ANTI BRIBERY Anti-Bribery Guidelines

ENECHANGE Group has established the following basic guidelines on anti-bribery, in accordance with our fundamental management philosophy, and we kindly request the understanding and cooperation of everyone inside and outside the company.

1. Fundamental Policy on the Prevention of Bribery

1. Based on the management philosophy of the ENECHANGE Group, we will comply with laws and social norms, maintain sound and appropriate business relationships with our business partners, promote mutual trust, and strictly prohibit bribery.
2. We will comply with the relevant laws and regulations of each country, including the Criminal Code of Japan, the Unfair Competition Prevention Act, the U.S. Foreign Corrupt Practices Act (FCPA), and the UK Bribery Act 2010 (UKBA), and in the event of any occurrence of bribery, we will take necessary actions and procedures in accordance with the applicable laws and regulations of each country as the ENECHANGE Group.
3. In our relationships with business partners, we prohibit the provision or receipt of any gifts or services that violate public order and morality or deviate from social norms and common sense.

2. Definition of Terms

1. “Bribery” refers to any act of giving, receiving, promising, demanding, or approving the provision of money, property, or other benefits, or any other improper act, with the intent to influence the performance or decision of a public official or other person in the course of their duties, or to obtain business advantages, regardless of whether such acts occur domestically or internationally.
2. “Public official or other person” refers to any of the following:
   1. Persons engaged in public duties for the government or local public entities (including cabinet members, legislators, ambassadors, military personnel, etc.)
   2. Persons engaged in administrative duties for government-related agencies
   3. Officers and employees of public corporations
   4. Persons engaged in public duties for public international organizations
   5. Persons authorized by the government, local public entities, or public international organizations to exercise their authority
   6. Officers and employees of political parties
   7. Candidates for public office
   8. Persons equivalent to those listed in items (a.) to (g.) above
3. “Business advantage” refers to tangible or intangible economic value or other general benefits obtained in the course of conducting business.
4. “Money or other benefits” refers to not only property interests but also anything that satisfies human needs or desires.

3. Specific action guidelines

1. Prohibition of Bribery and Gratuity to Public Officials
   ENECHANGE Group officers and employees (hereinafter referred to as “officers and employees”) hereby declare that they will not engage in the following acts.
   1. Bribery of public officials
   2. Acceptance of bribes
   3. Facilitating, aiding, or conspiring in bribery
2. Entertainment and gifts to business partners other than public officials
   We, the officers and employees of the ENECHANGE Group, will provide hospitality, gifts, benefits, or other economic advantages to business partners who are not public officials or public officials, in compliance with the laws and regulations of each country and within the scope deemed reasonable under generally accepted social norms. Additionally, we will not accept excessive hospitality or gifts that exceed the scope of social etiquette, even from business partners who are not public officials or public officials.

4. Organizational structure

ENECHANGE Group will establish the following structure.

1. Establishment of regulations
   If an employee violates this Anti-Bribery Policy, strict disciplinary measures will be taken in accordance with the relevant regulations.
2. Employee training
3. Record retention

In order to prove that no bribery has been committed within our group, we will accurately and appropriately record all expenditures, including payments to third parties, in accounting books and other records with reasonable detail.

5. Request to our business partners

1. We kindly request that our business partners ensure that all officers, employees, and their own business partners are fully informed of the purpose of this Anti-Bribery Policy.
2. ENECHANGE Group may request that business partners cooperate in surveys or submit documents related to anti-bribery measures in order to verify their anti-bribery systems when conducting transactions with them. We kindly request your understanding and cooperation in this matter.
3. If you become aware of any conduct that violates this Anti-Bribery Policy or relevant laws and regulations, or any conduct that is suspected of such violations, please promptly notify the relevant ENECHANGE Group company with which you have a business relationship.
4. We kindly request your cooperation in any investigations conducted by the relevant ENECHANGE Group company or relevant authorities regarding any violations or suspected violations.

Established on May 1, 2020

ENECHANGE Ltd.

Tomoya Maruoka,Representative Director and CEO