Anti-Bribery Policy including Gift & Entertainment

1. Bribery and Corruption

1.1 Introduction

M7 Real Estate Ltd (“M7”) is committed to adhering to the highest standards

of ethical behaviour in the conduct of all its international business dealings and
relationships. It has zero tolerance of bribery or corruption in the public and
private sector.

M7 has introduced this Anti-Bribery and Corruption Policy (the “Policy”) to

ensure that M7 complies with the anti-corruption laws and conventions
applicable to its worldwide operations including, in particular, the Bribery Act
2010.

1.2 Who does this Policy apply to?

The Policy applies to all directors and employees of M7. It also applies to
temporary agency personnel, contract basis personnel, consultants,
intermediaries, agents or any other third parties working for us or acting on
behalf of M7 in any capacity.

You are expected to strictly adhere to the requirements of this Policy and anti-
corruption laws of the countries in which M7 does business from time to time.
Training will be provided in respect of its anti-corruption procedures which
you are required to attend.

A failure to comply with this Policy by directors and employees may result in
disciplinary action, including amongst others, termination of employment with
immediate effect for gross misconduct. A failure to comply by temporary
agency personnel, contract basis personnel, consultants, intermediaries, agents
and any other third parties may result in the termination of their contractual
relationship with M7 with immediate effect.

1.3 What is Bribery?

Bribe means a financial or other inducement or reward for action which is

illegal, unethical, a breach of trust or improper in any way. Bribes can take the
form of money, gifts, loans, fees, hospitality, services, discounts, the award of
a contract or any other advantage or benefit.
 Bribery includes offering, promising, giving, accepting
or seeking a bribe.

All forms of bribery are strictly prohibited. If you are unsure about whether a
particular act constitutes bribery, raise it with the Compliance Officer or your
line manager.

1.4 When does this Policy apply?

This Policy applies to activities and dealings with private individuals and
entities in both the private sector and the public sector.

a) Bribery and Corruption

You must not directly or indirectly seek, solicit, offer, promise, give or demand,
arrange or receive any bribe, kick back or other improper advantage (of any
kind, financial or otherwise, including, but not limited to, payments, discounts,
loans or benefits) to:

• obtain or retain business or other improper advantage for M7;

• influence a business decision or public official (or act in a manner which

could be perceived to do so);

• compromise independent judgment (or act in a manner which could be

perceived in that way);

• induce or reward the improper performance of a function or activity; or

• obtain any personal benefit or benefit for your family, friends, associates or
acquaintances.

You will not suffer any demotion, penalty or other adverse consequences for
refusing to give or receive a bribe or other improper advantage, even if such
refusal may result in M7 losing business.

b) Gifts and Hospitality

You must not directly or indirectly seek, solicit, offer, promise, give, demand,
arrange or receive any gifts, hospitality or benefits or advantages (of any kind,
financial or otherwise) to:

• obtain or retain business or other improper advantage for M7;

• influence a business decision or public official (or act in a manner which

could be perceived to do so);
• compromise independent judgment (or act in a
manner which could be perceived in that way); or

• induce or reward the improper performance of a function or activity.

Appropriate gifts and benefits provided to its clients are permitted within
reasonable limits and in accordance with local standards and business
practices. Gifts must be of an appropriate type and value depending on the
circumstances and taking account of the reason for the gift. Gifts must not
include cash or cash equivalent (such as vouchers), or be given in secret.

Employees should be aware, and should inform their clients, that at the request
of their management or Compliance Officer, Compliance will disclose
information on any gift offered to the clients’ representatives. Conversely,
Compliance may ask suppliers, service providers and clients of M7 to provide
a list of beneficiaries and the nature of the gift given to employees.

If you have difficulty applying this Policy then you should seek assistance from
Compliance.

Employees should at all times act fairly, honestly and professionally in

accordance with the best interests of the Company’s clients.

