Anti-Bribery & Anti-Corruption Policy

1. Our Commitment

Nexma conducts business honestly and without corruption. We maintain a zero-tolerance position toward bribery and corruption in all forms, whether involving public officials or private parties, and whether offered, promised, given, requested, or accepted directly or through a third party.

This policy applies to Nexma, its subsidiaries and affiliates, and all directors, officers, employees, contractors, agents, and other parties acting on Nexma's behalf, wherever they are located.

2. Applicable Laws

Nexma complies with all anti-corruption laws applicable to its business, including:

• The US Foreign Corrupt Practices Act (FCPA), which prohibits corrupt payments to foreign officials and requires accurate books and records and adequate internal accounting controls;
• The UK Bribery Act 2010, which prohibits bribery of any person (public or private), the receipt of bribes, bribery of foreign public officials, and creates a corporate offense of failing to prevent bribery; and
• All other anti-bribery and anti-corruption laws of the jurisdictions in which Nexma operates.

Where requirements differ, Nexma applies the most stringent applicable standard.

3. What Is Prohibited

Nexma Personnel must never offer, promise, give, request, agree to receive, or accept any bribe — meaning any financial or other advantage intended to induce or reward the improper performance of a function or activity, or to influence an official in their capacity.

This prohibition applies regardless of local custom and regardless of whether the payment would advance Nexma's interests. A violation is no less serious because it was intended to help the company win or retain business.

4. Facilitation Payments

Nexma prohibits facilitation payments — small unofficial payments made to secure or expedite routine governmental actions — even where they may be tolerated under local practice. The only exception is a payment made under genuine duress where personal safety is at risk; any such payment must be reported promptly and recorded accurately.

5. Gifts, Hospitality, and Entertainment

Reasonable and proportionate gifts and hospitality offered in the ordinary course of business are permitted only when they are not intended to improperly influence a decision, are not lavish or frequent, comply with the recipient's own rules, and can be disclosed without embarrassment. Anything of more than nominal value should be reviewed in advance. Gifts of cash or cash equivalents are never permitted.

6. Third Parties and Intermediaries

Nexma can be held liable for bribes paid by third parties acting on its behalf. Agents, resellers, consultants, and other intermediaries are subject to risk-based due diligence, must contractually commit to anti-corruption compliance, and are engaged only for legitimate services at fair market value. Payments must be transparent, properly documented, and consistent with the services provided.

7. Political and Charitable Contributions

Nexma does not make political contributions to obtain a business advantage. Charitable contributions and sponsorships must be genuine, lawful, transparent, and never used as a means to channel an improper benefit to a public official or business counterparty.

8. Books, Records, and Internal Controls

All transactions must be recorded accurately, completely, and in reasonable detail. No undisclosed or unrecorded accounts may be maintained for any purpose. Nexma maintains internal accounting controls designed to ensure that transactions are properly authorized and recorded and that the prohibited conduct described in this policy cannot be concealed.

9. Reporting and Non-Retaliation

Anyone who suspects that a bribe has been offered, requested, paid, or accepted must report it promptly. Reports may be made to the contact below and, where available, through Nexma's confidential reporting channels. Nexma investigates reports made in good faith and strictly prohibits retaliation against anyone who raises a concern honestly, even if the concern turns out to be mistaken.

10. Consequences of Violation

Violations of this policy may result in disciplinary action up to and including termination, as well as civil and criminal liability for the individuals involved and for Nexma. Compliance with this policy is a condition of working with and for Nexma.