Anti-Bribery and Anti-Corruption Policy

1. Purpose and application

This policy sets out Priimal Technologies AS's commitment to conducting business honestly and without bribery or corruption, in any form, anywhere it operates. It applies to Priimal's directors, employees, contractors, and, so far as reasonably practicable, its Market Partners (Sales Partners, Country Partners, and Master Operators) and other third parties acting on Priimal's behalf.

2. What's prohibited

You must not, directly or indirectly, offer, promise, give, request, agree to receive, or accept a bribe, meaning any financial or other advantage intended to induce or reward improper performance of a function, or to obtain or retain business or a business advantage. This applies whether the counterparty is a private individual, a company, or a government official, and applies to Priimal's dealings with:

• Utility, government, or regulatory counterparties, including in the course of Pulse or Ledger sales engagements, tender processes, or regulatory approvals.
• Development finance institutions and their representatives, including in the course of fundraising, grant applications, or programme partnerships.
• Market Partners and their personnel, including in the course of onboarding, territory reservation, or commission and gain-share arrangements.
• Any other third party, including procurement counterparties, certification bodies, and technology partners.

3. Facilitation payments

Priimal doesn't make facilitation payments, meaning small payments made to secure or speed up a routine government action an individual or company is already entitled to. If you're asked for one, don't pay it. Report the request to the Chief Executive Officer at ceo@priimal.com as soon as practicable.

4. Gifts and hospitality

Reasonable and proportionate gifts and hospitality, given or received openly and in the ordinary course of business, aren't prohibited. However, no gift or hospitality should be offered or accepted where it could reasonably be seen as intended to influence a business decision, particularly in connection with a live tender, procurement decision, or regulatory approval. When in doubt, disclose it to the Chief Executive Officer at connect@priimal.com before proceeding.

5. Third parties and due diligence

Before engaging a Market Partner, agent, or other third party who will represent Priimal in dealings with government, regulatory, or utility counterparties, Priimal will carry out proportionate due diligence appropriate to the risk of the relationship, including verifying the counterparty's identity, business legitimacy, and, where relevant, any government or political connections.

Country Partner Agreements and Master Operator Agreements should include anti-bribery undertakings consistent with this policy, and Priimal reserves the right to terminate a Partner relationship where a Partner is found to have breached those undertakings.

6. Political and charitable contributions

Priimal doesn't make political contributions in connection with its business activities. Charitable contributions or sponsorships must be genuine, properly recorded, and not made as a means of improperly influencing a business decision.

7. Record keeping

All payments, gifts, hospitality, and expenses relating to Priimal's business must be accurately recorded. No off-the-books or informal arrangements are permitted.

8. Reporting concerns

If you become aware of, or suspect, a breach of this policy, report it to the Chief Executive Officer at ceo@priimal.com. This address is used for reports under this policy, rather than Priimal's general contact address, so that a concern reaches the Chief Executive Officer directly and is not read by anyone else in the ordinary course. Reports made in good faith won't result in retaliation against the person raising them, even if the concern turns out to be unfounded.

9. Consequences of breach

Breach of this policy by an employee, contractor, or Market Partner may result in disciplinary action up to and including termination of employment or termination of the relevant CPA, MOA, or other agreement, and may be reported to relevant authorities where required by law.

10. Governing law

This policy is issued under, and interpreted consistently with, Norwegian anti-corruption law, and, where a specific engagement is subject to it, applicable foreign anti-bribery legislation with extraterritorial reach relevant to Priimal's international operations.

11. Review

This policy will be reviewed periodically, particularly as Priimal's DFI relationships (Eksfin, Norad, PFAN/REEEP) and government-adjacent pipeline develop, and updated as needed.