TOUAX : Other TOUAX SCA Anti-corruption Code of Conduct

ANTI-CORRUPTION CODE OF CONDUCT

YOUR OPERATIONAL LEASE SOLUTION FOR SUSTAINABLE TRANSPORT

ANTI-CORRUPTION CODE OF CONDUCT

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ANTI-CORRUPTION CODE OF CONDUCT

1. A WORD FROM THE MANAGERS

Our international presence and market leadership in the rental, sales and technical and financial management of sustainable transport equipment means that we have a responsibility to all our stakeholders. This is why the TOUAX Group has placed Ethics and Sustainable Development at the heart of its strategy and is pursuing its development based on two fundamental principles: integrity and transparency.

This ambition is reflected in concrete actions in three key areas:

1. Respect for the environment and human rights is one of the pillars of our corporate social responsibility. Every Group entity around the world plays an active role in promoting these values.
2. By adhering to the principles of the United Nations Global Compact, TOUAX undertakes to support, within its sphere of influence, the Compact's ten principles in the areas of human rights, international labour standards, the environment and the fight against corruption. TOUAX is determined to ban all forms of corruption in the conduct of its business, thanks to a system based in particular on the identification of corruption risks and the implementation of preventive measures. This Anti-Corruption Code is a guide to be applied on a daily basis to prevent and combat corruption and conflicts of interest. It complements our Ethics Charter and sets out the main principles to be followed in terms of business ethics. The fight against corruption is a matter for all the Group's employees. We must be exemplary and convey this message of 'zero tolerance' to all our stakeholders.
3. Lastly, TOUAX is committed to preserving its relationships with its stakeholders over the long term. It is our responsibility to establish relationships of trust with our employees, customers, suppliers and shareholders. All employees, whatever their level of responsibility, must act in accordance with the requirements of this Code and the Group's ethical culture. Ethics is everyone's business and we remain convinced that it is through the actions of each and every one of us that our approach will be effective and sustainable.

The purpose of this Code is to formalise the framework within which all TOUAX Group employees must carry out their professional activities on a daily basis.

• All employees, regardless of their position in the company, must be familiar with and respect this Code, demonstrating common sense, thoughtfulness and integrity.
• Every employee must behave in an exemplary manner and promote a culture of trust, integrity and tolerance within the Group.

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ANTI-CORRUPTION CODE OF CONDUCT

• No performance objective can be imposed or accepted if achieving it would mean departing from the company's principles.

Please read this Code carefully and make sure you understand its provisions.

Each manager is responsible for disseminating and implementing this Code within his or her area.

This document cannot describe every professional situation that may arise. If you have any difficulty in interpreting or applying it in practice, please contact your line manager, your Human Resources and Legal Department or any other authorised person in accordance with local legislation.

This Code of Conduct applies to all our employees (permanent, fixed-term, trainees, temporary and similar staff). It is enforceable against employees and is incorporated into the internal regulations. It has therefore been presented to staff representative bodies. In the case of foreign subsidiaries, the Code of Conduct applies in compliance with local legislation.

The Anti-Corruption Code of Conduct can usefully be communicated to the company's partners (customers, intermediaries, suppliers, etc.).

October 10, 2023

Fabrice and Raphaël WALEWSKI

Managers

2. CORRUPTION AND INFLUENCE PEDDLING

Corruption and influence peddling are offences defined by the French Criminal Code and the "Sapin 2" law in France, the Foreign Corrupt Practices Act (FCPA) in the United States and the UK Corruption Act (UKBA) in the United Kingdom.

Acts of corruption committed in one country may have extraterritorial scope, meaning that they may lead to civil and criminal proceedings in other countries.

They can be applied to any individual or legal entity, whatever their size, business sector or location.

Corruption

Active corruption is when anyone (the briber), at any time, directly or indirectly, offers or agrees to offers, promises, gifts, presents or benefits of any kind to a public official, for him or herself or for another person, in order that he or she performs or refrains from performing an act in the course of his or her duties (quid pro quo).

Passive corruption is the act, by a public official (the bribe-taker), of soliciting or accepting, without right, at any time, directly or indirectly, offers, promises, gifts, presents or advantages of any kind for himself or for another person, in order to perform or refrain from performing an act in his official capacity or facilitated by it (consideration).

Private corruption (active or passive) corresponds to the same facts, with the difference that the bribed person is not a public official but a person exercising private functions.

Giving (for the briber) or receiving (for the bribed) any advantage in exchange for something in return constitutes an offence in itself, regardless of the behaviour of the other party.

Influence peddling

Active influence peddling is the act, by any person, of granting or offering, without right, at any time, directly or indirectly, offers, promises, gifts, presents or advantages of any kind to a person, for himself

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ANTI-CORRUPTION CODE OF CONDUCT

or for another, to abuse or because he has abused his real or supposed influence with a view to obtaining from a public authority or administration distinctions, jobs, contracts or any other favourable decision.

Passive trading in influence is the act by any person of soliciting or accepting, without right, at any time, directly or indirectly, offers, promises, gifts, presents or advantages of any kind for himself or for another person, in order to abuse his real or supposed influence with a view to obtaining from a public authority or administration distinctions, jobs, contracts or any other favourable decision.

Giving (in the case of active influence peddling) or receiving (in the case of passive influence peddling) any advantage in exchange for the abuse of influence constitutes an offence in itself, regardless of the behaviour of the other party.

Other breaches of probity

Concussion, favouritism, illegal interest-taking and the misappropriation or embezzlement of public property are offences that can only be committed by public officials.

Nevertheless, individuals and companies can be convicted of aiding and abetting, receiving or laundering these offences.

3. THE CHALLENGES AND RISKS OF CORRUPTION

Any company can be implicated in a case of corruption. The risk may come from within the company, but also from an external solicitation, for example from a business partner.

Companies can protect themselves by putting in place anti-corruption measures known as "anti- corruption measures".

The benefits of an anti-corruption system

• Position themselves more favourably with their customers: the law requires large companies to assess the integrity of their partners. These major clients therefore question their partners of all sizes, particularly about the implementation of anti-corruptionmeasures. Sometimes, they require an anti- corruption clause to be included in the contract, making it a de facto obligation to implement anti- corruption measures; a company that is committed to implementing anti-corruptionmeasures tailored to its risk profile is in a more favourable position with its customers.
• Increase your chances of obtaining financing: banks and private and public investors, including investment funds, also assess the integrity of their customers. A company is therefore more likely to obtain financing or a loan if it has implemented anti-corruption measures.
• Preserve your reputation: a case of corruption seriously affects the reputation and therefore the value of the company.
• Increase competitiveness and optimise governance: the introduction of anti-corruption measures will prompt the company to question its internal procedures and give it the opportunity to optimise them to make them more secure and effective. Such measures can also help to prevent fraud.

Consequences of a corruption case

If a company or one of its members is accused of corruption, it will face many negative consequences:

• Legal and criminal: risks of prosecution, penalties, exclusion from public contracts.
• Human: risks of resignation, dismissal or conviction of an employee.

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