Anti-bribery and Corruption Policy

Draft: August 2025

Important Notice

Sanctions compliance does not operate in isolation. Rather, it is one element, along with AML, CFT and CPF, of THEMIS CARBON CY LTD financial crime compliance framework. So, all the relevant provisions and APPENDIXES of the AML Manuals and all the relevant procedures are also applicable.

The Senior Management/Board of Directors of the Company is responsible for approving the policies, procedures and controls applied by the Company. This document applies to all employees of the Company and should be read in conjunction with other policies and procedures of the Company.

CONTENTS

1. KEY DEFINITIONS……………………………………………………………………………………………………………………… 4

2. PURPOSE…………………………………………………………………………………………………………………………………. 5

3. LEGAL FRAMEWORK…………………………………………………………..……………..………………………..……………6

4. POLICY………………………………………………………………………………………………………………………………………6

5. Indicative cases that may raise concerns of bribery and corruption………………………………………….10

6. Special Considerations for Carbon Credit Services ……………………………………………………………………11

7. Roles & Responsibilities…………………………………………………………………………………………………………… 1

1. KEY DEFINITIONS

1. Bribery: Refers to the offering, giving, soliciting, or receiving of any item of value (i.e. gift, money, loan, fee, reward or privilege, discounts, travel etc) as a means of influencing the actions of an individual holding a public or legal duty. This type of action results in matters that should be handled objectively being handled in a manner best suiting the private interests of the decision maker.

2. Being bribed: It is an offence to request, agree to receive or accept a financial or other advantage with the intention that, consequently, a relevant function or activity is performed improperly.

3. Improper Performance: When a person a) acts contrary to good faith (e.g. breach a legal or contractual requirement (e.g. favour one bidder over another in a procurement decision) b) take advantage of a position of trust (e.g. divulge confidential information).

4. Corruption: The abuse of entrusted power for private gain. Corruption can be classified in three ways depending on the amounts of money lost and the sector where it occurs i.e grand, political, petty.

            “Anything of value” includes, but is not limited to:

• Cash or cash equivalents

• Gifts, hospitality, travel, or entertainment

• Employment opportunities

• Donations or sponsorships

• Facilitation payments

• Favours or privileges

1. Facilitation Payments: Covers payments made to officials to obtain or speed up routine services which the officials are required to provide.

2. PURPOSE

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THEMIS CARBON CY LTD (the “Company”) conducts its business fairly with honesty and transparency and this must be reflected in every aspect of our business affairs. Management is committed to ensure adherence to legal and ethical standards. The action and conduct of Company Directors, Managers and employees as well as others acting on the Company’s behalf is essential to maintaining these standards. To that end, all Company’s personnel, including members, auditors and contractors as well as suppliers, joint venture partners, suppliers, agents and third parties involved in any transaction with the Company and any other form of associates involved in Company’s business must be familiar and comply with this Anti Bribery and Policy. 

Bribery, and other forms of corruption, is a criminal offence in most countries and bribery acts expose the Company its employees to the risk of prosecution, fines and imprisonment, as well as endangering Company’s reputation. 

The Company values its reputation for ethical behavior and for financial integrity and reliability. It recognises that over and above the commission of any crime, any involvement in bribery will also reflect adversely on its image and reputation. Even the suggestion of corruption may damage our reputation and may also bring the personal integrity of individuals into question. 

This policy has been adopted by the Company and is communicated to everyone involved to ensure their commitment to it. The Company applies a "zero tolerance" approach to acts of bribery and corruption by any of our employees or any business partners. The Company prohibits:

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• Bribery of public officials or private individuals.

• Unauthorised commissions, “kickbacks”, or disguised payments.

• Gifts or hospitality intended to influence business decisions.

• Manipulation, falsification, or misrepresentation of carbon project data, emissions calculations, verification documents, or carbon credit issuance information.

• Payments or incentives to project partners, community leaders, or auditors to alter outcomes.

• Any attempt to influence regulatory approvals through improper means.

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Any breach of this policy will be regarded as a serious offence by the Company, and it will result in disciplinary action. The Company encourages all employees to report any suspicious activity that may violate this policy. A confidential and discrete way to report any violations or suspicious activity is in place. 

The main body involved in investigating bribery and corruption allegations and complaints is the police which operates with specialist financial intelligence units such as the Unit for Combating Money Laundering (MOKAS).  

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The Anti-Bribery and Corruption Policy applies to the Company and its subsidiaries.  

