Anti-Bribery Policy

Anti-Bribery Policy and Procedure Document Control

1. Purpose

Brilliant Jewelers / MJJ Inc. (hereinafter referred to as “the Company”) is committed to conducting all of its business activities honestly, ethically and with integrity. The Company has a zero-tolerance approach to bribery and corruption in any form. This Policy and Procedure sets out the standards of conduct required of all those acting on behalf of the Company, provides practical guidance on recognizing and responding to bribery-related risks, and establishes the systems in place to manage those risks. It applies to all employees, directors, officers, agents, consultants, contractors and any other individuals or organizations acting on the Company’s behalf, wherever they are located. This document supports the Company’s compliance with RJC Code of Practices provision COP 11 (Bribery and Facilitation Payments) and relevant internationally recognized anti-bribery standards, including the OECD Anti-Bribery Convention and the UN Convention Against Corruption.

2. Definitions

For the purposes of this Policy:

• Bribery means the offering, giving, receiving, requesting or accepting of any financial or other advantage, directly or indirectly, as an inducement or reward for action that is improper, dishonest or in breach of trust. This includes bribing public officials, politicians, private individuals and organizations.
• Corruption means the abuse of entrusted power for private gain. Bribery is a form of corruption.
• Facilitation payment means a payment made to a public official to expedite or secure the performance of a routine government action to which the payer is already legally entitled.
• Gift or hospitality means anything of value provided to or received from a third party, including meals, entertainment, travel, accommodation, or physical gifts.
• Public official means any person holding a legislative, administrative or judicial position, any person exercising a public function, and any official or agent of an international organization.

3. Policy Statement

The Company strictly prohibits:

• All forms of bribery and corruption in any of its business practices and transactions, whether carried out directly or through agents acting on its behalf;
• Facilitation payments of any kind, whether to public officials or private parties; and
• Political donations of any kind.

All those covered by this Policy are required to conduct themselves in accordance with it at all times. The Company will not accept any business outcome — whether a contract, regulatory approval, or any other advantage — that has been obtained through bribery or corrupt conduct. The Company will take all reasonable steps to ensure that agents and other third parties acting on its behalf are aware of this Policy and comply with equivalent standards.

4. Protections and Non-Retaliation

Any person covered by this Policy who, in good faith:

• Raises a concern about suspected bribery or corruption;
• Refuses to participate in bribery or pay a facilitation payment; or
• Reports actual or suspected misconduct under this Policy,

will be protected from any penalty, adverse treatment, or retaliation by the Company, even if their refusal to act results in the Company losing business. Any member of staff who subjects another to retaliation for raising concerns in good faith will be subject to disciplinary action.

5. Roles and Responsibilities

5.1 All Personnel

Every person covered by this Policy is responsible for:

• Reading, understanding and complying with this Policy;
• Completing any training on anti-bribery and corruption provided by the Company;
• Reporting any actual or suspected breaches of this Policy promptly (see section 11); and
• Seeking guidance before taking any action that may conflict with this Policy.

5.2 Responsible Person(s)

Andrew Staake is responsible for:

• Overseeing the Company’s anti-bribery and corruption program;
• Maintaining awareness of applicable legal and regulatory requirements;
• Ensuring this Policy and supporting procedures are kept current and communicated;
• Maintaining the Gifts and Hospitality Register and approving or declining entries as appropriate;
• Receiving, investigating and recording reports of suspected bribery or corruption; and
• Providing advice and guidance to staff on compliance with this Policy.

6. Gifts and Hospitality

Gifts and hospitality may be offered and accepted in appropriate business contexts, provided they are reasonable in value, reflect customary business practice, and cannot reasonably be perceived as an attempt to improperly influence a business decision. The following standards apply:

• Gifts or hospitality must never be offered, given or accepted with the intention of influencing a business decision or regulatory outcome, or in exchange for any form of preferential treatment;
• Cash or cash equivalents (including gift cards and vouchers) must never be given or accepted under any circumstances;
• Gifts or hospitality offered to, or received from, any public official requires prior approval from Atul Kampani regardless of value;
• All gifts and hospitality with an estimated value above $200 must be recorded in the Gifts and Hospitality Register (see Section 6.1) and require approval; and
• Any gift or hospitality that cannot be openly disclosed or that would embarrass the Company if made public must be refused.

