Anti-Bribery and Corruption Policy

Purpose

The purpose of this policy is to:

1. Outline the responsibilities of both Vince and its employees in upholding our position on bribery and corruption.
2. Provide guidance on how to identify and handle bribery and corruption concerns.

Scope

This policy applies to all individuals working for Vince, including subsidiaries and partners, regardless of location or capacity. This includes employees, management, contractors, consultants, third-party representatives, and business partners, as well as volunteers and sponsors, wherever they are based.

Policy statement

At Vince, we are committed to conducting all business activities with honesty and integrity. We adopt a zero-tolerance approach toward bribery and corruption, acting fairly and professionally in all our dealings, no matter where we operate. We are dedicated to implementing effective systems to prevent bribery and corruption, complying with relevant laws such as the Norwegian Anti-Money Laundering Act and chapter 30 of the Norwegian Penal Code.

Definitions

Bribery involves offering, promising, giving, or accepting any financial or other advantage to influence the recipient to act improperly.

An advantage may include money, gifts, hospitality, services, or anything of value.

Corruption refers to the abuse of power or position for personal gain.

Third party includes any person or organization you interact with on behalf of Vince, such as clients, suppliers, business partners, and government officials.

Responsibilities

• Board of Directors: Ensures the policy is legally and ethically compliant.
• HR Representative and business controller: Oversees the day-to-day implementation, monitoring, and enforcement of the policy.
• Management: Responsible for ensuring their teams understand and comply with the policy, providing appropriate training as necessary.

Employees are encouraged to provide feedback and suggestions for improving the policy through their local HR and through surveys. Breaches of this policy may result in disciplinary action, including dismissal, and Vince reserves the right to terminate contracts with third parties who violate it.

References

This policy forms part of Vince’s Code of Conduct and applies to all aspects of our global operations.

Content of policy

Offering, accepting, or requesting a bribe is a criminal offence. Violations can result in fines, imprisonment, and reputational damage to Vince. Therefore, we take these matters seriously and implement measures such as staff education, and ongoing training to mitigate these risks.

Prohibited activities

Employees and third parties must not:

1. Offer or accept gifts, payments, or hospitality with the expectation of a business advantage.
2. Engage in bribery during contract negotiations.
3. Accept gifts from third parties that may influence business decisions.
4. Offer or accept lavish hospitality without approval.
5. Engage in activities that could breach this policy, including facilitation payments or kickbacks.

Facilitation payments and kickbacks

We prohibit any form of facilitation payments or kickbacks. These are unofficial payments made to expedite routine actions or secure a business favour. Employees must avoid any activity that could suggest such payments, and any suspicions or queries should be raised with the HR representative.

Gifts, hospitality and expenses

Acceptable gifts and hospitality must meet the following criteria:

• They must not be intended to influence business decisions.
• They should be given in Vince's name, not in an individual’s name.
• They should comply with applicable local laws, and be appropriate, open, and reasonable.

Promotional gifts of low value are generally acceptable, but they must not be exchanged during sensitive times, such as tender processes.

Record-keeping

We are required to maintain accurate financial records and have internal controls to document any payments made to third parties. All gifts and hospitality must be recorded and subject to managerial review.

Your responsibilities

Employees must comply with this policy and avoid any behaviour that could lead to a breach. If you suspect or witness any corruption, it must be reported immediately through your local HR team.

How to raise a concern

Employees are encouraged to report any suspicions of bribery or corruption at the earliest opportunity. If you are unsure whether an action constitutes bribery, seek guidance from your HR team.

Red Flags: Potential Risk Scenarios

Be alert for the following signs of bribery or corruption, which must be reported:

• you become aware that a third party engages in, or has been accused of engaging in, improper business practices;
• you learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special relationship" with government officials;
• a third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
• a third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
• a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;
• a third party requests an unexpected additional fee or commission to "facilitate" a service;
• a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
• a third party requests that a payment is made to "overlook" potential legal violations;
• a third party requests that you provide employment or some other advantage to a friend or relative;
• you receive an invoice from a third party that appears to be non- standard or customised;
• a third party insists on the use of side letters or refuses to put terms agreed in writing;
• you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
• a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to
• you are offered an unusually generous gift or offered lavish hospitality by a third party.

The list is not intended to be exhaustive and is for illustrative purposes only. If you encounter any of these red flags while working for us, you must report them promptly to your local HR team.

Policy details

This policy is managed by Vince's leadership team and will be regularly reviewed. For questions regarding the anti-bribery and corruption policy, please contact a member of management.