THE OPTIMAX GROUP POLICIES /

Anti-Bribery and Corruption Policy

1.0 INTRODUCTION

The Optimax Group has adopted a zero tolerance policy against all forms of bribery and corruption. The Optimax Group’s Anti-Bribery and Corruption Policy (hereinafter referred to as the “Policy”) elaborate upon those principles, providing guidance to employees concerning how to deal with improper solicitation, bribery and other corrupt activities and issues that may arise in the course of business. It is also intended to apply to every director (executive and non-executive). Joint-venture companies in which Optimax Group is in any way associated with are encouraged to adopt similar principles and standards. Optimax Group’s also expects that contractors, subcontractors, consultants, agents, representatives and others performing work or services for or on behalf of Optimax Group will comply with the relevant parts of the Policy when performing such work or services.

The Policy is not intended to provide definitive answers to all questions regarding bribery and corruption. Rather, they are intended to provide employees with a basic introduction to how Optimax Group combats bribery and corruption in furtherance of the Company’s commitment to lawful and ethical behavior at all times. Some of the guidelines are designed to prevent situations in which bribery and corrupt practices may take root.

If you have any doubt about the scope of applicable laws or the application of the Company’s policies concerning the fight against bribery and corruption, you should contact the Legal Department immediately.

2.0 APPLICATION AND DEFINITIONS

2.1 Application

This Policy is intended to apply to every employee of Optimax Group. It is also intended to apply to every director (executive and non-executive) for those companies, except as otherwise stated in this Policy. Joint-venture (“JV”) companies in which Optimax Group is in any way associated with are encouraged to adopt these or similar principles and standards.

Although the Policy is specifically written for Optimax Group’s employees and directors, Optimax Group expects that contractors, sub-contractors, consultants, agents, representatives and others performing work or services for or on behalf of Optimax Group will comply with it in relevant part when performing such work or services.

The Policy shall also be read in line with the Malaysian Anti-Corruption Commission Act 2009 (amended 2018) and any other applicable rules and regulations in relation to anti-bribery and anti-corruption.

If a law conflicts with a policy as set out in this Policy, you should comply with the law. If you perceive that a provision in this Policy conflicts with the law in your jurisdiction, you should consult with your Head of Department, Human Resource Department or Legal Department, rather than disregard the Policy without consultation. However, if a local custom or policy conflicts with this Policy, you are called upon to comply with this Policy. If you have any questions about any of these conflicts, please consult your Head of Department, Human Resource Department or Legal Department.

2.2 Definitions

References to “you” in this Policy refer to any person to whom this Policy applies. Where more specific references are used (such as “employee”), the more specific reference is intended.

References may be made to the “Interpretations” set forth in the Malaysian Anti-Corruption Commission Act 2009 (amended 2018) where applicable. Terms may include, but not limited to “public body”, “agent (of a public body)” and “relatives”.

For purposes of this Policy, the term “family / household” includes your spouse(s), children (including step-children and adopted children), parents, step-parents, siblings, step-siblings, grandparents, grandchildren, in-laws, uncles, aunts, nieces, nephews, and first cousins, as well as other persons who are members of your household.

For purposes of this Policy, the term “employee” means any person who is in the employment of Optimax Group including but not limited to executives, non-executives, secretaries, secondees, contractors, consultants, interns, any Committee member and individuals on direct hire.

“Bribe” is described as anything of value given in attempt to affect a person’s actions or decision in order to gain or retain a business advantage. Anything of value includes cash, entertainment or other gifts or courtesies.

“Corruption” is the misuse of a public office or power for private gain or the misuse of private power in relation to business outside the realm of government.

For purposes of this Policy, “high risk countries” will refer to the countries defined in the Transparency International’s Annual Corruption Perception Index.

3.0 FORMS OF BRIBERY / CORRUPTION

Bid rigging – The way that conspiring competitors effectively raise prices in situations where purchasers acquire goods or service by soliciting competing bids.

