Anti-Corruption Policy

ANTI-CORRUPTION POLICY OF NC Logistic LIMITED LIABILITY COMPANY

This Anti-Corruption Policy reflects the commitment of the Company and its management to high ethical standards of conducting an open and honest business to improve the corporate culture, adhere to the best corporate governance practices and maintain the Company’s business reputation at the proper level.

  1. General provisions.
    • Document development purpose.

The anti-corruption policy of NC Logistic LLC (hereinafter referred to as the Company) is a basic document that defines the main objectives, principles and directions of anti-corruption activities. It is intended to coordinate the activities of the Company’s employees in the implementation of anti-corruption measures aimed at preventing, identifying and suppressing corruption practices within the Company.

  • Summary of the document.

This document defines:

– Purpose and objectives of the Company’s Anti-Corruption Policy;

– Principles of the Company’s Anti-Corruption Policy;

– Main directions of the Company’s Anti-Corruption Policy;

— Principal measures for the prevention of corruption, legal education and the formation of the foundations of law-abiding behavior of the Company’s employees.

  • Target user of the document.

The Company’s Anti-Corruption Policy is intended for use by the Company’s employees in terms of compliance with the principles and requirements of the Company’s Anti-Corruption Policy and key norms of the applicable anti-corruption legislation.

The Company’s Anti-Corruption Policy applies to counterparties and representatives of the Company, as well as to other persons, in cases where the corresponding obligations are stipulated in the relevant contracts.

  • Fundamentals.

Anti-corruption undertaking

The section of agreements, conventions, contracts of the Company declaring that the Company implements anti-corruption policy and promotes a culture that does not allow corruption

Company

NC Logistic LLC

Corruption, bribery, abuse of power(in commercial organizations)

Commercial bribery or other illegal use by employees of their position contrary to the legitimate interests of the Company in order to obtain benefits in the form of money, valuables, other property or property-related services, other property rights for themselves or for third parties, or illegal provision of such benefits to the specified person by other individuals, as well as the commission of these acts on behalf of a legal entity or in their interests.

Commercial bribery (Article 204 of the Criminal Code of the Russian Federation)

Illegal transfer of money, securities, other property to a person who performs managerial functions within a commercial or other organization, provision of property-related services to such a person, provision of other property rights for actions (inaction) in the interests of the briber in connection with the official position held by this person. Illegal receipt by a person who performs managerial functions within a commercial or other organization of money, securities, other property, as well as illegal use of property services or other property-related rights for actions (inaction) in the interests of the briber in connection with the official position held by this person.

Abuse of power(Article 201 of the Criminal Code of the Russian Federation )

Use by a person who performs managerial functions within a commercial or other organization of his/her powers contrary to the legitimate interests of this organization and in order to derive benefits and advantages for himself/herself or others or harm others, if this act entailed causing significant harm to the rights and legitimate interests of citizens or organizations or legally protected interests of society or the state.

Bribery (Article 291 of the Criminal Code of the Russian Federation)

Giving a bribe to an official, foreign official or official of a public international organization, personally or through an intermediary.

Illegal remuneration on behalf of a legal entity (Article 19.28 of the Code of Administrative Offenses of the Russian Federation)

Illegal transfer, offer or promise of money, securities, other property on behalf or in the interests of a legal entity to an official, a person who performs managerial functions within a commercial or other organization, a foreign official or an official of a public international organization, as well as provision of property-related services, provision of property rights for actions (inaction) related to the position held by an official, a person who performs managerial functions within a commercial or other organization, a foreign official or an official of a public international organization in the interests of this legal entity.

Illegal employment or engagement of a state or municipal officer or a former state or municipal officer to perform work or provide services ( article 19.29 of the Code of Administrative Offenses of the Russian Federation )

Employment by the Company under the terms of an employment contract or engagement of a state or municipal officer filling a position included in the list established by regulatory legal acts, or a former state or municipal officer who filled such a position to perform work or provide services under the terms of a civil law contract, in violation of the requirements provided for by the Federal Lawof December 25, 2008 No. 273-FZ “On Corruption Control”

Corrupt practices

Actions (inaction) of employees of the Company presenting signs of corruption or contributing to its commission.

Subjects of the Anti-Corruption Policy

Any employee of the Company, as well as counterparties and other persons associated with the Company, in cases where the relevant obligations are stipulated in the relevant contracts.

Monitoring

Anti-corruption monitoring of anti-corruption measures implemented by the Company in order to ensure an assessment of the efficiency of these measures; analysis and evaluation of data obtained as a result of observation; development of forecasts of the future state and development trends, relevant activities.

