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1. Introduction:

1.1. In recent years, the need to deal effectively with the phenomenon of corruption and bribery in international transactions has increased around the world. The international community has decided to join forces in the struggle against corruption, and in this context the UN Convention against Corruption and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions were formulated.

1.2. The underlying concept of these treaties is that the commitment and enlistment of each of the member states to work together to eliminate bribery and corruption are key to the success of the struggle to create an international climate free

1.3. The State of Israel is a party to these treaties out of partnership and recognition of the said concept. The establishment and effective enforcement of a criminal prohibition on bribing a foreign public servant constitute an important element in the struggle to create an international climate free of corruption. This prohibition complements the internal legislative framework and contributes to strengthening the preservation of professional integrity within Israel. In addition, effective enforcement of the ban puts Israel in line with many countries around the world that enforce the prohibition of bribery in international transactions.

1.4. Maintaining these international standards will also make it easier for Israeli companies to operate in international trade transactions and increase the competitiveness of the Israeli economy

1.5. On July 8, 2014, the Knesset passed the Penal Law (Amendment No. 99, 2008), in the framework of which section 291A of the Penal Law, 5737-1977, was added, which establishes the offense of “bribery of a foreign public official with respect to business activity” (hereinafter: the offense).

1.6. Octopus Systems Ltd. has set itself the goal of conducting its business free from crime, corruption or bribery, in any way, shape or form or with any person, whether private, public or institutional.


2. Purpose:

2.1. This policy is intended to help directors, managers, employees, business partners, and suppliers identify situations in which they are required to comply with antibribery and anti-corruption laws.

2.2. This policy aims to help company employees and suppliers meet high standards in avoiding bribery and preventing corruption. The policy is intended as addition to the existing company procedures relating to the code of ethics in doing business (Procedure 05.16 – Code of Business Conduct and Ethics) and other procedures relating to this subject.


3. Applicable Documents:

3.1. The United Nation Convention against Corruption General Assembly resolution 58/4 of 31 October 2003

3.2. The Europe Convention on Combating Bribery of Foreign Public Officials in International Business Transactions 23 May 1997, C (97) 123 / FINAL

3.3. USA – The Foreign Corrupt Practices Act of 1977 (FCPA)

3.4. Penal Law, 5737-1977

3.5. The OECD Guidelines for Multinational Enterprises, 2011 Edition


4. Definitions:

4.1. Bribe: an offer, or promise of anything of value, accepted or given, directly or indirectly, whether from a private or public organization and / or individual, including any official or governmental representative or representative, in order to improperly obtain a business advantage or any other advantage for the Company

4.2. Direct or indirect form: this policy applies to the entire company, directors, directors, employees or any third party acting in concert. A third party may not be ordered or allowed to give or receive bribes on behalf of the organization, its directors, managers or employees or any other entity acting on behalf of the Company. No payment or benefit shall be allowed or given in the knowledge that such payment or benefit shall serve as a tool for the advancement of the Company’s affairs.

4.3. Anything of value: anything of financial or equivalent value, including gifts, entertainment, lodging, offers, employment, and anything else that may be in the interests of the Company, its directors, managers or employees.

4.4. Business advantage / promotion of the Company’s affairs: anything that can provide an advantage, whether in acquiring new business or expanding existing businesses, or anything that has a connection to the Company’s activities, including an advantage in taxation, relief regarding non-compliance with certain laws or regulations, or anything else that amounts to preferential treatment that goes beyond the norm.

4.5. Promotional or “lubrication” payments: these are payments to a person or organization, usually to employees of suppliers, public servants or official representatives, aiming to advance the interest of the Company.


5. Zero tolerance policy:

5.1. Octopus Systems Ltd. has adopted a zero-tolerance policy on bribery and works actively to comply with the law enforcement and reject bribes. Octopus Systems full compliance with the law is a business asset that benefits the Company and its reputation and adds security to its customers and third parties in doing business with it.

5.2. Failure to comply with this policy may expose the Company and its employees to sanctions under criminal and civil law. The Company shall take disciplinary action against employees who violate this policy, including the termination of their employment in the Company and the taking of legal proceedings.


