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ANTI-CORRUPTION PROGRAM

PREAMBLE (VALUES)

By this Program, YOUCONTROL, LIMITED LIABILITY COMPANY (hereinafter referred to as the “Company”), acting pursuant to Article 19 of the Law of Ukraine On Prevention of Corruption, hereby adopts an anti-corruption program as envisaged by Part Two of Article 62 of the Law.

Acknowledging its responsibility to affirm the values of the rule of law and integrity, seeking to ensure its sustainable development, safeguarding its business reputation, and encouraging the application of fair and ethical commercial practices, as well as acting in the interests of, inter alia, its founders, employees, business partners, and clients, the Company declares that its participants, governing bodies, officials, and employees, in the course of their activities and in legal relations with business partners, public authorities, local self-government bodies, and other legal entities and individuals, are guided by a principle of zero tolerance toward corruption in any form or manifestation and undertake (and shall undertake) all measures aimed at preventing, detecting, and counteracting corruption as prescribed by applicable legislation and this Program.

The Company formally declares its principled position and unequivocally condemns corruption as an unlawful and unethical means of conducting business activities.

GENERAL PROVISIONS

1. Definitions of Terms

1.1. For the purposes of this Program, the following terms and abbreviations shall be construed as follows:

  • Business hospitality shall mean representative and protocol events, including but not limited to business breakfasts, lunches, dinners, receptions, tastings, conferences, cultural or sporting events, as well as the reimbursement of travel, accommodation, and other related expenses incurred by or in connection with the Company for the purpose of establishing, maintaining, or developing business relationships, or for other purposes directly related to the Company’s activities.
  • Business relations shall mean relationships between the Company and a business partner arising in connection with the Company’s commercial, professional, or economic activities, established on the basis of a legal transaction or other lawful activity of the Company and intended to be of an ongoing nature following their establishment.
  • Business partners shall mean legal entities and/or individuals with whom the Company maintains, enters into, or intends to enter into business relations.
  • Corruption shall mean the use by an individual of their official authority or related opportunities for the purpose of obtaining an undue benefit for themselves or for third parties. Corruption likewise encompasses the acceptance of such a benefit, or the promise or offer thereof, as well as the offering or provision of such a benefit to another person with the intent to induce the improper exercise of their official authority or related opportunities.
  • Corruption risk shall mean the probability of the commission of a corruption offence, a corruption-related offence, or any other violation of the legislation of Ukraine on the prevention of corruption.
  • Undue benefit shall mean monetary funds or other property, advantages, privileges, services, intangible assets, or any other benefits of a tangible or intangible, monetary or non-monetary nature, which are offered, promised, provided, or received without lawful grounds.
  • Zero tolerance for corruption shall mean an uncompromising and absolute rejection of corruption in all its forms and manifestations.
  • Company representative shall mean a person duly authorised in accordance with established procedures to act on behalf of or in the interests of the Company in its relations with third parties.
  • Sponsorship activity (sponsorship) shall mean voluntary material, financial, organisational, or other support provided by the Company to any event or activity for the purpose of promoting the Company’s name and its trademarks for goods and services.
  • Official person:
    • An individual authorised to perform the functions of the state or local self-government pursuant to paragraph 1, part one, Article 3 of the Law of Ukraine “On Prevention of Corruption”.
    • An individual equated by law to persons authorised to perform the functions of the state or local self-government pursuant to paragraph 2, part one, Article 3 of the Law of Ukraine “On Prevention of Corruption”.
    • A member of a patronage service as defined in Article 92 of the Law of Ukraine “On Civil Service”.
    • A duly registered candidate for the office of President of Ukraine or for election as a Member of Parliament of Ukraine in accordance with statutory procedure.
    • A chief executive or other officer of a business company in which the state or municipal ownership interest exceeds fifty per cent.
    • A foreign public official, meaning a person holding office in the legislative, executive, or judicial branch of a foreign state, including jurors, as well as any other person exercising public functions on behalf of a foreign state, including for a public authority or state-owned enterprise.
    • A foreign arbitrator or other person authorised to resolve civil, commercial, or labour disputes in a foreign state through alternative dispute resolution mechanisms; an official of an international organisation, including any employee or other individual authorised by such organisation to act on its behalf.
    • A member of an international parliamentary assembly to which Ukraine is a party.
    • A judge or official of an international court.

1.2. Any other terms used in this Program shall be interpreted in accordance with the definitions provided in the Law of Ukraine “On Prevention of Corruption.”

2. Purpose and Scope

2.1. The objective of this Program is to ensure the effective operation of a comprehensive system for the prevention and counteraction of corruption, and to guarantee the Company’s compliance with the requirements of Ukrainian anti-corruption legislation, with due consideration of internationally recognised best practices.

2.2. This Program defines an integrated framework of measures, including rules, standards, and procedures, designed to prevent, identify, and mitigate corruption risks within the Company’s operations.

