Anti-Bribery and Anti-Corruption (ABAC) policies

Purpose

The main objectives of this RIV Technologies FZE (“RIV Technologies” or the “Company”) Anti-Bribery and Anti-Corruption (“ABAC”) policy are:

(i) clearly articulate the Company’s commitment to prohibiting bribery and corruption and to be in compliance with applicable ABAC laws;

(ii) define principles for identifying and preventing potential bribery and corruption in order to protect the integrity and reputation of the Company; and

(iii) clearly communicate ABAC principles both to internal and external stakeholders.

Applicability

This policy applies to all employees (whether full time, part time, temporary, interns, secondees, or any other position within the Company), officers, senior management, and directors of RIV Technologies, as well as any third parties, such as suppliers or outsourced functions, who perform activities on behalf of RIV Technologies.

Implementation

RIV Technologies’ compliance officer is responsible for:

(i) Implementing this anti-bribery and anti-corruption policy;

(ii) Monitoring its effectiveness through audits and risk assessments;

(iii) Ensuring all employees are trained and aware of their obligations;

(iv) Reporting any violations to the Board and relevant authorities;

(v) communicating with relevant employees, departments, and third parties (including VARA) as necessary;

(vi) managing the investigation process of any violations under this policy;

(vii) taking the necessary action in case evidence of any criminal activity is uncovered pursuant to any investigation;

(viii) taking the necessary action in case a RIV Technologies employee is found to have violated this policy; and

The Compliance Officer (CO) will monitor the effectiveness of the anti-bribery and anti-corruption policy on a regular basis to ensure its continued compliance with VARA regulations. Any deficiencies identified during monitoring shall be addressed as soon as possible, and corrective actions shall be documented.

General Principles

The principles described in this policy emanate from RIV Technologies’ commitment to integrity and honesty in doing business. RIV Technologies has a zero-tolerance approach towards acts of bribery and corruption and prohibits them in any form, whether directly or indirectly. RIV Technologies will not tolerate its employees or third parties in any kind of relationship with RIV Technologies being involved in acts of bribery and corruption. RIV Technologies reserves the right to terminate the relationship with any third party where such party is found to have been guilty of a bribery or corruption offense.

RIV Technologies FZE ensures that the Board and all Staff comply with all applicable anti-bribery and anti-corruption laws and regulations in all jurisdictions in which they operate. Furthermore, our policy allows for reports to be made by entities outside of the VASP, and we are committed to protecting the identity and confidentiality of any entity that makes a report at all times.

RIV Technologies commits to proactively and zealously combat bribery and corruption in the environment within which we operate. We shall do this by promoting integrity and corruption-free way of doing business among the wide range of our stakeholders. RIV Technologies strives to be an industry role model by implementing best ABAC standards and practices, as well as investing into training and awareness of its employees.

The Board of RIV Technologies FZE has the overall responsibility for ensuring that the Anti-Bribery and Anti-Corruption Policy is up-to-date and complies with all applicable laws and regulations in all jurisdictions where the VASP conducts its business.

Prohibited Acts

It is prohibited for any members of the Board of Directors and all staff of RIV Technologies, to do any of the following:

(a) give, promise to give, or offer, a payment, gift or hospitality to a third party or otherwise engage in or permit a bribery offence to occur, with the expectation or hope that an advantage in business will be received or to reward a business advantage already given;

(b) give, promise to give, or offer, a payment, gift or hospitality to a third party to facilitate or expedite a routine procedure;

(c) give, promise to give, or offer, employment, internship, training, salary increase, promotion, or the like to a third party, with the expectation or hope that an advantage in business will be received or to reward a business advantage already given;

(d) accept a payment, gift or hospitality from a third party if it knows or suspects that such payment, gift or hospitality is offered or provided with an expectation that a business advantage will be provided by RIV Technologies in return;

(e) threaten or retaliate against another member of the Board or staff who has refused to commit a bribery offence or who has raised concerns; and

(f) generally, to engage in any activity that might lead to a breach of applicable ABAC laws, rules, and/or regulations.

