SOEDULES 8 APPENDICES ‘SMEC GROUP’S BUSINESS INTEGRITY POLICY Arsued:20-Dec-72 canp2 Business Integrity oy ees “ae SSMEC requies its Employees to act ethical, responsibly, honest, fairly and with integnty and to uphold the ‘pint as wellas the letter ofthe law mall SMEC Groups Business dealings and relationships wheraver the Group operates 'SMEC has a zore-tolrance sppresch to traud, nbery, Corruption and llega and unethical business pracuees Thi Policy outines a range of requrements which are designed to reinforce the standards of behaviour ‘required by SMEC and to combat the risks that fraud, bribery and corruption and ether legal, dishonest, ‘nfar or unethical uses practices could pose to SMEC's business peeret Thus potey is applicable to + AUSMEC employees + Alta party contractors, vaunters and consultants engaged by SMEC ee ‘Area Manager - a manager wth hat designation in SMEC's ANZ Dvsion Bribery -ghing,offenng, soicting or recewing a Beneft inorder to influence the behaviour ofthe recipient or any other parton te ebtan er retam business or an advantage, It incluces“facdtation payment (smal value payment to cecure routine government action) Benefit- means anything of value inelusing an advantage It can be non-monetary or non-tangble ‘Business Unit Director - a manager wh that designation in SMEC's ANZ Dwiion (CEO - SMEC's Chiet Execute Offeer ‘Close Family Member includes the person's spouse, the perzons andthe spouse's grandparents, parents, tiblngs,chidren, niaces, nephews, aunts, uncles and cousins, the spoute of any ofthese people; and anyone who shares the same household withthe person (CM -Country Manager ‘Sub contaney agreement TL Expert Mancha Gd ‘SMECineratoat WiestSOMDULES & APPENDICES Issued: 20-Dec-22 Meriter ofthe Serban rene Gre ‘COO - Chiet Operating Officer ‘Coercive Practices - paring or harming, or tweatering to impair or harm, directly er indirect, any person ‘or the property of the person to influence impropery the actions of a person, ‘Collusive Practice ~ an arrangement between two parties designed to achieve an improper purpose, including ‘to mfuence improperty the actions of ancther party. ‘Corruption - sbuse of a postion of employment or trust to gan an advantage for oneself or another person. It ‘cludes Gnibery, fraud favouritism and nepotism, embezzlement, theft, ertortion and undeclared conflicts of interest and otherwise acting in a way which could be tothe disadvantage of the SMEC Group or gain a Benefit for any person other than SMEC Group. Conduct may be Corrupt even fi isnot legal ‘Deal - includes recewe, possess, conceal, transmit, dispose of, mport or export. directly or indirectly, Employee ~ al! thoze who work for, act on behalf of or represent the SMEC Group including SMEC Group ‘employees, directors and other officers, contractors and consuitants (where they are under a relevant ‘contractual ebigaton) and Thd Party Representatives, GCHC - SECs General Councel/Head of Compliance Joint Venture Partner ~ a party who undertakes to provide professional cervices, together with a SMEC Group | ‘company, fora chent under a contract between the cent, the SMEC Group company and that other paty (and ‘any other Joi Venture Partner i appicable). Public Official -t includes any of the folowing, *+ any offical or employee of, person acting in an official capacty for or on behalf of, or individual performng work under a contract for or whois otherwite im the service of, any: Government or Government depariment, agency or instrumentalty Government-cwned or controlled corporation or enterprise, oF pubic international organisation including any danor or land of development funding: ‘+ any person holding or performing the duves of an appointment, office or potition under any lve, ‘+ any indvidual who holds or performs the duties of an appointment, office or position created by custom or convention of a county or of pat of a county, ‘+ any candidate for a political party or for political ofc + any poltica party, official of a poltical party or funding organisation for a political party. RD - Regional Director RM ~ Regional Manager 'SMEC - SMEC Holdings Pty Ltd ‘SMEC Group - refers to SMEC and any of ts controled subsidiaries ‘Subconsultant ~» party engaged by a SMEC Group company under a contract for professional :ervices to undertake all or part of the work or services which a SMEC Group company has undertaken to perform for 2 chant ‘State Manager a manager with that designation in SMEC's ANZ DivisionSOMDUUES 8 APPENDICES i smec ert a te Setar eng Gr Issued: 20-Dec- “Third Party Representative - ths hae the meaning given in the Procedure for FOUR PR208) iy pore = Prohibition of —_SMEC prohibts Bribery and Corruption in all ofthe SMEC. Bribery and Group’s business dealings in every country, This prohibition Corruption andIssued: 20-Dec-22 SMEC ero the Seana preg Gros ‘alco apples to consultants and thed parties who deal with ‘others on behalf of the SMEC Group. Employees must not offer, promise, give or authorise the giving cof a Benefit, directly or indvecty, 10 any parson ‘+ morder toinftuence the behaviour of the recent or any ‘other person to obtain or retan business or an advantage, ‘+ tinduce