6. General:

6.1. It is forbidden to all directors, managers, employees, consultants, suppliers, subcontractors, to third parties and to anyone acting on behalf of or for the Company (hereinafter “Company Entities”) to be directly or indirectly involved in providing or assisting in bribery in any form.

6.2. Guidelines

6.2.1. Company officials will not be involved in any way and in any way in bribes

6.2.2. The Company does not authorize third parties acting on its behalf to be involved in bribery in any way or in any manner.

6.2.3. Company officials will avoid situations that may be deemed unfit, including inappropriate business hospitality, gifts, improper employment, funding and inappropriate donations

6.3. Promotion payments:

6.3.1. Payments of this kind are prohibited under Israeli, international, and corporate law.

6.4. Private or public sector:

6.4.1. Bribery is illegal whether it occurs in the private or in the public sector. All employees must make sure that there is no involvement in bribery (acceptance or giving), in the context of any of the Company’s actions with public or private companies, organizations or individuals. Particular attention must be paid to activities vis-a-vis governments or public officials. It is important to remember that individuals and private organizations can also be targets for bribery.

6.4.2. Company officials must act to ensure that the Company’s books and records are accurate and faithfully represent its business operations and properly reflect the Company’s assets. A transaction or financial transfer without proper registration is not permitted. Company officials shall not participate in the falsification or concealment of accounting data or business records.

6.5. Reporting violations of this policy:

6.5.1. Suspicions of breach of this policy will be reported immediately and without delay to the owners of the Company or the operations manager or to the Company’s legal advisors.

6.5.2. Reporting can be done either openly or anonymously

6.5.3. In accordance with this policy, the Company’s management undertakes that no harm will come to any employee or to the terms of employment of an employee who has reported in good faith any of the cases specified in this policy

6.5.4. The Company’s management undertakes to conduct a thorough investigation of any information it receives regarding suspected violations of this policy and shall take disciplinary action and other measures as may be required.

6.5.5. All the entities in the Company must respond fully, faithfully and correctly to any questions that arise in an internal or external investigation that may be presented for this purpose.

6.6. Training:

6.6.1. The Company will act to conduct training and communication of the subject to guide the Company’s employees, including its managers, so that they will be updated regarding this policy and the risks involved in bribery.

6.6.2. All the Company’s employees and managers will be briefed on the no-bribery policy and ethics on joining the Company and periodically from time to time.


7. Business hospitality, gifts and travel expenses:

7.1. Definitions:

7.1.1. Business hospitality means giving gifts or favors to organizations or public servants (including governments, government representatives or representatives of private organizations).

7.1.2. Payment for travel or residence expenses may also, under certain circumstances, constitute a risk and raise suspicion of granting or receiving bribes.

7.1.3. Business hospitality is broadly defined and includes: meals, land transport, VIP services at the airport, accommodation, airline tickets, gifts, tours, payment for participation in conferences, subsidizing conferences or events and anything similar that constitutes or can be perceived as constituting a form of benefit. Questions may arise in the event of a contract between the Company and the customer or a business partner in which the Company is required to provide certain types of business hosting

7.1.4. Procedure 05.16 of the Code of Business Conduct and Ethics Describe situations in which there is a risk of conflict of interest that may occur in the context of business hosting.

7.2. Permitted business hosting:

7.2.1. Company officials may be able to receive business hosting or offer business hosting to organizations or individuals (including governments and public representatives) when there is a stated business purpose and when the business hospitality is reasonable under the circumstances and in relation to the transaction in question.

7.2.2. Such business hosting is permitted when it is associated with a visit or meeting that is intended to raise business issues.

7.2.3. Business hosting may be given or offered when there is no expectation of receiving anything in return for the hosting itself.

7.2.4. In order to assess whether such an offer of business hospitality is in accordance with this policy, several additional factors must be taken into account: the ratio between the value of the said business hospitality and the transaction in question, its frequency, timing, and the purpose behind the offer.

7.3. Non-permitted business hosting:

7.3.1. Company officials must not request, accept, offer or provide business hosting that is provided as support or reward for behavior that is not commensurate with the expected business behavior of any company/organization involved.

7.3.2. Company officials are obliged not to give or receive or give any business hospitality that can be construed as a bribe or might create the appearance of a conflict of interest that could cause embarrassment to the Company.

