Rules on Combating Bribery, Corruption and Tax Evasion, as well as the Prohibition of Slavery and Human Trafficking

1 General Provisions

These standard rules on combating bribery, corruption and tax evasion, as well as on the prohibition of slavery (hereinafter referred to as the “Rules”), shall establish the conditions for combating bribery, corruption, tax evasion and other economic crimes, as well as for prohibiting slavery and human trafficking. The Rules shall form an integral part of the cooperation agreement (hereinafter referred to as the “Agreement”).

The Rules shall apply to Bauer Media Outdoor Latvia and the Client or Cooperation Partner, each hereinafter referred to individually as a “Party” and collectively as the “Parties.”

For the purposes of the Rules, the term “Economic Crime Legislation” shall mean all applicable international, European Union, and/or national laws that are directly and/or indirectly related to bribery, corruption, fraud, tax evasion and/or tax non-payment, conflicts of interest, insider trading and money laundering, other crimes and/or criminal offences, and/or unlawful acts and/or administrative violations in the field of economic activity.

The term “Legislation Prohibiting Slavery and Human Trafficking” as used in the Rules shall mean all applicable international, European Union, and/or national laws that are directly and/or indirectly related to, and/or that establish, the prohibition of slavery and/or human trafficking and the sanctions for such activities.

The term “State and/or Municipal Authority” as used in the Rules shall mean any state and/or municipal authority or institution, including the State Tax Authority and/or the Special Investigation Service, and/or the Financial Crime Investigation Service, any judicial authority of any competence and/or instance, and any pre-trial investigation body, including the police or the prosecutor’s office.

The term “State or Municipal Official” as used in the Rules shall mean a person who performs the duties of a state civil servant, or a person who, on the basis of an employment agreement or any other type of agreement, provides any type of services to a State and/or Municipal Authority.

The term “Economic Crimes” as used in the Rules shall mean crimes and/or criminal offences, and/or administrative violations, and/or any other conduct that breaches the Economic Crime Legislation, or any other act or omission that is not in compliance with the legislation governing economic crimes.

The Rules shall establish general requirements for the conduct of the Parties in relation to compliance with the legislation governing economic crimes, as well as with the prohibition of slavery and human trafficking. The provisions contained in these Rules shall apply in parallel with the provisions of the Agreement. In the event of any inconsistency between the provisions of the Rules and the provisions of the Agreement, the provisions of the Agreement shall prevail.

RULES RELATING TO ECONOMIC CRIMES

2 Rights and Obligations of the Parties in Relation to Economic Crimes

2.1 During the term of the Agreement, each Party shall:

2.1.1 comply with the requirements of the Economic Crime Legislation;

2.1.2 implement adequate and reasonable procedures with the aim of preventing the Party from engaging in any conduct which, under the legislation on combating economic crimes, shall be deemed an infringement of law;

2.1.3 shall immediately notify Bauer Media Outdoor Latvia of any claim received by the Client or the Cooperation Partner in connection with this Agreement, whereby any form of undue financial or other benefit has been requested or demanded, including any request or demand by a third party related to the performance of this Agreement to create more favourable conditions that are directly and/or indirectly connected with tax evasion;

2.1.4 shall not engage in any conduct, nor disregard any conduct, which, in the Party’s reasonable opinion, would cause or result in the Client or the Cooperation Partner committing a violation of the legislation on combating economic crimes, including any act, practice, or behaviour which would cause the Client or the Cooperation Partner to breach any of the provisions of such legislation;

2.1.5 shall, upon Bauer Media Outdoor Latvia’s reasonable request, provide written confirmation that the Client or the Cooperation Partner has complied with its obligations set out in these Rules and shall provide any information reasonably requested by Bauer Media Outdoor Latvia as evidence of such compliance;

2.1.6 shall provide Bauer Media Outdoor Latvia with any reasonable assistance in order to enable Bauer Media Outdoor Latvia to carry out any actions requested by the relevant State and/or Municipal Authority for the purpose of ensuring compliance with the legislation on combating economic crimes.

2.2 Each Party hereby represents and warrants to the other Party that:

2.2.1 it has not been charged with any offence involving bribery or corruption, fraud, tax evasion, or malicious conduct; and/or

2.2.2 no State and/or Municipal Authority has included it in any list of entities whose rights to participate in public procurements or to enter into such contracts have been revoked, suspended, or restricted, or with respect to which a proposal has been made to revoke, suspend, or restrict such rights, on the grounds that they have committed, or are suspected of having committed, a criminal offence as set out in the legislation on combating economic crimes;

2.2.3 to the best of its knowledge, it is not a subject of any investigation, interrogation, or legal proceedings initiated by a State and/or Municipal Authority in connection with having committed, or being suspected of having committed, a criminal offence as set out in the legislation on combating economic crimes.

2.3 In the event that the Client or the Cooperation Partner has breached, or Bauer Media Outdoor Latvia has reasonable grounds to suspect that the Client or the Cooperation Partner has breached, these Rules, Bauer Media Outdoor Latvia shall have the right to terminate the Agreement immediately, without recourse to court and without prior notice to the Client or the Cooperation Partner, irrespective of whether any action has been taken prior to termination or whether the Client or the Cooperation Partner has entered into contracts with third parties. The Parties agree in advance that, in the event of termination of the Agreement on this basis, any losses incurred by the Client or the Cooperation Partner as a result of such termination shall not be compensated.

2.4 Both Parties agree that, during the term of the Agreement, they shall have in place and maintain effective policies and appropriate procedures aimed at preventing any form of economic crime, including anti-bribery and anti-corruption policies.

RULES RELATING TO THE PROHIBITION OF SLAVERY AND HUMAN TRAFFICKING

3 Rights and Obligations of the Parties in Relation to the Prohibition of Slavery and Human Trafficking

3 .1 During the term of the Agreement, each Party shall:

3.1.1 comply with all applicable legislation establishing the prohibition of slavery and human trafficking, as in force at the relevant time;

3.1.2 refrain from engaging in any conduct, practice or behaviour that is inconsistent with the requirements of the legislation establishing the prohibition of slavery and human trafficking;

3.1.3 ensure that all its direct business partners and/or suppliers comply with the requirements of the legislation establishing the prohibition of slavery and human trafficking.

3 .2 Each Party represents and warrants that neither the Party nor any of its officers or employees:

3.2.1 has been charged with having committed an offence involving slavery or human trafficking;

3.2.2 has been, or is currently, the subject of any investigation, interrogation, or legal proceedings initiated by a State and/or Municipal Authority, including any official international institution, in connection with having committed, or being suspected of having committed, an offence related to slavery or human trafficking; and

3.2.3 conducts its business in any manner that is incompatible with the requirements of the legislation establishing the prohibition of slavery and human trafficking.

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