ANTI-CORRUPTION CODE
AND INTERNAL WHISTLEBLOWING SYSTEM
OF THE ALM INTERNATIONAL GROUP

The requirements of the law of 9 December 2016 known as "Sapin II" on transparency, the fight against corruption and modernisation require companies of a certain size to adopt an anti-bribery code of conduct as part of their internal regulations.
Although not formally subject to the compliance obligations introduced by the Sapin Law, ALM INTERNATIONAL wished to formalise the rules that have been applied for years in the conduct of our business and to contribute to reinforcing the good reputation of the Group, firstly in France and then abroad.
Aware of the stakes and its responsibilities, this code will therefore be a means for the ALM INTERNATIONAL Group to reaffirm its commitments in this area and to contribute to its sustainable development.

This code is also intended to be a support and guide for all ALM INTERNATIONAL employees in the performance of their day-to-day duties when they are confronted with an ethical question or a situation which they consider to present a risk of vulnerability in the fight against corruption.
It is a central element of the ALM INTERNATIONAL Group's anti-corruption policy.

This code is legally binding for ALM INTERNATIONAL Group employees, shareholders, partners, customers and suppliers. It does not claim to be exhaustive and is not intended to cover all situations that Employees may face. It sets out the rules that should govern their decisions.
In this respect, the members of the Group's governance bodies (General Management, Board of Directors, Executive Committee, etc.) must set an example and promote ethical business conduct in compliance with the provisions of this code. Managers should ensure that these principles of conduct are applied within their teams and should listen to the concerns of their employees. Any breach of this code may damage the image of the ALM INTERNATIONAL Group and have significant legal and financial consequences.
Each employee must be aware of this and, thanks to the vigilance and common sense of each person, ALM INTERNATIONAL will remain irreproachable on the subject.

FOREWORD

As a reference player in trading on the African market, ALM INTERNATIONAL is committed to respecting the law and, in particular, the rules prohibiting corruption or influence peddling, by placing the quality and integrity of its products and services and the probity of its employees at the centre of its daily activities, as well as in the governance of its company.

ALM INTERNATIONAL intends to formalise this policy by adopting this anti-bribery code of conduct (hereinafter the "Code"), which is intended to guide the decisions and behaviour of the members of the Group's governance bodies and the employees of the ALM INTERNATIONAL Group's entities, as well as all third parties with whom the ALM INTERNATIONAL Group maintains relations.

ARTICLE 1 – SCOPE OF APPLICATION

This code applies to all members of the Group's governance bodies and employees (hereinafter the "Employee(s)") of ALM INTERNATIONAL Group companies, subsidiaries or controlled companies (hereinafter, together, the ALM INTERNATIONAL Group or "ALM INTERNATIONAL Group Companies"), regardless of where they actually operate.

This code establishes the minimum standard to be respected by all entities of the ALM INTERNATIONAL Group. If there is a difference between the code and the procedures of a local entity: the procedures of ALM INTERNATIONAL's local entities may not have a lower standard than the code. If a local entity's procedure has higher standards than the code, the higher standard applies. If there is a difference between the Code and a local law: if the local law has lower standards than the Code, the Code prevails.

This code is also enforceable against third parties in relation to the Group, insofar as they are concerned, under the conditions set out in Article 1.3.

1.1 Directors and officers

When they are not employees of one of the companies in the ALM INTERNATIONAL Group, the directors and officers of the ALM INTERNATIONAL Group undertake, within the framework of their corporate mandate, to comply with the Code and to ensure its application within the ALM INTERNATIONAL Group.

1.2 Staff members

The code is integrated into the internal regulations of ALM INTERNATIONAL.
In the absence of internal regulations, Employees undertake to respect the code. It is binding on all their employees, who are required to apply it and, within their remit, to ensure that it is respected. Violation of the obligations under the Code may give rise to the sanctions provided for in paragraph 4.3. of this Code.

Subsidiaries that have their own code of conduct must include the essential elements of the "ALM INTERNATIONAL Group Code" and not have clauses that contradict it. In any event, the commitments of the Employees of these subsidiaries shall not be different from the commitments defined in this Code.

1.3 Third parties

The Employees of the ALM INTERNATIONAL Group shall ensure that natural or legal persons, their Employees and their subcontractors, who maintain or wish to maintain relations with them or with the Companies of the ALM INTERNATIONAL Group (the "Third Parties") are aware of the principles of the anti-bribery policy adopted by the ALM INTERNATIONAL Group, and in particular the Code.

As far as possible, contracts concluded with a Third Party shall state the existence of the Code and its enforceability against the Third Party, and the Third Party shall undertake to take cognisance of it.
The conclusion of a contract with a Third Party can only take place after the Third Party has accepted the ALM INTERNATIONAL Group's anti-corruption and influence peddling clause or an equivalent clause.

ARTICLE 2 – GENERAL RULES OF CONDUCT

2.1 Definitions

For the purposes of this Code:

• the notion of public sector agent covers any elected official, civil servant, public official, member of a court, and more generally any person responsible, directly or indirectly, for carrying out acts on behalf of the above-mentioned persons or with the aim of satisfying the general interest, in France or in a foreign State or within an international organisation;
• the notion of private sector actor refers to any person who is not a public sector agent;
• the notion of administration refers to any entity, French, foreign or belonging to an international organisation, exercising prerogatives of public power, including jurisdictional, and/or a public service mission, and/or a mission of management of public assets, and/or a purchasing function, for the benefit of the State or its branches;
• the notion of any advantage refers to any favour or benefit granted to a person, for himself or for another person, directly or indirectly, such as, but not limited to, a sum of money, a gift in kind, a donation, an invitation, a job, a promise, a recommendation, the benefit of services or goods free of charge, the assumption of expenses when it represents a transfer of value;
• the Ethics Officer, appointed by the Chairman and CEO of the ALM INTERNATIONAL Group, is responsible, within the framework of the internal alert system referred to in article 5 of this code, for collecting and ensuring the admissibility of reports made by Employees or by third parties. His appointment is published on the Group's website and intranet.

