Document Title:

Group Anti-Corruption Compliance Policy
Version DatePolicy Category

28-May-2021

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1 of 9MODEC GROUP POLICY
VerStatus

DateOriginator

Reviewer

Approver1Final10/20/2012

M. Lipowski

Y. Asama

MODEC Inc.
Board of
Executive Officers

REVISION HISTORYREVISION NO.

DATEREVISION INFORMATION

13/21/2013

Revise references from Chief Risk/Compliance Officer to Chief
Compliance Officer to recognize new position created andstaffed. Other minor modifications/clarifications.

25/28/2021

Replaced Management Board (MB) with Management Board,
revised the language and wordings for clarity and consistency
throughout the Compliance Policies, added C&E Designee toidentify personnel to certify annual certification. Separated
Appendix from the Policy for efficient update.

MODEC GROUP POLICY

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INTRODUCTION
POLICY STATEMENTMODEC, Inc. (“Company”) and its subsidiaries (“MODEC” or the “MODEC Group” or in
singular, the “MODEC Group Company”) are committed to preventing bribery and tocomplying with the various anti-corruption laws that apply to our operations around theworld. These laws include the Japan Unfair Competition Prevention Law (“UCPL”), theU.S. Foreign Corrupt Practices Act (“FCPA”), and, where applicable, the U.K. Bribery Actof 2010 (“UK Bribery Act”), as well as the laws of all countries in which MODEC doesbusiness. It is the policy of MODEC to comply with applicable anti-corruption laws and toconduct business in an ethical and professional manner.

OBJECTIVE
This Policy sets forth requirements to promote anti-corruption compliance within MODEC’soperations. Any exception from these requirements must have prior written approval by
the MODEC Group Chief Compliance Officer (“CCO”).

SCOPE
This Policy applies to all MODEC entities and operations worldwide. This includes theoperations of the MODEC Group companies, as well as any joint venture partnership,including special purpose companies (“SPCs”) and consortia, controlled by MODEC. All
directors, officers, and employees of MODEC Group companies (“MODEC Personnel”)
must comply with this Policy.
Suppliers and contractors who are agents of, or working on behalf of, or in the name of
MODEC, are required to act consistently with this Policy when acting on our behalf.

MANAGEMENT RESPONSIBILITIESThe Company’s Board of Directors established the MODEC Group Compliance Committee(the “Compliance Committee”) to assist the Board: in overseeing the MODEC Group’s
compliance with applicable laws and ethical standards that may impact the MODECGroup’s business operations or public image; and in monitoring and overseeing
management implementation of policies and procedures to promote compliance with suchlaws and standards. Accordingly, with the oversight of the Compliance Committee, theCompany’s Management Board (“MB”) is responsible for implementing this Policy anddeveloping the standards, systems, processes, and procedures that enable therequirements in this Policy to be met. The CCO and the Compliance Committee will
provide support and guidance to MODEC management in implementing this Policy anddesignate appropriate personnel for providing interpretations of this Policy.

REVIEW OF THIS POLICYThis Policy will be reviewed annually, or as frequently as determined to be necessary, bythe CCO. Policy updates will be presented to and reviewed by the Compliance Committee.
Following the review and recommendation by the Compliance Committee, the CCO will
present the Policy updates to the MB. The MB will approve or reject the Policy updates
presented. This Policy and all revisions will be maintained in accordance with theapplicable document control and document retention policies.

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RELATED POLICIESFor further reference please refer to the below related policies: Group Third Party Intermediary and Business Partner Policy Group Gifts and Hospitality Policy Group Social Contributions Policy Group Compliance and Ethics Reporting Policy

DEFINITIONSAnything of Value

Defined broadly to include, any financial or other advantage, including but
not limited to: cash, cash equivalents (such as gift cards or vouchers), gifts,entertainment, meals, drinks, refreshments, other hospitality, charitablecontributions, payment or reimbursement for travel expenses, vacations,accommodations or valuable favors (such as education and offers ofemployment opportunities for friends and relatives), and discounts andrebates. For purposes of this Policy, “Anything of Value” has no minimumvalue.

