Anti-Bribery and Corruption Policy

1.1 Zero Tolerance Commitment

Orisium Pty Limited ("Orisium", "the Company", or "we") maintains a zero tolerance approach to bribery and corruption in all its forms. The Company is committed to conducting business ethically and in full compliance with all applicable anti-bribery and anti-corruption laws and regulations, including Division 70 of the Criminal Code Act 1995 (Cth) ("Criminal Code Act").

This Anti-Bribery and Corruption Policy ("Policy") reflects our commitment to acting professionally, fairly, and with integrity in all business dealings and relationships wherever we operate. We will implement and enforce effective systems to counter bribery and corruption, and we require all persons subject to this Policy to uphold these standards.

1.2 Scope of Global Application

This Policy applies globally to all business activities conducted by or on behalf of the Company, regardless of the country or jurisdiction in which those activities take place. The Company's anti-bribery and corruption standards apply uniformly across all geographic locations where the Company operates or conducts business. Where local laws impose higher standards than this Policy, those higher standards shall prevail.

1.3 Legislative Framework

This Policy has been developed in accordance with, and must be read in conjunction with, the following legal instruments:

• Criminal Code Act 1995 (Cth), Division 70: Contains the principal Australian anti-bribery offences, including bribery of foreign public officials (section 70.2), bribery of Commonwealth public officials (sections 141 and 142), and the corporate offence of failing to prevent bribery of a foreign public official (section 70.5A);
• Section 70.5A (Failure to Prevent Foreign Bribery): Effective from September 2024, this provision establishes corporate criminal liability where an associate of a body corporate bribes a foreign public official for the profit or gain of the body corporate, unless the body corporate can prove it had adequate procedures in place to prevent such conduct;
• Corporations Act 2001 (Cth): Imposes duties on directors and officers, including requirements for accurate financial record keeping under section 286;
• State and Territory Criminal Laws: Include offences relating to bribery of state and local government officials, secret commissions, and corruption;
• Foreign Anti-Bribery Laws: Including the United States Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act 2010, and other applicable foreign anti-corruption legislation that may apply to the Company's international operations;
• Australian Government Guidelines: Including the Attorney-General's Department guidance on adequate procedures for preventing foreign bribery.

2.1 Bribery

"Bribery" means the offering, promising, giving, accepting, or soliciting of an advantage as an inducement for an action which is illegal, unethical, or a breach of trust. A bribe may consist of money, gifts, loans, fees, rewards, or other advantages, whether financial or otherwise. Bribery includes both the act of offering or giving a bribe and the act of requesting or receiving a bribe.

2.2 Corruption

"Corruption" means the abuse of entrusted power for private gain. Corruption encompasses bribery and extends to other improper conduct, including fraud, extortion, collusion, conflicts of interest, embezzlement, and money laundering. Corruption may involve public officials, private sector individuals, or both.

2.3 Foreign Public Official

"Foreign Public Official" has the meaning given in section 70.1 of the Criminal Code Act and includes:

• An employee or official of a foreign government body, including at any level of government (national, regional, or local);
• An individual who performs work for a foreign government body under a contract;
• An individual holding or performing the duties of an appointment created by law in a foreign country;
• An individual who is authorised to exercise a power or perform a function of a foreign government body;
• An employee or official of a public international organisation; and
• A member of the military of a foreign country or an employee or official of a foreign state-owned enterprise.

2.4 Domestic Public Official

"Domestic Public Official" means any person who holds or performs the duties of an office established by an Australian law or who is employed by the Commonwealth, a State, or a Territory government. This includes federal, state, and local government employees, parliamentarians, judicial officers, law enforcement officials, and employees of government agencies and statutory authorities.

2.5 Facilitation Payments

"Facilitation Payments" (also known as "grease payments" or "speed payments") are small unofficial payments made to a public official to secure or expedite the performance of a routine or necessary governmental action, such as processing permits, visas, or other official documents. Facilitation payments are illegal under Australian law and are prohibited under this Policy.

2.6 Secret Commissions

"Secret Commissions" are payments, benefits, or other advantages made to an agent or employee by a third party, without the knowledge or consent of the agent's or employee's principal or employer. Secret commissions are illegal under various Australian state and territory laws and are prohibited under this Policy.

2.7 Kickbacks

"Kickbacks" are payments made to a person as a reward for making or fostering business arrangements, typically involving a return of a portion of money received. Kickbacks are a form of bribery and are prohibited under this Policy.