2.2 Prevention of corruption

2.2. 1. Synthetic definition

Bribery is a criminally sanctioned behaviour by which a person (the bribe-taker) solicits, agrees to or accepts any advantage granted by another person (the briber), with a view to performing, delaying or omitting to perform an act directly or indirectly within the scope of his or her duties in violation of his or her legal, contractual or professional obligations.

Corruption can take many forms: it is not limited to links with public sector officials but can also involve exclusively or jointly private sector actors. Similarly, it is not limited to the French territory and can notably concern public sector agents in a foreign State (or international organisation) as well as private sector actors.

Corruption can be divided into two main types of offences, both of which may affect the ALM INTERNATIONAL Group and its Employees: active corruption, an offence committed by the briber, and passive corruption, an offence committed by the briber.

2.2. 2. Active bribery

Definition of prohibited behaviour

Active bribery may involve ALM INTERNATIONAL Group Employees and Companies as potential bribers.
In this respect, the Employees and the Companies of the ALM INTERNATIONAL Group may not offer to provide any advantage whatsoever, regardless of its value:

• to a public sector employee in return for an act or omission falling, directly or indirectly, within the scope of the employee's duties;
• to a private sector actor, in return for an action or abstention contrary to its obligations and falling, directly or indirectly, within its activities or function.

Illustration of prohibited behaviour

In particular, the granting of any advantage, whether spontaneous or induced, is prohibited as active bribery:

• to a public sector employee, in order to obtain from him or her either the award of a contract or any decision falling within the remit of the administration employing him or her, or conduct having the effect of facilitating such an award, or failure to exercise control or to observe a breach, in particular during the performance of a contract;
• to a private sector actor, in order to obtain contracts, decisions or forbearance from it in an improper manner;
• to a public sector employee, in order to obtain from him/her information that has not already been published on an administration's procurement procedures (in particular public contracts, concessions, agreements or authorisations to occupy public land), whether in progress or envisaged, it being recalled that the search for privileged information on such procedures is also in any case prohibited;
• a member of a court, an expert before a court, state or arbitral tribunal, a conciliator or a mediator, with a view to obtaining a favourable decision, assessment or influence in the context of a court, state or arbitral procedure or a conciliation or mediation procedure, or an amicable or judicial expertise.

2.2. 3. Passive bribery

Definition of prohibited behaviour

Passive bribery is aimed at Employees and Companies of the ALM INTERNATIONAL Group insofar as they are likely to benefit from any advantages in return for an action or abstention, the briber being a person external or internal to the ALM INTERNATIONAL Group.
In this respect, Employees and Companies of the ALM INTERNATIONAL Group may not solicit, accept or receive any advantage whatsoever from a public sector agent or a private sector actor, regardless of its value, in return for an action or abstention which falls, directly or indirectly, within the scope of their activities or functions.

Illustration of prohibited behaviour

In particular, it is prohibited as passive bribery for an Employee, in return for an advantage of any kind, to:

• to provide or allow access to confidential or privileged information relating to the ALM INTERNATIONAL Group;
• awarding or concluding a contract for an ALM INTERNATIONAL Group Company or influencing such an award or conclusion;
• to conceal or make disappear documents or information or to alter the recording of certain operations (particularly accounting);
• fraudulently altering the truth in documents (contracts, amendments, invoices, order forms, etc.) intended to establish rights and, more generally, making untrue statements in them (including backdating them).

2.3 Preventing influence peddling

2.3. 1. Synthetic definition

Influence peddling is a criminally sanctioned behaviour by which a person (the influence peddler) solicits, agrees or accepts any advantage from another person (the beneficiary of the influence peddling), in return for the exercise of his real or supposed influence in order to obtain a favourable decision from an administration.

The influence peddler, unlike the bribe-taker, is not in the normal exercise of his or her function, but outside it: he or she uses or abuses the credit that he or she possesses by virtue of his or her functions, his or her friendships or the ties of collaboration that he or she may have established with agents of the public sector, with a view to exercising the influence mentioned above.

Like bribery, influence peddling is not limited to French territory and can notably concern public sector agents in a foreign State (or international organisation) or obtaining decisions from a foreign administration.

Influence peddling is divided into two main types of offences: active influence peddling, which targets the beneficiary of the expected result of the influence peddling, and passive influence peddling, which targets the influence peddler.

2.3. 2. Active influence peddling

Definition of prohibited behaviour

Active influence peddling is aimed at Employees and Companies of the ALM INTERNATIONAL Group insofar as they are likely to be the beneficiaries of the intended result of the influence peddling.

In this respect, Employees and Companies of the ALM INTERNATIONAL Group may not propose or accept solicitations from agents of the public sector or actors in the private sector, whatever their status, aimed at granting them any advantage whatsoever, in return for the exercise of their influence, whether real or supposed, on obtaining a decision or opinion emanating from an administration or on abstaining from exercising a control or observing a breach by an administration.

