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Preventing Corruption in the Entrepose Group

GUIDE

Contents

MESSAGE FROM THE CEO 4

INTRODUCTION 6

GLOSSARY 8

THE PRINCIPLES OF PREVENTING CORRUPTION RISKS 101/ Involvement at the highest level of the organisation (“Tone from the Top”) 102/ The Entrepose corruption prevention principles 11Corruption, influence peddling and “bribes” 11Conflicts of interest 16Contribution to political parties 18Patronage, gifts and sponsorship 19Client gifts, invitations and travel 20Solicitation and extortion 22

3/ Use of the compliance programme 22Organisation and responsibilities 22Processes for decision-making and validating offers 25Intermediaries 25Commercial project partners 27Sub-contractors/Procurement/Purchasing 27Interest Representatives 28Mergers and acquisitions 28Raising employee awareness 29Accessing advice 29Communication 29Implementation and sanctions 29

4/ Control and monitoring 30Internal control 30Role of Entrepose staff 31

3 | Guide to preventing corruption

ETHICS – INTEGRITY – TRANSPARENCY

The Entrepose Group (“Entrepose”) must at all times perform its activities in an ethical manner, respect current legislation in all the countries in which it operates, and constantly comply with the VINCI Code of Ethics and Conduct (VINCI Code) which is available to each employee on our intranet.

This approach is based on both the conviction that there is no other possible way of behaving and on the commitment of Entrepose management and all its employees. This approach is also supported by the certainty that this policy makes us stronger and more effective.

One of our key ethical principles is fighting against corruption, an issue which both negatively impacts economic development and contributes to value destruction in companies. Countries are rallying round to stamp it out, and companies must undertake their part in this effort.

We have reinforced our requirements in this area for several years now by disseminating the VINCI Code, developing internal procedures and creating the post of Ethics & Compliance Officer who reports to me directly, as well as an Ethics & Compliance Committee which ensures the proper implementation of the VINCI Code and the Entrepose corruption prevention system. We are continuing to develop our prevention of corruption, and we regularly ensure that this system is effective, well known and effectively used.

Message from the CEO



Message from the CEOThis “Guide to Preventing Corruption in the Entrepose Group” is part of our compliance programme. It describes the measures and tools put in place to eliminate or reduce the extent of the risks to which we are exposed as a result of the activities carried out by Entrepose. These risks are regularly reviewed by means of a corruption risk analysis, another document that is an integral part of our prevention system.

This guide should become familiar to everyone within Entrepose and be widely distributed outside Entrepose (customers, partners, sub-contractors, suppliers, stakeholders, etc.).

The rules set out in this guide go hand-in-hand with a more general obligation to adopt ethical and unambiguous behaviour when dealing with any situation which could call into question Entrepose or the honesty of any employee, such as insider trading, compliance with competition rules, international trade restrictions, confidentiality of trade secrets, etc.

Total compliance with these rules, as well as a zero tolerance policy with regard to corruption, are fundamental elements in guaranteeing the future of Entrepose, and I am counting on the commitment of every single Entrepose employee.

Benoît Lecinq CEO



PURPOSE OF THIS GUIDE

Entrepose business activities consist of finalising and executing contracts for the undertaking of work and supply of services to both public and private clients worldwide.

These activities present a variety of situations in which Entrepose employees may encounter a corruption risk. They may also be propositioned by, or receive offers or gifts from third parties (e.g. suppliers, sub-contractors or service providers). Depending on the circumstances, this could mean that they find themselves in a situation whereby there is a conflict of interest, which in some cases may be regarded as corruption.

Corruption represents a major obstacle to the long-term development and efficiency of international trade. It inhibits economic growth and distorts competition. Its impact in both the public and private sectors is signicant.

This is why corruption is illegal in almost all countries of the world. Certain countries such as France, the UK and the USA have even adopted extraterritorial regulations to enable them to pursue and punish anyone who engages in corrupt practices beyond their borders.

