Havas: Havas N : ESG Report (code anticorruption ang)

ANTI-CORRUPTION CODE Anti-corruption Code of the HAVAS Group 2024 1 Dear all, Trust is the cornerstone of our relationships with clients, suppliers, partners, and teams. Ethics and integrity are not just guiding principles; they are the very foundation of our collective success and the trust we strive to preserve. This Anti-Corruption Code is a reflection of our unwavering commitment to prevent, detect, and address all forms of corruption. At Havas, we enforce a zero-tolerance approach to corruption in every form. Whether in our internal or external relationships, it is our duty to remain vigilant, uphold our ethical standards, and adhere to the laws in the countries where we operate. The fight against corruption is a shared responsibility. Every employee plays a key role in safeguarding our integrity and upholding our reputation as a responsible organization. This Code is both a guide to our daily actions and a testament to our dedication. We count on each of you to bring these principles into practice every day, ensuring that Havas remains a beacon of ethics and responsibility while strengthening our position in the marketplace. Yours sincerely Anti-corruption Code of HAVAS 2024 2 C ONTENTS INTRODUCTION 5 1. WHAT IS CORRUPTION AND INFLUENCE PEDDLING? 6 A. Corruption 7 B. Influence peddling 9 C. Penalties 9 2. PRINCIPLES OF ACTION AND EXPECTED BEHAVIORS 10 A.Gifts and invitations 11 B. Facilitating payments 12 C. Conflict of interests 13 D. Hiring 14 E.Commercial partners 15 F. Lobbying 17 G. Donations, patronage and sponsorship 18 H. Political donations 19 I. Acquisitions and participation in joint ventures 20 J. Existence and accuracy of ledgers and registers 20 3. COMPLIANCE WITH THE ANTI-CORRUPTION CODE AND DISCIPLINARY MEASURES 21 A. Interpretation and compliance 22 B. Whistleblowing procedure 22 C. Consequences of Code breaches 23 Anti-corruption Code of HAVAS 2024 3 I NTRODUCTION Corruption and influence peddling are serious misdemeanors that can have major legal and fi- nancial consequences for Havas SA and its French and foreign subsidiaries ("the Havas Group" or "the Group") and cause lasting damage to their reputation. In recent years, new domestic and international laws and regulations have multiplied to support the drive to combat corruption. In France, the most recent example is Article 17 of the "Sapin II" Act dated December 9, 2016 which led the Group to develop a specific compliance program to prevent and detect acts of corruption. This Anti-corruption Code ("the Code") is an integral part of that program. In accordance with the Sapin II Act, the Code has been indexed to the internal rules of each Havas Group company in France. It is also applicable to the international subsidiaries, subject to any adjustments required to comply with local laws and regulations. More specifically, the Code's purpose is to serve as a reminder for all Group employees of: The principles underlying the measures to combat corruption and influence peddling. The required behavior in this regard. In all cases, if local legislation is stricter than the principles set out in the Code, the stricter rules apply. Persons concerned by the Anti-corruption Code The Code applies to all internal employees 1 of the Group in France and abroad, and all occasional and external workers 2 employed by the Group in France and abroad (collectively "the Employees"). The anti-corruption code may be consulted on the Group's intranet. All of our business partners (suppliers, service providers, intermediaries, agents, sub-contrac- tors, cocontractors, etc.) are required to comply with the Code's principles or at least equivalent standards, and to promote the application of the Code's principles among their own partners. The Code is not exhaustive and does not cover all possible situations that may confront Em- ployees. It describes the rules that should guide their decisions. You should read this Code carefully, ensure that you understand the rules and use your best judgment to determine how to respond to the various situations that may arise. A training program has also been developed to complete the framework in place to prevent corruption and influence peddling, and e-learning modules have been created to enable you to better understand the issues and risks in play, and learn best practices. Internal employee means any person who has an employment contract with the Group. Occasional and external worker means any person (intern, temporary worker, service provider) assigned to work on the premises of a Group company. Anti-corruption Code of HAVAS 2024 5 1 WHAT IS CORRUPTION AND INFLUENCE PEDDLING? Anti-corruption 1. WHAT IS CORRUPTION AND INFLUENCE PEDDLING? A. Corruption The term "corruption" covers both corruption and influence peddling. An act of corruption is committed when an undue gift or advantage is oered or paid to a private individual or government employee in exchange for that person performing, delaying or omitting