the recipient or any cther person to perform his or her job function improperly This includes Benefits given ata later ime (for example after the business or advantage has been obtained or retained or the function has been performed}. Employees must not offer, promise, give or authonse the giving of a Beneft,ckrecty or indirectly, to any person uness tis for a legtimate business purpote and itis of an appropriate valve {and nature, considering the position ofthe recipient and the Circumstances, and does not contravene any law. reference inthis cecton to 2 person includes Public Officials and any other person. Employees must not + recewe nor request anything of vale rom ary person other than SMEC Graupin connection withthe performance ot their duties as Employees, including in particular from any current or proposed supplier, Joint Venture Pater, Subconsutan or other provider of services to SMEC Group, ‘+ make use of ther postions with SMEC Group to obtain an Undue Beneft for themselves or any other person. Threatsto The health and tatety of SMEC Group Employees i paramount SobcitBribes an Employee haz goed reazon to bebeve that hey cannot ‘excape serous harm unless they meet a demand for immedate payment, f wou be permissible to make such a payment Employees mort report such nese to thei superior or manager witout delay The inedent must hen be mediately reported tothe relevant Regional Manager and Regional Drector for Business Unt Drector and Sate Manager in SMEC's ANZ Onion and SUEC' General Counce / Head at Complance its, Employees must comply wit the requrementsf the its, 1 Hospitality, _Entersnment, Travel and Accommodation Procedure! when Entertainment, ging or receiving oft, entertainment, travel ans sccommodation | oS nee Chivoccenea core rae OS servo ‘cosy agement Ter Manoa Gis age |28 | ‘Meco!SOEDULES& AppenDices @& Issued: 20-Dec-22 emer te Surana pre rns Travel, ‘Aecommodation 2 coum Personal Employees must comply withthe requirements of the Personal 1. Pe Conficts of _Conficts of Interest Procedure! including when employing a 2 Interest former or curent Public Oficial Potitical 'SMEC prohit the making of any cath et in-kind contribution | Donations, (on SMECs behatf or using SMEC Group funds to any political party, politcal party ofa, politcal campaign, elected offical or any of thew atfilated arganisatons, without the prot ‘pproval of the SMEC Board. This includes sponcoring or hosting functions or events organised by or associated wth any ‘of them with the purpose of rising funds, making any SMEC ‘Group premises or property avaiable fr that purpose or sponsoring travel or accommadation. Using SMEC Group funds to attend functions or events for the bbeneft of political parties or candidates cr poticians without the prior approval f the SMEC Board are also prohibited Any such contibutons or uses of funds will be pubiahed each year on the smec com website Charitable Employees must comply wi the requirements of the 1. Shara Donations and Charitable Donaton and Sponsorship Procedure! when making ‘Sponsorships chamtable donation ora sponsorship Fraudulent, Employees must not engage in conduct, by act or omission, Misleading or that is misleading or deceptive ori ikely to mislead or deceive Deceptive ‘any person in connection wth SMEC Group's business. This Practices Includes making statements to cients or potential ctents, Pubic Officials, subcansutants or prospective subconsultants, joint venture partners or prospective jot venture partners that are Intentionally misleading o for which there is no reasonable basis Coltusive Collie Practices contravene anti-trust laws and funding Practices ‘agency regulations. Employees must not engage in Colusive Bractices In particular, Employees must not ‘+ seek to enter into any agresment, arrangement ot Understanding (whether or not wrung) with a compettor ‘of the SMEC Group or ther agent or representative invohing ang prices ot contract terms (other than forthe purposes of ajont venture between a SMEC Group cum Beanest gy ‘sb constancy arent TL Expert aroha Guns ‘AEC rteratont ‘Wines Page | 29 CP) ge Sub CanastaTransactions Meme ofthe urban rene G4 Company and the competitor) that eather of them will offer a thd party; aging a bd: ‘agreeing not to offer services or allocating markets, customers, suppliers or terntories; or ‘otherwise colude with any compettor of the SMEC Group in order to deprive any potential client of the SMEC Group of the benefits of free and open competion ‘Any Employee receiving an approach from another party invelving of proposing or canvassing any of these practices should immediately end the discussion and report the matter to the Regional Manager and the GCHC in wetting ‘Coercive Practices contravene funding agency regulations and local laws. Employees must not engage n Coercive Practices, ‘or make any threat to impair or harm, directly ot indirect, any ‘perton or the property ofthe person for any purpose or reason, Employees must not Deal wth money or property (tangible or intangible) believing, orf there ae reasonable grounds 19 ‘suspect, that tis wholly or partly derived or realised, directly or ‘ncinectly, from the commission of an offence under