The Board of Hill & Smith Holdings PLC (“the Group”) are responsible for this Policy and for ensuring that it is regularly reviewed and communicated to all those to whom it applies, being everyone who works for, or with, the Group.

Bribery is offering, providing or receiving an item of value, including cash, gifts, hospitality or entertainment, to persuade you to do something or as a reward for doing something improper or illegal. Any demand for, or offer of, a bribe in whatever form to any company employee or representative must be rejected and reported immediately to your line manager.

Corruption involves, but is not limited to, any of the following types of activities: bribery, extortion, fraud, deception, collusion, abuse of power, embezzlement and money laundering and includes the corporate criminal offence of tax evasion.

• never offer, pay, solicit or accept bribes in any form, either directly or indirectly or engage with any corrupt activity;

• take disciplinary action against employees who are found to be giving or taking bribes or who offer, promise or give any improper or corrupt financial or other advantage. This may lead to dismissal or termination of employment and potentially criminal proceedings;

• terminate business relationships with any agent or third-party representative that violates any provision of this Policy;

• give mandatory training to appropriate staff on Anti-Bribery and Corruption and ensure that this training is periodically refreshed;

• ensure that fees paid for services from third parties, agents, intermediaries, advisors, and consultants are for legitimate business purposes and are consistent with the service provided;

• report any suspicions of bribery, attempted bribery, or corrupt behaviour. This can be done to your Managing Director or through the Group’s Whistleblowing hotline;

• conduct appropriate due diligence on our suppliers; and

• comply with the UK Bribery Act 2010; the Corporate Finances Act 2017; and the US Foreign Corrupt Practices Act 1977 and any similar laws that apply in the country where we are doing business.

• take part in any bribery or corrupt behaviour or activity or allow others to do so, on behalf of the Group;

• give, receive, ask for or permit anyone else to give bribes or engage in any corrupt activities to win new business, retain business or otherwise secure the Group any form of improper business advantage;

• choose agents or third-party representatives who contravene our standards and any applicable regulatory requirements;

• pay more than a fair market price for goods and services;

• pay any form of facilitation or enabling payments to speed up or otherwise procure a transaction. These are the same as bribes;

• hide or fail to record properly our activities, or falsify any company records or accounts; and

• act in such a way as to directly or indirectly facilitate the evasion of tax by any individual or entity.

Sometimes you know what the right thing to do is but there is an element of doubt. If you are unsure then ask and remind yourself:

• Does it comply with the Policy and the Group Code of Business Conduct?

• Would I be embarrassed if anyone within or outside of the Company knew about the situation or my actions?

• The Policy applies not only to employees but also to anyone providing services to the Company. I cannot arrange for someone else to do something that I know I am prohibited from doing.

• Bribes are illegal no matter what the local custom or practice may be.

Please read the following (accessible via Policies on Group website and via the Group Policy section of the Group Intranet):

• Group Code of Business Conduct

• Group Gifts & Entertainment Policy (available via the Group Intranet only)

• Group Corporate Criminal Offences Policy

• Briefing Note on UK Bribery Act 2010 (available via the Group Intranet only)