Where uncertainty exists about whether a gift or item of hospitality is appropriate, the individual concerned should seek guidance from Atul Kampani before acting.

6.1 Gifts and Hospitality Register

All registerable gifts and hospitality must be recorded promptly in the Gifts and Hospitality Register. Where a gift cannot reasonably be declined (e.g. where refusal would cause significant offence), it should be accepted, recorded immediately, and reported to Atul Kampani, who will determine whether it should be returned, donated to a charitable cause, or retained.

7. Facilitation Payments

Facilitation payments are prohibited under this Policy. No employee or agent may make a facilitation payment on behalf of the Company, even in locations where such payments may be customary or perceived as legally permissible. If a person covered by this Policy is asked or pressured to make a facilitation payment, they should:

• Politely decline and make clear that the Company’s policy prohibits such payments;
• Note the details of the request, including the date, location, name and role of the requesting party (if known), and the amount or advantage requested; and
• Report the incident promptly to Atul Kampani.

Where a person covered by this Policy believes that their personal safety would be at risk if they refuse to make a facilitation payment, they should make the payment only if no alternative is reasonably available, and report it to Atul Kampani as soon as it is safe to do so. The Company will keep records of any facilitation payments made and will seek to eliminate such payments over time.

8. Charitable Donations and Sponsorships

The Company supports charitable causes where appropriate. However, charitable donations, sponsorships and similar contributions must never be used as a substitute for a bribe or to improperly influence a business relationship. All charitable donations, sponsorships and similar contributions must:

• Be approved in advance by Atul Kampani:
• Be made directly to a recognized charitable organization, never to an individual; and
• Be documented and recorded.

9. Use of Agents and Third Parties

The Company may be held responsible for bribery carried out by agents and third parties acting on its behalf. Accordingly, the following measures apply:

• Due diligence on prospective agents and high-risk third parties will be carried out before engagement;
• All agents and relevant third parties must be made aware of this Policy and required to comply with equivalent anti-bribery standards as a condition of engagement; and
• Third-party relationships will be reviewed periodically to assess ongoing compliance.

10. Bribery Risk Assessment and Training

The Company will maintain a documented bribery risk assessment covering all relevant parts of the business. The risk assessment will:

• Identify functions, roles and transactions that carry a heightened risk of involvement in bribery (for example, procurement, sales, customs and licensing activities);
• Take account of geographical and industry-sector risk factors; and
• Be reviewed at least annually or whenever there is a material change to the business.

Based on the risk assessment, the Company will provide targeted training on this Policy and on anti-bribery good practice to all relevant employees, agents and contractors. Training will be documented and records retained.

11. Reporting Concerns

Anyone covered by this Policy who has a concern or suspicion about bribery or corruption — whether involving a colleague, agent, customer, supplier or any other party — should report it promptly to: Reports may also be made anonymously where the Company’s whistleblowing arrangements permit. The Company will not penalize anyone for making a good-faith report, even if the concern turns out to be unfounded. Records of all concerns raised and the actions taken will be maintained confidentially.

12. Investigation and Sanctions

All actual or suspected cases of bribery will be investigated promptly and impartially by Atul Kampani or a designated alternative. Investigations will be documented and findings recorded. Anyone found to be in breach of this Policy may face disciplinary action up to and including termination of employment or contract. Where bribery or corruption is confirmed or reasonably suspected, the Company may also refer the matter to the relevant authorities. The Company will also take appropriate steps in relation to any agents or third parties found to be in breach of equivalent anti-bribery commitments.

13. Record-Keeping and Monitoring

The Company will maintain accurate and complete records of all matters relevant to this Policy, including:

• The Gifts and Hospitality Register;
• Records of training completion;
• Bribery risk assessments;
• Records of concerns raised and investigated; and
• Any facilitation payments made.

14. Policy Review

This Policy will be reviewed at least once per year to ensure it remains current, effective and consistent with applicable legal and regulatory developments. Revised versions will be communicated to all relevant personnel and made publicly available in accordance with COP 11.

15. Policy Endorsement

This policy and procedure have been approved by: