1. GENERAL PROVISIONS

1.1. Status of the Policy

This Anti-Corruption Policy (hereinafter referred to as the “Policy”) is a local regulatory act of Travel Retail Limited Liability Company (hereinafter referred to as the “Company”) and is adopted in accordance with the legislation of the Russian Federation.

The Policy establishes a unified system of principles, standards, procedures, and measures aimed at preventing, detecting, suppressing, and minimizing the consequences of corruption-related offenses in the Company’s activities.

This Policy is binding upon all employees of the Company and other persons to whom it applies in accordance with Section 4 hereof.

1.2. Legal Framework

This Policy has been developed in accordance with and pursuant to:

- The Constitution of the Russian Federation;

- Federal Law No. 273-FZ dated 25 December 2008 “On Combating Corruption”;

- The Criminal Code of the Russian Federation;

- The Code of Administrative Offenses of the Russian Federation;

- Decree of the President of the Russian Federation No. 815 dated 19 May 2008 “On Measures to Combat Corruption”;

- Decree of the President of the Russian Federation No. 613 dated 8 July 2013 “Issues of Combating Corruption”;

- The Charter of Travel Retail LLC;

- Other applicable regulatory legal acts of the Russian Federation.

In the event of any conflict between the provisions of this Policy and mandatory provisions of applicable law, the provisions of applicable law shall prevail.

1.3. Purpose of the Policy

The purpose of this Policy is to:

- Ensure compliance with anti-corruption legislation of the Russian Federation;

- Establish a zero-tolerance approach to corruption within the Company;

- Protect the rights and lawful interests of the Company, its employees, counterparties, and other stakeholders;

- Safeguard the Company’s business reputation and assets.

1.4. Definitions

For the purposes of this Policy, the following terms shall have the meanings assigned below:

Corruption means abuse of official position, giving or receiving a bribe, abuse of authority, commercial bribery, or any other unlawful use of an official position contrary to the legitimate interests of society and the state for the purpose of obtaining monetary funds, valuables, other property, property-related services, or other property rights for oneself or for third parties, or unlawful provision of such benefit to a specified person.

Anti-Corruption Activities mean activities carried out within the scope of authority by state authorities, local self-government bodies, organizations, and individuals aimed at:

(a) preventing corruption;

(b) detecting, suppressing, disclosing, and investigating corruption offenses; and

(c) minimizing and/or eliminating consequences of corruption offenses.

Bribe (Bribery) means the unlawful giving, offering, promising, requesting, or receiving of money, securities, other property, property-related services, or other property rights for actions (or omissions) in connection with official duties.

Commercial Bribery means unlawful transfer or receipt of benefits to or by a person performing managerial functions in a commercial or other organization in exchange for actions (or omissions) in the interests of the giver.

Conflict of Interest means a situation in which a personal interest (direct or indirect) of an employee affects or may affect the proper, objective, and impartial performance of his or her employment duties and may result in damage to the rights, lawful interests, property, or business reputation of the Company.

Corruption Offense means an act containing elements of corruption for which civil, disciplinary, administrative, or criminal liability is established by applicable law.

2. PRINCIPLES OF ANTI-CORRUPTION

The Company’s anti-corruption framework is based on the following principles:

2.1. Legality

All anti-corruption measures implemented by the Company shall strictly comply with the Constitution of the Russian Federation, international treaties of the Russian Federation, and applicable legislation.

2.2. Leadership Commitment and “Tone at the Top”

The General Director and other members of management shall demonstrate a clear and unequivocal commitment to zero tolerance of corruption and shall ensure implementation and effective functioning of the anti-corruption system.

2.3. Employee Awareness and Involvement

Employees shall be duly informed of anti-corruption requirements and shall actively participate in the implementation and observance of anti-corruption standards and procedures.

2.4. Risk-Based Approach

Anti-corruption measures shall be proportionate to the nature and scale of the Company’s activities and to identified corruption risks.

2.5. Effectiveness and Practicality

Anti-corruption measures shall be enforceable, economically reasonable, and capable of achieving measurable results.

2.6. Inevitability of Liability

Any employee who commits a corruption offense shall be held liable in accordance with applicable law, irrespective of position, length of service, or other circumstances.

2.7. Transparency

The Company may publicly disclose this Policy and its anti-corruption standards on its official website or by other appropriate means.