2.8 Anything of Value

"Anything of Value" is construed broadly and includes, but is not limited to:

• Cash, cheques, money orders, or any form of monetary payment;
• Gifts, favours, prizes, or entertainment of any kind;
• Travel, accommodation, meals, or hospitality;
• Offers of employment, internships, or educational opportunities;
• Promises of future benefits, contracts, or business opportunities;
• Charitable or political donations made at the request of, or for the benefit of, an official;
• Discounts, loans, or credit arrangements not available to the general public;
• Any other tangible or intangible benefit or advantage.

3.1 Directors, Officers, and Employees

This Policy applies to all directors (executive and non-executive), officers, and employees of Orisium and its subsidiaries, regardless of their level of seniority, geographic location, or the nature of their role. This includes full-time, part-time, fixed-term, and casual employees.

3.2 Contractors and Agents

This Policy applies to all contractors, consultants, temporary personnel, agents, representatives, and intermediaries engaged by the Company, whether directly or through third parties. These persons are expected to comply with this Policy when acting on behalf of or for the benefit of the Company.

3.3 Joint Venture Partners

This Policy applies to joint venture partners and consortium members where the Company has control or significant influence over the relevant operations. Where the Company does not have control, the Company will use reasonable endeavours to ensure that equivalent anti-bribery and corruption standards are adopted and maintained by the joint venture or consortium.

3.4 Third Parties Acting on Company's Behalf

This Policy applies to any other person or entity performing services for or on behalf of the Company, including but not limited to distributors, resellers, customs agents, freight forwarders, lobbyists, and any person who may be characterised as an "associate" of the Company for the purposes of section 70.5A of the Criminal Code Act.

3.5 Extra-Territorial Application

Covered Persons must be aware that Australian anti-bribery laws have extra-territorial application. The offence of bribing a foreign public official under section 70.2 of the Criminal Code Act applies to conduct by Australian citizens, residents, and bodies corporate incorporated in Australia, regardless of where the conduct occurs. Similarly, the failure to prevent offence under section 70.5A applies to Australian bodies corporate in respect of conduct by their associates anywhere in the world.

4.1 General Prohibition

Covered Persons must not engage in any form of bribery or corruption, whether directly or indirectly through a third party. The following conduct is strictly prohibited:

4.2 Bribes to Foreign or Domestic Officials

Covered Persons must not offer, promise, give, request, agree to receive, or accept any bribe to or from any foreign public official or domestic public official. This prohibition applies regardless of whether the bribe is offered or received directly or through an intermediary, agent, or other third party acting on behalf of or for the benefit of the Company. It is immaterial whether the bribe is intended to influence the official in their official capacity or to obtain or retain business or a business advantage.

4.3 Secret Commissions and Kickbacks

Covered Persons must not give or receive any secret commission or kickback in connection with the Company's business. All commissions, fees, or other payments made to or received from agents, intermediaries, or other third parties must be properly documented, disclosed, and authorised in accordance with Company procedures. Any arrangement whereby a portion of contract proceeds or other amounts are returned to any person in exchange for their role in facilitating the contract or transaction is strictly prohibited.

4.4 Facilitation Payments

The Company prohibits all facilitation payments. Covered Persons must not make any payment, however small, to a public official to expedite or secure performance of a routine governmental action. There are no exceptions to this prohibition under this Policy. If a Covered Person is asked to make a facilitation payment, they must refuse and report the request in accordance with section 9 of this Policy.

If a Covered Person faces a genuine and imminent threat to their personal safety that can only be addressed by making a payment, the Covered Person should make the payment if necessary to protect their safety, but must report the payment immediately to the Company Secretary.

4.5 Political Contributions and Donations

The Company does not make political donations or contributions to political parties, political organisations, or individual politicians. This prohibition applies to direct monetary contributions, in-kind contributions (including the provision of goods, services, or facilities), payments for attendance at political fundraising events, and contributions to entities controlled by or affiliated with political parties or politicians.

This prohibition does not prevent individual Covered Persons from making personal political contributions in their own capacity, provided such contributions are not made on behalf of or for the benefit of the Company and are not reimbursed by the Company.

4.6 Charitable Donations as Disguised Bribes

No charitable donation may be made at the request of, or for the benefit of, a public official or as a quid pro quo for any business advantage. Covered Persons must ensure that charitable donations are not used as a means of making disguised payments to officials or their associates. All charitable donations must be made to legitimate, bona fide charitable organisations, and appropriate due diligence must be conducted to ensure that the recipient organisation has no connections to bribery, corruption, or money laundering.

