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Anti-Bribery and Anti-Corruption Policy

1) Overview

This Anti-Bribery and Anti-Corruption (“ABC”) Policy (“Policy”) explains how Caribou Digital (UK) Limited and its subsidiaries and affiliates (together, “Caribou”) prevent, detect, and respond to bribery and corruption in all business dealings. It applies to employees, officers, board members, contractors, consultants, agents/intermediaries, suppliers, vendors, partners, and grantees (collectively, “Associated Persons”). It sets binding standards for our people and third-parties, and describes prohibited conduct, expectations, reporting channels, and enforcement.

Caribou Digital (UK) Limited is registered in England and Wales (No. 09241564), Wey Court West, Union Road, Farnham, Surrey, England, GU9 7PT.

To raise concerns see our Whistleblowing (Speak Up) Policy; for conflicts management see our Conflicts of Interest Policy.

2) Our commitment

Caribou has a zero-tolerance approach to bribery and corruption. We act with integrity, transparency, and fairness across all engagements and expect the same standards from everyone who acts for or with us. This Policy has the full commitment of the Executive Leadership Team (ELT) and the Board, and we will provide training appropriate to roles and risk, maintain adequate and proportionate controls, and take decisive action where breaches occur. Caribou complies with applicable anti-bribery and corruption laws, including the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act (FCPA). Where local laws differ, the higher/stricter standard applies. Local addenda may supplement this Policy to meet country-specific requirements.

3) Prohibited conduct

No Associated Person may, directly or indirectly (including via third-parties):

  • Offer, give, request, or accept anything of value to improperly influence a decision or secure an advantage.
  • Make or accept facilitation payments or kickbacks (including so-called “grease payments”).
  • Bribe a public official or any third-party to obtain or retain business or a business advantage.
  • Conceal or fail to declare conflicts of interest (see the Conflicts of Interest Policy).
  • Falsify or cause to be falsified books, records, or invoices, or disguise improper payments as legitimate expenses.
  • Circumvent or ask others to circumvent internal controls (approvals, registers, due diligence).
  • Retaliate against anyone who refuses a bribe or reports a concern in good faith.

Under the UK Bribery Act, it is also an offence for a commercial organisation to fail to prevent bribery by its associated persons. Caribou maintains adequate and proportionate procedures to mitigate this risk.

4) Gifts, hospitality & expenses

  • Modest and proportionate hospitality that directly supports legitimate relationship-building may be acceptable.
  • Cash or cash equivalents (e.g., gift cards, vouchers) must never be given or accepted.
  • During tenders or active negotiations, do not offer or accept gifts or hospitality that could be perceived as intending to influence the outcome.
  • Public officials: any gift, hospitality, travel, per diem, sponsorship, or fee requires prior written approval from Caribou and a clear business purpose.
  • Material gifts or hospitality must be pre-approved and recorded in Caribou’s Gifts & Hospitality Register.
  • Promotional items of low value (e.g., branded stationery) may be given to or accepted from existing customers, suppliers, and partners, provided they are lawful and appropriate.
  • Political contributions and charitable donations made in Caribou’s name require prior written approval.

5) Third-party expectations (suppliers, vendors, contractors, grantees)

Third-parties who work with Caribou must:

  • Adhere to this Policy and ensure any sub-contractors engaged for Caribou work do the same (flow-down).
  • Declare conflicts of interest at the outset and as they arise.
  • Undergo risk-based due diligence when requested (e.g., sanctions/PEP/adverse-media screening, beneficial-ownership checks, and country/corruption-risk review such as Transparency International’s CPI).
  • Maintain accurate books and records relating to their Caribou engagement and make them available for review.
  • Notify Caribou promptly of any allegation, investigation, or enforcement action relating to bribery or corruption.
  • Maintain their own ABC policy and internal controls, or formally adopt Caribou’s standards as a condition of contracting.

Caribou may audit compliance, suspend/terminate relationships, and report to authorities where required.

6) Reporting concerns (Speak Up)

Anyone (staff or third-parties) can report concerns confidentially via our EthicsPoint portal: cariboudigital.ethicspoint.com. We prohibit retaliation against anyone who reports in good faith. You may also raise concerns through internal channels set out in the Whistleblowing (Speak Up) Policy.

If a payment was made under immediate duress to protect personal safety, report it to Caribou as soon as practicable so it can be assessed and recorded.

7) Related policies

Read this Policy alongside:

If requirements differ, apply the higher/stricter standard.

8) Enforcement, training & review

  • Compliance is mandatory. Breaches may lead to disciplinary action (up to dismissal), termination of contracts for third-parties, removal from the Board, and reporting to law-enforcement or regulators in relevant jurisdictions.
  • Caribou provides ABC training to employees and key stakeholders appropriate to role and risk, and maintains proportionate controls (e.g., due diligence, approvals, registers, audits).
  • This Policy is reviewed on a risk-based cycle and at planned intervals (generally every 24 months), and sooner if there is a material change in law, our risk profile, or operations, or following a relevant incident or audit finding.