Anti-Bribery & Anti-Corruption Policy

YTL Cement’s operations in Malaysia ("YTL Cement") are committed to conducting our business with honesty and integrity, and we expect all employees to maintain a high standard of integrity.

This Anti-Bribery & Anti-Corruption Policy ("YTL Cement’s ABC Policy") is to further enforce YTL Cement’s Code of Conduct & Business Ethics to ensure that employees understand their responsibilities in compliance with YTL Cement’s zero tolerance for bribery and corruption within the organisation.

This ABC Policy sets out the guiding principles and basic requirements to address and manage bribery and corruption risks that may arise in dealings in the course of business.

Contents

1 . Bribery and Implications
2 . Definitions
3 . Public Officials & Government Dealings
4 . Gifts, Hospitality and Entertainment
5 . Facilitation Payments
6 . Donations, Sponsorships & Charitable Contributions
7 . Tender Process
8 . Record Keeping & Training
9 . Compliance with the Law
10 . Third Parties & Agencies
11 . Violation of The ABC Policy
12 . Reporting for Violations of Policy & Whistleblower Rights
13 . Compliance and Review of the Policy

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1. Bribery and Implications

1.1 This ABC Policy shall apply to all directors, managers, and employees of YTL Cement in dealing with external parties in the commercial context.

1.2 Managers and supervisors of all levels have additional responsibilities under the ABC Policy and are held to a higher standard of compliance. They are required to create and maintain an open environment that is comfortable for employees to ask questions, raise concerns, and report misconduct.

1.3 All employees of YTL Cement must refrain from any acts of bribery which take the form of offering, promising, giving, demanding, or receiving anything of value to anyone in the form of bribes, kickbacks, and/or any other improper gratification (including gifts, hospitality, and entertainment) to improperly influence the outcome of any transaction, whether it is for their own personal benefit or for the benefit of YTL Cement.

1.4 YTL Cement strictly does not tolerate any bribes given for purposes of obtaining or retaining business for YTL Cement or providing an advantage to the businesses of YTL Cement. YTL Cement does not tolerate any such acts of bribery, even in a personal capacity.

1.5 Any employee of YTL Cement that breaches any of the ABC Policy may fall within the scope of serious misconduct and may be subjected to disciplinary action up to and including dismissal depending on the facts and circumstances of each case.

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2. Definitions

2.1 Gratification

"Gratification" shall have the meaning defined in the Malaysian Anti-Corruption Commission Act 2009, which includes but is not limited to anything of monetary and non-monetary value or benefit to the person. Gratification does not have to be directly given or received by an employee, but it can also be given or received by anyone related to the employee that is beneficial, of value, or advantageous to the employee.

2.2. Gratification can be subdivided into the following categories (without limitation to):-

Monetary	Of Monetary Value	Employment	Non-Monetary Value
Money Donation Gift Loan Fee Reward Financial Benefit Valuable security	Property – can be movable or immovable.   Examples: Immovable property: house, land Movable property: car, shares in a company	Office or position in an organisation that is lucrative. Dignity or title. Employment Contract for services Agreement to give employment or render services	Undertaking or promise to do or not to do something (whether orally or in writing, with conditions or without) Favours

2.3. “Gifts” can be in the form of goods or services, including anything that can be of value to the person receiving it. Examples of these can be free travel trips, tickets for any cultural, entertainment or sporting events, and payment of loan, school fees or medical expenses.

2.4. “Hospitality” includes providing meals, refreshment, travel, transportation, lodging, as well as entertainment in the context of conventional, cultural and sporting events.

2.5. "Public officials" are defined as any person who is a member, an officer, an employee or a servant of a public body.

2.6. Policies pertaining to these definitions will be further discussed in their respective clauses below.

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3. Public Officials & Government Dealings

3.1 YTL Cement recognises that the practice of giving and receiving gifts varies between countries, regions, cultures, and religions. When dealing with public officials, employees of YTL Cement should ensure that any giving or receiving of gifts does not relate to, in any form, the public official's official dealings or public duty.