Illustration of prohibited behaviour

In particular, the following are prohibited:

• the use, outside of the contractual framework mentioned in article 3.3, of intermediaries presenting themselves as consultants, advisors, lawyers, lobbyists, elected or former elected officials, civil servants or former civil servants, ministers or former ministers, consultancy firms, project managers, project management assistants, etc. who propose, in return for the granting of an advantage of any kind whatsoever, to allow the Employees or Companies of the ALM INTERNATIONAL Group to benefit from their relations or influence in order to obtain contracts, tenders, rulings or abstentions from an Administration.

2.3. 3. Passive influence peddling

Definition of prohibited behaviour

Passive influence peddling refers to Employees and Companies of the ALM INTERNATIONAL Group insofar as they may receive remuneration or any other transfer of value from the influence peddling that they may exercise.

Employees and Companies of the ALM INTERNATIONAL Group may not solicit or accept proposals from an agent of the public sector or an actor in the private sector aimed at granting them any advantage whatsoever in return for the exercise of their influence, real or supposed, on obtaining a decision or an opinion from an administration or on abstaining from exercising control or observing a breach by an Administration.

Illustration of prohibited behaviour

In particular, employees and companies of the ALM INTERNATIONAL Group are prohibited from:

• proposing to exercise, or agreeing to exercise, for the benefit of a third party, an influence in exchange for the transfer of value, even if assumed, on any process leading to a decision, an opinion, the provision of insider information or an abstention by an administration.

ARTICLE 3 – SPECIFIC RULES OF CONDUCT

3.1 Gifts

Gifts offered and received may constitute the counterpart of bribery or influence peddling.
To avoid any uncertainty, misunderstanding or legal risk, ALM INTERNATIONAL employees are required to take note of and apply the rules set out below.

3.1. 1. General obligations

In the context of the company's activity and in particular of relations with customers, gifts may be offered or received by Employees. This practice, which is part of the cordial and trusting relationship that ALM INTERNATIONAL wishes to maintain with its partners, shall not under any circumstances be aimed at unduly influencing one or other party in order to obtain any advantage.
Any gift, received or offered, which could legitimately appear to be intended to obtain a service in return must be excluded or refused, as must gifts which are manifestly lavish or excessive in nature and repetition.

Employees should be particularly vigilant when giving or receiving gifts to ensure that they are clearly part of a legitimate business relationship and comply with both social and cultural customs specific to the context and the company's legal obligations.

3.1. 2. Rules concerning gifts offered by ALM INTERNATIONAL employees

Only gifts that meet the following conditions may be offered to a third party by an ALM INTERNATIONAL employee:

• be a promotional object related to the products/activities of the ALM INTERNATIONAL Group;
• respect the rules of acceptance of gifts to which the third party is subject when these are known;
• be of reasonable value and not appear lavish or extravagant in the context of a normal and legitimate business relationship;
• not consist of a monetary payment in any form whatsoever (cash, cheques, bank transfers, gift vouchers, etc.);
• not be motivated by the search for a quid pro quo and not affect the independence of judgment of the recipient;
• be offered in connection with a special occasion or on a sporadic basis;
• be offered directly to the third party concerned;
• in all cases, even when the above conditions are met, an Employee may not offer a third party more than two gifts per year, per partner, the value of which may not exceed €200.

As an exception, if an employee wishes to offer a gift of a higher value than this ceiling or exceeding the annual limit of 2 gifts per year set out in the previous paragraph, he/she is required to make a reasoned request to this effect to the Ethics Referent. The latter then decides whether or not to authorise this derogation in the light of the compliance of the proposed gift with the company's policy on the subject, the principles of which were set out above (see 3.1.1). It will keep an up-to-date list of exceptions and justifications.

In order to ensure compliance with the rules mentioned in the previous paragraphs, Employees must also declare to the Ethics Officer any gifts offered, with the exception of low-value promotional gifts, and forward to the Ethics Officer, for safekeeping, the invoices and all relevant documentation relating to the gifts or benefits they offer.

3.1. 3. Rules relating to gifts received by ALM INTERNATIONAL employees

Any gifts or benefits (including invitations to sporting or cultural events) may only be accepted by an Employee if the following three cumulative conditions are met:

• be received sporadically and in any case less than an annual amount of €200 per person, per partner, in accordance with current practice and meet a clear business objective directly linked to the commercial objectives of ALM INTERNATIONAL;
• that it is possible to exclude any search for a consideration, even indirect, relating in particular to the use that the employee should make of his function;
• and that by its nature or timing, the gift or invitation does not affect the employee's independence of judgement in relation to its author or the organisation it represents. In order to ensure compliance with the rules mentioned in the previous paragraphs, Employees must inform their Ethics Officer without delay each time they receive a gift or benefit from a third party which, while meeting the aforementioned conditions, appears to them to be of sufficient value not to be considered anecdotal or strictly symbolic.

In any event, Employees must refuse gifts or benefits whose value is clearly greater than €200 or whose purpose is clearly to obtain a service in return, as well as gifts that are clearly lavish or excessive in nature or repetition.

If the refusal could not be expressed at the time of receipt of the gift, invitation or benefit, or if there is any doubt as to whether the gift received complies with the aforementioned conditions, the employee concerned shall inform the Ethics Officer, who will then decide on the course of action to be taken in accordance with the company's policy.

3.1. 4. Alarm signals relating to gifts

The following cases, in particular (but not exhaustively), which may reveal cases of corruption or influence peddling, may give rise to informal reporting to the line manager or formal reporting via the whistleblowing mechanism provided for in Article 5:

• gifts that are not justified in the context of a normal commercial relationship;
• gifts where it is clear that the purpose is to obtain a service in return;
• gifts that are manifestly lavish, or excessive in nature or repetition;
• gifts that do not respect the principles defined above.

