Eximex UK Ltd (hereinafter referred to as the “Company”) establishes this Anti-Fraud Policy (the “Anti-Fraud Policy”) as a demonstration of its commitment to the highest possible standards of openness, honesty and accountability in all of its affairs. Based on this commitment, this Anti-Fraud Policy outlines the principles to which we are committed in relation to preventing, reporting, and remediate fraud and corruption and establishing a corporate and working culture that improves the value of ethics and promote the individual responsibility. It also outlines the individuals’ responsibility for dealing with such incidents. This Anti-Fraud Policy applies to the Company and all of its directors, officers and employees (the “Company Personnel” or the “Personnel”), including for the avoidance of doubt any directors, officers and employees of
the Company’s Manager, Eximex UK Ltd.

The primary objective of the Anti-Fraud Policy is to prevent fraud, maintain integrity in the Company’s business dealings, establish procedures and protections that allow employees of the Company and members of the public to act on suspected fraud or corruption with potentially adverse ramifications and to achieve the legitimate business objectives of the Company for the benefit of its clients and suppliers.

In the broadest sense, fraud can encompass any crime for gain that uses deception as its principal method of operation. More precisely, fraud is defined as: “A knowing misrepresentation of the truth or concealment of a material fact to induce another to act to his or her detriment.

Indicatively, for the purpose of this document, fraud may involve:

There is no set monetary threshold that defines a fraud.

There is no need for the fraud to be successful to be viewed as corrupt; the offering can be enough to amount to a criminal offense in certain jurisdictions. These principles apply equally in any country in which the Company operates or carries on business.

Management shall advocate and develop a corporate culture of honesty and integrity, establish controls and
procedures designed to eliminate the likelihood of fraud and to receive, investigate, report and recommend a remedial
course of action in respect to suspected or voiced concerns of fraud or fraudulent behaviour.

More specifically:

In terms of establishing and maintaining effective controls it is generally desirable that:

Our Audit Committee is responsible for establishing and maintaining a sound system of internal controls that supports the achievement of Company’s aims and objectives. The system of internal controls is designed to respond to the fraud risks that the Company faces. The system of internal controls is based on an on-going process designed to identify the principal fraud risks, to evaluate the nature and extent of those risks and to manage them effectively by:

The Internal Audit function is responsible for the following:

Each employee is responsible for the following:

The prohibition on bribery applies to the giving of anything of value, not only money. This includes providing business opportunities, favourable contracts, stock options, gifts and entertainment.

Facilitating payments are modest payments made for the purpose of expediting or facilitating the provision of services or routine non-discretionary government action which a Government Official is normally obliged to perform. Making facilitating payments of any kind are not permitted under this Policy, unless the prior written approval of the Chairman of the Conflicts Committee has been received.

Where such approval is granted, the Chairman of the Conflicts Committee must inform the appropriate supervisor, who must ensure that the payment is accurately recorded in Company’s relevant books and records, and that all supporting documentation, including the written approval, is retained in the appropriate files.

This Policy allows certain exceptions to the Company’s general anti-fraud principles when paying for entertainment, meals, travel or a gift for a Government Official and/or a Commercial Party. Expenses of this kind are permitted if they are of modest value, reasonable, a matter of simple common courtesy under local custom, incidental to conducting legitimate and bona fide business, building business relationships or showing appreciation, and not used with the aim of exerting improper influence, or the expectation of reciprocity, and always provided that any such expenses payment does not contravene the anti-fraud policy of any Commercial Party involved.

Before offering or receiving any gift and/or entertainment to/from a third party, employees should consider whether it is necessary for them to obtain appropriate management approval and/or approval from the departmental supervisor. It is vital to avoid even the appearance of improper conduct with any Government Official and/or Commercial Party, and if in doubt, please seek guidance to the departmental supervisor or avoid making any such payment.

The U.K. Bribery Act impose strict accounting requirements on the Company.

In requires:

To comply with these requirements, all Company’s accounting related employees must:

Prohibits corrupt payments made directly by Company’s Personnel or indirectly through an agent or other intermediary such as a consultant acting for or on behalf of the Company. Under the Act, it is unlawful to make a payment of anything of value to any person, knowing that all or any portion of the payment will be offered, given, or promised to a government official or any other person for a corrupt purpose. The term “knowing” includes conscious disregard, deliberate ignorance, and willful blindness. In other words, the Company and individual employees may violate the FCPA if they have “reason to know” or “should have known” that an agent will bribe a government official.

Accordingly, the most important step the Company can take to protect itself from liability for improper payments made by third parties is to choose carefully its business partners, including agents and consultants. The UK Government has identified certain circumstances that may suggest reason to know of an illegal payment made by an intermediary. These “red flags” warrant further investigation when selecting or working with a third party.

