ANTI-CORRUPTION AND ANTI-BRIBERY POLICY – EE 07.27

Description of Management’s commitment to zero tolerance towards bribery and the procedures governing this commitment.

CONTROLLED COPY #1 | VERSION: 1
Farmers & Traders – VASILIKI PANAGOPOULOU & CO. EE

Message from Management

A fundamental priority of VASILIKI PANAGOPOULOU & CO. EE, and a continuous objective of its Management, is to maintain a culture of integrity, transparency and compliance, fully aligned with our principles and values.

Integrity is an integral part of the Company’s Code of Conduct, and compliance with it by all of us – regardless of area of responsibility or hierarchical level – is an essential prerequisite for the healthy development of the Company and a responsibility shared by each and every one of us.

Taking into consideration that bribery is one of the major global challenges faced by both the public and private sectors, including in our country, businesses must adopt the most effective possible measures to combat it.

Bribery may, among other things, increase costs, undermine competition and create a risk of reputational damage capable of financially destabilising a business.

For this reason, VASILIKI PANAGOPOULOU & CO. EE, demonstrating its commitment to zero tolerance towards corruption and bribery, has adopted a dedicated Anti-Bribery Policy containing clear instructions and guidelines.

I encourage you to study the guidelines contained in this Anti-Bribery Policy and ensure that you fully understand them, so that there is no uncertainty regarding how we should behave and respond to incidents of this nature.

We expect this not only from the Company’s personnel but also from all other interested parties, including partners, suppliers, customers and other associates.

In all cases, the Company’s competent and specialised personnel are available to provide support, guidance and clarification whenever required, with the aim of ensuring a complete understanding of our operating framework.

VASILIKI PANAGOPOULOU
Manager of VASILIKI PANAGOPOULOU & CO. EE

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1.0 Definitions

1.1 “Company” means VASILIKI PANAGOPOULOU & CO. EE.

1.2 “Policy” means this Anti-Bribery Policy.

2.0 Scope

2.1 This Policy applies to all activities of VASILIKI PANAGOPOULOU & CO. EE.

2.2 This Policy is binding upon members of the Board of Directors and persons exercising managerial responsibilities within the Company, Company personnel, customers, suppliers, any person providing services to the Company and any third party acting on behalf of the Company.

3.0 Purpose

3.1 This Policy aims to reinforce Management’s commitment to zero tolerance towards bribery by establishing a framework of obligations and guidelines to be used as a tool for the prevention, deterrence and combating of bribery.

3.2 More specifically, the Policy aims to:

(a) ensure compliance with the applicable legal and regulatory framework for combating bribery;

(b) ensure understanding of the definition of bribery and the different forms it may take;

(c) encourage confidential reporting of any incident or suspicion of bribery through designated communication channels;

(d) promote vigilance among employees and associates in recognising activities connected with bribery; and

(e) protect the reputation of the Company.

4.0 Definition of Bribery

4.1 Bribery consists of requesting, receiving, offering, promising or providing money or any other undue or improper benefit by or to a Company employee or a Public Official in order to obtain a commercial or personal advantage.

4.2 Examples of payments and activities associated with bribery include:

(a) monetary gifts – cash or cash equivalents;

(b) personal favours and reciprocal benefits;

(c) illegal commissions / kickbacks;

(d) promises of additional business;

(e) expensive travel, accommodation or participation in events without a legitimate business purpose;

(f) personal or family expenses paid by another party, including prepaid cards or gift cards;

(g) loans from suppliers that are never repaid;

(h) requests by public officials for payment in order to perform an official act.

4.3 Bribery, which may result in civil and criminal liability under applicable legislation, is divided into active and passive bribery:

(a) Active bribery: where a person promises or provides an employee, either directly or through an intermediary, with an undue benefit of any kind in return for an act or omission related to, or contrary to, that employee’s duties.

(b) Passive bribery: where an employee, in breach of their duties, requests or receives, either directly or through an intermediary, for themselves or for a third party, an undue benefit of any kind in return for an act or omission related to, or contrary to, their duties.

5.0 Forms of Bribery

5.1 Facilitation payments

Facilitation payments are payments intended to encourage a person to perform a duty that they are already obliged to perform, particularly where the amount paid exceeds what is legitimately due.

This practice is widely known and occurs in some countries for the purpose of accelerating or securing routine public services or documentation.

An example could be a company making a payment to an official responsible for issuing permits – such as environmental, installation or operating permits – in order to avoid delays.

We do not make facilitation payments of any kind, even where such payments may be permitted under local legislation or where refusing to make such a payment may result in commercial delays. This includes, for example, paying a small amount in order to accelerate the processing of a Company application by a Public Authority.

If we are requested to make a facilitation payment, or if we have any suspicions, concerns or questions regarding such a payment, we report the matter to our immediate supervisor.

5.2 Kickbacks

A kickback is a form of bribery paid to a person capable of influencing an organisation in exchange for obtaining some form of benefit for the person offering the bribe.

Kickbacks are most commonly paid by companies seeking to secure profitable contracts or contracts with favourable terms.

In return for their assistance, part of the benefit generated by the contract is paid, or “kicked back”, to the decision-maker within the contracting organisation.

The contracting organisation itself is not aware of the payment made to its official.

