Anti-Tax Evasion Policy

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Anti-Tax Evasion Policy

Content

Content

Policy Statement

Purpose

Scope

Who is responsible for the Policy?

What is Tax Evasion Facilitation?

What Team Members must not do

Team Member responsibilities

How to raise a concern

Protection

Training and Communication

Breaches of this policy

Potential risk scenarios: "Red Flags"

Changes to this Policy

Document Version Control

Policy Statement

Pulsar Group Plc (formerly Access Intelligence) and its subsidiaries (including its subsidiaries operating the Isentia, Pulsar and Vuelio brands globally) (Group, Company or Pulsar Group) are committed to conducting business in an honest and ethical manner. The Company takes a zero-tolerance approach to facilitation of tax evasion, whether under UK law or under the law of any foreign country.

The Company is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever it operates and implementing and enforcing effective systems to counter tax evasion facilitation.

The Company will uphold all laws relevant to countering tax evasion in all the jurisdictions in which it operates, including the Criminal Finances Act 2017.

Purpose

The purpose of this Policy is to:

• set out the Company's responsibilities, and the responsibilities those working for the Company, in observing and upholding its position on preventing the criminal facilitation of tax evasion; and

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• provide information and guidance to those working for the Company on how to recognise and avoid tax evasion.

As an employer, if the Company fail to prevent employees, workers, agents or service providers facilitating tax evasion, it can face criminal sanctions including an unlimited fne, as well as exclusion from tendering for public contracts and damage to reputation. The Company therefore takes its legal responsibilities seriously.

Scope

This policy applies to everyone working for the Pulsar Group or on its behalf in any capacity across its global business and Team Member means all of Pulsar Group's offcers, employees (whether full time, part time or casual and including executives and managers) and contractors (including consultants, advisers, agents, interns and free agents). It also applied to third-party representatives

and business partners, sponsors, or any other person associated with the Company, wherever located.

In this Policy, Third Party means any individual or organisation a Team Member comes into contact

with during the course of their work, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisers, representatives and offcials, politicians and political parties.

This policy does not form part of any Team Member's contract of employment and it may be

amended at any time. This policy can be shared with clients and suppliers.

Who is responsible for the Policy?

The Board of Directors has overall responsibility for ensuring this Policy complies with our legal and ethical obligations, and that all those under our control comply with it.

The Chief Financial Offcer has primary and day-to-day responsibility for implementing this Policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in preventing the facilitation of tax evasion.

Management at all levels is responsible for ensuring those reporting to them understand and comply with this Policy and are given adequate and regular training on it.

Team Members are invited to comment on this Policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Chief Financial Offcer.

What is Tax Evasion Facilitation?

For the purposes of this Policy:

• Tax evasion means the offence of cheating the public revenue or fraudulently evading UK tax, and is a criminal offence. The offence requires an element of fraud, which means there must be deliberate action or omission with dishonest intent;

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• Foreign tax evasion means evading tax in a foreign country, provided that conduct is an offence in that country and would be a criminal offence if committed in the UK. As
  with tax evasion, the element of fraud means there must be deliberate action or omission with dishonest intent; and
• Tax evasion facilitation means being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of tax (whether UK tax or tax in a foreign country) by another person, or aiding, abetting, counselling or procuring the commission of that
  offence. Tax evasion facilitation is a criminal offence, where it is done deliberately and dishonestly.

Under the Criminal Finances Act 2017, a separate criminal offence is automatically committed by a corporate entity or partnership where the tax evasion is facilitated by a person acting in the capacity of an "associated person" to that body. For the offence to be made out, the associated person must deliberately and dishonestly take action to facilitate the tax evasion by the taxpayer. If the associated person accidentally, ignorantly, or negligently facilitates the tax evasion, then the corporate offence will not have been committed. The company does not have to have deliberately or dishonestly facilitated the tax evasion itself; the fact that the associated person has done so creates the liability for the company.

Tax evasion is not the same as tax avoidance or tax planning. Tax evasion involves deliberate and dishonest conduct. Tax avoidance is not illegal and involves taking steps, within the law, to minimise tax payable (or maximise tax reliefs).

In this Policy, all references to tax include national insurance or social security contributions.

What Team Members must not do

It is not acceptable for a Team Member (or someone on their behalf) to:

• engage in any form of facilitating tax evasion or foreign tax evasion;
• aid, abet, counsel or procure the commission of a tax evasion offence or foreign tax evasion offence by another person;
• fail to promptly report any request or demand from any third party to facilitate the fraudulent evasion of tax (whether UK tax or tax in a foreign country), or any suspected fraudulent evasion of tax (whether UK tax or tax in a foreign country) by another person, in accordance with this Policy;
• engage in any other activity that might lead to a breach of this Policy; or
• threaten or retaliate against another individual who has refused to commit a tax
  evasion offence or a foreign tax evasion offence or who has raised concerns under this Policy.

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Team Member responsibilities

Team Members must ensure that they read, understand and comply with this Policy.