3.2 Travel - Accommodation - Meals

The provision of accommodation, travel or meals ("hospitality") can be the quid pro quo for influence peddling or corruption. Employees must therefore comply with the following rules in this respect.

3.2. 1. ALM INTERNATIONAL Group's rules for hospitality treats

Whether received or offered by a member of staff, only hospitality that meets the following six conditions is permitted:

• respect the known rules to which the third party is subject;
• be of reasonable value, within the framework of a legitimate and legal commercial relationship; for example, a reasonable value for a meal is less than €100/person, for a hotel night less than €200/person;
• not be motivated by the search for a quid pro quo and not affect the independence of judgment of the recipient;
• not be offered in the context of a call for tenders (to persons involved in the call for tenders to which ALM INTERNATIONAL responds);
• be offered in connection with a special occasion or on a sporadic basis;
• be offered directly to the third party concerned.

In any case, even when the above conditions are met, an employee may not offer a third party more than two marks of hospitality per year.
By way of exception, if an employee wishes to offer a mark of hospitality to a third party that goes beyond the above-mentioned limits or exceeds the annual limit of 2 marks of hospitality per year set out in the previous paragraph, he/she is required to make a request to this effect to the Ethics Advisor. It will then decide whether or not to allow the exemption based on whether the proposed hospitality brand is in line with the company's policy and will draw up an updated list of exceptions and justifications.

3.2. 2. Behaviour required of Employees to ensure compliance with hospitality treats

In order to ensure compliance with the rules set out in the preceding paragraphs, Employees must in particular:

• keep invoices and all relevant documentation relating to the hospitality they offer;
• inform the Ethics Officer without delay (whenever hospitality is offered by a third party more than twice a year; the Ethics Officer will keep an up-to-date list of exceptions and justifications.
• inform the Ethical Referee without delay whenever they have any doubt about the conformity of a mark of hospitality to be offered or received.
• declare the Hospitality Treats received or offered to the Ethics Referent.

No reimbursement or payment will be made without sufficient approvals in accordance with the Operations Management Framework and without supporting documentation and invoices.

3.2. 3. Hospitality alarm signals

The following cases, in particular (but not exhaustively), which may reveal cases of corruption or influence peddling, may give rise to informal reporting to the line manager or formal reporting via the whistleblowing mechanism provided for in Article 5:

• hospitality that is not justified in the context of a normal commercial relationship;
• hospitality that is clearly intended to obtain a service in return;
• hospitality that is manifestly lavish, or excessive in nature or repetition;
• hospitality that does not respect the principles defined above.

3.3 Contracts with intermediaries

3.3. 1. ALM INTERNATIONAL Group rules for intermediaries

The use of service providers of any kind, under any name whatsoever, offering to provide an Employee or the ALM INTERNATIONAL Group with the benefit of their experience or knowledge of the administration in general (French or foreign) in order to improve a client relationship, the negotiation of a project or the conduct of a business deal must be the subject of a contract.

This contract must define precisely the tasks of the co-contractor, and provide for a remuneration:

• proportional to the quantity and quality of the services actually provided;
• based on the performance, duly and previously defined, traceable, verified and documented, of the consultancy services requested - the proof and content of which must be systematically demonstrated and measured, and the correlation with the amount of the remuneration must also be systematically ensured.

The contracts mentioned in this article shall be:

• in accordance with the model established by the ALM INTERNATIONAL Group's Legal Department;
• previously authorised by the Ethics Referent;
• and in accordance with internal rules.

3.3. 2. Behaviour required of Staff to ensure compliance of contracts with intermediaries

n order to ensure compliance with the rules set out in the previous paragraphs, Staff must:

• inform the Ethics Officer without delay of any contact by one of the service providers covered by these provisions;
• ensure the transparency and traceability of negotiations and exchanges with the providers covered by these provisions;
• carry out all the necessary checks (legal existence, accounts, compliance with social and tax regulations, etc.) to ensure the probity and integrity of the service provider with whom it is planned to conclude a contract, before the procedure provided for in Article 3.3.1. above is initiated.

3.3. 3. Alarm signals relating to intermediaries

The following cases, in particular (but not exhaustively), which may reveal cases of corruption or influence peddling, may give rise to informal reporting to the line manager or formal reporting via the whistleblowing mechanism provided for in Article 5:

• invoking or using family or other special ties to the administration;
• the lack of qualification of the intermediary for the services covered by the planned contract;
• the requirement of disproportionate remuneration in relation to the services provided;
• third parties whose recruitment is recommended or required by public sector officials.

3.4 Facilitation payments

3.4. 1. ALM INTERNATIONAL Group rules on facilitation payments

Under no circumstances shall the resources of the Companies of the ALM INTERNATIONAL Group be used for purposes contrary to the legality or the social interest of these Companies, in particular, for purposes of corruption and influence peddling.

In this respect, so-called "facilitation payments" are prohibited, i.e. payments used to facilitate the completion of administrative procedures and formalities, or even the award of a contract or authorisation.

3.4. 2. Behaviour required of Employees to ensure compliance

In order to ensure compliance with the prohibition set out in the preceding paragraphs, Employees must inform the line manager and the Ethics Officer without delay of any request or suggestion for facilitation payments.

In the event that this prohibition is likely to cause serious and urgent harm to the health or safety of an ALM INTERNATIONAL Group Employee, the Ethics Officer shall refer the matter to the members of the ALM INTERNATIONAL Group's governance bodies, who shall determine the conduct to be adopted.

