ANTIBRIBERYPOLICY

Bribery undermines democracy and the rule of law and poses very serious threats to sustainedeconomicprogressindevelopingandemergingeconomiesandtotheproper operationoffreemarketsmoregenerally.Briberyactsandlawsinvariousjurisdictions areintendedtorespondtothesethreatsandtotheextremelybroadrangeofwaysthat briberycanbecommitted. TheUAEantibriberylawThePenalCode,theUSantibriberylawTheFCPAandthe UK antibribery law The Bribery Act are examples of some of the laws that provide robust offences, enhanced sentencing powers for the courts and wide jurisdictional powers. Damas International Limited (the Company or DIL) and its affiliates operate in variousjurisdictionsandantibriberylawsineachcountryofoperationwillbeapplicable accordingly.Theaimofthispolicyistomakeeachindividualawareofthepolicysothat they comply with the antibribery laws and conduct their business operations around theworldinalawfulandethicalmanner.TheCompanystronglybelievesthatbusiness byeveryindividualmustbeconductedinanhonestway,andwithouttheuseofcorrupt practicesoractsofbriberytoobtainanunfairadvantage. ItisaviolationofthispolicyandtheapplicablelawsfortheCompanyoritsaffiliatesto directlyorindirectly,give,offer,promise,receive,request,agreetoreceiveorapprovea bribetoorfromanypersoninordertoobtainorretainbusinessfortheCompany,orfor anyimproperbusinesspurpose,orforanyimproperadvantageforanyindividual. ThispolicyisapplicabletoallemployeesoftheCompany.Additionally,theCompanys affiliates,itsassociates,agents,thirdpartyrepresentatives,andjointventurepartners arealsorequiredtocomplywiththispolicy.Violatorsfaceseveredisciplinaryaction(up to and including termination), and criminal penalties up to imprisonment, as well as otherharshfinesandpenalties. This policy is intended to supplement the Code of Conduct, Business Ethics Policyand Gifts & Entertainment Policy implemented and enforced by the organization. Each individualmustalsocontinuetofollowtheCodeofConduct,BusinessEthicsPolicyand Gifts&EntertainmentPolicy. WHATISBRIBERY? Bribery has a range of definitions, but the fundamental principles apply universally. Bribery is the offer, promise, giving, demanding or acceptance of an advantage as an inducementforanactionwhichisillegal,unethicalorabreachoftrust.

Actsofbriberyaredesignedtoinfluencetheindividualintheperformanceoftheirduty andinclinethemtoactdishonestly.Thepersonbeingbribedisgenerallysomeonewho willbeabletoobtain,retainordirectbusiness.Thismayinvolvesalesinitiatives,suchas tenderingandcontracting;or,itmaysimplyinvolvethehandlingofadministrativetasks suchaslicenses,customs,taxesorimport/exportmatters.Itdoesnotmatterwhether the act of bribery is committed before or after the tendering of a contract or the completionofadministrativetasks. WHATISABRIBE? Bribescantakeonmanydifferentshapesandforms,buttypicallytheyinvolvecorrupt intent.Therewillusuallybeaquidproquobothpartieswillbenefit.Abribecouldbe the: Directorindirectpromise,offering,orauthorization,ofanythingofvalue Offerorreceiptofanykickback,loan,fee,rewardorotheradvantage Givingofaid,donationsorvotingdesignedtoexertimproperinfluence. WHOCANENGAGEINBRIBERY? Intheeyesofthelaw,briberycanbecommittedby: Anemployee,officerordirector Any person acting on behalf of the Company (e.g. business partners, agents, thirdpartyrepresentatives) Individuals and organizations where they authorize someone else to carry out theseacts. Actsofbriberywillcommonly,butnotalways,involvepublicorgovernmentofficials(or theirclosefamiliesandbusinessassociates). WHATYOUARENOTALLOWEDTODOUNDERTHISPOLICY Youarenotallowedtoviolatethispolicy,oranyantibriberylaws. Thispolicycontainsthefollowingantibriberyprovisions. 1. Youmustneverdirectlyorindirectly,give,offer,promise,receive,request,agree toreceiveorapproveapaymentoranythingofvalue,directlyorthroughthird parties,toorfromanyperson,inordertoobtainbusinessfortheCompany,or togainanimproperadvantageorbenefitfortheCompanyorforanyindividual.

