, since even payments of small amounts are considered bribes by many anticorruption laws, Edgeuno prohibits the execution of any payment which may be deemed an “urgency fee”, except those provided for by law.

4.4.4 Donations And Sponsorships Of Beneficiary Institutions

Donations and sponsorships encompass those made in cash, in the form of loans or the provision of equipment, products or services free of charge, among other things.

The donations and sponsorships made in hard currency must de recorded in Edgeuno’s annual budget and be made for the benefit of organizations that develop legitimate activities and must not be made with a corrupt intention or in exchange for an Improper Advantage for Edgeuno.

The beneficiary institutions must be examined by the company to ensure that no Public Officials or Third Party in a position to influence the business of Edgeuno benefits directly or indirectly from the philanthropic donations and sponsorships, and also to ensure that management of the entity is satisfactory, through an analysis of the balance sheets, among other documents to this end (for example, clearance certificates from government entities). These donations must be recorded in EdgeUno records and ledgers according to accounting principles, and when applicable –EdgeUno shall foresee any tax exemption certificate or tax discount.

No sponsorship or donation may be made to Public Officials(or to entities in which they participate), who may positively influence decisions relating to Edgeuno.

4.5. PARTICIPATION IN JOINT VENTURES, CONSORTIA AND BUSINESS PARTNERSHIPS

Edgeuno shall seek partners that identify with and commit to the values, beliefs and commitments contained in Edgeuno’s Code of Ethics, this Policy and other related policies.

An Anticorruption Due Diligence shall be performed in all transactions related to new business acquisitions to identify possible red flags. The level and extension of the due diligence to be required shall be determined by the Chief Compliance Officer based on the applicable legislation and the documentation provided by the partner.

4.6. RECORD-KEEPING

Written record of all hospitality, gifts(either given or received) and donations must be declared and kept.Allexpenses claims relating to hospitality, gifts or payments to third parties shall be submitted for evaluation in accordance with Edgeuno’s expenses policy and record the reason for expenditure.

All accounts, invoices, and other records relating to dealings with third parties including suppliers should be prepared with strict accuracy and completeness. Accounts must not be kept “off-book” to facilitate or conceal improper payments.

4.7. POLICY BREACHES

Apart from potential criminal and civil liabilities, employees and contractors who are found to be in violation of this Policy shall be subject to appropriate disciplinary action or termination of employment or vendor contract, respectively.

Failure to report a violation of suspicion of a violation of Edgeuno’s Code of Ethics, this Policy and/or Anticorruption Legislations is considered a breach and disciplinary action, or termination of the contract will be taken against employees or contractors who have knowledge of such breaches but conceal such information from Edgeuno, or who take detrimental action against others who report such violations.

Edgeuno values the help of who identifies, in good faith, possible problems that require investigation, and ensures the confidentiality of the matters involved. Thus, any claim or complaint will be confidential and anonymous if the whistleblower wishes, guaranteeing the anonymity and protection necessary to make the accusation in full.

A person who in good faith denounces a violation or suspicion of a violation will be protected against any acts of retaliation by Edgeuno.

If you are offered a bribe or are asked to make one, or if you suspect that any bribery, corruption, or other breaches of this policy has occurred or may occur, you must notify your manager or Edgeuno Company on ethics.committee@edgeuno.com as soon as possible.