Summary

The present Policy has been adopted to establish the standards and procedures to be followed by Noventiq employees and business partners to prevent official corruption and improper payments in the conduct of Noventiq business worldwide.

Noventiq ensures that all its business activities comply with applicable legislation and expresses its willingness to cooperate with anti‐corruption policy of the Russian Federation.

Noventiq applies all possible efforts to minimize and eliminate the reasons and conditions that give rise to corruption and fuel it.

This activity is critical and crucial for the development of Noventiq. Noventiq expects the same commitment and effective cooperation in anti‐corruption policy in private and public sector fr om all the partners, agents, customers and employees.

Scope

The present Policy applies to all employees, contractors, top managers and members of Noventiq’s board of directors (collectively “Employees”) and all agents, consultants, distributors, resellers and other representatives (collectively “Business partners”) acting on behalf of Noventiq.

Terms and Definitions

The terms applied in the present Policy have the following definitions.
Under the present Policy, the term “Government Official” shall mean:

• Any government official;
• Any elected officials;
• Any officer or employee of any government and/or any department, agency, or instrumentality of a government including but not limited to educational institutions, healthcare facilities, military agencies, police agencies, customs officials, local tax officials, issuers of government permits, approvals or licenses and immigration officials;
• Any officer or employee of any company, business, commercial enterprise or entity that is owned or controlled in whole or in part by government;
• Any officer or employee of any public international organization such as the United Nations, the International Olympic Committee, the Red Cross or the Red Crescent, but not limited to them;
• Any officer or employee of any political party;
• Any candidate for any political office. Also, for the purposes of the present Policy, any payment of Anything of value to the children, spouse or other close relatives of any Government Official will be considered a payment to the Government Official directly.

Under the present Policy, the term “Anything of value” shall mean:

• Cash;
• Gifts;
• Entertainment;
• Employment offers (including offers for the relatives of Government Officials);
• Promises of future employment;
• Product discounts that are not readily available to the public customers;
• Payment of travel, lodging and hospitality expenses;
• Personal favors;
• Political donations;
• Charitable donations.

Responsibility

Employees shall:

• Read, understand and follow the present Policy and other documents aimed at the implementation of the present Policy;
• Complete required anticorruption training (including briefings and instructions);
• Inform Business partners of the requirements of the present Policy.

Managers shall:

• Ensure that Employees and Business partners follow the requirements and procedures of the present Policy.

Legal department/Chief Compliance Officer shall:

• Update the Policy and other documents aimed at the implementation of the present Policy as necessary;
• Provide Employees and Business partners with counsel and guidance necessary to comply with the requirements of the present Policy and the applicable legislation.

Statement of Policy

No Employee or Business partner of Noventiq or any third party acting on behalf of Noventiq shall make, provide, offer or authorize any payment of bribes, gifts of any kind or Anything of value, directly or indirectly, to any Government Official or employee of any national, state, provincial or local government or any government owned or controlled agency or entity.

This prohibition applies whether or not Noventiq resources will be utilized in making such offer of bribe, payment or the provision of the thing of value and whether or not the thing of value is offered or provided directly or indirectly through a third party (such as agents, consultants, sales representatives, distributors, resellers and subcontractors).

To ensure compliance with the legislation and the Noventiq Anti‐Corruption Policy, the following rules and guidance have been established for all Employees and Business partners of Noventiq:

• No payment or gift or Anything of value of any kind whatsoever may be promised, offered, made or provided to any Government Official from any Noventiq Employee or Business partner, either directly or indirectly (including through a third party).
• Hospitality in the form of meals, entertainment and other normal social amenities for the benefit of Government Officials may be provided only if it is approved by the top managers of Noventiq.
• A gift may be provided to a Government Official only if it is a promotional gift of modest value (not more than 500 rubles). Usually such gifts bear a Noventiq logo or a logo of a Business partner.
• Charitable donations to third party charities may not be used to influence customer purchasing decisions or any other official action. Charitable donations may only be made to registered charity funds.

A Noventiq Employee who received any information about bribes in any possible form (material or any other values, services, promises, schemes) or about a possibility of offering or receiving a bribe, shall escalate the problem and report about it at the email address legal@noventiq.com, and also report it to the immediate superior (in case of his or her absence report to the superior’s superior up to the top managers of Noventiq; the top management may be addressed by using the virtual audience service), assuring himself that his or her superior acted in a proper way and with all the gravity required and took measures to eliminate the possibility of the bribe. If the Employee is not assured of it, he or she shall escalate the issue and inform the Noventiq top management about the situation. The way Employees of Noventiq respond to the demands of improper payments or other dubious activities is crucial for Noventiq in order to prevent such payments, insure Noventiq from responsibility, preserve the Company’s ethical principles and maintain reputation.

Employees and Business Partners of Noventiq shall strictly follow the rules of accounting and of book keeping. They shall accurately record all transactions in books and records and support the system of internal accounting audit. The transactions shall be registered fairly and in reasonable detail not only on the main books and records, but also in invoices, receipts and expenditure documents. These requirements prevent the concealment of bribes by enterprises and the falsification of accounting books and records.

Noventiq will not tolerate Employees and Business partners that attain their objectives by violating the law or by improper actions. Noventiq top management will render full support to any Employee or Business partner that refuses to make improper payments.

If the Employees and Business partners face a demand of an improper payment, then, in order to secure themselves from subsequent liability, they need to follow the instructions given hereinafter:

• Refuse to pay and explain that Noventiq does not make such payments because it contradicts the requirements of the applicable legislation, the norms of business ethics and the internal rules of Noventiq;
• Explain that the refusal is ultimate;
• In no case shall the Employees or Business partners use nonverbal communication (including gestures, poses, etc.) and hints at the implied understanding, in order to eliminate even the slightest possibility that the actions that contradict the present Policy may be performed;
• If a partner in a joint venture or a Noventiq representative is referred to, the Employee or Business partner shall explain that they are not authorized to make payments on behalf of Noventiq and in case they make such payments the company shall terminate the relationship with them.

Liability for violation of the present Policy

Noventiq reserves the right to start the internal investigation on the basis of the information on alleged corruption, involving the law‐enforcement authorities of the Russian Federation if necessary.

All the Employees or Business partners bear liability for the compliance with the requirements of the present Policy and other documents aimed at the implementation of the present Policy. Failure to comply with the present Policy will be grounds for disciplinary action up to and including termination. In addition, individuals violating anti‐bribery laws may be fined and imprisoned as the result of criminal prosecution.

The control of the compliance with the Anti‐corruption policy shall be ensured by all Noventiq top managers.

Chairman of the
Board of Directors of Noventiq
I.P. Borovikov