2.8. Continuous Monitoring

The Company shall ensure regular monitoring, assessment, and improvement of anti-corruption procedures.

3. OBJECTIVES OF THE POLICY

The Company declares its commitment to high ethical standards, integrity, and transparency in conducting business.

The objectives of this Policy include:

- Preventing involvement of employees and management in corruption activities;

- Establishing a unified understanding of the Company’s zero-tolerance approach to corruption;

- Ensuring awareness of applicable anti-corruption legislation;

- Imposing mandatory compliance with this Policy and applicable law.

4. SCOPE OF APPLICATION AND RESPONSIBILITIES

4.1. Applicability

This Policy applies to:

- All employees of the Company, regardless of position or function;

- Members of management bodies;

- Other individuals and legal entities engaged in contractual or other business relationships with the Company, to the extent provided for in relevant agreements.

The Company may incorporate anti-corruption clauses into civil law contracts with counterparties.

4.2. Obligations of Employees

Employees shall:

- Refrain from engaging in any form of corruption-related conduct;

- Avoid conduct that may create the appearance of corruption;

- Immediately report any attempt to induce them to commit a corruption offense;

- Report any known or suspected corruption offenses involving employees, counterparties, or other persons;

- Disclose any actual or potential conflict of interest in writing.

4.3. Prohibition on Improper Benefits

Employees are prohibited from directly or indirectly receiving any remuneration, gifts, monetary funds, loans, services, payment for entertainment, travel expenses, or other benefits in connection with the performance of their employment duties, except as expressly permitted by applicable law and internal regulations.

4.4. Conflict of Interest

Employees shall:

- Take reasonable measures to prevent conflicts of interest;

- Promptly notify their immediate supervisor or authorized person in writing of any actual or potential conflict of interest;

- Comply with decisions adopted by the Company to resolve such conflict.

5. APPLICABLE ANTI-CORRUPTION LEGISLATION

All employees shall strictly comply with the anti-corruption legislation of the Russian Federation.

Employees are strictly prohibited, directly or indirectly, personally or through intermediaries, from:

- Offering, promising, giving, requesting, or receiving bribes;

- Participating in commercial bribery;

- Acting as intermediaries in bribery.

6. IMPLEMENTATION AND RISK MANAGEMENT

The Company shall:

- Conduct periodic identification and assessment of corruption risks;

- Implement preventive and control measures proportionate to identified risks;

- Perform due diligence, where appropriate, in respect of counterparties;

- Organize training and awareness programs;

- Regularly review and update anti-corruption procedures.

The General Director shall appoint responsible person(s) for implementation and oversight of anti-corruption measures.

7. REPORTING AND WHISTLEBLOWER PROTECTION

The Company shall establish confidential and accessible reporting channels for suspected corruption.

No employee shall be subjected to dismissal, demotion, disciplinary action, or any other adverse consequences for:

- Reporting in good faith suspected corruption;

- Refusing to participate in bribery or commercial bribery.

False or deliberately misleading reports may entail liability in accordance with applicable law.

8. INTERNAL FINANCIAL CONTROL

The Company shall maintain an internal financial control system aimed at:

- Ensuring compliance with financial legislation;

- Ensuring completeness and reliability of accounting records and financial reporting;

- Preventing errors, distortions, and misuse of assets;

- Safeguarding the Company’s property.

Internal control shall include preliminary, ongoing, and subsequent control measures, including audits and inspections. Results shall be documented and corrective actions implemented where necessary.

9. COOPERATION WITH LAW ENFORCEMENT AUTHORITIES

The Company shall cooperate with competent state authorities in the prevention, detection, and investigation of corruption offenses.

The Company may undertake a public commitment to report known corruption offenses to competent authorities.

Employees and management shall not interfere with lawful activities of judicial or law enforcement authorities.

10. LIABILITY

Violation of this Policy constitutes a breach of employment duties and may result in disciplinary measures up to and including termination of employment, as well as administrative, civil, or criminal liability in accordance with the legislation of the Russian Federation.

11. AMENDMENTS AND REVIEW

This Policy shall be approved and amended by order of the General Director of Travel Retail LLC.

The Company shall periodically review this Policy to ensure its relevance and compliance with applicable legislation and best practices.