Management is committed to achieving the highest standard of ethical conduct and professional integrity and ensures that all its employees, as well as third parties providing its products and services, comply with its policy. 

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3. Legal Framework 

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This policy has been drafted into consideration of the applicable laws under the European Union and the  laws of the Republic of Cyprus on anti-bribery. This includes but not limited to the EU Directives such as  Directive (EU) 2017/1371 on the fight against fraud to the Union’s Financial interests by means of criminal  law, and relevant Cyprus Laws such as the Prevention of Corruption Law (Cap. 161) and Law 23(I)/2017.  Additionally the legal framework against bribery and corruption comprises by The Criminal Code Cap 154  ,the Law Ratifying the Criminal Convention on Corruption, Law 23 (III) of 2000 and the Law on the Illicit  Enrichment of Public Officials ad Officers, Law 51(I) of 2004.  

4. POLICY 

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The Company is committed to prohibiting the offering, promising, giving, accepting or soliciting of an advantage (monetary or not) as an inducement for an action which is illegal or a breach of trust or for performing functions or activities improperly or to reward persons for already performing their activities improperly. In this framework, the following principles should be applied: 

General Principles: 

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i. Management: The Company’s Management is committed to maintaining a culture in which bribery is never acceptable and intends that its zero-tolerance policy is clearly communicated to all employees and all relevant third parties. Management needs to engender a truly transparent and ethical compliance culture that encourages accountability and detects and discourages any form of bribery. 

ii. Gifts & Hospitality: Payments and hospitality promised or offered to/from a customer, vendor, business partners and associates or any third parties for any projects are not generally allowed unless they fall within a reasonable bound of value and occurrence (reference in the code of conduct) and cannot be perceived to affect the outcome of a business transaction. Paying excessive travel and entertainment expenses on behalf of the Company to obtain and/or maintain business may be interpreted as bribery. 

iii. Money Laundering: We actively comply with anti-money laundering laws and regulations and terrorism and co-operate with authorities where necessary to facilitate their investigations.

iv. Charitable Contributions and Sponsorships: Sponsorships and charitable contributions should be according to the Company’s policy and procedures. Charitable Contributions and sponsorships are not to be used as cover for bribery.

v. Donations: We do not provide donations to wrongly influence a government official in return for any improper favor or benefit. However, upon evaluation and approval, direct donation to a government agency (and not to an individual government official) is permitted as part of a charitable effort, for a social purpose or a coordinated effort by various agencies, or if formally requested by that government agency.  

vi. Political Activities & Contributions: Funds, property or facilities of the Company must not be used to provide support for, or contribute to, any political organization or political candidate. 

vii. PEPs: All prospective relationships and transactions with PEPS must be approved    by the Company Compliance and Legal department. 

viii. Recruitment of governmental officials: It is not allowed to hire a governmental official or his direct family member, as well as political contributions, in order to mistakenly influence the officer, or in return for any inappropriate favor or benefit.  

ix. Fees for Services: Fees for services (e.g. Associates and Members etc), forming part of an official fee structure, is not a bribe. Facilitation payments to third parties under certain circumstances can be considered bribes. 

x. Public Officials: Government and public official interactions require heightened care, diligence and transparency and a need for appropriate disclosures and approvals ahead. 

xi. Payments & Financial Controls: Company’s expenses and payments procedures and authorization processes require a clear understanding of why payments are made and to whom. We have similar expectations from our third parties. All books and records must be kept and falsifying records to conceal a bribe is a criminal offense. 

xii. Human Resources: All human resources practices including recruitment, training, performance evaluation and recognition reflect the Company’s commitment to this policy. 

xiii. Code of Conduct: The code of IESBA should be strictly followed. 

xiv. Personal Conflict of Interest: Any personal Conflict of Interest or perceived Conflicts should be properly disclosed and managed as per relevant policy. 

xv. Audit: Periodic internal audits will be conducted to ensure that the Company, its employees and third parties comply with applicable anti-corruption legalization and this Policy.  

xvi. Reporting of incidents: You can report cases of non-compliance or of suspicious behavior at the following:   m.iakovou@thecarbonfoundation.co

No form of bribery or corruption is tolerated.  

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We do not provide bribes; we do not offer, and we do not promise any provision of direct or indirect benefit to any person in order for the Company to perform an act or omission that will lead to the acquisition or maintenance of a business advantage.  

We do not offer any direct or benefit to third parties when there is a reasonable suspicion that bribed will be offered.  

