Anti-Bribery and Anti-Corruption Policy

I. Purpose

The purpose of this policy is to establish clear guidelines to prevent bribery and corruption within Ondaro LLC and its affiliates (e.g., Ondaro do Brasil Consultoria Ltda., Ondaro Canada Consulting ULC, Cask Digital Services de Mexico, S. de R.L. de C.V. Mexico, among others), which hereinafter shall be collectively referred to in this policy as “Ondaro”. This policy aims to ensure compliance with all applicable anti-bribery and anti-corruption laws and regulations, uphold the highest standards of integrity and ethical conduct, and safeguard the company's reputation and business interests.

II. Policy Statement

Ondaro is committed to conducting all business activities with the highest standards of integrity, transparency and ethical conduct. The company prohibits and maintains a zero-tolerance approach to bribery and corruption in any form.

III. Scope

This policy applies to all employees (including individuals engaged directly or through any employer of record), contractors, subcontractors and third-party service providers of Ondaro, it covers all business activities and interactions with clients, suppliers, government officials, and other external parties.

IV. Definitions

  • Bribe: Any item, benefit, advantage, or thing of value – including, but not limited to, money, gifts, hospitality, entertainment, employment opportunities, favors, charitable donations, or other advantages – that is offered, given, requested, or received with the purpose of improperly influencing a decision or action.
  • Bribery: The act of offering, promising, giving, requesting, accepting, authorizing, or approving anything of value, directly or indirectly, in order to improperly influence the actions, decisions, or behavior of any person in a position of trust or authority, in either the public or private sector. Bribery is prohibited even if the improper influence is not successful or the benefit is not ultimately received.
  • Books and Records: All financial documents and accounting records that must accurately reflect transactions and comply with applicable laws and internal controls.
  • Corruption: The abuse of entrusted power, position, or authority for private gain or to obtain an improper advantage for oneself, the company, or a third party, whether in the public or private sector. Corruption may take many forms, including bribery, fraud, embezzlement, abuse of authority, or other dishonest or illegal practices.
  • Conflict of Interest: A situation where personal interests interfere, or appear to interfere, with the interests of Ondaro.
  • Government Official/Public Official: Any officer or employee of a government at any level (local, regional, national or foreign), including any government, legislative, administrative or judicial position, whether appointed or elected. This term also includes employees or officers of state-owned or state-controlled enterprises or institutions, political parties or candidates for public office, officials or agents of public international organizations, and any person acting in an official capacity on behalf of any of the foregoing.
  • Gifts: Any item of value, including but not limited to money, goods, services, entertainment, or hospitality, given or received without expectation of payment or compensation.
  • Gratuity: A tip or token of appreciation, often in the form of money, given in recognition of a service performed.
  • Third Party: Any individual or entity not directly employed by Ondaro but acting for or on its behalf or representing its interests. This includes, but is not limited to, contractors, subcontractors, vendors and suppliers.
  • Facilitation Payment: A small payment made to expedite or secure the performance of a routine governmental action.
  • Kickback: The return of a portion of money received in a business transaction as a reward for making or fostering the transaction.
  • Retaliation: Any direct or indirect adverse action taken against an employee or other individual, including a whistleblower, as a result of engaging in a protected activity, such as reporting a concern or participating in an investigation. Retaliation may include, but is not limited to, termination, demotion, suspension, pay reduction, changes in job duties or shifts, harassment, intimidation, exclusion from work-related activities, or any other action that could reasonably discourage someone from raising a concern.
  • Reporting Channels: the communication mechanisms made available by the Company to address questions regarding the application of the Ethics and Compliance Program Manual and to report potential Risk Events or violations of the Ethics and Compliance Program.
  • Protected Activity: Means, in good faith, raising a concern, asking a question, reporting an actual or suspected violation of law or company policy, refusing to participate in misconduct, or cooperating in an internal or external investigation. Individuals who engage in a protected activity are protected from retaliation, regardless of whether the concern is ultimately sustained.

V. Responsibilities

A. Senior Management

  • Set the tone from the top and demonstrate commitment to zero tolerance for bribery and corruption.
  • Ensure the effective implementation and consistent enforcement of this policy across all levels of the organization.
  • Provide support and resources.

