Anti-money Laundering Policy

1. Introduction

1.1      As a  company, we  are  committed to carrying on  business in accordance with the  highest ethical standards.   This includes complying with all applicable laws and regulations aimed at combating money  laundering and terrorist financing. This Policy has been developed by BERKELEYME to reduce the risk of money laundering and terrorist financing associated with its business and the sale of its products. This Policy explains our individual responsibility in complying with anti-money laundering and  counter- terrorist financing laws (“AML Laws”) around the  world  and  ensuring that  any  third  parties  that  we engage to act on our behalf, do the same.

1.2      The management of BERKELEYME is committed to complying with all laws.  Any employee who violates the rules in this Policy or who permits anyone to violate those rules may be subject to appropriate disciplinary action, up to and including dismissal, and may be subject to personal civil or criminal fines.

1.3      If you have  any questions about  this Policy you should contact the Ethics and Compliance or the Legal Department at finance@bl.berkeleyme.com

2. Policy Statement on  AML

2.1      It is BERKELEYME’s policy to comply with all applicable AML Laws in our operations worldwide.  To this end, BERKELEYME will only conduct business with customers who are involved in legitimate business activity and whose funds are derived from legitimate sources.

2.2      This Policy is intended to help employees, contractors, and other third parties acting on the company’s behalf  to understand where  breaches of AML Laws might arise and  to support them  in making the right decisions in line with our corporate position as stated in this Policy.

3. Board Endorsement

3.1      The Board  of BERKELEYME will not criticise management for any loss of business resulting from adherence to this Policy.  No employee or contractor will suffer as a consequence of bringing to the attention of the Board  or senior management, in good  faith, a known or suspected breach of this Policy nor will any employee or contractors suffer any adverse employment or contract decision for abiding by this Policy.

4. Who is subject to this Policy?

4.1      This  Policy  applies  to  BERKELEYME’s  operations  globally,  including  all  legal  entities  worldwide  owned   or controlled by BERKELEYME (including all group companies), and to all directors, officers, employees, contractors, and other third parties acting on behalf of the foregoing.

5. What’s the  risk?

5.1      Violations  of AML Laws may  lead  to severe civil and/or  criminal  penalties  against  companies  and individuals, including significant monetary fines, imprisonment, extradition, blacklisting, revocation of licences, and disqualification of directors.

5.2      In addition, violations of AML Laws can  lead to damaging practical consequences, including harm  to reputation and  commercial relationships, restrictions in the  way we can  do business, and  extensive time and cost in conducting internal investigations and/or defending against government investigations and enforcement actions.

6. What  do we mean by Money Laundering and Terrorist Financing?

6.1      Money  laundering  means exchanging  money  or assets  that  were  obtained  criminally  for money  or other assets that are  ‘clean’. The clean money  or assets don’t have  an obvious link with any criminal

activity. Money laundering also includes money  that’s used to fund terrorism, however it’s obtained.

6.2      The following types of activities are considered to be “money laundering” and are prohibited under  this Policy:

a) the  conversion or  transfer of property  (including money),  knowing or suspecting that  such property  is derived from criminal or certain specified unlawful activity (“criminal property”), for the purpose of concealing or disguising the illicit origin of the property or of assisting any person who  is involved in the  commission of such activity to evade the  legal consequences of his action;

b) conducting a financial transaction which involves criminal property;

c) the concealment or disguise of the true nature, source, location, disposition, movement, rights with respect to, ownership or control of criminal property;

d) the acquisition, possession or use of criminal property;

e) promoting the carrying on of unlawful activity; and

f) participation in, association to commit, attempts to commit and  aiding, abetting, facilitating and counselling the commission of any of the actions mentioned in the foregoing points.

6.3      The broad  definition of money  laundering means that anybody (including any BERKELEYME employee) could be in violation of the  law if  he/she becomes aware of, or suspects, the  existence of criminal property within the business and  becomes involved in or continues to be involved in a matter  which relates to that property  being linked to the business without reporting his/her concerns.

6.4      Property can  be criminal property  where  it derives from any criminal conduct, whether the underlying criminal conduct has taken  place in the country where  you are situated or overseas.

