CITY LODGE HOTELS LIMITED

(“City Lodge”)

ANTI-BRIBERY AND CORRUPTION POLICY

1 PREAMBLE

City Lodge Hotels Limited and its subsidiaries (collectively “City Lodge”) is committed to carrying out its operations with integrity and strives to maintain the highest ethical standards.

City Lodge encourages transparency, ethical behaviour and accountability among all its employees and has a zero-tolerance approach to corruption.

2 PURPOSE

2.1  This policy:

2.1.1 sets out the minimum required standards for preventing bribery and corruption in City Lodge;

2.1.2 provides a summary of the City Lodge policies that are relevant to address anti-bribery and corruption requirements within City Lodge; and

2.1.3 set outs the compliance requirements of applicable laws and regulations in the various jurisdictions in which City Lodge operates.

3 SCOPE

This policy applies to all employees, directors (executive and non-executive), contractors, consultants, agents, suppliers, service providers, associated persons and business partners (“City Lodge Representatives”) of City Lodge or any person who represents City Lodge in any way and is paid for their goods and/or services. The policy applies in the public and private sector, irrespective of the geographic locations of the activities.

4 REGULATORY BACKGROUND

4.1 city lodge is committed to complying with anti-bribery and corruption governance principles and legislation in South Africa, as well as international social compacts set up to prevent corrupt dealings.

4.2 a list of laws, guidance documents and social compact documents that inform this policy is set out in Annexure A.

5 POLICY

5.1 What is Corruption, Bribery and Facilitation Payments?

5.1.1 Corruption is the offering, giving or acceptance of an inducement, reward or payment which may improperly influence the actions of any person, including government officials or political parties. Corruption includes bribery and facilitation payments.

5.1.2 Bribery involves offering something, usually with monetary value, or an advantageous action (can include gifts, entertainment, sponsorship, accommodation, a promotion, a favour or prevention of a loss) to gain an unfair advantage.

5.1.3 Facilitation Payments are improper payments made to expedite governmental processes.

5.1.4 Bribery and Corruption may be committed by public or government officials, as well as companies, directors, employees and any member of the public.

5.2 Prohibited Conduct

5.2.1 The payment, promise or offering to give something to any person in order to improperly influence a decision in City Lodge’s favour is prohibited.

5.2.2 All City Lodge Representatives are prohibited from making or receiving any payments, gifts, offers or promises whether directly or indirectly to any government official, political party or business contact of City Lodge in order to obtain or keep any business or other advantage, or to expedite any process.

5.2.3 City Lodge does not condone any prohibited conduct as aforementioned by the City Lodge Representatives.  

5.2.4 When offering or receiving a gift, invitation or hospitality (which includes, but is not limited to a meal, sports match, event, entertainment or concert, and includes any travelling, accommodation and refreshments. For the purposes of this policy, hospitality also comprises third party travel, which includes payment of accommodation and travel expenses of third parties, such as customers and public officials), employees must reference the Gifts and Hospitality Policy and apply the following directives:

· Do not offer, give or receive a gift or invitation in the period leading up to the conclusion of a contract, sale or purchase;

· Do not offer, give or receive any gifts of cash or cash equivalents such as vouchers, free hospitality tickets etc and;

· Do not accept or offer any gift or invitation that is conditional upon the completion of specified actions; and

· Do not accept or offer any gifts or invitations intended for employees but made directly to their family members in an attempt to avoid the terms of the Gifts and Hospitality Policy.

5.3 Gifts and Hospitality

5.3.1 Gifts and hospitality that fall within City Lodge’s Gift and Hospitality Policy are excluded from the scope of this policy.

5.3.2 City Lodge’s Gift and Hospitality Policy requires the recording of gifts of any value in a gifts register.

5.4  Donations

5.4.1 From time to time City Lodge does make donations to worthy causes or as part of the City Lodge Corporate Social Investment Strategy;

5.4.2 Donations may only be made in accordance with applicable policies as prescribed and must first be approved by the Executive Committee, who will ensure such donations comply with City Lodge’s Corporate Social Investment Strategy.

5.5  Sponsorships

5.5.1 On occasion, City Lodge grants corporate sponsorships to entities or events that enhance its reputation or promote business development;

5.5.2 All sponsorship and applications for sponsorships are made in accordance with the rules and procedures as prescribed in the Sponsorship Policy;

5.5.3 Employees should be wary of giving sponsorship to entities associated with political parties, trade unions, regulatory bodies, supplier or customer bodies; and

5.5.4 All sponsorships must first be approved by the Divisional Director: Sales and Marketing.

5.6  Cross Border Dealings

Employees must be diligent when conducting business with third parties, especially those from foreign countries and who may be politically exposed persons (“PEPs” - individuals who are/or have in the past been entrusted with prominent public functions in a particular country). Due to this, PEPs are considered high risk and therefore an enhanced due diligence should be conducted when dealing with them.