the law of, any junsdiction. Employees must aot authorise or permit a SMEC Group ‘company or Employee to do 20 Employees must not Deal with money or property (tangible or ineangile) intending that, or there isa risk that, the money or property wil be used in the commission of an offence under the law of any junsdiction Employees must not authonee or permit a SMEC Group company or Employee to do 50 SMEC requires that al transactions be recorded accurately, ‘transparently and in reasonable detain SMEC's books and ‘records and those of ts subcontractors and Third Party Representatives In particular, transactions must not be recorded ina way that conceals the true nature of the transaction ‘The establishment of off-the-bocks accounts or the making off-the-book transactions is etrcty prohibited cis P2 euceess eg Ihe ocaect «ey cancas Issued: 20-Dec-22 ‘ub constancy agreement TL Expert Marcha Gud ‘EC inertial Page | 30 = () aa A“SOMDULES 8 APPENONCES lssued: 20-Dee-22 Member ofthe Serban eng 0.8 Partner 'SMEC Group requres that its business partners observe 1. Supobe/ Patron Evaluation equivalent standards of integnty and ethcal behaviour that prescribes for tse Furthermore, contraventons of laws relanng to fraud, bribery or corruption by SMEC Group's : se ‘business partners potently exposes SMEC to penalties for the ‘same contraventions, adverte publicity, reputational harm and Joss of business Employees who are responsibie for entering nto relstonshsps with potential Subconsultants, Joint Venture Partners and Third arty Representatives must, prior to committing to the felationship undertake an appropriate level of due diigance enquiries (depending on the nature of the relationship) to assess the ‘capabity and financial capacty of the counterparty to ‘perform the services, the reputation ofthe party and the risk that could engage in conduct that contravenes the law or otherwise exposes SMEC to reputational harm, and. ‘ensure the counterparty is currently registered on SMECs Supplier / Parmer Register'for the relevant capaci, ‘country and (in the case of a Subconsuitant} engagement Engagement of Third Party Representatives must be undertaken stricty in accordance with SMEC's Procedure for Engagement ang Use of Third Party Reprecentatives! Project Managers must monitor the performance of Joint Venture Partners, Third Party Representatives and ‘Subconsultants through the term ofthe relevant engagement {and must report any instances of suspected ilegal activity or Ccontraventions ofthis Palcy promptly in accordance with ths Pokcy Registerstobe The GCHC must maintain registers of be + political donations and ether in-kind contributions: and + chartable donations and sponsorships, reported pursuant to this policy, and must report periodicaly to the Board Audit and Risk Committee on those matters. Bribery and Each COO must, at east once in each financial year, undertake Corruption isk a formal evaluation ofthe sks cf Bribery, Corruption, Analyses Fraudulent, Misleading or Deceptive Practices or fraud and CColusive oF Coercive Practices in each country and Region in the COO' Onision in which SMEC has operations or is pursuing ‘or proposing to pursue business, by relevant market sector and client type. The evaluation should involve consideration of a ‘eaconable range of avalable sources of information Where the | ane eaten acocumer yates Page | 31 ‘SMEC ntematinal WinesMernber ote Suranepreng aus ‘isk of bribery and corruption is coneidered tignifican, the COO ‘should formulate risk management measures to manage the perceived risk to an acceptable level. Where the COO considers thatthe perceived nck cannot atherwite be managed to an acceptable level without undue cost, effort or mpact on SSMEC's business, the risk should be avoided attogether. Each C00 should record the evaluation of naks in ark registers} and provide it to the GCHC. COOs should monitor the nike during the course of the year and record any findings Inthe risk register at appropriate ‘The GCHC in consultation withthe CEO shall prepare, maintan and annualy review and update a risk register showing the ‘sks of Bribery, Corruption, Fraudulent, Misleading or Deceptive Practices or fraud and Collusive or Coercive Practices n SMEC Group operations and the risk treatment ‘2ctons adopted or proposed for adoption, ‘The GCHC wil report perodicaly tothe Board Audit and Risk Committee on the risk register and status ofthe nsk treatment actions. Promoting and ensunng compliance with thi Policy isthe ‘responsibilty of all Employees within the area of their influence, including by ther conduct and behaviour. Supervisors and managers must take reasonable steps to ensure that those Under their director direct supervision do not ner omvt to do, anything that contravenes this Policy. The CEO, and COOs, Regional Directors, and Regional Managers within their respectve Divisions and Regions, nd ANZ Division Business Unit Drectors, State Managers and Area Managers within their respective Business Units, States and ‘Areas, must actively promote complance with, and visibly demonstrate thew commitment to, the tequements ofthis Policy and related instruments, including in communicatons fand