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The purpose of this Anti-Corruption Compliance Policy (the “Policy”) is to ensure compliance by Syntropy, Sociedad Anónima (the “Company”) and each of their directors, officers, employees, agents, consultants, and representatives with the US Foreign Corrupt Practices Act of 1977 (“FCPA”), and related laws of other countries in which the Company does or intends to do business.




The anti-bribery provisions of the FCPA apply to the Company, a privately held corporation. The anti-bribery provisions of the FCPA make it a criminal offense to pay, offer, or give anything of value to a foreign official, a foreign political party (or official thereof) or candidate for foreign office, for the purpose of influencing the decisions of those officials, parties or candidates.


The FCPA was originally enacted by the U.S. Congress in 1977 and has been amended several times since. The FCPA is aimed at preventing corrupt practices and to prohibit companies and their individual officers to influencing foreign officials with any personal payment of reward. In recent years, there has been renewed focus and a number of enforcement actions with respect to the FCPA and similar foreign laws in other countries.


Neither the complexity of the FCPA nor costs of compliance (including the loss of business) diminishes the responsibility to comply with the FCPA. It is imperative therefore that each and every person covered by the Policy become familiar with the FCPA’s provisions.




This Policy covers and applies to all Company´s directors, officers, employees, agents, and business partners, and its Company´s subsidiaries regardless of where the officer or employee is located (within and outside the U.S.); and anyone who acts as a partner, representative or an agent for the Company and its subsidiaries. This may be a distributor, consultant, representative, broker or other person or firm of U.S. or any other nationality.


This policy and FCPA prohibit any payment or offer or payment to an official for the purpose of influencing that official to assist in obtaining or retaining business for a company. This policy and FCPA apply to any act or event that is “in furtherance of” a payment to a foreign official. Further, the “payment” clause of the FCPA is broadly construed. It covers not only the actual payment of money but also an offer, promise or authorization of the payment of money and offer, gift, promise or authorization of the giving of “anything of value.” This Policy and the FCPA also apply to payments to political parties, officials of political parties, and candidates for political parties.


No Company director, officer, employee, or agent has authority to give or to offer anything of value to a “foreign official” or government employee, or to any person while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any foreign official or government employee, for the purpose of inducing that person to affect any government act or decision in a matter that will assist the Company or any of its subsidiaries or divisions in obtaining or retaining business. Furthermore, every officer, employee, and agent are obligated by this policy to keep books, records, and accounts that accurately and fairly reflect all transactions in and dispositions of Company assets.




Everyone covered by this Policy is expected to become familiar and comply with the contents and must ensure his or her strict compliance with this Policy and each person that the individual supervises.


Questions about this Policy and its application contact the Chief Executive Officer, who serves as the FCPA Compliance Officer.




The FCPA prohibits offering, promising or giving anything of value to a foreign official to gain an improper business advantage. In addition to cash payments, anything of value may include: Gifts, entertainment or other business promotional activities; Covering or reimbursing an official’s expenses; Offers of employment or other benefits to a family member or friend of a foreign official; or Contributions to a political party, candidate, or even a charitable organization


Everyone described in the Section C is prohibited from making direct and indirect payments to foreign officials.


Accordingly, except as set forth in this Policy, neither the Company nor anyone else covered by this Policy may make, promise or authorize any gift, payment or offer anything of value on behalf of the Company to a foreign official or to any third person (such as a consultant) who, in turn, is likely to make a gift, payment or offer anything of value to a foreign official.





Sanctions for FCPA violations, or even a mere indictment for a potential violation, are severe and potentially devastating to the Company and to the individuals involved. The FCPA imposes criminal and civil liabilities on individuals and corporations.


Any Company director, officer, employee, or agent who violates the Policy or the FCPA policy, will be disciplined and may be terminated. Individual officers and employees may be prosecuted even if the Company is not, and fines assessed against individuals may not be reimbursed by the Company.


Violations of the FCPA may result in violations of other laws and in other countries with separate and additional fines and penalties.




Any transaction, no matter how seemingly insignificant, that might give rise to a violation of the FCPA or this policy must promptly be reported to the Chief Executive Officer. All such reports will be treated as confidential and will be shared with authorized individuals only on a need-to-know basis.


As long as a report is made honestly and in good faith, the Company will take no adverse action against any person based on the making of such a report.


Any questions concerning the FCPA and related reporting requirements may be addressed to the legal department.




The Company reserves the right to review, modify, add and annex this policy to other internal policies or codes of conduct.

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