GOVERNANCE

HSSE

Samos is committed to prioritizing Health, Safety, Security and Environment (HSSE) matters in all its operations and business activities. We shall continually improve our HSSE performance and strive to prevent harm to People, the Environment and Property as we firmly believe that all incidents can be prevented.

To achieve our commitment, Samos shall:

Ensure Major Accident Hazards are effectively managed throughout the lifecycle of our assets
Ensure a robust risk management process is in place to identify and mitigate all operational risks
Plan our operations in a way that minimise environmental impact and prevents pollution
Fulfill all compliance obligations
Register and analyse all incidents and near misses
Identify needs for training and development, including annual display screen equipment training for office staff
Monitor objectives and targets for HSE performance of our customers
Promote a ‘stop the job’ without consequences culture
Ensure all our people, and our contractors have the competencies required to safely undertake their role and responsibilities
Communicate and encourage proactive participation internally and externally with the workforce, relevant stakeholders and interested parties on all aspects of HSSE Policy
Require sub-contractors to abide by at least the same standard of HSSE policies

The Board is responsible for regularly reviewing and ensuring compliance with this policy.

Code of Conduct

1. POLICY STATEMENT AND PURPOSE
1.1 - We pride ourselves on our reputation for acting fairly and ethically wherever we do business. Our reputation is built on our values as a company, the values of our employees and our collective commitment to acting with integrity throughout our organisation. We believe that it is these values that ultimately help create value for our stakeholders.

1.2 - The purpose of this code of conduct and ethics (Code) is to:
• Explain Samos' values and how they relate both to our day-to-day work and the key ethical issues Samos faces.
• Provide information and guidance in relation to how we should conduct ourselves when carrying out Samos' business.

2. WORKPLACE ENVIRONMENT

2.1 - Diversity, equity and inclusion
Samos strives to promote diversity, equity and inclusion based on the belief that such an environment produces the best business results. All of our employees and contractors are expected to be given the opportunity to contribute their views and be listened to.

2.2 - Discrimination, harassment and bullying
Samos is committed to creating and maintaining an environment that is free from discrimination and harassment, where all are treated with respect and dignity. We do not tolerate any form of discrimination, harassment, bullying or any other behaviours that create a hostile work environment.

2.3 - Health and wellbeing
The health, safety and security of our employees and contractors is fundamentally important to everything we do, whether operationally or in the office environment. We are focused on ensuring compliance with all applicable health and safety laws and regulations in the countries where we operate. [Consult the Samos Health, Safety and Security Policy for more information.]
Samos takes a zero tolerance approach to any violence or other criminal activity in the work place.

3. BUSINESS PRACTICES

3.1 - Conflicts of interest
We expect all employees and contractors to act in the best interests of the company, and avoid any situations where loyalties may be divided. You should inform the General Counsel of any potential conflicts of interests that you could have to avoid any appearance of unfairness or clouded judgment.

3.2 - Competition

Samos will comply with all applicable anti-trust, competition and fair trade laws in the countries where we work. Where any doubt exists about any arrangement or agreement proposed, the General Counsel shall be informed and ensure compliance.

3.3 - Bribery and corruption
Samos condemns corruption in all its forms and we will not tolerate it in our business or in those we do business with. From the confines of our working environments, it is sometimes difficult to grasp the scale of the damage that bribery does to societies. It is not a victimless crime; far from it. Corruption undermines democracy and the rule of law, leads to violations of human rights, distorts markets, erodes the quality of life and allows organised crime, terrorism and other threats to human security to flourish.

Samos is committed to taking the RIGHT approach to prevent corruption, by conducting business in accordance with the following:

• Responsibility. You are responsible for your actions. If you break the law, you will have to face the consequences - which could mean a fine, imprisonment, or both.

• Integrity. Don't compromise your integrity. If you think something is wrong, ALWAYS report it. If you aren't sure, consult the Samos Anti-Bribery and Anti-Corruption Policy. Don't ever let yourself be forced into doing something you know or suspect is wrong.

• Genuineness. Always pay genuine prices for genuine goods and services. Never pay over the odds. Agents who ask for especially large fees or commissions may do so in order to pay bribes on your behalf. If this happens, you will be responsible. Excessive payments are obvious and will always be uncovered.

• Honesty. Act honestly and in good faith at all times and in all aspects of your work. • Transparency. Keep accurate records (including all invoices and receipts) of everything that you do, especially in relation to the payments you make and what they are for. Full and accurate records demonstrate complete transparency and that you have nothing to hide.

Consult the Samos Anti-bribery and Anti-corruption Policy for more details of specific expectations.

3.4 - Gifts and hospitality

Samos expects that no gifts or hospitality will be given or received where there could be a perception or assumption that such gifts or hospitality could influence business decisions.