2.3. The provisions of this Program extend to all areas of the Company’s activities, including its interactions with business partners, public officials, state authorities, local self-government bodies, and other legal entities and individuals.

2.4. Requirements concerning the mandatory adherence to and implementation of this Program shall be incorporated into the Company’s internal labour policies, regulations governing its structural units, all employment agreements (including contractual arrangements), and relevant job descriptions.

2.5. This Program has been formally adopted by order of the CEO of the Company following prior consultation with officials at all organisational levels and with the Company’s employees.

2.6. The full text of this Program is made continuously and openly accessible to employees, officials at all levels, governing bodies, authorised representatives of the Company, and its business partners.

PROHIBITIONS

3. Prohibited Corruption Practices

3.1. Participants, executives, employees, and authorised representatives of the Company are strictly prohibited from undertaking actions or adopting decisions in circumstances involving an actual conflict of interest. The Company expects that participants, managers, and employees will inform management and the Authorised Anti-Corruption Officer in advance of any such conflict. A decision may proceed only on the condition that full and timely disclosure of the conflict has been made to both management and the Authorised Officer.

3.2. Participants and executives are responsible for ensuring that all personnel decisions are grounded exclusively in the principles of transparency, equal rights and opportunities, objectivity, and professional integrity. They bear accountability for preventing any influence on hiring, transfer, promotion, or remuneration determinations arising from gifts, promises of undue advantage, or any other corrupt conduct.

3.3. Employees and authorised representatives shall perform their employment, official, or contractual duties in strict adherence to the principles of transparency, equal opportunity, impartiality, and professional integrity. They are expressly prohibited from initiating, recommending, or approving personnel decisions – whether related to recruitment, transfer, advancement, or compensation review – where such decisions are predicated upon gifts, promises of undue advantage, or other forms of corrupt activity.

3.4. In all interactions with clients and business partners, participants, executives, employees, and authorised representatives must act in accordance with the standards of integrity and transparency. The provision or acceptance of any improper benefit or gift is prohibited. Decisions regarding cooperation shall be adopted solely in compliance with the Company’s duly established rules and internal policies.

3.5. Participants, executives, employees, and authorised representatives are obligated to provide current and potential clients and partners with accurate, comprehensive, and timely information concerning the Company, the terms and conditions of cooperation, product functionality, technical constraints, and other relevant matters.

3.6. Participants, executives, employees, and authorised representatives of the Company are obligated to conduct themselves with integrity and accountability in all public procurement activities. The Company expressly rejects any corrupt, collusive, or manipulative practices intended to distort tender results. The offering or acceptance of undue advantages, collusion with competing bidders, submission of inaccurate or misleading information, or the use of proxy participants is strictly prohibited. The Company’s involvement in public procurement processes is governed exclusively by the principles of legality, transparency, and equal competition.

3.7. Participants, executives, employees, and authorised representatives of the Company shall implement grant-funded projects strictly in accordance with the approved objectives and financing conditions, ensuring compliance with reporting requirements, transparency standards, and appropriate control mechanisms. The Company undertakes to manage donor resources responsibly and guarantees the ethical and diligent administration of projects financed by external partners.

3.8. Participants, executives, employees, and authorised representatives of the Company are expressly prohibited from abusing their authority, defined as the intentional exercise of their powers contrary to the Company’s interests for the purpose of securing undue benefit for themselves or for any other individual or legal entity.

3.9. The use of the Company’s funds or other assets for personal purposes by participants, executives, employees, or authorised representatives of the Company is strictly prohibited.

3.10. Participants, executives, employees, and authorised representatives of the Company are prohibited from undertaking any actions that directly or indirectly induce or encourage other employees or officials at any organisational level to breach the legislation of Ukraine on the prevention of corruption or the requirements of this Program.

MEASURES FOR THE PREVENTION OF CORRUPTION

4. Corruption Risk Management

4.1. In order to ensure effective corruption prevention across its operations, the Company adopts a risk-based approach and implements an integrated risk management system. This system provides the regular identification and assessment of corruption risks to which the Company’s activities may be exposed, the implementation of measures that are necessary and sufficient to eliminate or mitigate such risks, the establishment of continuous monitoring and control mechanisms, and the systematic updating of existing anti-corruption measures in response to developments within the Company’s internal and external operating environment.

4.2. The Company shall conduct periodic corruption risk assessments no less than once per year, with the objective of identifying internal and external corruption risks embedded in its business processes and prioritising them based on their probability of occurrence and potential impact on the Company.

4.3. The organisation and coordination of periodic corruption risk assessments of the Company shall be carried out by the Authorised Officer. Following completion of the assessment, a consolidated consensus-based risk assessment map shall be prepared.

5. Engagement with Business Partners

5.1. The Company is committed to entering into and maintaining business relationships exclusively with partners whose operations are conducted in compliance with applicable law and recognised ethical standards.

5.2. Prior to the establishment of business relations, the Company may disclose to prospective partners its governing principles and mandatory requirements in corruption prevention and counteraction, as defined by this Program.

