Anti-Bribery and Anti-Corruption Policy

1. Purpose and commitment

1.1 Curvo (the Company) does not pay bribes, does not accept them, and does not permit anyone acting on its behalf to do either. This applies wherever the Company operates and irrespective of local custom or commercial pressure.

1.2 The Company is committed to conducting its business honestly and with integrity, and to complying with the Bribery Act 2010 and with the anti-bribery and anti-corruption laws of each jurisdiction in which it carries on business. Where the requirements of this Policy are stricter than applicable local law, this Policy applies.

1.3 The Board of Directors has approved this Policy and is responsible for ensuring that it is implemented and that the Company maintains procedures that are proportionate to the bribery risks it faces.

1.4 This Policy forms part of the Company's wider compliance framework and should be read together with the Code of Conduct, the Gifts and Hospitality Register, the Whistleblowing Policy and the Supplier Code of Conduct.

2. Scope

2.1 This Policy applies to all directors, officers and employees of the Company and of each of its subsidiaries, whether permanent, fixed term or temporary, and to all consultants, contractors, agency workers, secondees, interns and volunteers engaged by any of them (together, Personnel).

2.2 The Company expects each Associated Person to comply with this Policy or to maintain equivalent standards of its own. The Company's contractual arrangements with Associated Persons will, where the Company considers it appropriate having regard to the risk involved, require compliance with this Policy and permit termination for breach.

2.3 This Policy applies to all business activities of the Company in all jurisdictions, including activities conducted through joint ventures, consortia and other arrangements in which the Company participates.

3. Definitions

3.1 In this Policy:

• Associated Person means any person or entity who performs services for or on behalf of the Company, in whatever capacity, and includes agents, distributors, resellers, introducers, intermediaries, subcontractors, suppliers, joint venture partners and any other third party acting on the Company's behalf.
• Bribe means a financial or other advantage of any kind, whether offered, promised, given, requested, agreed to be received or accepted, directly or through a third party, which is intended to induce or reward the improper performance of a relevant function or activity, or which the recipient knows or believes constitutes such an inducement or reward. It is not necessary for the advantage to be paid, or for the improper conduct to occur, for a Bribe to have been offered.
• Compliance Officer means the person appointed by the Board from time to time to administer this Policy, being at the date of this Policy the Chief Executive Officer.
• Facilitation Payment means a payment or other advantage, typically small and unofficial, made to a Public Official to secure or expedite the performance of a routine or necessary governmental action to which the payer is already entitled.
• Public Official means any person holding a legislative, administrative or judicial position of any kind, whether appointed or elected; any person exercising a public function on behalf of a country, territory, public agency or public enterprise; any officer or employee of a state-owned or state-controlled entity; any official or agent of a public international organisation; any political party, party official or candidate for political office; and any member of the immediate family of any of the foregoing.
• Kickback means the return of a sum already paid, or due to be paid, as a reward for awarding or furthering business.

3.2 References to the Company include each of its subsidiaries. Headings are for convenience only.

4. Prohibited conduct

4.1 No member of Personnel shall, and the Company shall not permit any Associated Person to:

• (a) offer, promise or give a Bribe to any person;
• (b) request, agree to receive or accept a Bribe from any person;
• (c) offer, promise or give a financial or other advantage to a Public Official, or to a person at the request of or with the acquiescence of a Public Official, with the intention of influencing that official in the performance of their public functions in order to obtain or retain business or an advantage in the conduct of business;
• (d) make or accept a Kickback;
• (e) engage or retain any Associated Person where there is reason to believe that the Associated Person has offered, promised or given, or intends to offer, promise or give, a Bribe in connection with the Company's business; or
• (f) do anything which is intended to, or which does, circumvent or obstruct the operation of this Policy, including by using a family member, friend, third party or personal funds to do indirectly what this Policy prohibits.

4.2 A Bribe may take any form. It is not confined to cash and includes gifts, hospitality, travel, loans, fees, rebates, discounts, employment or internship offers, contracts, charitable donations, sponsorships, political contributions, the provision of services and any other thing of value, whether or not it has an obvious monetary value.

4.3 The Company will not pursue or accept any business which cannot be obtained or retained without a breach of this Policy. Personnel who lose business or suffer any other detriment as a result of refusing to pay or accept a Bribe will not be subject to any adverse treatment by the Company for that reason.

5. Facilitation payments

5.1 Facilitation Payments are prohibited. This prohibition applies regardless of the amount, whether the payment is customary in the jurisdiction concerned and whether it is requested by the Public Official or offered by Personnel.

5.2 Personnel who are asked to make a Facilitation Payment must refuse, must explain that the Company does not make such payments, and must report the request to the Compliance Officer as soon as practicable.

5.3 Where Personnel reasonably believe that a payment is required to protect against an imminent threat to life, liberty or physical safety, the payment may be made. Any such payment must be reported to the Compliance Officer immediately afterwards and recorded in full. Such a payment is not a Facilitation Payment for the purposes of this Policy, but the Company will nonetheless review the circumstances in each case.

