SMARTLY.IO GROUP
ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

 SMARTLY.IO GROUP

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

Last updated: November 2023

Policy Statement and Scope

Smartly.io Solutions Oy and its subsidiaries and affiliates (collectively, the “Company”) are committed to transacting business with integrity, acting ethically and legally in accordance with all applicable anti-bribery and anti-corruption laws. The Anti-Bribery and Anti-Corruption Business Policy (the “Policy”) establishes principles that must govern our conduct and reinforce our commitment and obligation to act honestly and ethically in all of our business dealings. As part of this commitment, Company policy prohibits any participation or involvement in bribery or corrupt activities in any country in which the Company conducts business. 

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This Policy applies to all employees (whether temporary, fixed-term, or permanent), officers, Trustees, Board, and/or committee members at any level, wherever located with respect to their activities on behalf of the Company (hereinafter collectively referred to as “Employees”). The Company also expects anyone who acts on behalf, or in the interest, of the Company – including but not limited to business partners, agents, contractors, distributors and consultants (hereinafter collectively referred to as “Business Partners” and, together with Employees, “Business Associates”) – to comply with all applicable anti-bribery and anti-corruption laws and the Policy.

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1. What is Bribery and Corruption?
Bribery refers to the act of offering, giving, promising, asking, agreeing, receiving, accepting, or soliciting something of value or of an advantage so as to induce or influence an action or decision. This includes kickbacks—giving a payment to someone who helps facilitate a transaction. It is important to understand that:

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● A bribe refers to any inducement, reward, or object/item of value offered to another individual to gain commercial, contractual, regulatory, or personal advantage.

● Bribery and corruption are not only against our Company values; they are illegal and can expose both Business Associates and the Company to fines and penalties, including imprisonment and reputational damage.

● Bribery is not limited to the act of offering a bribe. If an individual is on the receiving end of a bribe and they accept it, they are also breaking the law.

● Bribery is illegal. Business Associates must not engage in any form of bribery, whether it be directly, passively (as described above), or through a third party.Business Associates must not bribe a foreign public official anywhere in the world. They must not accept bribes to any degree and if they are uncertain about whether something is a bribe or a gift or act of hospitality, they must seek further advice from the company’s legal department.

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Corruption is dishonest or fraudulent conduct by those in power, typically involving bribery. A corrupt act has occurred even if:

● A bribe does not succeed.

● A person authorizes or provides direction for a bribe, but no bribe is ultimately offered or paid. “Something of value” includes, but is not limited to:

● Cash, cash equivalents (such as gift certificates/cards), stock, personal property, and assumption or forgiveness of a debt.

● Gifts, meals, entertainment, and travel—any corporate travel, gifts, entertainment, and meals must be proportionate to the occasion, have the proper approvals, and comply with the gift & entertainment policy/standards applicable to your location.

● Political contributions.

● Charitable contributions—if made to a charity at the direct request of a government official or private business partner, it could be considered an indirect bribe made in order to obtain or retain business or to secure other improper

business advantage.

● Job offers or internship awards—offers to government officials (or their relatives) can present a risk of violating anti-bribery or anticorruption laws and regulations. The Company’s CFO and General Counsel must be consulted.

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2. General Requirements to Prevent Bribery and Corruption
2.1. Business Associates may not directly or indirectly make, promise, approve, authorize, or offer to give to anyone – or accept or solicit from anyone – anything of value (including but not limited to cash payments) to improperly induce the recipient to take (or to refrain from taking) action that would bestow a commercial benefit or advantage on the Company or any other party.

2.2. Giving things of value to family members, close associates or favored organizations of business partners, potential business partners or public officials should follow the same limitations set forth for Gifts, Entertainment and Hospitality as defined below in this policy, as such actions may be interpreted as attempts to circumvent these rules.

2.3. Business Associates may not take any actions for the purpose of circumventing the requirements of the Policy. For example, a Business Associate may not ask or otherwise use a third party to do something that is forbidden by this Policy.

