Statement

Urban Village Group is committed to applying the highest standards of ethical conduct and integrity in its business activities in the UK and overseas. Every employee and individual acting on UV’s behalf is responsible for maintaining our reputation and for conducting company business honestly and professionally.

1.Objectives

1.1 The aim of Urban Village Holdings Limited and it’s subsidiaries’ (the Group) Anti-Bribery Policy is to set out our business practice and approach for countering bribery.

2.Our approach

2.1 We take a zero-tolerance approach to bribery and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective procedures to counter bribery.

2.2 Employees are required not to put themselves in any position which might lead to, or suggest, a conflict of interest. Employees are also required not to engage in any form of otherwise unethical or unlawful behaviour.

2.3 Certain conduct is automatically prohibited. Prohibited conduct includes facilitation payments; kickbacks; political donations and payments to Public Officials.

2.4 Other conduct such as the giving or receiving of any advantage (whether pecuniary, financial or otherwise) such as a gift; invitation; entertainment or hospitality may be permissible depending on the circumstances.

2.5 Any offer of a bribe must be refused and reported internally immediately. Where appropriate, any bribe will also be reported to the police and/or regulatory authorities.

3.Scope

3.1 The Anti-Bribery Policy applies to all business practices and conduct both within the UK and overseas, including dealings with government and public bodies, their advisors, representatives and officials, politicians and political parties.

3.2 The Anti-Bribery Policy applies to all employees (staff, contract and temporary), third parties and associated persons acting on our behalf.

3.3 The policy extends to all our majority owned business dealings and transactions in all countries in which we or our associates operate. Where we have a minority interest, we will encourage the application of this policy amongst our business partners including third parties, suppliers and joint venture partners.

4. Communication of policy

4.1 All employees must ensure that they read, understand and comply with the Anti-Bribery Policy.

4.2 Communication of the policy will form part of the induction process for new employees.

4.3 The Anti-Bribery Policy, together with and any prevailing Code of Conduct which supports the Anti-Bribery Policy, will be communicated to third parties and incorporated into contractual dealings.

5. Personal commitments

5.1 Employees are required to avoid any activity that might lead to, or suggest, a breach of the Anti-Bribery Policy.

5.2 Employees, third parties and associates are encouraged to raise concerns about any issue or suspicion of malpractice within the scope of the Anti-Bribery Policy at the earliest possible stage. For example, if a customer, distributor or potential supplier offers something to gain an advantage with us, or indicates that a gift or payment is required to secure their business.

5.3 Employees who are unsure whether a particular act might constitute bribery, or have any other queries, should raise a query immediately with a line manager or senior management.

5.4 Any concerns relating to the business practices of any employee, third party or associate (for example if you believe or suspect that a conflict with the Anti-Bribery Policy has occurred or may occur in the future) can also be reported by following the procedure set out in our Whistle Blowing Policy. A copy of our Whistle Blowing Policy can be found in the Employee Handbook. All employees receive the protections outlined at section 7 below.

5.5 Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct.

6. Record-keeping

6.1 We must keep financial records and have appropriate internal controls in place which will evidence the business reason and justification for any form of advantage received from or made to any third party.

6.2 All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments or any form of advantage.

7. Responsibilities

7.1 The Board of directors has overall responsibility for general oversight including;

7.1.1 ensuring the Anti-Bribery Policy and procedures are adequate and otherwise comply with our legal and ethical obligations;

7.1.2 that all those under our control comply with it;

7.1.3 ensuring that the effectiveness of the Anti-Bribery Policy is monitored and periodically reviewed.

7.2 All employees and stakeholders have a responsibility for conducting themselves in an ethical and business-like manner at all times and reporting any concerns to management.

7.3 Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.

8. Protections

8.1 Employees who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

8.2 We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform a group Director immediately.

8.3 If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure, which can be found in the Employee Handbook.

9. Implementation

9.1 In conjunction with the Group, the Divisional and Department Heads are responsible for ensuring and all members of staff within their division or department receive relevant training. All new employees will be briefed as a part of the induction/welcome orientation.

9.2 It is the responsibility of every manager to communicate this policy and ensure that all employees and third parties, within their area of responsibility, understand and comply with the objectives.

10. Sanctions

10.1 Any violation of the Anti-Bribery Policy or anti-bribery procedures is a cause for disciplinary action, and could lead to dismissal for gross misconduct

10.2 No employee will be penalised, or be subject to other adverse consequences for refusing to pay bribes even if it may result in losing business.

10.3 We also reserve the right to terminate our contractual relationship with third parties if they breach this policy and/or the Code Of Conduct as appropriate. We will in any event report any suspicion of unlawful activity to the regulatory authorities.

11. Tax Treatment

11.1 The acceptance and giving of invitations or gifts may have tax consequences for employees, recipients and/or the employers. The use and concession of discounts and other price advantages based on contracts or master agreements that the company has entered into may likewise trigger tax consequences. The employee will indemnify the Urban Village group for any such liability that arises.

12. Other matters

12.1 Any act of bribery may also amount to an offence under the Fraud Act 2006. For example, falsifying documents or making false statements could amount to fraud by false representation where there is dishonest intent to make a gain on the part of an individual or another, or to cause loss to another or to expose another to a risk of loss.