Anti Bribery and Corruption Policy

1. INTRODUCTION

The Anti-Bribery and Corruption Policy (“ABC Policy” and/or “the Policy”) has been
developed as part of the ZKSB Group’s Anti-Bribery Program. Having a clear and
unambiguous policy statement on ZKSB Group’s position regarding bribery and corruption
forms the cornerstone of an effective integrity management system. The Policy should thus
be read in conjunction with ZKSB Group’s various policies & guidelines. If multiple
documents speak on the same subject, then the more stringent provision always applies

2. DEFINITIONS

“ABP” means ZKSB’s Anti-Bribery Program;

“Bribery & Corruption” means any action which would be considered as an offence of
giving or receiving ‘gratification’ under the Malaysian Anti-Corruption Commission Act
2009 (MACCA) including all amendments and revisions made thereunder. In practice, this
means offering, giving, receiving or soliciting something of value in an attempt to illicitly
influence the decisions or actions of a person who is in a position of trust within an
organisation.

Bribery may be ‘outbound’, where someone acting on behalf of the ZKSB Group
attempts to influence the actions of someone external, such as a Government official
or client decision-maker. It may also be ‘inbound’, where an external party is
attempting to influence someone within the Company such as a senior decision-maker or
someone with access to confidential information.

“Gratification” is defined in the MACCA to mean the following:

money, donation, gift, loan, fee, reward, valuable security, property or interest in
property being property of any description whether movable or immovable,
financial benefit, or any other similar advantage;
any office, dignity, employment, contract of employment or services, and
agreement to give employment or render services in any capacity;
any payment, release, discharge or liquidation of any loan, obligation or other
liability, whether in whole or in part;
any valuable consideration of any kind, any discount, commission, rebate, bonus,
deduction or percentage;
any forbearance to demand any money or money’s worth or valuable thing;
any other service or favour of any description, including protection from any penalty
or disability incurred or apprehended or from any action or proceedings of a
disciplinary, civil or criminal nature, whether or not already instituted, and including
the exercise or the forbearance from the exercise of any right or any official power
or duty; and
any offer, undertaking or promise, whether conditional or unconditional, of any
gratification within the meaning of any of the preceding paragraphs (a) to (f).

“Business Associate” means an external party with whom the ZKSB Group has, or
plans to establish, some form of business relationship. This may include clients,
customers, joint ventures, joint venture partners, consortium partners, outsourcing
providers, contractors, consultants, subcontractors, suppliers, vendors, advisers,
agents, distributors, representatives, intermediaries and investors.

“Conflict of Interest” means when a person’s own interests either influence, have the
potential to influence, or are perceived to influence their decision making within the ZKSB
Group.

“Controlled Organisation” means an entity where ZKSB has the decision-making
power over the organisation such that it has the right to appoint and remove the
management. This would normally be where ZKSB has the controlling interest (>50% of
the voting share ownership), but it could be where there is an agreement in place that
ZKSB has the right to appoint the management, for example a joint venture where ZKSB
has the largest (but still <50%) allocation of the voting shares;

“Corporate Gift” means something given from one organisation to another, with the
appointed representatives of each organisation giving and accepting the gift. Corporate
gifts may also be promotional items given out equally to the general public at events, trade
shows and exhibitions as a part of building the Company’s brand. The gifts are given
transparently and openly, with the implicit or explicit approval of all parties involved.
Corporate gifts normally bear the Company name and logo. Examples of corporate gifts
include items such as diaries, table calendars, pens, notepads and plaques

“Donation & Sponsorship” means charitable contributions and sponsorship payments
made to support the community. Examples include sponsorship of educational events,
supporting NGOs, and other social causes;

“Exposed Position” means a staff position identified as vulnerable to bribery through a
risk assessment. Such positions may include any role involving: procurement or contract
management; financial approvals; human resource; relations with government officials or
government departments; sales; positions where negotiation with an external party is
required; or other positions which the Company has identified as vulnerable to bribery;

