MEGA SQUARE SDN BHD

Anti-Bribery & Anti-Corruption Policy & Whistle-Blowing Policy

Document No. : MSSB-005

Rev.01

MSSB Anti-Bribery & Anti-Corruption Policy &Whistle-Blowing Policy

1. What does our policy cover?

1.1. This anti-bribery policy exists to set out the responsibilities of MSSB and those who work for us

in regards to observing and upholding our zero-tolerance position on bribery and corruption.

1.2. It also exists to act as a source of information and guidance for those working for MSSB . It

helps them recognise and deal with bribery and corruption issues, as well as understand their
responsibilities.

2. Policy statement

2.1. MSSB is committed to conducting business in an ethical and honest manner, and is committed to

implementing and enforcing systems that ensure bribery is prevented. MSSB has zero-tolerance
for bribery and corrupt activities. We are committed to acting professionally, fairly, and with
integrity in all business dealings and relationships, wherever in the country we operate.

2.2. MSSB will constantly uphold all laws relating to anti-bribery and corruption in all the jurisdictions

in which we operate. We are bound by the laws of the Malaysia (in particular, the Malaysian Anti-
Corruption Commission Act 2009).

2.3. MSSB recognises that bribery and corruption are punishable in according to the applicable laws. If

our company is discovered to have taken part in corrupt activities, we may be subjected to an
unlimited fine, be excluded from tendering for public contracts, and face serious damage to our
reputation. It is with this in mind that we commit to preventing bribery and corruption in our
business, and take our legal responsibilities seriously.

3. Who is covered by the policy?

3.1 This anti-bribery policy applies to all employees (whether temporary, fixed-term, or

permanent), consultants, contractors, trainees, seconded staff, , casual workers, agency staff,
volunteers, interns, agents, sponsors, or any other person or persons associated with us
(including third parties), or any of our subsidiaries or their employees, no matter where they
are located (within or outside of the Malaysia). The policy also applies to Officers, Trustees,
Board, and/or Committee members at any level.

3.2 In the context of this policy, third-party refers to any individual or organisation our

company meets and works with. It refers to actual and potential clients, customers, suppliers,
distributors, business contacts, agents, advisers, and government and public bodies – this
includes their advisors, representatives and officials, politicians, and public parties. We expect
all relevant third parties to act consistently with this Policy and observe the same principles to
uphold our zero- tolerance position towards bribery and corruption.

3.3 Any arrangements our company makes with a third party is subject to clear contractual terms,

including specific provisions that require the third party to comply with minimum standards
and procedures relating to anti-bribery and corruption.

MEGA SQUARE SDN BHD

Anti-Bribery & Anti-Corruption Policy & Whistle-Blowing Policy

Document No. : MSSB-005

Rev.01

4. Definition of bribery

4.1 Bribery refers to the act of offering, giving, promising, asking, agreeing, receiving, accepting, or

soliciting something of value or of an advantage so to induce or influence an action or decision.

4.2 A bribe refers to any inducement, reward, or object/item of value offered to another individual

in order to gain commercial, contractual, regulatory, or personal advantage.

4.3 Bribery is not limited to the act of offering a bribe. If an individual is on the receiving end of

a bribe and they accept it, they are also breaking the law.

4.4 Bribery is illegal. Employees must not engage in any form of bribery, whether it be directly,

passively  (as  described above),  or through a third party  (such as an agent or distributor). They
must not  bribe a  foreign  public official  anywhere  in the world.  They  must  not  accept bribes  in
any  degree  and  if  they  are  uncertain  about  whether  something  is  a  bribe  or  a  gift  or  act  of
hospitality,  they  must  seek  further  advice  from  the  company’s  General  Manager  or  P&A
Manager.

5. What is and what is NOT acceptable

5.1 This section of the policy refers to 4 areas:

• Gifts and hospitality.
• Facilitation payments.
• Political contributions.
• Charitable contributions.

5.2 Gifts and hospitality MSSB accept normal and appropriate gestures of hospitality and goodwill

(whether given to/received from third parties) so long as the giving or receiving of gifts meets
the following requirements:

a) It is not made with the intention of influencing the party to whom it is being given, to

obtain or reward the retention of a business or a business advantage, or as an explicit or
implicit exchange for favours or benefits.

b)  It is not made with the suggestion that a return favour is expected.
c)  It is in compliance with local law.
d)  It  is  given  in  the  name  of  the  company,  not  in  an

individual’s name.

e) It does not include cash or a cash equivalent (e.g., a voucher or gift

certificate).

It is appropriate for the circumstances (e.g., giving small gifts around festive season or as
a small thank you to a company for helping with a large project upon completion) subject
to point (i) below.

g) It is of an appropriate type and value and given at an appropriate time, taking into

account the reason for the gift. 4

h) It is not selectively given to a key, influential person, clearly with the intention of

directly influencing them.