Business Partner

Includes any joint venture partners, special purpose company (“SPC”)
partners, and consortia members.

C&E DesigneeCompliance & Ethics Designees are appointed by the CCO and given
authority and responsibility to carry out day-to-day operational
responsibilities related to this Policy in accordance with the directives of theCCO.

Chief Compliance
Officer (CCO)

The corporate officer primarily responsible for overseeing the MODECGroup’s compliance and ethics program.

Intermediary

Any third party intermediary that is reasonably likely to interact with agovernment entity or Public Official on MODEC’s behalf, such as agents,lobbyists, brokers, representatives, consultants, distributors, and sales
representatives.

MODEC Group
Company Executive

An executive within a MODEC Group Company who has been delegatedthird party Intermediary and Business Partner approval authority pursuant to
the Company’s Authority Matrix and/or corporate charter.

MODEC personnel All directors, officers, and employees of the MODEC Group
companies.

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Public Official

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Policy Category:Broadly defined to include:(i)any elected or appointed government official, officer, employee or
person acting in an official or public capacity on behalf of agovernment (i.e., local, regional, and national, and legislative,administrative, judicial, and executive branches);(ii) any official or employee of a quasi-public or non-governmental
international organization (sometimes referred to as “NGOs”) suchas the United Nations, Red Cross, International Monetary Fund andthe World Bank;(iii) any employee or other person acting for or on behalf of any entitythat is wholly or partially government owned or controlled by agovernment (such as a national oil company);(iv) any person exercising legislative, administrative, judicial, executive,
or regulatory functions for or pertaining to government (including
any independent regulator);(v) any political party official, officer, employee, or other person acting
for or on behalf of a political party; and(vi) any candidate for public office (even if not currently in office).

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1 PROHIBITED CONDUCT
1.1 PROHIBITION AGAINST GIVING OR OFFERING BRIBESBribes of any kind given to any person are strictly prohibited. MODEC personnel,and third parties acting on behalf of MODEC, must not knowingly offer, give, makepayment, promise to pay, or authorize the payment of money or Anything of Value,
directly or indirectly to or for the benefit of any person, including any Public Official,with the intention of corruptly influencing such person to obtain or retain business orsecure any improper business advantage, including:
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Inducing the recipient (or another) to perform improperly a relevant functionor activity connected with a business, trade or profession, performed in thecourse of a person’s employment, or performed by or on behalf of a body ofpersons;Influencing a Public Official to act (or to refrain from acting) in his or her
official capacity; orInducing a Public Official to use his or her influence with a government (orits instrumentality, such as a state-owned oil company).

PROHIBITION AGAINST REQUESTING OR RECEIVING BRIBESMODEC personnel, and third parties acting on MODEC’s behalf are prohibited fromrequesting, agreeing to receive, or accepting Anything of Value to induce theperformance of a relevant business function on behalf of MODEC improperly or to
reward the improper performance of such a function, where there is an expectationthat the function is to be performed in good faith, impartially, or in a position of trust.

1.3 FACILITATING PAYMENTS
MODEC generally prohibits “Facilitating Payments” to be made in connection withits operations. “Facilitating Payments” or “grease payments” are typically small
customary payments to lower level Public Officials to expedite or secure theperformance of certain non-discretionary, routine, governmental administrativeactions. Such Facilitating Payments include, for example, small payments toexpedite the processing of nondiscretionary governmental papers such as theissuance of a visa, to obtain an official stamp or signature on a document, to obtainroutine, nondiscretionary business permits and licenses, and to expedite themovement of equipment, goods or persons to clear customs.
In many countries it is illegal under local law to make Facilitating Payments.
MODEC recognizes that on rare occasions, making or offering Facilitating Payments
or safety payments may be unavoidable. Such occasions include where anindividual reasonably believes that there is an imminent threat to the health, safety,
or welfare of an employee, family member, or co-worker. In such circumstances, theCCO must be notified as soon as possible after such payment is made. Allpayments made under this provision must be documented and properly andaccurately recorded in the MODEC Group Company’s books and records.

