1  Introduction

This document (the “Policy“) supplements Panoro Energy ASA and its subsidiaries (jointly “Panoro“) other policies, including the Code of Conduct. The Policy describes Panoro´s anti-bribery and corruption procedures and procedures for ensuring that Panoro and its business associates comply with applicable laws and high ethical standards.

2 Applicability and scope

The Policy must be complied with at all times by all those employed (whether temporary, fixed-term or permanent) consultants, contractors, trainees, seconded staff, home workers, casual workers, agency staff, volunteers, interns, sponsors, or any other person or persons associated with us, or any acting for or through Panoro anywhere in the world (hereinafter referred to as “Panoro Personnel“).

All Panoro Personnel must read, understand and comply with this Policy.

Corruption, including bribery, trading in influence and facilitation payments, is strictly prohibited by Panoro. Pursuant to the UK Bribery Act 2010, Panoro also has a legal obligation to put in place adequate procedures to prevent bribery. Panoro is committed to acting professionally, fairly, and with integrity in all business dealings and relationships, wherever in the country we operate.

Severe civil and criminal penalties can be imposed on Panoro as well as any member of Panoro Personnel involved in violating any of the anti-corruption laws to which Panoro and Panoro Personnel are subject. Violation of the applicable anti-corruption laws or this Policy by Panoro Personnel can lead to disciplinary action by Panoro, including termination of employment.

The Policy does not purport to describe in comprehensive detail what is considered right or wrong in every potentially relevant situation. Hence, in order to comply with the policies set out herein, one must apply reasonable discretion and common sense. Panoro Personnel shall always consult with the CEO when in doubt regarding matters concerning this Policy.

Panoro is committed to satisfy applicable anti-corruption management system requirements, see section 7 below for more information regarding implementation, review etc.

3   Anti-Bribery and Corruption

3.1  General procedure

As a Norwegian company, Panoro Energy ASA and its Norwegian subsidiaries is subject to anti-corruption provisions set out in sections 387, 388 and 389 of the Norwegian Criminal Code, both when doing business in Norway and abroad. The Panoro London office as well as the Tunis office and any other Norwegian subsidiaries will be subject to the UK Bribery Act 2010, to the extent their activities are controlled or managed by the London office.

Panoro is also subject to the anti-corruption laws of other jurisdictions, including in countries where Panoro is doing business. Although the definition of corruption may vary between different jurisdictions and may cover a range of different activities and circumstances, a common denominator is that someone is offered, provided with, accepting or requesting an improper advantage in connection with a position, office or assignment. A classic example is where a supplier is seeking to achieve favourable treatment in connection with the award of a contract by paying a bribe (e.g. in the form of gifts) to procurement personnel of a potential customer.

Panoro is against all forms of corruption and shall comply with all laws in the countries in which we act. All Panoro Personnel shall work actively to ensure that Panoro is not involved in any corruption.

This means that no Panoro Personnel shall for itself, or on behalf of others, give or receive any improper advantage in connection with his or her position, office or assignment. Neither shall any Panoro Personnel offer, or request/accept an offer of, any improper or undue advantage to any person in connection with a person’s position, office or assignment. This applies regardless of whether the persons involved are acting directly or through one or several intermediaries. It also means that no Panoro Personnel shall acquiesce in anyone receiving or requesting such improper advantage, to the extent Panoro Personnel is aware of such situation.

Whether an advantage is “improper” must be determined in each individual case, based on an overall assessment taking into account e.g. the purpose of the offer/request, the value, the position of the receiver and the degree of transparency. As a general guideline an advantage is considered improper if it can influence, or be perceived to influence, the receiver’s/targeted person’s ability to make sound, objective decisions in connection with that person’s responsibilities/functions, position, office or assignment. A helpful control question may often be: “Will this action/arrangement stand the test of public exposure?”

The following items 3.2, 3.3, 3.4 and 3.5 provide examples of scenarios that would typically involve a corruption risk, and stipulate specific guidelines for how to comply with Panoro’s Policy under such circumstances. These are however, by no means exhaustive; there are plenty of other scenarios which may represent a corruption risk, such as where a business associate is involved in corruption, cf. 4 item below.

In companies where Panoro have a minority interest (or do not have control), Panoro will request our partners to implement an anti-corruption policy consistent with this Policy and where the risk of corruption is high or unknown, undertake due diligence on prospective partners. In all cases, however, Panoro Personnel must follow this Policy.

3.2  Gifts and hospitality

“Gifts” means any payments, goods, services or other advantages given professedly without any form of compensation in return. Gifts are given ostensibly as a mark of friendship or appreciation.

