Anti-Bribery and Corruption (ABC) Policy

1. POLICY STATEMENT

IX Africa Data Centre Limited (“IXADC” or the “Company”) and all its subsidiaries and associated companies,(“IXAfrica”) is committed to combating corruption, bribery and anti-competitive collusion, through the implementation of an Anti-Bribery and Corruption Policy (this “Policy”). This Policy has been developed to promote appropriatestandards and behavior, in order to prevent bribery, corruption and anti-competitive collusive practices in thevarious jurisdictions in which IXAfrica operates. IXAfrica supports the objectives of this Policy and recognises the legal importance of complying with all anti-bribery, anti-corruption and anti-competitive collusive laws, regulations,and/or policies of Kenya, ( “Kenya anti-bribery law”), including:

The Bribery Act 2016; and
The Competition Act 2010 (as amended).

This policy further recognizes the legal requirements of:

the UK Bribery Act 2010;
the United Nations Global Compact Principles;
the United Nations Convention against Corruption;
the African Union Convention on preventing and Combating Corruption, (collectively,”International anti-bribery law”).

2. Scope

This Policy applies to all persons working for us or IXAfrica or on our behalf in any capacity, including directors,employees at all levels (whether permanent, fixed term or temporary), officers, consultants, contractors, agencystaff, seconded staff, third-party representatives and business partners, sponsors or any other person associatedwith us, wherever located.

The purpose of this policy is to:

set out our responsibilities, and of those working for us, in observing and upholding our position onbribery and corruption; and

provide information and guidance to those working for us on how to recognise and deal with bribery andcorruption

Where any policy adopted by IXAfrica conflicts in any way with this Policy, then the policy providing the greatest level of protection against bribery, corruption and conflicts of interest shall prevail. This Policy is in addition to andnot a replacement of any existing policy governing anti-bribery, corruption or conflicts of interest.

It is IXAfrica’s policy to conduct all its business with transparency, integrity, and enforcing a zero- toleranceapproach to bribery and corruption. IXAfrica is committed to performing with honesty and acting professionally in all its business dealings and relationships. Furthermore, IXAfrica is dedicated to operating, implanting, and enforcing effective systems to counter bribery and corruption. The nature of IXAfrica’s business requires interaction with persons within various levels of governments, multi-national client companies and third-party service providers throughout Africa and the World. IXAfrica is committed to upholding all laws in the countriesin which it does business, the IXAfrica Code of Conduct, Kenya anti-bribery law, International anti-bribery law andthis Policy.

3. Our Purpose

IXAfrica refuses to offer, give or receive bribes or improper payments, or participate in any kind of corrupt or anti-competitive collusive activity, either directly or indirectly through any third party, in order to obtain new business,retain existing business, or secure any improper advantage, and IXAfrica furthermore will not use or permit others todo such things on our behalf.

IXAfrica will always strive to avoid any appearance of wrongdoing and will report any attempts to bribe us, or to solicitbribes from us, and any suspicions we have about bribery and corruption. We recognise that any allegation of bribery or corruption can seriously damage IXAfrica’s reputation. IXAfrica will never participate in any form ofcorrupt behavior or anti-competitive collusive practices conceal or fail to accurately record the true nature of IXAfrica activities, or falsify or tamper with IXAfrica books and records.

4. Bribery and Corruption

Definition

Bribery is where a person offers, promises, gives or receives, demands or accepts a financial or other advantage to/from another person with the intention to bring about the improper performance by that other person of arelevant function or activity or to reward such improper performance.

Corruption is defined broadly as “the abuse of power for personal gain” and bribery and fraud are considered to be aspects of corrupt practices. The primary anti-corruption legislation in Kenya is the Kenyan Bribery Act 2016 (the “Bribery Act”). The Bribery Act aims to prevent and fight corruption in both the public and private sector and createsa general offence of corruption that is broadly defined. In addition to the general crime of corruption, the Bribery Act also criminalises specific corrupt activities.