“Hospitality” means the considerate care of guests, which may include refreshments,
accommodation and entertainment at a restaurant, hotel, club, resort, convention,
concert, sporting event or other venue such as Company offices, with or without the
personal presence of the host. Provision of travel may also be included, as may other
services such as provision of guides, attendants and escorts; use of facilities such as a
spa, golf course or ski resort with equipment included;

“ZKSB” or “Company” or “ZKSB Group” means Zaiyadal Keluarga Sdn Bhd and its
group of companies;

“Personnel” means directors and all individuals directly contracted to the ZKSB Group on
an employment basis, including permanent and temporary employees.

3. ANTI-BRIBERY AND CORRUPTION COMMITMENT

ZKSB Group is committed to conducting business dealings with integrity. This means
avoiding practices of bribery and corruption of all forms within ZKSB Group’s daily
operations.

ZKSB Group adopts a zero-tolerance approach against all forms of bribery and
corruption. Employees who refuse to pay bribes or participate in acts of corruption will not
be penalised even if such refusal may result in losing business.

The Policy leverages on the values and core principles set out in the Code of Ethics. Full
compliance to both the spirit and the letter of this Policy is mandatory and should be
maintained using a principle-based approach.

4. OBJECTIVE

This Policy sets out ZKSB Group’s overall position on bribery and corruption in all its
forms.

5. SCOPE

This Policy is applicable to ZKSB Group, its controlled organisations, Business Associates
acting on ZKSB Group’s behalf, the Board of Directors and all employees within the ZKSB
Group.

Joint-venture companies in which ZKSB is non-controlling or co-venture and associated
companies are encouraged to adopt these or similar principles. External Providers are
also expected to comply with this Policy in relation to all work conducted with ZKSB
Group, or on ZKSB Group’s behalf.

6. REFERENCES

Limits of Authority
Code of Ethics
Employee Handbook
Whistleblowing Policy
Gift Policy

7. POLICY OWNER

The Group Risk & Compliance Department is the owner of this Policy.

8. ANTI-BRIBERY AND CORRUPTION POLICY

8.1 Bribery and corruption in all its forms as it relates to ZKSB Group’s activities is
prohibited.

8.2 Bribery and corruption may take the form of anything of value, such as money,
goods, services, property, privilege, employment position or preferential treatment.
ZKSB Group’s personnel and its business associates shall not therefore, whether
directly or indirectly, offer, give, receive or solicit any item of value, in the attempt
to illicitly influence the decisions or actions of a person in a position of trust
within an organisation, either for the intended benefit of ZKSB Group or the persons
involved in the transaction.

8.3 The anti-bribery and corruption statement applies equally to its business dealings
with commercial (‘private sector’) and Government (‘public sector’) entities, and
includes their directors, personnel, agents and other appointed representatives.
Even the possible appearance of bribery or corruption is to be avoided, in particular
when dealing with Government officials.

8.4 The anti-bribery and corruption statement applies to all countries worldwide, without
exception and without regard to regional customs, local practices or competitive
conditions.

8.5 No employee or external party will suffer demotion, penalty or other adverse
consequences in retaliation for refusing to pay or receive bribes or participate in
other illicit behaviour.

8.6 ZKSB Group is also committed to conducting due diligence checks on prospective
personnel, particularly as it relates to appointments to positions where a more than
minor bribery or corruption risk has been identified.

9. RECOGNITION OF LOCAL AND INTERNATIONAL LEGISLATION

9.1 ZKSB Group is committed to conducting its business ethically and in compliance
with all applicable laws and regulations in the countries where it does business.

9.2 These laws include but are not limited to the Malaysian Penal Code (revised 1977)
(and its amendments), the Malaysian Anti-Corruption Commission Act 2009 and its
amendments, the Companies Act 2016, the US Foreign Corrupt Practices Act 1977
(amended 1998), and the UK Bribery Act 2010. These laws prohibit bribery and acts
of corruption, and mandate that companies establish and maintain accurate books
and records and sufficient internal controls.