7.3.3. Company officials must ensure that no organization or individual shall receive business hospitality that could be construed as exceptional.

7.4. Payment of travel expenses:

7.4.1. Payment or reimbursement of travel expenses, including food, lodging, land/sea transport or airline tickets for private individuals or public figures, shall be approved only if they are directly related to the Company’s business in direct or indirect contact with that entity. Any other type of business hosting should be approved by the Company’s CEO.

7.4.2. If possible, reimbursement of travel expenses will be paid directly to the service provider, and not to the organization or individual who benefits from the service.


8. Donations:

8.1. The company’s policy is not to give political contributions.

8.2. Company personnel may choose to make a personal political contribution from their own pocket, providing this is not for the purpose of influencing a third party for the advancement of the Company’s interests or when such a step may be construed as an attempt to create such influence.

8.3. In general, the Company allows reasonable donations to charitable organizations from the Company’s funds, provided that the Company’s management makes sure that this contribution is not regarded as an attempt to receive a preferential treatment or benefit for the Company or that this contribution is deemed inappropriate in any other way. In any case, the Company must ensure that such contributions are not passed on to private individuals, governments or public figures in violation of anti-corruption laws. The contribution must be legitimate and not for the benefit of other individuals, nor may it be used for a purpose other than the declared purpose of that charity.


9. Prevention of conflict of interest in the employment process:

9.1. The employment of any person who has a business or regulatory relationship with the Company’s business, or of relatives of such a person, raises concerns of conflict of interest and may risk being considered as a bribe.

9.2. Decisions about employment must be made only in accordance with pure business judgment and not for personal or other motives that are not relevant to proper business interests.

9.3. To prevent conflicts of interest in recruiting, which may have an impact on the Company’s business, such potential conflict of interests will be examined during the recruitment process to resolve such issues. Should there be a suspicion of conflict of interest, the process should be referred to the discretion of the Company’s legal counsel. Only after their approval will it be decided whether to continue the recruitment process or not.


10. Third parties:

10.1. In accordance with the various international conventions against corruption and bribery, and with the laws of the State of Israel, the directors and managers of the Company bear criminal liability for the actions of any third party acting for or on behalf of the Company and in violation of the law

10.2. To prevent this risk of bribery by a third party, including: consultants, agents, representatives of the Company, subcontractors and suppliers, the Company should demand a contractual obligation from said third party and monitor their activities on its behalf.

10.3. Consultants, representatives, sub-contractors and suppliers are paid to assist and promote the Company’s affairs in various transactions or in its ongoing activities vis?-vis governments or public representatives. These third parties will be employed by the Company only after signing contract with them, which also incorporates the anticorruption policy discussed here.

10.4. Contractual obligation:

10.4.1. Any business agreement with a third party should include a signed agreement that obliges that third party to comply with all anti-bribery laws, including the laws and treaties specified in section 3 of this document and any other relevant local or international law.


11. Suspicious signs:

11.1. The Company’s owners, directors, managers and employees are obliged to pay attention to and report any suspicious sign that may violate the treaties and laws against bribery.

11.2. It is the responsibility of each employee or manager to report to the Company’s CEO on any suspicious sign.

11.3. Examples of suspicious signs:

11.3.1. Request or offer of money, surplus benefits or anything else that exceeds the accepted standard

11.3.2. A request to transfer funds via unofficial channels

11.3.3. Refusal to comply with contractual obligations to comply with rules and laws against bribery

11.3.4. Suspicion of past behavior of related to bribery

11.3.5. Suspicion of family or social closeness between a representative of the Company, including a third party, and a government or public representative, which may have an improper effect on decision-making

11.3.6. A recommendation for the hiring of a third party by the government or public representative

11.3.7. Suspicion of lack of good faith by a company representative, including a third party, during business conduct with him


12. Applicability

12.1. This policy applies to:

12.1.1. Owners of the Company

12.1.2. Directors of the Company

12.1.3. Managers

12.1.4. Employees

12.1.5. Entities operating on behalf of or for the Company

12.2. This policy will also apply to the subsidiaries of the Company

12.3. It is always necessary to adopt a policy for prevention of bribery and corruption, in accordance with applicable laws in the country where the Company is operating.


13. Validity:

13.1. This policy is valid as of its date of publication