The prevention, detection and reporting of tax evasion and foreign tax evasion are the responsibility of all those working for the Company or under its control. Team Members are required to avoid any activity that might lead to, or suggest, a breach of this Policy.

Team Members must notify the Chief Financial Offcer or the Head/VP of People as soon as possible if they believe or suspect that a confict with this Policy has occurred or may occur in the future. For example, if a Team Member or supplier asks to be paid into an offshore bank account, without good reason, or a supplier asks to be paid in cash, indicating that this will mean the payment is not subject to VAT. Further "red fags" that may indicate potential tax evasion or foreign tax evasion are set out in Clause 12.

How to raise a concern

Team Members are encouraged to raise concerns about any issue or suspicion of tax evasion or foreign tax evasion at the earliest possible stage.

If a Team Member becomes aware of any fraudulent evasion of tax (whether UK tax or tax in a foreign country) by another person in the course of their work, or they are asked to assist another person in their fraudulent evasion of tax (whether directly or indirectly), or if they believe or suspect that any fraudulent evasion of tax has occurred or may occur, whether in respect to UK tax or tax in a foreign country, they must notify their line manager or as soon as possible.

If a Team Member is unsure about whether a particular act constitutes tax evasion or

foreign tax evasion, they must raise it with their line manager as soon as possible. The corporate offence is only committed where someone deliberately and dishonestly takes action to facilitate the tax evasion or foreign tax evasion. If a Team Member does not take any such action, then the offence will not be made out. However, a deliberate failure to report suspected tax evasion or

foreign tax evasion, or "turning a blind eye" to suspicious activity could amount to criminal facilitation of tax evasion.

Protection

Individuals who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. The Company aims to encourage openness and will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken.

The Company is committed to ensuring no one suffers any detrimental treatment as a result of:

• refusing to take part in, be concerned in, or facilitate tax evasion or foreign tax evasion by another person;
• refusing to aid, abet, counsel or procure the commission of a tax evasion offence or a foreign tax evasion offence by another person; or

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• reporting in good faith their suspicion that an actual or potential tax evasion offence or foreign tax evasion offence has taken place, or may take place in the future.

Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If a Team Member believes that they have suffered any such treatment, they should inform the Head/VP of People immediately. If the matter is not remedied a Team Member should raise it formally using the Grievance Procedure, which can be found in the relevant Employee Handbook or on the HRIS.

Training and Communication

The Company will ensure that mandatory training on this Policy is offered to those Team Members and associated persons who have been identifed as being at risk of exposure to criminal tax evasion.

Third Parties will be made aware of our zero-tolerance approach to tax evasion and foreign tax evasion as appropriate.

Breaches of this policy

Any employee who breaches this Policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.

The Company may terminate our relationship with other individuals and organisations working on our behalf if they breach this Policy.

Potential risk scenarios: "Red Flags"

The following is a list of possible red fags that may arise during the course of working for the Company and which may raise concerns related to tax evasion or foreign tax evasion. The list is not intended to be exhaustive and is for illustrative purposes only.

If Team Members encounter any of these red fags while working for, the Company they must report them promptly to the Chief Financial Manager or VP of People/Head of HR:

• becoming aware, in the course of work, that a Third Party has made or intends to make a false statement relating to tax, has failed to disclose income or gains to, or to register with, HMRC (or the equivalent authority in any relevant non-UK jurisdiction), has delivered or intends to deliver a false document relating to tax, or has set up or intends to set up a structure to try to hide income, gains or assets from a tax authority;
• becoming aware, in the course of work, that a Third Party has deliberately failed to register for VAT (or the equivalent tax in any relevant non-UK jurisdiction) or failed to account for VAT;
• a Third Party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;

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• becoming aware, in the course of work, that a person working for the Company as an employee asks to be treated as a self-employed contractor, but without any material changes to their working conditions;
• a supplier or other subcontractor is paid gross when they should have been paid net, under a scheme such as the Construction Industry Scheme;
• a Third Party requests that payment is made to a country or geographic location different from where the Third Party resides or conducts business;
• a Third Party to whom the Company have provided services requests that their invoice is addressed to a different entity, when the Company did not provide services to such entity directly;
• a Third Party to whom the Company has provided services asks the Company to change the description of services rendered on an invoice in a way that seems designed to obscure the nature of the services provided;
• receiving an invoice from a third party that appears to be non-standard or customised;
• a Third Party insists on the use of side letters or refuses to put terms agreed in writing or asks for contracts or other documentation to be backdated;
• becoming aware that the Company has been invoiced for a commission or fee payment that appears too large or too small, given the service stated to have been provided;
• a Third Party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to the Company;

Changes to this Policy

This Policy does not form part of any contract of employment or other contract to provide services.

The Company reserves the right to update this Policy at any time and will draw Team Members' attention to any substantial updates.

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Document Version Control

This policy shall be reviewed if required changes are identifed to address an identifed weakness, a change in business activities which may affect the validity of this document.

The current version of this policy, together with its previous versions, shall be recorded below:

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