ANTI - BRIBERY AND CORRUPTION POLICY

The Board of Directors of (“the Board’) of Setia Geosolutions Sdn Bhd (SETIA) has adopted this Anti Bribery Policy (“the ABC Policy”) which is intended for the Company, its subsidiaries and associates’ companies (collectively referred to as “the Group”). This policy sets out SETIA’s zero-tolerance approach against all forms of bribery, corruption and any other non-regulatory compliance related risks.

SETIA is committed to conduct its business honestly and with integrity. Therefore, SETIA is committed to conduct its business in accordance to the applicable anti-bribery and anti-corruption laws as provided in corporate liability provision for bribery and corruption under section 17A of The Malaysian Anti - Corruption Commission (MACC) Act 2009 and all other relevant laws as well as applicable internal processes and procedures of the Group.

KEY REQUIREMENTS OF MACC ACT

The main offences under the MACC Act are:

a) Soliciting or receiving gratification

Any person who solicits or receives or agree to receive (for himself or for any other person) or gives, promises or offers to any person any gratification as an inducement to or a reward for any person doing or forbearing to do anything; any person accepts or obtains, or agrees to the same, any gratification as an inducement or reward for doing or forbearing to do, any act in relation to his principal’s affairs or business, or for showing or forbearing to show favour or disfavour to any person in relation to his principal’s affairs or business commits an offence;

b) Offering or giving gratification

Any person who gives or agrees to give or offers any gratification to any agent as inducement or reward for doing or forbearing to do, or for having done or forborne to do the same in relation to his principal’s affairs or business, or for showing or forbearing to show favour or disfavour to any person in relation to his principal’s affairs or business;

c) Intending to deceive

Any person who gives to an agent, or being an agent, he uses with intent to deceive his principal, any receipt, account or other document in respect of which the principal is interested, and which he has reason to believe contains any statement which is false or erroneous or defective in any material particular, and is intended to mislead the principal;

d) Using office or position for gratification (abuse of position)

Abuse of office or position by a public in making decisions for purposes of self-interest.

e) Failing to report when offered bribery

Any person to whom any gratification is given, promised or offered in contravention of MACC 2009 shall report the same. Upon section 17A of the MACC Act coming into effect, a commercial organization commits an offence if a person associated to the commercial organization corruptly gives, agrees to give, promises or offers to any person any gratification whether for the benefit of that person or another person with intent.

i. to obtain or retain business for the commercial organization; or

ii. to obtain or retain an advantage in the conduct of business for the commercial organization.

Where an offence is committed by a commercial organization, a person

i. who is its director, controller, officer or partner; or

ii. who is concerned in the management of its affairs, at the time of the commission of the offence, is deemed to have committed that offence unless the person proves that the offence was committed without his consent or connivance and that he exercised due diligence to prevent the commission of the offence as he ought to have exercised, having regard to the nature of his function in that capacity and to the circumstances. Section 17A (6) defines a person associated as a director, partner, an employee or a person who performs services for or on behalf of the commercial organization.

OBJECTIVES

This ABC Policy is intended to:

a. Guide SETIA to ensure that all opportunities on corruption and any action in relation to bribery, conflict of interest, malpractice, abuse of power could be effectively and efficiently addressed; and

b. Ensure compliance with all applicable anti-corruption regulatory requirements when conducting business;

c. Ensure that all Associated Persons and parties of the SETIA are aware of their obligation to disclose any corruptions, briberies, conflicts of interest or similar unethical acts that they may have, and to comply with this Policy.

APPLICABILITY

This Policy applies to directors, employees (permanent, contract, probationary and temporary), associates (collectively, “Members”) and all parties associated with or acting on behalf of SETIA, such as Subject Matter Experts (SMEs), consultants, vendors, contract partners, advisors, agents, individuals, representatives wherever located (collectively, “Associated Persons”).

This Policy is not intended to be exhaustive, and the Members and Associated Persons shall always observe and ensure compliance with all anti-bribery applicable laws, rules and regulations to which they are bound to observe.

In order to ensure that this Policy continues to remain relevant and appropriate, regular checks on the Policy including but not limited to reporting and its effectiveness should be reviewed and documented periodically. The Board Risk Management Committee, RMC is responsible for monitoring compliance with and make review of the said policy.

MEMBERS COMMITMENT

All SETIA Member and Associated Person:

· shall read, acknowledge, understand and comply with this Policy by signing the acceptance upon receiving and joining SETIA;

· are prohibited from engaging in any bribery or bribery attempt which includes but not limited to payments through any third parties;

· shall not offer or provide, either directly or indirectly any bribe, gift, reward, consideration, favour or any advantage (material or otherwise) for the purpose of influencing them to act in contrary of our policy and procedures or obtain any rewarding treatment with respect of any terms, conditions or price of a contract;

· shall avoid acting in ways that may compromise the company’s legality;

· shall avoid being in a position where their personal interests are in conflict (or could be in conflict) with the interests or business of the company.

· Identify and disclose any conflicts of interest.

REPORTING

All SETIA Members and Associated Person are to raise concerns of potential or current suspicion of malpractices to the Board Risk Management Committee, RMC. Any member and Associate Person, who knows of, or suspects, a violation of this Policy, is encouraged to whistleblow or report the concerns without fear and reprisal through the RMC.

FACILITATION PAYMENTS

Proper and complete records of all payments made to third parties in the usual course of business is important since these would serve as evidence that such payments are not linked to corrupt conduct. No accounts must be kept “off-the-record” to facilitate or conceal improper payments.

Payments must be made to or received in a bank account directly in the name of the intended recipient.

Payments to suppliers must be reasonable, defendable and not inflated to (potentially) allow for illegal payments.

Government officials and politically exposed persons are not permitted to accept anything of value

REMINDER

In relation to anti-bribery and corruption, SETIA requires all member and Associated Persons to:

a. Act lawfully, ethically and in the stakeholder interest;

b. Prohibit bribery and corruption; and

c. Not tolerate illegal or unethical behaviour by clients, suppliers or by public officials.

Any SETIA Members who breaches this Policy will face disciplinary action which could result in dismissal for gross misconduct. The Company reserves its right to terminate the contractual relationships with any Associated Person who are provenly breached this Policy.

This Policy is adopted by the Board of Directors on 19 January 2022.

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