Anti-Corruption and Anti-Bribery Policy

This Anti-Corruption and Anti-Bribery Policy was last updated on 21 October 2026.

1. Purpose

Bribery and corruption destroy trust and put individuals and the whole organisation at serious legal risk. This Anti-Corruption and Anti-Bribery Policy (the "Policy") sets out what is not allowed, what is allowed, and what to do when bribery or corruption is offered, asked for or suspected. It gives everyone the tools to identify and combat these risks.

2. Scope

This Policy applies to Green Earth Group N.V. (the "Company") and its majority-owned or controlled subsidiaries worldwide (together, "Green Earth").

It applies to everyone who works for or represents Green Earth: the executive and non-executive directors of the management board of the Company (the "Board"), officers, employees, field officers, managers, contractors, and agents and other third parties acting on Green Earth's behalf. It applies in every country where Green Earth operates, regardless of a person's nationality, place of residence or location.

The Code of Conduct refers to this Policy for gifts and invitations.

3. Definitions

Bribery: offering, promising, giving, receiving or asking for anything of value to influence a decision or action.
Anything of value: cash, gifts, favours, discounts, meals, hospitality or any other benefit.
Corruption: using power or position dishonestly for personal gain, or helping someone else to do so.
Facilitation payment: a small, unofficial payment to speed up a routine service, for example to have a government form processed faster.
Public official: a government official or representative, including officials and staff of regulators and other public authorities.

4. Applicable laws

Everyone covered by this Policy must comply with all applicable anti-bribery, anti-corruption, anti-money laundering and sanctions laws, including the local laws of every country in which Green Earth does business, such as Kenya and Uganda. Where local law is stricter than this Policy, local law applies.

The Company is incorporated in the Netherlands, and Dutch criminal law applies to it and to its people. The Dutch Criminal Code (Wetboek van Strafrecht, "Sr") makes the following criminal offences:

bribery of public officials: offering or giving a gift, promise or service to a public official (active bribery, article 177 Sr) and a public official accepting or asking for one (passive bribery, article 363 Sr);
bribery of judges (articles 178 and 364 Sr);
bribery of foreign public officials and officials of international organisations, which is treated in the same way as bribery of Dutch officials (article 178a Sr);
private-sector (non-official) bribery: offering or giving a gift, promise or service to an employee or agent of a business, or that employee or agent accepting or asking for one, in breach of their duty (article 328ter Sr).

A company can itself commit these offences, and both the company and the people who ordered or actually directed the conduct can be prosecuted (article 51 Sr). Dutch criminal law also applies to Dutch nationals who commit these offences outside the Netherlands (article 7 Sr), so the rules in this Policy go with you wherever you work.

Money laundering is a criminal offence under articles 420bis to 420quater Sr. Sanctions are set by the European Union and the United Nations and, in the Netherlands, enforced under the Sanctions Act 1977 (Sanctiewet 1977). Breaching them is a criminal offence.

5. What is not allowed

Giving, promising, offering or authorising anything of value to a public official to obtain or retain business, or to improperly influence the official's actions.
Offering or giving a bribe or any other corrupt payment or advantage to anyone else, including business partners, farmers and colleagues.
Accepting or asking for a bribe, or accepting a gift that is meant to influence your decisions.
Making a facilitation payment, even when asked to, except as set out in section 8.
Asking or allowing someone else to pay a bribe on your or Green Earth's behalf.
Covering up or ignoring bribery or corruption that you become aware of.

6. Gifts, hospitality and permitted payments

The following are allowed, provided there is no intent to influence a decision:

Reasonable hospitality, such as a shared meal, and a small token gift, for example at a community event.
Incentive payments to farmers that are part of an official, documented programme.
Transparent payments of official fees to government offices, provided they are approved and receipted.

Whatever its value, a gift or invitation is never given or accepted:

in return for a decision, an order or any other favour;
while a quotation, tender or contract negotiation with the other party is under way;
in the form of cash, vouchers or other cash equivalents.

If you are unsure whether something is allowed, ask your line manager or Country Director before you offer or accept anything.

7. Public officials and regulators

Nothing of value may be provided to a public official without prior approval under Green Earth's internal procedures, and a record is kept of every gift, item of value or cost provided. When a public official or regulator visits Green Earth, or attends anything Green Earth organises, the following rules apply:

Hotel, transport, venue and meals are paid only to the supplier, against an invoice in the name of the Green Earth entity concerned. Nothing is paid to the official.
A daily or sitting allowance is paid only where the official's authority requires it in writing, at the authority's published rate, and it is paid to the authority. It is never paid in cash to an individual.
Every cost is approved in advance and recorded.
No costs are paid for companions, leisure, extra nights or upgrades, and no gifts are given beyond the token items described in section 6.

8. Facilitation payments under threat

Facilitation payments are prohibited. The only exception is a payment demanded under an immediate threat to someone's health, safety or liberty, for example at a checkpoint where a person is threatened with violence or detention. In that situation, personal safety comes first: make the payment if you have no safe alternative.

Report the payment immediately, and at the latest within 24 hours, to your line manager or Country Director and to the Compliance Officer. Write down what happened (who, what, when, where, the amount and the threat) and give that record to the Compliance Officer. The payment is recorded accurately in the books as a payment made under duress. It is never disguised as another expense.

9. Third parties and due diligence

Green Earth conducts due diligence on all third parties, including agents, consultants, distributors and joint venture partners, to ensure that they comply with this Policy.