Entrepose operates in many different countries through its subsidiaries, and must naturally comply with all applicable laws in each.

In a globalised economy which is ever more transparent, and where information is shared and instantly amplified by the media, Entrepose

Introduction1



and more generally the VINCI Group, must be irreproachable. A non-conforming act or omission made by any one of its entities is likely to have an extremely negative effect on the entire Group. Each entity is in part the custodian of the VINCI Group’s reputation, and must therefore comply with the most demanding standards.

Corruption poses a substantial risk to companies which engage in such activities: it carries with it major risks with regard to sanctions and reputation, not only for the companies themselves but for their employees. It is unacceptable.

The rules set out in this guide are therefore applicable to all employees, including external and casual staff.

This guide, which comes into effect on the 1st November 2017, aims to help Entrepose employees to understand and apply the Entrepose code of ethics in the fight against corruption. It clarifies what is and is not allowed, as well as the circumstances in which an authorisation procedure is required, and instances where an employee must seek help should they encounter a problem.



Public officialA public official is any appointed or elected person with a legislative, administrative or judicial mandate in a country whether elected or not, any person either performing or nominated for public duties for a country, including for a business or public body and any agent or official from a public international organisation.

CorruptionCorruption may be defined as the act of requesting, offering, giving or accepting, directly or indirectly, an unlawful fee or other improper benefit, or the promise of such benefits, which affects the proper performance or behaviour required of the beneficiary of said unlawful fee, improper benefit, or promise of such benefits. Should these activities be conducted through third parties, or should the fraudulent conduct not occur at the same time as the improper benefit is conferred, this shall nonetheless be defined as corruption.

Active corruptionActive corruption is defined as when a natural or legal person obtains or tries to obtain through gifts, promises or benefits that a person performing private or public duties carries out, delays or refrains from carrying out an action as part of their duties or an action facilitated by such duties; the third party is known as the corrupter.

Glossary(1)2



Glossary(1)

(1) Sources: French Penal Code, OECD Convention, Transparency International, Council of Europe Civil Law Convention on Corruption

Passive corruptionPassive corruption is defined as when a person performing private or public duties takes advantage of these duties by requesting or accepting gifts, promises or benefits with a view to carrying out or refraining from carrying out an action as part of their duties; this person is known as the corrupted.

Facilitation paymentThis is a small bribe which is either paid or offered to an official to ensure that an act or service to which the person from whom the payment originates already has legal or other entitlement is effectively or more rapidly achieved.

BribeThis is when any sort of benefit (money, services or any other inducement) is promised, offered, accepted or requested in order to get the beneficiary to act illegally or unethically. The benefit which is offered may be a gift, loan, fee, job, or any other type of benefit – taxes, services, donations, etc.

Influence peddlingInfluence peddling is an offence in which a public official receives gifts (money, goods, services, etc.) from a natural or legal person in exchange for the granting or promising to this person of various benefits (decoration, contract, employment, favourable arbitration, etc.).



1/ INVOLVEMENT AT THE HIGHEST LEVEL OF THE ORGANISATION (“TONE FROM THE TOP”)

Entrepose has a corruption prevention policy that derives from the VINCI Code, to which Entrepose fully subscribes.

This guide is a flow-down and adaption of the fight against corruption as set out in the VINCI Code, complemented by the Manifesto and the VINCI Anti-Corruption Code of Conduct, with no intention to replace any of the aforementioned documents.Additionally, this guide has been approved by the Entrepose Group Executive Committee, and contains more detailed rules that have been adapted to suit our operating segments and specific geographical locations.

This guide applies to all of Entrepose and is part of a collection of documents (together with risk mapping and a due diligence procedure for third parties) which, combined with a number of rules and procedures detailed alongside others in the Entrepose Group’s Integrated Management System, general guidelines and the summarised delegations of authority in the Delegation matrix, make up our compliance programme.