3.4. 3. Warning signs on facilitation payments

The following cases, in particular (but not exhaustively), which may reveal cases of corruption or influence peddling, may give rise to informal reporting to the line manager or formal reporting via the whistleblowing mechanism provided for in Article 5:

• payments for permits, licences, visas or purchase orders;
• payments for police protection or mail collection and delivery;
• payments for setting an inspection date or a date for the transit of goods at the border or their clearance.

3.5 Patronage - Sponsorship

3.5. 1. ALM INTERNATIONAL Group rules on sponsorship and patronage

The Companies of the ALM INTERNATIONAL Group may engage in patronage or sponsorship actions, provided that these actions are not motivated by the search for a consideration.

Patronage or sponsorship actions are defined as actions consisting of providing material support, without any direct counterpart on the part of the beneficiary, to a non-profit legal entity that is not a client of the Companies in the ALM INTERNATIONAL Group, for the exercise of activities of a general and disinterested nature.

The beneficiaries of these actions cannot be political organisations.

Patronage or sponsorship actions are validated beforehand by the members of the ALM INTERNATIONAL Group's governance bodies and must first be the subject of a contract, which precisely defines the context and purpose of the operation, as well as the terms of payment of the aid.

3.5. 2. Behaviour required of employees to ensure compliance of sponsorship actions

Before initiating a sponsorship or patronage action, Employees must carry out all the necessary checks to ensure their relevance and compliance with ALM INTERNATIONAL Group rules.
Employees shall inform the Ethics Officer without delay whenever a request for sponsorship is made to them by a third party.

3.5. 3. Alarm signals in sponsorship and patronage

The following cases, in particular (but not exhaustively), which may reveal cases of corruption or influence peddling, may give rise to informal reporting to the Ethics Officer or formal reporting via the whistleblowing mechanism provided for in Article 5:

• requests for sponsorship made at the same time as a procedure for the award of a contract, market or authorisation procedure;
• sponsorship requests from a third party having a commercial relationship with a company of the ALM INTERNATIONAL Group and concerning an organisation or an action with which it has personal links.

3.6 Services without a contract

Services provided to clients in the absence of a properly signed contract should be avoided as much as possible as they could constitute a legal vulnerability for the ALM INTERNATIONAL Group.
However, where a client's usual administrative practices make the provision of services prior to the signing of a contract unavoidable, Employees must exercise particular vigilance and not offer or respond in any way to the solicitation of any Advantage for the purpose of accelerating the signing of the contract.

3.7 Late payments

Late payment situations by customers constitute a cash flow burden and are likely to place the ALM INTERNATIONAL Group in a vulnerable position with respect to corruption risks. In the event of late payment by a customer, ALM INTERNATIONAL Group Employees must be particularly vigilant and under no circumstances offer or respond to the solicitation of any advantage with the aim of accelerating the payment of sums due. The monitoring of late payments and the supervision of the steps taken to remedy them are the direct responsibility of the members of the ALM INTERNATIONAL Group's governance bodies.

3.8 Partnerships, mergers and acquisitions

ALM INTERNATIONAL may be held liable in the context of mergers or acquisitions under its responsibility as purchaser, including for acts of corruption prior to the acquisition. Similarly, ALM INTERNATIONAL may be held liable if it accepts improper arrangements designed to mask or conceal acts of corruption.
It is therefore essential to carry out thorough due diligence on the reputation and track record of all targets in proposed mergers and acquisitions and of all potential partners, and to incorporate appropriate safeguards in the contractual documents for acquisitions or partnerships.

3.9 Conflict of interest

A conflict of interest exists when the personal interest of an Employee is likely to conflict with the interests of the ALM INTERNATIONAL Group. These conflicts create an ambiguous situation that can lead to doubts about the independence and objectivity of a decision.

Each employee must identify the cases of conflict he or she may encounter and report them to the Ethics Officer in order to find an appropriate solution. He/she must refrain from participating in the decision concerned.

Each Employee must refrain from taking any interest, in any form whatsoever, in a company controlled by competitors, suppliers or customers of ALM INTERNATIONAL, without prior written authorisation from the Ethics Officer.

3.10 Accounting records

All accounts, invoices and other documents relating to transactions with third parties must be prepared, maintained and controlled with the utmost accuracy and completeness.

Any employee making accounting entries must ensure that documentation exists for each entry.
Any transfer of funds requires particular vigilance, especially as regards the identity of the recipient and the reason for the transfer. No accounts should be operated "in parallel" to facilitate or conceal inappropriate payments. The separation of the functions of commitment, control and payment must be respected.

3.11 Political donations, grants

The ALM INTERNATIONAL Group prohibits all donations and subsidies of a political nature and/or paid to political parties.

ARTICLE 4 – CONTROLS AND IMPLEMENTATION

4.1 Responsibility of Employees

In all circumstances, Employees must:

• comply with the provisions of this code and more generally with the regulations governing the prohibition of corruption and influence peddling in France and abroad,
• behave in accordance with the law and the interests of the ALM INTERNATIONAL Group,
• verify that their decisions, actions, abstentions and recommendations are in line with applicable laws and regulations, as well as with the rules of the ALM INTERNATIONAL Group, in particular those contained in this code.

Any Employee who is uncertain about the application of this code to his or her situation and about what to do in the event of difficulties arising from its provisions, may refer the matter to the Ethics Officer. The employee's query will be answered within a maximum of one month.

In the absence of such an opinion given within this period, no disciplinary sanction may be applied to the employee on account of the facts submitted to the Ethics Officer.