5.1 General Principles

The Company recognises that the exchange of modest gifts, hospitality, and entertainment can be a legitimate part of building business relationships. However, these exchanges must never be used as a means of influencing business decisions or as a cover for bribery. All gifts, hospitality, and entertainment must be reasonable, proportionate, and made in good faith.

5.2 Value Limits

The following limits apply to gifts, hospitality, and entertainment given or received by Covered Persons:

• Individual Gift Limit: AUD $200 per gift, per recipient, per occasion;
• Annual Aggregate Limit: AUD $500 in total gifts to or from any single individual or organisation in any 12-month period;
• Hospitality and Entertainment: Must be reasonable and proportionate to the business relationship, and attendance must serve a legitimate business purpose;
• Travel and Accommodation: The Company will not pay for or reimburse travel or accommodation costs for third parties except in limited circumstances with prior written approval from the Chief Financial Officer or Company Secretary.

5.3 Approval Requirements

The following approval requirements apply:

• Gifts or hospitality with a value up to AUD $200 may be given or received without prior approval, but must be recorded in the Gifts Register;
• Gifts or hospitality with a value between AUD $200 and AUD $500 require prior written approval from the relevant department head;
• Gifts or hospitality with a value exceeding AUD $500 require prior written approval from the Chief Financial Officer or Company Secretary.

5.4 Registration in Gifts Register

The Company maintains a Gifts Register in which all gifts, hospitality, and entertainment given or received by Covered Persons must be recorded. Entries must be made within 10 business days of the gift being given or received and must include the date, description of the gift, estimated value, name and organisation of the giver or recipient, and the business purpose.

5.5 Prohibited Gifts

The following types of gifts, hospitality, and entertainment are strictly prohibited:

• Cash or cash equivalents, including gift cards with a cash redemption value;
• Gifts or hospitality that are lavish, extravagant, or inappropriate in the circumstances;
• Gifts or hospitality intended to influence a business decision or secure an improper advantage;
• Gifts or hospitality during a tender, procurement, or other decision-making process in which the Company is a participant;
• Entertainment of an adult or sexual nature, or any form of entertainment that is illegal or could bring the Company into disrepute.

5.6 Public Official Restrictions

Additional restrictions apply to gifts, hospitality, and entertainment involving public officials, whether domestic or foreign. Gifts to public officials are generally prohibited and require prior written approval from the Company Secretary in all cases. Hospitality for public officials must be modest, related to a legitimate business purpose, and consistent with applicable laws and the policies of the official's organisation.

6.1 Risk-Based Assessment

The Company applies a risk-based approach to due diligence on third parties. The level of due diligence required is proportionate to the bribery and corruption risk presented by the third party relationship. Factors relevant to assessing risk include:

• The nature of the third party's role, including whether they will interact with public officials on behalf of the Company;
• The countries in which the third party operates, with reference to Transparency International's Corruption Perceptions Index;
• The industry sector and any sector-specific corruption risks;
• The value and duration of the proposed engagement;
• The third party's ownership structure, including any government ownership or connections to public officials.

6.2 Red Flags and Warning Signs

Covered Persons must be alert to red flags that may indicate bribery or corruption risk in relation to third parties. Red flags include, but are not limited to:

• Unusual or excessive payment arrangements, including requests for payment to third party accounts or in cash;
• Requests for unusually high commissions, fees, or other payments;
• Lack of transparency about the third party's ownership, affiliations, or business practices;
• Close personal or business relationships between the third party and public officials;
• Refusal by the third party to agree to anti-bribery and corruption contractual provisions;
• Adverse media reports or rumours concerning the third party's involvement in bribery or corruption.

6.3 Contractual Anti-Bribery Clauses

All contracts with third parties who will act on behalf of the Company or who present material bribery and corruption risk must include appropriate anti-bribery and corruption provisions. These provisions should include representations and warranties regarding compliance with anti-bribery laws, undertakings to maintain adequate anti-bribery procedures, rights of audit and inspection, reporting obligations for suspected violations, and termination rights for breach of anti-bribery provisions.

6.4 Ongoing Monitoring

Due diligence is not a one-time exercise. Third party relationships must be subject to ongoing monitoring, including periodic refresh of due diligence screening, review of the third party's performance and any concerning conduct, monitoring of relevant adverse media and public information, and re-assessment of risk upon any material change in the relationship or circumstances.