A person will be guilty of an offence under the Bribery Act if he/she directly or indirectly accepts or offers to accept a gratification (which is any economic benefit, whether in cash, or in any other form) from another person, or givesor agrees to give a gratification to any other person for his/her benefit, or that of another, where the giving or accepting is done in order to induce the other party to act in an improper manner, in the performance of that individual’s duties.

4.2. Why be concerned

Penalties for those convicted of an offence as set out in the Bribery Act can range from fines of up to 5 million Kenyan shillings, a term of imprisonment of up to 10 years, or both. Kenyan courts view convictions of fraud andcorruption as serious violations. The Bribery Act further provides for a tender register blacklisting companies andindividuals convicted of acts of corruption, with the consequence that such entities and individuals cannot do business with the Kenyan government for a period of years. Over andabove this, it is a criminal offence for an individual or enterprise applying for a tender not to disclose theirinvolvement in a company that has been black-listed.

Further the Bribery Act does have extra-territorial jurisdiction if certain requirements are met. Thus a Kenyan citizen or someone who ordinarily resides in Kenya, as well as companies incorporated or registered in Kenya, can beprosecuted in terms of the Bribery Act regardless of whether the offensive act constitutes an offence at the place of its commission.

4.3. Examples of corrupt offences under the Bribery Act

The following is a list of possible ‘red flags’ that may arise during the course of you working for us and which mayraise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only:

offences involving contracts – it is a crime for anyone to accept any form of gratification to influencewho will receive a contract in the Anyone involved in accepting or offering such a gratification will be guilty of corrupt conduct under the Bribery Act, even if the gratification is receivedor paid by the IX Africa Group and the individual does not personally benefit in any way;

offences involving a public official – it is a crime for anyone in the private sector to offer a public official gratification to receive a benefit. Furthermore it is also a crime for a public official to offer to do something for someone in the private sector in exchange for gratification;

offences that involve judges, magistrates and witnesses – it is a crime to offer a magistrate or judgegratification to influence the outcome of a case;

offences that involve tenders – it a crime to offer or accept gratification in order to influence theaward of a tender; and/or

offences of conflict of interest- it is a crime for any public officer to acquire a private interest in a contract connected with the public body;

you become aware that a third party engages in, or has been accused of engaging in, improperbusiness practices;

a third party requests payment in cash and/or refuses to sign a formal commission or fee agreementor to provide an invoice or receipt for a payment made;

a third party requests that payment is made to a country or geographic location different from wherethe third party resides or conducts business;

a third party demands lavish entertainment or gifts before commencing or continuing contractualnegotiations or provision of services;

a third party requests that a payment is made to “overlook” potential legal violations;

a third party requests that you provide employment or some other advantage to a friend or relative;

you receive 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;

you notice that we have been invoiced for a commission or fee payment that appears large given theservice stated to have been provided; and/or

a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplierthat is not typically used by or known to

5. Political Donations

IXAfrica and its employees will never directly or indirectly make a contribution to any political party, organisation or individual engaged in politics in order to obtain an improper advantage in business conducted by the IXAfrica. Furthermore we will never offer or make any contribution as an incentive or reward for obtaining or retaining business or for any improper purpose. IXAfrica will always make sure the contribution is lawful and appropriate. A proper due diligence will always be conducted to ensure that the contribution is not improper and that the requisite approval from the Board was obtained.

6. Charitable Donations and Sponsorships

IXAfrica may make charitable contributions and offer sponsorships for the purposes of socio-economic development, research, cultural and sporting activities, provided they are not for improper business purposes. We will alwaysensure that the charity is appropriate, legitimate and has all the appropriate registrations. Further we will always conduct a proper due diligence before making any charitable donation or offering any sponsorship. IXAfrica will never offer or make any charitable contribution as an incentive or reward for obtaining or retaining business or forany improper purpose.

7. Facilitation Payments

Definition of facilitation payments

Facilitation payments are usually small payments or gifts made to low-level public officials in order to

speed up or “facilitate” actions the officials are already dutybound to perform.

