Introduction

We are committed to deal or operate with any stakeholder of our business in a lawful, ethical manner and with integrity. As part of this commitment, all forms of bribery and corruption are unacceptable and we will not tolerate this as a company. Additionally, we make sure that any third party acting on our behalf operates according to our anti bribery and corruption policy with any other business, authority or person.

Our anti-bribery and corruption policy sets out our processes and procedure to prevent acts of bribery and corruption and have been designed to comply with legislation governing bribery and corruption on a global basis.

Our policy provides guidance on standards of behaviour to which we adhere and follow good business practices that we all work to at all times. This policy is designed to help identify when something is prohibited to avoid bribery and corruption and provides help and guidance if there is a problem where further advice is required.

Policy Application

The fundamental standards of integrity under which we operate do not vary depending on where we work or who we are dealing with. This policy applies to all Sims Engineering Systems employees (full and part time) and temporary workers (such as consultants or contractors) (together referred to as “employees” in this document) across the group no matter where they are located or what they do. It is the responsibility of every person in the company to ensure that we comply with these standards at all times.

Our policy sets out a single standard that all employees must comply with, regardless of whether local law or practices might permit something to the contrary.

The company is committed to the prevention of bribery and corruption is to ensure that the people acting on our behalf do so in compliance with effective anti-bribery and corruption policies.

Where we engage third parties, we have obligations to complete sufficient due diligence when entering into arrangements to ensure that they are not acting corruptly, and to periodically monitor their performance to ensure ongoing compliance.

Failure to comply with this policy, whether or not this is intentional, may lead to disciplinary action (up to and including dismissal), and criminal liability for the individual involved (up to and including imprisonment). Employees are required to confirm that they have read and understood the policy and that they comply with its terms as part of their ongoing employment assessment processes.

In addition, relevant employees will be required to attend training to support the guidance in this policy.

Policy Obligations

If any person is unsure regarding obligations under this policy, they should contact one of the following people for help:

James Hutchings – Jameshutchings@simsengineering.com

Keith Sims – keithsims@simsengineering.com

Stuart Terrell – stuartterrell@simsengineering.com

Bribery

Bribery involves the following:

• When a financial or other advantage is offered, given or promised to another person with the intention to induce or reward them or another person to perform their responsibilities or duties improperly (it does not have to be the person to whom the bribe is offered that acts improperly); or

• When a financial or other advantage is requested, agreed to be received or accepted by another person with the intention of inducing or rewarding them or another person to perform their responsibilities or duties inappropriately (it does not have to be the person who receives the bribe that acts improperly).

It does not matter whether the bribe is:

• given or received directly or through a third party (such as someone acting on behalf of Sims Engineering Systems behalf); or for the benefit of the recipient or some other person.

Bribes can take many forms, for example:

• money (or cash equivalent such as shares);

• unreasonable gifts, entertainment or hospitality; kickbacks;

• unwarranted rebates or excessive commissions (e.g., to sales)

• unwarranted allowances or expenses;

• “facilitation” payments/payments made to perform their normal job more quickly and/or prioritise a particular customer;

• political/charitable contributions;

• uncompensated use of company services or facilities; or

• anything else of value.

This policy applies to both the public and private sectors. Dealing with public officials poses a particular high risk in relation to bribery and corruption and specific guidance when dealing with public officials is set out below.

A breach of bribery laws can result in fines for both the company and the individual involved and, in some jurisdictions, could also result in imprisonment.

How to identify if something is a bribe?

In most circumstances, common sense will determine when a bribe is being offered. However, here are some questions that should be asked if in doubt:

• am I being asked to pay something or provide any other benefit over and above the cost of the services being performed, for an example an excessive commission, a lavish gift, a kickback or make a contribution to a charity or political organisation?

• am I being asked to make a payment for services to someone other than the service provider?

• are the hospitality or gifts I am giving or receiving reasonable and justified? Would I be embarrassed to disclose them?

• when a payment or other benefit is being offered or received, do I know or suspect it is to induce or reward favourable treatment, to undermine an impartial decision-making process or to persuade someone to do something that would not be in the proper performance of their job?

Policies and Procedures

General prohibition

All forms of bribery and corruption are prohibited. The Company does not tolerate any act of bribery or corruption. Any breach of this policy or local law could result in disciplinary action being taken and ultimately could result in dismissal. A bribe does not actually have to take place – just “promising” to give a bribe or “agreeing to receive one” is prohibited. Bribery is prohibited when dealing with any person whether they are in the public or private sector and the provisions of this policy are of general application. However, many countries have specific controls regarding dealing with public officials and this policy includes specific requirements in these circumstances.

Gifts, hospitality and expenses

Giving or receiving gifts or hospitality is often an important part of maintaining and developing business relationships. However, all gifts and hospitality should be for a genuine purpose, reasonable, given in the ordinary course of business.

