1. Policy Statement

The Cactus Communications group (“CACTUS / we / our / us”) is dedicated to fostering a culture of integrity, professionalism, and ethical conduct. As a global organization providing scientific communication solutions, we recognize the importance of maintaining the highest standards of business ethics. In line with our guiding principles, we have established an Anti-Bribery and Anti-corruption Policy that serves as a cornerstone in our commitment to combat bribery and corruption in all its form.

Our guiding principles serve as the foundation upon which we build our culture, make decisions, and interact with Stakeholders. One of our guiding principles is “Do what is right even if it is hard”. We firmly believe in doing what is right, even when no one is watching. Our Anti-Bribery and Anti-corruption Policy reflects our dedication to integrity, ethical conduct and compliance with applicable laws and regulations. It ensures that we maintain the trust of our Stakeholders and protect our reputation as a trustworthy and reliable organization.

2. Purpose

1. The policy emphasizes CACTUS’s zero-tolerance approach to bribery and corruption or facilitation payment in any form, whether in government or non-government
2. We ensure at all times to uphold all the applicable international and local anti-bribery and anticorruption
3. The purpose is to spread awareness about the possible misconducts related to bribery and corruption and ensure that there are adequate procedures in order to prevent Associates’ involvement in any such activity, even where the involvement may be unintentional, and to set responsibility for Associates to vigilantly observe and uphold the position against bribery and

3. Scope and applicability

This Anti-bribery and Anti-corruption Policy (hereinafter, “Policy”) applies to all Associates and Business Partners working for or on behalf of CACTUS or its affiliates (referred to as “you” or “your” in this Policy).

4. Definitions

“Associates” shall mean all directors, officers, managers, employees (whether full-time, temporary, or part- time), trainees, interns, etc. of CACTUS or its affiliates, wherever located.

“Business Partners” shall mean any individual or organization, who/ which come into contact with CACTUS or transact with CACTUS including but not limited to all past, current and potential clients, consultants, vendors, suppliers, business contacts, intermediaries, advisors, agents, including their employees, freelancers, and contractors.

“Bribery” shall mean an act of offering, giving, receiving, or soliciting of any item of value, reward, or advantage to influence the actions or decisions of a person to the benefit/interest of the giver.

“Corruption” shall mean to include a wrongdoing on the part of any authority or those in power or any persons, through means that are illegitimate, immoral or incompatible with ethical standards and is associated with bribery and includes extortion, fraud, influence peddling, embezzlement and such other dishonest acts.

“Facilitation Payments” mean typically small, unofficial payments (sometimes known as “grease payments”) made to secure or expedite a routine government action by a government official.

“Kickbacks” are typically payments made to commercial organizations in return for a business favor/ advantage, such as a payment made to secure the award of a contract.

“Gifts and Hospitality” mean something that is given to another person including but not limited to cash or its equivalent, entertainment vouchers, favors, gifts, accommodation, invitation to a meal, or an event or any item having any cost or financial value.

“Government Officials” shall mean officials, associates, employees, agents, representatives, and advisors of a federal, national, state, provincial, local, or municipal government, public bodies, and political parties and also includes politicians and their family members.

“Stakeholders” shall mean collectively all Associates and Business Partners

5. What is not acceptable?

5.1 Facilitation Payments and Kickbacks

You shall neither make nor accept Facilitation Payments or Kickbacks of any kind to/from any and/or Government Officials. You must also desist from any activity that might lead to or suggest that a Facilitation Payment or Kickback will be made or accepted by CACTUS.

Guidance on how to avoid making Facilitation Payments:

Any Government Officials demanding payments to perform routine government actions may often put people acting on behalf of CACTUS in very difficult positions. Therefore, there is no easy solution to the problem. However, the following steps may help:

1. Insist on official receipts for any payment you make
2. Report suspicions, concerns, queries and demands for Facilitation Payments to the higher ups and to local enforcement authorities and refuse to make such
3. In case of circumstances where you are under any kind of threat and you must make such payments, it is your immediate responsibility to contact your reporting manager or the point of contact at CACTUS, as the case may be, as soon as possible after the event, so that the incident can be properly recorded, reviewed, and accounted

5.2 Gifts and Hospitality

In any circumstance we do not permit offering or accepting Gifts and Hospitality to/from Stakeholders or Government Officials. Loans from any persons or companies having or seeking business advantage from/to CACTUS (except for loans which are on arm’s length basis and/or are taken from recognized financial institutions) should not be accepted. All relationships with those who CACTUS deals with should be cordial, to ensure all parties to any transaction are acting in their own interest and are not subject to any pressure from any other party.

It is not acceptable for you (or someone on your behalf) to:

1. Accept an offer of any Gifts and Hospitality of any size from any Stakeholder or Government Official. Example: An agent gives your nephew a job but makes it clear that in return they expect you to use your influence in CACTUS to ensure we continue to do business through them. It is an offence for an agent to make such an It would also be an offence for any Associate to accept the offer to gain a personal advantage.
2. Give, promise to give or offer, any Gifts and Hospitality or advantage with the expectation or hope that a business advantage will be given or received or to reward a business advantage already given. Example: You offer tickets to a potential client for a major sporting event, but only if they agree to do business with us. This would be an offence as you are making the offer to gain a business and commercial advantage. It may also be an offence for the potential client to accept our
3. Give, promise to give or offer, any payment, Gifts and Hospitality to a Government Official, agent orrepresentative to “facilitate” or expedite a routine Example: A Government Official suggests a contribution should be made to his favorite charitable organization and in return he would be able to influence the decision-making process for license approvals.
4. Enter into any corrupt practices to gain or provide a business Example: You commit an income-revenue-generating contract for an acquaintance without adequate assessment of other similar vendors and/or continue to work with an acquaintance despite complaints of poor-quality work/harassment from the acquaintance. This would be treated as an offence as it will be treated asgiving a business advantage to your acquaintance over other potential and deserving vendors.