6. Gifts, hospitality and entertainment

6.1 The Company recognises that the exchange of gifts and hospitality of modest value can form a legitimate part of building business relationships. Gifts and hospitality must not, however, be offered, given or accepted where they could be perceived as an attempt to influence a business decision, to secure an improper advantage, or to reward one.

6.2 Gifts and hospitality offered or received by Personnel must:

• (a) be given or received openly and in the Company's name, not in the name of any individual;
• (b) be reasonable and proportionate in value and frequency having regard to the seniority of the recipient, the nature of the relationship and local norms;
• (c) not be in cash or a cash equivalent (which for these purposes includes vouchers, gift cards, securities and loans);
• (d) not be offered to, or accepted from, any person during a tender, contract negotiation, renewal or dispute in which the Company and that person are involved;
• (e) not be solicited; and
• (f) comply with the policies of the recipient's own organisation, where known.

6.3 Any gift or hospitality with a value in excess of £50 per person, or any series of gifts or hospitality to or from the same person or organisation with an aggregate value in excess of £150 in any twelve month period, requires prior written approval from the Compliance Officer and must be recorded in the Gifts and Hospitality Register. Approval will not ordinarily be given for gifts or hospitality involving Public Officials, which are subject to clause 9.

6.4 Travel and accommodation expenses for third parties may be met by the Company only where there is a clear business purpose, the itinerary is confined to that purpose, expenses are paid directly to the provider rather than to the individual, and prior approval has been obtained from the Compliance Officer.

6.5 Where a gift cannot be refused without causing offence, it may be accepted on behalf of the Company, reported to the Compliance Officer and dealt with as the Compliance Officer directs, which may include donation to charity or use for the benefit of Personnel generally.

7. Political and charitable contributions and sponsorship

7.1 The Company does not make contributions of any kind to political parties, political organisations or candidates for political office, whether in the United Kingdom or elsewhere. Personnel may make personal political contributions in their own name and from their own funds, provided that no reference is made to the Company and no reimbursement is sought.

7.2 Charitable donations and sponsorships may be made only where they are lawful, are made to a bona fide organisation, are made openly and not at the request of a customer, supplier or Public Official in connection with any business decision, and have been approved in advance by the Compliance Officer. The Company will not make a donation or sponsorship where it has reason to believe that the recipient organisation is connected with a person who is in a position to influence a decision affecting the Company's business.

7.3 All donations and sponsorships must be recorded in the Company's books and records with sufficient detail to identify the recipient, the amount, the purpose and the person who approved them.

8. Third parties and business partners

8.1 The Company may be liable for a Bribe paid by an Associated Person even where the Company had no knowledge of it. Before engaging any Associated Person who will interact with third parties on the Company's behalf, and periodically during the relationship, the Company will carry out due diligence proportionate to the bribery risk presented by the engagement, taking into account the country of operation, the sector, the nature of the services, the level of contact with Public Officials, and the reputation and ownership of the Associated Person.

8.2 Red flags which require escalation to the Compliance Officer before an engagement proceeds include, without limitation:

• (a) a request for payment in cash, to a third party, to an account in a jurisdiction unconnected with the services, or in a manner inconsistent with the contract;
• (b) a commission, fee or discount which appears excessive relative to the services provided or which is not clearly justified;
• (c) a refusal to agree to anti-bribery contractual terms or to permit audit;
• (d) a recommendation from, or a family or business connection with, a Public Official or a customer decision-maker;
• (e) a lack of relevant experience or resources, or a reluctance to disclose ownership; and
• (f) a history of allegations of bribery, fraud or similar misconduct.

8.3 Where the risk assessment justifies it, the Company's agreements with Associated Persons will include an obligation to comply with this Policy or with anti-bribery standards no less stringent, a right to audit, a right to terminate on breach, and a requirement to maintain accurate books and records. Payments to Associated Persons will be made only against a written contract and a proper invoice, in accordance with the contract, and to the contracting party.

8.4 Personnel must not engage an Associated Person, or continue an engagement, where they know or have reason to suspect that the Associated Person has paid, or is likely to pay, a Bribe in connection with the Company's business. Wilful blindness is not a defence.

9. Public officials and conflicts of interest

9.1 Dealings with Public Officials present a heightened risk. No gift, hospitality, travel, accommodation or other advantage may be offered or given to a Public Official, or to a person connected with a Public Official, without the prior written approval of the Compliance Officer, save for hospitality of nominal value provided in the ordinary course of a meeting at the Company's premises.

9.2 Personnel must declare to the Compliance Officer any personal, family or financial relationship with a Public Official, customer, supplier or competitor which could give rise to a conflict of interest, or the appearance of one, in the performance of their duties. Declarations will be recorded and the Compliance Officer will determine what steps, if any, are required.