6.5      Terrorist financing may not involve the proceeds of criminal conduct, but rather  an attempt to conceal the origin or intended use of the funds, which will later be used for criminal purposes

7. Red  Flags

7.1      Where   any  suspicions  arise  that  criminal  conduct may  have   taken   place  involving  a  customer, colleague or third party, you should consider whether there  is a risk that money  laundering or terrorist financing has occurred or may occur.

7.2      Some examples of red flags to be reported include:

•  A customer provides insufficient, false or suspicious information or is reluctant to provide complete information
• Methods or volumes of payment that  are  not consistent with the  payment policy or that  are  not customarily used in the course of business, e.g., payments with money  orders, traveller’s checks, and/or  multiple instruments, and payments from unrelated third parties
• Receipts of multiple negotiable instruments to pay a single invoice
• Requests by a customer or partner to pay in cash
• Early  repayments of a  loan,  especially  if  payment is  from  an  unrelated  third  party  or involves another unacceptable form of payment
• Orders or purchases that are inconsistent with the customer’s trade  or business
• Payments to or from third parties that have  no apparent or logical connection with the customer or transaction
• Payment to or from countries considered high risk for money  laundering or terrorist financing
• Payments to or from countries considered to be tax havens or offshore jurisdictions
• Payments from countries unrelated to the transaction or not logical for the customer
• A customer’s business formation documents are from a tax haven, or a country that poses a high risk for money  laundering, terrorism or terrorist financing, or a country  that  is not logical for the customer
• Overpayments followed  by directions  to refund  a  payment, especially  if  requested to send the payment to a third party
• Any customer for whom you cannot determine the true beneficial owner
• Structuring transactions to avoid government reporting or record  keeping requirements
• Unusually complex business structures, payment patterns that reflect no real business purpose
• Wire transfer activity that is not consistent with the business activities of the customer, or which originates or terminates with parties unrelated to the transaction
• Unexpected spikes in a customer’s activities

The  above is not  intended to  be  an  exhaustive list. Deviation from  customer and accepted business practice should alert you  to  further investigate the  activity in accordance with  this Policy.

8. Compliance controls

8.1      Senior management in each BERKELEYME business are responsible for ensuring that their business has a culture of compliance and  effective controls to comply with AML laws and  regulations to prevent, detect and respond to  money   laundering  and   counter-terrorism  financing  and   to  communicate  the  serious consequences of non-compliance to employees.

9. Employee Responsibility

9.1      You have  the  obligation to read  and  follow this Policy, to understand and  identify any red flags that may arise in their business activities and to escalate potential compliance concerns related to AML to Ethics and  Compliance or the Legal Department without notifying anyone involved in the transaction and should not take any actions prior to receiving advice and/or  instructions.

10. Due Diligence and Record Keeping

10.1    It is our  policy to carry  out  due  diligence (“DD”) at  the  outset of any  business relationship and,  if necessary, where  any  red  flags arise subsequently on  our  suppliers, distributors, counterparties, agents and  any person with whom BERKELEYME has an established business relationship that will involve the transfer to or receipt of funds (“Customers”), so we can  be satisfied that they are  who they say they are  and  so that we can  ensure that there  are  no legal barriers to working with them  before contracts are  signed or transactions occur.  Various factors will determine the  appropriate forms and  levels of screening.

10.2    You should escalate any instances where you have  cause for suspicion as a result of carrying out DD and ongoing monitoring to Ethics and  Compliance or the  Legal Department, who  will advise them regarding which tools and processes should be used to facilitate appropriate screening.

10.3    You must, in consultation with the Ethics and Compliance or the Legal Department, carefully consider screening outcomes before deciding whether to do business with the third party.

10.4    Finance managers must regularly monitor and/or review Customers to identify business activity or governance that could indicate money  laundering or terrorist financing is taking place.

10.5    Record-keeping is an essential component of the audit trail required to assist in any investigation. You must maintain records as evidence of the DD and ongoing monitoring undertaken.

11. Non-compliance

11.1    Any BERKELEYME employee or contractor, who violates this Policy may  be  subject to appropriate disciplinary action, independently from potential other penalties resulting from their behaviour.

11.2    Internal Audit shall conduct regular checks on local businesses to ensure compliance with AML Laws.

12. Updates, Review and Ownership

12.1    This Policy may be updated from time, and  the updated version of the Policy will be immediately made available on the BERKELEYME intranet.