The principles of preventing corruption risks

Employees are reminded that the rules in the VINCI Code are compulsory and that everyone within the VINCI Group is subject to them, regardless of their position.

GOOD TO KNOW

3



The compliance programme is founded on a zero-tolerance approach to corruption, as is displayed at the beginning of this document in the message from the CEO, and is the cornerstone of the Entrepose corruption prevention programme.

It goes without saying that this guide applies to all employees and other persons managed by Entrepose (e.g. sub-contractors, consultants, service providers and the equivalent). We must all know, understand and apply this document without exception!

Warning! This guide cannot address all local regulations, which may be even more stringent than those contained here. It is down to each employee to find out about these on a case-by-case basis from the Ethics & Compliance Officer, or from people within their own entity who are qualified to help them (the Compliance Network or Legal Department).

2/ THE ENTREPOSE CORRUPTION PREVENTION PRINCIPLES

Corruption, influence peddling and “bribes”Entrepose staff must under no circumstances commit acts of corruption or use third parties (including intermediaries such as public officers, officials, consultants, advisers or any other partners) to commit such acts.

A bribe, even of a small amount, or a so-called “facilitation” payment, is regarded as an act of corruption. It is therefore prohibited. This rule also applies even if local laws allow this type of payment.

Entrepose makes no distinction between active and passive corruption, nor between public and private corruption: corruption is simply not tolerated.

GOOD TO KNOW



When finalising and executing contracts, it is common for circumstances to arise which may lead to actions of corruption: the desire to secure a deal or favourable position (for pre-qualification regulations, awarding criteria or contractual mechanisms), to ensure that decisions are favourable (e.g. in terms of lead times, additional works, claims, etc.), or to accelerate decisions that a client or administration makes on a day-to-day basis.

In addition to unlawful payments, another more insidious form of corruption also exists, whereby the company and the client representative form such a close relationship that the latter cannot help but favour the former. This is the far limit of a proactive commercial strategy. In any case, Entrepose employees must demonstrate common sense and care to avoid finding themselves in this type of situation. Entrepose employees must never spontaneously offer undue benefits which could be classed as corruption.

If an employee is called upon to give/receive money or an equivalent, or to offer/obtain any other benefit for/from a person, then before taking action the employee must always, without exception, ensure that what they are planning to do does not contravene this principle.



WHAT YOU MUST DO WHAT YOU MUST NOT DO

✔ Refuse to pay or receive a bribe, or any other improper benefit (which does not necessarily have to be monetary: it could be a job offer, the payment of various expenses extravagant gifts, etc.).

✘ Suggest, offer, accept or request (directly or via a third party) illegal and undue payments or bribes for any reason, whether it may be a client representative, proxy or third party designated by them, or a public official

✔ Refuse to enter into a contract which may cast doubt over the company’s honesty, or give rise to suspicions of any kind.

✘ Enter into a contract to provide legitimate yet overvalued services, as these contracts may then serve as a vehicle for acts of corruption.

✔ Warn your supervisor as soon as possible in the event that a facilitation payment is necessary to ensure colleagues’ physical security and freedom of movement.

✘ Keep the information to yourself if you notice an attempt to corrupt or actual corruption.

✔ Inform your supervisor of any corruption attempt.

✘ Seek to resolve the problem you have encountered yourself, and delay flagging it in compliance with the system implemented at Entrepose.

✔ Carefully check the origin of the money received by the company and the destination of the payments the company must make.

✘ Refrain from checking compliance for inappropriate reasons (e.g. lack of time).

✔ Systematically seek the opinion of your supervisor and/or the Ethics & Compliance Officer if you are in any doubt.

✘ Manage the problem you have encountered on your own.

✔ Be transparent. ✘ Conceal the problems, thinking that they

will solve themselves, or remain silent about difficult situations.



Corruption risks may also vary according to the different geographical zones in which Entrepose operates. Countries have a higher or lower risk of corruption depending on the analysis carried out on them by specialist organisations (such as the World Bank or Transparency International). Extra care must be taken in countries with the highest risk levels.