7.2. Why be concerned

Facilitation payments are classified as bribes and as such are illegal in Kenya and in other countries whereIXAfrica conducts business. Any type of facilitation payment is prohibited, large or small. Even where such payments are perceived as business practice or acceptable under the local law and even if ourcompetitors engage in such practices, no violations of this principle will be tolerated.

7.3. Legitimate fees

A legitimate fee is sometimes payable for a speedy service provided by the government, where this is legally permissible. For example, a published amount to get a visa or a new passport more quickly from a consulate. Payment of such fees is acceptable provided there is a defined business need, the payment is transparent and open, and a receipt is obtained and the expense is properly recorded in IXAfrica’s financial records. It would not, of course, be legitimate, if it is a private payment to the official concerned, in order for him to expedite such anapplication.

8. Gifts, Entertainment and Hospitality

IXAfrica prohibits the offering of or receipt of gifts, hospitality, gratification or entertainment, which could affect or beperceived to affect the outcome of a business transaction and is not reasonable and bona fide. The IX Africa Group further precludes any activities involving clients that could impair or create the appearance of impairment of ourobjectivity and independence with regard to our relationships with clients.

IXAfrica may offer and receive, gifts, hospitality and entertainment openly, unconditionally and without the intention of obtaining or retaining any business advantage, and provided that the value thereof is not excessive. A businessadvantage is the unauthorised or improper gaining of a commercial and contractual advantage. If in doubt, youshould always consult your manager or person in authority to ensure adherence to this principle.

IXAfrica will always ensure that:

all reimbursable entertainment activities involving IXAfrica personnel and client/supplier or potential clients has a valid business purpose and the cost is reasonable;
all gifts and hospitality ( in excess of KES 10 000/ USD 100 per gift and value of hospitality) given and received are declared in a gift register and signed-off by the Admin Office; and
our Admin Office is available to IXAfrica personnel to discuss offering any kind of gift or hospitality to a public official ( but generally such things are best avoided);

IXAfrica will never:

give, promise to give or offer a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
threaten or retaliate against another employee who has refused to commit a bribery offence or has raised concerns under this policy;
solicit gifts or hospitality; and
offer or accepts gifts of cash or cash equivalent (e.g. vouchers)

9. Business Relationships

IXAfrica will endeavour to engage with agents, consultants, joint venture partners, consortia, advisors, distributors,contractors, sub-contractors and suppliers (“third parties”) to observe this Policy and act at all times in accordance with IXAfrica standards in relation to bribery and corruption. In order to protect IXAfrica against the risk of bribes given indirectly, it is the responsibility of IXAfrica personnel when employing third parties to conduct an appropriate due diligence process. Third parties need to understand and formally agree to this and it is our responsibility to confirm their behaviour remains compliant.

Collusive Practices

Kenya’s Competition Act prohibits collusive tendering in the procurement process. Furthermore such conduct also constitutes corrupt activity under the Bribery Act. Collusive tendering or bid rigging is defined as an agreementamongst competitors not to compete on bids they submit after being invited to tender. Together with price fixing andmarket allocation, collusive tendering falls within the class of conduct referred to as “cartel activity”, which isprohibited.

IXAfrica personnel must never participate in a bid-rigging cartel or engage in cover pricing to favour one or more companies in exchange , for example, for a “loser’s fee”. This type of conduct amounts to the receiving of gratification and is an offence under the Bribery Act. Furthermore when an individual participates in a bid-riggingcartel and it is agreed that his/her company will engage in cover pricing so that a rival firm can win the tender in exchange for a sub-contract, this too amounts to a corrupt activity under the Bribery Act.

IXAfrica personnel must be aware that all parties involved in collusive tendering will be prosecuted under the Bribery Act. Furthermore, the fact that the employee may not derive any personal benefit from the collusive activityis of no relevance. It constitutes a contravention of the Competition Act and an offence under the Bribery Act.

Procurement policy

IXAfrica will always verify and check our third parties’ experience, background and reputation. IXAfrica willendeavour to conduct its procurement practices in a fair and transparent manner. We will further endeavour to avoid dealing with contractors and suppliers or other business partners known or reasonably suspected to be payingbribes.