Cartels – A secret agreement or collusion between organisations to commit illicit actions or fraud.

Charitable and political donations, sponsorship, travel and promotional expenses – These are legitimate activities for entities but can be abused by being used as a subterfuge for bribery.

Conflict of interest – A conflict of interest occurs where a person or entity with a duty to the organization has a conflicting interest, duty or commitment. Having a conflict of interest is not in itself corrupt, but corruption can arise where a director, employee or contracted third party breaches the duty due to the organization by acting in regard to another interest.

Facilitation payments – These are typically small payments made to secure or expedite the performance of a routine or necessary action to which the payer is entitled, legally or otherwise.

Illegal information brokering – The brokering of corporate confidential information obtained by illegal methods.

Insider trading – Any securities transaction made when the person behind the trade is aware of non-public material information, and is hence violating his / her duty to maintain confidentiality of such knowledge.

Kickbacks – These are bribes fulfilled after a Company has awarded a contract to a customer. They take place in purchasing, contracting or other departments responsible for decisions to award contracts. The supplier provides the bribes by kicking part of the contract fee back to the buyer, either directly or through an intermediary.

Patronage – Favouritism in which a person is selected, regardless of qualifications, merit, or entitlement, for a job or benefit because of affiliations or connections.

Price fixing – An agreement among competitors to raise, fix or otherwise maintain the price at which their goods or services are sold. Price fixing can take many forms, and any agreement that restricts price competition may violate applicable competition laws.

Revolving door – This is corruption linked to the movement of high-level employees from public sector jobs to private sector jobs and vice versa. The main concerns relate to how the practice by an organization can compromise the impartiality and integrity of public office. For organisations, there may be risks in discussing or promising future employment to public bodies or its agents or using former public bodies or its agents as board members, employees or consultants.

Tax evasion – The illegal non-payment of tax to the government of a jurisdiction to which it is owed by a person, enterprise, or trust who should be a taxpayer in that place.

4.0 RESPONSIBILITY FOR ENFORCEMENT

This Policy has been endorsed by the Board of Directors of Optimax Group, and all Optimax Groupemployees and relevant associated parties are expected to fully comply with it. The directors and Compliance Officer are responsible for ensuring this Policy is adhered to within the organization.

5.0 CHANGES TO THE POLICY

Any changes to the Policy shall be approved by the Board of Directors / relevant Committee unless the power is delegated to the Chief Executive Officer.

6.0 VALIDITY AND REVIEW OF THE POLICY

This effective date of the Policy shall be immediate upon approval by the Board of Directors / relevant Committee / delegated power.

This Policy shall be reviewed periodically; i.e. every year or as and when deemed necessary.

7.0 CORPORATE SOCIAL RESPONSIBILITY, SPONSORSHIPS AND DONATIONS

As a responsible corporate citizen, Optimax Group is committed to contributing to the wellbeing of the people and nation in countries where it operates. It is however important that all Corporate Social Responsibility (“CSR”), sponsorships and donations are made in accordance with Optimax Group policies and receive prior authorization by Optimax Group Management or the Board.

7.1 CSR

Given the nature of our business, Optimax Group is often asked by governments to contribute to Social Investment activities in the countries where we have operations.

As part of our commitment to corporate social responsibility and sustainable development, as a general matter, Optimax Group provides such assistance in appropriate circumstances and in an appropriate manner. However, such requests must be carefully examined for legitimacy and not be made to improperly influence a business outcome.

The proposed recipient must be a legitimate organisation and appropriate due diligence must be conducted in particular to ascertain whether any Public bodies or its agents are affiliated with the organisation.

Any red flags must be resolved before committing any funds to the programme. Even requests determined to be legitimate must be carefully structured to ensure that the benefits reach their intended recipients. If you are in any doubt as to whether a charitable contribution or social benefit is appropriate, please consult the Legal Department for assistance.

