About this Anti-Corruption Policy

1. Boxer takes a zero-tolerance approach to bribery, corruption, and tax evasion. We are committed to conducting our business in an honest and ethical manner.
2. Boxer is committed to complying with all applicable laws and standards. Boxer has adopted the measures outlined in this Anti-Corruption Policy to:
   1. prevent corrupt or unethical conduct;
   2. provide guidance about acceptable forms of entertainment, hospitality and gifts; and
   3. avoid breaching international trade sanctions.
3. This Anti-Corruption Policy must be observed by all Company Personnel, Business Partners and Sellers.
4. Appropriate action will be taken in respect of any Company Personnel who breach this Anti-Corruption Policy including additional training, and where appropriate, warnings, suspension or termination. Compliance with our policies is a term of our contracts with Business Partners and Sellers. Breaches by Business Partners or Sellers will be dealt in accordance with those terms.
5. Please consider this Anti-Corruption Policy alongside our other policies, including the Website Terms of Use and Privacy Policy, available in the Legal Library.
6. Capitalised terms used in this Anti-Corruption Policy are defined in section 11.
7. We keep this Anti-Corruption Policy under regular review and may update this policy from time to time.
8. This Anti-Corruption Policy was last updated on 1 February 2022.

Bribery

1. Company Personnel, Business Partners and Sellers must not:
   1. provide, offer or promise, either directly or indirectly, a Bribe to a Public Official with the intention of obtaining or retaining business or a business advantage;
   2. provide, offer or promise, either directly or indirectly, a Bribe to any person;
   3. permit, encourage or facilitate any other person to provide a Bribe to a Public Official or another person;
   4. request, receive or agree to receive a Bribe;
   5. make a Facilitation Payment in connection with a government action;
   6. use false or fraudulent documents, including by establishing off-the-book accounts or falsifying accounts or transactions; or
   7. intentionally and improperly destroy documents or financial records without the prior written consent of Boxer.

Gratuities and reimbursement of expenses

1. Entertainment, hospitality and gifts
   1. Boxer acknowledges that Gratuities can, in appropriate circumstances, be legitimate business activities. The framework in this Policy is not intended to prohibit reasonably and proportionate Gratuities. It is designed to prevent Bribes, and Gratuities where there is an intention to influence, induce or reward improper performance, in which case the Gratuity will be considered a Bribe.
   2. This Policy applies to any Gratuities provided or received in the course of Boxer's activities, including Gratuities provided or received by Boxer, Company Personnel or a Business Partner.
   3. Company Personnel, Business Partners and Sellers can only provide a Gratuity where:
      1. there is no intention to influence the recipient or any other Public Official or other person to exercise their duty improperly;
      2. the Gratuity is occasional, modest and reasonable, having regard to all the surrounding circumstances, including the average income and standard of living in the recipient's place of residence;
      3. the Gratuity is not extravagant and does not create the appearance of impropriety or bribery;
      4. the Gratuity is not of an explicit or inappropriate nature and does not involve an explicit or inappropriate venue;
      5. if the Gratuity involves sponsored travel or accommodation:
         1. there is a documented commercial benefit to Boxer of sponsoring the travel or accommodation (for example, travel to visit relevant operations);
         2. the travel or accommodation is no more than is reasonably necessary to achieve that benefit (for example, travel is limited to relevant decision makers and does not include spouses); and
         3. travel or accommodation payments are made by Boxer directly to recognised travel providers; and
      6. prior written approval is obtained:
         1. from the Chief Executive, CFO or the CFO’s deputy if the Gratuity has a value of NZ$300 or less; and
         2. from the Chief Executive if the Gratuity has a value of more than NZ$300.
   4. Company Personnel must not receive Gratuities which would not meet the criteria applied to Gratuities provided by Boxer. If it is not possible to obtain prior written approval before receiving a Gratuity, Company Personnel must instead provide the relevant information as soon as possible following receipt of the Gratuity or decline acceptance of the Gratuity.
   5. When seeking the written approval required, Company Personnel, Business Partners and Sellers must provide the following information:
      1. the name and role of the recipient;
      2. a description of the Gratuity, including dollar value;
      3. the name and position of Company Personnel, Business Partners or Sellers providing the Gratuity;
      4. the reason behind the provision of the Gratuity;
      5. the date the Gratuity is to be provided; and
      6. any other information reasonably required by Boxer.
2. Reimbursement of expenses
   1. Company Personnel, Business Partners and Sellers must receive prior written approval from the Chief Executive before offering or promising to reimburse or pay expenses incurred by a Public Official or any other person, unless the expenses are occasional and of modest value (having regard to all of the surrounding circumstances).
   2. Reimbursement or payment of expenses may be approved by the Chief Executive if:
      1. there is a legitimate connection between the expenses and Boxer's legitimate business interests (for example, where the expenses are reasonable travel expenses incurred as a result of a person attending Boxer's premises or an event hosted by Boxer);
      2. the reimbursement or payment does not create the appearance of impropriety or bribery; and
      3. the reimbursement is provided directly to the government, government agency or organisation which the public official or other person represents, or the payment is made directly to the third-party provider of the goods or services.