Anti-corruption review

Activities involving the prevention of such provisions in draft documents that can contribute to the creation of conditions for the manifestation of corruption; identification and eliminations of such provisions in existing documents.

Corruption prevention

Activities of the subjects of anti-corruption policy aimed at identifying, studying, limiting or eliminating the causes and conditions conducive to corruption.

Conflict of interest

A situation where the personal interest (direct or indirect) of an employee of the Company affects or may affect the proper performance of his/her official (job) duties and where a contradiction arises or may arise between the personal interest of an employee of the Company and the rights and legitimate interests of the Company, which can lead to harm to the interests of the Company.

Material benefit

An economic benefit in cash or in kind, which can be estimated and defined as income in accordance with the tax legislation of the Russian Federation.

Personal benefit

An interest of the employee of the Company, their close relatives, husband, wife, adoptive parent, adoptees who have the right to receive intangible benefits and other intangible amenities. Promotion and gratitude are not personal benefit.

Procurement authority

A person (a legal entity or a non-incorporated entrepreneur) who directly fulfills the procedures provided for by a particular procurement procedure and assumes the corresponding obligations to the procurement participants.

Pre-conflict situation

A situation where the employees of the Company, as well as the Procurement authority or its representatives have a personal interest in carrying out their official or professional activities, which may lead to a conflict of interest.

1.5. Purpose and objectives of the Company’s Anti-Corruption Policy.

1.5.1. The Anti-Corruption Policy is aimed at developing and implementing versatile and consistent measures to prevent, eliminate (minimize) the causes and conditions that give rise to corruption, form an anti-corruption consciousness, characterized by intolerance of the Company’s employees, shareholders, the investment community, counterparties, and management bodies to corruption.

1.5.2. . The objectives of the Company’s Anti-Corruption Policy include:

– Forming a uniform understanding of the Company’s position related to the zero tolerance of any form of corruption among shareholders, the investment community, counterparties, management bodies, and employees;

– Minimizing risks of involvement of the Company and the Company’s employees, regardless of the position held, in corrupt activities;

– Preventing corruption and ensuring accountability for corrupt practices;

– Compensating for damage caused by corruption;

– Anti-corruption monitoring for compliance with the efficiency of Anti-Corruption Policy measures;

– Forming the anti-corruption corporate consciousness;

– Creating a legal mechanism preventing bribery of subjects of the Anti-Corruption Policy;

– Establishing the obligation of the Company’s employees to know and comply with the principles and requirements of this Policy, key norms of the applicable anti-corruption laws;

– Creating incentives to fill positions with incorruptible persons within the Company.

1.6. Principles of the Company’s Anti-Corruption Policy.

Principles of the Company’s Anti-Corruption Policy include:

– Principle of zero tolerance of any form of corruption in implementing daily activities and strategic projects, including in interaction with shareholders, investors, counterparties, representatives of authorities, self-government, political parties, their employees, members of management bodies, employees and other persons;

– Principle of minimizing the risk of business relations with counterparties who may be involved in corrupt activities or are tolerant to corrupt practices. This principle is implemented by checking whether the Company’s counterparties have their own anti-corruption procedures or policies, their readiness to comply with the requirements of this Policy and include anti-corruption clauses in contracts, as well as provide mutual assistance for ethical business conduct and prevention of corruption;

– Principle of the top management’s mission. The Company’s top executives must form an ethical standard of irreconcilable attitude towards any form and manifestation of corruption at all levels, setting an example by their own behavior.

– Priority of corruption prevention measures and moral principles of anticorruption efforts;

– Non-acceptance of any privileges and immunities limiting liability or complicating the procedure for bringing to justice a certain group of employees of the Company who have implemented corrupt practices;

– Prohibition of restricting access to information on facts of corruption and measures of the Anti-Corruption Policy;

– Monitoring and control. The Company monitors the implemented adequate procedures for the prevention of corruption, controls their observance and regularly improves them.

1.7. Legal basis of the Company’s Anti-Corruption Policy.

The legal basis of the Anti-Corruption Policy comprises:

– International legal standards (UN Convention against Corruption, adopted by the UN General Assembly at the 51st plenary meeting on October 31, 2003, Criminal Law Convention on Corruption (ETS No. 173) dated January 27, 1999, ratified by the Russian Federation on July 14, 2006, etc.);

– Constitution of the Russian Federation;

– Federal Law dated December 25, 2008 No. 273-FZ “On Corruption Control”, other federal laws and other regulations that provide for measures to prevent corruption, suppress corruption offenses and liability;

— Charter of the Company, local legal instruments and other anti-corruption organizational and administrative documents of the Company.