The points stated above are illustrative in nature and in no way intended to limit the applicability of this Policy.

This Policy does not prohibit normal and appropriate gifts, hospitality, entertainment and promotional or other similar business expenditure. However, the key determining factor for appropriateness of the Gifts and Hospitality and/or its value would be based on facts and circumstances under which such Gifts and Hospitality are provided.

Exceptions: The giving or receiving Gifts and Hospitality are acceptable under this Policy if all the following requirements are met:

1. It is not made with the intention of influencing a Stakeholder to obtain/ retain business or a business advantage or to reward a business advantage or for any other corrupt purpose;
2. It complies with local laws and customs;
3. It is appropriate in the circumstances. For example, it is customary for small gifts to be given at festive times, such as during Christmas time in the U.S., during Diwali time in India, during Spring Festival in China and so on;
4. Considering the reason for the Gifts and Hospitality, it is of an appropriate type and value and given at an appropriate time;
5. It is given openly, not secretly and in a manner that avoids the appearance of impropriety;
6. It is intended to improve the image of CACTUS, better present its services or establish cordial relations; and we may accept an invitation to a meal, entertainment or a sports event which is within the scope of social formality and not excessively extravagant, expensive or frequent. Such invitations should ideally be pre-cleared by the reporting manager (who should ensure that such an invitation meets the above criteria and is unlikely to create a conflict of interest).

5.3 Charitable Contributions

CACTUS accepts and indeed encourages the act of donating to charities, whether through services, time, or direct financial contributions (cash or otherwise) and disclose all charitable contributions it makes. CACTUS will ensure that all charitable donations made are legal and ethical under local laws and practices, and the donations are not offered/made without the notice of management. You must be careful to ensure that charitable contributions are not used to facilitate and conceal acts of bribery.

6. Your Responsibilities

6.1 Do’s

In order to maintain the highest standards of integrity, with respect to any dealings with a Stakeholder, you must ensure that

1. each Stakeholder within your work area is briefed on this
2. fees and commissions agreed shall be appropriate and justifiable remuneration for legitimate services
3. contractual agreements shall include appropriate wording making it possible to withdraw from the relationship if any of the Stakeholders fail to abide by this
4. all expense claims relating to Gifts and Hospitality or charitable contributions are submitted in accordance with this Policy and specifically record the reason for the
5. all relationships with those whom CACTUS deals with must be on arm’s length

6.2. Don’ts

It is prohibited for you to:

1. Threaten or retaliate against, another Stakeholder who has refused to commit a bribery offence or who has raised concerns under this Policy
2. Engage in any activity that might lead to a breach of this Policy

CACTUS encourages openness and will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken.

7. Books, Records, and Internal Control Requirements

Accurate and complete recordkeeping is essential to the successful operation of CACTUS, as well as to our ability to meet our legal and regulatory obligations. Expenses and entries must never be hidden or purposefully misclassified in order to facilitate or conceal improper payments or arrangements. All business units and entities must maintain an effective system of internal control and monitoring of our transactions.All books and records should be prepared and maintained with accuracy and completeness.

8. Communication

It is our commitment to ensure that this Policy is available and understood throughout our organization through proper communication and there are adequate procedures to combat Bribery and Corruption risks and threats. To meet this objective,

1. Dissemination of this Policy for new employees shall be carried out at the time of
2. This Policy will be shared with all existing Associates. If you have any query about this Policy, you should contact your reporting
3. CACTUS’ zero-tolerance approach to bribery and corruption should be communicated to all Business Partners, wherever possible, at the outset of CACTUS’ business relationship with them or as appropriate

9. Raising a Concern or Complaint

The prevention, detection and reporting of bribery and other forms of corruption is the responsibility of all those working for or with CACTUS. You are required to avoid any activity that might lead to or suggest a breach of this Policy.

Any person who has reason to believe that a violation of this Policy has occurred, or may occur, must promptly report this information to the Grievance Committee (GC) by writing to grievance@cactusglobal.com.

CACTUS requests all Stakeholders to approach issues of bribery and corruption in a manner that is consistent with the principles set out in this Policy.

10. Zero Retaliation

CACTUS is committed towards no retaliation provisions towards Stakeholders who file reports or complaints under this Policy. CACTUS aims to prevent victimization and other retaliatory behavior towards the Stakeholders, so they aren’t afraid to speak up about any issues. To ensure that this Policy is adhered to and to assure that the concerns or grievances will be acted upon seriously, CACTUS shall ensure that:

1. the Stakeholder reporting under this Policy is not victimized and adequate safeguards against such victimization are provided;
2. complete confidentiality of the reporting Stakeholder is maintained;
3. suitable action is taken against any person violating this

11. Monitoring and Review

CACTUS will establish and put in place appropriate measures wherever required, to ensure compliance with the relevant policies, procedures, and controls.

CACTUS will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy, and effectiveness. Any improvements identified will be made as soon as possible. CACTUS reserves the right to amend, suspend or terminate this Policy at any time, at its sole discretion, with or without notice.

12. Disciplinary Action

Non-compliance with the Policy by a Stakeholder may result in criminal or civil penalties which will vary according to the offence. An Associate acting in contravention of the Policy will also face disciplinary action up to and including summary dismissal. A Business Partner acting in contravention of the Policy will also result in suspension of payment and termination of all contracts and association with them.

Version	Version 1.0
Effective Date	5th June 2023
Location	Global
Applicability	Applies to all countries and territories where CACTUS operates