“Hospitality” means all forms of social amenity, entertainment, travel, accommodation, sporting or cultural events, including e.g. restaurant meals. The distinction between hospitality and gifts may be unclear. When the giver of the hospitality does not attend and act as a host, the event should, as a general guideline, be regarded as a gift.

“Public Official” means anyone employed by or acting on behalf of (full or part time basis):

• A national, regional or local government
• Government owned or controlled company or other entity
• Public international organizations (such as UN, EU, World Bank or other international organizations)
• Political parties, political party officials and candidates for public office
• Anyone else acting in an official capacity for or on behalf of a government agency or entity, including persons holding a legislative, administrative or judicial post and members of the military and police

Panoro Personnel may only give or offer gifts or hospitality to, or accept or receive the same, where this is based on legitimate commercial interests. However, such advantages may only be given or granted provided they are modest and proportionate, both with respect to value and frequency, and provided that the time and place are appropriate.

No gifts or hospitality may be given, offered, received or accepted if this may affect, or could reasonably appear to affect, the recipient’s integrity or independence or lead to an improper performance of duties by that person. This would inter alia be the case if gifts or hospitality are offered in connection with a contract bidding, evaluation or award. Furthermore, gifts and hospitality must always be given and received in a transparent manner and must never place the recipient under any obligation. Further, no gifts or hospitality may be given, offered, received or accepted if (i) it is 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; (ii) it is made with the suggestion that a return favour is expected, (iii) it is in compliance with local law, (iv) it includes cash or cash equivalent (e.g. a voucher or gift certificate), (v) it is provided to Public Officials (unless with the prior approval of the CEO), (vi) it is not given/received openly, or (vii) is selectively given to a key, influential person, with the intention of directly influencing them.

Gifts may only be offered, given, received or accepted if they are promotional items of minimal value. Such items are normally marketed with a company logo, which may not be easily removed. Exceptions may be permitted in special circumstances, subject to written approval from the CEO.

Gifts of value or which is otherwise inappropriate should be politely rejected by explaining Panoro´s policy. In some situations, refusal to accept a gift will be considered an insult and cannot be avoided, or the value of the gift may not be discovered until after it has been received. In both events, it should be considered whether gifts could be returned to the giver, and the relevant manager shall be consulted. Such gifts of value shall in any event be reported to the CEO, and – if kept – be treated as company property.

As good practice, gifts given and received should always be disclosed to the CEO.

3.3  Facilitation payments and kickbacks

Facilitation payments are payments made to expedite or secure the performance of a routine or necessary action to which the payer has a legal or other entitlement.

Facilitating payments can place Panoro and the Panoro Personnel making or authorizing the payment at risk of criminal prosecution.

A typical example of a facilitation payment is to pay a small amount to a public official to get goods faster through customs, or to unload a shipment within reasonable time. Facilitation payments are in reality only another form of bribery, and, as such, are generally illegal in nearly all countries, including Norway.

No Panoro Personnel shall initiate or encourage or pay facilitation payments, and the general rule is that facilitation payments shall be resisted.

Panoro does not allow kickbacks to be made or accepted. Panoro recognise that kickbacks are typically made in exchange for a business favour or advantage.

3.4  Charitable donations and sponsorships

All charitable donations and sponsorships shall be given based on Panoro´s legitimate business interests and commitment to corporate social responsibility. Charitable donations and sponsoring are not permitted if they may improperly influence and individual or entity, to act or refrain from acting in a particular manner. Unless explicitly approved by the CEO, charitable donations and sponsorship may also not be provided where the recipient has close ties to a public official or existing or potential business associates of Panoro.

Panoro will not make donations, whether in cash, kind, or by any other means, to support any political parties or candidates.

3.5  Conflicts of interest

Panoro Personnel shall not seek to obtain advantages for themselves, or related persons, or put themselves in positions that are improper or in any other way may harm Panoro’s interests. Any Panoro Personnel becoming aware of a potential conflict of interest shall, without delay, notify the matter to its manager, or, alternatively, through Panoro’s Whistleblowing Procedure. In the event of a potential conflict of interest, it must be evaluated whether the relationship compromises the relevant Panoro Personnel’s loyalty to Panoro. The relevant person(s) should not evaluate this, because others might perceive the situation differently. To protect the relevant person(s) and Panoro, the manager should evaluate the situation further.

