Anti-Bribery and Anti-Corruption Policy

LOPEX UNICONS LTD (trading as UNICONS) is committed to conducting all aspects of its business with integrity and in full compliance with the Bribery Act 2010 and all applicable anti-corruption laws. UNICONS maintains a strict zero-tolerance approach to bribery and corruption in any form, whether direct or indirect, in the United Kingdom or in any other jurisdiction in which it operates.

This policy:

• Sets out the standards of conduct expected of all persons acting for or on behalf of UNICONS;
• Defines prohibited conduct and the circumstances in which gifts, hospitality, and commission arrangements may or may not be acceptable;
• Establishes the procedure for reporting concerns and the protections available to those who do so;
• Forms part of UNICONS' adequate procedures defence under section 7 of the Bribery Act 2010, which provides a defence to corporate liability for failure to prevent bribery where the organisation has in place adequate procedures to prevent associated persons from engaging in bribery.

Bribery and corruption cause real harm — they undermine trust, distort competitive markets, and ultimately damage the students, institutions, and communities that UNICONS serves. Compliance with this policy is therefore both a legal requirement and a matter of organisational integrity.

Bribery: Offering, promising, giving, accepting, or requesting a financial or other advantage with the intention of inducing or rewarding improper performance of a relevant function or activity, or where the acceptance itself constitutes improper performance.

Corruption: Abuse of entrusted power for private gain, whether financial or non-financial.

Facilitation payment: An unofficial payment made to a public or private official to secure or expedite performance of a routine action to which the payer is already entitled. Facilitation payments are prohibited by the Bribery Act 2010 and are expressly prohibited by this policy, regardless of local custom or expectation in any jurisdiction.

Improper performance: Performance of a relevant function or activity that is dishonest, in breach of a position of trust, or that involves conduct that a reasonable person in the United Kingdom would not expect to occur.

Associated person: A person who performs services for or on behalf of UNICONS, including employees, agents, counsellors, affiliates, subsidiaries, joint venture partners, and subcontractors.

Corrupt advantage: Any benefit — financial, material, or personal — that is offered, given, or received with the purpose of influencing a decision or securing an outcome improperly.

This policy applies to all persons acting for or on behalf of UNICONS, without exception:

• All employees of LOPEX UNICONS LTD, whether permanent, fixed-term, part-time, or on secondment;
• All contractors, consultants, and agency workers engaged to provide services to UNICONS;
• All recruitment agents and education counsellors registered on the UNICONS platform and operating under a UNICONS agency agreement;
• All affiliates and referral partners operating under a UNICONS affiliate agreement;
• All partner institutions to the extent that they act on behalf of or at the direction of UNICONS;
• All directors and officers of LOPEX UNICONS LTD.

Agents, counsellors, and other associated persons are required to confirm their acceptance of this policy as a condition of their engagement with UNICONS. Breach of this policy by an associated person may result in immediate termination of their engagement and, where appropriate, referral to the relevant statutory authorities.

The following conduct is strictly prohibited under this policy:

Offering or giving a bribe: Directly or indirectly offering, promising, or giving any financial or non-financial advantage to any person — including a public official, a university employee, or a third party — with the intention of inducing or rewarding improper conduct, or for the purpose of obtaining a business advantage to which UNICONS is not legitimately entitled.

Requesting or accepting a bribe: Requesting, agreeing to receive, or accepting any financial or non-financial advantage as an inducement to perform, or in reward for having performed, a function improperly.

Third-party bribery: Arranging for a third party to offer or accept a bribe on behalf of UNICONS, or facilitating another person's bribery by any means.

Facilitation payments: Making any payment to a public or private official to expedite or secure routine governmental or administrative action. This prohibition applies regardless of the local norms or customs of the country in which such payment may be requested.

Improper commission structures: Structuring agent or counsellor commission arrangements in a manner designed to reward the referral of unqualified, unsuitable, or unwilling students, or to incentivise the provision of misleading or dishonest information to students or institutions.

Laundering proceeds of bribery: Handling or concealing funds that are the proceeds of bribery or corruption.

No instruction from a senior person within or outside UNICONS can authorise conduct prohibited by this policy. If any person feels pressured to engage in conduct that would breach this policy, they must report the matter immediately using the speak-up procedure set out in section 9.

