Anti-Corruption and Business Ethics Policy

Veragates is committed to conducting business lawfully, fairly, transparently, and with integrity. This Policy establishes mandatory controls designed to prevent, detect, report, and respond to bribery, corruption, conflicts of interest, improper payments, unethical conduct, and inaccurate books and records. It supports Veragates’ relationships with customers, suppliers, technology partners—including Oracle—public-sector entities, and other stakeholders.

This Policy is intended to meet applicable anti-bribery and anti-corruption requirements wherever Veragates operates or conducts business. Where local law, a customer or partner requirement, or a contract imposes a stricter standard, the stricter requirement applies.

This Policy applies to:

• All Veragates companies, branches, offices, and controlled operations, including operations in Egypt and the UAE.
• All directors, officers, founders, employees, temporary workers, interns, and individual contractors (“Covered Persons”).
• Agents, consultants, resellers, distributors, sales representatives, introducers, subcontractors, suppliers, joint-venture partners, and any other person or entity acting for or on behalf of Veragates (“Third Parties”).
• All dealings with private-sector customers and all Government Officials, state-owned or state-controlled enterprises, public international organizations, political parties, and candidates.

Covered Persons must ensure that Third Parties under their supervision understand and comply with this Policy. Veragates will use risk-based due diligence, contractual protections, monitoring, and—where appropriate—training to manage Third-Party risk.

Anything of value

Cash or cash equivalents, gifts, meals, travel, lodging, entertainment, employment or internships, discounts, charitable or political contributions, sponsorships, favors, confidential information, debt forgiveness, commissions, rebates, or any other tangible or intangible benefit.

Bribery

Offering, promising, authorizing, giving, requesting, agreeing to receive, or accepting anything of value, directly or indirectly, to improperly influence an act or decision, obtain or retain business, secure an improper advantage, or reward improper conduct.

Government Official

Any officer, employee, representative, or person acting for a government, ministry, regulator, municipality, public agency, public international organization, political party, or candidate; any member of a royal family acting in an official capacity; and employees of state-owned or state-controlled entities. The definition is interpreted broadly.

Facilitation payment

A small or unofficial payment intended to speed up or secure a routine governmental action. Such payments are prohibited, even if customary or low in value.

Kickback

The return of part of a payment, fee, commission, contract value, or benefit as a reward for arranging or influencing business.

Conflict of interest

A situation in which personal, family, financial, or outside interests could influence—or appear to influence—objective business judgment.

No Covered Person or Third Party may, directly or indirectly:

• Offer, promise, authorize, give, request, receive, or accept a bribe, kickback, secret commission, or improper advantage.
• Use a Third Party, relative, subcontractor, consultant, or other intermediary to do anything that Veragates could not lawfully or ethically do itself.
• Make a facilitation payment, except under an immediate and credible threat to health or safety as described in Section 9.
• Provide anything of value to improperly influence a customer, procurement decision, tender, inspection, permit, tax matter, customs process, regulatory action, or other decision.
• Accept anything of value that compromises, or appears to compromise, impartial business judgment.
• Create, approve, conceal, or reimburse false, misleading, incomplete, or off-book records or payments.
• Split transactions, misclassify expenses, use personal funds, or circumvent approval limits or controls.
• Retaliate against anyone who raises a concern in good faith or participates in an investigation.

Interactions with Government Officials present heightened risk. No payment, gift, meal, entertainment, travel, accommodation, employment opportunity, donation, sponsorship, or other benefit may be provided to a Government Official or a close family member to influence official action or obtain an advantage.

Before providing any permissible item of value to a Government Official, the business owner must obtain written pre-approval from the Compliance Officer or designated executive, confirm that the activity is lawful and directly related to a legitimate business purpose, verify that any host organization’s rules permit it, and ensure transparent and accurate recording. Cash and cash equivalents are never permitted.

Tender specifications, evaluation criteria, confidential procurement information, licenses, customs clearances, audits, inspections, and regulatory decisions must never be influenced through personal benefits. Where uncertainty exists over whether a person is a Government Official, treat the person as one and seek guidance.

Business courtesies may be offered or accepted only when they are lawful, modest, infrequent, transparent, appropriate to the recipient’s role and local context, connected to a legitimate business purpose, and not intended—or reasonably perceived—to influence a decision. The same rules apply whether Veragates pays directly or reimburses an employee or Third Party.

Managers may not approve their own courtesy or expense. Deliberately dividing an expense to remain below an approval threshold is prohibited. A courtesy that may embarrass Veragates if publicly disclosed must not be offered or accepted.

Commissions and success-based fees create elevated anti-corruption risk and must reflect genuine, documented services at a commercially reasonable rate. They must never be used to conceal a bribe, kickback, referral payment to a decision-maker, or transfer to an undisclosed beneficiary.