B. Ethics and Compliance Officer

  • Monitor compliance with this policy.
  • Review and authorize any exceptions to the policy, ensuring they are properly justified and documented.
  • Conduct regular reviews and audits to ensure adherence to the policy and to identify opportunities for improvement.
  • Oversee the investigations into any alleged or suspected act of bribery or corruption.
  • Support the establishment of channels for reporting complaints for all employees and make sure to be the channel of reporting when those complaints involve officers or directors.
  • Align with Human Resources Department to recommend disciplinary or remedial actions as necessary.

C. Department Heads

  • Promote awareness of this policy among the employees and ensure they comply with this policy in daily operations.
  • Implement anti-bribery and anti-corruption controls within their respective departments.
  • Serve as a liaison to promptly escalate any reported concerns or observed misconduct to Compliance.

D. Employees

  • Comply with this policy and all related procedures.
  • Complete mandatory anti-bribery and anti-corruption trainings annually.
  • Report any suspected bribery or corruption through the Reporting Channels.
  • Cooperate fully with investigations.

VI. Prohibited Conduct

Ondaro strictly prohibits the following activities:

A. Bribery and Improper Payment

  • Offering, promising, giving, requesting, or accepting any Bribe, Kickback, or other improper advantage, directly or indirectly, to or from any person, including government officials, clients, suppliers, or third parties.

B. Facilitation Payments

  • Small Payments intended to expedite routine governmental actions.

C. Gifts, Gratuities, and Hospitality

  • Offering or accepting Gifts, Gratuities, or other benefits that could improperly influence, or appear to influence, business decisions. All permissible gifts must comply with the company's Gifts & Gratuities Policy.

D. Political and Charitable Contributions

  • Making political donations or charitable contributions.

E. Indirect Payments through Third Parties

  • Using agents, consultants, or other intermediaries to make prohibited payments or provide anything of value on Ondaro's behalf.

F. Conflict of Interest

  • Engaging in activities or relationships that create, or appear to create, a Conflict of Interest with Ondaro's business. All potential conflicts must be disclosed and managed in accordance with the Conflict of Interest Policy.

G. Books and Records

  • Falsifying or misrepresenting accounting records, expense reports, or any documentation related to transactions is strictly prohibited.

VII. Reporting Channels

Ondaro has established a secure and confidential Reporting Channels that allows all employees, contractors, and third-party service providers to report any Bribery, Corruption, or related misconduct anonymously, and has ensure that the Reporting Channels are easily accessible.

Reports can be made through the following channels:

While Ondaro encourages the use of internal reporting channels, all employees, contractors, and third-party service providers have the right to report concerns directly to external regulatory or enforcement authorities, as permitted by law. Ondaro strictly prohibits retaliation against any individual who chooses to report externally in good faith.

VIII. Investigations

All reports of suspected Bribery or Corruption will be promptly and thoroughly be investigated by the Ethics and Compliance Officer or an independent investigator appointed by the Board of Directors, in case the report involves the Ethics and Compliance Officer. Investigations will be conducted in a fair, objective, and impartial manner, in compliance with the company's Whistleblower Protection Policy, and with due respect for the rights and privacy of all parties involved.

IX. Confidentiality and Non-Retaliation

Ondaro will protect the identity of individuals who report suspected bribery or corruption to the maximum extent possible, consistent with the need to conduct a thorough investigation and comply with legal requirements. Retaliation against any individual making a good-faith report is strictly prohibited and will result in disciplinary action. These protections are reinforced and governed by the company's Whistleblower Protection Policy, which provides additional safeguards for confidentiality, anonymity, and protection against retaliation.

X. Training and Awareness

Ondaro will conduct regular training and awareness initiatives of this policy per the Training and Awareness Policy, to reinforce its zero-tolerance approach to Bribery and Corruption.

Training and awareness initiatives may include internal communications, live or virtual training sessions, interactive workshops, e-learning modules, and periodic campaigns delivered through newsletters, intranet postings, and visual materials.

All employees are expected to complete the Anti-Bribery and Anti-Corruption course annually.

Effective Date

This policy is effective as of April 1st, 2026 and will remain in effect until amended or revoked by senior management.

Version

Version Date Author Change/Comment
1.0 March 15th, 2026 Ethics and Compliance Officer and Compliance Associate