ACRUX LIMITED — Governance Information 2021

Nov 3, 2021

ACRUX LIMITED

ANTI-BRIBERY CORRUPTION AND FRAUD POLICY

This Policy relates to:

All Acrux employees and contractors

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ANTI-BRIBERY, CORRUPTION AND FRAUD POLICY

1. PURPOSE

Acrux is committed to operating in a manner consistent with the laws and regulations of the jurisdictions in which its businesses operate, including those relating to anti-bribery and corruption.

Acrux’s Anti-Bribery, Corruption and Fraud Policy (the “Policy”) is a critical part of Acrux’s overall risk management framework to prevent and detect corrupt, illegal or other undesirable conduct.

The Policy prohibits Acrux, its Employees and Business Partners from engaging in activity that constitutes Bribery, Corruption, Fraud or other related improper conduct. It also outlines:

• the responsibilities of Acrux and its Employees in observing and upholding the prohibition on Bribery, Corruption, Fraud and other related improper conduct; and

• information and guidance on how to recognise and deal with instances of Bribery, Corruption, Fraud or other related improper conduct.

The Policy is underpinned by Acrux’s Code of Conduct, a copy of which is available on Acrux’s website.

Terms used in this Policy are defined in Section 15.

2. SCOPE

This Policy applies to all of Acrux’s business and transactions in all countries within which Acrux operates. It covers:

• Acrux and all subsidiary and affiliate entities over which it exercises control; and

• all directors, officers and employees of Acrux (whether permanent, fixed-term, casual, contracting, consulting or temporary) (collectively referred to as “Employees”) .

Individual and corporate entities associated with Acrux, which act for or on behalf of Acrux, or who perform functions in relation to or on behalf of Acrux, are expected to have and comply with policies managing bribery and corruption risk. This includes, but is not limited to, contractors, consultants, third party agents, third party introducers, referrers, persons acting in a fiduciary capacity, service providers and development partners in any of Acrux’s operations (collectively referred to as “Business Partners”).

Acrux may request copies of a Business Partner’s anti-bribery and corruption policies and related materials. Where Acrux identifies that a Business Partner does not have policies managing bribery and corruption risks, or identifies that these policies are inadequate, Acrux expects its Business Partners to comply with this Policy.

3. RESPONSBILITY FOR POLICY COMPLIANCE

Every person covered by this Policy is required to understand and comply with this Policy and comply with the reporting requirements set out in this Policy.

4. CONSEQUENCES OF BREACHING THIS POLICY

Bribery, Corruption, Fraud and other related improper conduct referred to in this Policy may be treated as criminal offences which could have serious consequences for Acrux and its Employees, including substantial fines and liabilities, imprisonment and reputational damage.

Any breach of this Policy by Employees will be regarded as serious misconduct, leading to disciplinary action which may include termination of employment. Breaching this Policy may breach applicable anti-corruption laws and expose an individual to criminal and civil liability, could result in imprisonment or the imposition of a significant financial penalty. Employees should be aware that Acrux’s insurance policies may not provide coverage for conduct involving a breach this Policy.

Employees and Business Partners must cooperate fully and openly with any investigation by Acrux of an alleged or suspected corrupt activity or breach of this Policy. Failure to cooperate or to provide information is a breach of this Policy.

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5. REPORTED SUSPECTED OR ACTUAL BREACHES

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Employees should report any breaches or suspected breaches or suspicious activities or payments in accordance with Acrux’s Code of Conduct or Whistleblower Policy, a copy of each which is available on Acrux’s website.

The Board will be informed of any material breaches of this Policy.

Processes are in place to ensure that reports are logged, investigated and appropriate action is taken. Measures are in place to ensure complaints are treated confidentially to the extent possible and consistently with legislative protections.

Acrux will not permit retaliation of any kind against any Employee where they have reasonable grounds to suspect a violation of this Policy. Any actual or attempted retaliation is also a breach of this Policy.

6. ACRUX POLICY ON BRIBERY, CORRUPTION, FRAUD AND OTHER RELATED IMPROPER CONDUCT

6.1 Bribery and Corruption

Corrupt conduct by Acrux and its Employees is absolutely prohibited. Acrux and its Employees are not permitted to give, offer, promise, accept, request or authorise, whether directly or indirectly any Bribe, (however small).