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We do not provide facilitation payments to government officials to expedite or facilitate nondiscriminatory actions or services, such as obtaining a regular license or business license.  

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We do not accept bribes. We do not demand or accept, directly or indirectly, for ourselves or for third parties, benefits of any kind to cause or reward improper execution in the form of an act or omission that conflicts with the functions of the Company and our employees.  

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The following steps are taken to assist in the assessment, prevention and detection of bribery: 

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i) Risk Assessment 

The Company assesses the nature and extent of its exposure to potential external and internal risks of bribery & corruption by persons associated with it. The risk assessment should be fully documented and updated on a periodic basis to reflect the risks and risk appetite of the Company. Devoting sufficient skilled resources and expertise to this task is essential. The assessment may form part of a general risk assessment or specialized only in relation to Bribery & corruption with Management and Directors overseeing it. 

ii) Consequences of non-compliance  

Violation of anti-corruption legislation can lead to serious civil and criminal penalties as well as negative consequences for corporate reputation.  

Similarly, employees who break the law may face severe civil and criminal penalties under the current legislation. Violation of the policy will lead to disciplinary action, including the termination of the employment contract.  

iii) Due Diligence 

The Company applies due diligence procedures taking a proportionate and risk-based approach, in respect of persons who perform or will perform services on its behalf. 

The Company will maintain adequate procedures to: 

• Carry out due diligence checks before appointing new employees or agents. 

• Scrutinise expenses claims. 

• Ensure that any corporate hospitality given or accepted is proportionate and reasonable. 

• Avoid dealing with contractors and suppliers known or reasonably suspected to be paying bribes or being involved in corrupt activities.

• Perform strict due diligence on associated persons/third parties to (a) identify the associated person and validate their credentials and background and (b) confirm the suitability of their specific skills and experience for the role they will be performing. 

• Ensure that contracts of employment reflect the Company’s policy and make clear that disciplinary proceedings, including proceedings leading to dismissal for gross misconduct, will result if an employee is engaged to bribery or corruption. 

iv) Communication 

• The Company will ensure that the policy and the procedures for preventing bribery and corruption are communicated effectively to the staff and to those performing services (e.g. outsourcing contracts should include clauses on anti-bribery issues) for the Company. 

• The prevention, detection and reporting of bribery is a personal responsibility of each employee of the Company, and this is stated in the terms of employment and other suitable channels of communication. 

v) Accounting & Record Keeping 

• The Company maintains available for inspection accurate books and records that properly and fairly document all financial transactions. 

• The accounting and record keeping practices are regularly reviewed to provide assurance on their design and effectiveness. 

vi) Training 

Staff receives adequate training on anti-bribery and corruption issues, policies and procedures. These include: 

• Providing good quality, standard training on anti-bribery and corruption for all staff.

• Providing additional anti-bribery and corruption training for staff in high-risk positions. 

• Add anti-bribery to induction courses. 

vii) Reporting 

The Company sets out procedures to encourage the reporting of any suspicions of bribery and corruption, as well as ensuring that appropriate procedures are in place to process sensitive information, investigate accordingly and implement any control enhancements. 

Any request for an improper payment or any indication that a person might be making corrupt payments or that a person has an intention or intends to violate this policy, should be reported immediately. Reporting by personnel should be made through their manager or, directly to Audit Committee or Compliance Officer or Senior Management. 

If it comes at anybody’s attention/knowledge that anyone is involved in bribery, this must be reported immediately. It doesn’t matter whether the person involved is a colleague, customer or supplier. 

viii) Monitoring and review 

The Company monitors and reviews procedures designed to prevent bribery & corruption and makes improvements where necessary. 

ix) Procedure & Policies 

Overall, the Company has implemented proportionate procedures to ensure adherence to the above principles. Such should include detailed written policies & procedures for: 

• Charitable contributions & donations

• Code of Conduct (gifts)

• Recruitment processes

• AML Policy 

• Anti-Fraud Policy

• Impartiality & Independence Policy

• Other related policies 

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5. Indicative cases that may raise concerns of bribery and corruption 

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The following list is not exhaustive and is used for comprehension purposes.  

If you come to mind or realize any of the following while working/working with THEMIS CARBON CY LTD, you should report them directly using the reporting email. 

1. You realize that a third party is involved or has been accused of engaging in inappropriate business practices.  

2. You learn that a third party has a reputation for paying bribes, or demanding bribes, or having a  “special relationship” with government officials; 

3. A third party insists on receiving a commission or payment of commission before committing to sign a contract with us. 