Advice

Should an unlawful request for payment be made:

ˉ explain that company policy does not allow you to accept a request of this nature, which may constitute a reprehensible act and expose the person making the request, the employee and the company to severe sanctions, notably criminal;

ˉ ask for the request to be made official: for it to be recorded in writing on stationery with an official letterhead, include the name of the person making the request and feature a countersignature by their supervisor, which should discourage them.

When the risk presents itself in a country in which Entrepose has limited experience:

ˉ ask for help and advice from other companies or commercial organisations, including the client, and other public service officials with which you have already had contact;

ˉ confer with other companies working on the project so as to present a united front in refusing to respond to illegal requests.



These principles also apply to facilitation payments, as these payments create a vicious circle by weakening the company’s ethical values; the company may then find itself left open to increasingly frequent requests which also become more significant in nature.

Advice

If an official asks you for a facilitation payment, explain to them that:

ˉ your company policy does not permit you to accept this demand/request;

ˉ this action may constitute a reprehensible act and expose the person making the request, the employee and the company to severe sanctions, notably criminal;

ˉ the request must be made official: recorded in writing on stationery with an official letterhead, together with the name of the person making the request and a countersignature by their supervisor.

Warn your client, and advise it that these requests may call the continuation of the project into question, unless they intervene to quash them.

If possible, negotiate with the client to include a provision in the contract which says that they will help you to obtain all the various administrative authorisations which are required, or that they themselves will assume responsibility for this, as well as a provision regarding the consequences that any possible delays in obtaining these may have upon the schedule.

Warn your supervisor in the event that a payment request is made by an authority (and not by a representative of an authority for personal gain) which, although official, is illegal or unwarranted. The company will then take the necessary steps to secure respect of its rights through lawful channels.



Conflicts of interestIt is important to avoid all situations in which any personal interest could run against the interests of Entrepose. However, if an employee finds or risks finding her/himself in a situation where there is a potential conflict between her/his own interests (directly or indirectly) and those of Entrepose, she/he should immediately inform her/his supervisor and obtain the latter’s prior agreement.

As an example, the following are considered to be potential conflicts of interest:

ˉ a commercial relationship with someone who has a close relationship with an Entrepose employee;

ˉ a personal contractual relationship (directly or indirectly, e.g. as a consultant), or involvement with or in a legal entity which is a sub-contractor, supplier or customer of Entrepose;

ˉ family relationships between an employee and their supervisor; ˉ more generally, any other situation in which the personal interests

of an employee do or could counter to the interests of Entrepose or in which their total independence could be called into question.

To avoid any conflict of interest, each Entrepose employee undertakes to scrupulously respect these principles as well as the regulations applicable in the country in which they work.

In particular, with reference to procurement activities in their broadest sense (purchasing, expediting, transport and logistics, etc.) and subcontracting, these situations must be avoided and a clear separation of tasks enforced at every level.




✔ Act professionally and impartially with regard to sub-contractors and suppliers, respecting competition rules.

✘ Propose, offer, accept or request immediate or future jobs in exchange for an undue benefit, for any reason.

✔ Strictly comply with the purchasing and procurement procedures of your operational division.

✘ Remain silent about existing relationships with external partners which could influence your decisions or actions while carrying out your activities.

✔ Immediately inform your supervisor of any potential conflict of interest in the event of an existing family relationship or friendship with a partner of Entrepose.

✘ Use your position or the business information you possess to pursue a personal interest contrary to the interests of Entrepose.

✔ Check and deal with any conflicts of interest in the event of recruitment.

✘ Participate in or encourage the recruitment of a family member without first notifying your superior of this relationship.

✔ Systematically seek the opinion of your supervisor and/or an Ethics & Compliance Committee member if you are in any doubt.

✘ Agree to carry out any activity proposed by a stakeholder (customer, sub-contractor, partner, supplier, etc.) which could affect the way in which you perform your duties at Entrepose.

