NH3 Clean Energy Limited
ACN 099 098 192
Anti-bribery policy
Adopted by the Board: 22 September 2021
Contents
Introduction 3
Application 3
Objectives 3
Bribes 4
Political Contributions and Charitable Contributions/ Sponsorships 5
Gifts and Hospitality 5
Consequences of Breaching this Policy 6
Responsibilities and Reporting 7
Training 7
Communication 7
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Introduction
Honesty, integrity and fairness are considered integral to the way our businesses operate, and conduct associated with bribery and corruption is inconsistent with these values.
NH3 is committed to operating in a manner consistent with the laws of the jurisdictionsin which its businesses operate, including laws relating to bribery and corruption.
This Policy outlines:
NH3's position of zero tolerance on bribery and other forms of corrupt behaviour; and
the responsibilities of NH3's directors, employees and contract staff in observing and upholding NH3's position on such issues.
This Policy also provides guidance on how to recognise and deal with instances of bribery and corruption.
This Policy is intended to supplement all applicable laws, rules and other corporate policies including, without limitation, NH3's Code of Conduct and NH3's Whistleblower Policy.
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Application
This Policy applies to NH3 Clean Energy Limited and each of its wholly-owned subsidiaries (NH3), all of NH3's directors, employees (whether permanent, fixed-term, casual or temporary) and contract staff (together, Employees).
This Policy also reflects the standards to which NH3 expects its consultants, vendors, service providers and suppliers (together, Business Associates) to adhere.
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Objectives
NH3 promotes and supports the adoption of the principles on the prevention ofcorruption published by the World Economic Forum's Partnering Against Corruption Initiative (PACI). In doing so, NH3 prohibits all forms of bribery and corruption.
The objectives of this policy are to:
outline NH3's zero tolerance of bribery and other forms of corruption; and
ensure that all Employees:
observe and uphold NH3's position on bribery and corruption; and
monitor the conduct of Business Associates for consistency with this policy.
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Bribes
Zero tolerance
NH3 takes a zero-tolerance approach to bribery and corruption.
The fact that bribery and corruption may be tolerated or encouraged in any jurisdiction in which NH3 does business does not affect HXG's commitment to best business practice.
What is bribery?
Acts of bribery are designed to improperly influence an individual in the performance of their duty or function, whether in the public or private sector.
Bribery is the offering, promising, giving, requesting, accepting or authorising of a benefit (in each case, directly or indirectly) with the intention of influencing a person who is otherwise expected to act in good faith or in an impartial manner to do or omit to do anything in the performance of their role or function in order to obtain or provide an improper business advantage.
For the purposes of this Policy, the offering, promising, giving, requesting, accepting or authorising of a facilitation payment will also be considered bribery, regardless of whether such payments are legal in the jurisdiction in which NH3 is operating.
A benefit can be anything of value and is not limited to money or property.
An improper business advantage is an advantage gained that assists in the conduct of the business and which is not legitimately due.
A facilitation payment is typically a small payment made to secure or expedite the performance of a routine or necessary action by a government official or employee.
Breach of anti-bribery laws - A serious offence
The breach of an anti-bribery law is a serious offence. Both companies and individualsthat breach such laws can be fined, and individuals can be imprisoned.
It is irrelevant if the Bribe is accepted or ultimately paid. Merely offering the Bribe may be sufficient for an offence to be committed under the relevant law and will constitute a breach of this Policy.
What to do if you receive a request for a Bribe
If you receive a request for a Bribe, you must report the matter as soon as possible using the reporting procedure set out in the Whistleblower Policy.
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Political Contributions and Charitable Contributions/ Sponsorships
Political contributions
Political contributions must not be made, or permitted to be made, as a subterfuge for bribery.
In order to avoid any perception of a political contribution being made or permitted tobe made in breach of the principle set out in paragraph 5.1, a political contribution by or on behalf of NH3 must:
be transparent and made in accordance with applicable law;
be approved by the Board of Directors;
be accurately recorded in NH3's business records; and
not be made in cash or to a private account.
Charitable contributions/ sponsorships
Charitable contributions and sponsorships must not be made, or permitted to be made, as a subterfuge for bribery. A charitable donation may pose a risk of corruption if, for example, it is made to an artificial charitable organisation, or it ultimately benefits a third party such as a government official.
In order to address the risk in paragraph 5.3, charitable contributions and sponsorships by or on behalf of NH3 are subject to NH3's Delegated Authority Policy and must:
be made only to approved not-for-profit organisations whose goals reflect NH3's values;
be accurately recorded in NH3's business records; and
not be made in cash or to a private account.
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Gifts and Hospitality
General prohibition on gifts and hospitality
NH3 recognises that accepting or offering gifts or hospitality of moderate value is in some cultures customary and in accordance with local business practice. However, the offering or acceptance of gifts or hospitality may compromise, or appear to compromise, the