Dentsu Group
Anti-Bribery & Corruption Policy
Date created: August 2022
Last revised: January 1, 2023
Applicable to: All dentsu group companies, and their executive directors, officers andemployees (together, “dentsu group individuals”). For the purposes of this policy, the term
“employees” includes all employees, workers, individual contractors, contingent workers, andothers working on any dentsu group company premises or remotely on behalf of any dentsu
group company.
Purpose: The purpose of this policy is to ensure that all dentsu group companies and dentsu
group individuals understand what bribery and corruption are, and how to avoid bribery andcorruption risks.
Scope: This policy covers what is meant by bribery and corruption, why we need to comply
with anti-bribery and corruption laws, how we can identify bribery and corruption risks and what
to do if we have concerns about bribery and corruption at work.
Functional owner: Group Legal & Compliance Office of Dentsu Group Inc.

Contents
1. Why do we have an Anti-bribery and Corruption Policy?
2. Why is this policy important?
3. What are anti-bribery and corruption laws?
4. Dentsu’s policies about anti-bribery and corruption laws
5. Summary of what do you need to do to comply with anti-bribery
and corruption laws and this policy?
6. How to identify bribery or corruption
7. What else do you need to be aware of?
8. How can you report concerns or suspicions of bribery or corruption?
9. What must leaders do?
10. Consequences for breaches of this policy
11. Amendment*Version Control2

1. Why do we have an Anti-bribery and Corruption Policy?
In the Dentsu Group Code of Conduct, the dentsu group (“dentsu”) states that dentsu has azero-tolerance approach to bribery and corruption and will not engage in any bribery or corrupt
activities in any form. This policy prohibits all forms of bribery and corruption in all businessdealings in every country around the world in which we operate, in relation to either private
individuals and companies or public officials. This policy also sets out the rules that must be
followed to avoid behaviour that could be seen as bribery or corruption or that could potentiallycause dentsu to be in breach of any relevant anti-bribery or corruption law.

2. Why is this policy important?
It is well-established that bribery and corruption destabilize communities, contribute to conflictand sustain poverty. There is also a significant economic cost to bribery and corruption.
Bribery and corruption create serious legal and reputational risks which can damage dentsu’sreputation and its share value. Violations of anti-bribery and corruption laws can lead to
substantial civil and criminal penalties for dentsu group companies and dentsu group individuals
which may include unlimited fines, disgorgement of profits, prosecution and, in the case ofdentsu group individuals, imprisonment. This policy is a component of dentsu’s adequate
procedures against bribery and corruption. It is important that all dentsu group individuals
understand and fully comply with this policy.

3. What are anti-bribery and corruption laws?
Our global business is subject to Japanese, US, UK and other national anti-bribery andcorruption laws which have global reach. These laws, as well as local anti-bribery and corruption
laws in the relevant country, apply to all dentsu businesses and people wherever they may belocated. The purpose of these laws is to ensure that business is conducted with fairness andintegrity and without bribery and corruption.

4. Dentsu’s policies about anti-bribery and corruption laws
① Dentsu group companies and dentsu group individuals may notoffer, promise, give, receive or request a bribe.
No dentsu group company or dentsu group individual may (themselves or through otherpersons or means) offer, promise or give anything of any value (whether money or some otherbenefit or advantage) to any person with whom any dentsu group company does business or
may potentially do business in order to encourage them to do, or reward them for doing
something improper in order to benefit dentsu.
No dentsu group company or dentsu group individual may (themselves or through otherpersons or means) receive or request anything of any value (whether money or some otherbenefit or advantage) from any person with whom any dentsu group company does businessor may potentially do business in order to induce or reward them for doing something improper.
It does not matter whether it is a dentsu group company or a dentsu group individual, or
someone else through whom they act, who offers, promises, gives, receives or requests a3

financial or other benefit or anything of value. The bribe can be given to the dentsu groupindividual or another person.
Anything of value includes cash, cash equivalents such as gift cards or department store
vouchers, gifts, meals, travel and entertainment, and can include a promise of something ofvalue, for example an offer of employment.
Improper payments should not be confused with reasonable and limited expenditures for gifts,
business entertainment and other expenses related to the promotion of services or theexecution of a contract. These expenditures may be acceptable, subject to compliance withapplicable dentsu policies in respect of expenses. If you are unsure of the proper course ofaction, or whether something constitutes bribery or corruption, contact Legal & Compliance.

② Dentsu group companies and dentsu group individuals must take allreasonable steps to prevent associated parties, who are acting ondentsu’s behalf, from offering, promising, giving, receiving orrequesting bribes.
Dentsu group companies and dentsu group individuals must take all reasonable steps to ensurethat persons or companies acting for or on behalf of dentsu (“associated parties”) do not offer,promise, give, receive or request bribes as part of their activities on behalf of dentsu. In
situations where you are uncertain of whether a bribe might take place, you must immediately
contact Legal & Compliance before taking any further action.
Dentsu group companies can be liable for bribery committed by their associated parties.
Employees, agents, subsidiaries, contractors, sub-contractors, intermediaries, consultants,partners or affiliates may all be associated parties. It is therefore important to ensure that suchparties do not offer, promise, give, receive or request bribes when collaborating with dentsu
group companies or dentsu group individuals. These could be either bribes paid on behalf ofdentsu or bribes paid as part of their own separate business conduct, which can nonethelesscause legal liability for dentsu in certain circumstances.
It is important to make sure that associated parties are aware of our policies and our zerotolerance approach to bribery and corruption. Activities of associated parties should bemonitored and governed by contracts that incorporate adequate anti-bribery and corruption
protections. Audits of associated parties may be recommended in certain cases to ensure
adequate anti-bribery measures and controls are in place.

