DRAGONFLY HOLDINGS LTD

ANTI-BRIBERY STATEMENT

MARCH 2023

Introduction

Dragonfly is committed to the highest standards of ethical conduct and integrity in its business activities. Every employee and contractor acting on the Company’s behalf is responsible for protecting our reputation and conducting company business honestly and professionally. The Company believes that bribery and corruption has a detrimental impact on business by undermining good governance and distorting free markets.

Anti-Bribery

In accordance with the Bribery Act 2010, the Company will not tolerate any form of bribery by, or of, its employees, agents or consultants or any person or body acting on its behalf. The Board and senior management are committed to implementing and enforcing effective systems throughout the Company to prevent, monitor and eliminate bribery.

A bribe is a financial advantage or other reward that is offered to, given to, or received by an individual or company (whether directly or indirectly) to induce or influence that individual or company to perform public or corporate functions or duties improperly.

Employees and contractors are strictly prohibited from making, soliciting or receiving any bribes or unauthorised payments.

You are responsible for maintaining the highest standards of business conduct. Any breach of this Policy is likely to constitute a serious disciplinary matter and may cause serious damage to the reputation and standing of the Company. You should also note that bribery is a criminal offence that may result in up to 10 years’ imprisonment and/or an unlimited fine for the individual and an unlimited fine for the Company.

The Company will not conduct business with any organisation or individual that does not support our anti-bribery objectives and reserves the right to terminate any contractual arrangements with immediate effective where there is evidence of bribery having been committed. You are encouraged to report any suspected bribery to a Director and the Company will support any individuals making any such report in good faith.

Corporate Entertainment, Gifts and Hospitality

In general, the Company does not believe it is appropriate for employees or contractors to accept gifts from clients, suppliers or any other person or organisation with which the Company has (or might have) business connections. This is because it is important to ensure that no employee or contractor acts in any way that is inconsistent with the Company’s objectives or with the integrity of the business by accepting a gift in circumstances where it could influence, or be seen to influence, that individual’s business actions or decisions.

For these purposes a "gift" or "hospitality" is any payment, item, service, invitation or material reception given to an employee or contractor on an apparently ex-gratia basis by any party who is the Company’s actual or potential client, business partner or supplier.

Gifts should not be accepted unless they are of very low value and of socially acceptable nature, examples would include diaries, calendars, umbrellas and modest occasional presents such as a book or bottle of wine. Receipt of such gifts should not be allowed to become habitual or frequent. Where there is an indication that these criteria may be breached, and in all cases for a gift costing the provider more than £50 and annually more than £100, the matter should be discussed with a Director, who will determine whether it can be retained by the recipient or the Company or should be returned to the sender.

Hospitality is common practice in the business community. Insofar as it is conducted to build business relationships and develop business opportunities, it is acceptable. However, the Company acknowledges the potential for hospitality to influence the conduct or decisions of employees or contractors and impair an individual’s independence. Therefore, hospitality is unacceptable where the objective is for the recipient to decide to favour the host company as a result of attendance at the hospitality event. Hospitality invitations should also be refused if they could be construed by a critic to be unusual or risk creating a sense of obligation to the host or bias in their favour (e.g. because of the circumstances of the invitation or cost or rarity value of the event). Therefore, if you are invited by a client, supplier or other third party to attend an event in the course of your job and on behalf of the Company, you should declare this to a Director for approval before you accept. If it is deemed that such an invitation is inappropriate, approval may be denied.

Similar criteria will apply to gifts and hospitality provided by the Company. Any proposed gifts or hospitality should be discussed with a Director in advance of any purchase or invitation.

If you entertain clients, or potential clients, you must make a record of the names of attendees and submit this along with the appropriate expense claims.

This procedure also applies to any gifts or hospitality given to your spouse or family.

Failure to comply with this Policy and procedure may constitute a disciplinary offence and will be dealt with in accordance with the Company’s Disciplinary Procedure, which may result in your dismissal. If an employee or contractor in a clear position of trust fails to report the receipt of a gift or the offer of hospitality, this may be treated as gross misconduct in accordance with the Company’s Disciplinary Procedure and could render the employee or contractor liable to summary dismissal.