Anti-Corruption Policy

Combating corruption. Appen Limited and its subsidiaries (the "Company") operate in a wide range of legal and business environments, many of which pose challenges to our ability to conduct our business operations with integrity. As a company, we are committed to conducting ourselves according to the highest standards of ethical conduct, including a zero tolerance for bribery and corruption. Throughout its operations, the Company seeks to avoid even the appearance of impropriety in the actions of its officers, employees and agents.

Many countries have ratified the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (OECD Convention). Australia ratified the OECD Convention in 1999 and also a party to the UN Convention against Corruption (UNCAC) of 2003. This Anti-Corruption Policy ("Policy") sets out our commitment to integrity, and explains the specific requirements and prohibitions applicable to our operations under the anti-corruption provisions of Division 70 of the Australian Criminal Code Act (19950 (Cth), the US Foreign Corrupt Practices Act ("FCPA"), the UK Bribery Act and all other applicable laws (collectively, “Anti-Corruption Laws”). The Policy contains information and guidance intended to prohibit and prevent corruption and bribery from occurring in the Company's activities. The Company strictly prohibits all forms of bribery and corruption and will take all necessary steps to ensure that it does not occur in its business activities.

Under the Australian law it is an offence to provide, offer or promise to provide a benefit not legitimately due to another person, with the intention of influencing the exercise of a foreign public official’s duties in order to obtain a business advantage. Under the FCPA, it is illegal for US persons, including US companies and their subsidiaries, officers, employees and agents, to bribe foreign (i.e., non-US) public officials to secure business. Under the UK Bribery Act it is illegal for UK persons and companies to bribe any person (whether foreign public officials or private persons and companies) anywhere in the world to secure business and it is illegal for any person regardless of nationality to offer or pay a bribe in the UK. The same rules apply to requesting or accepting bribes. A bribe is any advantage or anything of value that might induce or reward a person to perform or for performing their functions or activities in a way that is improper in the circumstances. The concept of prohibiting bribery is simple. However, understanding the full scope of the Anti-Corruption Laws is essential as these laws directly affect everyday business interactions between the Company and its customers and foreign governments and government-owned or government-controlled entities.

Violations of Anti-Corruption Laws can also result in violations of other laws, including anti-money laundering laws, mail and wire fraud and conspiracy. The penalties for violating the Anti Corruption Laws are severe. In addition to being subject to Company disciplinary policies (including termination of their employment), individuals who violate Anti-Corruption Laws may also be subject to imprisonment, fines and confiscation and related orders.

Applicability. This Policy is applicable to all of the Company's operations worldwide. This Policy applies to all the Company's executives, officers and employees (for ease of reference, they are referred to as “Employees” in this Policy).

Employees are prohibited from directly or indirectly making, promising, authorizing or offering any
advantage or anything of value to a person on behalf of the Company to secure an improper advantage, improperly obtain or retain business or direct business to any other person or entity. This prohibition includes payments to third-parties knowing, believing or suspecting that the third-party will use any part of the payment to pay bribes.

1. Cash and Non-Cash Payments ("Any advantage or anything of value") Payments that
   violate Anti-Corruption Laws may arise in a variety of settings and include a broad range of payments beyond the obvious cash bribe or kickback. This term is very broad and can include, for example, the following:

   1. Gifts.
   2. Hospitality including travel, meals, lodging, entertainment, gift cards.
   3. Loans, non-arms length transactions.
   4. Internships or employment opportunities.
   5. Political donations.
   6. Charitable donations.

2. Foreign Government Official. The term “foreign government official" is widely defined
   under anti-bribery legislation and includes:

   1. Officers or employees of a foreign government or any department, agency or instrumentality thereof or individuals who hold a legislative, administrative or judicial position of any kind, whether appointed or elected, or exercise a public function for or on behalf of a foreign country or territory.
   2. Officers or employees of a company or business owned in whole or in part by a
      government ("state owned or controlled enterprises").
   3. Officers, employees, officials or agents of a public international organization
      (such as the United Nations, World Bank or the European Union).
   4. Foreign political parties or officials thereof.
   5. Candidates for political office.

   The term also includes spouses or other immediate family members of foreign officials.