7.1 Accurate Financial Records

The Company is required under section 286 of the Corporations Act 2001 (Cth) to keep written financial records that correctly record and explain its transactions and financial position and performance, and would enable true and fair financial statements to be prepared and audited. In support of the Company's anti-bribery and corruption compliance obligations, all Covered Persons must ensure that:

• All financial transactions are recorded accurately, completely, and in a timely manner;
• The purpose of each transaction is accurately described in the Company's books and records;
• All payments are made only for the purposes stated in the supporting documentation;
• Adequate supporting documentation is maintained for all transactions.

7.2 No Off-Books Accounts

The Company strictly prohibits the maintenance of any undisclosed, unrecorded, or "off-books" funds, accounts, or assets for any purpose whatsoever. All Company assets, liabilities, and transactions must be recorded in the Company's official books and records and reflected accurately in the Company's financial statements.

7.3 Documentation Requirements

Covered Persons must not make, cause to be made, or tolerate the making of any false, misleading, or incomplete entries in the Company's books, records, or accounts. This includes:

• Recording non-existent transactions;
• Misrepresenting the nature, purpose, or amount of any transaction;
• Creating or using false documents or invoices;
• Destroying or concealing documents to obstruct investigation or audit.

7.4 Audit Trail

The Company's financial controls are designed to ensure that a complete audit trail exists for all transactions. This includes retention of all source documents, approvals, and supporting materials; documentation of the business rationale for all material transactions; records of all approvals and authorisations; preservation of electronic communications and records relevant to business transactions; and compliance with the Company's document retention policy.

8.1 Corporate Liability for Associate Conduct

Section 70.5A of the Criminal Code Act 1995 (Cth), which came into effect in September 2024, creates a corporate offence where an associate of a body corporate bribes a foreign public official for the profit or gain of the body corporate. An "associate" includes employees, agents, contractors, subsidiaries, and any other person who performs services for or on behalf of the body corporate. The offence is committed regardless of whether the body corporate knew of or authorised the bribery.

8.2 Adequate Procedures Defence

It is a defence to the section 70.5A offence if the body corporate proves that it had adequate procedures in place designed to prevent its associates from bribing foreign public officials. The burden of proving that adequate procedures were in place rests on the body corporate. The Company has implemented this Policy and the measures described below to establish the adequate procedures defence.

8.3 What Constitutes Adequate Procedures

Drawing on the Attorney-General's Department guidance on adequate procedures, the Company has implemented the following measures:

• Top-Level Commitment: The Board and senior management are committed to preventing bribery and corruption and have fostered a culture in which bribery is never acceptable;
• Risk Assessment: The Company conducts regular assessments of the bribery and corruption risks it faces, considering countries, industry sectors, transactions, and third party relationships;
• Due Diligence: The Company applies due diligence procedures proportionate to risk for all persons who perform services for or on behalf of the Company;
• Communication and Training: The Company ensures that this Policy is communicated effectively to all Covered Persons and that appropriate training is provided;
• Monitoring and Review: The Company monitors and reviews the effectiveness of its anti-bribery procedures on an ongoing basis, including regular audits and testing of controls;
• Incident Response: The Company has established procedures for responding to reports of suspected bribery or corruption, including investigation protocols and remediation measures.

9.1 Internal Reporting Channels

All Covered Persons have an obligation to report any actual or suspected violation of this Policy, or any conduct that raises concerns about potential bribery or corruption. Reports may be made through any of the following internal channels:

• Direct Manager: Reports may be made to the Covered Person's direct manager or supervisor;
• Company Secretary: Reports may be made directly to the Company Secretary at compliance@orisium.com;
• Chief Financial Officer: Reports may be made to the CFO, particularly for matters involving financial irregularities;
• Board Chair or Audit Committee Chair: For matters involving senior management, reports may be made directly to the Board Chair or Audit Committee Chair.

9.2 Reference to Whistleblower Policy

Confidential reports may be made through the Company's dedicated whistleblower reporting channel as set out in the Whistleblower Policy. Covered Persons should refer to the Company's Whistleblower Policy for further information about reporting procedures, protections for reporters, and the investigation process. The Whistleblower Policy is available on the Company's intranet and website at www.orisium.com/investors/governance/whistleblower-policy.