4.2 Hierarchical control

All Employees exercising hierarchical responsibilities shall ensure that the applicable laws and regulations as well as the internal rules of the ALM INTERNATIONAL Group - in particular the present code - are respected by the departments placed under their authority.

He/she is responsible for disseminating this code to the staff under his/her authority. He also provides help and advice to those who ask him questions or raise ethical concerns.

4.3 Sanctions

Any violation of the provisions of this code by an ALM INTERNATIONAL Group Employee shall be subject to disciplinary sanctions appropriate to the seriousness of the offence, in accordance with the internal regulations and similar documents of the Companies and local laws.

In case of violation of laws and regulations, Employees will be held responsible for their actions and may be subject to legal proceedings and civil or criminal penalties by the competent authorities.

Individuals may face imprisonment and fines. Legal persons may be subject to commercial, financial or administrative sanctions such as heavy fines, ban on access to public contracts, loss of licence, dissolution of company, withdrawal of authorisation, repayment of undue profits, etc.

4.4. Implementation

This code of conduct is distributed to ALM INTERNATIONAL Group employees in the most appropriate way as defined by each entity. In the French companies, this Code will be added to the internal regulations of each subsidiary, as required by the regulations in force.
It may be modified according to regulatory changes.

In accordance with the provisions of Articles L. 1321-4, R. 1321-1 et seq. of the Labour Code, this document has been submitted to the opinion of the competent staff representative institutions, has been sent to the Labour Inspectorate, has been filed with the clerk's office of the industrial tribunal and has been brought to the attention of any person who has access to the workplaces or premises where the hiring is carried out.

ARTICLE 5 – INTERNAL WHISTLEBLOWING

5.1 Purpose of the internal whistleblowing system

The purpose of this whistleblowing system (hereinafter: the "whistleblowing ") is, in accordance with Articles 6 to 9 on the one hand, and Article 17.II.2° on the other hand, of the Law of 9 December 2016, to allow, under the conditions and subject to the reservations that it provides:

• on the one hand, the reporting by any natural person, in a disinterested manner and in good faith, of a crime or misdemeanour, a serious and manifest violation of an international commitment duly ratified or approved in France, of a unilateral act of an international organisation taken on the basis of such a commitment, of the law or of the regulations, or of a serious threat or prejudice to the general interest, of which he or she has had personal knowledge, under the conditions set out in Articles 6 to 9 of the Act of 9 December 2016;
• on the other hand, the collection of reports from ALM INTERNATIONAL Group Employees relating to the existence of conduct or situations contrary to the present code of conduct.

5.2 Whistleblower

Any Employee who is likely to make a report under the conditions provided for by this whistleblowing system and who has direct knowledge of specific facts or situations falling within the scope of Article 5.1 above (hereinafter: The "whistleblower" may notify the persons referred to in Article 5.5.

5.3 Situations covered

The whistleblowing mechanism may only concern the disclosure of facts of which the author of the alert has personal knowledge and of which he or she is able to demonstrate the reality by any means.

The situations covered are described in Article 5.1. above. They concern both the general system for whistleblowers (Articles 6 to 9 of the Law of 9 December 2016) and the specific system for reporting corruption and influence peddling offences which is the subject of this code of conduct.

5.4 Protected secrets

Within the framework of its relations with clients, the Companies of the ALM INTERNATIONAL Group may have access to facts, information or documents covered by medical confidentiality or the confidentiality of relations between a lawyer and his client.

No information covered by any of these secrets shall be disclosed in an alert under this scheme.

5.5 Recipients of the alert

Under the conditions and in accordance with the procedures laid down in this warning system, alerts shall be issued

• to the Ethics Officer;
• hereinafter, the "whistleblowing recipient".

In all cases, the whistleblowing recipient is obliged to respect the confidentiality of the whistleblower, under the conditions set out in Article 5.6.2.

5.6 Principles common to all whistleblowing

5.6. 1. Voluntary nature of the alert

The implementation of the whistleblowing system by the whistleblower is voluntary and optional. No sanction can be taken against him/her in case of non-implementation of the whistleblowing system.

The whistleblowing system is not intended to replace the usual mechanisms for exchanging information in the normal course of the ALM INTERNATIONAL Group's business or the prerogatives of employee representatives.

If issued in accordance with the provisions of the whistleblowing scheme, the alert does not expose the whistleblower to any sanction, particularly disciplinary.

On the other hand, failure to comply with the conditions set out in this whistleblowing scheme may result in disciplinary sanctions, as well as legal proceedings, being taken against the author of the report.

5.6. 2. Identification and confidentiality of the whistleblower

The present whistleblowing system provides for the identification of the whistleblower, while guaranteeing that his/her identity will remain strictly confidential.

Thus, the identity of the whistleblowe and the elements allowing to determine it will not be disclosed:

• to the persons responsible for examining the admissibility and treatment of the alert, only to the extent necessary for this analysis;
• and, where appropriate, to the judicial authority if it so requests.

However, the whistleblower may agree to his or her identity being disclosed more widely: in this case, he or she must expressly consent.

5.6. 3. Data processing

The Whistleblowing System complies with the provisions of the General Data Protection Regulation (GDPR).

Only the following categories of data are recorded for the purpose of processing the alert:

• identity, functions and contact details of the whistleblower;
• identity, functions and contact details of persons subject to a whistleblowing;
• identity, functions and contact details of persons involved in the collection or handling of the whistleblowing;
• facts reported;
• elements collected in the context of the verification of the reported facts;
• report of the verification operations;
• follow-up to the whistleblowing.

This data is necessary to process the whistleblowing. In the absence of transmission, at least, of data relating to the whistleblower and the facts reported in the whistleblowing, ALM INTERNATIONAL shall not be able to process the whistleblowing issued.