✔ Be transparent. ✘ Remain silent about any questions or doubts raised by risk situations.



Contribution to political partiesThe VINCI Code sets out the overarching rules for funding political activities. Any intended contributions to political parties (in the broadest sense of the term) must first be approved by the Entrepose Group CEO.

In accordance with these rules and the applicable law, each operational division must, in accordance with its specific activities, implement the procedures or delegations of authority which will allow it to check whether all political activities – if there are any – have been approved by the CEO of Entrepose Group.


✔ If you so wish, exercise your freedom of opinion and/or carry out any political activity outside the professional sphere and with no reference to your activities within Entrepose.

✘ Use your position within Entrepose in any political activity or to support a political party.

✔ Obtain the agreement of your supervisor before communicating with government representatives or political parties on behalf of Entrepose or its operational divisions.

✘ Use or authorise the use of Entrepose assets (meeting rooms, IT, telephones, video conferences, etc.) for the purposes of political campaigns or any other political action.

✔ Inform the Ethics & Compliance Committee if you are approached to fund a political party.

✘ Use gifts to communities in order to hide political contributions.




Patronage, gifts and sponsorship The use of patronage, gifts and sponsorship may appear commonplace in many countries; and indeed, much of this funding is for legitimate purposes. However, some patronage/gifts/sponsorship that is inappropriate and/or given in an inappropriate context may lead to misunderstandings or suspicions regarding the desired objective. In compliance with the VINCI Code, under no circumstances may patronage, sponsorship or gifts be exchanged for business advantages. Prior agreement from the company’s governing bodies is required for any instance of patronage, sponsorship or gifts in compliance with the Entrepose Group delegation of powers matrix. This involves a documented check being carried out regarding the destination of any such payment and the seriousness of the project before making a commitment.


✔ Only suggest gifts to your division which are related in nature to the company’s activities or values, as the action may then be easier to justify and will therefore appear more appropriate.

✘ Give gifts/sponsorship/patronage with the aim of influencing a public or elected official in any way who may play a key role in choosing to award a contract which may favour the company

✔ Avoid suggesting patronage, sponsorship or gifts when the company is about to enter into a contract with an entity to which the person making the request is connected.

✘ Suggest patronage, sponsorship or gifts which may be perceived as a reward for the company having been retained as a contractor.

✔ Ensure that patronage, sponsorship and gifts are authorised under local applicable laws, and that the status of the beneficiary does not prohibit them from accepting it.

✘ Refrain from checking a request for patronage, sponsorship or gifts for inappropriate reasons (e.g. lack of time).




Client gifts, invitations and travelThe VINCI Code states that:

Although giving business gifts is often considered to be an act of courtesy, and despite this being a common practice in many countries, one must be especially vigilant to ensure that this cannot be viewed as an act of corruption. With regard to invitations, the aim is to strengthen bonds of trust and to help improve mutual understanding between the guest and the employee who invited them by letting them share a pleasant moment or event together that is either partially or purely professional in nature.

More generally, the worth or frequency of a gift/invitation must not: ˉ give rise to any sort of suspicions; ˉ be capable of being interpreted as disguising an act of corruption.

Each employee is obliged to never accept or offer gifts or invitations which could reasonably tarnish or call into question her or his impartiality or independence, create a feeling of debt or obligation to a third party or otherwise influence a decision to be made by the employee.

In view of the various situations in which they may arise, this point on “client gifts, invitations and travel” must lead on to monitoring procedures.At the minimum, these procedures must include a register of gifts, in which all gifts worth over a minimum fixed amount of one hundred

With regard to the specific case of gifts and incentives, (…) gifts may be offered or accepted by or on behalf of a VINCI company only if their value is symbolic or negligible under the circumstances, and only if they are not liable to raise doubts as to the honesty of the giver or the impartiality of the recipient.

GOOD TO KNOW



euros are recorded, and a system whereby any gift worth over three hundred euros is authorised by the supervisor of the employee it is being given to.