Before engaging or paying an agent, introducer, reseller, consultant, or other commission recipient, Veragates must:

1. 1Document the business need, scope of services, qualifications, ownership, management, beneficial owners, relevant relationships, and expected deliverables.
2. 2Conduct proportionate due diligence, including sanctions and adverse-media checks where legally and operationally available, and identify Government Official or customer relationships.
3. 3Assess whether the proposed fee is reasonable against the work, expertise, geography, risk, and market practice; obtain written approval under the applicable authority matrix.
4. 4Execute a written agreement before services begin, including a specific scope, payment terms, anti-corruption representations, audit/cooperation rights where appropriate, and termination rights for misconduct.
5. 5Pay only against valid invoices and evidence of completed services, to an account in the contracting party’s name and ordinarily in the country where it is established or performs the work.
6. 6Record the payment accurately and monitor performance, conduct, invoices, and changes in ownership, scope, bank account, or risk.

Prohibited or high-risk features include excessive or unexplained commissions; vague “consulting” services; payment before contracting or performance; cash; payment to personal or unrelated accounts; offshore or third-country accounts without a documented legitimate reason; backdated contracts; false invoices; undisclosed subagents; unusual urgency; secrecy; or a refusal to accept compliance terms. Red flags must be resolved and documented before engagement or payment.

Charitable contributions and sponsorships must have a legitimate, documented purpose, receive required written approval, be paid to a verified organization rather than an individual, and never be used to influence a decision or channel value to a customer or Government Official. Appropriate due diligence and proof of use are required.

Veragates corporate funds, resources, facilities, and name must not be used for political contributions or to support a political party or candidate unless expressly lawful and approved in writing by executive management following legal and compliance review. Personal political activity must be conducted on personal time and without implying Veragates endorsement.

Employment, internships, promotions, or work experience must not be offered to influence business or official action. Candidates connected to customers or Government Officials must follow the normal documented recruitment process, be qualified, and be subject to conflict and compliance review.

Facilitation payments are prohibited. If a person reasonably believes that refusing a demand creates an immediate and credible threat to personal health or safety, a payment may be made solely to avoid that threat. The person must report it to management and the Compliance Officer as soon as safely possible and no later than 24 hours where practicable, provide all known details, and ensure the payment is accurately recorded. Commercial pressure, delay, inconvenience, or loss of business does not qualify as a health-or-safety emergency.

Covered Persons must avoid and promptly disclose actual, potential, or perceived conflicts of interest. Examples include ownership or financial interests in a customer, supplier, competitor, or partner; close family or personal relationships affecting a Veragates decision; outside employment; directing work to a related party; or accepting benefits that could affect judgment.

Disclosure must be made before participating in the relevant decision whenever possible. Management will document safeguards, which may include recusal, independent review, competitive sourcing, reassignment, divestment, or prohibition of the activity. Disclosure does not itself authorize the conflict.

Veragates must maintain books, records, invoices, contracts, expense claims, approvals, and supporting documents that accurately and fairly reflect transactions in reasonable detail. No undisclosed, unrecorded, or “off-book” fund or asset may be established for any purpose.

• Descriptions must state the true business purpose, participants, beneficiary, amount, date, and relevant project or customer.
• Employees must never alter, fabricate, omit, or misclassify information to conceal the nature of a transaction.
• Payments require appropriate segregation of duties and authorization; a requester must not be the sole approver of the same transaction.
• Records must be retained in accordance with applicable law, contract, and Veragates’ records-retention requirements, and must not be destroyed when an investigation, audit, claim, or legal hold is pending.
• Finance may reject or suspend any transaction lacking complete, consistent, and credible support.

Due diligence must be proportionate to risk and completed before commitment. Factors include country and public-sector exposure, services, compensation method, Government Official connections, use of subagents, ownership transparency, reputation, transaction value, and degree of interaction with customers or authorities.

For any higher-risk transaction—including commissions, agents, Government Official interactions, travel, sponsorships, donations, or a courtesy requiring approval—the business owner must complete the following process before committing Veragates:

1. 1Describe the legitimate business purpose, parties, beneficiaries, value, timing, and proposed method of payment.
2. 2Identify Government Official, customer decision-maker, related-party, tender, regulatory, and conflict-of-interest connections.
3. 3Complete applicable due diligence and resolve all red flags with evidence.
4. 4Obtain written approvals under the authority matrix; Compliance review is mandatory where this Policy requires it.
5. 5Execute an appropriate written agreement or retain written approval and supporting records before value is provided.
6. 6Record the transaction completely in the accounting system and applicable gifts, hospitality, conflicts, donations, or Third-Party register.
7. 7Monitor completion and escalate any changed facts, unusual requests, or suspected misconduct.

Silence, informal verbal consent, or approval after the event is not sufficient, except for a documented safety emergency under Section 9.

Covered Persons and Third Parties must promptly report suspected or actual violations, attempted violations, requests for improper payments, retaliation, control weaknesses, or red flags. Reports may be made to a line manager, the CEO, the designated Compliance Officer, Human Resources, or another reporting channel formally communicated by Veragates.