Lavish or unreasonable gifts or hospitality, whether these are given or received, are unacceptable as they can create the impression that we are trying to obtain or receive favourable business treatment by providing individuals with personal benefits. In addition, gifts and hospitality can themselves be a bribe. Be careful to avoid even the appearance that the giving or accepting of gifts or hospitality might influence the decisions you take on behalf of Sims Engineering Systems.

Facilitation payments

Facilitation payments are any payments, no matter how small, given to an official to increase the speed at which they do their job. For example, this could include speeding up customs clearance.

All facilitation payments are generally prohibited. However, your safety is our primary concern and we understand that there may be circumstances in which you have no alternative but to make a facilitation payment in order to protect against loss of life, limb or liberty. Any request for a facilitation payment should be reported to your local anti-bribery and corruption officer.

Third-party partners

Sims Engineering Systems could be liable for the acts of people that act on our behalf.

This includes agents, distributors, suppliers and joint venture partners (together referred to as “third parties”). As such we are committed to promoting compliance with effective anti-bribery and corruption policies by all third parties acting on behalf of Sims Engineering Systems.

All third parties should be made aware of the terms of the Sims Engineering Systems Third Party Code of Conduct and of their obligations to comply with it. All arrangements with third parties should be subject to clear contractual terms including specific provisions requiring them to comply with minimum standards and procedures in relation to bribery and corruption.

Any type of third party must not be engaged if they are known or we know, or reasonably suspect engagement of bribery.

Appropriate due diligence should be undertaken before any third parties are engaged. The appropriate level of due diligence will vary depending on the circumstances and careful judgement should be used on a case by case basis.

Questions that should be asked include:

• who are they? have I seen documents evidencing that they are who they say they are?

• who else have they worked with? do they have references?

• are they well established with a good reputation? or are they more obscure so that I need to do more to find out about them?

• do they operate in a territory where bribery is prevalent?

• are they happy to sign a contract agreeing to comply with anti-bribery procedures?

• do they have their own anti-bribery programme?

• have I conducted basic searches such a Google, search engine searches, business directory searches, etc to identify if any type of bribery corruption exists?

• are there inconsistencies between the provider of these services?

• who is the person I am paying for the product or service?

• are commissions/payments in line with generally accepted market practice?

Some high-risk transactions will require further due diligence which may require independent investigation. Employees will be provided with helpful guidance and checklists where appropriate to support the due diligence process.

Any joint venture arrangement must not be entered into without prior approval from Senior management of the company.

All payments and commissions to third parties must:

• be made in accordance with the Approval of Senior Management and the local policies relevant in your business as set by managers;

• be made via properly executed bank transfer through the accounts payable system and be fully accounted for;

• must be in line with generally accepted rates

• must be justifiable and should not be excessive or unsupportable; and

• must be made in accordance with the terms of the contract with the person or company providing the services.

If concerns that arrangements with a third party are not in accordance with this policy, should be reported immediately to the senior management team in the company.

Dealing with public officials

Although this policy applies to both public and private sectors, dealing with public officials poses a particularly high risk in relation to bribery due to the strict rules and regulations in many countries.

Public officials include those in government departments, also employees of government owned or controlled commercial enterprises, international organisations, political parties and political candidates.

The provision of money or anything else of value, no matter how small, to any public official for the purpose of influencing them in their official capacity is prohibited.

The prior approval of your local anti-bribery and corruption officer is required in relation to:

• any payment in respect of fees, salary or commission (this does not include official fees)

• gifts and hospitality

• making charitable contributions in connection with dealings with a public official

In addition, many public officials have their own rules regarding the acceptance of gifts and hospitality, etc, and we must respect these rules where applicable.

In accordance with the Sims Engineering Systems Code of Ethics, political donations made by or on behalf of Sims Engineering Systems are prohibited.

Compliance with the policy

It is the responsibility of senior management to ensure compliance with this policy. Ultimate responsibility for compliance is with the Managing Director. However, each member of the workforce has an obligation to act with integrity and to ensure the policy is fully understood and complied with. Ongoing compliance will be monitored and reported by management.

Training will be provided to relevant employees throughout the company to support them in complying with their responsibilities. In addition, all employees will be required to confirm that they have understood and complied with the policy annually.

Whistleblowing

Sims Engineering Systems is committed to ensuring that employees can speak up with confidence if they have any concerns or need to ask for help. If any member of the workforce suspects or observe anything that they think may be in contravention of this policy, they have an obligation to report it as soon as possible. Any concerns should be raised with a Senior Manager in the first instance.

Sims Engineering Systems will not tolerate retaliation in any form against anyone for raising concerns or reporting what they genuinely believe to be improper, unethical or inappropriate behaviour. All reports will be treated with confidentially.

May 2022