The provision and receipt of gifts is an area which is closely monitored by

regulators and close attention should be paid to the requirements in the
following sections.

i) Providing Gifts

No employee may offer or provide a gift or benefit to an individual

unless the gift or benefit can properly be regarded as justifiable in all
circumstances. In particular, gifts in cash, or readily convertible into
cash, are not permitted.

No employee may provide a benefit to a client when the object of the

benefit is to induce the recipient to advise their clients to use the services
of M7, unless the benefit is provided specifically in accordance with
applicable law and/or regulation. You should check with Compliance if
in doubt.

As a general guideline, £150 is the maximum limit per gift or benefit per
contact in any 12 month period. Gifts in excess of this must be pre-
approved by the Compliance Officer.

ii) Receiving Gifts

 No employee may accept a personal gift or
inducement in excess of £150 in value from a client or service provider
with whom he has a business relationship arising from his employment
with M7 without the specific permission in writing of Compliance. Such
permission will be withheld if the gift or inducement is likely to conflict
with that person’s duty to a client of M7. Under no circumstances may
cash or cash convertible gifts be accepted.

No employee may receive a benefit from a client or other third party if

the object of the benefit is to induce that business area to advise its clients
to use the services of the donor, unless the benefit is provided
specifically in accordance with applicable law and/or regulation.

iii) Recording of Gifts

Compliance will maintain a record of all permitted gifts. All relevant

details must be passed to the Compliance Officer at the earliest
opportunity and should include:

• name of M7 employee and department;

• name of M7’s client receiving or giving gift;

• date given or received;

• description and value (approximate for gifts received);

• name of authorising Manager where appropriate.

c) Facilitation Payments

In some countries small “grease” payments, known as “facilitation” payments,

are sought by or offered to public officials to expedite or effect routine services
or administrative actions provided or performed by those individuals. You
should not make a facilitation payment even if nominal in amount. If you have
doubts about a payment and suspect that it may be a facilitation payment, you
should consult the Compliance Officer before making such payment. If a
demand for a facilitation payment is accompanied by an immediate threat of
physical harm, then put safety first and make the payment and report it
immediately to the Compliance Officer.

d) Political and Charitable Contributions

You should not use company funds or assets to make direct or indirect
payments, loans, donations, gifts, advantages or benefits to a charity, political
party, member or candidate of any political party or research organisations or
 “think tanks” close to a political party or pressure or
lobby groups for the purpose of obtaining or retaining business for M7 or
influencing a business decision. Any political or charitable contributions (not
for such purpose) must (i) comply with the laws and conventions applicable to
M7’s business activities; and (ii) be approved in writing by the Compliance
Officer.

1.5 Definitions in this Policy:

a) Business Partner means any joint venture partner, contractor, supplier,

affiliate, distributor, broker, agent, consultant, intermediary or any other third
party that M7 has a business relationship with.

b) Compliance means the compliance team for M7 Real Estate Ltd from time to
time.

c) Compliance Officer means Teresa Gilchrist of M7 Real Estate Ltd.

1.6 Due diligence on Business Partners

Before engaging in any transaction or outsourcing with any Business Partners

in business activities, particularly in relation to activities involving foreign
officials, you must conduct the appropriate level of due diligence to evaluate
potential compliance risks.

1.7 Requirement for a written contract in dealings with third parties

All business dealings or activities conducted between M7 and Business

Partners or other third parties must be recorded in a written contract.

All contracts with Business Partners or other third parties require prior
approval by the Compliance Officer, General Counsel or Chief Operating
Officer and must be available for inspection by auditors as and when required.
Such contracts must include the following provisions:

• not to pay or receive any bribes and to comply with the requirements of
anti-corruption laws and conventions of the jurisdictions applicable to M7’s
business operations;

• to comply with and act in a manner consistent with this Policy;

• to keep proper books and records available for inspection by M7, auditors
or investigatory authorities; and
 • to report to M7 on a regular and continuous basis
regarding the accomplishment of his or her duties where the Business
Partner is an agent, consultant or intermediary.