Reports should include the facts known, people and organizations involved, dates, supporting records, and any urgent risk. Anonymous reporting will be accepted where permitted and operationally available. Confidentiality will be protected to the extent reasonably possible, consistent with a fair investigation and legal obligations.

Veragates prohibits retaliation against any person who raises a concern honestly and in good faith, seeks guidance, refuses to participate in suspected misconduct, or assists an investigation. Retaliation is itself a serious violation. Intentionally false or malicious allegations may lead to discipline; an unsubstantiated good-faith report will not.

Veragates will assess concerns promptly and impartially, preserve relevant evidence, protect confidentiality, and use investigators with appropriate independence and competence. All Covered Persons must cooperate truthfully and must not destroy records, interfere with witnesses, disclose confidential investigative information without authorization, or conduct their own unauthorized investigation.

Where misconduct or a control weakness is identified, Veragates may stop payments, suspend activity, remove access, discipline personnel, terminate Third Parties, recover losses, enhance controls, provide training, make contractual or regulatory notifications, and refer matters to competent authorities as appropriate.

Relevant personnel will receive anti-corruption and ethics training at onboarding and periodically thereafter, with enhanced training for higher-risk roles such as leadership, sales, procurement, finance, public-sector business, and Third-Party management. Veragates may require written certifications of compliance, disclosure of conflicts, and confirmation that personnel have completed assigned training.

This Policy will be made available to Covered Persons and, where appropriate, to Third Parties and the public. Managers are responsible for reinforcing it and encouraging questions before action is taken.

Veragates will periodically review the design and operation of this Policy and related controls using a risk-based approach. Reviews may examine Third-Party files, commissions, gifts and hospitality, travel, donations, expense claims, procurement, public-sector projects, approval evidence, training, reporting, and remediation. Findings will be documented and tracked to completion. The Policy will be updated when laws, business activities, geographies, contractual requirements, risk assessments, or lessons learned warrant change.

Violations may expose individuals and Veragates to criminal, civil, contractual, financial, and reputational consequences. Any Covered Person who violates this Policy, fails to report known misconduct, obstructs an investigation, retaliates, or circumvents controls may face disciplinary action up to and including termination, subject to applicable law. Third Parties may face suspension, non-payment of improper or unsupported amounts, contract termination, claims for damages, and referral to authorities.

No employee will suffer an adverse employment consequence for refusing in good faith to pay a bribe or participate in conduct prohibited by this Policy, even if Veragates loses business or experiences delay as a result.

Questions must be raised before proceeding with an uncertain transaction. No person may grant an exception that would permit illegal conduct. Any administrative exception to a non-legal procedural requirement must be documented, supported by a legitimate reason and compensating controls, and approved in writing by the Compliance Officer or designated executive. Material exceptions must be reported to executive management.

Management is responsible for adopting supporting procedures, approval thresholds, registers, forms, reporting contacts, and training suitable for Veragates’ size, operations, and risk profile. If this Policy conflicts with applicable law, legal advice should be obtained and the lawful, stricter standard applied.

The following indicators require inquiry and documented resolution; the presence of a red flag does not automatically establish misconduct:

• A Third Party is recommended or required by a customer, Government Official, or decision-maker without a clear business rationale.
• Unusually high commissions, success fees, discounts, rebates, margins, or vague services.
• Requests for cash, cryptocurrency, rounded invoices, false descriptions, split invoices, advance payment, or payment to a different person, country, or account.
• A Third Party has hidden ownership, undisclosed subagents, close ties to officials or customers, limited relevant capability, or a newly formed entity with no track record.
• A request for secrecy, missing documentation, backdating, side letters, or avoidance of Veragates’ approval process.
• Unusual gifts, travel, donations, sponsorships, internships, employment, or personal favors linked to a tender, contract, license, inspection, tax, customs, or payment decision.
• Statements that improper payments are customary, necessary, untraceable, or the only way to do business.
• Repeated small transactions just below approval or reporting thresholds.
• Refusal to certify compliance, permit reasonable audit/cooperation rights, answer diligence questions, or provide evidence of services.

• Formally approve and communicate this Policy.
• Name a Compliance Officer or responsible executive and publish reporting contact details.
• Approve monetary thresholds and an authority matrix for gifts, hospitality, travel, commissions, donations, sponsorships, and Third Parties.
• Establish gifts/hospitality, conflicts, Third-Party, donations/sponsorships, and investigation registers.
• Implement risk-based Third-Party due diligence and contract clauses.
• Train relevant personnel and collect periodic certifications.
• Test a sample of transactions and track remediation at least annually.
• Publish the controlled policy on the Veragates website and retain prior versions.

This document becomes the official Veragates policy upon approval by authorized executive management. Electronic approval, a documented management resolution, or signature below may be used according to Veragates’ governance procedures.