Anti-bribery and Corruption Policy

Introduction

Redgate is committed to preventing any form of bribery and corruption in accordance with all applicable anti-bribery and anti-corruption laws.

All Redgate's business activities should be carried out to a high standard and with honesty and integrity, and we expect all Redgate Representatives to maintain high standards. While there are formal, and even legal, aspects to our anti-bribery policy, the key overall consideration really is acting in line with Redgate's values - in particular "Being Reasonable".

Scope

This policy covers:

• All employees, officers, consultants, contractors, sub-contractors, volunteers, interns, agency workers and other business representatives ("Redgate Representatives").
• Third Parties i.e., any individual or organization you engage with during the course of your work for Redgate, and includes, but not limited to, active and potential clients, customers, suppliers, business contacts, agents, advisors, government and public bodies.

Policy

The aim of this policy is to:

• Inform and to set out the responsibilities for Redgate and all Redgate Representatives in understanding and upholding Redgate's position against bribery and corruption.
• Provide information and guidance to prevent any form of bribery and corruption taking place at Redgate in the UK, United States, Germany, Australia, Canada, and any other country where Redgate may either be in the process of establishing a business relationship, or where a relationship has already been established; and
• To ultimately ensure that Redgate does not gain improper advantage through its activities.

What Is Bribery & Corruption?

A "bribe" is any inducement or reward offered, promised, requested, or provided to gain commercial, contractual, regulatory, or personal advantage.

The offering, promising, or giving of a bribe (active bribery) and the requesting, agreeing to receive, or accepting of a bribe (passive bribery) are offenses.

"Bribery" includes:

• Giving, offering, or promising a bribe;
• Requesting, receiving, or agreeing to receive a bribe;
• Bribing a foreign public official, an individual or members who are part of a political party or a public office or government agency ("Public Official"); or
• Failure to prevent a bribe.

The timing of the bribe is irrelevant, and any payment made, or advantages given, after a relevant event are considered bribes.

"Corruption" is the misuse of power or office for private gain. This means that no Redgate Representative should:

• Offer or provide a bribe (e.g., any payment, gift, entertainment, or other benefit) to reward the business advantage.
• Accept a third party's offer that they know or suspect to be made with the expectation that it will provide a business advantage (to the third party or anyone else).
• Offer or provide a payment to a Public Official in any country (in the UK or internationally) to facilitate or speed up a necessary or routine procedure.

For the purposes of this policy, it does not matter whether:

• bribery and/or corruption occur in the UK or internationally. Any act of bribery or corruption committed outside the UK may be prosecuted in the UK (or other countries as deemed applicable).
• the act of bribery and corruption is committed directly or indirectly.

Gifts And Entertainment

With gifts and entertainment, Redgate believes, as well as transparency, there are three key factors to be considered. Is it acceptable, what is the timing, what is the value; and Redgate Representatives are encouraged to identify the level of risk and use this guidance (in conjunction with Appendix 1):

Guidance

You cannot accept or offer gifts or entertainment over the value of £500 {or equivalent in other currencies} without authorization.

If the gift or entertainment offered or provided is over this value, you must email the General Counsel AND Compliance Manager AND include your manager all in the same email for further guidance. They will then consider the three key factors of: is this acceptable, the timing and the value.

Examples

A bottle of wine sent to an existing customer as a thank you, or swag sent to a prospective customer by Redgate, or using Redgate's direct marketing automation platform, is usually acceptable if within the £500 (or equivalent) limit.

You should always consider the value of the gift or entertainment i.e., a bottle of wine may be appropriate, but an expensive bottle of vintage champagne could be considered inappropriate. See further guidance in Appendix 1.

If you have any questions about gifts and entertainment, please contact compliance@red-gate.com.

Keeping Records

As transparency is crucial and false or misleading records could be damaging to Redgate, it is essential that Redgate keeps a full and accurate record of all financial dealings. Also, under relevant money laundering regulations, Redgate's Finance and Legal teams are required to report anything that seems irregular.

As a result, Redgate Representatives must declare and properly record in writing all entertainment and gifts received or given. In relation to any entertainment, gifts, or payments to third parties (including suppliers and customers), Redgate Representatives must:

• Obtain authorization from General Counsel, Compliance Manager, and your line manager to accept or offer such gift or entertainment; AND
• Submit expense claim form, AND
• Complete the Gift and Entertainment Register

Reporting Issues Related to Bribery and Corruption

All Redgate Representatives have a responsibility to comply with this policy and prevent bribery and corruption and if they witness, discover anything corrupt or improper, or are offered a bribe, in the first instance they must contact compliance@red-gate.com as soon as possible. If you do not feel comfortable using this route, you can use our Whistleblowing policy.

Redgate will keep any disclosure confidential during any investigation it undertakes to the extent that this is practical and appropriate in the circumstances. Redgate will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. Redgate is also committed to ensuring nobody suffers any detrimental treatment because of refusing to take part in bribery or activities that could be construed as bribery or corruption because of reporting in good faith their suspicion that an actual or potential bribery or corruption offense has taken place or may take place in the future or because they may assist in the investigation of an allegation of bribery or corruption.

Consequences of Non-Compliance

Redgate takes compliance with this policy very seriously and failure to comply with this policy puts both Redgate Representatives and Redgate at significant risk.

The severity and consequences of the non-compliance will be assessed on a case-by-case basis, considering the nature and circumstances of the non-compliance.

As an example (as of June 2023), bribery and corruption are punishable towards individuals and/or commercial organizations as follows:

• UK & Australia - up to ten years of imprisonment for individuals. Both commercial organizations & individuals can be subject to unlimited fines.
• US – up to five years imprisonment and fines of more than $250k for individuals. Commercial organizations more than US$2million per violation.
• Germany – up to ten years imprisonment for individuals, and the fine paid daily over 24 months, amount dependant on income. Commercial organizations, up to EUR 10 million per offense.
• Canada – for both individuals and commercial organizations, between five and fourteen years, and unlimited fines.

In addition to the above, if Redgate are found to have taken part in corruption, we could, be excluded from tendering for contracts (e.g., with suppliers; public authorities and financial institutions) and face damage to our brand and reputation.

Monitoring and Review

This policy & the gifts and entertainment register will be monitored, and procedures reviewed, and may be updated from time to time to ensure they remain adequate.

If you have any questions or concerns about anything in this policy, please contact compliance@red-gate.com.

Appendix 1 – Further Guidance

For gifts of entertainment over £500 (or equivalent in other currencies):

Important things to be considered
Intentions	Why are you receiving or offering the gift or entertainment? The intention is not to gain improper influence (check above) Hint – Think about: what stage are we at with negotiations with a potential third party?
Transparency	Check that you and/or the recipients are allowed to receive or offer the gift or entertainment. Hint – Think about: have you/have they been told not to receive the gift or entertainment. Check the recipient's policy!
Value/Price	Look at the price per head/value of the gift or entertainment. Is it appropriate in the circumstances, is it lavish? Hint – Think about: is this normal or are Redgate or the Third Party pushing the boat out compared to others?
Attendees	Will the hosts (those offering the gift or entertainment) and/or Redgate be attending? Hint – Think about: there is a big difference between a "get to know you" and just handing over tickets to events.
Escalations	Any questions, send your query to both the General Counsel AND Compliance Manager cc'ing your manager.