As some of you may be aware, on the 1st July 2011 new anti-bribery legislation (in the form of the Bribery Act 2010) came into force. As a result, we have redoubled our efforts to ensure we have adequate procedures in place to prevent bribery in all its forms.

Our guiding principle is simple and is now being mirrored by our clients:

We will not engage in any form of bribery or corruption across the company’s activities. The giving or receiving of bribes is contrary to our values and can play no part in the way in which we carry out our business.

The principle applies to us all and to our clients, our management team, our agents, advisers, consultants, joint venture partners, strategic alliance partners, suppliers, service providers, sub-contractors, our competitors or any other entity who act on our behalf or with whom we conduct business.

Bribery is illegal in our markets and severe penalties apply to both companies and individuals who break the law. These can and do include an unlimited fine and/or imprisonment for up to 10-years.

A copy of the Utiliqo Ltd Anti-Bribery Policy can be provided on request and a fact sheet (number 62) on the Bribery Act 2010 can be accessed via the Citation plc web site at www.citation.co.uk and is a reminder of what is and is not acceptable and what you should do if you are asked to make or accept a bribe or suspect that bribery may be taking place. Please read them carefully.

Who This Policy Applies To

This policy has been drafted by the Managing Director of Utiliqo Ltd and applies to not only the managing director of the company but all of the companies’ employees whether permanent or temporary. It also applies to all of Utiliqo’s supply chain, service providers, sub-contractors, advisers, consultants, strategic alliance partners and joint venture partners known as “Associated Persons”.

Bribery

Employees of any status or/and associated persons of Utiliqo Ltd must not offer, provide, authorise, request or receive bribes or anything that could give the perception of a bribe.

The UK Bribery Act 2010 is brought specifically to your attention. It creates three potential offences for UK registered companies:

A general offence of offering or receiving bribes.

A specific offence of failing to prevent bribery on behalf of the company; and

A specific offence of bribing a foreign public official.

General offence of offering or receiving a bribe:

This offence is committed if a person (individual or company) offers, promises, gives or receives a bribe. A bribe can include money, or any offer, promise or gift of something of value or advantage. It need not necessarily be of large value. It might include signing bonuses or overpaying government suppliers. It might also include intangible benefits such as the provision of information or advice or assistance in arranging a business transaction. It need not be for your personal benefit. For example, a donation by a supplier to your favourite charity could be a bribe.

Specific offence of failing to prevent bribery on behalf of the company:

This is a new corporate offence. It is committed if a company fails to prevent persons (employees or Associated Persons) from using bribery with the intention of obtaining or retaining a business advantage for the company. For this offence it is irrelevant whether the company approves, or is aware of, the bribery committed. It is, however, a full defence to this corporate offence if the company can show that, despite a particular case of bribery, it nevertheless has ‘adequate procedures’ in place to prevent bribery.

Specific offence of bribing a foreign Public Official:

This offence is committed if the person giving the bribe intends to influence the foreign public official in the performance of his or her official functions in order to obtain an advantage in the conduct of business by doing so.

Whilst such activity is very likely to involve conduct that amounts to ‘improper performance’ it does not have to be proved and could include the performance of their normal public duties, which the foreign public official may otherwise have done in any event. Accordingly, extra care should be taken, and legal advice sought when dealing with foreign public officials and politicians.

If in doubt about any issue raised in this policy, guidance should be sought from your line manager.

Facilitation Payments

A “facilitation payment” is an unofficial payment (usually, but not necessarily, made to a public official) to encourage the recipient to perform their existing obligations or role, or expedite or refrain from performing a routine task they are otherwise obligated to do. They are also known as gratuity or “grease” payments. These can be payments to perform routine tasks such as obtaining permits, licenses, or other official documents, processing government papers, such as visas and work orders or providing power and water supply and loading and unloading cargo.

Utiliqo Ltd prohibits its employees and Associated Persons from offering, making or paying any “facilitation payments” to any third party including, but not limited to, foreign public officials.

All Utiliqo Ltd employees must report to the Managing Director any request by a third party for a facilitation payment.

