Bribery & Anti-Corruption Policy

Applies to: Australia, New Zealand & United Kingdom.

1. Introduction

Duress Holdings Pty Ltd and its subsidiaries, including Duress UK Limited and Duress (NZ) Pty Ltd (collectively "Duress" or "the Company"), are committed to conducting business with integrity, transparency, and accountability. Bribery and corruption undermine trust, distort markets, and expose individuals and the Company to serious legal liability.

This policy sets out the Company's zero-tolerance position on bribery and corruption and establishes the standards of conduct required of all those who work for or on behalf of Duress across all jurisdictions in which it operates.

2. Scope

This policy applies to all:

• Employees (full-time, part-time, casual, and fixed-term) in Australia, New Zealand, and the United Kingdom
• Contractors, consultants, and agency workers
• Directors and officers
• Third parties acting on behalf of Duress, including agents, intermediaries, joint venture partners, and suppliers

This policy applies regardless of where the relevant conduct takes place. Duress employees and associates operating internationally are subject to both this policy and the anti-bribery laws of the relevant jurisdiction.

3. Definitions

4. Applicable Legislation

Duress operates under the anti-bribery and anti-corruption legislation of Australia, New Zealand, and the United Kingdom. The key instruments are:

The UK Bribery Act 2010 has extraterritorial reach - it applies to conduct by Duress's associates anywhere in the world where there is a UK nexus. Non-compliance carries unlimited fines and up to 10 years' imprisonment for individuals.

5. Prohibited Conduct

The following conduct is strictly prohibited under this policy:

5.1 Bribery

• Offering, promising, or giving a bribe to any person, whether a public official or a private individual
• Requesting, agreeing to receive, or accepting a bribe
• Authorising or facilitating bribery by a third party on behalf of Duress

5.2 Facilitation Payments

• Making any facilitation payment to a public official to expedite or secure routine government actions, regardless of local custom or perceived necessity
• This prohibition applies even where such payments may be tolerated or customary in a given jurisdiction

5.3 Gifts, Hospitality & Entertainment

• Offering or accepting gifts, hospitality, or entertainment that could reasonably be perceived as influencing a business decision or creating an obligation
• Gifts of a token or promotional nature (not exceeding AUD 50 / NZD 55 / GBP 30 in value) may be accepted or given where they are transparent, infrequent, and recorded in the Gifts Register
• Cash or cash-equivalent gifts are prohibited in all circumstances
• Any gift or hospitality offered to or by a public official requires prior approval from the CEO or CFO

5.4 Political Contributions & Charitable Donations

• Company funds must not be used for political contributions without explicit board approval
• Charitable donations must not be used as a mechanism to disguise bribery

6. Adequate Procedures & Third-Party Due Diligence

To establish the statutory defence under s.7 of the UK Bribery Act 2010, and to meet the standard contemplated by s.70.5A of the Criminal Code Act 1995 (Cth), Duress maintains the following adequate procedures:

6.1 Risk Assessment

• The Operations function will conduct periodic bribery and corruption risk assessments, considering geography, sector, counterparty type, and transaction value
• Higher-risk arrangements (government contracts, international operations, high-value third-party engagements) will be subject to enhanced scrutiny

6.2 Third-Party Due Diligence

• Before engaging agents, intermediaries, or other high-risk third parties, Duress will conduct appropriate due diligence to assess bribery and corruption risk
• Contracts with third parties must include anti-bribery representations and audit rights where appropriate
• Ongoing monitoring of third-party relationships will be proportionate to identified risk

6.3 Training & Awareness

• All employees must complete anti-bribery and corruption training on commencement and at intervals not exceeding two years
• Employees in higher-risk roles (procurement, sales, finance, international operations) must complete role-specific training annually
• Completion records will be maintained by the People & Operations function

6.4 Gifts Register

• All gifts, hospitality, and entertainment offered or received (above nominal value) must be recorded in the Company's Gifts Register within five business days
• The Register is maintained by the Operations function and reviewed quarterly

7. Responsibilities

8. Reporting Suspected Bribery or Corruption

Any person who suspects a breach of this policy, or who is asked to engage in conduct that would breach it, must report the matter promptly.

8.1 How to Report

• Report to the Head of People & Operations in the first instance
• If the Head of People & Operations is implicated, or if you are uncomfortable reporting to them, escalate directly to the CEO or CFO
• Reports may also be made via any existing whistleblower channel available to the Company

8.2 Protections for Reporters

• Australia: Eligible disclosures are protected under Part IVA of the Corporations Act 2001 (Cth) and the Public Interest Disclosure Act 2013 (Cth) where applicable
• New Zealand: Qualifying disclosures are protected under the Protected Disclosures (Protection of Whistleblowers) Act 2022 (NZ), which replaced the 2000 Act and provides stronger protections for employees of Duress (NZ) Pty Ltd
• United Kingdom: Qualifying disclosures are protected under the Public Interest Disclosure Act 1998 (UK) as incorporated into the Employment Rights Act 1996

Duress strictly prohibits retaliation against any person who makes a good-faith report under this policy. Retaliation is itself a disciplinary matter.

8.3 Investigation

All reports will be investigated promptly and confidentially. The Head of People & Operations will triage reports and, where warranted, engage external legal counsel. Findings will be reported to the CEO and, where material, to the Board.

9. Consequences of Non-Compliance

Breaches of this policy are treated as serious misconduct. Consequences may include:

• Disciplinary action up to and including summary termination of employment or contract
• Referral to relevant law enforcement or regulatory authorities
• Civil and/or criminal liability for the individual concerned
• Liability for Duress as a corporate entity, including unlimited fines under the UK Bribery Act 2010

10. Review and Monitoring

This policy will be reviewed annually by the Head of People & Operations, or earlier if required by changes in applicable legislation, business structure, or identified risk. Material amendments require CEO approval. The policy will be re-issued when substantively updated.

11. Contact

Questions or concerns regarding this policy should be directed to info@duress.com.

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