UNICONS recognises that the giving and receiving of gifts and hospitality can be a legitimate part of building professional relationships, and does not prohibit it outright. However, gifts and hospitality must never be used to create an improper obligation, to influence a business decision, or to secure an advantage that UNICONS would not otherwise be entitled to receive.

Acceptable gifts and hospitality: - Modest branded merchandise (pens, notebooks, USB drives) of nominal value; - Business meals in the context of a legitimate meeting, of modest value proportionate to the market and relationship; - Reasonable hospitality at industry events, conferences, and promotional activities, where participation is open and transparent.

Unacceptable gifts and hospitality: - Cash or cash equivalents (vouchers, cryptocurrency, prepaid cards) of any value, given in a professional context; - Gifts or hospitality offered to influence a procurement, referral, admission, or regulatory decision; - Gifts or hospitality offered to or received from public officials, outside of transparently promotional or ceremonial items of negligible value; - Gifts or hospitality offered to or by anyone in the context of a live competitive tender or selection process; - Gifts or hospitality of disproportionate value, regardless of intent.

Register of gifts:

All gifts received or given with a value of £50 or more must be recorded in the UNICONS Gifts and Hospitality Register within 5 working days. The Register records the giver/recipient, the nature and estimated value of the gift or hospitality, the occasion, and whether approval was obtained.

Where there is any doubt about whether a gift or hospitality is appropriate, the individual must seek prior approval from a senior manager or the Compliance Officer before accepting or offering it.

The international student recruitment sector presents specific corruption risks of which all UNICONS personnel must be aware:

Agent commission structures: Commission paid to agents and counsellors for successful student referrals is a lawful and standard industry practice. However, commission arrangements become unlawful or improper where they are structured to reward: - The referral of students who do not genuinely wish to study the course or at the institution to which they have been referred; - The provision of false or misleading information to students or institutions in order to secure a successful referral; - The procurement of offers, visas, or other benefits through improper means.

UNICONS' commission structures are designed to reward genuine, suitable, and ethical referrals only. Agents and counsellors must not accept additional payments, side arrangements, or rewards from institutions that conflict with their duty of care to the student.

University and institutional relationships: UNICONS may receive promotional support, training, or event invitations from partner institutions. These must be managed transparently, recorded where appropriate, and must never give rise to an obligation — real or perceived — to refer students inappropriately or to suppress negative information about an institution.

Visa and immigration processes: No payment may be made to any immigration official, embassy official, or government employee to expedite or secure a visa or immigration outcome. Any request for such a payment must be refused and reported to the Compliance Officer immediately.

UNICONS is committed to ensuring that the third parties it works with — including agents, counsellors, partners, and suppliers — share its commitment to ethical business conduct.

Before onboarding any new agent, counsellor, partner, or significant supplier, UNICONS will conduct proportionate due diligence appropriate to the risk level of the relationship. This includes:

• Verifying the identity and legal status of the entity or individual;
• Checking public and commercial databases for adverse media, regulatory sanctions, or corruption-related records;
• Obtaining a signed commitment to comply with this policy and applicable anti-bribery laws;
• Reviewing the commercial terms of the proposed relationship to ensure they are consistent with legitimate market practice.

Ongoing monitoring:

Third-party relationships are subject to periodic review, with the frequency and depth of review proportionate to the risk level of the relationship. Red flags triggering enhanced review include: - Commission or fee requests materially above market rate; - Requests for payments to unusual accounts, third parties, or cash; - Evidence of a connection to public officials or politically exposed persons; - Adverse media coverage or regulatory action in any jurisdiction.

UNICONS reserves the right to terminate a third-party relationship at any time where due diligence or ongoing monitoring reveals a significant bribery or corruption risk.

Accurate and transparent record-keeping is an essential component of UNICONS' adequate procedures and its ability to demonstrate compliance with the Bribery Act 2010.

UNICONS maintains the following records:

• Gifts and Hospitality Register: Recording all gifts and hospitality given or received above the £50 threshold (see section 5);
• Third-party due diligence records: Records of all due diligence conducted on agents, counsellors, partners, and suppliers at onboarding and review;
• Training records: Records of anti-bribery training completed by all relevant personnel;
• Speak-up reports: A confidential record of all concerns reported under this policy, together with the investigation outcome and any action taken;
• Commission and payment records: Full records of all commissions and fees paid to associated persons, in accordance with the Data Retention and Deletion Policy.