management mestings (CO0s, ADs, Rs and CMs must enforce and monitor ‘compliance with ths Policy withn ther Divisions, Regions or Countries. ANZ Divition Business Unt Directors, State Managers and Area Managers must enforce and monitor ‘compliance with this Pokcy within ther respective Business Units, States and Areas ‘The GCHC, supported by the CEO, SMEC Board of Directors land Board Aucit and Risk Committee (BARC), must ensure that 2 robust integity complance program, designed to ensure and ‘monitor compliance with ths Plicy, is implemented, maintained ‘and continuously improved CUR Busnes egy tha aocurere ety canbe lesued: 20-Dec-22 ‘ub constancy agreement agent Manohar God Page | 32SCEDULES & APPENDICES ‘Annual Review of Policy and Related Integrity Reporting of Suspected Contraventions Issued: 20-Dec-22 ‘The GCHC wil formulate training to be given to SMEC Group personnel at reatonable intervals in order to ensure that Employees understand the requirements of SMEC's business Integnty pobcies and procedures, related registers and (qudelines and the processes for reporting concems and instances of suspected non-complance. The training material vill be reviewed annualy for effectveness and relevance having regard to completion data and feedback recenved. Employees are required to undertake this training when requested. ‘The GCHC wil identty further training needs for various levels, ‘of management and regional and functional roles within SMEC Group, having regard to risks of contravention of this pokcy and the requrements of SMEC's business integnty compliance program, and wil facilate the delivery of that training at reasonable intervals. ‘The GCHC wil faciitate an annual review ofthis Pobcy and. ‘elated poles, procedures, registers and guidelines and the integrty compliance program in consuitaton with senior Corporate management and will report to the Executive Committee and Board Audit and Risk Committee on any changes that they recommend withthe purpose of ensuring ‘compliance with this Policy and related pokcies, procedures, registers and guidelines and effective operation and continuous improvement ofthe integnty compliance program. It you are unsure about the meaning of any part ofthis Policy or 1. the Policy to which i relates or have questions about how itis ‘being applied, you should contact the GCHC er AskSMEC’ ‘The GCHC will establish processes for monitoring of 1 Divisional Reporting ‘compliance with this Policy, including through developing key Template ‘performance indicators and benchmarking processes. ‘The GCHC will establish 2 reporting framework for reporting + by COOs and their subordinate managers; and ‘by the GCHC to the Executive Committee, SMEC Board of Derectors and Board Aust and Rick Commies, ‘on compliance with this Policy and related instruments and on ‘measures undertaken to promote and monitor compliance, Wan Employee becomes aware of any breach or suspectad 1. Spsvitjo Sh breach ofthis Policy or related Procedures, the Employes must immediately report the breach or suspected breach through CA Boares eagy the acumen 29 convetes ‘ub constancy agrement Tapert Manohar Gains Page | 33 ‘SEC IneratonshSCHEDULES & appenDices GP suec Meriter of he Srbana wang Group Breaches of the Records, Report to SMEC' Employees must observe the provisions of the 2 \Whastieblowing Procedure? Faling to comply with the requirements of this Policy is viewed ‘sa serious matter that must be addressed by management ‘and may lead to disciplinary action, up to and including termination of employment Where, following an investigation, management is satified that ‘breach has occured, the nature of any disciplinary or other ‘ction willbe determined. The nature of any action wil depend ‘on the senousness ofthe breach and other relevant ‘ercumstances. Action may include a verbal or wntten warning, ‘counseling, transfer toa positon with slower level of ‘esponsibity, suspension or dismissal. Ifthe contravention involves a vilation of law, the matter may ‘also be referred tothe appropriate law enforcement authorities {or consideration The folowing misconduct may also resutt in disciplinary action ‘+ requesting others to breach this Pac: + faling trate promptly, own or suspected breaches of this Policy, + taling to co-operate in investigations of possible breaches; and ‘+ failing to demonstrate leadership and diligence to ensure compliance with this Policy and the law, Records that are crested pursuant to or forthe purposes of implementing ths Policy and elated Procedures, including ‘records of reports of suspected instances of non-compliance ‘and related investigations, periodic reporting and related source material, training records and records of any decisions ‘taken or approvals given relevant to compliance with this Policy {and related procedures must be preserved and retained indefinitely. ‘This Policy applies to al of SMEC Group including controled subsidianes. ‘Associated Companies, such as joint ventures, not under SMEC Group control are strongly encouraged to adopt this Policy cunr-2 evaress rag, rucancunert ony concen Issued: 20-Dec-22 ‘Sab consutaney agreement T Exper Manohar Gude Page | 34Se a eared CME Oe Mr oe Pes