7.2 Sponsorships and Donations

Employees must ensure that all sponsorships and donations are not used as a subterfuge for bribery or used to circumvent or avoid any of the provisions of the Code of Ethics & Conduct, including in particular, the prohibition on bribery.

Optimax Group needs to be certain that donations to foreign-based charities or beneficiaries are not disguised illegal payments to public bodies or its agents, and must ensure that the charity does not act as a conduit to fund illegal activities in violation of international anti-money laundering, anti-terrorism and other applicable laws.

In accordance with Optimax Group’s commitment to contribute to the community coupled with its values of integrity and transparency, all sponsorships and donations must comply with the following:

Examples of red flags to look out for are as follows:

Optimax Group requires employees to use good judgment and common sense in assessing the requests. When in doubt, employees should seek further advice from the Legal Department or escalate the matter to determine the authenticity of such requests.

7.2.1 Due Diligence

Before making a commitment to a CSR activity, sponsorship or donation requested by external stakeholders, you must first conduct proper due diligence to ensure that the requests are legitimate and that any red flags raised are resolved prior to committing the funds.

The request is evaluated against the applicable guidelines and meets the following criteria:

If the request meets the above requirements and it is reasonably ascertained to be legitimate in nature, you can proceed to prepare a recommendation / memorandum seeking Management’s approval as per the Limits of Authority set by the Company.

If the request comes from a high risk country (countries perceived to have high levels of corruption), or the proposed beneficiary is based in a high risk country, or the activity takes place in a high risk country or the proposed recipient is a public body / owned by a public body, agent of a public body or its relative and it is reasonably expected that a Optimax Group subsidiary may have business that could be influenced by that public body or its agent(s), a memorandum must be sent to the Compliance Department for review as to whether or not the proposed investment / sponsorship or donation should proceed and to ensure compliance with anti-bribery and corruption laws.

7.3 Educations Sponsorships

This is applicable for any sponsorship programmes affliated with Optimax Group with the objective to provide educational opportunities to enable students to realize their potential and to contribute to the growth of Optimax Group and the nation. The awarding of scholarships should be based on strict guidelines and due diligence to ensure that only the most qualified and deserving students receive the scholarship award. This is crucial to ensure that no element of corruption is involved in the giving out of scholarships.

The selection of sponsorship recipients should be based on approved criteria such as academic qualifications and assessment results. The process of selection should be transparent and the reasons for selection should be properly recorded.

If the sponsorships are to be awarded to foreign public bodies or its agents or persons associated with foreign public bodies or its agents caution must be exercised to ensure that the awarding of sponsorship would not violate any local laws and must be in compliance with the approved Optimax Group sponsorship policy and procedures.

8.0 POLITICAL CONTRIBUTIONS

8.1 Political Contributions

As matter of general policy, Optimax Group does not make or offer monetary or in-kind political contributions to political parties, political party officials or candidates for political office.

Optimax Group may, in very limited circumstances, make political contributions in countries where such contributions are permitted under the law. The authority to approve such political contributions is with the CEO or the respective Board of Directors.

If any contribution is made, it must be permissible under applicable laws and must not be made with any promise or expectation of favorable treatment in return and must be accurately reflected in Optimax Group’s books and records.

Good faith payments to a government entity such as payments to the host country’s federal treasury required by contract or law, are not prohibited, so long as they are made with due care to the government entity and not to any individual official.

The Company encourages employees to participate in the political election process by voting. Employees may choose to make personal political contributions as appropriate within the limits established by law. Under no circumstances, however, will any employee be compensated or reimbursed in any way by the Company for a personal political contribution.

Employees are prohibited from acting on the below without first obtaining approval from their respective Head of Department:

Furthermore, charitable donations may not be used as a subterfuge for prohibited political payments.

Notwithstanding the foregoing, it is Optimax Group’s policy to engage and communicate its views and position on issues of public interest that have an important impact on the Company.

