Anti-bribery Policy

The Luceco PLC Group is committed to conducting its business around the world with the highest degree of integrity. This commitment includes a zero-tolerance approach towards all forms of bribery and corruption.

This policy has been formally approved by the Group's Board of Directors and extends to all individuals and organisations (e.g. suppliers, contractors, and service providers) that the Group interacts with, as well as employees.

Definition of Bribery

The Bribery Act 2010 makes it an offence to offer, promise or give a bribe. It also makes it an offence to request, agree to receive or accept a bribe. Further, there is a corporate offence of failure by a commercial organisation to prevent bribery that is intended to obtain or retain business, or an advantage in the conduct of business, for the organisation.

The Group, as part of its commitment to the prevention, detection and deterrence of bribery, will ensure the maintenance of adequate procedures designed to identify and prevent bribery.

Policy Statement

The Group expects its employees and all organisations that it interacts with, to demonstrate honesty and integrity in all aspects of their business dealings, and to exercise appropriate standards of professionalism and ethical conduct in all their activities. Pursuant to this, the Group will not tolerate bribery or corruption of any form and will maintain a zero-tolerance approach to any breach of this or any related policy.

The purpose of this policy is to set out the Group's aim of limiting exposure to bribery by:

• Setting out and maintaining a clear anti-bribery policy
• Making all employees and organisations that it interacts with aware of their responsibilities to adhere strictly to this policy at all times
• Fully investigating all instances of alleged bribery and assisting police and other relevant authorities in any resultant prosecutions; and
• Taking immediate and vigorous action against any individual(s) involved in bribery

Application

Under this policy, all employees and organisations that interact with the Group are prohibited from:

Giving, accepting, promising to give or promising to accept an offer of payments, a gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given

• Accepting payment from a third party if you know or suspect it is offered with the expectation that it will obtain a business advantage for them
• Retaliating against or threatening a person who has raised concerns under this policy
• Giving or accepting bribes to/from government or public officials; and Engaging in any activity in breach of this policy

Responsibility

The prevention, detection and reporting of bribery and other forms of corruption is the responsibility of all employees and organisations that interact with the Group, who are therefore required to read, understand and comply with this policy.

Individuals are expected to raise concerns as soon as possible, if it is believed or suspected that a conflict with this policy has occurred.

Reporting

The Group has in place avenues for reporting concerns. Staff should report such suspicions either to their Line Manager in the first instance, or the Chief Financial Officer if this is not possible. Staff should also follow the procedure as set out in the company's “Speak Up Policy”. All matters will be dealt with in confidence. Vigorous and prompt investigations will be carried out into all cases of actual or suspected bribery discovered or reported.

Workers who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. We aim 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. However, if concerns are made in bad faith, employees will be subject to the Group's disciplinary procedure.

Data Protection

When an individual makes a disclosure, the organisation will process any personal data collected in accordance with its data protection policy. Data collected from the point at which the individual makes the report is held securely and accessed by, and disclosed to, individuals only for the purposes of dealing with the disclosure.

Gifts and Hospitality

This policy does not prohibit normal and appropriate hospitality (given and/or received) to or from third parties.

The giving or receipt of gifts or hospitality is not prohibited, if the following requirements are met and provided the relevant gifts or hospitality fall within one of the categories set out in the paragraph below:

• It is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits
• It complies with local law
• It is given in the Company's name, not in your name
• It does not include cash or a cash equivalent (such as gift certificates or vouchers) It is appropriate in the circumstances (for example in the UK it is customary for small gifts to be given at Christmas time)
• Taking into account the reason for the gift, it is of an appropriate type and value given at an appropriate time
• It is given openly, not secretly; and
• Gifts should not be offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of the CFO.

The following gifts or hospitality are permitted, provided they do not contravene any of the provisions of the paragraph above:

• Gifts worth no more than £50 (or its equivalent) may be accepted provided that you notify the CFO. If you are offered a gift worth more than £50 (or the equivalent), this should generally be rejected. You must inform the CFO of the offer of such a gift. However, if the rejection of a gift might impair a business relationship, this should be discussed with the CFO and the gift may be accepted provided that it is donated to charity
• Normal business courtesies of lunch, dinner and invitations to concerts, the theatre and sporting events may be accepted provided that:
  • You first check with a director or the CFO that such an invitation is in line with appropriate business practice
  • The host is present; and
  • Travel and accommodation costs are not borne by the inviting party except with the prior consent of a director or the CFO; and
• You may offer normal business courtesies of lunch, dinner and invitations to concerts, the theatre and sporting events provided the cost is approved in accordance with the Luceco expenses policy

We appreciate that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered.

Donations and Sponsorships

We only make charitable donations to charities which are UK registered, fit in with the Group's values and objectives and are not politically motivated. We only offer sponsorships that are legal and ethical under local laws and practices. No donation or offer of sponsorship must be offered or made without the prior approval of either a director or the CFO.

Record-keeping

We must keep financial and other records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

You must declare and keep a written record of all hospitality or gifts accepted or offered. A central log will be held and maintained by the PA to the Trade and Specification Director.

You must ensure that all expense claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our expenses policy and specifically record the reason for the expenditure.

Who is Responsible for the Policy?

The Board of Directors have overall responsibility for ensuring that this policy complies with our legal and ethical obligations, and that all of those under our control comply with it. The CFO has primary and day-to-day responsibility for implementing this policy, and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy.

Monitoring and Review

The CFO will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Changes to the policy will be the responsibility of the Board. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.