2. An improper payment under this policy and the antibribery laws includes a financialorotheradvantagethatiseitherrequested,received,offeredorgiven inordertoimproperlyinfluenceapersontoprovideabusinessopportunityorto retainbusiness,orotherwisetoobtainanimproperadvantage. 3. Animproperbusinesspurposeexistswhenthepaymentisrequested,received, offeredormadetoinfluenceapersontodoorstopdoingsomethinginviolation of his or her legal duty. Such a payment is improper even if the purpose is to influencethepersontomakeasoundbusinessdecision.Theimproperpayment stillviolatesthispolicyandmayviolatetheantibriberylaws,evenwhenitdoes notresultinasuccessfulbusinessoutcomefortheCompany. 4. Ifyouknowthatanimproperpaymentisintendedtobepassedontoaperson by a broker, agent or other third party, or if you have a firm belief that the payment will be passed onto a person, you have knowledge of misconduct. By notreportingthesameorlookingtheotherway,theindividualisnotprotected from creating legal exposure for the Company or its affiliates as conscious disregardorwillfulblindnessconstitutesknowledgeofwrongdoingandcreated legalliabilityundertheantibriberylaws. 5. Fees significantly higher than normal and guarantees of success are red flags indicatingpotentiallyillegalpaymentsunderthepolicyandtheantibriberylaws. TheCompanyshallnotpayunusuallylargeorabovemarketfees,commissions, costsorotherexpensesforgoodsorservices. 6. As a general rule, the Company, its directors, officers and business partners shouldnotprovidegiftsorreceivetheminexchangeforfavoursofanykind.Any givingorreceivingofgiftsshallbeinaccordancewiththeGifts&Entertainment Policy. STEPSDILWILLTAKETOPREVENTBRIBERY TheCompanyshalltakethefollowingstepstoassistinthepreventionofbribery: a. RiskAssessment Risk identification will help in pinpointing the specific areas in which the Company faces bribery risks and assist in better evaluating and mitigating these risks and therebyprotectingtheCompanyandeachindividual.SeniorManagement,ineach country of operation, shall assess the vulnerability of each business unit to these risksonanongoingbasis,subjecttoreviewbytheHeadofRisk. 3

b. Accuratebooksandbookkeeping The Company shall ensure that accurate books, records and financial reporting is maintained within all the business units of the Company and other significant business partners working on behalf of the Company. Books, records and financial reporting must all be transparent and accurately reflect each of the underlying transactions. This will ensure that any false, misleading or inaccurate records that couldpotentiallydamagetheCompanyareeliminated. c. Effectivemonitoringandinternalcontrol All business units shall maintain an effective system of internal control and monitoring of transactions. The Compliance Officer shall ensure that senior management,ineachcountryofoperation,engagesineffectiveriskassessmentand implements the necessary steps to prevent bribery. Any lapses or shortcomings in internal controls and monitoring of transactions shall be reported to the Head of InternalAudit&Complianceforfurtherreviewanddiscussion,soastoensurethat effectiveremedialmeasuresareputinplacetoavoidsuchinstancesinthefuture. PENALTIES Violations of the antibribery policy may result in termination of agreements for the organization;terminationofemployment,fromtheCompany,forindividuals,aswellas severefinesandpenalties,andimprisonment.Inaddition,theCompanycanfacehuge finesandpenaltiesforantibriberyviolations.TheCompanycouldalsofacereputational harm and also have to defend against shareholder suits that may be triggered by an antibriberyenforcementaction. REPORTINGVIOLATIONSORSUSPECTEDMISCONDUCT Any employee of the Company, an associate, officer, agent or business partner who learns information about a suspected violation of this policy and/or antibribery laws must report it, through the Head of the Department, to the Head of Legal, Head of InternalAudit&ComplianceandManagerCorporateGovernance&RegulatoryAffairs. Violations of this policy may also be confidentially reported either through email or telephone to the Audit & Compliance Committee. Such reporting shall be done in accordancewiththeWhistleblowingPolicy. The Company prohibits retaliation against an employee who makes a report of a suspectedviolationofthispolicyand/orantibriberylawsingoodfaith. ThispolicyisapplicabletoemployeesoftheCompanyandhasbeendesignedtoprovide guidance for the Companys employees, associates, officers, agents and business 4

partners. These guidelines are in addition to the guidelines set forth in the Code of Conduct,BusinessEthicspolicy,Gifts&Entertainmentpolicyandanyotherpolicy,code orguidelinesestablishedbytheCompanywithrespecttotheconductofitsemployees. TRAININGANDCOMMUNICATION The Company shall ensure that its bribery prevention policies and procedures are embeddedand understood throughout the organization through internal and external communication, including training. The compliance team shall oversee and coordinate periodictrainingonthispolicyandensurethateveryindividual,towhomthispolicyis applicable,receivescopiesofanyrelevantpolicyupdatesandcommunication. POINTOFCONTACT Ifyouhaveadditionalquestions,doubtsorconcernsaboutthepolicy,youmayraiseit with your Head of Department or the Legal Department or the corporate governance team. In doing so, you will be able to protect yourself and the Company from legal exposure.