Employees must comply with local laws concerning lobbying in the jurisdictions in which Optimax Group engages in lobbying and must conduct themselves in a manner which is in accordance with local laws and consistent with the values and principles of the Code of Ethics & Conduct.

9.0 FACILITATION PAYMENT

9.1 Making Facilitation Payment

“Facilitation payment” is defined as payments made to secure or expedite the performance by a person performing a routine or administrative duty or function. Offering, promising or requesting facilitation payments is just as prohibited as actually paying or receiving facilitation payments. Facilitation payments need not involve cash or other financial asset; it can be any sort of advantage with the intention to influence them in their duties.

Optimax Group prohibits accepting or obtaining, either directly or indirectly, facilitation payments from any person for the benefit of the employee himself or for any other person who is subject to the Code of Ethics & Conduct. The reason underlying this prohibition is that facilitation payment is seen as a form of bribery and corruption.

All persons subject to the Code of Ethics & Conduct must not offer, promise, give, request, accept or receive anything which might reasonably be regarded as a facilitation payment. If you receive a request or if you are offered facilitation payments, you must report it to your Head of Department.

9.2 Exceptions to Making Facilitation Payment

However, there are certain situations or circumstances where you are faced with having to make facilitation payments in order to protect your life, limb or liberty. In dangerous situations like this, you are allowed to make payments but you must immediately report to your Head of Department or / andLegal Department. Making facilitation payment in such a situation is the only exception which can be used as a defence when faced with allegations of bribery and corruption.

10.0 MONEY LAUNDERING

Money laundering is defined as occurring when the criminal origin or nature of money or assets is hidden in legitimate business dealings or when legitimate funds are used to support criminal activities, including financing terrorism. Money laundering is a very serious crime and the laws governing this type of crime can have extra territorial effect, i.e. the application of the law is extended beyond local borders. The penalties for breaching anti-money laundering legislation are severe and can include extradition and incarceration in foreign jurisdictions.

Optimax Group strongly objects to practices related to money laundering, including dealing in the proceeds of criminal activities.

To avoid violating anti-money laundering laws, employees are expected to always conduct counterparty due diligence to understand the business and background of Optimax Group’s prospective business counterparties and to determine the origin and destination of money, property and services. Counterparty means any party that Optimax Group is currently in relationship with or intends to do business with in the future, either on a regular or once-off basis. Counterparties include but are not limited to customers, contractors, suppliers, consultants, agents, JV partners and any other business partners.

A number of initiatives can be taken to strengthen anti-money laundering governance, they include the following:

11.0 DEALING WITH THIRD PARTIES

11.1 Dealing with Third Parties

Optimax Group’s dealings with third parties, which include contractors, suppliers, agents, consultants, JV partners, introducers/government intermediaries etc., must be carried out in compliance with all relevant laws and consistent with the values and principles of the Code of Ethics & Conduct. As part of this commitment, all forms of bribery and corruption are unacceptable and will not be tolerated.

Optimax Group expects that all third parties acting for or on its behalf to share the Company’s values and ethical standards as their actions can implicate Optimax Group legally and tarnish the Company’s reputation. Therefore, where we engage third parties, such as contractors, agents, intermediaries or JV partners, we are obligated to conduct appropriate counterparty due diligence to understand the business and background of Optimax Group’s prospective business counterparties before entering into any arrangements with them to ensure that we are dealing with counterparties that subscribe to acceptable standard of integrity in the conduct of their business.

To help ensure that we only do business with third parties that share Optimax Group standards of integrity, we must do the following:

If at any point during the due diligence exercise or in the dealings with a third party, there are conflicts of interest or “red flags” are raised, these warrant further investigation and must be sufficiently addressed before the engagement of the third party can progress. Examples of common “red flags” involving third parties include:

Optimax Group requires its employees to use good judgment and common sense in assessing the integrity and ethical business practices of third parties and have provided the above as a guideline.