9.3 Offers of employment, internships or work experience to Public Officials, or to persons connected with a Public Official or with a customer, must be referred to the Compliance Officer before any offer is made, and must be made on the basis of merit through the Company's ordinary recruitment process.

10. Records and financial controls

10.1 The Company will keep books, records and accounts which accurately and fairly reflect its transactions and the disposition of its assets in reasonable detail. No undisclosed or unrecorded account, fund or asset may be established or maintained for any purpose.

10.2 All expense claims relating to gifts, hospitality, travel or payments to third parties must be submitted in accordance with the Company's expenses procedure, must record the reason for the expenditure and the identity of the recipient, and must be supported by receipts.

10.3 Personnel must not make, or permit to be made, any false, misleading or incomplete entry in the Company's books and records, and must not conceal, mischaracterise or omit any payment or transaction.

10.4 Cash payments to or from third parties are not permitted save with the prior written approval of the Compliance Officer, and then only where documented in full.

11. Risk assessment

11.1 The Compliance Officer will carry out and document an assessment of the Company's exposure to bribery risk at least annually and additionally on any material change in the Company's business, markets, customer base or use of Associated Persons. The assessment will consider country risk, sectoral risk, transaction risk, business opportunity risk and business partnership risk.

11.2 The findings of each risk assessment will be reported to the Board and will inform the scope of due diligence, the content of training and any revisions to this Policy or the procedures supporting it.

12. Training and communication

12.1 All Personnel will receive training on this Policy on joining the Company and at regular intervals thereafter, and in any event not less than once every two years. Personnel in roles which the risk assessment identifies as higher risk, including sales, procurement, finance and those dealing with Public Officials or Associated Persons, will receive additional training appropriate to their role.

12.2 Completion of training will be recorded and monitored by the Compliance Officer.

12.3 This Policy will be published on the Company's website and made available to Personnel through the Company's internal systems. The Company's zero-tolerance approach to bribery will be communicated to Associated Persons at the outset of the relationship and, where appropriate, reflected in contractual terms.

13. Raising concerns and non-retaliation

13.1 Personnel are required to report, as soon as practicable, any request for a Bribe, any offer of a Bribe, any suspected breach of this Policy and any other conduct which they reasonably believe may be inconsistent with it, whether the conduct is that of Personnel, an Associated Person or any other party dealing with the Company.

13.2 Reports may be made to the Compliance Officer, to any director, or through the confidential reporting channel described in the Whistleblowing Policy at leo@curvo.ai. Where a concern relates to the Compliance Officer, or where the reporter is for any reason uncomfortable reporting to the Compliance Officer, the report may instead be made to the Chief Product Officer at anuj@curvo.ai. Reports may be made anonymously, although the Company may be limited in its ability to investigate a concern where the reporter cannot be contacted.

13.3 The Company will investigate all reports promptly and, so far as is consistent with a proper investigation and any legal or regulatory obligation, confidentially. The Compliance Officer will maintain a record of each report received and the action taken.

13.4 No person who raises a concern in good faith, or who refuses to pay or accept a Bribe, will suffer dismissal, disciplinary action, threats or any other detrimental treatment as a result, even if the concern proves to be mistaken. Any Personnel who victimise or retaliate against a person who has raised a concern will be subject to disciplinary action, which may include dismissal. Personnel who believe they have suffered such treatment should report it to the Compliance Officer or through the Whistleblowing Policy.

14. Breach and consequences

14.1 Breach of this Policy by Personnel is a disciplinary matter and may result in dismissal for gross misconduct. Failure to report a known or suspected breach, and failure to complete required training, may also be treated as misconduct.

14.2 Breach of this Policy by an Associated Person may result in suspension or termination of the relevant engagement and, where the Company's contractual terms so provide, a claim for losses suffered.

14.3 An individual convicted of an offence under the Bribery Act 2010 may be liable to imprisonment for up to ten years and an unlimited fine. The Company may be liable to an unlimited fine, to debarment from public contracts and to serious reputational damage. The Company will report conduct which it reasonably believes to be criminal to the relevant authorities and will co-operate with any resulting investigation.

15. Responsibility, monitoring and review

15.1 The Board has overall responsibility for this Policy and for ensuring that the Company's anti-bribery procedures are adequate, proportionate and effective. The Compliance Officer has day-to-day responsibility for implementing this Policy, for monitoring its use and effectiveness, for maintaining the registers and records referred to in it, and for dealing with any queries as to its interpretation.

15.2 Managers at all levels are responsible for ensuring that those reporting to them understand and comply with this Policy and receive the required training.

15.3 The Compliance Officer will report to the Board at least annually on the operation of this Policy, including the number and nature of reports received, the outcome of any investigations, gifts and hospitality approvals, due diligence undertaken on Associated Persons, training completion and any recommended changes.

15.4 This Policy will be reviewed by the Compliance Officer and approved by the Board at least annually, and more frequently where a change in law, in the Company's business or in the risk assessment requires it.

15.5 This Policy does not form part of any contract of employment and may be amended by the Company at any time.

16. Document control