Compensation and payments to business partners

IXAfrica will not channel improper payments through agents or other intermediaries. Compensation paid to thirdparties should be appropriate and justified remuneration for legitimate services rendered.

IXAfrica will never:

enter into agreements that do not have a clear and proper commercial rationale;
pay more than the fair market value for goods and services;
make payments to third parties without having a binding written agreement (whenever possible) in place and weknow exactly what the payment is for; or
exchange sensitive information with third parties e. pricing, other confidential customer information.

IXAfrica personnel are encouraged to look out for the following behavior:

unusually large fees or cash payments;
fees linked to a percentage of the project cost or value;
suspicious bidding patterns;
a request for money paid into a personal or offshore bank account;
someone who does not appear to have the experience, expertise or qualifications for what they are beingengaged to do; and/or
lavish hospitality and

IXAfrica personnel must report any suspicious activity to an IXAfrica senior manager or Director.

10. Conflicts of Interest

IXAfrica encourages avoiding situations in which personal interests or actions could conflict or appear to conflict with the best interests of IXAfrica. All conflicts of interests should be disclosed, whether real or potential, to seniormanagement.

What constitutes a conflict of interest?

Conflicts of interest occur when an employee has an undisclosed direct or indirect personal or economic interest ina transaction. Usually the conflict is about an individual benefiting at the expense of IXAfrica. But it may also applywhere there is nothing untoward in the transaction, but the employee or any member of his family or close circle has some involvement with the other party to the transaction, and may stand to benefit financially from that involvement. Perceptions of conflict of interest can be just as damaging as an actual conflict of interest. A conflict may occur where an employee accepts inappropriate gifts, favours, or kickbacks from vendors, or when an employee engages in unapproved employment discussions with current or prospective contractors or suppliers.

IXAfrica personnel must never:

use contacts or any knowledge gained at the IX Africa Group for personal gain, or to benefit family and friends;
pay a third party more than contractually agreed e. market based fee for goods and services;
enter into situations in which their personal, family or financial interest may conflict with those of the IX Africa Group; or
create the impression that customers or suppliers have a contact in the IX Africa Group who can exertinfluence on their behalf.

11. Import and Export of Goods and Services

IXAfrica complies with all legal requirements for the proper import and export of goods and service. IXAfrica is committed to trading lawfully at all times, hence compliance with all trade regulations and restrictions imposed byrecognised national and internal authorities. All restrictive trade practices are strictly prohibited. As well as complying with all relevant laws, IXAfrica must obtain all necessary licenses and permits to import and export goods, and in doing so, provide honest and accurate information to customs authorities.

12. Our Role and Responsibilities

IXAfrica personnel responsibilities

The prevention, detection and reporting of bribery, corruption and conflicts of interest is the responsibility of every IXAfrica personnel and those working under the control of the IX Africa Group. It is the responsibility of all IXAfricapersonnel to raise concerns about any issue or suspicion of bribery, corruption or conflict of interests.

Any IXAfrica personnel who suspects actual or potential acts of bribery, corruption or conflict of interest must disclose such information as soon as one become aware of the information. Failure to disclose such information would constitute an act of misconduct that could result in a disciplinary action which could result in dismissal formisconduct or gross misconduct.

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

13. How to Report Suspicious Transactions

How to report

IXAfrica personnel are required, when discovering or suspecting bribery, corruption or conflict of interest, toimmediately report the issue or suspicion.

If you are unsure whether a particular act constitutes bribery, corruption or conflict of interest, you must raise yourconcerns with your line manager or where this is not appropriate for whatever reason, with the Admin Office or any director of the IXAfrica.

IXAfrica does not tolerate any form of retaliation, harassment or intimidation of a whistle-blower by other as a result of raising concerns in good faith. All concerns will be investigated and appropriate action taken.

IXAfrica will investigate all reports of bribery, corruption and conflicts of interest.

Protection

Individuals who refuse to accept or offer a bribe, or who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone whoraises genuine concerns in good faith under this Policy, even if they turn out to be mistaken.

We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption 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 you believe that youhave suffered any such treatment, you should inform your line manager immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our grievance procedure.