5.3 Intermediaries – secret commissions

Businesses frequently use agents to conclude contracts on their behalf, for example when undertaking a public works contract in a foreign country.

Secret commissions constitute a form of bribery whereby an agent requests or accepts payment in order to influence such contracts for the benefit of the party offering the bribe, without the knowledge or consent of the Company.

Such a payment may be made to secure the contract, obtain favourable contractual terms or even prevent a competitor from entering into a similar contract.

5.4 Trading in influence

Trading in influence occurs when an official seeks payment in exchange for using their influence to obtain an improper advantage or preferential treatment for the person making the payment.

The term also applies where the person making the payment asks officials to exercise their influence in exchange for payment in order to secure an improper advantage or preferential treatment.

5.4 Political contributions

The offering of gifts or donations, or the provision of any other financial support to political parties or their representatives, is prohibited.

It is also prohibited to provide contributions or other forms of assistance to candidates for public office, political parties or other political organisations.

5.6 Charitable contributions and sponsorships

As part of its corporate social responsibility activities, the Company may support organisations or sponsor events and initiatives of a sporting, cultural, educational or other nature.

In every case, it must be ensured that charitable or social contributions and sponsorships are provided only to recognised organisations and following appropriate research and evaluation.

No such contribution or sponsorship may be provided with the expectation of obtaining a business advantage or other preferential treatment in return.

6.0 Gifts – Hospitality – Entertainment

6.1 Persons referred to in paragraph 2.2 are expressly prohibited from giving or receiving gifts that are intended, or could reasonably appear to be intended, to create or maintain a commercial advantage.

6.2 Exceptions to this prohibition include low-value gifts that fall within normal business practices, such as stationery, calendars and similar items, as well as symbolic gifts offered in connection with name days, religious celebrations or other occasions and regarded as acceptable forms of social courtesy.

6.3 In particular, the following may neither be accepted nor offered:

(a) cash-equivalent gifts, such as prepaid cards, gift cards, travellers’ cheques and similar items;

(b) any gift during the submission of tenders or negotiation of contracts with public authorities or other companies;

(c) travel, such as airline tickets or cruises, or accommodation such as five-star hotels;

(d) entertainment that may be considered luxurious or significant in terms of cost, such as tickets to exclusive sporting events;

(e) jewellery, works of art and similar high-value objects;

(f) personal gifts such as clothing, electronic equipment or household furniture.

6.4 Low-value gifts may include:

(a) reasonably priced meals, provided that meals with the same individual do not occur repeatedly;

(b) entertainment consistent with legitimate business relations;

(c) items bearing the Company’s or related companies’ trademarks, such as T-shirts, mugs, USB drives and similar items;

(d) small objects or products representative of the country of Company personnel or a particular business partner, such as local foods, beverages or small traditional items.

Before accepting or offering a gift, we must consider its value and nature as well as the frequency with which such gifts are exchanged. We should consider whether the action could create an obligation and/or influence our judgement.

If we are uncertain whether a gift may be accepted or offered, we should consult our immediate supervisor and/or the competent Compliance Officer for appropriate guidance.

7.0 Obligations

7.1 Company Directors and Heads of Divisions and/or Departments are required to:

(i) inform their subordinates about this Policy and the relevant procedures; and

(ii) encourage their subordinates to adopt a positive and open working culture in which they feel able to raise concerns freely.

7.2 Company employees are required to:

(i) be familiar with this Policy and the relevant procedures; and

(ii) remain vigilant and report through the appropriate channels any incident that comes to their attention which contains elements of, gives rise to suspicion of, or could expose the Company to the risk of bribery.

If there is any uncertainty about how you should respond to a situation, or whether particular conduct may be inappropriate or contrary to this Policy, you should always seek appropriate guidance before taking action.

In all cases, Company Management is responsible for providing clarification or advice on matters relating to this Policy.

8.0 Submission of Reports / Complaints

8.1 The procedure for submitting, managing and investigating any report or complaint, including cases described in this Policy, as well as the principles governing data analysis, record keeping, protection of personal data and protection against retaliation following a report or complaint, are described in detail in the applicable GDPR framework.

8.2 Reports or complaints should be submitted on the basis of an honest and reasonable belief that an incident of non-compliance with this Policy has occurred or is likely to occur and must be made in good faith.

8.3 Reports / complaints may be:

(a) submitted directly to Management;

(b) sent by email;

(c) submitted through the Complaints Box; or

(d) sent by post to:

REGISTERED OFFICE: LAPPA, ACHAIA, POSTCODE 27052 | BRANCH: KOUGEIKA, VARDA, ILIA, POSTCODE 27052

marked “Confidential.”

9.0 Violations and Sanctions

9.1 The Company adopts a zero-tolerance approach towards any conduct that does not comply with this Policy.

Any violation of the Policy is considered a serious matter and constitutes a disciplinary offence that may result in sanctions.

9.2 Disciplinary sanctions are determined separately in each individual case, depending on the nature and seriousness of the conduct and violation identified, in accordance with the principle of proportionality.

All cases are handled consistently in accordance with the principle of equal treatment.

Any disciplinary sanctions are imposed without prejudice to the provisions of applicable legislation.

10.0 Final Provisions – Approval and Review of the Policy

10.1 The Anti-Bribery Policy is approved by the Company’s Board of Directors, reviewed annually and revised whenever necessary.