Additionally, Acrux and its Employees must not, directly or indirectly, authorise, undertake or participate in any form of corrupt business practice including:

• making any Facilitation Payment;

• making any Secret Commission; or

• engaging in Money Laundering.

Under no circumstances will Acrux approve of any offers, or make, request or receive an irregular payment or other thing of value, to win business or influence a business decision in Acrux’s favour. Such actions are in breach of this Policy and may be illegal in jurisdictions in which Acrux operates. This prohibition applies to Bribery of public officials as well as Bribery in respect of any commercial transaction in the private sector.

No Employees or Business Partners will be penalised, or be subject to other adverse consequences, for refusing to pay bribes or engage in any other conduct that would be in breach of this Policy, even if that refusal may affect Acrux’s business.

6.2 Fraud

Acrux and its Employees must not, directly or indirectly, authorise, undertake or participate in any form of Fraud.

6.3 New Countries and Business Ventures

Entry into new countries and new business ventures may pose risks from an anti-bribery and Corruption perspective.

In advance of undertaking new business ventures or investing in new companies or countries, Acrux will include in its due diligence process consideration of Corruption risks and its ability to address any such risks.

7. ACRUX’S RELATIONSHIPS WITH THIRD PARTIES

Any improper conduct by a third party, including Business Partners, may damage Acrux’s reputation and expose Acrux and its Employees to criminal or civil liability or other sanctions.

This may include liability for the conduct of agents, representatives and associates or those involved in negotiating any business arrangements or transactions including, negotiating supply contracts, arranging introductions to potential business clients or key government decision makers.

Acrux and its Employees must not:

• enter into or continue a business relationship with a Business Partner if they cannot be satisfied that the entity will behave in a manner consistent with this Policy; or

• engage or make a payment to a Business Partner, or any other third party, knowing or suspecting the Business Partner or third party may use or offer all or a portion of the payment directly or indirectly as a bribe, kickback, secret commission or other form of improper or corrupt payment.

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Acrux’s procurement processes ensure that Acrux exercises an appropriate level of due diligence regarding any third party before it enters into a relationship with that third party and engages in appropriate monitoring of third parties.

8. GIFTS, HOSPITALITY AND TRAVEL

Acrux prohibits the offering or acceptance of Gifts, Hospitality or Travel which are contrary to this Policy, including in circumstances which:

• could be considered to give rise to undue influence or improperly influence a relationship or decision affecting Acrux or its business;

• could give rise to the appearance of attempting to secure favourable treatment;

• creates a sense of obligation;

• is more than token value or exceeds common courtesies with accepted business practice; or

• they know or suspect that the recipient cannot accept the gift or benefit pursuant to law or to any duties that they owe others.

Employees must adhere to Acrux’s policies and procedures in relation to all Gifts, Hospitality or Travel given or received by an Employee. All Gifts and Hospitality received by an Employee with a value greater than $100 are to be handed to Acrux administration for safe keeping for, and if appropriate and consistent with this Policy, equal distribution amongst all Employees.

Gifts, Hospitality or Travel are only permitted if they meet all the following conditions:

• solely given for the purpose of building a general relationship and understanding with the other party;

• • when in the form of an invitation to an event, the event occurs after business hours and is approved by the Employee(s)’s manager and Acrux’s human resources team;

• not intended, and not reasonably able to be construed as, an attempt to influence the performance of the recipient’s role or function or obtain business or a business advantage;

• given or received in an open and transparent manner;

• compliant with any relevant law, regulation, rule or code (including this Policy);

• otherwise lawful in the jurisdiction where it is made;

• not cash, loans or cash equivalents (such as gift certificates or vouchers);

• not embarrassing to Acrux or its Employees or the individual in question if publicly disclosed;

• reasonable and appropriate for the persons involved; and

• not given or received while the relevant parties are involved in negotiations or a tender process.

Gifts, Hospitality or Travel frequently given to or received from the same person or entity or which create an ongoing expectation, and in aggregate exceed the value or frequency set by Acrux, do not comply with this Policy.

Employees should, where possible, discuss with the Company Secretary the fact that they have been offered a gift / benefit before accepting it, in order to determine the appropriate action.

Gifts, Hospitality or Travel given or received with a value of greater than $100 require the approval of the CEO.

9. POLITICAL AND CHARITABLE DONATIONS AND COMMUNITY ENGAGEMENT

Acrux does not make donations to any political party or to any individual in, or seeking to obtain, political office.

Acrux does not make charitable donations.

