Anti-Bribery Policy – Orthodynamic Limited

Applicable Laws

Employees of the Company are obligated to adhere to all relevant Kenyan Anti-Bribery laws, which generally prohibit both the bribery of government officials and commercial bribery in the private sector.

Prohibition of Bribery

Government Bribery

Our Company and its employees are rigorously prohibited from offering, promising, giving, or authorizing payment of anything of value to any government official for the purpose of obtaining or retaining business, securing an improper advantage, or improperly influencing a government official’s actions. Additionally, Company associates must avoid any actions that create the appearance of improper interactions with government officials.

Commercial Bribery

In addition to the prohibitions on bribing government officials mentioned above, Orthodynamic Ltd. prohibits employees from offering or providing corrupt payments and other advantages to, or accepting the same from, private (non-government) individuals and entities. Such payments constitute commercial bribery and are commonly referred to as “kickbacks.”

Facilitation Payments

The Company’s prohibition on bribery extends to all improper payments, regardless of their size or purpose, including “facilitating” (or expediting) payments. Facilitating payments refers to small payments to government officials to expedite or facilitate non-discretionary actions or services.

Third-Party Management

Applicability to Third Parties

Third-party agents, consultants, distributors, or any other third-party representatives acting for or on behalf of the Company (collectively, “third parties”) are strictly prohibited from making corrupt payments on behalf of the Company. This prohibition also applies to subcontractors hired by third parties to perform work on the Company’s behalf.

All payments made to third parties, including commissions, compensation, and reimbursements, must be customary and reasonable in relation to the services provided and accurately documented in the Company’s books and records.

Due Diligence

All third parties that will interact with government officials or entities on behalf of Orthodynamic Ltd. must complete the Company’s due diligence process before commencing work on the Company’s behalf.

Any red flags identified during a due diligence review of a vendor must be addressed to the satisfaction of Company Legal Counsel before entering into a relationship with the third party. Any remediation measures put in place should be documented in the due diligence tool.

All agreements with third parties that interact with government entities or officials must be documented in writing and include appropriate Anti-Bribery language, as determined by Company Legal Counsel.

Once a third-party agent or consultant has been retained by the Company, the third party’s activities and expenses must be monitored by the relevant Company employee to ensure continued compliance with applicable anti-corruption laws and Company policies.

Providing Items of Value to Government Officials

Gifts, Meals, Travel, and Entertainment (GME)

It is strictly prohibited to provide gifts, meals, travel, or entertainment to anyone (government officials or commercial partners) in exchange for any improper favor or benefit. Additionally, gifts of cash or cash equivalents, such as gift cards, are strictly prohibited.

Donations

It is never permissible to provide a donation to improperly influence a government official or in exchange for any improper favor or benefit. However, it may be permissible to make donations directly to a government agency (rather than to an individual government official) as part of a charitable effort.

Promoting, Demonstrating, or Explaining Products

It is strictly prohibited to direct promotional expenses or activities to a government official to improperly influence them or in exchange for any improper favor or benefit. In some cases, however, it may be appropriate to direct such expenses to a government official or entity to promote, demonstrate, or explain the Company’s products and services.

Hiring or Engaging Government Officials

It is strictly prohibited to hire or engage a government official or their immediate family members to improperly influence the official or in exchange for any improper favor or benefit. Note that before hiring a government official (or relative thereof),

Political Contributions

It is strictly prohibited to provide a political contribution to improperly influence a government official or in exchange for any improper favor or benefit.

Auditing

Company employees will conduct periodic internal audits of relevant Company operations to ensure continued compliance with applicable Anti-Bribery laws and this Policy. All employees are required to cooperate with these audit activities and must not interfere with or obstruct them.

Reporting Violations

If you observe conduct that may violate this Policy, please contact Company Legal Counsel. Suspected violations will be reviewed and investigated as appropriate and may lead to disciplinary action. Any such reporting will be treated as confidential to the extent permitted by law. The Company strictly prohibits retaliation against individuals who make good faith reports of suspected misconduct. Failure to report a violation of this Policy constitutes an independent violation and is subject to discipline, up to and including termination of employment.

By Management,
Orthodynamic Limited