9.3 External Reporting

In addition to internal reporting channels, Covered Persons may make reports to external authorities in appropriate circumstances:

• Australian Federal Police (AFP): The AFP is responsible for investigating foreign bribery offences under Division 70 of the Criminal Code Act. Reports may be made to the AFP directly via their online reporting mechanism or by contacting the AFP;
• Australian Securities and Investments Commission (ASIC): ASIC may investigate matters relating to breaches of the Corporations Act, including directors' duties and financial record keeping requirements;
• Australian Transaction Reports and Analysis Centre (AUSTRAC): For matters involving suspected money laundering or terrorism financing;
• State and Territory Authorities: Relevant state or territory anti-corruption bodies for matters involving domestic public officials.

9.4 Non-Retaliation

The Company is committed to protecting individuals who report suspected bribery or corruption in good faith. Reporters are protected by the Company's Whistleblower Policy and, where applicable, by Part 9.4AAA of the Corporations Act 2001 (Cth), which provides statutory protection for whistleblowers. The Company will not tolerate any retaliation against any person who makes a report in good faith. Any person who engages in retaliation will be subject to disciplinary action, up to and including termination of employment.

10.1 Induction Training

All new employees, directors, and contractors who are Covered Persons under this Policy must complete anti-bribery and corruption training as part of their induction. Induction training covers the key requirements of this Policy, the prohibition on bribery and corruption, how to recognise red flags, reporting obligations and channels, and the consequences of non-compliance.

10.2 Annual Refresher Training

All Covered Persons must complete refresher training on anti-bribery and corruption on an annual basis. Annual refresher training reinforces key Policy requirements, addresses any changes to applicable laws or Company procedures, and includes case studies and practical scenarios relevant to the Company's business.

10.3 High-Risk Role Training

Covered Persons in high-risk roles receive enhanced training tailored to their specific risk exposures. High-risk roles include those involving:

• Regular interaction with public officials;
• Procurement and contracting responsibilities;
• Management of third party relationships;
• Operations in high-risk countries;
• Financial management and approval authorities.

11.1 Board Oversight

The Board of Directors is responsible for overall oversight of the Company's anti-bribery and corruption compliance program. The Board's responsibilities include approving this Policy and any material amendments, receiving regular reports on the operation of this Policy and any compliance issues, ensuring appropriate resources are allocated to anti-bribery compliance, setting the tone from the top by demonstrating commitment to ethical conduct, and reviewing the effectiveness of the anti-bribery compliance program on an annual basis.

11.2 Chief Executive Officer Accountability

The Chief Executive Officer has overall accountability for the implementation and enforcement of this Policy. The CEO's responsibilities include ensuring that the Company's anti-bribery compliance program is implemented effectively, fostering a culture of compliance and ethical conduct throughout the organisation, ensuring that senior management support and promote compliance with this Policy, and reporting to the Board on material compliance matters.

11.3 Chief Financial Officer Financial Controls

The Chief Financial Officer is responsible for ensuring that appropriate financial controls are in place to prevent and detect bribery and corruption. The CFO's responsibilities include maintaining accurate books and records in accordance with section 7 of this Policy, implementing financial controls to ensure proper authorisation and documentation of payments, reviewing unusual or suspicious transactions, and ensuring that internal and external audits include appropriate testing of anti-bribery controls.

11.4 Company Secretary and Chief Legal Officer

The Company Secretary (or Chief Legal Officer) is the Policy Owner and is responsible for the day-to-day administration of this Policy. Responsibilities include overseeing the implementation of anti-bribery procedures, managing the Gifts Register, coordinating training and awareness programs, advising on Policy interpretation and application, investigating reported violations, and reporting to the Board and Audit Committee on compliance matters.

11.5 All Employees' Obligations

All Covered Persons are responsible for complying with this Policy in all their business dealings. This includes reading, understanding, and complying with this Policy, completing all required anti-bribery training, recognising and reporting red flags and suspected violations, recording gifts and hospitality in the Gifts Register, cooperating with investigations into potential violations, and seeking guidance when uncertain about whether conduct is permitted under this Policy.

12.1 Criminal Penalties for Individuals

Individuals who engage in bribery of a foreign public official under section 70.2 of the Criminal Code Act 1995 (Cth) face serious criminal penalties, including:

• Imprisonment: Up to 10 years imprisonment;
• Fines: Up to 10,000 penalty units (currently AUD $3,130,000 based on a penalty unit value of AUD $313 as at 1 July 2025);
• Disqualification: Individuals may be subject to disqualification orders preventing them from managing corporations.

