FIRST PRO SOLUTIONS (PRIVATE) LIMITED
Company Registration No.: 6282/006
Zimbabwe

ANTI-CORRUPTION, ANTI-BRIBERY AND BUSINESS ETHICS POLICY

Effective Date: 06/04/2006

1. PURPOSE

First Pro Solutions (Private) Limited (“First Pro Solutions” or the “Company”) is committed to conducting its business honestly, ethically, transparently and in compliance with applicable laws and regulations.

The purpose of this policy is to establish the Company’s commitment to preventing bribery, corruption, improper payments and unethical business practices in all of its business activities.

This policy applies to the Company’s dealings with customers, suppliers, technology vendors, business partners, government entities, government officials and other third parties.

2. SCOPE

This policy applies to:

• Directors and officers
• Employees
• Sales and business development personnel
• Consultants and contractors
• Agents and representatives
• Business partners acting on behalf of First Pro Solutions
• Any other person acting on behalf of the Company

All persons covered by this policy are expected to comply with the requirements of this policy.

3. ANTI-BRIBERY AND ANTI-CORRUPTION

First Pro Solutions strictly prohibits bribery and corruption in all forms.

No director, employee, representative, agent or business partner acting on behalf of the Company may offer, promise, authorise, give, request or accept any bribe, kickback or other improper advantage.

No payment, benefit or advantage may be provided for the purpose of improperly influencing a business decision, obtaining an improper commercial advantage or securing business through unlawful or unethical means.

4. DEALINGS WITH GOVERNMENT OFFICIALS

First Pro Solutions recognises that transactions involving government entities and government officials require particular care.

Employees, directors and representatives must not offer, promise or provide money, gifts, hospitality, employment opportunities or other benefits to a government official for the purpose of improperly influencing an official decision or obtaining an improper advantage.

All dealings with government entities and officials must be conducted professionally, transparently and in accordance with applicable laws and Company policies.

5. GIFTS AND ENTERTAINMENT

Reasonable and legitimate business hospitality may be permitted where it:

• Has a legitimate business purpose;
• Is reasonable and proportionate;
• Is not intended to improperly influence a business decision;
• Does not create an actual or perceived conflict of interest; and
• Complies with applicable laws and Company requirements.

Cash or cash equivalents must not be provided as gifts or inducements.

Employees and representatives must obtain appropriate internal approval where required.

6. COMMISSIONS, FEES AND PAYMENTS

All commissions, discounts, rebates, referral fees and other payments must be:

• Properly authorised;
• Commercially reasonable;
• Accurately documented;
• Recorded in the Company’s accounting records; and
• Paid to legitimate parties for legitimate services.

The Company prohibits undisclosed or improper commissions, facilitation payments, kickbacks and payments intended to improperly influence a transaction.

7. ACCURATE BOOKS AND RECORDS

First Pro Solutions is committed to maintaining accurate, complete and transparent financial and business records.

The Company will not knowingly create or maintain false, misleading, incomplete or undisclosed accounts or records for the purpose of concealing improper payments or transactions.

All business expenses and payments must be appropriately supported, authorised and recorded.

8. THIRD PARTIES AND BUSINESS PARTNERS

First Pro Solutions expects its agents, representatives, consultants, suppliers and business partners to conduct themselves ethically and in compliance with applicable anti-corruption laws.

Where appropriate, the Company may conduct due diligence on third parties before engaging them, particularly where they may interact with government officials or participate in sales transactions on behalf of First Pro Solutions.

The Company may take appropriate action where a third party fails to meet the Company’s ethical and compliance requirements.

9. CONFLICTS OF INTEREST

Directors, employees and representatives must disclose actual or potential conflicts of interest that could improperly influence business decisions.

Business decisions must be based on legitimate commercial and business considerations and must not be improperly influenced by personal interests.

10. REPORTING CONCERNS

Employees, directors and representatives are encouraged to report suspected bribery, corruption, fraud, conflicts of interest or other unethical conduct to Company management.

Reports will be handled appropriately and, where reasonably possible, confidentially.

First Pro Solutions prohibits retaliation against any person who raises a genuine compliance concern in good faith.

11. COMPLIANCE WITH APPLICABLE LAWS

First Pro Solutions will comply with applicable anti-bribery and anti-corruption laws and regulations in the jurisdictions in which it operates.

The Company recognises the importance of complying with applicable international anti-corruption requirements relevant to its business activities and relationships with international technology vendors and business partners.

12. RESPONSIBILITY

The Directors and management of First Pro Solutions are responsible for promoting a culture of ethical conduct and compliance throughout the Company.

All employees, directors, representatives and business partners are expected to understand and comply with this policy.

Failure to comply with this policy may result in disciplinary action, termination of a business relationship and/or referral to the appropriate authorities where required.

13. POLICY REVIEW

This policy will be reviewed periodically and updated where necessary to reflect changes in the Company’s operations, applicable laws, regulatory requirements and business relationships.