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3. Dealing with Public Officials
3.1 Business Associates are not permitted to directly or indirectly make or offer facilitation payments to any Public Officials. A “facilitation payment” is any payment to a Public Official to secure or expedite the performance of a routine, non-discretionary governmental action. Examples of facilitation payments include payments to expedite the processing of licenses, permits or visas for which all paperwork is in order. If a Business Associate receives or becomes aware of a request or demand for a facilitation payment or bribe in connection with work for the Company, the Business Associate must report such request or demand promptly to his or her primary manager or the Company’s CFO before taking any further action.

3.2 While it is the policy of the Company to prohibit bribery of any kind (in both the private and public sectors), interactions with Public Officials (defined below) must be monitored especially closely due to the increased risk for violations of applicable anti-bribery and anti-corruption laws. Bribery of Public Officials is against the law in every country and often carries criminal penalties for both the individual and the company. Accordingly, any financial or business dealings, and any gifts or entertainment/ hospitality, involving such persons will be scrutinized with particular care, both by the Company and by people outside the Company.

3.3 In addition, many countries have laws against the bribery of Public Officials in countries other than their own. Therefore, it is important to remember that any bribe would create problems for you and the Company in more than one legal jurisdiction. Thus, all interactions with Public Officials should comply fully with this Policy in order to avoid any appearance of impropriety on behalf of the Company.

3.4 For the purposes of this Policy, a “Public Official” includes: (i) any officer or employee of a government or any department, agency or instrumentality thereof (including a government-owned or government-controlled state enterprise or a state-run facility or system) or of a public international organization, such as the United Nations or the World Bank; (ii) any person acting in an official capacity for or on behalf of a government or

government entity or of a public international organization, any political party or party official or any candidate for political office (including, for example, consultants who hold government positions, employees of companies owned or controlled by governments, civil servants, administrative and judicial officers, political candidates and members of the military). Though they are not themselves Public Officials, interactions with family members of, and others closely associated with, Public Officials are subject to the same restrictions as interactions with Public Officials.

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4. Gifts, Hospitality, and Entertainment

In many countries, gifts, hospitality, and entertainment play an important role in legitimate and appropriate business protocols and customs. However, when provided inappropriately, gifts, hospitality, and entertainment may violate one or more laws. This Policy does not prohibit normal, appropriate and modest gestures of hospitality and goodwill to or from Business Associates, so long as the giving to receiving of gifts meets the requirements of this Section 5.

4.1. All gifts, hospitality, and entertainment must be:

a. done in the normal course of the Company’s business and without theintention of, or without a reasonable prospect of, influencing a BusinessAssociates to obtain or retain an improper business advantage, or toreward the provision or retention of an improper business advantage, orin explicit or implicit exchange for favours or benefits;

b. Infrequent, meaning it is not given or received frequently between the same individuals;

c. not be cash or a cash equivalent (e.g. a voucher or gift certificate);

d. given in the name of the company, not in an individual’s name;

e. transparent and documented;

f. legal under all applicable anti-bribery and anti-corruption laws, including applicable local laws;

g. reasonable and an appropriate type and value in the applicable country/region and given at an appropriate time; and

h. never given or accepted if any improper action is expected in return.
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4.2. Before giving or accepting gifts, hospitality, or entertainment that deviates from any of the aforementioned requirements, you must obtain prior written approval from the Company’s CFO.
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4.3. Gifts or hospitality should not be ever offered to public officials or government representatives, or politicians or political parties, without the prior approval of the CFO.

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5. Engaging Business Partners
Before engaging a Business Partner, Business Associates must:

● Determine that there is a legitimate business-related reason for engaging the Business Partner;

● Conduct appropriate due diligence to ensure that the Business Partner is reputable, such as through an in-person interview, a visit to the Business Partner’s premises, reviewing the credentials of the Business Partner, and/or obtaining independent business references;

● Confirm that the Business Partner is qualified to perform the required service and has sufficient capacity to do so; and

● Ensure that the Business Partner’s proposed compensation is based on prevailing industry standards and is commensurate with his/her experience and the services to be rendered.