A conflict of interest occurs when an individual has a personal interest that might compromise his or her professional duties, typically when Panoro Personnel can influence a decision or the results of a process, and one or more of the following is true:

• The same person has private interests in the outcome of the decision or the results of the process
• Someone close to the same person has an interest in the outcome of the decision or the results of the process. Examples of someone who shall be considered close to a person are: A family member, friend, company in which the person holds a significant interest, or a person to whom the person owe an obligation. A business associate or close colleague may also be included in this category
• The person is part of a business affiliation outside Panoro in which someone might gain advantage of the person’s role in Panoro and/or the person’s involvement in the decision-making
• It might be perceived by others that the person’s loyalty to Panoro is compromised due to the person’s relationship to a person, company or organization

4  Business Associates

4.1  Evaluation, selection and follow-up of Business Associates

Panoro shall ensure that all business associates comply with laws and high ethical standards. Any violation by a business associate may have serious legal and reputational consequences for Panoro and its personnel.

Selection of business associates, as well as entering into new agreements and arrangements with existing business associates, must be based on risk assessments and investigations; Panoro must know who the company is dealing with, and whether the relevant relationship entails any risk of being in conflict with laws or Panoro´s standards of ethical conduct.

Where the business associate is a supplier of services for or on behalf of Panoro, the selection process must be open and transparent and is subject to internal controls such that no single Panoro Personnel shall have sole control over the entire selection process and authority for selection.

In addition, based on the individual risk assessments, Panoro must ensure to adopt the necessary contractual measures, and to follow-up on new and existing business associates, in a manner that provides the company with a reasonable opportunity to verify that the partner remain in compliance with ethical and legal requirement, and to implement adequate measures should any inconsistencies be identified.

4.2  Guidelines on risk assessments

Risk assessment, and the assessment of the level of information and details required, must inter alia take into account the following key risk indicators:

• The nature of the contractual relationship and work to be performed: As a general guideline: The closer the relationship, the higher is the risk. Intermediaries such as e.g. agents and distributors are generally to be deemed as a high-risk group, as are exporters where the exporters are acting as intermediates.
• Whether the contract is with, or involves, a public official. Business associates owned or connected to public officials or which are likely to interact with public officials in relation to the contract, generally represent a high risk.
• The geographic location; where the counterparty is based and where the services are being performed. High risk regions include e.g. countries subject to sanctions, and countries with a low score on Transparency International’s Corruption Perception Index.
• The general risk exposure in the relevant industry/market. Industries/sector which require more interaction with public authorities, and/or which involves high-revenue projects, such as e.g. petroleum production, would generally entail an increased risk.
• The nature, value and compensation structure of the contract. A deviation from market terms represents a high risk, e.g. an unusually large commission. Where the subject of the contract is for the performance of a service for or on behalf of Panoro, this would potentially expose Panoro to liability for any corruption occurring during the performance of such services.
• Other particular circumstances pertaining to the relevant counterparty and/or the situation. g. allegations of unlawful and/or unethical conduct in news reports.

The aim of the risk assessment regarding business associates is to assess the general risk exposure involved in the contemplated contract, and to check whether there are any circumstances indicating a risk of unlawful and/or unethical business conduct, so-called “red flags”. The identification of red flag(s) will as a main rule require further investigations, which may also require the assistance of external service providers.

Red flags as well as any other findings that may cause concern shall be brought to the immediate attention of the CEO and the manager of the relevant area, and to the Board of Directors.

4.3  Agent, distributors and other intermediaries

Contracts with agents and other intermediaries are ordinarily linked to a particular high risk of Panoro being held accountable for the unethical or unlawful actions of the same. A typical example would be if the agent, broker or intermediary pays parts of its remuneration to customers or suppliers in order to secure the conclusion of agreements, which would be a violation of this Policy and Panoro´s code of conduct.

Prior to engaging in a new relationship with an intermediary or a contractor who may carry out services on behalf of Panoro, Panoro shall carry out due diligence on intermediary or  who may carry out services on behalf of Panoro whether there are any indication of red flags (indicating a risk of unlawful and/or unethical business conduct), based on the following criteria:

• Beneficial ownership. Clarifying the ownership structure, including who has ultimate control over the intermediate, and verify that there are no indications of any illegitimate relationship to targeted customers or relationship with a Public Official
• Financial background and payment of contract, including ensuring that the contractual remuneration is in line with market practice
• Competence of the intermediate. Including assessing whether the intermediate is capable of performing the contract and appears to have a serious and legitimate interest in the contract
• Whether the intermediary has an anti-corruption management system
• Reputation and public record resources: Whether there is any reported history of corruption or adverse new involving the business associate, including checking relevant commercial references
• Approach to ethics and compliance, including verifying that the intermediate has appropriate compliance procedures in place

Red flags as well as any other findings that may cause concern shall be brought to the immediate attention of the CEO and the manager of the relevant area.