3.5 - Anti-money laundering and trade sanctions
Samos recognises that the company has a role to play in preventing criminals, terrorists and targets of sanctions from profiting from their activities, and expects employees, contractors and business partners to be alert to the risks, and avoid any pitfalls. Consult the Samos Financial Crime Prevention Policy for more details of specific expectations.

3.6 - Sustainability
Samos recognises that climate change exists and supports preserving the environment for generations to come. Samos’ contribution to this goal is through its business model, supporting the energy transition by ensuring ongoing supply of energy through operating existing resources, no longer economic for other companies. By taking over less economic assets of other companies, this creates an environment for such companies to focus on progressing alternative energy supplies

4. COMPANY ASSETS AND INFORMATION

4.1 - Confidential information
Information is a valuable corporate asset. We shall safeguard our confidential and proprietary information as well as information entrusted to us from our customers and suppliers.

4.2 - Data protection
Samos respects the privacy of individuals, such as employees, customers and business partners. We have developed a Data Protection Policy to ensure this information is properly protected.

4.3 - Information security
Samos recognises the importance of information security to achieving financial success and maintaining the trust of our stakeholders. We must all help keep our information resources and systems safe by following information security best practice as well as any company specific policies. You may only use your company computer with company recommended software.

5. HUMAN RIGHTS
5.1 - We believe that all human beings should be treated with dignity and respect. We are conscious of the differing environments we work in and aim to avoid any detrimental impact to the human rights of all people within such environments.

5.2 - Samos is alert to risks of people being forced to work against their will and human trafficking and strives to ensure that all such risks are eliminated within the company’s business environment.

Anti -Bribery & Corruption

1. Policy statement and Purpose

1.1 - We conduct all our business in an honest and ethical manner. We take a zerotolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery and corruption.

1.2 - We take our legal responsibilities very seriously. We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. We remain bound by UK laws, including the Bribery Act 2010, in respect of our conduct both at home and abroad.

1.3 - The purpose of this policy is to:
(a) set out our responsibilities, and of those working for and on our behalf, in observing and upholding our position on bribery and corruption; and
(b) provide information and guidance to those working for and on our behalf on how to recognise and deal with bribery and corruption issues.

2. Definitions

2.1 - Bribery is offering, promising, giving or accepting any financial or other advantage, to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage.
(a) An advantage includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value.
(b) A person acts improperly where they act illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organisation of any kind.
In connection with the UK, it is a criminal offence to offer, promise, give, request, or accept a bribe. Individuals found guilty can be punished by up to ten years' imprisonment and/or a fine and employers that fail to prevent bribery can face an unlimited fine, exclusion from tendering for public contracts, and damage to its reputation.

2.2 - Corruption is the abuse of entrusted power or position for private gain. Examples:
Offering a bribe: You offer a potential client tickets to a major sporting event, but only if they agree to do business with us.
This would be an offence as you are making the offer to gain a commercial and contractual advantage. We may also be found to have committed an offence because the offer has been made to obtain business for us. It may also be an offence for the potential client to accept your offer. Receiving a bribe: A supplier gives your nephew a job, but makes it clear that in return they expect you to use your influence in our organisation to ensure we continue to do business with them.
It is an offence for a supplier to make such an offer. It would be an offence for you to accept the offer as you would be doing so to gain a personal advantage. Bribing a foreign official: You arrange for the business to pay an additional "facilitation" payment to a foreign official to speed up an administrative process, such as clearing our goods through customs. The offence of bribing a foreign public official is committed as soon as the offer is made. This is because it is made to gain a business advantage for us. We may also be found to have committed an offence.

2.3 - Facilitation payments, also known as "back-handers" or "grease payments", are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example, by a government official). They are not common in the UK, but are common in some other jurisdictions in which we operate.

2.4 - Kickbacks are typically payments made in return for a business favour or advantage.

2.5 - Third party means any individual or organisation you come into contact with during the course of your work for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

3. Identifying risks of bribery and corruption

3.1 - We have identified that the following are particular risks for our business:
(a) Delayed authorisations in anticipation of bribes for speedy treatment of such authorisations; and

(b) Requests for employment of family members or goods/services to be acquired from named contractors in return for special treatment by a third party.

3.2 - To address those risks we

(a) have adopted this policy;

(b) comply with all laws;

(d) in high risk countries, advertise for vacancies and tender contracts above a value set by the directors;
(e) carry out due diligence on our suppliers; and
(f) provide ongoing annual training to employees, contractors, consultants and business partners.