Employees should seek advice from the Legal Department whenever particular questions arise relating to third parties that the Company has appointed or is considering appointing.

11.2 Dealing with Contractors and Suppliers

In line with the general principles of the Code of Ethics & Conduct, Optimax Group is committed to uphold the highest standard of ethics and integrity in all aspects of its procurement activities. The Procurement function of Optimax Group should avoid dealing with any contractors or suppliers known or reasonably suspected of corrupt practices or known or reasonably suspected to pay bribes.

Optimax Group Procurement function must ensure that all procurement activities are in line with the procurement policies and procedures that are applicable in your jurisdiction, which include:

Optimax Group Procurement function must conduct due diligence on prospective contractors and suppliers to confirm whether or not these external parties have in place anti-bribery programmes and that they will not engage in any improper practices.

Screening should be conducted on the company, its directors and top management and this can be done through the due diligence process and procedures as established in your jurisdiction. The scope and extent of the due diligence required will vary depending upon the circumstances of each proposed transaction.

Optimax Group Procurement function should also monitor significant contractors and suppliers as part of their regular review of the performance of the third party. Optimax Group has the right to terminate their services in the event that these third party pay bribes or act in a manner which is inconsistent with the Code of Ethics & Conduct and Policy.

If any red flags are raised, these issues must be resolved. If it is not possible then the company must be barred from being on the list of registered or licensed contractors / suppliers and/or disqualified from participating in any Optimax Group’s tender exercise. For further guidance on the implementation of the Optimax Group’s Policy and the due diligence checklist for contractors and suppliers, employees should consult their respective Procurement function or Legal Department.

11.2.1 Due Diligence Checklist for Contractors and Suppliers

Optimax Group in particular, the procurement function must follow the following procedures when dealing with Contractors and Suppliers:

11.3 Mergers, Acquisitions & Investments

Optimax Group must undertake due diligence in evaluating Mergers and Acquisition transactions and investments to ensure compliance with anti-bribery and corruption laws.

11.3.1 Due Diligence – Pre Acquisition

  1. Anti-bribery due diligence is considered on a proportionate basis for all investments but on a risk-based approach, with the level of due diligence being proportionate to the investment and the perceived likelihood of risk of bribery.
  2. The level of anti-bribery due diligence for the transaction is commensurate with the bribery risks.
  3. Anti-bribery due diligence starts sufficiently early in the due diligence process to allow for adequate due diligence to be carried out and for the findings to influence the outcome of the negotiations or stimulate further review if necessary.
  4. The partners or board provide commitment and oversight to the due diligence reviews.
  5. Information gained during the anti-bribery due diligence is passed on efficiently and effectively to the company’s management once the investment has been made.

11.3.2 Due Diligence – Post Acquisition

11.3.3 What to Look for in Anti-Bribery Due Diligence

11.4 JV Partners

In view of the possibility that Optimax Group may be held responsible for the illegal activities of its co-venturers, we need to ensure that JV in which Optimax Group has a controlling interest adopt the Policy.

Where Optimax Group neither controls nor operates the JJV or where Optimax Group holds a minority interest, we should:

12 DEALING WITH PUBLIC BODIES AND AGENTS

12.1 Dealing With Public Bodies and Agents

A 'public body’ includes, without limitation, candidates for public office, officials of any political party, and officials of state-owned enterprises other than Optimax Group.

An ‘agent’ means any person employed by or acting for another, and includes an officer of a public body.

Further reference can be made to the “Interpretation” in the Malaysian Anti-Corruption Commission Act 2009 (amended 2018).

Caution must be exercised when dealing with public bodies or its agents as the laws of bribery and corruption in some countries are more stringent and provides for stricter punishments. Providing gift, entertainment or corporate hospitality to agents of public bodies or their family/ household members is generally considered a ‘red flag’ situation in most jurisdictions. The No Gift Policy of Optimax Groupmay be used as a guide.

