Anti-Bribery and Corruption Policy

1. Introduction

Setyl Ltd (the "Company") is committed to conducting its business with the highest ethicalstandards and complying with all applicable anti-bribery and corruption laws. ThisAnti-Bribery and Corruption Policy (the "Policy") outlines the principles and guidelines that allemployees, contractors, agents, and representatives of the Company must adhere to whenconducting business on behalf of the Company. The purpose of this Policy is to preventbribery and corruption in any form and to promote a culture of integrity, transparency, andaccountability.

2. Scope

This Policy applies to all individuals who represent the Company, including but not limited to employxees, contractors, agents, consultants, intermediaries, suppliers, and any other person acting on behalf of the Company (collectively referred to as "Representatives"). It covers all Company activities, both within and outside the Company's premises, and extends to all business relationships, including interactions with clients, customers, suppliers, government officials, and other third parties. 

Representatives of the Company must not offer, promise, give, request, or accept any form of bribe or corrupt payment, directly or indirectly, to or from any individual, including government officials, in order to obtain or retain business, gain an unfair advantage, or influence any decision. 

3.2. Facilitation Payments 

Representatives of the Company must not offer, promise, give, request, or accept any form of bribe or Facilitation payments, which are small payments made to expedite routine government actions, are strictly prohibited. No Representative may make or accept such payments on behalf of the Company under any circumstances.  payment, directly or indirectly, to or from any individual, including government officials, in order to obtain or retain business, gain an unfair advantage, or influence any decision. 

3.3. Gifts, Entertainment, and Hospitality 

Representatives must exercise caution when offering or accepting gifts, entertainment, or hospitality to or from clients, customers, suppliers, government officials, or any other third party. Such offerings must be reasonable, proportionate, and in compliance with applicable laws and regulations. Gifts, entertainment, or hospitality that could be seen as intended to improperly influence a business decision are strictly prohibited. 

3.4. Donations and Contributions

Donations and contributions made on behalf of the Company must be transparent, lawful, and in compliance with applicable laws and regulations. They must not be used as a means to facilitate bribery or corruption. 

3.5. Conflicts of Interest 

Representatives must disclose any actual or potential conflicts of interest that may compromise their objectivity, integrity, or loyalty to the Company. Representatives must avoid situations where personal interests conflict with the Company's interests and act in the best interests of the Company at all times. 

4. Reporting and Compliance

4.1. Reporting Suspected Violations 

Any Representative who becomes aware of a potential violation of this Policy must report it immediately to their supervisor, manager, or the designated compliance officer. Representatives may also report violations anonymously through a confidential reporting mechanism provided by the Company. 

4.2. Non-Retaliation 

The Company prohibits retaliation against any individual who reports suspected violations of this Policy in good faith. Any form of retaliation will be subject to disciplinary action, up to and including termination of employment or contractual relationship. 

4.3. Compliance Monitoring and Training 

The Company will regularly monitor and review compliance with this Policy. It will provide appropriate anti-bribery and corruption training to all Representatives, ensuring they understand their obligations under this Policy and applicable laws. 

Consequences of Non-Compliance

Any Representative found to have violated this Policy may be subject to disciplinary action, which may include but is not limited to counseling, retraining, suspension, termination of employment, or termination of contractual relationship. Violations of this Policy may also result in legal consequences, fines, or imprisonment. 

Conclusion

This Anti-Bribery and Corruption Policy reflects Setyl Ltd's commitment to conductingbusiness ethically and in compliance with applicable laws and regulations. It is theresponsibility of every Representative to understand and adhere to this Policy and topromptly report any suspected violations. By maintaining a culture of integrity and transparency, we can collectively prevent bribery and corruption, protect our reputation, andensure the long-term success of our Company.