3.2 At all material times, employees of YTL Cement are to ensure compliance with the laws of their respective jurisdictions. Any hospitality of public officials, subject to the approval of a director, is for circumstances where it is to reasonably facilitate genuine promotional business or educational meetings. Any hospitality provided must be without expectation of any influence exerted on the public official in exchange for any commercial outcome and should always be at a reasonable and modest value.

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4. Gifts, Hospitality and Entertainment

4.1 In respect of any gifts, hospitality, and entertainment in the commercial context:

1. The intention behind giving or receiving any gifts, hospitality, or entertainment must always be considered first. It should never be for an improper motive to obtain or retain business or to obtain some form of benefit or advantage, whether it is for the business or for the individual employee.
2. If an employee is unsure of how to consider the intention behind any gifts, hospitality, or entertainment offered, the employee must always disclose and refer the matter to the immediate supervisor or head of department for advice and approval before proceeding.
3. All employees of YTL Cement are not allowed to give or receive any gratification, gifts, hospitality, or entertainment where it is for an improper purpose and can be deemed as gratification, regardless of whether it is to benefit the employee individually or to benefit the business of any of YTL Cement.
4. An employee must obtain prior clearance and approval from the immediate supervisor and/or head of department before giving or receiving any gifts, hospitality, or entertainment to or from any person which is not of any improper motive.
5. Where any gifts, hospitality, or entertainment is not improper and received before prior approval can be obtained, an employee must always disclose such gifts to the immediate supervisor and/or head of department regardless of its value.
6. Where it is difficult or inappropriate to decline the offer of a gift, hospitality, or entertainment (i.e. when meeting with an individual of a certain religion/culture who may take offence), it may be accepted, but it must be declared and/or surrendered to the employee's immediate supervisor and/or head of department who will assess the relevant circumstances and take the necessary steps, including returning the gift on the employee's behalf where appropriate or required to do so.

4.2 Any gifts, hospitality, or entertainment provided by YTL Cement must always be of moderate and reasonable value and should never be given:

1. With an intention to exert improper influence or create a perception of expectation for certain outcomes beneficial to the business of YTL Cement; or
2. Where it causes a conflict of interest.

4.3 All employees of YTL Cement should not give any gratification, gifts, hospitality, or entertainment to persons for improper purposes related to YTL Cement’s business in their personal capacity.

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5. Facilitation Payments

5.1 Facilitation payments (also known as grease payments) are payments made for certain government services or to accelerate certain government processes that are otherwise legally entitled by the person without making any payments. Employees should ensure that these facilitation payments are not paid.

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6. Donations, Sponsorships & Charitable Contributions

6.1 Any donations, sponsorships, and charitable contributions by YTL Cement must be done with the approval of the Managing Director and must be done in a transparent manner for social and moral responsibility.

6.2 It should never be paid in exchange for any business implications to YTL Cement, whether it is to obtain a business or to obtain some form of advantage for the business of YTL Cement.

6.3 Employees are encouraged to make donations and charitable contributions in their personal capacity, but it should never be in exchange for any improper purposes that affect the business of YTL Cement.

6.4 All employees of YTL Cement should not agree or promise to provide any form of political donation or support, particularly where it is to obtain any business or advantage to YTL Cement. Any requests for political donations should be brought to the attention of the Managing Director immediately.

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7. Tender Process

7.1 Any tender processes participated in by any company under YTL Cement should be done in a transparent manner in the bidding process.

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8. Record Keeping & Training

8.1 All employees of YTL Cement are required to complete and undertake all relevant documentation and processes, particularly where it relates to anti-bribery and anti-corruption initiatives.

8.2 Any failure to do so will impact the individual employee’s performance review and where it is a severe non-compliance, an employee may be subject to further disciplinary actions. Where the facts and circumstances require, repeated failure to undertake proper record-keeping or undergoing compulsory trainings may warrant the dismissal of an employee from YTL Cement.

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9. Compliance with the Law

9.1 All employees of YTL Cement and its affiliates are responsible for ensuring that they always comply with all laws and regulations, in particular, the Malaysian Anti-Corruption Commission Act 2009.