to perform a task that forms part of their duties. Public corruption involves persons who hold public oce ("Government Employees"). Private corruption involves only private sector companies or their employees or representatives. WHAT IS A GOVERNMENT EMPLOYEE? " Government Employee" means any person in a position of public authority, any person who performs a public service and any holder (or representative of a holder) of elected public oce. The definition also covers any person qualified as a government employee under a country's national legislation. There are two types of corruption: Active corruption occurs when a person provides or promises to provide an undue gift or advantage. An undue gift or advantage can take various forms: Hidden payments (cash, bank transfer or any other method) covered by fake invoices, consul- ting fees, donations or sponsorship arrangements, etc. Other benefits, such as free tickets for entertainment or other events, free travel, gifts, the hiring of family members or friends, etc. An undue gift or advantage can also take the form of preferential treatment, the awarding of a contract, the disclosure of confidential information, or a culpable failure to act (situations where a person turns a blind eye instead of intervening). Anti-corruption Code of HAVAS 2024 7 Q. An employee is in discussions with a foreign public authority and decides to oer VIP seats at a concert to a government employee and their spouse in exchange for an authorization to organize a concert tour in the country concerned. Does this situation qualify as active corruption? A. Yes, by oering the concert tickets the employee is considered as attempting to bribe the government employee to authorize the concert tour. Passive corruption occurs when a person accepts or requests an undue gift or advantage in exchange for agreeing to act or not to act in a given situation. Corruption occurs when the person accepts the promise of an undue gift or advantage, even if it is not ultimately paid A bribe is defined as money or an item of value given or promised in order to obtain favo- rable treatment. For example, a donation to a charity chosen by a government employee with whom we hope to sign a new business contract would qualify as a bribe. A kickback is payment made or received in exchange for a contract, favorable treatment or a commercial transaction. For example, if a supplier were to pay a percentage of our pur- chase price to one of our employees in exchange for maintaining the business relationship, this would qualify as a kickback. A facilitating payment (also referred to as a grease payment) is a payment made to a go- vernment employee to speed up or guarantee the successful outcome of certain compulso- ry administrative or legal formalities. For example, if a small amount was paid to a junior go- vernment employee to release goods held up in customs, this would qualify as a facilitating payment. If you are asked to make a facilitating payment, you should immediately contact your manager or the Group General Counsel. INDICATORS OF CORRUPTION Failure to comply with applicable laws or to obtain the required environmental permits. Refusal to disclose a relationship or interests with government employees. Relationship between a third party and a government employee. Third party based in a country that has a reputation for corrupt practices. Request for fees or commissions to be paid in a dierent country, to a third party, in cash or by untraceable fund transfer. A partner that is heavily dependent on political or government contacts. Vague or non-specific payment descriptions in the accounting records. Documents that conceal the true identity of a local representative or agent. Payment descriptions that do not correspond to the account in which the payments are recorded. Multi purpose or "miscellaneous" accounts that may be used to hi de undue payments. Overbilling or fake invoices. Anti-corruption Code of HAVAS 2024 8 B. Influence peddling Influence peddling occurs when a beneficiary of an undue gift or advantage uses their perceived or real influence in government or connections with persons in authority to obtain a favorable decision for another party. Three parties are involved: The party that provides the gifts or advantages. The party that uses his or her influence or connections. The party that has the authority to make the decision (public authority, government depart- ment, magistrate, etc.). Corruption and influence peddling have in common that the corrupt person (the person who receives the undue gifts or advantages) breaches their duty of integrity by directly or indirectly profiting personally from the power or influence associated with their position. C. Penalties Corruption and influence peddling are intentional oenses and any Employee who commits such an oense faces the risk of criminal prosecution and, in some cases, may also cause legal proceedings to be brought against Group companies. In all cases, corruption or influence peddling