Anti-Bribery and Anti-Corruption Policy

Effective 13 April 2023 · Last revised 16 August 2026

I. Policy statement

Apogee Defense maintains an Anti-Bribery Policy prohibiting any improper or unethical payment to government officials, or to a party to a private commercial transaction anywhere in the world, by any Apogee Defense officer or associate (together, “Apogee Defense Associates”) or Agent of Apogee Defense (as defined below).

This Policy is designed to comply with the requirements of the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010 (the “U.K. Bribery Act”), and the anti-bribery laws of other jurisdictions in which we do business. These laws generally prohibit bribes, kickbacks, or illegal payments to influence business transactions, and require Apogee Defense to maintain accurate books and records and a system of internal controls.

II. Policy purpose

No Apogee Defense Associate, Agent, consultant, representative, contractor, or anyone acting on behalf of Apogee Defense (collectively, “Agent”) has the authority to offer, promise, give, or authorize payments of money or anything else of value, whether directly or indirectly, to a government official or a participant in a private commercial transaction in order to improperly induce that person to affect any act or decision, to do or omit to do any act in violation of their duty, or to secure an improper advantage in a manner that will assist Apogee Defense or anyone else to obtain or retain business (“Prohibited Payments”).

Every Apogee Defense Associate and Agent has an obligation to record accurately and fairly all transactions involving any expense of Apogee Defense, or any other transaction involving the disposal or transfer of Apogee Defense assets, including submitting and retaining accurate supporting documentation.

In addition to direct payments of money, examples of Prohibited Payments include the following, made at the direction of or for the benefit of a government official or a commercial business partner:

• gifts, travel, meals, entertainment, or other hospitality expenses;
• contributions to any political party, campaign, candidate for office, or party official;
• employment, whether paid or unpaid (for example, internships); or
• charitable contributions and sponsorships.

Facilitating payments are not authorized by this Policy. These are payments of small amounts to a government employee to expedite or secure performance of a routine, non-discretionary governmental action, such as obtaining visas, permits, licenses, police protection, or utility services in a foreign country.

This Policy does not prohibit payment of official fees — standard, published fees available to all parties and paid to governmental offices or agencies, rather than directly to government employees, in order to obtain non-discretionary governmental actions such as legitimate filing fees.

III. Policy scope

This Policy extends to Apogee Defense's operations anywhere in the world, including all Agents, as well as any joint venture, consortium, or other business enterprise in which Apogee Defense is a participant. It applies to Apogee Defense Associates and Agents in performing Apogee Defense's business, and in connection with any programs, events, campaigns, and other initiatives.

A. Penalties

Violations by any Apogee Defense Associate of anti-bribery laws or of this Policy will result in progressive discipline, up to and including possible termination of employment or of an Agent's contract with Apogee Defense.

Violations can also result in severe penalties for both Apogee Defense and the individuals involved. Individuals can receive five years of imprisonment and a $250,000 fine for each violation of the anti-bribery provisions of the FCPA, and twenty years of imprisonment and a $5 million fine for each violation of its recordkeeping provisions. Under the U.K. Bribery Act, bribery and corruption are punishable for individuals by up to ten years' imprisonment, and companies may face an unlimited fine.

The law specifically prohibits a company from reimbursing an officer, director, stockholder, employee, agent, or any other person for fines imposed for violations of the FCPA. Any fines for violations for which you are responsible will be paid from your personal assets. Apogee Defense will cooperate fully with law enforcement authorities in the investigation and prosecution of alleged violations of anti-bribery laws.

B. Gifts, travel, entertainment, and other expenses

Government officials

This Policy prohibits making, authorizing, or offering Prohibited Payments to any person, but special care must be taken when dealing with government officials.

Apogee Defense permits Apogee Defense logo items (such as pens, shirts, hats, and similar items) to be given to government officials as modest gifts in the ordinary course of business, provided that:

• such gifts do not exceed U.S. $25 in value;
• only one such item per calendar year is given to any single government official;
• presenting the gift conforms to the written laws of the country in which it is given; and
• the Associate presenting the gift makes an immediate written report to the Anti-Bribery Committee.

Apogee Defense also permits reasonable travel expenses, meals, and entertainment legitimately related to tours of Apogee Defense facilities, training in the use of Apogee Defense services, or otherwise directly related to the promotion of its services — provided such arrangements are not extravagant and conform to this Policy and to the written laws and customs of the country in which the expenditures are incurred. Before providing, directly or indirectly, any such travel, meals, or entertainment to a government official, you must first obtain written permission from the Anti-Bribery Committee.

It is never acceptable to offer, authorize, or give any gift, or to incur any expense, in expectation of receiving something in return, or where the recipient may believe they owe something in return (quid pro quo).

Government officials include not only high-ranking elected or appointed officials, but every employee or person acting in an official capacity regardless of seniority. This generally includes:

• officers and employees of any government, government department, agency, bureau, authority, instrumentality, or public international organization;
• persons acting in an official capacity on behalf of a government;
• employees of entities owned or controlled by a government, including state-owned enterprises;
• candidates for political office;
• members of a royal family;
• members of a legislative body or their staff;
• members of the judiciary or their staff;
• political party officials, or the political party itself; and
• employees of a public university or hospital.