4. A third-party requests payment in in cash and/or refuses o sign a formal commission or remuneration agreement or to provide an invoice or receipt for payment. 

5. You learn about private meetings that take place between parties participating in public procurement or with civil servants. 

6. There is a usually smooth process of issues where a person does not have the expected level of knowledge or expertise.

7. Documents or files related to meeting or decisions cannot be located.

8. There are deviations from the usual bidding procedures.

9. Corporate procedures or instructions and compliance guidelines are not followed.

10. There is a refusal to agree on non-corruption provisions in the agreements.  

11. Statements that should be disclosed such as a third-party bragging about its relationships or recommending that the Company without asking how it can achieve its purpose.  

12. A third party requests an unexpected surcharge or commission to facilitate a service.

13. Third party requires Third party requires rich entertainment or gifts before starting or continuing contract negotiations or services.

14. A third-party request payment to be made for possible legal or regulatory violations.

15. You receive an invoice from a third party that appears to be non-standard or customized.  

16. You are offered an unusually generous gift by a third party or you are offered rich hospitality by a third party, for the purpose of bribery.

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6.  Special Considerations for Carbon Credit Services

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Because THEMIS CARBON CY LTD operates in a sector vulnerable to corruption risks, the following areas are high-risk and must follow enhanced due diligence, documentation, and transparency:

Carbon Project Development

• No gifts, payments, or personal benefits may be offered to landowners, community representatives, or environmental authorities to secure project access or approvals.

• All baseline and monitoring data must be honest, accurate, and independently verifiable.

• Verification & Validation Interactions

• Employees may not attempt to persuade or influence auditors, verifiers, or certifiers through gifts, hospitality, or other inducements.

• Any contact with verification bodies must be transparent and documented.

• Carbon Credit Trading & Brokerage

• All buyers, sellers, and intermediaries must undergo anti-money-laundering (AML) and know-your-customer (KYC) checks.

• No hidden commissions or price manipulation practices are permitted

• Government & Regulatory Approvals

• No facilitation payments to expedite permits, licenses, or environmental certifications.

• All communication with government officials must be recorded appropriately.

APPENDIX 1 

RESPONSIBILITIES INRELATION TO ANTI- BRIBERY AND CORRUPTION

Company 

The Company is responsible to oversee the Group`s compliance with this policy. 

An integral element is to set out "The tone from the top". This can be done in writing and should set clear behavioral expectations and standards.

General Manager 

The General Manager has the final responsibility to implement and ensure adherence to this policy (as assigned to him by the Company and form part of his duties & responsibilities) throughout the Company and the imposition of remedial action.

Officers 

The Officers have the ultimate responsibility and accountability for adherence to this Policy within their Divisions (as first Line of Defense).

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Remuneration and Recruitment Committee 

1. Incorporate Anti-Bribery and Corruption to the Code of Conduct and Ethics 

2. Perform due diligence checks before appointing new employees. 

3. Train employees on anti- bribery and corruption issues and add the provisions of this policy to the induction courses. 

4. Design and implement disciplinary procedures.

Company Procurement 

1. Making this policy available to business partners and associated persons. 

2. Incorporate in the outsourcing contracts terms on anti-bribery and corruption. 

3. Perform due diligence checks before appointing new agents/outsourcing partners/vendors.

Regulatory Committee 

1. Updating this policy as and when required. 

2. Providing guidance, support and advice across the on compliance with this policy. 

3. Train employees on anti- bribery issues and adding the provisions of this policy to the induction courses.

Risk Committee 

Risk Committee as a second line of defense should perform enhanced controls to assess all risks (both internal and external) and determine a cost effective to the determination anti-bribery and corruption program. 

Assess the nature and extent of the exposure to potential external and internal risks of bribery within the Company. The assessment should be periodic, informed and documented.

Audit Committee 

Audit Committee, as the third line of defense, is responsible for incorporating the Anti-Bribery policy in its procedures and must assess whether appropriate controls are in place for adherence to this policy.

Legal advisors 

Legal Advisors are responsible for providing general advice to the Group on relevant legislation and for providing support, guidance and advice to Business Units/Subsidiaries in relation to legal issues.

Personnel 

All personnel of the Group are responsible for complying with this policy and its related procedures. If any employee becomes aware or suspects that an activity or conduct which has taken place could be considered a bribe or corrupt, then they have a duty to report it immediately. Any such incidents should be reported to their direct Supervisor/ Line Manager or via the Whistleblowing Line.