1. Anti-bribery and Corruption Policy

1.1 Terms and Definitions

“we”, “us” and “our” refer to BuzzSaw Media. “staff” and “users” means all of those who work under our control, including employees, contractors, agents, interns etc. “agents” include any third party who may do business on behalf of or for another person and includes clients, contractors, subcontractors, suppliers, consultants, lawyers, accountants, lobbyists, sales agents, brokers, and franchisees.

1.2 Purpose and Scope

This Policy sets out BuzzSaw Media’s Anti-Bribery and Corruption (“AB&C”) zero risk appetite and outlines the principles that form the foundation for our AB&C framework that enables us to prevent, detect and respond to Bribery and Corruption risks and to comply with AB&C laws in the jurisdictions in which we operate.

This Policy applies to the BuzzSaw Media Group, its Directors (Executive and non-Executive), Employees and Third Parties acting for or on behalf of the Group. The Policy covers any activity or behaviour undertaken during the course of, or in connection with, employment or acting on behalf of the Group, regardless of the geographical location in which that activity or behaviour occurs. This Policy applies to all Group entities, including those that have delegated operational responsibility. For those parts of the Group that are impacted by foreign or local laws, regulatory requirements or contractual obligations that conflict with this Policy must comply with the more stringent standard and ensure that local laws are not contravened.

1.3 Users and Responsibilities

The Senior Executive Team are responsible for all aspects of the implementation and management of these arrangements, unless noted otherwise. BuzzSaw Media Group, its Employees, Directors, and Third Parties, must be aware of and understand the AB&C obligations and requirements in order to address, and protect the Group and its people from Bribery and Corruption risks. Managers and supervisors are responsible for the implementation of these arrangements within the scope of their responsibilities and must ensure that all staff under their control understand and undertake their responsibilities accordingly.

2. Overview

We actively oppose and condemn bribery and corruption in all its forms. We conduct all our business in an honest and ethical manner, while acting professionally, fairly and with integrity in all business dealings and relationships. We do not permit the making of any inappropriate promises, gifts, or excessive hospitality to Foreign Public Officials in order to achieve unfair advantage or benefit and resist any efforts made by others (including suppliers, customers or clients) to unfairly affect any official decision-making process in order to achieve unfair advantage or benefit.

BuzzSaw Media is represented by its staff who must at all times adhere to this policy and the underlying values. We do not encourage contributions to political parties and discourage facilitation payments as a means of doing business. We do encourage charitable donations and sponsorships provided they are ethical and legal under local laws and practices. Our business partners and Agents are expected to implement and enforce effective systems to counter bribery. Through the reporting mechanism provided by Australian authorities, we will always document and report any breach or contravention of the law that is brought to our attention.

3. Due Diligence on Agents

3.1 Information gathering

Our staff are required to undertake properly documented, reasonable and proportionate AB&C due diligence prior to entering into a relationship with agents. All staff engaging with a prospective agent should gather and record sufficient information to ensure adequate due diligence is conducted.

3.2 Independent Legal Advice

Where necessary, our staff are advised to seek and fully document independent legal advice in the preparation of the agency agreement.

3.3 Our staff must carefully consider all payments to Agents.

Prior to making a payment to an Agent, staff should take steps to:

    • • understand the link between the commissions and the business transaction/venture;
    • • document the calculation or basis of all proposed commissions to ensure they are reasonable and consistent with local practice;
    • • ensure that all expenses are reasonable, justifiable and relate legitimately to the services provided;
    • • ensure that all expenses are properly claimed, recorded, and paid; and
    • • be aware of changes to the payee/recipient.

3.4 Monitoring and Red Flag Alerts

We require our staff to monitor Agent action and behaviour throughout the life of the business arrangement and immediately alert management to any red flags. As a minimum, staff should be aware of the following Common Red Flags when working with agents:

    • • Agent operates in locations perceived to have high levels of local corruption;
    • • Agents operate in a sector with a high risk of corruption, for example mining, defence, currency, security or aerospace;
    • • The business engagement with the Agent requires us to deal with Foreign Public Officials (including close relations or associates);
    • • Agent’s documentation of payments made is often incomplete or inaccurate;
    • • Agent’s meetings with Foreign Public Officials or their agents are held in luxury restaurants or holiday locations;
    • • extravagant travel, entertainment and incidental benefits appear to be an incentive to Agent’s decision making;
    • • We are requested to make political donations or donations to particular charities or social programs; and/or
    • • We are told to keep dealings secret and out of the media or not recorded as official.

4. Due Diligence on Corporate Social Responsibility (CSR) Programs

We recognise that social or charitable works done to build goodwill with a government or community may also be perceived as an attempt to enhance the personal interests of a Foreign Public Official and may be considered a form of Bribery. We therefore conduct, reasonable and proportionate Anti-Bribery due diligence on any CSR programs the company engages in, prior to entering into a relationship with a beneficiary of a CSR program.

The types of CSR programs permitted by the company are dependent upon individual review and approval by the CEO and where required Legal Counsel. CSR programs may have a limitation placed on their value to demonstrate our accountability for such programs, as well as to assist with reporting processes. We take the same care and cautious approach when considering local gift-giving practices and contributing to CSR programs.

The due diligence is conducted via a comprehensive assessment of a beneficiary and involves a process of research of independent and publicly available sources of information, together with a

series of meetings and interviews. As a prerequisite, the beneficiary, its relatives, and associates must not be Foreign Public Officials. Once this is confirmed and verified, the staff member(s) undertaking the assessment must consider:

  • • The context in which the program/sponsorship/donation was solicited or offered;
  • • Whether the beneficiary is approved as a charity under its local laws;
  • • The beneficiary’s history/ origin and whether it is/was subject to a criminal investigation;
  • • The Members of the Board, their qualifications and possible conflicts; and
  • • The level of transparency and clarification around the use of its budget;
  • • We understand it is not sufficient to merely conduct a background check or to rely on the due diligence undertaken by anyone else. Therefore, we take full and complete responsibility for ensuring CSR due diligence is conducted with rigour and caution and monitor the beneficiaries’ behaviour during the life of the CSR program to ensure the program is not used as a subterfuge for Bribery.

Additional ongoing measures and controls include monitoring and requesting:

  • • Who, and how many people, the program benefits;
  • • the amount and timing of any political donations, while ensuring that any political donations comply with local laws on public disclosure;
  • • signed declarations by the recipient beneficiary confirming that it is not violating anti-corruption laws and will only use the money for the specified purpose;
  • • To ensure that all payments are transparent, we may:
  • • Require two management signatures on claims and payments;
  • • set a cash limit and not pay cash over that limit;
  • • pay all expenses directly to providers or reimburse them after verifiable invoices and other documentation; and
  • • request the recipient beneficiary to keep records and provide periodic written reports on the use of the proceeds.

5. Speaking Up and Whistleblowing

We foster a culture of speaking up to encourage reporting of any suspicion of a Bribery and/or Corruption incident, or other concerns relating to AB&C without fear of reprisal. We promote and encourage our employees and clients to uphold their ethical integrity to call out and report any corrupt practices. We work to ensure all Eligible Persons understand:

  • • how to report a Bribery and/or Corruption incident, or other concern relating to AB&C;
  • • their right to remain anonymous and what happens when they report their concerns; and
  • • how they will be supported so that they can feel safe in expressing their concerns and not be subject to reprisals in response to expressing their concerns.
  • • All allegations of Bribery and Corruption or other related concerns are to be reported at the earliest opportunity or upon the concern being discovered.
  • • If staff have concerns about their own wellbeing, treatment at work or career prospects as a result of speaking up, they may report via the relevant Whistleblowing reporting channels, to protect Eligible Persons who make disclosures and to provide support to people speaking up in relation to Bribery and Corruption and other related matters.

Whistleblowing is positively approached. We strive to create an environment where people feel comfortable in sharing any concerns or comments in relation to ethics and practices conducted by our business. Staff are informed during the onboarding process (Business Code of Conduct) that whistleblowing is not considered “dobbing in a mate”, but rather “doing the right thing” – and will be supported in the greatest and truest sense by senior management.

We strive to protect whistleblowers from any reprisal. To protect the eligible whistleblower, we advise reports to be made anonymously. They should not try to conduct their own investigations nor

contact the target of the legal complaint. We highlight that there will be no reprisal for reporting and the identity and contact details will not be disclosed unless formally required and consented. Any perceived threat to an individual or organisation’s ability to report a concern or to exercise their whistleblowing rights will be thoroughly examined with appropriate legal and/or disciplinary action taken against anyone found to be inhibiting the ability of an individual or organisation to report Bribery and Corruption concerns or exercise their whistleblowing rights, internally or externally.

6. Hospitality, Gift Giving, Sponsored Travel, and Entertainment

Our employees are educated on the acceptable practices surrounding hospitality, gift giving, sponsored travel and entertainment. Our employees are required to report any hospitality/entertainment, gift giving, or sponsored travel they have been offered to their reporting manager immediately. Outside of reasonable hospitality, our employees are not permitted to provide gifts, sponsored travel, or entertainment to anyone external to the business without prior consent.

Our staff are required to declare when they are asked to pass on gifts on behalf of another and will report this immediately to their reporting manager, and CEO. BuzzSaw Media expects that reasonable judgement will be exercised by employees for the purpose of giving and receiving gifts. All gifts given and received by employees must be reported to the CEO, or their reporting manager, so that these can be documented appropriately. In any cases where the employee does not feel as though a gift received is within the reasonable threshold, they are required to report this immediately to the CEO, or their reporting manager – and may be required to assist with further investigation if necessary.

7. Conflicts of Interest, Solicitation and Extortion

We require all current and proposed employees to disclose all potential conflicts of interests to their reporting manager immediately. This manager is then required to report these conflicts of interests, at the soonest possible time, to the CEO.

We require our employees to declare any potential conflicts of interest to the CEO, or their reporting manager, at the commencement of their employment. Should any potential conflicts of interest arise during their tenure, employees are asked to flag these immediately with the CEO, or their reporting manager. If no new conflicts of interests have arisen throughout the year, the employee will be asked to renew or update their declarations on an annual basis. This will be either annually on the anniversary of their employment start date, or in line with the financial or calendar year.

8. Breach of Policy

We will take all necessary measures to remedy any breach of this policy including the use of our disciplinary or contractual processes where appropriate.