All records must be accurate, complete, and retained for the periods specified in the UNICONS Data Retention and Deletion Policy. No personnel may create false, misleading, or incomplete records. Falsification of records is itself a serious disciplinary matter and may constitute a criminal offence.

UNICONS is committed to ensuring that all personnel within the scope of this policy understand the standards expected of them and the risks associated with bribery and corruption.

All employees and contractors must complete anti-bribery and anti-corruption training: - At induction, before commencing any client-facing or third-party-facing role; - Annually thereafter, as refresher training; - On any material update to this policy or to applicable legislation.

Agents and counsellors are required to confirm their understanding of and commitment to this policy as part of the onboarding process. UNICONS will make anti-bribery guidance and resources available to agents and counsellors through the UNICONS platform.

Training completion is recorded by the UNICONS Compliance function. Personnel who do not complete required training within the specified timeframe may have their access to platform functions or commission payments suspended pending completion.

UNICONS encourages all personnel to speak up if they have a genuine concern that a bribe has been offered, paid, received, or requested, or that any other conduct prohibited by this policy has occurred or is being planned.

How to report:

• Email: enquiry@unicons.co.uk (subject line: ANTI-BRIBERY CONCERN — CONFIDENTIAL)
• Post: LOPEX UNICONS LTD, 214 High Street, Second Floor, Hounslow, TW3 1HB, London, United Kingdom (marked: CONFIDENTIAL — FOR COMPLIANCE OFFICER)
• Anonymous reporting: Where an individual wishes to remain anonymous, concerns may be submitted without identifying information. UNICONS will investigate anonymous concerns to the extent possible, recognising that the absence of identifying information may limit the investigation.

Reports may be made about any person within the scope of this policy, including senior managers and directors. Where a concern relates to the Compliance Officer, the report should be directed to the Director of UNICONS directly.

What to include in a report:

Reports should set out, as fully as possible: - The nature of the concern; - The individuals or organisations involved; - Any evidence available (documents, correspondence, records); - The timeline of events; - Any actions already taken.

Non-retaliation:

UNICONS is committed to protecting persons who raise genuine concerns under this policy in good faith. Any person who makes a good faith report of a suspected bribery or corruption concern will not suffer any detriment, dismissal, disciplinary action, or adverse treatment as a result of making the report, regardless of whether the concern is ultimately substantiated.

This protection applies even if the concern proves to be unfounded, provided the report was made honestly and not maliciously. Concerns raised maliciously, in bad faith, or with the intent to harm another person will themselves be treated as a disciplinary matter.

Investigation process:

On receipt of a report, UNICONS will:

1. Acknowledge the report within 5 working days; 2. Appoint an appropriately senior and impartial investigator; 3. Conduct a proportionate investigation, which may include a review of records, interviews, and engagement with external advisers or statutory authorities as appropriate; 4. Reach a conclusion and determine appropriate action; 5. Notify the reporting individual of the outcome (subject to confidentiality obligations in relation to other parties).

Where the investigation discloses potential criminal conduct, UNICONS will report the matter to the relevant statutory authorities, including the Serious Fraud Office (SFO) or the police.

Consequences of breach:

Breach of this policy is a serious matter. Depending on the nature and severity of the breach, consequences may include:

• Employees and contractors: Formal disciplinary action up to and including summary dismissal for gross misconduct;
• Agents and counsellors: Immediate suspension and termination from the UNICONS platform, with recovery of any commission payments made in connection with the breach;
• Partners and suppliers: Termination of the relevant agreement and, where appropriate, a claim for damages;
• All persons: Referral to the Serious Fraud Office, the police, or other relevant statutory authorities where criminal conduct is disclosed.

In addition, individuals who are found to have engaged in bribery or corruption may face personal criminal liability, including unlimited fines and imprisonment, under the Bribery Act 2010.

Policy review:

This policy is reviewed annually by the UNICONS Compliance Officer, in consultation with senior management and external legal advisers where appropriate. It may be updated between scheduled reviews in response to legislative changes, regulatory guidance, or material changes to UNICONS' business model or risk profile.

Contacts:

Approved by: Director, LOPEX UNICONS LTD Effective date: 1 September 2025 Next review date: 1 September 2026