In relation to the above prohibitions, exceptions are made for the following:

(a) any charitable contribution, sponsorship, donation, or membership fees made in good faith and not aimed to gain any business or other advantage that may be considered improper, as long as in each instance they are not used as a subterfuge for bribery;

(b) gifts and business hospitality to express esteem, appreciation, and gratitude, as long as done in the normal, legitimate part of doing business, subject to a maximum amount of 5 for every business year;

No Corrupt Payments

RIV Technologies FZE strictly prohibits the offering, giving, receiving, or soliciting of any form of bribery or corrupt payment, including but not limited to:

• Kickbacks, facilitation payments, or other inducements

• Improper gifts, hospitality, or favors intended to influence business decisions

• Any payments to government officials or regulators to obtain favorable treatment

Employees and third parties acting on behalf of RIV Technologies must not engage in any activity that could be interpreted as a violation of anti-bribery laws. Any suspected violations must be reported immediately.

Reporting

To detect any possible act of bribery or corruption, any behavior in breach of ABAC laws and regulations, or breach of principles of this policy, RIV Technologies relies on its employees and other third parties it does business with, and encourages them, to raise concerns and report suspicions, related to possible bribery, as early as possible.

Any member of the Board or Staff must report to the Compliance Officer as soon as possible if they believe or suspect that an action in conflict with the Anti-Bribery and Anti-Corruption rules in this policy has occurred, may occur, or has been solicited by any other entity.

RIV Technologies has established secure and anonymous reporting mechanisms to report any suspected violations of anti-bribery laws. Reports can be submitted via:

• Confidential Email: co@riv-technologies.com

• Dedicated Telephone Line: +971 4 526 4960

All reports will be treated confidentially, and retaliation against whistleblowers is strictly prohibited.

Investigation Procedure

The CO shall investigate any report of a violation or possible violation of this policy and shall follow the below procedures:

(i) An investigation file should be opened. In the case of an oral report, the CO should prepare a written summary.

(ii) The CO shall advise the Board of the existence of an investigation.

(iii) The CO shall appoint an independent entity who shall promptly commission the conduct of an investigation. The investigation will document all relevant facts, including entities involved, times and dates.

(iv) The identity of the individual disclosing relevant information to the CO should be treated in accordance with applicable UAE laws and regulations.

(v) On completion of the investigation, a written investigation report will be provided by the entity employed to conduct the investigation to the CO. If any unlawful conduct is found, the CO must advise the Board accordingly.

(vi) If any unlawful conduct is found, RIV Technologies shall take such remedial action as the Board deems appropriate to achieve compliance with this policy and all applicable ABAC laws. The entity employed to conduct the investigation shall prepare a written summary of the remedial actions taken.

(vii) The written investigation report and a written summary of the remedial actions taken shall be retained by the CO for a period of no less than eight (8) years from completion of the remedial action. Such reports shall be made available to VARA upon request.

Consequences of Policy Breaches

RIV Technologies FZE considers breaches of the Anti-Bribery and Anti-Corruption policy to be serious offenses. In line with VARA Compliance and Risk Management Rulebook – Rule VI.F, consequences for breaches may include disciplinary action, up to and including termination of employment or contractual relationships, legal action, and reporting to relevant authorities.

The company is committed to enforcing this policy rigorously and taking appropriate action in response to any violations.

If any unlawful conduct in breach of this policy or VARA’s Anti-Bribery & Anti-Corruption Rules (Rule VI) is identified, RIV Technologies FZE will immediately report the violation to VARA. The Compliance Officer will be responsible for preparing a detailed incident report and submitting it to the regulator without undue delay.

Ongoing ABAC Training

One of the key tasks of this policy is to establish and maintain a culture where bribery or corruption is never acceptable. For this purpose, RIV Technologies is investing in its employees’ knowledge and awareness to ensure a minimum knowledge of ABAC policies. Employees must undertake a mandatory ABAC training once every year.

Training on the anti-bribery and anti-corruption policy shall form part of the induction program for all new hires and as well for all new Board members, ensuring that they are fully aware of their responsibilities and the company’s commitment to preventing bribery and corruption from the outset of their appointment.

All members of the Board will participate in all ABAC training sessions on a regular basis, alongside other employees, to ensure a thorough understanding and compliance with our anti-bribery and anti-corruption policies.

Contact Us

If you have any questions or concerns regarding this policy, please contact us by sending an email to the RIV Technologies Compliance Officer at: co@riv-technologies.com.

ABAC Policy

Complaints Policy

Whistleblowing Policy

Conflicts Of Interest Policy

Regulatory Compliance Disclosure