12.2 Criminal Penalties for Corporations

Corporations that are found guilty of bribery offences, including the failure to prevent foreign bribery offence under section 70.5A, face substantial criminal penalties:

• Fines: Up to 100,000 penalty units (currently AUD $31,300,000), or if the court can determine the benefit obtained from the offence, three times the value of that benefit, or if the court cannot determine the benefit, 10 per cent of the annual turnover of the body corporate, whichever is greater.

12.3 Civil Penalties

In addition to criminal penalties, individuals and corporations may be subject to civil proceedings by the Australian Securities and Investments Commission (ASIC) for breaches of directors' duties, civil penalty orders under the Corporations Act, compensation orders requiring payment to persons who suffered loss or damage, and adverse publicity orders.

12.4 Proceeds of Crime Forfeiture

Under the Proceeds of Crime Act 2002 (Cth), assets derived from or used in connection with bribery and corruption offences may be subject to forfeiture. This includes proceeds of the offence (money, property, or benefits obtained as a result of the offence), instruments of the offence (property used in or in connection with the offence), and property suspected of being proceeds or instruments of crime may be restrained pending investigation and prosecution.

12.5 Reputational Consequences

Beyond legal penalties, bribery and corruption can cause severe reputational damage to both individuals and the Company. Consequences may include damage to the Company's brand and business relationships, loss of customer and investor confidence, debarment from government contracts and tenders, exclusion from industry associations and networks, negative media coverage and public scrutiny, and difficulty attracting and retaining talented employees.

13.1 Internal Disciplinary Action

Covered Persons who breach this Policy will be subject to disciplinary action by the Company. Depending on the nature and severity of the breach, disciplinary action may include:

• Formal written warning;
• Demotion or removal from position;
• Reduction or forfeiture of bonus or incentive payments;
• Mandatory retraining on anti-bribery and corruption requirements;
• Other disciplinary measures appropriate to the circumstances.

13.2 Termination

Serious breaches of this Policy may result in termination of employment for cause. A serious breach includes, but is not limited to, engaging in bribery or corruption, authorising or facilitating bribery or corruption by others, knowingly failing to report suspected bribery or corruption, obstructing an investigation into suspected bribery or corruption, and retaliating against any person who reports suspected bribery or corruption. Termination may occur without notice where permitted by law and the terms of the relevant employment agreement.

13.3 Criminal Referral

Where the Company becomes aware of conduct that may constitute a criminal offence, the Company may refer the matter to the Australian Federal Police or other appropriate law enforcement authorities. The Company will cooperate fully with any law enforcement investigation. The decision to refer a matter to law enforcement will be made by the Board or its delegate, taking into account the nature and severity of the conduct, the evidence available, applicable legal obligations, and the interests of justice.

13.4 Third Party Contract Termination

Third parties who breach anti-bribery and corruption provisions in their contracts with the Company may have their contracts terminated. The Company may also seek damages or other remedies available at law or under the contract. In serious cases, the Company may report the third party's conduct to relevant authorities.

14.1 Policy Owner

The Company Secretary (or Chief Legal Officer) is the designated Policy Owner and is responsible for the maintenance and administration of this Policy. The Policy Owner is responsible for ensuring this Policy remains current and fit for purpose, coordinating Policy reviews and updates, overseeing implementation of Policy requirements, responding to queries about Policy interpretation, and reporting to the Board on Policy effectiveness.

14.2 Annual Review

This Policy will be reviewed at least annually to ensure it remains effective and compliant with applicable laws and best practices. The annual review will consider changes to applicable laws and regulations, changes to the Company's business, operations, or risk profile, feedback from Covered Persons and other stakeholders, lessons learned from any compliance incidents or investigations, developments in anti-bribery and corruption best practices, and the results of any audits or assessments of the anti-bribery compliance program.

14.3 Amendment Process

Material amendments to this Policy require approval by the Board of Directors. The Policy Owner may make minor administrative amendments to this Policy without Board approval, provided such amendments do not alter the substance or intent of the Policy. All amendments will be documented, and the amended Policy will be communicated to all Covered Persons.

14.4 Related Documents

This Policy should be read in conjunction with the following Company policies and documents:

• Code of Conduct;
• Whistleblower Policy;
• Conflicts of Interest Policy;
• Delegated Authority Framework;
• Third Party Due Diligence Procedures;
• Gifts and Hospitality Register Procedures.