It is not above a certain excessive value, as pre-determined by the company’s General
Manager or P&A Manager (usually not in excess of MYR100).

It is not offer to, or accepted from, a government official or representative or politician or
political party, without the prior approval of the company’s General Manager or P&A
Manager.

MEGA SQUARE SDN BHD

Anti-Bribery & Anti-Corruption Policy & Whistle-Blowing Policy

Document No. : MSSB-005

Rev.01

5.3 The intention behind a gift being given/received should always be considered. If there is any

uncertainty, the advice of the General Manager or P&A Manager should be sought.

5.4 Facilitation Payments and Kickbacks MSSB does not accept and will not make any form of

facilitation payments of any nature. We recognise that facilitation payments are a form of
bribery that involves expediting or facilitating the performance of a public official for a routine
governmental action. We recognise that they tend to be made by low level officials with the
intention of securing or speeding up the performance of a certain duty or action.

5.5 MSSB does not allow kickbacks to be made or accepted. We recognise that kickbacks are

typically made in exchange for a business favour or advantage.

5.6 MSSB recognises that, despite our strict policy on facilitation payments and kickbacks, in

exceptional circumstances, employees may face a situation where avoiding a facilitation
payment or kickback may put their/their family’s personal health, security at risk. Under these
circumstances, the following steps must be taken:

a)  Keep any amount to the minimum.
b)  Ask for a receipt, detailing the amount and reason for the payment.
c)  Create a record concerning the payment.
d)  Report this incident to your line manager, General Manager or P&A  Manager.

5.7 Political Contributions MSSB will not make donations, whether in cash, kind, or by any other

means, to support any political parties or candidates. We recognise this may be perceived as an
attempt to gain an improper business advantage.

5.8 Charitable Contributions MSSB accepts (and indeed encourages) the act of donating to

charities– whether through services, knowledge, time, or direct financial contributions (cash or
otherwise) –and agrees to disclose all charitable contributions it makes.

5.9 Employees must be careful to ensure that charitable contributions are not used to facilitate and

conceal acts of bribery.

5.10 We will ensure that all charitable donations made are legal and ethical under local laws and

practices, and that donations are not offered/made without the prior approval of the
General Manager or P&A Manager.

6. Responsibilities

6.1. As an employee of MSSB, you must ensure that you read, understand, and comply with the

information contained within this policy, and with any training or other anti-bribery and
corruption information you are given.

6.2. All employees and those under our control are equally responsible for the prevention,

detection, and reporting of bribery and other forms of corruption. They are required to avoid
any activities that could lead to, or imply, a breach of this anti-bribery policy and where
applicable, coach or guide their subordinate when they have any issue or concern.

6.3. If you have reason to believe or suspect that an instance of bribery or corruption has occurred

or will occur in the future that breaches this policy, you must notify the General Manager or
P&A Manager, email your concern through concern@megasquare.com.my, or raise a concern
through “Let’s Talk” portal (for MSSB’s employee) or the reporting portal available at
www.megasquare.com.my/concern (for third party).

6.4. If any employee breaches this policy, they will face disciplinary action and could face dismissal

for gross misconduct. MSSB has the right to terminate a contractual relationship with an
employee if they breach this anti-bribery policy.

6.5. As a third-party providing goods and/or services to MSSB, you must ensure that you (including

your employees, any personnel and other relevant third parties associated in your provisions or
goods or services to MSSB) read, understand, and comply with the information contained
within this policy, other anti-bribery and corruption information you are given. All third parties
are equally responsible for the prevention, detection, and reporting of bribery and other forms
of corruption and bound by this Policy. Any proven breach by the third party will be subject to a
termination of the existing transaction between MSSB and the relevant third party.

MEGA SQUARE SDN BHD

Anti-Bribery & Anti-Corruption Policy & Whistle-Blowing Policy

Document No. : MSSB-005

Rev.01

7. What happens if I need to raise a concern? Whistle-Blowing Policy

7.1. This section of the policy covers 3 areas:

a.  How to raise a concern.
b.  What to do if you are a victim of bribery or corruption.
c.  Protection.