The U.S. Department of Justice and the U.S. Securities and Exchange Commission apply a broad interpretation of what constitutes an instrumentality of a foreign government, which may include entities that do not appear to serve an obvious government function. For purposes of this Policy, any entity with significant governmental ownership or influence is treated as an instrumentality of a foreign government.

Commercial partners

Other than gifts with a value of no more than U.S. $50 given or received in the normal course of business, neither you nor your relatives may give gifts to, or receive gifts from, Apogee Defense's current or prospective clients, vendors, or other commercial partners. Presenting or accepting any other gift to or from a private commercial party requires prior written approval from the Anti-Bribery Committee.

Apogee Defense permits accepting or providing proportionate and reasonable expenditures for travel, meals, and entertainment legitimately designed to show appreciation to existing business partners, present services, or establish cordial business relations, provided that such arrangements:

• are not excessive, and are appropriate to the nature of the business relationship and the seniority of the recipient;
• conform to the written laws and customs of the country in which they are incurred, as well as the policies, rules, or codes of conduct of the recipient;
• do not place the recipient under an obligation or expectation to confer any business advantage in return (quid pro quo), or create an impression that the recipient's independence will be affected; and
• occur only occasionally.

Before providing or accepting, directly or indirectly, any travel, meals, or entertainment reasonably valued at more than U.S. $250 per recipient, you must first obtain written permission from the Anti-Bribery Committee.

Entertainment must not be given or received on a scale that forms an inducement to enter into a business transaction or arrangement that would not otherwise be undertaken, or that improperly influences such an arrangement. Nor should entertainment be offered, given, or received if it might adversely affect the business or professional reputation of the giver or the recipient.

Recordkeeping

Any gift, entertainment, or hospitality given must be accurately recorded by the Associate incurring the expense and supported by legitimate documentation such as invoices or receipts, consistent with Apogee Defense accounting practice. No expenditure may be made with the express or implied agreement that it is to be used for any purpose other than as described by the records reflecting it.

C. Third-party compliance with this Policy

Apogee Defense's obligation of ethical and legal behavior encompasses the activities of its Agents and business partners, including joint venture partners. Apogee Defense may be held accountable for the actions of third parties doing business on its behalf in any market, so every Associate, Agent, and business partner must remain vigilant to ensure those actions are consistent with this Policy. Willful ignorance of facts or circumstances that make it likely bribery could be occurring is a violation of this Policy and may amount to a violation of anti-bribery laws.

Before establishing a relationship with any third party to represent Apogee Defense, sufficient due diligence must be performed to determine that the third party's commitment to ethical business practices is consistent with this Policy. Any arrangement with such a third party should include appropriate contractual provisions and monitoring procedures to ensure compliance with anti-bribery laws.

Particular care should be taken where a third party interacts with government officials in performing services on behalf of Apogee Defense.

D. Red flags

The following situations, whether or not involving a government official, could expose Apogee Defense and the individuals involved to risk of violating anti-bribery laws or this Policy, and must be reported as set out below:

• Requests or demands for a bribe.
• Requests from a third party for Apogee Defense to make payments, or a portion of a payment, on that party's behalf to someone else.
• Requests or suggestions that Apogee Defense make a charitable donation to a particular charity as a condition of any legitimate business purpose.
• Requests for employment, paid or unpaid, on a person's own behalf or another's, as a condition of any legitimate business purpose.
• A person with whom Apogee Defense is dealing has a reputation for receiving or giving questionable payments.
• A demand or strong suggestion that a particular local representative be retained, or a request by a government official that Apogee Defense hire a particular person or contract with a particular company.
• A non-governmental person with whom Apogee Defense is dealing has a known family or other significant relationship with government officials.
• A request for an unusual or excessive payment, such as over-invoicing, unusual up-front payments, payments to a third party or third country, payments to a foreign bank account, or payment in cash or other untraceable funds.
• A proposed agent or representative has little or no expertise in the area in which it will represent Apogee Defense.
• A proposed agent or representative refuses to provide written assurances that they will not make improper payments.
• A proposed agent or representative requests an unusually high commission.
• A proposed agent or representative fails to provide standard or accurate invoices.
• A potential governmental customer requests an unusual credit or rebate in return for its business.
• Unusual bonuses, success fees, or other amounts paid to agents or representatives.
• Operations in, or transactions with a person in, a country perceived to have high levels of corruption. See Transparency International's Corruption Perceptions Index.

E. Reporting violations

Your conduct reinforces an ethical atmosphere and influences the conduct of others. If you are aware of or suspect misconduct, including a violation of any applicable law, you must report it.

You may report a concern by email to ethics@apogeedefense.com, anonymously if you wish and where permitted by local law.

Nothing in this Policy or any other Apogee Defense policy or agreement prohibits you from providing information to any government agency in a manner contemplated by relevant law or regulation.

A failure to report known or suspected wrongdoing in connection with Apogee Defense's business may, by itself, subject an individual to disciplinary action up to and including termination.

F. Administration of this Policy

This Policy is administered by Apogee Defense's Anti-Bribery Committee, which is responsible for its interpretation and application. Printed versions of this document should be used for immediate reference only; please refer to the current published version on this page.

Further information

Questions about this Policy, or requests for a countersigned copy for vendor onboarding or procurement review, can be directed to info@apogeedefense.com.