C2E ANTI-CORRUPTION POLICY MANUAL

INTRODUCTION

Corruption prevents economic development, distorts competition, and undermines both the rule of law and the democratic process. Local and international law applicable to C2E business activities around the world prohibit C2E and its employees from engaging in corruption, such as the bribery of public and/or private sector officials. Extraterritorial application of several anti-corruption regimes implies that it is not sufficient to observe local law when dealing abroad.

In accordance with well-established principles as described in C2E's Code of Conduct, C2E is committed to maintaining high ethical standards and to adhere to applicable anti-corruption laws and regulations in all our business activities. This Anti-Corruption Policy Manual (the “Manual”) sets forth the basic requirements that all C2E employees must meet in order to do business on behalf of C2E.

ABOUT THIS MANUAL

This Manual is designed to help C2E employees understand and comply with C2E's anti-corruption policy and applicable laws and regulations. The Manual provides guidance on how to identify and respond to potential corruption risks and describes reporting channels and procedures. All employees are expected to read, understand and comply with this Manual.

ANTI-CORRUPTION GUIDANCE AND REPORTING

Employees must consult their immediate supervisor, or C2E's Administration if there is any doubt whether particular activities conform to C2E's anti-corruption policy or relevant third party anti-corruption policies. Any suspected violation of this Manual or applicable anti-corruption laws must be reported immediately according to the reporting procedures in place.

WHAT IS CORRUPTION?

Although anti-corruption law may be different in different parts of the world, most anti-corruption laws share a common core definition of "corruption".

For the purpose of C2E's anti-corruption policy, corruption will include any attempt to directly or indirectly (through middlemen):

• Give or offer someone an improper advantage based on position, assignment, or duty (active corruption), or
• Demand, receive or accept an offer to receive an improper advantage based on position, assignment or duty (passive corruption).

Examples of corruption:

Bribing an official to obtain a contract is corruption. Corruption may also include activities such as paying for illegitimate or unlawful travel or entertainment expenses for officials or their family members; agreeing to purchase goods or services from officials or their friends or family members at a premium price; hiring relatives of government officials; or making “facilitation payments” to government officials in order to speed up a routine governmental action.

RELATIONS WITH CUSTOMERS, SUPPLIERS AND PUBLIC OFFICIALS

1.4.1 General Principles

• C2E shall act in an open, ethical and lawful manner towards all potential or existing customers, suppliers, and public officials.
• C2E shall always perform its contractual obligations in accordance with the terms of the relevant contract unless deviations are approved by appropriate line management personnel and properly documented in Company records. Payments in cash or similar, or payments to unconfirmed recipients or account numbers shall not be accepted.
• All sales and marketing activities, coverage of third parties' expenses, payments and contract performance on behalf of C2E shall be open and transparent internally and vis-à-vis C2E's counterparties. Any invitation for individuals to participate in events or activities fully or partly paid by C2E shall be addressed to the appropriate management level within the relevant legal or public entity. Special caution must be exercised in relation to public officials and in situations where the recipient at the time is in a particular position to make a discretionary decision or act that could be beneficial to C2E. C2E employees must consult their supervisor if there is any doubt whether particular marketing or service activities conform to C2E's or relevant third party's anti-corruption policies.
• All expenses shall be approved under standard Company procedures and documented and recorded in accordance with appropriate accounting standards.
• Under no circumstances may any C2E employee receive or provide any kind of improper benefit from or to a supplier or business partner, including personal rebates, kickbacks, undocumented discounts, etc.
• C2E companies must take reasonable steps under the circumstances to ensure that C2E's business partners, including suppliers, do not engage in corrupt activities or other illegal or unethical activities. C2E employees who suspect that independent business partners are involved in corrupt activities must report and seek advice in the matter according to the procedures referred to in section 1.2; Anti-Corruption Guidance and Reporting.

1.4.2 Travel and Entertainment Expenses

Payment for reasonable and bona fide expenditures for seminars, travel, meals, lodging and entertainment for potential or existing customers may be permissible if those expenditures are directly related to the promotion, demonstration or explanation of C2E products or services or the execution or performance of a contract.

Such expenses must be reasonable, be directly related to a legitimate business purpose, and be properly documented and recorded in accordance with Company accounting and control procedures.

1.4.3 Gifts

Gifts may be permissible if they are small, infrequent, and not intended to influence a business decision. Gifts must be reasonable, transparent, and comply with local law and relevant third party policies.

1.4.4 Facilitation payments and extortion

Facilitation payments are small payments to public officials made to secure or expedite the performance of a routine governmental action. Facilitation payments are prohibited unless permitted by applicable law and do not cause significant harm to C2E's values or legitimate business interests. This will have to be assessed in the specific circumstances at hand, but will generally not include any of the following:

• Payments of significant amounts.
• Payments made repeatedly to the same officials, or
• Payments of a type and nature which is treated as illegal by local law enforcement authorities.
• Facilitation payments should be distinguished from situations of true extortion, e.g. a direct threat of an unlawful tortious act vis-à-vis C2E's property in a situation that C2E could not foresee and where C2E is not able "to turn its back and walk away from the situation". Further, necessary payments to ensure personal health or safety are generally legitimate as an act of necessity.
• Any payments related to facilitation payments, or extortion shall, when possible, be properly authorized in advance through line management in consultation with C2E's Administration and shall always be reported to C2E's Administration and documented and recorded in accordance with normal Company accounting and control procedures.