  1. Directions of the Company’s Anti-Corruption Policy.

2.1. Anti-corruption review

2.1.1. The Company declares the obligation to conduct an anti-corruption review of organizational and administrative documents and their drafts.

2.1.2. The Company determines a unified procedure for conducting anti-corruption expert review of documents.

2.2. Procurement activities.

2.2.1. The Company declares an open and competitive system for conducting procurement procedures, ensuring:

– careful planning of production requirements;

– market analysis;

– information transparency of the procurement;

– equality, fairness, non-discrimination and absence of unreasonable restrictions on competition in relation to procurement parties;

– honest and reasonable selection of the most preferred offers with a comprehensive analysis of benefits and costs (primarily the price and quality of products);

– targeted and cost-efficient spending of funds for the purchase of goods, work, services (taking into account, if necessary, the cost of the life cycle of purchased products) and the implementation of measures aimed at reducing the Company’s costs;

– freedom of access to participation in the procurement by establishing unmeasured requirements for the procurement party;

– publicity and transparency of procurement, preventing corruption, conflicts of interest and other abuses.

2.2.2. In order to develop fair competition, ensure publicity and transparency of procurement, prevent corruption and other abuses, the Company announces the creation of its own procurement anti-corruption control system.

2.2.3. The Company declares that non-competitive procurement procedures are carried out in cases directly provided for by the Regulation on the Procedure for the Procurement of Goods, Work, Services for the Needs of the Company.

2.3. Anti-corruption monitoring.

2.3.1. The Company’s anti-corruption monitoring includes monitoring of anti-corruption measures and measures taken when implementing the Company’s Anti-Corruption Policy, as well as the revealed facts of corruption and ways to eliminate them.

2.3.2. The main directions of anti-corruption monitoring comprise:

– Generalization and analysis of the results of anti-corruption review of the Company’s documents;

– Review of the labor collective’s opinion on the state of corruption within the Company and the effectiveness of the anti-corruption measures taken;

– Analysis of the implementation of anti-corruption measures provided for by the Company’s organizational and administrative documents;

– Review and analysis of statistical reporting on the facts of corruption detected within the Company;

– Analysis of complaints and appeals of individuals and legal entities about corrupt practices within the Company;

– Review and analysis of anti-corruption measures taken by the Company;

– Analysis of media publications about corruption within the Company.

2.4. Handling of corruption–related complaints from the Company’s employees, counterparties and other persons (individuals and legal entities).

2.4.1. The Company declares its openness in the fight against corruption.

2.4.2. The Company accepts corruption–related complaints using an interactive channel of interaction with applicants (website, telephone) as well as by mail and in person.

2.4.3. . The Company strives to create an efficient system for considering and resolving complaints about facts of corruption within the Company, preparing responses within the time frame established by the laws of the Russian Federation and the legal instruments of the Company.

2.5. Conflict of interest management

2.5.1. The Company declares implementation of measures ensuring compliance with the norms of corporate ethics, standards of corporate conduct and the settlement of conflicts of interest.

2.5.2. The Company takes measures to prevent the emergence of a conflict of interest, which are aimed at excluding the possibility of obtaining material and (or) personal benefits personally or through an intermediary due to the fact that the Company’s employees, or members of their families, or relatives (parents, spouses, children, brothers, sisters, as well as brothers, sisters, parents, children of spouses and spouses of children) have the rights that provide such an opportunity as a result of the use of their official position.

2.5.3. The Company strives to prevent and timely resolve pre-conflict situations among the Company’s employees.

2.5.4. The Company establishes measures of corporate action (liability) for the Company’s employees for losses caused as a result of their illegal actions in the context of a conflict of interest.

2.6. Interaction with counterparties

2.6.1. The Company seeks to do business with counterparties that support the Company’s Anti-Corruption Policy, and counterparties that declare zero-tolerance of corruption.

2.6.2. The Company has developed an anti-corruption undertaking and introduced the practice of signing an anti-corruption undertaking with counterparties when concluding contracts.

2.6.3. The Company conducts explanatory work with curators of contracts and counterparties in case of refusals to sign anti-corruption undertakings.

2.6.4. The Company declares that it refuses to stimulate in any way the employees of the counterparties, including by providing sums of money, gifts, provision of gratuitous work (services) to them and other methods that have not been specified in this document, which puts the employee of the counterparty in a certain dependence and aimed at ensuring that this employee performs any actions in favor of the Company.

2.6.5. The Company declares that it conducts transparent financial activities with counterparties and supports the state policy to withdraw the national economy and its strategic industries from the offshore shadow.

2.7. Charitable activities and sponsorship.

2.7.1. The Company does not finance charitable and sponsorship projects, independently or through its employees, in order to obtain or maintain an advantage in commercial activities.