✔ Inform your supervisor of any gift or invitation offered or accepted, above the minimum value, whatever its value and origin.

✘ Request or offer gifts or invitations that are inappropriate or above and beyond what may reasonably be justified, such as membership of a health club or valuable items (e.g. watches or jewellery).

✔ Only offer gifts/invitations which are intended to express appreciation or gratitude in a general way.

✘ Request or offer gifts which may be perceived as a reward for the company having been retained as a contractor.

✔ Invite someone exclusively to events which are professional in nature: if the topics which are to be addressed there are work-related, the invitations will therefore appear appropriate (e.g. promotions/presentations of the company’s products or services).

✘ Invite someone to an event which includes relaxation or tourism-related activities which are not directly related to the purpose of the trip.

✔ Only invite someone to trade fairs, seminars, conferences or visits to business premises which may or may not entail a trip and reasonable accommodation expenses.

✘ Invite someone to a meal worth over the cost of an ordinary business meal in line with local standards.

✔ Only invite someone to a meal during a meeting or other event which which permits the participants to engage in work-related discussions.

✘ Invite someone to an event (meal, cultural or sporting event, etc.) which will not allow participants to engage in work-related discussions.




✔ Ensure that the giving of a gift is not prohibited by law, or that the status of the beneficiary prevents them from receiving the gift.

✘ Invite the friends, parents, spouse or children of a main guest on a trip.

✔ Keep a detailed register of the gifts offered and received in the off-balance sheets of the company and/or project in question.

✘ Request or offer gifts or invitations when the company is about to enter into a contract with an entity to which the person benefiting is connected.


Client gifts, invitations and travel (continued)

Solicitation and extortionWith regard to the specific risk of extortion, each employee is requested, when faced with such a situation, to immediately refer it to their supervisor, who will alert both the operational division manager and the entity’s Compliance Network, and/or the Ethics & Compliance Officer.

3/ USE OF THE COMPLIANCE PROGRAMME

Organisation and responsibilitiesSeveral years ago, Entrepose decided to create an Ethics & Compliance Officer role for a Group employee with expertise recognised by the various operational staff within Entrepose and the full support of their Chairman. This Officer is responsible for providing staff with information on issues relating to compliance with the VINCI Code and ensuring the set-up of the Entrepose compliance programme.



In particular, any third party intermediary agreements must be subject to his advice, along with the outcomes of the due diligence that will have been undertaken and the approval of governing bodies under application of the Group’s delegation of powers matrix.

The role of the Ethics and Compliance Officer focuses on support and advice as well as on validation and monitoring with regard to corruption prevention issues.

In order to ensure that the Entrepose compliance programme is followed correctly, the Ethics & Compliance Officer operates within a network of appointed contacts spread throughout the company’s various entities.

They are also supported by an Ethics & Compliance Committee which is made up of representatives from operational divisions and support services. This committee was set up to ensure the wider participation of the entire Group in addressing issues related to the compliance programme.



The Entrepose Ethics & Compliance Committee is composed of the following members:

This Committee meets regularly, at least two or three times a year, and may also be asked to hold exceptional meetings if the circumstances so merit.

The role of this Committee is to ensure that the VINCI Code is signed and implemented by employees, authorise audits of operational divisions, oversee the fight against corruption, guide the introduction and correct application of an Entrepose compliance programme and draw up an annual report for the Chairman.

Chairman: Ethics & Compliance Officer

Members: The Entrepose Group’s Company Secretary,

Head of Human Resources, plus one additional member of the Executive Committee(rotating on a yearly basis)



Processes for decision-making and validating offersEntrepose has widely known rules describing the mechanism for approving offers and signing contracts depending on the amounts involved. As part of this there is a system whereby the integrity of each potential client is verified in terms of the risk that they represent.

A corruption risk analysis must be carried out as part of the procedure that is applicable to bids and the signing of contracts, in particular with a view to identifying as wholly as possible the risks relating to the different external third parties involved in our projects.