10. RECORD KEEPING

Acrux and its Employees must keep accurate and complete accounts, invoices, and other documents and records relating to dealings with any external or third party, which will evidence the business reason for these dealings. No accounts may be kept “off-book” for any reason or treated/managed in a way so as to facilitate, conceal or disguise potential breaches of this Policy or other Acrux policies.

Further, Employees must:

• make no false or misleading entries in the books and/or records of Acrux;

• ensure contracts, invoices and other documents relating to Business Partners and third party relationships accurately describe the transactions to which they relate;

• abide diligently by payment control procedures; and

• abide diligently by requirements to record and obtain approvals for payments and expenses, including those relating to gifts, hospitality, entertainment, travel, charitable donations, sponsorships, political donations and community engagement activities.

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11. TRAINING AND COMMUNICATION

Acrux will ensure that Employees (including new Employees) and applicable Business Partners are informed about and understand this Policy. Each Employee will have access to this Policy and be provided with training. Key Employees will receive additional training on a more regular basis.

A copy of this Policy will also be publicly available on Acrux 's website.

Any questions about this Policy, or doubt about whether particular conduct may violate this Policy, can be referred to the Company Secretary.

13. RELATED SUPPORTING POLICIES

This Policy is supported by, and linked to, specific Acrux policies and standards, including:

• Code of Conduct;

• Whistleblower Policy; and

• Human Resources Handbook

14. REVIEWING AND MAINTAINING THE POLICY

The Policy is to be reviewed annually and approved by the Board to ensure it reflects changes in law or ASX guidance, that it continues to operate effectively and whether any changes are required.

Internal control systems and procedures will be subject to regular reviews to provide assurance that they are effective in countering Bribery, Corruption and Fraud. There may also be independent reviews undertaken from time to time by other external parties as commissioned by Acrux.

15. GLOSSARY OF TERMS

TERM	DESCRIPTION
Acrux	Acrux Limited anditsrelated bodies corporate.
Bribe	A bribe involves (either directly or indirectly) improperly offering or providing a benefit or something of value, either to a public official, someone in business or a close relative of such a person in order to obtain or retain business or an advantage or to induce or reward improper conduct or an improper decision. While a bribe may involve a monetary payment or offer, it covers anything of value such as: • cash or cash equivalents (e.g. gift vouchers or loans); • some gifts, hospitality, entertainment or travel; • political or charitable donations or scholarships • reciprocal favours or the provision of favours; • business and employment opportunities; or • anything else that is of significant value to the recipient, andBriberyhas a correspondingmeaning.
Business Partner	Has themeaning given inSection 2.
Corruption	Any activity in which a person abuses their position and/or trust in order to achieve an impropergainoradvantageforthemselves, or foranotherpersonorentity.
Employees	Has themeaning given inSection 2.
Facilitation Payment	Any minor payment to a public official either directly or indirectly as an incentive for the public official to facilitate, expedite or secure the performance of a routine government action or process (for example, to facilitate the expedition of applicationsfor visas or licences).
Fraud	Dishonest activity that leads to obtaining a personal benefit through deception. It can be by an individual against Acrux, Acrux’s customers or other external parties. Fraud includes forgery, money laundering, irregular payments or commissions, misuse of company or customer information, theft or misappropriation of cash or stock, company credit card orassetmisuse andfalsifying accountingrecords.
Gifts	Any gift, gratuity, favour, benefit, discount, forbearance, or other tangible or intangible item having monetary value for which the recipient does not pay fair market value. A gift also includes meals, drinks, entertainment and recreation (tickets, passes, etc.), services, training, transportation, discounts, promotional items, lodging, gift cards, door prizes or physical items (such as ‘free’ products, flowers,wine, tickets to events and thelike).

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Hospitality	Includes invitations to business meals, entertainment, receptions, sports and culturaleventshostedina business context.
Money Laundering	Concealing the existence of an illegal source of income and disguising to make it appear legitimate.
Policy	Has themeaning given inSection 1.
Secret Commissions	Benefits that are given, offered, received or solicited by an agent or representative of another person or entity, where that benefit is: • not disclosed to the principal; and • given, offered, received or solicited as an inducement or reward for providing or having provided a favour, or the receipt of which would tend to influence the provisionofafavour.
Travel	Circumstances where Acrux pays the travel expenses (for example, flights, accommodation, and living expenses) of individuals who are not Employees, BusinessPartners or representatives.

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