③ Dentsu group companies and dentsu group individuals may notoffer, promise or give a financial or other benefit or anything ofvalue to a public official with the intent of influencing such official
to secure or retain a business or other improper advantage.
A public official could include, among others, government officials, employees of government
agencies, employees of government-owned companies, and any person who holds a legislative,administrative or judicial position of any kind and in any country or territory. Payments to a
public official can also include payments made indirectly, for example to or via their family
members and their close associates. An offence can be committed whether the offer, promise
or gift is made directly to the official by a dentsu group individual or through an associatedparty.
Facilitation payments (payments made to public officials in order to induce or expedite
4performance of their duties), irrespective of size, are also prohibited. Exceptions may be madein circumstances that involve an imminent threat to life, health or safety and such situations
must be immediately reported to Legal & Compliance, who must also be consulted in situations
where you encounter unfamiliar, suspicious or irregular payments being requested from apublic official.

④ No funds or assets from any dentsu group company may be offered,promised or contributed for political purposes without the required
authorization in accordance with the applicable dentsu policies andprocedures.
Political contributions are restricted by local laws in some countries and require an anti- bribery
and corruption analysis under this policy. Legal & Compliance must be consulted in relation to
any proposed political contributions before they are made.

5. Summary of what do you need to do to comply with anti-bribery andcorruption laws and this policy?
Everyone working for or on behalf of a dentsu group company must comply with all applicableanti-bribery and corruption laws and this policy.
In particular, dentsu group companies and dentsu group individuals must:•
not offer, give, receive or request a bribe;•take all reasonable steps to comply with this policy;•not offer, promise or give a financial or other benefit or anything of value to a public official,their family members or their close associates, to try and influence them in any way or
rewarding them for doing something improperly; and•not make any charitable or political donations without the required authorisation.

6. How to identify bribery or corruption
Bribery: A bribe typically involves offering, promising, giving, receiving or requesting a financial
or other benefit or anything of value for the purpose of influencing or rewarding someone to dosomething that is illegal, unethical and / or a breach of trust. A financial or other benefit oranything of value could be a gift, prize, business opportunity, favour, commission, loan, cash,
hospitality, service, discount, the award of a contract or anything else of value. Some examplesof bribery include:• making an unofficial payment to a public official to speed up a government decision (theseare also called facilitation payments and are prohibited at dentsu);• providing gifts in exchange for winning or retaining a contract; and• accepting gifts or hospitality in return for placing increased volume of business with a media
owner.
Corruption: Corruption is the abuse of power or authority, often for personal or corporate
gain. Bribery is a form of corruption. Other examples of corrupt practices include fraud, tax
evasion and money laundering.

7. What else do you need to be aware of?
5You must, in conjunction with this policy, abide by all applicable dentsu policies. Additionally,to help prevent the risk of bribery and corruption when dealing with third parties, you should
be wary of companies or individuals who:
• appear to engage in, or have been accused of engaging in, improper business practices;• have a "special relationship" with foreign government officials;• insist on receiving a commission or fee payment to ‘facilitate a service’ or for carrying out agovernment process for dentsu;• request payment in cash and/or refuse to sign a formal commission or fee agreement;• request that payment is made to a country or geographic location which is different from
where the third party resides or conducts business;• demand lavish entertainment or gifts before commencing or continuing contractual
negotiations or the provision of services;• request that a payment is made to "overlook" potential legal violations; or• request or require the use of a particular agent, intermediary, consultant, distributor or
supplier that is not typically used by or known to dentsu.

8. How can you report concerns or suspicions of bribery or corruption?
If you have any concerns about potential bribery or corruption, raise these with your line
manager or Legal & Compliance, or raise them to the dentsu group company’s whistleblowing
communication line.
Dentsu does not tolerate any form of retaliation against those who have spoken up in goodfaith about bribery or corruption.

9. What must leaders do?
Leaders must actively support awareness and communication of, and compliance with, ourpolicies that provide guidance on how to prevent bribery and corruption, such as the Dentsu
Group Code of Conduct, this policy, and other applicable dentsu policies.
Anti-bribery and corruption laws also require company leadership to ensure that adequate
procedures such as establishing policies & procedures, internal controls, appropriate due
diligence on third parties and training initiatives are in place to prevent acts of bribery andcorruption. Accurate books and records are required to be maintained that fairly reflect alltransactions in reasonable detail. Failure to follow anti-bribery and corruption laws and dentsu’s
policies & procedures could subject dentsu group companies and dentsu group individuals tocriminal charges, fines, and/or reputational damage.

10.

Consequences for breaches of this policy

Violations of dentsu’s anti-bribery and corruption policies, including this policy, may result indisciplinary action, up to and including termination of employment. Persons and entities subject
to this policy may be subject to civil proceedings being brought against them, and may also bereported to the police or other law enforcement agencies, as appropriate.
No person subject to this policy will suffer adverse consequences for refusing to offer, promise,
give, pay, receive or request a bribe or improper or unlawful payment, benefit, advantage orreward, even if doing so results in the loss of business opportunities for dentsu.
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11.

Amendment

Significant revisions of this policy shall be made by a resolution of the Group Management
Board of Dentsu Group Inc., and any other revisions shall be made by the Group Executive
Management, Group Management or other officer directly in charge of the functional owner ofthis policy.

*Version Control
August 2022: Issued.
January 1, 2023: Revised7