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1.4 PROHIBITION AGAINST BRIBERY BY THIRD PARTIESMODEC may be liable for corrupt activities of third parties, including Intermediariesand Business Partners, if they are acting on MODEC’s behalf. It is unlawful to makea gift, payment, or offer to a third party while knowing that all or a portion of thepayment will go directly or indirectly to a Public Official. The term “knowing” includes
conscious disregard of suspicious actions or circumstances and deliberate
ignorance of facts. MODEC directors, officers and employees must not deliberately
ignore circumstances that should reasonably alert them and the Company to thehigh probability of improper conduct or unlawful actions.
2 REPORTING REQUIREMENTS FOR INTERACTIONS WITH PUBLIC OFFICIALS
Given the sensitivities associated with interactions with Public Officials, MODEC
requires that a meeting record be generated for most interactions – including meetings,
telephone conferences, and video conferences – between a MODEC personnel, third
party Intermediary, or Business Partner and any Public Official. Interactions with a
Public Official shall be exempt from this reporting requirement if such interactions aredirectly related to the fulfillment of a contract that has been formally awarded toMODEC. See the Frequently Asked Questions for additional guidance.
The meeting record should include: the date, time, and place of the meeting,telephone conference, or video conference; the name, title, and affiliation (i.e.,company, organization, department, ministry, etc.) of all participants; the general topic
of discussion; and any funds expended related to the meeting, telephone conference,or video conference. This meeting record should be submitted to the local
Compliance & Ethics Designee within two weeks of the meeting.

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3 REQUIREMENTS FOR DEALINGS WITH THIRD PARTY INTERMEDIARIES AND
BUSINESS PARTNERS
To protect MODEC from liability for corrupt activities of third party Intermediaries andBusiness Partners acting on MODEC’s behalf, MODEC has established procedures togovern relationships with certain types of third parties. The MODEC Group Third
Party Intermediary and Business Partner Policy sets forth requirements that applyto selecting, retaining and monitoring third party Intermediaries and Business Partners
that are reasonably likely to interact with a government entity or Public Official on
MODEC’s behalf and to promote third party compliance with applicable anti-corruption
laws and this Policy. Before retaining or renewing an agreement with a third party
Intermediary or Business Partner, review of the relationship and approvals by theCCO and appropriate MODEC Group Company Executive are required. See theFrequently Asked Questions for additional examples of Intermediaries.
Joint ventures or SPCs controlled by MODEC are required to implement this Policy.
Where MODEC does not have control over the joint venture or SPC, MODEC will
make a good faith effort to require the entity to implement this Policy or a similar anticorruption policy to detect and prevent corruption.
4 OTHER THIRD PARTIESMODEC expects other types of third parties that are not reasonably likely to interact
with a government entity or Public Official on MODEC’s behalf, such as certain
independent contractors, vendors, or suppliers, to comply with the anti-corruption laws.
Each MODEC Group Company should work to ensure that it enters into business
relationships with reputable, qualified, and ethical third parties. When engaging suchthird parties, MODEC personnel should be sensitive to any evidence that the third
party may be owned or affiliated with a Public Official or customer, which could
present conflict of interests or corruption risks. See Frequently Asked Questions for
additional guidance.
5 GIFTS AND HOSPITALITY
MODEC personnel, Intermediaries, and Business Partners are prohibited from giving
or offering improper gifts or hospitality (including mementos, meals, drinks, travel, andentertainment) to any person, including any Public Official or commercial customer,
with the intent of improperly influencing the recipient. Only lawful, appropriate andreasonable gifts and hospitalities may be offered or given to any person. All gifts andhospitality offered or given in connection with MODEC’s operations must comply withthe specific limits, guidelines, and approval process set forth in the third party
agreement, the MODEC Group Gifts and Hospitality Policy, and any implementing
procedures.