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10. Third Parties & Agencies

10.1 YTL Cement requires that all employees conduct the requisite due diligence of third parties that YTL Cement contracts with or hires to carry out any external functions on behalf of YTL Cement, including agents, consultants, contractors, subcontractors, resellers, customs brokers, business contacts, professional advisors, joint venture partners, and any other parties supplying goods and services to YTL Cement (collectively referred to as “Other Applicable Person(s)”).

10.2 Where reimbursements are paid to Other Applicable Persons, employees of YTL Cement are to ensure that such payments made are for proper reimbursements and not for reimbursements that can be tied to giving any form of gratification for improper purposes.

10.3 YTL Cement expects all Other Applicable Persons to read and consider YTL Cement’s ABC Policy and practices against bribery and corruption, and have anti-bribery and anti-corruption policies in place within their organisation or as part of their work ethos, which are consistent with YTL Cement’s ABC Policy.
In the absence of having their own anti-bribery and anti-corruption policies within their organisation, all Other Applicable Persons are required to comply with YTL Cement’s ABC Policy.

10.4 YTL Cement has zero tolerance for Other Applicable Persons who do not conduct themselves in accordance with the principles of YTL Cement’s ABC Policy where it brings disrepute or legal implications to YTL Cement. Any non-compliance with the principles of YTL Cement’s ABC Policy by Other Applicable Persons may lead to the review and/or termination of any agreement with such parties.

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11. Violation of The ABC Policy

11.1 Any violation of the ABC Policy by employees of YTL Cement will attract serious repercussions and disciplinary action after due inquiry. Where there is strong evidence of bribery and corruption committed by any employee of YTL Cement, the employee can be summarily dismissed and will not be allowed to be employed in any other companies of YTL Cement.

11.2 Employees who are found to have assisted or facilitated the violation of the ABC Policy, whether actively or by way of negligence or omission, will also be deemed to have violated the ABC Policy and committed misconduct that is liable for dismissal from their employment with YTL Cement.

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12. Reporting for Violations of Policy & Whistleblower Rights

12.1 Where there are reasonable grounds and genuine reasons to suspect that there is a violation of the ABC policy, employees of YTL Cement and Other Applicable Persons are required to report the particulars of such suspicions to YTL Cement’s dedicated channel for reporting. Any such reports will be read and addressed by a dedicated compliance team in YTL Cement.

12.2 Any concerns, questions, or reports should be addressed to firstly, their immediate supervisor or Head of Department, or where that is not possible, to other functions such as the Human Resource Department, Legal, or Internal Audit.

12.3 Any reports made for violation of the ABC Policy will be treated very seriously. Employees are responsible for ensuring that:

1. They exercise sound judgment that it is a genuine threat and violation of the ABC Policy;
2. They have evidence to support their allegations of any violations of the ABC Policy;
3. They are available to provide evidence in any inquiry of such violations; and
4. They are not making frivolous reports with the motive to scandalise.

12.4 YTL Cement ensures that there will be no retaliation or repercussions on the employee for making genuine reports on violation of the ABC Policy. Any genuine reports made will be kept strictly confidential and only informed to persons on a need-to-know basis to safeguard the interests of YTL Cement and ensure that any processes undertaken will not be compromised.

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13. Compliance and Review of the Policy

13.1 YTL Cement and its Board of Directors will monitor compliance with the ABC Policy. There is no tolerance or excuse for non-compliance with the ABC Policy.

13.2 Where there is any uncertainty about any practices related to the ABC Policy, employees must always seek the advice of their supervisor or head of department. Where there is still uncertainty, they should direct their concerns to the Human Resource Department, Legal, or Internal Audit.

13.3 The ABC Policy will be reviewed from time to time, and at least once every three years, to ensure that it remains relevant, appropriate, and effective in the enforcement of the principles herein and to ensure continued compliance with prevailing law.

13.4 All employees of YTL Cement are responsible for completing all training modules of the ABC Policy and keeping themselves up-to-date with YTL Cement and their employer’s latest policies and processes, in particular, this ABC Policy, and ensuring that the highest standards of compliance are followed.