The following are examples of red flags:

In all cases, whether or not any of these red flags are present, consult and seek approval from the Chairman of the Conflicts Committee before entering into any arrangement with a Third Party which will have contact with a government official on behalf of the Company.

The Company should never enter into any relationship with a Third Party which will have substantive interaction with government officials on behalf of the Company without an inquiry into the third party’s background, qualifications and reputation.

Any issues raised during this due diligence review must be addressed to the satisfaction of the Company prior to entering the relationship. The amount of time and effort required for due diligence will depend on the number and complexity of issues raised during the review process. Management should inform and seek for approval from Company’s Conflicts Committee once they have identified a third party which will have substantive interaction with government officials on the Company’s behalf.

The Company treats all information received confidentially. Any employee who suspects dishonest or fraudulent activity will notify the Chairman of the Audit Committee immediately, and should not attempt to personally conduct investigations or interviews/ interrogations related to any suspected fraudulent act.

Investigation results will not be disclosed or discussed with anyone other than those who have a legitimate need to know. This is important in order to avoid damaging the reputations of persons suspected but subsequently found innocent of wrongful conduct and to protect the Company from potential civil liability.

The Chairman of the Audit Committee has the primary responsibility for the investigation of all suspected fraudulent acts as defined in the policy. If the investigation substantiates that fraudulent activities have occurred, these will be reported to appropriate designated personnel and, if appropriate, to the Board of Directors through the Audit Committee.

Decisions to prosecute or refer the examination results to the appropriate law enforcement and/or regulatory agencies for independent investigation will be made in conjunction with Company’s legal counsel and senior management, as will final decisions on disposition of the case.

Members of the Investigation team will have:

Any Company Personnel who obtains information about a breach (including a suspected breach) of this Policy and/or any anti-corruption laws must report it to their supervisor who must in turn report it without delay to the Chairman of the Audit Committee.

The report shall be investigated by the appointed individual as authorized by the Chairman of Audit Committee, and all relevant Company Personnel and Third Party Associate must co-operate fully with any such investigation. Company does not permit any retaliation of any kind against any Company Personnel and Third Party Associate who in good faith makes a report of a breach or suspected breach of this Policy. Any failure to report a suspected or known breach of this Policy will in itself be considered a breach of this Policy.

Any Company Personnel who breaches the Policy may be subject to disciplinary action by the Company, up to and including termination of their contract of employment. The investigations will also consider whether there has been any failure of supervision. Where this has occurred appropriate disciplinary action will be taken against those responsible.

The Chairman of the Audit Committee is responsible for the administration, revision, interpretation, and application of this policy. The policy will be reviewed and revised as needed.

“Anything of Value” should be broadly construed, and includes not only cash or cash equivalents, but also entertainment, meals, drinks, travel, lodging, gifts, discounts, use of materials, facilities or equipment, investment opportunities, insurance benefits, political or charitable contributions, promise of future employment and/or any other financial advantage. In determining whether Anything of Value has been provided, the key consideration will be the subjective value of that being conveyed, together with the recipient’s perception of it.

“Bribe” means giving or offering to give anything of value to a government official to influence a discretionary decision. Local law may impose a broader definition in some jurisdictions.

“Commercial Party” should be broadly construed, and includes a director, officer, employee, agent or broker of a customer, supplier, vendor or competitor, (or of potential customers, suppliers, vendors, or competitors) or any other person with whom the Company or/and the Manager conducts, or may conduct business and who does not act on behalf of Company or/and the Manager.

“Facilitating Payment” means small payments paid to government officials to expedite or facilitate nondiscretionary actions or services, such as obtaining an ordinary license or business permit, processing government papers such as visas, providing police protection, providing telephone, power or water service, or loading or unloading of cargo.

“Government Official” should be broadly construed, and includes:

a) any employee or officer of: any government or government’s department, agency (such as customs, immigration, tax, licensing, permitting, government-owned ports and representatives of government-owned entities, such as national oil companies and their affiliates)or branch;

i. any public international organization;
ii. any government owned or controlled commercial enterprise;

b) members of royal families; and

c) any political party, party official or candidate for political office; and any other person acting in an official capacity on behalf of any of the foregoing. A person does not cease to be a Government Official by purporting to act in a private capacity or by the fact that they serve unpaid.

“Manager” means Eximex UK Ltd. that provides the Company and each vessel-owning subsidiary with certain technical, commercial and administrative management services pursuant to identical management agreements, one administrative services agreement and one executive services management agreement.

“Company” means Eximex UK Ltd and any future subsidiaries.

“Third Party Associate” means a person or entity engaged for the purposes of acting on Company or/and the Manager’s behalf, and can include (but is not limited to) agents, sub-contractors, consultants, brokers and lawyers.