9.3 In cases where there is a conflict between mandatory laws and the principles
contained in this and other policies, the law shall prevail.

10.GIFTS, DONATIONS AND SPONSORSHIPS

10.1 Personnel are prohibited from receiving or asking for (soliciting) gifts from external
parties. Under no circumstances may Personnel accept gifts in the form of cash or
cash equivalent, including gift certificates, loans, commissions, coupons,
discounts or any other related forms.

10.2 The only form of gift-giving allowed to external parties is a Corporate Gift however
it must fulfil the following conditions:
a) They are limited, customary and lawful under the circumstances;
b) They do not have or are perceived to have (by either the giver or the receiver),
any effect on actions or decisions.
c) There must be no expectation of any specific favour or improper advantages
from the intended recipients;
d) The independent business judgment of the intended recipients must not be
affected;
e) There must not be any corrupt / criminal intent involved; and
f) The giving out of the gift and hospitality must be done in an open and
transparent manner.

10.3 Donations and Sponsorships are permitted however, ZKSB Group prohibits the
giving and receiving of Donations and Sponsorships to influence business
decisions.

11.FACILITATION PAYMENTS

11.1 ZKSB Group adopts a strict policy of disallowing the use of facilitation payments
in its business. Facilitation payment is a payment or other provision made
personally to an individual in control of a process or decision. It is given to secure or
expedite the performance of a routine or administrative duty or function.

11.2 Personnel shall decline to make the payment and report to Group Risk Department
& Compliance immediately when they encounter any requests for a facilitation
payment. In addition, if a payment has been made and personnel are unsure of the
nature, the Group Risk & Compliance Department must be notified immediately,
and the payment recorded accordingly.

11.3 Only in the event that an employee’s security is at stake is it permitted to make the
payment. The employee must immediately report the incident to their Head of
Department and Group Risk Department to record the details and keep a record of
what was spent.

12.SUPPORT LETTERS

ZKSB Group awards contracts and employee positions purely on a merit basis. Therefore,
support letters in all forms though may be use as a reference, shall not be recognised as
part of the business decision making process.

13.RECRUITMENT, PROMOTION AND SUPPORT OF PERSONNEL

13.1 ZKSB Group recognises the value of integrity in its Personnel and Business
Associates. ZKSB Group’s recruitment, training, performance evaluation,
remuneration, recognition and promotion for all Personnel, including management,
shall be designed and regularly updated to recognize integrity.

13.2 ZKSB Group does not offer employment to prospective personnel in return for their
having improperly favoured the Company in a previous role.

14.BUSINESS ASSOCIATES

14.1 All Business Associates (including external providers such as consultants, advisors,
and agents) acting on behalf of ZKSB Group are required to comply with this Policy,
ZKSB’s Code of Ethics, and all other policies as it relates to them.

14.2 In circumstances where ZKSB retains controlling interest, such as in certain joint
venture agreements, Business Associates are required to adhere to the ABC Policy
and ZKSB’s Code of Ethics. Where ZKSB does not have controlling interest,
associates are encouraged to comply the same.

14.3 Due diligence should also be carried out with regards to any Business Associates
intending to act on the ZKSB Group’s behalf as an agent or in other representative
roles, to ensure that the entity is not likely to commit an act of bribery or corruption
in the course of its work with ZKSB Group.

14.4 The extent of the due diligence should be based on a bribery and corruption risk
assessment. Due diligence may include a search through relevant databases,
checking for relationships with public officials, self-declaration, and documenting the
reasons for choosing one particular Business Associate over another. The results
of the due diligence process must be documented, retained for at least seven years
and produced on request by the custodian of the process.

14.5 ZKSB G r o u p shall include standard clauses in all contracts with Business
Associates enabling ZKSB Group to terminate the contract in the event that bribery
or an act of corruption has been proved to occur. Additional clauses may also be
included for Business Associates acting on ZKSB Group’s behalf where a more than
minor bribery risk has been identified.

15.RESPONSIBILITIES OF PERSONNEL

15.1 All Personnel (including its directors, and directors and personnel of its
Controlled Organisations) are required to carry out those responsibilities and
obligations relating to ZKSB Group’s anti-bribery and corruption stance, alongside
those already in existence, which includes the following:

Be familiar with applicable requirements and directives of the Policy and
communicate them to subordinates;
Promptly record all transactions and payments in ZKSB Group’s books and
records accurately and with reasonable detail;
Always raise suspicious transactions and other “red flags” (indicators of bribery
or corruption) to immediate superiors for guidance on the next course of action;
Be alert to indications or evidence of possible violations of this Policy;
Promptly report violations or suspected violations through appropriate channels;
Attend required anti-bribery and corruption training as required according to
position; and
Not misuse their position or ZKSB Group’s name for personal advantage.

15.2 When dealing with Business Associates, all Personnel shall not:

express unexplained or unjustifiable preference for certain parties;
make any attempt at dishonestly influencing their decisions by offering,
promising or conferring advantage;
exert improper influence to obtain benefits from them;
directly or indirectly offer or make promise or corrupt payments, in cash or in
kind for a specific favour or improper advantage from them.

15.3 During an active or anticipated procurement or tender exercise, Personnel
participating in the exercise in any way whatsoever, shall not:

receive gifts or hospitality or any kind from any external party participating,
planning to participate, or expected to participate, in the procurement or tender
exercise;
provide anything other than a Corporate Gift and token hospitality to any
external/third party related to the exercise;
be involved in any discussions regarding business or employment
opportunities, for personal benefit or for the benefit of a Business Associate;
abuse the decision-making and other delegated powers given by the top
management; and
bypass normal procurement or tender process and procedure.

15.4 When dealing with external parties in a position to make a decision to ZKSB
Group’s benefit (such as a Government official or client), Personnel shall not:

offer, promise or make any attempt at dishonestly influencing the person’s
decision by directly or indirectly offer or make promise of corrupt payments, in
cash or in kind;
be involved in any discussions regarding business or employment
opportunities, for their own personal benefit or for the benefit of the external
party;
otherwise abuse the decision-making and other delegated powers given by the
top management, in order to illicitly secure an outcome which would be to the
commercial advantage to themselves and/or ZKSB Group; and
exert improper influence to obtain personal benefits from them.

15.5 ZKSB Group’s managers have a particular responsibility to ensure that the ABP
requirements are applied and complied with within their department or function and
to monitor compliance with the Policy. They also must ensure that subordinates in
‘Exposed Positions’ attend relevant training.

16.CONFLICTS OF INTEREST

16.1 Conflicts of interest arise in situations where there is personal interest that could be
considered to have potential interference with objectivity in performing duties or
exercising judgment on behalf of the Company. All Personnel should avoid
situations in which personal interest could conflict with their professional obligations
or duties. Personnel must not use their position, official working hours, ZKSB
Group’s resources and assets, or information available to them for personal gain
or to ZKSB Group’s disadvantage.

16.2 In situations where a conflict does occur, Personnel are required to declare the
matter as per the Employees Handbook.

17.STAFF DECLARATIONS

17.1 All Personnel shall certify in writing that they have read, understood and will abide
by this Policy. A copy of this declaration shall be documented and retained by the
Human Capital Department for the duration of the Personnel’s employment. A
sample declaration can be found in the Appendix of this Policy.

17.2 Group Risk & Compliance Department reserves the right to request information
regarding an employee’s assets in the event that the person is implicated in any
bribery and corruption-related accusation or incident.

18.ANTI-BRIBERY AND CORRUPTION COMPLIANCE FUNCTION

18.1 ZKSB shall establish and maintain an anti-bribery and corruption compliance
function within Group Risk & Compliance Department to oversee the design,
implementation and management of the ABP.

18.2 Group Risk shall perform functions within ZKSB Group’s structure, equipped to act
effectively against bribery and corruption:

provide advice and guidance to personnel on the ABP and issues relating to
bribery and corruption;
take appropriate steps to ensure that adequate monitoring, measurement,
analysis and evaluation of the ABP is performed;
report on the performance of the ABP to ZKSB Board of Directors and/or the
board of directors of its subsidiary companies regularly.

19.TRAINING AND AWARENESS

19.1 ZKSB shall conduct an awareness programme for all Personnel on the Company’s
position regarding anti-bribery and corruption, integrity and ethics.

19.2 Training shall be provided on a regular basis, in accordance with the level of bribery
and corruption risk related to the position. Training should be provided to Personnel
who are:

new to ZKSB Group;
appointed to or currently holding an Exposed Position.

19.3 Human Resources Department shall maintain records to identify which
Personnel have received training, and produce, communicate and update the
training schedule.

19.4 Business Associates acting on behalf of ZKSB Group shall also undergo
appropriate training, where a bribery and corruption risk assessment identifies them
as posing a more than minor bribery and corruption risk to the ZKSB Group.

20.REPORTING OF POLICY VIOLATIONS

20.1 Suitable reporting channels shall be established and maintained for receiving
information regarding violations of this Policy, and other matters of integrity provided
in good faith by Personnel and/or external parties.

20.2 Personnel who, in the course of their activities relating to their employment at
ZKSB, encounter actual or suspected violations of this Policy are required to report
their concerns using the reporting channels stated in Whistleblowing Policy.

20.3 Reports made in good faith, either anonymously or otherwise, shall be addressed
in a timely manner and without incurring fear of reprisal regardless of the outcome
of any investigation.

20.4 Retaliation in any form against Personnel where the person has, in good faith,
reported a violation or possible violation of this Policy is strictly prohibited. Any
Personnel found to have deliberately acted against the interests of a person who
has in good faith reported a violation or possible violation of this Policy shall be
subjected to disciplinary proceedings including demotion, suspension, dismissal or
other actions (including legal action) which ZKSB may pursue.

21.AUDIT AND COMPLIANCE

Regular audits shall be conducted to ensure compliance to this Policy. Such audits
may be conducted internally by Group Risk & Compliance Department or by an
external party. Audit documentation should include performance improvement action
plans.

22.SANCTIONS FOR NON-COMPLIANCE

22.1 Non-compliance as identified by the audit and any risk areas identified through this
and other means should be reported to ZKSB Board of Directors and/or the board
of directors of its subsidiary companies in a timely manner in accordance with the
level of risk identified.

22.2 ZKSB regards bribery and acts of corruption as serious matters and will apply
penalties in the event of non-compliance to this Policy. For Personnel,
noncompliance may lead to disciplinary action, up to and including termination of
employment.

22.3 For external parties, non-compliance may lead to penalties including termination of
contract. Further legal action may also be taken in the event that ZKSB Group’s
interests have been harmed by the results on non-compliance by individuals
and organisations.

23.CONTINUOUS IMPROVEMENT

23.1 ZKSB shall monitor the legal and regulatory regimes where it operates and any
changes to ZKSB Group’s business environment and risks and identify
opportunities for ABP improvement. A report should be submitted to ZKSB Board of
Directors and/or the board of directors of its subsidiary companies on a regular basis
for the appropriate action to be taken.

23.2 Regular assessments of the ABP should be carried out to ensure its scope,
policies, procedures and controls match the bribery and corruption related risks
faced by ZKSB Group.

23.3 ZKSB G r o u p endeavours to impact the business environment where it operates.
This includes extending its integrity programme to non-controlled business
associates such as suppliers and contractors, seeking to work with companies
who have a similar commitment and supporting initiatives in the private and public
sectors which are likely to improve the integrity of its operating environment.