5.7  Sanctions

5.7.1 Sanctions are punitive or restrictive actions that are designed to change the behaviour or conduct of a particular group or country in response to a breach of international law or human rights violations. Country sanctions are onerous and aim to restrict all dealings with a particular country, including with private businesses and individuals. Trading in countries where country sanctions apply is prohibited, and employees are also not allowed to do business or enter into transactions with individuals or entities that are recorded on a sanctions list.

5.7.2 All employees are required to:

5.7.2.1 Ensure that no goods or services are procured from suppliers on a country sanctions list;

5.7.2.2 Disclose any knowledge or suspicion of a transaction involving a sanctioned person, group or country to the Group Legal Officer;

5.7.2.3 Seek advice and guidance from the Group Legal Officer about the impact of sanctions on the business, or if any employee has any concerns about a particular transaction or supplier.

5.7.3 As the international sanctions list changes periodically please first check with the Group Legal Officer if sanctions apply to a suspected country, individual or entity.

6 REPORTING AND DISCLOSING CORRUPT ACTIVITIES

6.1 If an employee is uncertain about whether a particular situation is a transgression of this policy or is a corrupt activity, they should approach the Group Legal Officer for guidance.

6.2 If any person becomes aware of a circumstance or action that violates or appears to violate this policy on bribery and corruption, they are encouraged to:

6.2.1 contact their direct manager; or

6.2.2 contact the Group Legal Officer at spotgieter@citylodgehotels.com; or

6.2.3 they can anonymously contact the City Lodge platform, independently operated by Whistle Blowers (Pty) Ltd provide and maintain a confidential business abuse alert-line facility for reporting allegations of unethical behaviour, illegal actions or actions that violate this policy or the City Lodge Code of Ethics and Business Conduct.

Contact details of the City Lodge Whistle Blowers (Pty) Ltd:

·         Free call: 0800 00 00 36

·         Fax: 086 5222816

·         Email: citylodge@whistleblowing.co.za

·         Online- www.whistleblowing.co.za

6.3 City Lodge is committed to ensuring that no employee suffers any victimisation or retribution as a result of reporting a genuine concern in good faith.

7 CONSEQUENCES OF NON-COMPLIANCE WITH THIS POLICY

7.1 It is the responsibility of every employee to comply with this policy and failure to do so could amount to gross misconduct and a material breach of the contract of employment.

7.2 Any City Lodge Representative who is involved in or assists with committing a corrupt act and fails to comply with this policy and / or any regulatory requirements, whether knowingly, negligently or recklessly, will be subject to contract review procedures which may include reporting to the relevant regulatory authorities. .

7.3 All cases of alleged bribery and corruption will be investigated and followed up by the application of all available remedies. Employees who commit an act of bribery or corruption, violate the City Lodge Code of Ethics and Business Conduct or breach this policy will be subject to disciplinary action, up to and including termination with cause.

7.4 The following is a non-exhaustive list of possible consequences for non-compliance with this policy:

7.4.1 City Lodge requiring enforceable undertakings with the employee, or City Lodge Representative to immediately remediate the non-conformance and implement measures to prevent any future non-conformance;

7.4.2 City Lodge immediately dismissing the employee following disciplinary action;

7.4.3 City Lodge immediately terminating its relationship with the City Lodge Representative and/or backlisting that party from any relationship with any entity within City Lodge;

7.4.4 City Lodge reporting any non-compliance to external regulators as appropriate without notice. This may include criminal, civil or regulatory liabilities or penalties for the parties involved; and

7.4.5 City Lodge could be held criminally liable for failing to prevent bribes wherever in the world they are paid. The penalties for a corporate body that fails to prevent bribery are severe and include criminal liability, an unlimited fine and serious reputational damage. Where actionable, City Lodge will take civil and / or criminal action against the City Lodge Representative for non- compliance with this policy.

8 RELATED POLICIES

This policy is to be read in conjunction with the following City Lodge Policies:

8.1 Code of Ethics and Business Conduct

8.2 Gifts

8.3 Sponsorship

8.4 Whistleblowing

9 PUBLICATION

This policy will be published on the City Lodge website: www.citylodgehotels.com

10 POLICY APPROVAL AND REVIEW

10.1 This policy will take effect on the date of approval.

10.2 This policy will be reviewed and updated from time to time, as circumstances dictate, but not at intervals exceeding three years.

ANNEXURE A – Legislation and Social Compacts: