Anti-Bribery and Corruption Policy

Anti-Bribery and Corruption Policy

Policy Owner: Walter Vicente (Chief Executive Officer) Document Alchemy-wide policy (General)

Version: 1.1

Last Annual Review: 16 May 2023 Last Updated: 16 May 2023 Approver: Alchemy Board of Directors

Rationale: Alchemy's involvement in activities that are prohibited by Bribery and Corruption laws could lead to serious criminal and civil penalties for Alchemy and our Staff. It may also have substantial reputational consequences, and impact our relationships with clients, counterparties, and the communities and markets in which we operate.

Policy Statement: Alchemy strictly prohibits the actual or attempted use of any form of Bribery or Corruption whether direct or indirect and whether involving Public Officials or private persons. This Policy outlines the expectations and key elements of Alchemy’s anti-bribery and corruption program to prevent, detect and deter Bribery and Corruption. This Policy should be read in conjunction with the Subordinate Policy Documents set out at s4.7 of this policy.

Application: This Policy is applicable to all directors, officers, and employees of Alchemy or its related entities (Alchemy), including all employees of Alchemy Telco Solutions Ltd. or its subsidiaries (“Staff”).

1. General

1.1 Context

1.1.1 Overview

Bribery and Corruption can have a significant, adverse impact on Alchemy and its reputation, clients, counterparties, and shareholders as well as the markets and communities in which Alchemy operates.

Alchemy faces a range of Bribery and Corruption risks that can arise from the geographic areas in which we operate or have dealings, and the nature of our business (for example, through engagement with Public Officials and in our procurement activities). These risks are identified in several ways including through the conduct of regular risk assessments, onboarding, and due diligence procedures. Staff are also required to identify and escalate Bribery and Corruption risks arising during their roles, in accordance with this Policy.

Our reputation as a company is built on our values, including our commitment to conducting business in an appropriate and honest manner. Bribery and Corruption are incompatible with our Code of Conduct, What We Stand For and the probity and integrity expected of everyone at Alchemy.

Alchemy has no appetite for intentional or reckless breaches of bribery and corruption law or Alchemy’s Anti-Bribery and Corruption Policy. Alchemy seeks to prevent the actual or attempted use of any form of bribery or corruption, including through facilitation payments, by maintaining a program/framework with appropriate and adequate anti-bribery and corruption systems, controls, and procedures.

1.1.2 Governance and Oversight

Alchemy recognizes the vital role of robust governance and oversight of its anti-bribery and corruption program. Senior management and the Board have the responsibility of ensuring the Alchemy anti-bribery and Corruption program is appropriately maintained. They also play a key role in promoting the awareness of and adherence to this policy by Staff, including fostering an attitude and culture of compliance.

Governance and oversight of Alchemy’s anti-bribery and corruption program is achieved through a variety of avenues including sufficient, regular, and timely information regarding the anti-bribery and corruption program being provided to senior management and, as appropriate, the Board so that senior management and the Board have an adequate understanding of the anti-bribery and corruption risks to which Alchemy is exposed and how they are being controlled and managed.

1.2 Scope of this Policy

This policy covers all circumstances, activities, or situations which could give rise to any actual or attempted use of any form of Bribery or Corruption whether direct or indirect, and whether involving Public Officials or private persons.

2. Policy requirements

2.1 Anti-bribery and corruption program

Alchemy maintains an anti-bribery and corruption program to prevent, detect and deter Bribery and Corruption that is informed by and tailored to Alchemy’s Bribery risk profile. The key elements of the program include:

• commitment by senior management to appropriate resourcing, fostering a culture of zero tolerance and prevention and detection of Bribery and Corruption; • ongoing assessments of Bribery and Corruption risk; • maintaining adequate policies and procedures; • appropriate Third Party due diligence; • regular communication reinforcing awareness of Alchemy’s anti-bribery and corruption program and expectations and periodic training for Staff; and • commitment to continuous improvement, and monitoring and reviewing the anti-bribery and corruption program.

2.2 General obligations

We all have a part to play in minimizing the risk of Bribery and Corruption. Alchemy expects Staff and Associated Persons to comply with the applicable anti-bribery and corruption laws and regulations. Staff and Associated Persons are prohibited from engaging in Bribery or Corruption of any kind. Bribery or Corruption can involve public or private sector activity, but the risks can be heightened when dealing with Public Officials.

Staff must be alert to possible Bribery and Corruption. Recklessness or turning a blind eye to such incidences is likely to be in breach of relevant laws or regulations and will amount to a breach of this policy.

Staff must:

• Understand and comply with this policy and related procedures/guidance; • remain diligent in their business dealings; • promptly report any suspected or actual incidents of Bribery or Corruption in accordance with this policy (see section 4. Speak up – reporting bribery and corruption); and • report any requests for bribes, including facilitation payments and Secret Commissions (see section 4. Speak up – reporting bribery and corruption).

2.2.1 Bribery

Bribery means providing, offering, or accepting (or causing to be provided, offered, or accepted) a benefit (i.e., anything of value) to any person, including a Public Official, in order to improperly influence an act or decision so as to gain a business or personal benefit or advantage.

A thing of value may be a financial or other advantages, whether in cash or in-kind and may include gifts and entertainment, forgiveness of a debt, loans, travel or hospitality, medical care, expenses, favours, business or employment opportunities (whether permanent or temporary), protection from any penalties or any proceedings of a penal or disciplinary nature, refraining from exercising any rights, powers or duties, sponsorships, political, charitable or community contributions.

Examples of Bribery include Trading in Influence, Secret Commissions, creating or using a false document for corrupt purposes, and engaging in intimidation for corruption purposes. A bribe can be provided directly or indirectly (for example, through a Third Party) and it is irrelevant whether the bribe is successful in improperly influencing the other person or in securing the business or personal advantage – what matters is the intention of the person engaging in the Bribery.

2.2.2 Corruption

Corruption means the abuse of a position of employment, authority, or trust to gain a business or personal benefit or advantage. It can also include making improper requests of Public Officials whereby the Public Official is asked to breach or contravene an applicable law or exceed their scope of authority.

2.3 Facilitation payments

Facilitation payments or “grease payments” are prohibited by Alchemy and must not be paid, even if they are legal or common practice in a particular jurisdiction. Facilitation payments are unofficial payments made to a Public Official to speed up or secure the performance of routine government action or service (e.g., the granting of a license or processing an application).

Staff must refuse any request for a facilitation payment and Staff must report any requests to Alchemy as soon as possible (see section 3. Speak Up – reporting bribery and corruption). A payment that would otherwise be prohibited under this policy may be allowed where there is an imminent physical threat to your personal safety. Any such payment must immediately be reported by you to your director.

2.4 Third Parties

Alchemy strictly prohibits Bribery and Corruption by or through Third Parties.

When entering into or managing relationships with Third Parties, appropriate procedures must be undertaken to identify and manage the Bribery and Corruption risk, including:

• risk assessments as required by Alchemy’s policies and procedures; • risk-based due diligence and periodic monitoring as required by Alchemy’s policies and procedures; and • use of anti-bribery and corruption clauses in contracts and agreements when appropriate.

Alchemy in some circumstances may be liable for acts of Third Parties. Staff must be vigilant to the risk of Bribery and Corruption undertaken by Third Parties and report such conduct as soon as possible (see section 3. Speak Up – reporting Bribery and Corruption).

Alchemy also requires that effective due diligence is conducted prior to any mergers or acquisitions activity and that post-acquisition integration consistent with the anti-bribery and corruption program is conducted.

2.5 Providing or receiving gifts and/or entertainment

Alchemy prohibits Staff from giving or accepting gifts and entertainment that are intended to, or may, improperly influence them or others, or may be perceived to be improperly influencing others.

Additionally, the giving or receiving of gifts or entertainment must not give rise to any actual or perceived conflict of interest or be likely to cause any actual or potential reputational damage to Alchemy.

Staff must ensure that the giving or receiving of gifts or entertainment is in compliance with that policy. This includes ensuring that the monetary thresholds for the value of gifts and entertainment, including any restrictions and limits concerning gifts and entertainment to Public Officials are complied with.

Gifts and entertainment involving Public Officials present higher Bribery and Corruption risk, and accordingly, particular care must be taken to ensure that such gifts and entertainment are lawful in the relevant country, that they are modest and appropriate, and avoid any appearance of improper influence. Staff must obtain the appropriate approvals set out by Alchemy.

If Staff are uncertain whether a gift or entertainment is appropriate, they should consult their usual Compliance contact for guidance.

2.6 Political contributions

The giving of political contributions is permissible where the contribution is made in good faith (i.e., in support of a democratic process), does not impact Alchemy’s ability to conduct business with, or provide services to, a particular government entity and complies with applicable laws and regulations.

When making political contributions, Staff must:

• comply with the requirements of all Alchemy policies (including limits and disclosure requirements). • comply with the requirements of all laws and regulations governing political donations in the relevant jurisdiction (including limits and disclosure requirements).

2.7 Charitable donations

Alchemy supports several different charitable causes including Staff and business donation matching, volunteering, board service grants, and strategic grants. Alchemy’s commitment to the community extends to supporting its Staff in their philanthropic endeavours.

Staff must take reasonable steps to avoid giving or accepting donations that are intended to, or may, improperly influence them or others, or may be perceived to be improperly influencing others.

For all charitable donations, Staff and businesses must comply with the requirements of all Policies (including limits and disclosure requirements).

2.8 Sponsorships

Alchemy provides sponsorships to achieve specific business and brand objectives.

Sponsorships must not be used as bribes, e.g., for the purpose of improper inducements or to influence Public Officials or other individuals.

2.9 Procurement

Bribery and Corruption issues arise in relation to procurement in many of the countries in which Alchemy does business and operates, across both developed and developing countries.