Political Contributions

Political contributions by or on behalf of or in the name of Utiliqo Ltd:

Utiliqo Ltd funds and resources are not to be used to contribute to any political campaign, political party, political candidate or any of their affiliated organisations with the intention of obtaining a business or any other advantage in the conduct of business.

Utiliqo Ltd will not use charitable donations as a substitute for political payments.

Personal political contributions by employees and other individuals:

Utiliqo Ltd recognises that everyone has a right to participate as individuals in the political process and to make personal political contributions from personal funds and in their own time. Employees cannot, however, be reimbursed or otherwise compensated by Utiliqo Ltd for any such contribution.

Charitable Contributions & Sponsorship

Utiliqo Ltd and its employees may only make charitable contributions or sponsorships on behalf of or in the name of Utiliqo Ltd for bona fide charitable purposes and where the activities are aligned with Utiliqo Ltd business objectives, values and ethical principles.

Charitable sponsorships and contributions should be given with the expectation that no tangible benefit is received or expected by Utiliqo Ltd. They should never be used as a substitute for political contributions.

All requests for charitable contributions and sponsorship must first be sent to the Managing Director for approval and shall be recorded in an appropriate register.

Gifts & Hospitality

Neither the law, nor this policy is intended to prohibit the giving or receipt of reasonable and proportionate hospitality designed to cement business relationships and enhance knowledge of people, products or services. More care is required when giving hospitality or entertainment to foreign public officials, because of the different definition of what constitutes an offence with regard to such persons (see section above).

When you are considering offering, accepting or providing gifts, hospitality or entertainment you must ensure that they shall;

Be in good faith, occasional, appropriate, reasonable and proportionate.

Constitute a normal business courtesy (such as paying for a meal or shared taxi)

Comply with any applicable laws, including those which may apply to any relevant foreign public officials.

Not be possible of reasonably being perceived in any way as a bribe and;

Not be in cash.

By way of guidance;

Customary gifts or modest Christmas gifts may be accepted provided the value of such gifts do not exceed £50 per annum from any one source.

Reasonable entertainment in restaurants, theatres and at sporting or cultural events is allowed provided that it is not excessive and is not repeated on frequent occasions.

Register Of Hospitality Received

As from the 1st January 2025 every employee is required to declare any benefits they receive that they estimate would have cost the provider more than £200 per person to provide. The declaration should be made by email to shae.yates@utiliqo.com and must state; the employee’s name, the name of the individual that provided the hospitality and the organisation they work for, a short description of the hospitality received and an estimate of the cost of the hospitality received.

Associated Persons

Utiliqo Ltd will only contract with Associated Persons and engage with business partners who always demonstrate business integrity and who practice ethical conduct which meets the standards set out in this policy and all applicable laws and regulations.

Compliance Monitoring

Compliance with this policy by all relevant employees and Associated Persons will be reviewed periodically.

Training

Utiliqo Ltd employees, whether permanent or temporary in commercial or customer or supply chain facing positions will receive web-based training on anti-bribery compliance. Further specific face-to-face training is also available.

Obligation To Report Your Concerns

If you have any concerns that anyone within Utiliqo Ltd or any Associated Persons is offering, promising or paying bribes to anyone or requesting, agreeing to accept or receiving bribes, please raise them with your line manager or the Managing Director, Shae Yates.

Breaching The Anti-Bribery Laws & This Policy

There are severe penalties for breach of the UK Bribery Act 2010; an unlimited fine and/or imprisonment for up to 10 years. As importantly, failure to comply with the new legislation will cause considerable damage to the good name and reputation of Utiliqo Ltd.

Utiliqo Ltd considers a breach of this policy as a serious offence. Any violation will result in disciplinary action, up to and including dismissal of an individual in appropriate circumstances. The business relationship with Associated Persons who violate this policy may also be terminated.

Utiliqo Ltd employees must therefore ensure that they are familiar with the content of this policy and adhere to it at all times. If you have any questions as to the requirements or scope of this policy guidance should be sought from your line manager or the Managing Director, Shae Yates.

Monitoring and Review

This policy will be reviewed annually and updated to reflect legal, operational, or wellbeing developments.

Approved by

Shae Yates

Managing Director