Anti-Bribery and Anti-Corruption Policy

Objective

The objective of this Anti-Bribery and Anti-Corruption Policy is to stipulate the responsibilities of Pan Nation Energy FZCO (“Pan Nation Energy” or “The Company”) and those working for in association with the Company in observing and upholding our commitments to prevent bribery and corrupt practices. Further, this policy provides guidance to those working for Pan Nation Energy in order to recognize and properly handle bribery and corruption issues.

Scope

This policy applies to all employees (permanent, fixed-term, or temporary), consultants, contractors, interns, agents, sponsors, agency staff, or any other person or persons associated with Pan Nation Energy or any of its subsidiaries, in any and all locations, with which we conduct business, The policy further applies to all Officers, Trustees, Board, and/or Committee members at any level.

Statement on Bribery and Corruption

Pan Nation Energy is committed to conducting all business activities with honesty and integrity, in full compliance with all relevant laws and regulations in every jurisdiction where we conduct business. We are committed to maintaining and enforcing consistent procedures that prevent bribery and corruption and we have zero-tolerance for bribery and corrupt practices. Pan Nation Energy holds itself and its associates to the highest standards of ethics and professionalism in all business activities and relationships across the globe.

Training

All employees are required, under this policy, to attend annual anti-bribery and anti-corruption training, unless specified otherwise by Compliance. Outside of the regular cycle of training, Compliance provides case-specific guidance and ongoing support to assist employees in the identification and prevention of bribery and corruption risks.

Consequences of Non-Compliance

Non-compliance with this policy is regarded as a serious matter and may result in disciplinary action to include remedial training, dismissal, contract termination, civil prosecution and/or criminal prosecution. Pan Nation Energy always reserves the right to terminate any business relationship with a third party which engages in unethical behavior or otherwise fails to comply with relevant anti-bribery and anti-corruption laws, regulations, and policies. Retaliation against employees or other individuals who report suspected violations or seek guidance pertaining to this policy in good faith will not be tolerated.

Anti-Money Laundering (AML)

‘Money Laundering’ commonly refers to concealing the origin of illegal funds and abetting their movement. Many jurisdictions maintain statutes and regulations to prevent the movement of funds which are the proceeds of criminal activity. Additionally, most jurisdictions stipulate that individuals obtain sufficient background information on potential counterparties before transacting with them. It is crucial to be aware of changing laws and regulations as government policies evolve to confront changing risks. All persons covered by this policy must exercise caution in the event of suspicion that a transaction or business opportunity may spring from terrorist or other criminal activity. Further, all persons associated with Pan Nation Energy must comply with all relevant national and international regulations and statutes regarding the prevention of money laundering and terrorist financing which pertain to their business dealings.

Accurate and Transparent Record-Keeping

Pan Nation Energy requires that all employees and persons associated with the Company maintain accurate and transparent records or financial transactions and business activities in accordance with the policies pertaining to their job function. All records must reflect the true nature of each transaction and comply with the Company’s legal obligations, audit requirements, and internal controls. Off-the-record accounts and attempts to obscure the nature of transactions are strictly prohibited.

Gift, Hospitality, and Entertainment Guidance

Always check with Compliance for approvals and specific concerns pertaining to gifts, hospitality, and entertainment. The following points are meant to provide general principles

• Pan Nation Energy employees must seek approval from Compliance before accepting gifts, hospitality, or entertainment from a government official or employee or offering the same to a government official or employee.
• Pan Nation Energy employees are not to accept gifts, hospitality, or entertainment that are not directly related to a business meeting, conference, or event.
• Under no circumstances are cash or cash equivalent gifts greater than $100 USD to be offered or accepted.
• Caution should be exercised when offering or accepting gifts, hospitality, or entertainment. This is especially so when considering whether to accept gifts, hospitality, or entertainment from or offer gifts, hospitality, or entertainment to any government official or employee.
• Employees of Pan Nation Energy are strictly prohibited from participation in the offering or acceptance of any bribe to or from a government official or employee or any third parties associated with a government official or employee.

This Gift, Hospitality, and Entertainment Guidance applies only to gifts, hospitality, and entertainment offered or supplied to employees in their professional capacity with Pan Nation Energy. This section of the policy does not apply to gifts, hospitality, and entertainment received or offered to employees in their personal capacity unrelated to their employment with or the business activities of Pan Nation Energy.

Political Contributions

Pan Nation Energy strictly prohibits the use of Company funds or resources to make political contributions, directly or indirectly, to support political parties, candidates, or causes, Employees and representatives may engage in political activities in their personal capacity, provided that they neither create the impression of representing Pan Nation Energy nor use Company resources for political endeavors. Any political activities in which employees engage must be in their personal capacity, in compliance with relevant laws, and avoid creating any conflicts of interest.

Charitable Donations and Sponsorships

Pan Nation Energy may support charitable causes, via donations and sponsorships, that align with its corporate values and serve legitimate business purposes. All donations and sponsorships must undergo review by Compliance to ensure that they do not create conflicts of interest nor facilitate bribery or other corrupt practices. Contributions of Company funds must never benefit government officials or entities directly or indirectly to gain a business advantage.

Facilitation Payments

Facilitation payments are defined as payments made in excess or in addition to normal fees to receive preferential treatment. Facilitation payments can include monetary payments, excessive gifts/hospitality, goods, or preferential agreements/services.

In the normal course of business, Pan Nation Energy will find it necessary to pay fees to government entities for permits or processing documents. When fees are paid, employees must ensure that these fees are legitimate and not facilitation payments.

Any request for additional or abnormal payments above and beyond verifiable statutory/regulatory fees for permits or processing should be escalated to Compliance for review and must receive Compliance approval before any payment is made. It is the responsibility of Compliance to work with Legal and/or outside counsel to determine the validity of any additional or abnormal fee.

Escalation Guidance

It is the strictly observed policy of Pan Nation Energy to avoid any direct or indirect relationships with countries, companies, or individuals that may be associated or transacting with entities, counterparties, persons, or currencies which are under sanctions. When engaging with high-risk counterparties, individuals, currencies, or countries, Pan Nation Energy performs enhanced due diligence to ensure compliance with all relevant laws and regulations. It is important for all employees to be familiar and compliant with all Company policies pertaining to the prevention of bribery and corruption.

Compliance must be notified without delay in the event that an employee suspects the risk of exposure to bribery, corruption, money laundering, or terrorist financing. Always consult Compliance before engaging in business activities or receiving gifts, hospitality, or entertainment in questionable circumstances rather than afterward.

In accord with Pan Nation Energy’s internal whistleblowing procedures, it is your obligation to promptly report any person, counterparty, or employee whom you know or have reasonable grounds to suspect of engaging in bribery or corrupt practices to Compliance and Legal.