The categories of data listed above are processed by ALM INTERNATIONAL for the purpose of collecting and processing whistleblowing or reports aimed at revealing a breach as described in article 5.1 of this Code of Conduct.
These processing operations are carried out in order to comply with the legal obligations incumbent on ALM INTERNATIONAL.

In the event that sensitive data or data relating to offences are processed within the framework of the whistleblowing system, the processing carried out is exclusively necessary for the establishment, exercise or defence of legal claims and/or is authorised by specific provisions of national law (Sapin II Law).

The recipients of the data are only the persons specifically responsible for the management and processing of alerts within ALM INTERNATIONAL or a third party specifically mandated by ALM INTERNATIONAL for this purpose and, where applicable, the judicial authority if it so requests. In the event of a mandate from ALM INTERNATIONAL to a third party, the latter shall be bound by obligations of confidentiality and limitation of processing at least as restrictive as those laid down in this Code.
The retention periods for personal data are described in Article 5.8 of this Code of Conduct.
The rights of persons whose personal data are processed under the Whistleblowing Scheme are described in Article 5.9 of this Code of Conduct.
For any questions relating to the processing of personal data carried out within the framework of the Whistleblowing System, please write to the ALM INTERNATIONAL Data Protection Officer at the following address: referent.conformite@alm-inter.com

5.7 Reporting procedures

5.7. 1. How to submit a whistleblowing

Any Employee wishing to report the existence of conduct or situations contrary to the present code within the framework of the present whistleblowing system must refer the matter in writing and in a non-anonymous manner to one of the recipients of the whistleblowing provided for in article 5.5. The confidentiality of the identity of the whistleblower shall be protected in accordance with the provisions of this Code, in particular Article 5.6.2.

The report is sent directly to the Ethics Officer and takes the form of:

• a letter to the following postal address ALM INTERNATIONAL, Référent Ethique, 74-76 rue du Bourg Voisin (21140) SEMUR EN AUXOIS
• Or an email sent to the email address exclusively dedicated to the reception of whistleblowing issued within the framework of the present whistleblowing system and to which only the Ethics Officer can have access. This e-mail address Cette adresse électronique referent.conformite@alm-inter.com is published on the ALM INTERNATIONAL Group intranet.

In all cases, the alert must include the following elements

• a description of the conduct or situations contrary to this Code of Conduct and justifying the whistleblowing;
• the identity of persons involved in such conduct or situations including, where appropriate, ALM INTERNATIONAL Group Employees;
• the circumstances in which the whistleblower became aware of this conduct or situation;
• facts, information or documents in any form or on any medium which may support his or her alert when he or she has such information.

As soon as the report is received, the Ethics Officer informs the whistleblower within 5 working days by any means of the receipt of the report and of the period of 1 month necessary to examine its admissibility.
It specifies that the whistleblowign will be informed by all means of the result of this examination by the Ethics Officer.

It also verifies the authenticity of the identity of the whistleblower by contacting him or her discreetly by telephone or in a face-to-face discussion to obtain oral confirmation.

The Ethics Officer and the whistleblower shall jointly agree on the means, which must be in writing, by which they will exchange information if this proves necessary to deal with the alert. Whatever means is chosen, it is essential to guarantee the protection of the confidentiality of the identity of the whistleblower.

5.7. 2. Admissibility of the whistleblowing

For the purposes of assessing the admissibility of the whistleblowing, the Ethics Officer shall verify, within one month of its registration, that the facts reported are:

• strictly limited to the areas covered by the whistleblowing system;
• objectively formulated and showing their presumed character;
• directly related to the scope of this whistleblowing mechanism;
• strictly necessary to verify the alleged facts.

Only admissible whistleblowing are processed.

5.7. 3. Information to the person concerned

In principle, the person concerned by a whistleblowing shall be informed within a reasonable period of time, which may not exceed one month following the registration of the whistleblowing.

However, by way of exception, if, when examining the admissibility of the alert, the Ethics Officer considers that it is necessary to take precautionary measures, in particular to prevent the destruction of evidence or for the purposes of the investigation, the accused person may be informed after these measures have been adopted, in accordance with the legal provisions in force.

In all cases, the information to the defendant shall specify:

• the identity of the Ethics Officer;
• the facts of the case;
• the recipients of the whistleblowing;
• as well as the modalities for exercising its rights of access and rectification, as defined in Article 5.9.

This information shall be acknowledged by the person concerned.

5.7. 4. Processing the alert

If the alert is deemed admissible by the Ethics Officer, under the conditions set out in Article 5.7.2, the elements of the whistleblowing file necessary for processing the alert shall be sent to him/her without delay.

The task of the Ethics Officer is to ensure that the facts reported are true and to assess their compliance with the provisions of this code of conduct. Within the limits strictly necessary for the needs of the investigation, the Ethics Officer shall inform the members of the ALM INTERNATIONAL Group's governance bodies of the investigation of the alert.

To this end, he/she may, in particular, exchange with the author of the whistleblowing, in accordance with the procedures laid down in Article 5.7.1, in order to clarify facts or obtain additional information necessary for his/her investigation.

The Ethics Officer will investigate the alert as soon as possible after the decision on admissibility. To this end, the ALM INTERNATIONAL Group's governance bodies provide it with the necessary means so that it can collect and archive evidence (e-mails, minutes of meetings, documents, recordings, etc.) and interview any Employees it deems useful to hear. Hearings are preceded by a summons at least 7 days in advance. The Ethics Officer interviews the person(s) referred to in the whistleblowing, who has been informed in advance of their involvement and the facts of which they are accused. If he or she so wishes, the defendant may be assisted by counsel during these hearings.