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MODEC personnel must not solicit or accept any gifts or hospitality in connection with
their employment with MODEC, especially from individuals and entities that aresubject to MODEC purchasing or business decisions. In limited circumstances,
however, MODEC personnel may accept modest gifts or hospitality according to limits,
guidelines, and approval processes set forth in the MODEC Group Gifts andHospitality Policy.
6 SOCIAL AND POLITICAL CONTRIBUTIONSMODEC prohibits the use of MODEC corporate funds or resources for PoliticalContributions. MODEC prohibits social contributions from being made for the improper
purpose of obtaining or retaining business or otherwise securing a businessadvantage for MODEC. MODEC promotes corporate social responsibility by makingsocial contributions in limited circumstances, including charitable contributions anddonations, funding, scholarships, internships, and sponsorships. Individuals may
participate in political activities in their personal time; however, political activities must
be kept separate from MODEC’s business at all times. All social contributions mustcomply with the MODEC Group Social Contributions Policy. In no circumstances
may any third party, including any third party Intermediary or Business Partner, makea social or political contribution on MODEC’s behalf.
7 BOOKS, RECORDS AND ACCOUNTING CONTROLSMODEC and MODEC personnel must make and keep books and records that
accurately and fairly reflect the transactions of MODEC and devise and maintain anadequate system of internal accounting controls. All payment arrangements mustcomply with all applicable laws and with the relevant MODEC accounting policies andprocedures, including expense approval procedures.
8 TRAINING AND CERTIFICATIONMODEC personnel working in business development, finance, logistics, internal audit,and risk management departments, operating in countries determined by the CCO tohave significant corruption risks, and who will likely interact with government entities or
Public Officials on MODEC’s behalf, are required to complete assigned anti-corruption
training. The CCO will develop a communication plan to disseminate this Policy andto track training assignments and completions for employees impacted by this Policy.
MODEC management will provide tailored training specific to localized anti-corruption
risks, including to third party Intermediaries and Business Partners.
The CCO or C&E Designees shall identify MODEC personnel who must certify
annually that they have read this Policy and agree to comply with the Policy. Suchemployees must execute the Anti-Corruption Compliance Certification, or anequivalent certification..

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9 MONITORING, RISK ASSESSMENT, AND AUDITING
The CCO will ensure that MODEC’s operations are audited for compliance with thisPolicy by qualified internal or external auditors on needed basis. The CCO also will
ensure that MODEC conducts an assessment of its anti-corruption risks, as necessary.
The CCO will update this Policy to address findings from audits and assessments, asrequired.
10 IMPLEMENTING POLICIES, PROCEDURES AND PROCESSESMODEC Group companies shall develop supplemental local anti-corruption policies
and procedures as needed to implement this Policy, so long as such policies andprocedures do not conflict with this Policy. The CCO and C&E Designees shallsupport MODEC management in implementing this Policy.
11 VIOLATIONS AND DISCIPLINARY ACTIONMODEC could be subject to serious criminal and civil penalties for violating applicableanti-corruption laws, as well as reputational damage for association with corrupt
activities, significant costs associated with investigations of allegations of corrupt
activities, debarment from government contracting, and denial of export privileges, aswell as civil suits by shareholders, clients and competitors. MODEC personnel andthird parties who violate applicable anti-corruption laws may also be subject to severecriminal and civil penalties, including imprisonment and substantial fines. Failure tocomply with this Policy may result in disciplinary action, up to and including
termination.
12 REPORTING CONCERNS
Any person may report suspected violations of this Policy on a confidential andanonymous basis by calling the independent, toll-free, MODEC Ethics Hotline (the“Hotline”) or by using the MODEC Ethics Hotline web portal. Country-specific Hotline
telephone numbers are listed and the Hotline web portal is accessible atwww.modec.ethicspoint.com. MODEC personnel may also report their concerns totheir supervisor, the Human Resources Department, the CCO, the Compliance
Committee, the MODEC, Inc. Board of Statutory Auditors, or to any member ofmanagement.
13 ADDITIONAL INFORMATION
See the Frequently Asked Questions , or contact your supervisor, any member ofmanagement, or the CCO with any questions regarding this Policy.

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