5.3. The Company shall perform due diligence procedures in respect of prospective business partners prior to the execution of transactions, as well as ongoing review of existing partners following the establishment of legal relations, in accordance with the KYC Regulation.

6. Program and Procedures Governing Business Hospitality, Gifts, and Events

6.1. Subject to applicable legal requirements, the Company establishes and maintains a comprehensive policy framework and procedural guidelines regulating the offering and acceptance of business hospitality and gifts.

6.2. The CEO, officials at all organisational levels, employees, and authorised representatives of the Company shall refrain from offering business hospitality or gifts to public officials, their close associates, actual or prospective business partners, or their employees or representatives where such hospitality or gifts may reasonably be construed as an inducement or an expression of intent to engage in corruption-related misconduct in connection with the Company’s operations.

6.3. The exchange of gifts and the provision or acceptance of business hospitality for the purpose of establishing or maintaining business relationships, or advancing other legitimate corporate objectives of the Company, shall be permissible only where all of the following conditions are satisfied:

  • The gesture is not intended, directly or indirectly, to influence the impartiality of any decision concerning the execution of transactions, the provision or receipt of services or information, or the securing of any advantage for the Company.
  • It does not constitute a disguised improper benefit, including, but not limited to, an attempt to obtain commercial contracts or anundue competitive advantage.
  • It aligns with generally recognised business hospitality standards, such as the exchange of customary promotional items.
  • Its value does not exceed EUR 50 annually, calculated at the official exchange rate of the National Bank of Ukraine on the date of acquisition or receipt, unless duly justified and approved by the Authorised Officer.
  • Public disclosure of the gift or hospitality would not pose a reputational risk to the Company or to the recipient.
  • The gesture is reasonable, proportionate, and contextually appropriate within the framework of legitimate business relations.

6.4. The provision or acceptance of gifts in the form of cash or cash equivalents, including gift cards or vouchers, is strictly prohibited.

6.5. The organisation of events in formats that could adversely affect the Company’s business reputation undermine confidence in the integrity of its employees, or contravene the anti-corruption legislation of Ukraine is prohibited.

7. Due Diligence of Candidates for Employment

7.1. For the purpose of implementing this Program, the Company conducts due diligence assessments of candidates within the framework of its recruitment procedures.

7.2. Such assessments are undertaken for the following purposes:

  • Evaluate whether the conclusion of an employment agreement with a candidate may generate corruption-related risks for the Company or entail non-compliance with the anti-corruption legislation of Ukraine.
  • Сonfirm the candidate’s commitment to adhere to the requirements and standards established by this Program.

7.3. The specific procedure governing candidate due diligence shall be formalised by a separate internal order of the Company.

8. Reporting of Potential Corruption Offences

8.1. The Company shall establish a supportive environment for whistleblowers and promote respect for whistleblowing as an essential element of its corporate governance culture.

8.2. The Company shall ensure the availability of secure and accessible mechanisms enabling whistleblowers to report potential acts of corruption.

8.3. Reports may be submitted anonymously by electronic communication to [email protected]

8.4. Anonymous reports shall be reviewed provided that the information submitted pertains to an identifiable individual and contains verifiable factual elements.

8.5. Information regarding available reporting channels shall be communicated to all employees, including at the time of hiring, and shall be made available through the Company’s official information resources.

8.6. Whistleblowers shall be guaranteed confidentiality. Access to identifying information concerning whistleblowers shall be restricted exclusively to the CEO and the Authorised Officer.

8.7. In the event of any unauthorised disclosure of confidential information concerning a whistleblower, the Authorised Officer and the CEO shall immediately implement all necessary measures to prevent or mitigate any adverse consequences resulting from such disclosure.

LIABILITY

9. Accountability for Violations of this Program

9.1. Any breach of the provisions of this Program by Company employees shall entail disciplinary liability in accordance with applicable law, the Company’s internal labour policies, and the terms and conditions of individual employment agreements.

FINAL PROVISIONS

10. Oversight, Monitoring, and Amendments to this Program

10.1. Any unlawful acts directed against the Company, its employees, and/or related persons – including attempts to influence the alteration, restriction, or removal of information within software products – shall give rise to formal referral to competent state authorities (including law enforcement agencies) and, where appropriate, to international human rights organisations.

10.2. The Authorised Officer is responsible for exercising ongoing oversight and continuous monitoring of compliance with this Program.

10.3. At least once every three months, within the deadlines and pursuant to the procedure established by the CEO of the Company, the Authorised Officer shall prepare a monitoring report on the implementation of this Program.

10.4. The Authorised Officer shall ensure that, no less than annually, an evaluation is conducted to assess the effectiveness of the measures implemented under this Program.

10.5. Proposals for amendments shall be submitted to the Authorised Officer, who shall review and consolidate them and, on a quarterly basis, submit them for consideration to the CEO of the Company.