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When engaging a Business Partner, Business Associates must:

● Discuss the Company’s anti-corruption compliance expectations (as reflected in this Policy and applicable anti-corruption laws) with theBusiness Partner, and bring to the attention of the Company’s CFO any concerns or suspicions that the Business Partner might not meet those

expectations; and

● Include in all contracts with Business Partners provisions requiring compliance with applicable anti-corruption laws and providing indemnification for any costs or penalties stemming from the BusinessPartner's violations of anti-corruption laws.

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After engaging a Business Partner, Business Associates must:

● Monitor the Business Partner’s actions and activities on behalf of Company and report any suspicious activities to the Company’s CFO; and

● In appropriate circumstances as directed by the Company’s CFO, provide, or arrange for, compliance training of the Business Partner and auditing of the Business Partner’s business operations.

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6. Charitable Donations and Political Contributions

a. Contributions to political candidates or political parties, as well as donations to charitable organizations in which Public Officials possess a role (such as director or trustee), raise issues under applicable anti-bribery and anti corruption laws.

Accordingly, no political contributions or charitable donation may be offered or made on behalf of the Company unless pre-approved in writing by the Company’s CFO.

b. To the extent permitted by applicable law, Business Associates may participate in political and charitable activities with their own money and on their own time. Such activities must be undertaken in a way that makes clear to an outside observer that they are unrelated to any business of the Company.

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7. Books and Records

The corporate books and records of the Company must accurately and completely reflect, in reasonable detail, the Company’s transactions and activities, including the nature and purpose of the transaction or activity. No false, inaccurate, or incomplete entry may be made in our books or records for any reason. Accounting and finance personnel, with assistance from the Company’s CFO when necessary, will confirm that the Company’s books and records meet this requirement, through periodic reviews and other means

8. Responsibilities in Support of This Policy

A. Compliance with this Policy is mandatory. Participation in, and adherence to, theprinciples and requirements set out in this Policy will be elements of each Employee’s annual evaluation and will affect decisions concerning compensation, promotion and retention.

B. Employees who violate this Policy are subject to disciplinary action, including dismissal. Business Partners who violate this Policy are subject to termination of all commercial relationships with the Company.

C. To promote compliance, Business Associates may be required to participate in compliance training (this could be yearly, quarterly, etc.), or when and as determined by the Company’s CFO.

D. In addition, to ensure that we maintain our reputation for integrity and fairness, Employees must ensure that this Policy is clearly understood and followed by others acting on behalf of the Company, including our Business Partners.

E. Any questions regarding this Policy should be raised with the Company’s CFO and the General Counsel.

F. Business Associates are expected to raise concerns related to potential violations of thisPolicy or applicable anti-bribery and anti-corruption laws. Reports may be made to your supervisor or the Company’s CFO. Such reporting is encouraged. Failure to communicate in such circumstances may result in disciplinary action or termination of contract.

G. Any such report may be made anonymously. To understand how to report violations anonymously please see the Smartly Code of Conduct. Under no circumstances will yoube subject to retaliatory actions for reporting in good faith a suspected or actual violation. No one in the Company will be allowed to retaliate against you and attempts to do so will be subject to disciplinary action.

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9. Reporting Suspected Non-Compliance.

If we witness, or even suspect, a violation of this policy or the law, we promptly report it. Smartly.io has established a Compliance Committee comprised of the General Counsel, the Head of People & Learning and the Chief Financial Officer. All violations or suspected violations of this policy should be promptly reported to the Compliance Committee. If you are not comfortable reporting it to any of those people, then you should make your report directly to the Legal Department or the Smartly.io Ethics & Compliance Hotline either online at www.smartly.ethicspoint.com or at the numbers on the website for your location. Reports made on the Ethics Hotline or on the portal may be made on a confidential and anonymous basis. If you make an anonymous report, please provide as much detail as possible, including copiesof documents you believe relevant to the matter.Hotline numbers are also listed below for ease of reference. If you do not see your location listed below, please go directly to the website above to locate the reporting hotline number.

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