Tax evasion

1. Company Personnel, Business Partners and Sellers must not:
   1. aid, abet or procure the commission of a Tax Evasion offence;
   2. engage in any form or part of Facilitating Tax Evasion;
   3. fail to promptly report any request or demand from any other person to facilitate Tax Evasion or any suspected Tax Evasion by another person;
   4. engage in any other activity that might lead to a breach of this Policy; or
   5. threaten another person who has refused to commit Tax Evasion or who has raised concerns under this Policy.

Trade sanctions

1. Sanctions
   1. Boxer, Business Partners and Sellers will not engage in prohibited commercial activities in respect of Sanctioned Countries.
   2. Boxer prohibits the making of any payment or engaging in any transaction that is in breach, or is likely to be in breach, of any applicable Sanctions Law. Such prohibited activity includes:
      1. the providing or receiving of any payment, other benefit, goods or service, directly or indirectly, to or from any individual or entity that is subject to a Sanctions Law;
      2. any activity in connection with a Sanctioned Country, where that activity is prohibited by a Sanctions Law;
      3. encouraging, permitting or otherwise allowing any person or entity acting on behalf of Boxer to engage in any conduct or transaction that is prohibited by a Sanctions Law; and
      4. any measure intended to circumvent prohibitions imposed under a Sanctions Law.
   3. Sanctions are subject to frequent change. If you are uncertain as to whether a Sanctions Law applies in a particular circumstance, please contact Boxer at:
      1. Email Address: notice@goboxer.com
      2. Mailing Address: ATTN: Legal Counsel, Boxer Group, P O Box 74 562, Greenlane, Auckland NZ, 1543.
2. Approved destinations
   1. Boxer can currently operate in the following Approved Destinations:
      1. Australia;
      2. Canada;
      3. Hong Kong;
      4. Israel;
      5. New Zealand;
      6. Singapore;
      7. United Kingdom; and
      8. United States of America.
3. New destinations
   1. Company Personnel must receive prior written approval from the Chief Executive before issuing any Boxer Destination Notice for, or dealing with a person in, a country which is not an Approved Destination.
   2. In providing approval, the Chief Executive will consider:
      1. whether the country or person is subject to trade sanctions;
      2. if so, whether any activities in or dealings with, the country or person would be permitted under those trade sanctions; and
      3. whether Boxer can issue a Boxer Destination Notice or engage in dealings with the person.
   3. The Chief Executive may then add that country to the Approved Destinations list.