Each operational division organises the selection of these third parties, which must all then, depending on the risks identified, undergo an investigation into their integrity (c.f. the “Compliance Due Diligence of Third Parties” procedure as set out in the Entrepose Group Integrated Management System), during which a baseline expectation of zero tolerance towards corruption must be demonstrated.

IntermediariesIntermediaries play a key role in international commercial transactions, and can be brought on board when they are able to provide a service which is discernibly useful and supported by specific professional expertise.

Nevertheless, there is a risk that using an intermediary may serve as a way of externalising illegal practices such as transferring unlawful payments to foreign public agents. Or, that an intermediary is used because someone wants to unlawfully obtain confidential information from a private or public official. Special vigilance must therefore be taken when intermediaries are engaged.

The conditions in which an intermediary operates (the content of their contract, the price of services rendered and the circumstances in which an intermediary may be used) must not be such that they cast doubt over the honesty of the company which has engaged them, nor must they



give rise to suspicions of any kind. The conditions must not therefore be reasonably interpretable as disguising an act of corruption, or tacit acceptance of unlawful actions.

The VINCI Code states that:

“VINCI companies must ensure that these individuals do not compromise the Group through unlawful actions. In order to do so, they will ensure that:

ˉ they select their partners judiciously, taking both their skills and their reputation into account and particularly so in terms of business ethics;

ˉ they specify the services that these partners are expected to provide, and the remuneration to which they are subsequently entitled;

ˉ the services carried out are genuine and important, and that remuneration is consistent with the services provided. ”

Intermediaries must be subject to due diligence regarding their integrity and reputation before they are hired.

Once the use of an intermediary has been approved, and in addition to the points stipulated in the VINCI Code above, the contract between the company and said intermediary must contain:

ˉ clear payment terms (invoice payment into the intermediary’s official bank account in their country of residence);

ˉ an obligation on the intermediary to provide regular written reports of its activity;

ˉ a clear commitment to respect the Entrepose code of ethics, together with an automatic termination clause should the intermediary violate the code;

ˉ the power to audit the intermediary’s services.

GOOD TO KNOW



Full disclosure and transparency must be practised when using an intermediary. For example, a clear and precise record of the intermediary’s remuneration must be entered in the company accounts.

A standard intermediary contract template for the whole of Entrepose can be obtained from the Ethics & Compliance Officer. Each operational division can add additional contractual clauses adapted to its particular features, provided that they respect the principles of the general template.

Commercial project partners Unless they have already been subject to an investigation as part of an agreement with another company in the VINCI Group, these partners must also be subject to due diligence before the signature of a group contract or equivalent. These contracts with commercial partners must include the appropriate ethical clauses.

Sub-contractors/Procurement/Purchasing Key sub-contractors and suppliers are chosen by means of pre-qualification processes on operational and technical aspects. Depending on the type of risk that they present, they also undergo checks to ascertain their corruption risk. The appropriate ethical clauses must be included in contracts which are signed with these companies. Generally speaking, checking for corruption risks must be carried out in full on every single project in which contracts are entered into with third parties. This means that, before entering into purchase, service or subcontracting agreements, the person whose signature is required (project leader, procurement or subcontracting manager, purchaser, etc.) must be able to assure himself of the integrity of the supplier, provider or subcontractor. None of the above statements rule out a clear separation of tasks, which is the foundation for the successful execution of our subcontracting/procurement processes (cf. § “Conflicts of interest”).



This division of responsibility makes it possible to limit potential conflicts of interest and provides a control mechanism that limits the risk of fraud.

Interest RepresentativesEntrepose employees should hardly ever qualify as interest representatives. Nevertheless, should an employee’s professional activity fulfil the conditions for them to be described as such by law, they must comply with all legal obligations, including registering themselves as part of the digital repository of interest representatives held by the High Authority for transparency in public life (HATVP), abiding by a code of ethics and declaring the extent of their activity as an interest representative each year to the HATVP. If they are not sure whether they qualify as an interest representative, and for the purposes of coordinating Entrepose actions, the employee must record all actions undertaken when potentially representing interests with public authorities, and contact the Ethics & Compliance Officer before proceeding to any registration or declaration.