7.2. How to raise a concern

If  you  suspect  that  there  is  an  instance  of  bribery  or  corrupt  activities  occurring  in
relation to MSSB, you are encouraged to raise your concerns at as early a stage as possible.
If you’re uncertain about whether a certain action or behaviour can be considered bribery
or  corruption,  you  should  speak  to  your  General  Manager  or  P&A  Manager,  email  your
concern  through  concern@megasquare.com.my,  or  raise  a  concern  through  “Let’s  Talk”
portal

(for

MSSB’s

employee)

the

reporting

portal

available

www.megasquare.com.my/concern  (for  third  party).  Both  internal  and  external  portals
provide  an  option  to  raise  the  concern  anonymously.  Confidentiality  will  be  maintained
throughout  the  reporting,  investigation,  and  resolution  process,  and  only  individuals
directly  involved  will  be  informed  on  a  need-to-know  basis,  unless  the  concern  is  raised
anonymously in which MSSB will not be able to notify the person raising the concern. This
whistleblowing policy is extended to all personnel and third parties as stated in section 3 of
this Policy.

7.3. MSSB will communicate to all employees and the relevant third parties of its whistleblowing

procedures so employees or third parties can vocalise their concerns swiftly and confidentially.

7.4. What to do if you are a victim of bribery or corruption

You  must  tell  your  General  Manager  or  P&A    Manager,  email  your  concern  through
concern@megasquare.com.my, or raise a concern through “Let’s Talk” portal (for MSSB’s
employee)  or  the  reporting  portal  available  at  www.megasquare.com.my/concern  (for
third  party)  as  soon  as  possible  if  you  are  offered  a  bribe  by  anyone,  if  you  are  asked  to
make  one,  if  you  suspect  that  you  may  be  bribed  or  asked  to  make  a  bribe  in  the  near
future, or if you have reason to believe that you are a victim of another corrupt activity.

7.5. Protection

If you refuse to accept or offer a bribe or you report a concern relating to potential act(s) of
bribery or corruption, MSSB understands that you may feel worried about potential
repercussions. MSSB will support anyone who raises concerns in good faith under this
policy, even if investigation finds that they were mistaken.

7.6. MSSB is committed to protecting employees or any third party who report potential

bribery or participate in related investigations from any form of r etaliation. MSSB will
ensure that no one suffers any detrimental treatment as a result of refusing to accept or offer
a bribe or other corrupt activities or because they reported a concern relating to potential
act(s) of bribery or corruption.

7.7. Detrimental treatment refers to dismissal, disciplinary action, treats, or unfavourable

treatment in relation to the concern the individual raised.

7.8. MSSB will treat all reports of potential bribery and related investigations with strict

confidentiality to the fullest extent permitted by law.

7.9. If you have reason to believe you’ve been subjected to unjust treatment as a result of a

concern  or  refusal  to  accept  a  bribe,  you  should  inform  your  line  manager  or  the  General
Manager  or  P&A  Manager  immediately,  email  your  concern  through  “Let’s  Talk”  portal  (for
MSSB’s employee) or the reporting portal available at www.megasquare.com.my/concern  (for
third party).

7.10. MSSB will monitor and promptly investigate any allegations of retaliation brought to its

attention. Investigations will be conducted impartially, ensuring fair treatment for all parties
involved.

Appropriate disciplinary actions will be taken against individuals found to have

engaged in retaliation, following due process and in compliance with applicable laws.

MEGA SQUARE SDN BHD

Anti-Bribery & Anti-Corruption Policy & Whistle-Blowing Policy

Document No. : MSSB-005

Rev.01

8. Training and communication

8.1. MSSB will provide training on this policy as part of the induction process for all new employees.

Employees will also receive regular, relevant training on how to adhere to this policy, and will be
asked annually to formally accept that they will comply with this policy.

8.2. MSSB ’s anti-bribery and corruption policy and zero-tolerance attitude will be clearly

communicated to all suppliers, contractors, business partners, and any third-parties at the
outset of business relations, and as appropriate thereafter.

8.3. MSSB will provide relevant anti-bribery and corruption training to employees etc. where we

feel their knowledge of how to comply with the Bribery Act needs to be enhanced.

9. Record keeping

9.1. MSSB will keep detailed and accurate financial records, and will have appropriate internal

controls in place to act as evidence for all payments made. We will declare and keep a written
record of the amount and reason for hospitality or gifts accepted and given, and understand that
gifts and acts of hospitality are subject to managerial review.

10. Monitoring and reviewing

10.1. The management of MSSB has appointed the P&A Manager to be responsible for monitoring

the effectiveness of this policy (including the relevant key performance indicators and other
measures as deemed appropriate) and will review the implementation of it by assessing its
suitability, adequacy, and effectiveness.

10.2. Internal control systems and procedures designed to prevent bribery and corruption are subject

to annual audit to ensure that they are effective in practice.

10.3. Any need for improvements will be applied as soon as possible. Employees and third parties are

encouraged to offer their feedback on this policy if they have any suggestions for how it may be
improved. Feedback of this nature should be addressed to the General Manager or P&A
Manager.

10.4. MSSB may amend this Policy at any time so to improve its effectiveness at combatting bribery

and corruption.