If it appears necessary for the Ethics Officer, during the investigation phase of the report, to travel to one of the ALM INTERNATIONAL Group's sites in France or abroad in order to meet with Employees or to gather evidence, the members of the ALM INTERNATIONAL Group's governance bodies shall ensure that he/she has the necessary means to cover his/her travel expenses.

If the Ethics Officer deems it necessary to protect the interests of the ALM INTERNATIONAL Group, he/she may request the prior signature of a confidentiality undertaking from Employees who are called upon to assist him/her in the investigation of the alert.

At the end of the investigation of the whistleblowing, the Ethics Officer shall draw up an investigation report presenting his or her conclusions as to the existence of conduct or situations contrary to this code and establishing the responsibilities of the persons involved.

If the person who is the subject of the whistleblowing is one of the company's legal representatives, then the alert is sent directly and confidentially to the Board of Directors.

5.7. 5. Closure of the treatment phase

The investigation report drawn up by the Ethics Officer marks the end of the whistleblowing phase. The whistleblower is informed of the conclusions of the investigation report by the Ethics Officer.

If the investigation report has established the existence of conduct or situations contrary to this code, the members of the ALM INTERNATIONAL Group's governance bodies shall decide on possible disciplinary sanctions and/or legal proceedings against the Employees involved. If the report suggests corruption or influence peddling, the Ethics Officer will report it to the judicial authorities.

If the report establishes a breach of the obligation of good faith by the whistleblower or the slanderous nature of the whistleblowing, the whistleblower will no longer benefit from the protection linked to his or her status as whistleblower. Consequently, the members of the ALM INTERNATIONAL Group's governance bodies will be informed and will then decide, if necessary, on disciplinary sanctions and/or legal proceedings to be taken against the whistleblower.

5.8 Data retention

When the Ethics Officer decides that the whistleblowing is inadmissible, in application of Article 5.7.2, all data likely to allow the identification of the whistleblower and of the persons concerned shall be destroyed without delay.

Furthermore, when no action is taken on the whistleblowing, the elements of the file that could allow the identification of the whistleblower and of the persons concerned by it shall be destroyed within two months of the closure of the admissibility operations or of the processing phase.

In the two cases mentioned above, the destruction of information likely to lead to the identification of the whistleblower is carried out by the Ethics Officer. Once the report has been destroyed, the Ethics Officer is obliged to keep the identity of the whistleblower confidential, unless the latter expressly agrees.

When disciplinary or litigation proceedings are initiated against the person concerned or the whistleblower in the case of an abusive whistleblowing, the data relating to the latter may be kept by ALM INTERNATIONAL until the end of the proceedings or the time limit for appeals against the decision.

The whistleblower and the persons concerned shall be informed without delay and by any means of the destruction of the data.

5.9 Access and rectification rights

Without prejudice to the provisions of this Arrangement, any person identified in this whistleblowing system may, at any time during the alert procedure referred to above, request:

1. access to their data. The exercise of the right of access shall not give the person exercising it access to personal data relating to other natural persons;
2. the rectification of factual data concerning it, the material accuracy of which can be verified by ALM INTERNATIONAL on the basis of evidence. The person's right of rectification must not result in the impossibility of reconstructing the chronology of events or in the modification of important elements of the investigation. Data originally collected and corrected by the individual cannot be erased or replaced;
3. the deletion of their personal data within the limits provided for by the GDPR;
4. the limitation of the processing of their personal data.

Any identified person also has the right to define directives concerning the fate of their personal data in the event of their death and the right to lodge a complaint with the CNIL.

All the rights described above may be exercised by contacting ALM INTERNATIONAL at the following address: referent.ethique@alm-inter.com

Where appropriate, the Ethics Officer will acknowledge receipt of this request and make a decision within a maximum of 15 working days. He shall inform the person who referred the matter to it without delay and by any means.

Under no circumstances may the right of access and rectification defined in this Article lead the person making the request to obtain information to which he or she is denied access under this warning system.

In particular, the person who is the subject of the alert may not under any circumstances obtain the identity of the whistleblower.

5.10 Dissemination of this warning system and information to potential users

The ALM INTERNATIONAL Group ensures that potential users of this alert system are clearly and fully informed, by means of an internal communication addressed to all Employees when the whistleblowing system is set up and to all new Employees when they take up their duties. It specifies that the Ethics Officer is available to answer any questions they may have about the operation of the whistleblowing system.

In addition, the dissemination of this whistleblowing System is ensured by the integration of its presentation into the ALM INTERNATIONAL Group's employee training programme.

ARTICLE 6 – ENTRY INTO FORCE AND AMENDMENT OF THE ANTI-CORRUPTION CODE

This Anti-Corruption Code is an addition to the internal regulations of the ALM INTERNATIONAL Group's subsidiaries and is therefore enforceable against the Group's Employees. It is subject to change in order to adapt to developments, particularly regulatory changes.

In accordance with the provisions of Articles L. 1321-4, R. 1321-1 et seq. of the Labour Code, this document has been submitted to the opinion of the competent staff representative institutions, has been sent to the Labour Inspectorate, has been filed with the clerk's office of the industrial tribunal and has been brought to the attention of any person who has access to the workplaces or premises where the hiring is carried out.

It enters into force on 1st February 2023.

The procedure described above applies only to French companies and will have to be adapted to the local regulations applicable to each foreign subsidiary of the Group.

Done at Semur en Auxois
1st February 2023