The following payments are permitted by law:

1. 1. Promotional Hospitality and Marketing Expenses. In some limited cases, the Company
      may pay for the cost of meals, lodging or travel for a foreign government official if, and only if, the expenses are bona fide, modest, reasonable, proportionate and directly related to the promotion,
      demonstration or explanation of Company products or services. You must obtain approval for such costs from the Legal Department and the SVP responsible for your group. This is to ensure it is clear that such payments are not intended, and cannot be perceived as being intended, to influence the foreign public official in the exercise of his or her public functions.
   2. Promotional Gifts. Promotional gifts of nominal value may be given as a courtesy in
      recognition of services rendered or to promote goodwill. These gifts must be nominal in value and should generally bear the trademark of the Company or one of its products. Gifts of substantial value or lavish entertainment, even if customary in the foreign country, will not be permitted. No gifts may be made to US government officials under any circumstances. All gifts (direct or indirect) and entertainment of foreign government officials, officials of foreign political parties, or candidates of foreign political office that are not permitted in this section require approval from the Legal Department (legal@appen.com) and the SVP responsible for your group. Gifts to foreign government officials of cash or items readily converted to cash (such as traveler’s checks, gift cards, or gambling chips at a casino) are prohibited under all circumstances.
   3. Facilitation Payments. In some jurisdictions and under some Anti-Corruption Laws it may
      be permissible to make facilitation payments. Facilitation payments are payments of a minor nature, made for the sole or dominant purpose of expediting or securing the performance of a routine government action of minor nature (the action must be one the official was bound to perform regardless). The specific details of the payment must be properly recorded as soon as reasonably practicable. Some jurisdictions do not permit facilitation payments of any kind. For example, the UK law does not permit facilitation payments. Facilitation payments require approval from the Legal Department (legal@appen.com) and the SVP responsible for your group.

All improper payments, gifts, entertainment, or promotional expenses, regardless of their value, are prohibited.

Employees of Company should be aware of “Red Flags” which might indicate that a transaction is high risk and report their concerns to their managers, who will then escalate to the Legal Department (legal@appen.com) as appropriate. Such “Red Flags” might include:

• Third-party refuses to certify compliance with anti-bribery requirements
• Third-party refuses to complete agent/consultant/third-party questionnaire regarding relationship with or interests involving foreign government officials
• Third-party does not appear to be qualified or sufficiently experienced to perform the duties for which it is engaged to assist the Company
• Third-party is related or connected to a governmental official or has been recommended by acustomer or government official
• Third party does not live in the country where the customer or project is located
• The country in which the business is transacted has a reputation for corruption and bribery
• The industry in which the business is transacted has a reputation or history of anticorruption problems
• Breakup of a company or association with one or more foreign companies is unexplained or inadequately explained
• Requests for commissions to be paid to an off-shore jurisdiction, a country unconnected with the transaction, to a third party, in currencies other than local currency, or in cash or untraceable funds
• Requests for commissions or payments that are not commensurate with the services to be provided
• Heavy reliance by party on political or government contacts as opposed to knowledgeable staff and investment of time to promote the Company’s interests
• Refusal or inability to develop or implement a market strategy
• A desire to keep third party representation secret
• Relationship problems with other foreign companies
• Third-party acts for other companies or individuals with a questionable reputation
• Business rationale for using third-party is unclear or insufficient
• Vague, non-specific description for payments made in entries
• Documents conceal the true identity of an in-country representative or agent
• Payment descriptions that do not correspond to the appropriate account
• General purpose or miscellaneous accounts that can be used to hide improper payments
• Over-invoicing or false invoices
• Unrecorded accounts or transactions
• Travel and expense forms with incomplete information that are used to obtain cash for improper payments
• Submission of false or inaccurate expense account reports
• Third party requires all or a significant proportion of commission before or immediately upon award of the contract by the customer to the company
• Misstatement of transactions, e.g., recording a payment to the wrong payee

Employees must attend Company’s anti-corruption trainings and be familiar with and perform their duties according to the requirements set out in this Policy. Employees will be required to acknowledge this Policy and also to certify compliance on an annual basis (see Appendix 1).

Employees who violate this Policy are subject to disciplinary action, up to and including dismissal. This Policy does not alter the employment-at-will relationship, as applicable, between the employee and the Company.

Employees may also be required to inform company’s business partners, resellers, distributors and any other third-party representatives that provide services to the Company or have or likely to have contact with the Company’s customers that they will need to sign and comply with any Supplier/Representative Code of Conduct, which includes Company’s anti-corruption policies, developed by Company.

In some cases, the Company may require appropriate due diligence be conducted before initiating a relationship with any representative, which typically will include considering such factors as the representative’s qualifications for the position or task at issue, whether the representative has personal or professional ties to the government, the number and reputation of the representative’s clientele, its reputation with local bankers, clients, and other business associates, the reasonableness of its compensation, the absence of secret partners, and the existence of any “red flags.”

Any Employee who suspects that this Policy may have been violated must immediately notify the Company as specified in section entitled "Reporting Policy Violations" below. Any person who, in good faith, reports suspected legal, ethical or Policy violations will not suffer any adverse consequence for doing so. When in doubt about the appropriateness of any conduct, the Company requires that you seek additional guidance before taking any action that may subject the Company to potential liability for breach of anti-bribery and corruption legislation.

If you have any questions relating to Company’s Anti-Corruption Policy and Standards of Conduct, please contact the Legal Department at legal@appen.com.