Global Anti-Bribery and Corruption Policy

Anti-Corruption

Corrupt practices can be called by many names, but whatever the label, you must always avoid all corrupt practices, including these activities:

Bribery and Corruption is absolutely prohibited in all forms, including offering, promising, giving, requesting, or accepting anything of value: cash, gifts, entertainment, payments to a third party (including a charity), offers of employment, to improperly influence any person or secure an improper advantage. You should not give, offer, or accept a bribe; if anyone gives or offers a bribe to you or any employee of Bynder.

Facilitation Payment made to a government official to encourage the official to take routine government action are prohibited without exception. This does not include official fees charged by a government.

Kickbacks and Extortion are prohibited in all forms, including returning portions of payments as improper incentives or making/accepting extortion payments. You should not give, offer, or accept a kickback.

All actual or potential Conflicts of Interest that could impair objective business judgment must be disclosed without undue delay.

Gifts

Accepting or offering any gifts, meals, entertainment, and hospitality (Gifts”) from third parties must meet strict criteria. Employees may only accept or offer Gifts that are: bona fide with legitimate business purpose; transparent and fully documented; legally compliant with applicable laws; proportionate in value (not exceeding €50 per person); infrequent from the same source; and do not create obligation or undue influence.

Prohibited items include cash, cash equivalents, entertainment exceeding €50 per person, and anything given to or received from government officials. Any Gift exceeding €50 must be declined or, if culturally inappropriate to decline, accepted on behalf of Bynder and/or be donated to charity with pre-approval from management and Legal Team. All Gifts, whether accepted or declined, must be reported and recorded in Bynder's register with complete details including recipient, value, business purpose, and approvals.

Applicable Laws

Bynder requires its employees to comply with this Policy as a minimum standard. Bynder is subject to anti-corruption laws in all operating jurisdictions. Applicable laws such as the US Foreign Corrupt Practices Act (FCPA), UK Bribery Act 2010, Dutch Criminal Code anti-bribery provisions, German Criminal Code anti-corruption laws, Australian Criminal Code foreign bribery provisions, and Spanish Criminal Code anti-corruption laws may set higher or more specific standards; all applicable laws must also be followed to the utmost. We follow internationally recognized standards including the UN Global Compact, and OECD Guidelines.

Risk Assessment

Bynder conducts regular risk assessments evaluating corruption risks across geographic locations, third-party relationships, transaction types, and industry-specific factors. We implement ongoing compliance monitoring through regular audits, data analytics, transaction monitoring, and effectiveness testing of controls. Risk mitigation measures are implemented proportionate to identified risks and reviewed annually with policy updates as necessary for continuous improvement.

Training and Communication

All employees complete mandatory training on anti-corruption within their onboarding, with additional role-specific training for high-risk positions. Senior management demonstrates tone from the top commitment to ethical conduct and ensures adequate resources for our compliance program.

Third-Party Due Diligence

Bynder requires comprehensive due diligence and ongoing monitoring of all third parties it engages with to ensure regulatory compliance. A proactive risk-based approach is applied, covering security controls, conflict of interest controls, reputation, ownership, financial verification, compliance practices, and robust contractual frameworks, including audit rights.

Roles and Responsibilities

The Board oversees compliance and resources; the CEO ensures ethical leadership and policy execution; the CLO manages the compliance program, investigations, and reporting. Management enforces team compliance and escalates concerns, while all employees follow this Policy, complete training, and report violations. Bynder monitors adherence, and all agreements must include anti-bribery clauses, audit and termination rights, and remedies for breaches. Compliance results are reported to the Board regularly. Potential violations are addressed immediately and may result in contract termination, recovery of damages, or reporting to authorities.

Reporting and Protection

Bynder prohibits retaliation against individuals who report suspected violations in good faith. All such reports will be promptly, thoroughly, and confidentially investigated by qualified personnel. Bynder also encourages self-disclosure of potential violations to regulatory authorities where appropriate, with decisions made by senior management in consultation with legal counsel.

Each employee of Bynder has the responsibility to report suspected violations of this Policy to the Chief Legal Officer. When in doubt, always seek guidance before acting. It is better to ask questions than to risk a violation.