1.8 Payments to Business Partners

Fees payable to a Business Partner shall be an appropriate remuneration for

legitimate services effectively rendered. Unless specifically authorised by the
Compliance Officer, no payment to any Business Partner should be made or
delivered:

(i) in cash (other than documented petty cash disbursements);

(ii) with corporate cheques payable to “cash”, “bearer” or third-party

designees of the party entitled to payment;

(iii) to any other person or entity other than the Business Partner;

(iv) to an individual, entity, or account outside the Business Partner’s

country of residence; or

(v) where there is reason to believe that any part of the payment made to
the Business Partner may be passed on as a bribe or other inducement.

1.9 Requirements to keep adequate records and accounts

You must enter details in to a benefits register of all gifts, hospitality, political
or charitable contributions made and received. Such records must be made in
an accurate and timely manner and must be given in sufficient detail to
accurately and fairly reflect the purpose of any transaction. In particular, all
payments and expenses must be supported by appropriate receipts or other
documentation reflecting the nature of the expense or advantage. The benefits
register shall be inspected regularly by the management of M7 and by its
auditors.

1.10 Red flags: requirement to report suspicious activities

You should immediately report the following activities to the

Compliance Officer:

(i) a request for payment in advance or prior to an award of a

concession, contract or other business;

(ii) a request for large contingency or “success” fees;

(iii) a request for reimbursement of
extraordinary, poorly-documented, or last minute expenses;

(iv) a request for payment in cash, to a numbered account, or to an

account in the name of a different person;

(v) a request for payment in a different country, especially if it is a

country with little banking transparency or regulatory control,
such as off-shore tax havens;

(vi) the Business Partner has a family member in a government

position particularly if the family member is or could be in a
position to direct business to M7;

(vii) a refusal by any Business Partner to disclose its owners, partners,

or principals;

(viii) the use of a shell or holding Company that obscures ownership

without a credible explanation;

(ix) the Business Partner’s business seems understaffed, ill-equipped,

inexperienced, inconveniently located, or otherwise not capable
of undertaking its proposed relationship with M7;

(x) the Business Partner is insolvent or has significant financial

difficulties that would reasonably be expected to impact the
venture;

(xi) the Business Partner displays ignorance of or indifference to local

laws and regulations;

(xii) a business or banking reference of the Business Partner

unreasonably refuses to answer questions, or provides
problematic answers; and/or

(xiii) the Business Partner is the subject of credible rumours or media

reports impacting upon the Business Partner’s ethics.

How do you make a report?

You can make a formal report orally or in writing.

You may make a report anonymously, but please note that it is much
harder (and sometimes impossible) to investigate suspicions without
having direct access to the individual who initially raised the concern. It
is best to declare your identity if possible.
 There will be no detriment to you as a result of
reporting an actual or suspected breach of this Policy, nor will you suffer
any detriment for refusing to pay bribes, even if such refusal may result
in M7 losing business or a business advantage.

You will not be blamed for speaking-up nor for failing to speak up
earlier, and M7 will make all proper efforts to protect the confidentiality
of individuals who do raise concerns and keep them informed of
developments as appropriate. Any attempt to deter individuals from
raising concerns, or any subsequent retaliation against individuals who
speak-up publicly, will be treated as a serious disciplinary offence.

Who do you make a report to?

You should contact the Compliance Officer if you want to report any
suspicious activities.

In the event the Compliance Officer is not available, you should contact
Thomas Pearman or Andrew Jenkins with any queries regarding this
Policy.

1.11 Compliance Officer

You should contact the Compliance Officer if you:

• need permission in respect of any activities to which this Policy applies (the
Compliance Officer will in turn ensure requests and authorities are tabled
with M7’s Executive Committee or Board of Directors for consideration and
approval or otherwise);

• need advice;

• have any questions or concerns about this Policy.

M7 ensures that its registered staff, as well as those in other support roles where
considered relevant, maintain their competence by providing internal training,
in particular in relation to new issues, and changes in legislation, such as
MiFID, and e-learning refresher courses on issues such as money laundering,
market abuse, conduct of business and bribery and corruption. It also conducts
regular appraisals of registered and other support staff.