4. What you must not do

It is not acceptable for you (or someone on your behalf) to:
(a) give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
(b) give or accept a gift or hospitality during any commercial negotiations or tender process, if this could be perceived as intended or likely to influence the outcome;
(c) accept a payment, gift or hospitality from a third party that you know or suspect is offered with the expectation that it will provide a business advantage for them or anyone else in return;
(d) offer or accept a gift to or from government officials or representatives, or politicians or political parties, without the prior approval of the General Counsel;
(e) threaten or retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this policy; or
(f) engage in any other activity that might lead to a breach of this policy.

5. Facilitation payments and kickbacks

5.1 - We do not make, and will not accept, facilitation payments or "kickbacks" of any kind. See clause 2 for definitions of these terms.

5.2 - You must avoid any activity that might lead to a facilitation payment or kickback being made or accepted by us or on our behalf, or that might suggest that such a payment will be made or accepted. If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the General Counsel.

6. - Gifts, hospitality and expenses

6.1 This policy allows reasonable and appropriate hospitality or entertainment given to or received from third parties, for the purposes of:

(a) establishing or maintaining good business relationships;

(b) improving or maintaining our image or reputation;

6.2 The giving and accepting of gifts is allowed if the following requirements are met:

(a) it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
(b) it is given in our name, not in your name;

(c) it does not include cash or a cash equivalent (such as gift certificates or vouchers);
(d) it is appropriate in the circumstances, taking account of the reason for the gift, its timing and value. For example, in the UK it is customary for small gifts to be given at Christmas;
(e) it is given openly, not secretly;

(f) and it complies with any applicable local law.

6.3 - Promotional gifts of low value such as branded stationery to or from existing customers, suppliers and business partners will usually be acceptable.

6.4 - Reimbursing a third party's expenses, or accepting an offer to reimburse our expenses (for example, the costs of attending a business meeting) would not usually amount to bribery. However, a payment in excess of genuine and reasonable business expenses (such as the cost of an extended hotel stay) is not acceptable.

6.5 - We appreciate that practice varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift, hospitality or payment is reasonable and justifiable. The intention behind it should always be considered.

7. Donations

7.1 - We do not make contributions to political parties.
7.2 - We only make charitable donations that are legal and ethical under local laws and practices. No donation must be offered or made without the prior approval of the General Counsel.

8. Record-keeping

8.1 - We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

8.2 - You must declare to the General Counsel who will keep a written record of all hospitality or gifts given or received over £250 (or of any value if to or from a Government official), which will be subject to managerial review.

8.3 - You must submit all expenses claims relating to hospitality, gifts or payments to third parties in accordance with our expenses policy and record the reason for expenditure.

8.4 - All accounts, invoices, and other records relating to dealings with third parties including suppliers and customers should be prepared with strict accuracy and completeness. Accounts must not be kept "off-book" to facilitate or conceal improper payments.

9. Your responsibilities

9.1 - You must ensure that you read, understand and comply with this policy.

9.2 - The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy.

9.3 - You must notify your line manager OR the General Counsel as soon as possible if you believe or suspect that a conflict with this policy has occurred, or may occur in the future. For example, if a client or potential client offers you something to gain a business advantage with us, or indicates to you that a gift or payment is required to secure their business. Further "red flags" that may indicate bribery or corruption are set out in clause 14.

10. How to raise a concern

10.1 - You are encouraged to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage.

10.2 If you are offered a bribe, or are asked to make one, or if you believe or suspect that any bribery, corruption or other breach of this policy has occurred or may occur, you must notify the General Counsel as soon as possible.

10.3 - If you are unsure about whether a particular act constitutes bribery or corruption, raise it with the General Counsel.

11. Protection

11.1 - Individuals who refuse to accept or offer a bribe, or who raise concerns or report another's wrongdoing are sometimes worried about possible repercussions. We encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

11.2 - We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the General Counsel immediately.

12. Training and communication

12.1 - Training on this policy forms part of the induction process for all individuals who work for us, and annual refresher training will be provided.

12.2 Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.

13. - Breaches of this policy

13.1 - Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.

13.2 - We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.

14. Potential risk scenarios: "red flags"

The following is a list of possible red flags that may arise during the course of you working for us and which may raise concerns under various anti-bribery and anti-corruption laws. 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 the General Counsel:
(a) you become aware that a third party engages in, or has been accused of engaging in, improper business practices;
(b) 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 foreign government officials;
(c) 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;
(d) a third party requests payment in cash, or to provide an invoice or receipt for a payment made;
(e) a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;
(f) a third party requests an unexpected additional fee or commission to "facilitate" a service;
(g) a third party demands or offers lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
(h) a third party requests that a payment is made to "overlook" potential legal violations;
(i) a third party requests that you provide employment or some other advantage to a friend or relative;
(j) you receive an invoice from a third party that appears to be non-standard or customised;
(k) a third party refuses to put terms agreed in writing;
(l) you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;

(m) 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 us