2.7.2. Information about charitable and sponsorship activities is published on the Company’s website or disclosed in any other way, including through the media.

2.8. Participation in political activities.

2.8.1. The Company does not finance political parties or public associations, independently or through its employees, in order to obtain or maintain an advantage in commercial activities.

2.8.2. The Company’s employees have the right to participate in public associations such as political parties, public organizations, social movements, public funds, and other non-profit organizations created in accordance with the current legislation of the Russian Federation, as well as in international public associations the purpose of which is not to obtain or preserve the Company’s advantages in commercial activities.

2.8.3. The Company’s employees participating in public associations are not allowed to offer, give, promise, or make payments, provide property, give gifts, etc. on behalf of the Company in order to obtain or maintain the Company’s advantage in commercial activities.

2.8.4. In accordance with the current legislation of the Russian Federation, the Company’s employees are solely responsible for participation in public organizations.

2.9. Interaction with public officials.

2.9.1. The Company does not pay, independently or through its employees, any expenses (monetary remuneration, loans, services, payment for entertainment, recreation, transportation expenses and other remuneration) for public officials and their close relatives (or in their interests) in order to obtain or maintain the Company’s advantage in commercial activities.

2.9.2. When interacting with public officials, the Company’s employees must comply with the provisions of this Anti-Corruption Policy.

2.9.3. In accordance with the current legislation of the Russian Federation, the Company’s employees are solely responsible for corrupt practices when interacting with public officials.

2.10. Payments through intermediaries or in favor of third parties.

2.10.1. The Company and its employees are not allowed to engage or use intermediaries, partners, agents, joint ventures or other persons to perform any actions that contradict the principles and requirements of the Company’s Anti-Corruption Policy or applicable anti-corruption laws.

2.10.2. The Company ensures the availability of procedures for checking intermediaries, partners, agents, joint ventures and other persons in order to prevent and/or detect the violations described above to minimize and suppress the risks of the Company’s involvement in corruption activities.

  1. Prevention of corruption, legal education and the formation of foundations of law-abiding behavior for the Company’s employees

3.1. The Company carries out information and educational activities.

3.1.2. The Company publishes information on measures related to the implementation of the Anti-Corruption Policy in all mass media and makes it freely available.

3.1.3. The Company conducts an induction briefing on the provisions of its

Anti-Corruption Policy and related documents for all newly hired employees of the Company, as well as questioning and testing of the Company’s employees on issues of attitude to corrupt practices.

3.2. The Company implements incentive measures.

3.2.1. The Company declares that no employee will be sanctioned (fired, demoted, deprived of bonuses) if they report suspected corruption or refuse to give a bribe, commit commercial bribery or mediate bribery, even if due to this refusal, the Company, among other things, loses its profits or does not receive commercial and competitive advantages.

3.2.2. The Company encourages employees to provide confirmed information on corrupt practices within the Company.

3.3. The Company declares that it implements measures to form anti-corruption corporate consciousness.

3.3.1. The Company requires its employees to comply with the Company’s Anti-Corruption Policy, informing them about the key principles, requirements and sanctions for violations. All of the Company’s employees must be guided by the Company’s Anti-Corruption Policy and strictly abide by its principles and requirements.

3.3.2. The Company declares the need to develop mechanisms for corporate action in response to corrupt practices.

3.3.3. . The Company’s employees’ compliance with the principles and requirements of this Policy is taken into account when forming a talent pool for promotion to higher positions.

  1. Reporting

4.1. Reports on the implementation of the Company’s Anti-Corruption Policy and on the compliance of the Company’s activities with the principles and requirements of the Company’s Anti-Corruption Policy and the applicable anti-corruption laws are prepared through anti-corruption monitoring, the results of which are drawn up once a year during the annual reporting meeting.

  1. Responsibility

5.1. The managers and employees of all structural divisions of the Company, regardless of their position, are responsible for compliance with the principles and requirements of the Company’s Anti-Corruption Policy, as well as for the actions (inaction) of their subordinates that violate these principles and requirements.

5.2. The sanctions for corrupt practices within the Company include: measures of criminal, administrative and disciplinary liability in accordance with the laws of the Russian Federation and measures of corporate influence in accordance with the legal instruments of the Company.

5.3. The Company has the right to carry out official checks on each reasonable suspicion or established fact of corruption within the limits permitted by the laws of the Russian Federation.

  1. Introduction of changes

When insufficient provisions of the Company’s Anti-Corruption Policy are identified or when the requirements of the applicable legislation of the Russian Federation change, the Company will organize the development and implementation of an action plan for updating the Company’s Anti-Corruption Policy.