4.4  Contracts

Contracts shall be entered into in writing and shall, as far as reasonably possible, contain the following provisions:

• An obligation for the counterparty to act in accordance with applicable laws and guidelines, as well as specific wording addressing anti-corruption requirements.
• An obligation for the counterparty to document the existence of compliance procedures which are adequate to detect and prevent corruption and corruption risk.
• The right for Panoro to cancel or terminate contracts if the counterparty does not act in accordance with applicable laws or compliance requirements in the contract.

Customers may be reluctant to accept that the aforementioned provisions are included in customer contract. Seeing that such relationships would typically be regarded as low risk however, Panoro would generally only require that customer contracts include the aforementioned provisions to the extent this is required by specific circumstances identified in the risk assessment pursuant to item 4.2 above.

Suppliers will generally be more willing than customers to include the above-mentioned provisions in supplier contracts. Considering that relationships with suppliers also involve a higher risk exposure than customer contracts, in particular those involving performing a service for or on behalf of Panoro, these provisions shall therefore normally be included.  Exemptions are allowed in the event of (i) short-term agreements of little value and where the risk is considered as small based on the risk assessment pursuant to item 4.2 above, or (ii) prior written approval of the CEO.

Taking into account the high-risk exposure connected to agreements with agents or other intermediaries, the requirements referenced in this item 4.4 shall always be complied with in such contracts. Any deviations here from shall only be allowed under special circumstances and subject to the approval of CEO. Panoro will seek to implement such provisions in existing contracts entered into prior to the date of this Policy.

5  M&A, Farm in etc.

The CEO must review all proposed M&A and farm-in transactions for anti-corruption purposes and undertake due diligence on entities which may perform services for or on behalf Panoro under the contemplated arrangements pursuant to such transactions, such as the operator entity of an asset. This includes joint ventures, investments and asset acquisitions. This review should happen as soon as possible, and always before the transaction documents are signed.

6 Recruiting new staff

To avoid possible disproportionate benefit to Public Officials, the CEO needs to approve the recruitment or hiring of:

• Any Public Official that has any oversight or responsibilities or influence with respect to Panoro´s business, operations or finances, or
• A close relative of such a Public Official or is a business associate of such a Public Official

Recruiting or hiring a member of Panoro staff should be based on qualifications, competence and objective business criteria. This applies to hiring staff at all levels in the organisation, including contactors and subcontractors.

7  Implementation, responsibility and reporting

7.1  Responsibility and reporting obligations for all personnel

The obligation to comply with this Policy means that every person must report any matter that may possibly deviate here from, or which may otherwise give rise to suspicion, as soon as possible. Such reporting shall be done to the CEO or, alternatively, through Panoro’s Whistleblowing Procedure.

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

No employees shall suffer retaliation, discrimination or disciplinary action for reports made in good faith.

Panoro has a duty to investigate any bribery, corruption or violation of the anti-corruption policy which is reported, detected or reasonably suspected. The CEO shall be responsible for the assessment and action to be taken. However, the investigation shall not be carried out be a person who was involved in the issue.

7.2  Managerial responsibility, monitoring and follow-up on compliance

The CEO has an overall responsibility for compliance with this Policy and is responsible for updating this document and monitoring the implementation of the Policy to ensure that the Policy remains relevant and effective in preventing corruption in the business of Panoro.

Each manager is responsible for monitoring and ensuring compliance with this Policy within its respective area of responsibility. This shall include the responsibility to ensure that personnel and relevant business associates are made aware of this Policy, and that personnel are provided with the appropriate training.

Each manager shall on an annual basis provide a status report regarding compliance within its respective business area to the CEO. The CEO shall report to the Board of Directors on the overall status on compliance.

The Board of Directors shall review this policy bi-annually (if not earlier if so required).

Any need for improvements will be applied as soon as possible. Panoro Personnel 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 CEO.

7.3  Internal and external communication of the Policy

The Policy shall be communicated internally and externally.

A copy of this Policy shall be made available to all Panoro Personnel and business associates; and each will be asked to confirm receipt and awareness of such Policy by way of a written notice to the relevant manager. Additional refreshers on this Policy shall be provided where necessary to ensure that Panoro Personnel are always aware of their obligations under this Policy.

7.4  Record keeping

Panoro will keep detailed and accurate financial records and will have appropriate internal controls in place to act as evidence for all payments made. Panoro 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. Panoro will also keep a written record of all information obtained and received through due diligence carried out on potential partners, contractors and business associates subject to the relevant laws and regulations on data protection.

8  No rights created

This Policy is a statement of certain principles, policies and procedures that govern the conduct of Panoro Personnel. This Policy does not create any rights for any customer, supplier, competitor, shareholder or any other person or entity.

9  Questions

Please don’t hesitate to confer with the CEO in case of any questions or dilemmas. We know that various dilemmas can occur in different work situations, and we encourage all of our staff to seek guidance when in doubt.