10. Anti-money laundering, sanctions and internal controls

Green Earth does not allow itself to be used for money laundering, terrorist financing or the evasion of sanctions. It applies the following controls:

Know your customer and counterparty. Before Green Earth enters into a transaction, it identifies the buyer of carbon credits, investor, supplier, agent or other counterparty and its ultimate beneficial owners, and checks that the counterparty is who it says it is. The depth of the check depends on the risk of the counterparty, the country and the size of the transaction.
Sanctions screening. Counterparties and their beneficial owners are screened against the sanctions lists of the European Union and the United Nations, and other lists that apply, before onboarding and again when a relationship changes or the lists are updated. No business is done with a sanctioned person, and no funds or economic resources are made available to one.
Payments. Payments are made and received only by bank transfer to or from an account in the name of the counterparty, in the country where it is based or operates. Cash payments, payments through unknown third parties and payments split to avoid an approval are not allowed.
Segregation of duties and approval. No one person can both approve and make a payment. Payments, contracts and credit transfers are approved in line with the Company's authority levels and are supported by documents.
Registry checks. Carbon credits are transferred or retired only to or for the counterparty that has passed the checks above.

Red flags

Stop and escalate if you see, for example:

a counterparty that will not identify its owners, or whose structure has no clear business reason;
a request to pay or be paid in cash, in a third country, through a third party or into a different account;
a price, commission or fee far above or below the market, or an unusual hurry or secrecy;
a buyer of carbon credits that is not interested in the project, the vintage or the price, or that wants to resell immediately;
a link to a sanctioned country, person or sector;
an agent or intermediary proposed by a public official, or one without the experience or resources for the service.

Escalation

If you see a red flag, do not go ahead with the transaction. Report it immediately to the Compliance Officer, who decides whether further checks are needed, whether the transaction may proceed and whether a report must be made to the authorities. Do not tell the counterparty that a concern has been raised.

11. Donations, sponsorship and political contributions

Green Earth does not make contributions to political parties, politicians or candidates for public office, in money or in kind.
A charitable donation or sponsorship is allowed only if it is made to an organisation, not to an individual, serves a legitimate purpose, is not linked to any decision that Green Earth is seeking, has been checked under section 10, is approved in advance in line with the Company's authority levels, and is recorded.
No donation or sponsorship is made at the request of, or to benefit, a public official or a business partner who can influence a decision about Green Earth.

The Public and Political Engagement Policy sets out the further rules on political activity and engagement with public bodies.

12. Conflicts of interest and lobbying

A conflict of interest can lead to corruption or look like it. Declare any personal interest in a decision, contract or counterparty before you take part in it, as set out in the Conflict of Interest Policy.

Lobbying and other contact with public officials to influence legislation, regulation or public decisions is carried out only by people authorised to do so, openly, and in line with the Public and Political Engagement Policy. Nothing of value may be offered to influence such a decision.

13. Record keeping

Green Earth keeps accurate books and records and maintains adequate internal controls in accordance with applicable laws. This includes records of all gifts, items of value and costs provided to public officials, of payments made under section 8, of the checks made under section 10, and the written record of any bribe offered or requested (see section 17).

14. Training and awareness

Employees must complete training on this Policy and on anti-bribery laws every year.

15. Monitoring and reporting to the Board

The Compliance Officer keeps a register of reports, red flags, payments made under section 8 and the action taken.
Compliance with this Policy, including the controls in section 10, is audited periodically on a risk basis, by the Compliance Officer or by an internal or external auditor appointed for that purpose.
Each year the Compliance Officer reports to the Audit Committee, and through it to the Board, on the bribery, corruption, money laundering and sanctions risks, the reports received, the breaches found, the results of the audits and the measures taken.

16. Roles and responsibilities

Post	Responsibility
Everyone covered by this Policy	Follows this Policy, completes the annual training and reports any incident or concern.
Line managers	Receive and act on reports, and set the example of correct behaviour.
Country Director	Enforces this Policy within the venture and escalates to the Compliance Officer where needed.
Compliance Officer	Final authority on the application of this Policy; handles serious cases and cases involving more than one Green Earth entity; decides on escalated red flags; keeps the register and reports each year to the Audit Committee and the Board.
Head of Legal	Owns this Policy and keeps it under review.
Audit Committee	Receives the annual report and oversees the audits and the internal controls in this Policy.
Board	Oversees this Policy; the Chief Executive Officer approves it and any changes to it on the Board's behalf, and receives the annual report.

17. Reporting concerns

If you are offered or asked for a bribe

Decline politely. You do not need to explain; "I am not able to accept this" is enough.
Do not accuse or confront the person in public.
Report it to your line manager or Country Director within 24 hours.
Write down what happened (who, what, when and where) and keep it for the record.

If you suspect bribery or corruption

Report it to the Compliance Officer or through the process set out in the Whistleblower and Non-Retaliation Policy, which is available to all staff. You are protected from retaliation. A report about the Chief Executive Officer goes to the chair of the Board.

Anyone outside Green Earth who has a concern can contact the Company at contact@green.earth or through the contact form at https://www.green.earth/contact.

18. Breaches

Anyone who gives or accepts a bribe, or who knowingly covers up bribery, faces disciplinary action up to and including termination of employment. Depending on the country and the circumstances, criminal charges may follow.

A breach of anti-bribery laws can lead to severe civil and criminal penalties for Green Earth and for the individuals involved, including imprisonment, and can seriously harm Green Earth's reputation.

19. Approval and review

The Chief Executive Officer approves this Policy and any changes to it on behalf of the Board. The Head of Legal owns this Policy and reviews it at least every two years.

This Policy takes effect on the date of approval. It replaces the Anti-Corruption and Anti-Bribery Policy issued by the Company, then named DGB Group N.V., on 24 May 2023.