Interactions with business partners and sellers

1. Due diligence
   1. Due diligence must be conducted before the appointment of any Business Partner or Store, and on an ongoing basis.
   2. The extent of the necessary due diligence enquiries will depend on a range of factors, including the location, nature of services, corporate structure and reputation of the Business Partner or Store. At a minimum, due diligence will involve:
      1. corporate structure inquiries (for example, through a corporate data and analytics provider);
      2. assessment of the Business Partner or Store's country of domicile and country of payment;
      3. risks associated with Tax Evasion (including Facilitating Tax Evasion) and money laundering;
      4. media searches;
      5. business references;
      6. review of applicable economic and trade sanctions (including reviewing against the applicable lists of persons subject to sanctions);
      7. assessment of location-specific corruption risks (including by using the Transparency International Corruption Perception Index and the World Bank's Worldwide Governance Indicators); and
      8. consideration of any "red flags" arising in the course of due diligence. Some examples of red flags include:
         1. a history of improper payment and invoicing practices;
         2. refusal or reluctance to disclose the identity of owners, directors or officers, or insistence upon confidentiality;
         3. unusual or secretive payment methods or a request for cash or bearer instrument payments;
         4. unusual or false statements relating to tax, or failure to register with the relevant tax authorities;
         5. a request of unusual bonus or special payments, or a request of payment in a jurisdiction outside the Business Partner or Store's home country with no relationship to the transaction or entities involved; or
         6. operating in a country that does not subscribe to common reporting standards.
   3. Business Partners and Sellers who exhibit an increased risk profile based on the above inquiries and analysis will be subject to further investigations. This may include a full in-country due diligence analysis by a suitable organisation.
   4. Their appointment will also require approval from the Chief Executive.
2. Conduct of business partners and sellers
   1. To ensure Boxer is not exposed due to the inappropriate conduct of Business Partners or Sellers:
      1. Arrangements with any Business Partners and Sellers should:
         1. require the Business Partner or Store to comply with applicable laws and this Policy;
         2. confirm that no director, officer or owner of the Business Partner or Store is a Public Official;
         3. define the Business Partner or Store's obligations to Boxer;
         4. include provisions enabling Boxer to terminate or suspend the agreement for potential violations of applicable laws or this Policy; and
         5. provide Boxer with a mechanism to request all necessary information to enable an audit of the Store's compliance with the arrangement.
      2. Company Personnel must not make payments to a Business Partner or Store if the ultimate destination of the funds is not clear or if the fees appear to be disproportionate to the legitimate services being provided (having regard to all of the surrounding circumstances, including the average income and standard of living in the relevant country).
      3. Business Partners and Sellers must:
         1. certify their compliance with applicable laws and this Policy annually; and
         2. provide Boxer with a report on compliance with applicable laws and this Policy on request.

Training

1. Induction training on this Policy and associated procedures will be provided to all new Company Personnel. Ongoing training will be provided to Company Personnel as required. Training is mandatory and will be tailored to the situations most relevant to particular Company Personnel.
2. Where a line manager, the Chief Executive or Legal Counsel determines that further training of particular Company Personnel or all Company Personnel is required, such training will be arranged and will be mandatory.
3. Company Personnel, Business Partners or Sellers who are unclear about the operation of this Policy or its application to a particular situation should contact the Chief Executive.

Reporting breaches

1. Any suspected breaches of this Policy and any other suspicious or corrupt interactions between Public Officials or any other persons and Company Personnel, Business Partners or Sellers must be reported in accordance with paragraph 9 below.
2. Any express or implied requests from Public Officials or other persons for Bribes must also be reported.

Protected disclosures

1. Boxer is committed to creating and maintaining a culture of corporate compliance and ethical behaviour in which Company Personnel are responsible and accountable, behave with honesty and integrity and can raise concerns regarding unethical, unlawful or undesirable conduct, without fear of reprisal. Boxer does not tolerate conduct that should be reported in accordance with this Policy, and encourages Company Personnel, Business Partners and Sellers to report an issue if they genuinely believe serious misconduct has occurred. If Company Personnel, Business Partners or Sellers genuinely believe Improper Conduct has occurred, this must be reported in writing to:
   1. The Chief Executive; or
   2. notice@goboxer.com.
2. Breaches of this Policy or any other suspicious or corrupt interactions must also be reported in this way.
3. The person reporting the breach or inappropriate conduct will be protected from victimisation or harassment, discrimination, demotion, dismissal or current or future bias as a result of making the report.
4. A person making a report of a breach or other inappropriate conduct may choose to remain anonymous or request that their name be kept confidential.

Applicable laws

1. Boxer complies in full with the laws and regulations of countries in which we operate, including:
   1. in Australia, the Criminal Code Act 1995, Charter of the United Nations Act 1945 and Autonomous Sanctions Act 2011;
   2. in Canada, the Corruptions of Foreign Public Officials Act 1998, and the Criminal Code 1985;
   3. in the UK, the Bribery Act 2010, and Criminal Finance Act 2017; and
   4. in the US, the Foreign Corrupt Practices Act 1977.
2. Anti-bribery and corruption laws and trade sanctions may have extra-territorial reach, and many jurisdictions in which Boxer operates have equivalent or similar laws, all of which Boxer and its Company Personnel, Business Partners and Sellers must comply with.

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