You are prohibited from paying for nonbusiness travel and hospitality for any agents of public bodiesor his / her family / household members without permission from your Head of Department or the head of your operating unit in consultation with the Legal Department. Other Optimax Group policies and procedures on gift, entertainment and corporate hospitality must also be abided by, copies of which can be obtained from the Human Resource Department.

If approval is obtained for you to provide gift, entertainment or corporate hospitality to agents of public bodies , you must ensure that the gift, entertainment or corporate hospitality is not excessive and lavish, and must commensurate with the official designation of the agents of public bodies and not his personal capacity. You must also be aware of local laws governing the activity and to ensure compliance. You should seek guidance from the Human Resource Department or Legal Department prior to providing any gift, entertainment or corporate hospitality to agents of public bodies.

12.2 Optimax Group Employees as Agent of Public Bodies

Under anti-bribery and corruption laws in some jurisdictions, Optimax Group employees may be considered public bodies or its agents because Optimax Group is state-owned.

To prevent violations of law and underscore our commitment to ethical behavior worldwide, you should always abide by Optimax Group’s policies and provisions in relation to gifts (including the “No Gift” policy), entertainment and corporate hospitality, copies of which are available from your Human Resource Department.

In this regard, you are strictly prohibited from accepting gifts, entertainment or corporate hospitality that is excessive, lavish, inappropriate, illegal, or given to influence a business decision or with an understanding that, in return, some desirable outcome may be expected. If you have any queries on this matter, you should always consult and seek further advice from the Legal Department.

13 RECRUITMENT OF EMPLOYEES

13.1 Recruitment of Employees

Optimax Group, provides equal opportunity for any qualified and competent individual to be employed by the company from various multicultural and multiracial background, sourced from both Optimax Group sponsorship programme and externally, local and internationally.

The recruitment of employees should be based on approved selection criteria to ensure that only the most qualified and suitable individuals are employed. This is crucial to ensure that no element of corruption is involved in the hiring of employees.

In line with this, proper background checks should be conducted in order to ensure that the potential employee has not been convicted in any bribery or corruption cases nationally or internationally. More detailed background checks should be taken when hiring employees that would be responsible in management positions, as they would be tasked with decision-making obligations.

If you find or suspect that another person subject to this policy has violated or about to violate this policy or applicable law, whether deliberately or inadvertently, you must forthwith report the same, in writing, to your Head of Department or your Human Resource Department.

The Human Resource Manual of Optimax Group may be used as a guide.

14 HOW TO RAISE A CONCERN

All employees of Optimax Group are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage.

The Whistleblowing Policy of Optimax Group for raising a concern may be used as a guide.

15 RECORD KEEPING

Optimax Group is required to keep all financial records and have appropriate internal controls in place which will evidence the business reason for any payments made to external parties. No accounts must be kept “off-book” to facilitate or conceal improper payments.

All employees of Optimax Group must ensure that all expense claims relating to entertainment, gifts of expenses incurred are submitted in accordance with Optimax Group’s applicable expense policy and specifically record the reason for the expenditure.

16 TRAINING AND COMMUNICATION

16.1 Training

All existing employees of Optimax Group will receive regular, relevant training on how to implement and adhere to this Policy.

Training / Refresher course will be conducted for the existing employees annually or as and when necessary.

16.2 Communication

Our zero-tolerance approach to corruption and bribery must be communicated to all external parties at the outset of our relationship with them and as appropriate thereafter.

17 MONITORING AND REVIEW

All employees are responsible for the success of this Policy and should ensure they use it to disclose any suspected danger or wrongdoing.

Internal control systems and procedures will be subject to regular reviews to provide assurance that they are effective in countering bribery and corruption.

The Compliance Officer will be responsible to oversee the design and implementation of the anti-bribery management system of the Company.

Optimax Group reserves the right to amend this policy from time to time.