Common areas of procurement risk include:

• gifts and hospitality being provided by tendering entities, with bribes or kickbacks being provided or promised in order to win contracts; • obtaining commercially sensitive information (such as tender specifications); or • influencing tender specifications or procurement processes.

2.10 Record-keeping

Adequate financial records and record-keeping are important anti-bribery and corruption controls. Accurate and complete records of all transactions, payments, and expenses must be maintained in accordance with general accounting principles. No accounts can be kept 'off-book' or in any way facilitate or conceal Bribery or Corruption.

2.11 Training and awareness

Anti-bribery and corruption training and awareness is a key component of Alchemy's anti-bribery and corruption program and communication of expectations. Training programs must be risk-based, and participation will be documented. Anti-bribery and corruption training must be periodically delivered to all Staff.

3. Speak up – reporting Bribery and Corruption

3.1 The Importance of speaking up

Staff must promptly report suspected or actual incidents of Bribery, Corruption or breaches of this Policy (each an “FCR Reportable Matter”) as set out in sections 3.2 and 3.3 below. This is essential, as in certain jurisdictions it can be an offense for Alchemy or Staff or Associated Persons if they fail to report suspected incidents of Bribery or Corruption involving Public Officials to the authorities.

3.2 How to Report – Staff



FCR Global

If Staff feel uncomfortable raising an FCR Reportable Matter with FCR, Staff can report a concern to the Chief Executive Officer and/or Chief People Officer.

Alchemy is committed to protecting from detriment those who raise concerns in accordance with the Whistleblower Policy. These protections apply to Staff and to certain external parties as defined in the Whistleblower Policy.

4. Supporting Mechanisms

4.1 Policy Contact

Please direct any questions about this Policy to the Policy Owner.

4.2 Exceptions

Exceptions to this Policy must be approved by its Owner.

4.3 Policy breaches

Failure to comply with this Policy may lead to criminal, civil, and/or regulatory sanctions and penalties for Alchemy and/or Staff. Staff may also be subject to internal disciplinary action, up to and including possible dismissal.

Suspected or actual (including material or repeated) breaches of this Policy must be reported to the Chief Executive Officer and/or Chief People Officer promptly (at the first opportunity).

4.4 Definitions



All Staff

includes Alchemy employees and all other members of Alchemy staff including agency workers, interns, secondees, and contractors/consultants.

Associated Person

means any individual or entity that acts for or on behalf of Alchemy and therefore may include parties such as agents, business introducers, intermediaries, and consultants


has the meaning set out in section 2.2.1


has the meaning set out in section 2.2.2

FCR Reportable Matter

has the meaning set out in section 3.1


Alchemy and all related entities and subsidiaries

Public Official

means any:

• officer, official, representative, or employee of any government, government-owned or controlled entity, agency, ministry, or department of a Government (whether national, local, or municipal), or any other entity empowered to act under any written law relating to public health, public utility, or that administers public funds (examples may include regulators, customs officials, Central Bank governors, and ministers), or any person acting in an official capacity for any of the above (examples might include paid consultants to a government or public international organization, advisors on special missions, intermediaries appointed or held out as authorized by government officials, or anyone deputized to act for a government); • member of a legislative body; • member of the judiciary;

• political party or any official of a political party, including any candidate for political office; • officer or employee of a public international organization, such as the United Nations or the World Bank; • any individual who holds or performs the duties of an appointment, office, or position created by custom or convention, including, potentially, some tribal leaders and members of royal families; or • immediate family member (meaning a spouse, dependent child, or household member) of any of the above.

Secret Commissions

arise where a person who is the agent or representative of another person or entity (e.g., an agent of Alchemy) takes or solicits a commission from a Third Party (e.g., a supplier to Alchemy) without disclosing that commission to their principal (e.g., Alchemy). The Secret Commission is given as an inducement to that person to use their position to influence the conduct of their principal's business

Third Party

is any individual or entity (not Staff or part of Alchemy) with whom Alchemy has or plans to enter a business relationship. A Third Party may include but is not limited to, persons or entities that:

• provide goods or services to Alchemy (e.g., contractors, external consultants, suppliers, vendors, brokers, advisers, custodians, and asset managers); • act for or on behalf of Alchemy (e.g., agents, intermediaries, introducers, or representatives); or • enter or maintain a business partnership or relationship with Alchemy (e.g., joint venture, partners, consortia partners, or general business partners).

Trading in Influence

means giving a gift or benefit to a person to induce them to exert an improper influence over an act of a Public Official. The receipt of such a gift or benefit is also an offense. It is irrelevant whether the alleged ability to exert improper influence actually existed, or whether the supposed influence led to the intended result.

4.5 Policy governance

Approvals, review, updating, oversight, monitoring, and reporting in respect of this Policy is governed by the Policy owner as stated.

4.6 Distribution of Policy

No part of this policy (other than the Public Statement) may be distributed:

• to a regulatory body except through the Regulatory Relationship Owner, and • to any other external party except with the Policy Owner’s prior written approval

All Alchemy Staff will have access to a copy of this Policy. A summary of this Policy will also be available on Alchemy’s website.

Policy Ends

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