Mergers and acquisitionsAcquisitions and other external growth operations are examined at Entrepose (and VINCI Group) management level, with the support of the different operational divisions. The latter may make proposals on external growth opportunities.The “Company Acquisitions and Disposals” process includes a specific analysis of the risk of corruption liabilities of the target. The Entrepose Ethics & Compliance Officer is involved in the acquisition process for this purpose.



Raising employee awareness The VINCI Code is distributed to Entrepose management and more widely to its staff. Raising awareness of the importance that is given to this subject within Entrepose, which also provides us with an opportunity to remind employees of the people to contact for advice in this area, is part of the integration kit which is provide to each new employee.In addition to the training offered by the VINCI Group, (and the e-training module which can be found on the VINCI intranet site), Entrepose has set up specific training for corruption-related risks.

Accessing adviceThe Ethics & Compliance Officer is well known and identified as the main source of advice in the event of a specific requirement. The members of the Ethics & Compliance Committee also act as representatives through which employees can access advice.

CommunicationThe elements of the corruption prevention policy should be widely communicated both internally and externally (particularly via the intranet and websites) and the Chairman of Entrepose Group encourages staff to become ambassadors for the principles set out in this guide.

Implementation and sanctions All employees are required to comply with and apply the rules in this guide, in accordance with their roles and responsibilities.

Any action which violates the company rules on preventing corruption is liable to result in disciplinary sanctions, without prejudice to the company pressing charges.



Any action which violates the laws and regulations which apply in the fight against corruption is liable to result in disciplinary and criminal sanctions. Any action which violates laws, regulations and company rules is liable to result in additional consequences such as an impact on the image and reputation of the company and its employees, the termination of contracts, the loss of sales opportunities, and so on.

4/ CONTROL AND MONITORING

Internal controlThe Entrepose internal control system is intended in particular to ensure that all practices comply with laws and regulations. It is managed by a dedicated structure attached to the Company Secretary.

It is based on:

ˉ A set of rules and procedures laid out in the Entrepose Group Integrated Management System, several of which help to promote the prevention of corruption;

ˉ Internal control self-evaluation campaigns, which are run by VINCI every year and help to gauge the quality of procedures which have been implemented in each operational division and subsidiary, notably in the domaine of ethics;

ˉ Internal audit missions, carried out as part of an annual audit plan approved by the Entrepose Chairman, which involve the assessment of all operational and functional processes. In this context, the internal audit deals with aspects relating to the prevention of corruption, in coordination with the Ethics & Compliance Officer.



Role of Entrepose staff Every individual must take the utmost care to observe and apply the rules laid out in this guide, not only in the course of their own activities but with regard to those around them, colleagues within their team, and people for which they are responsible.

Should an employee have any questions or issues regarding these rules and their implementation within Entrepose, they can contact the Compliance Network within their entity, the Ethics & Compliance Committee, or the Entrepose Ethics & Compliance Officer directly.

If an employee feels that these rules are not being or may not be respected, they have the option of informing as soon as possible their supervisor, the Compliance Network within their entity, the Ethics & Compliance Committee, or the Entrepose Ethics & Compliance Officer directly.

The employee may also use the whistleblowing system that has been set up to flag a situation which may violate the rules set out in this guide.

Everything possible will be done to respect an employee's desire for confidentiality. Entrepose undertakes to ensure that no employee experiences a change of status, harassment or any other form of discrimination as a result of flagging or conveying information in good faith.



Entrepose Group165, boulevard de Valmy - 92700 Colombes / FranceTel.: +33 (0)1 57 60 93 00 - Fax: +33 (0)1 57 60 93 01www.entrepose.com

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