Anti-Bribery & Anti-Corruption Policy

Macro Tech Ventures Sdn. Bhd. (formerly known as Dropee) and its subsidiaries and related companies ("Borong", "the Company")

1. Policy Statement and Top-Level Commitment

Borong adopts a zero-tolerance position against all forms of bribery and corruption. We are committed to acting professionally, fairly and with integrity in all our business dealings and relationships, wherever we operate, and to implementing and enforcing effective systems to prevent, detect and respond to bribery and corruption.

The Board of Directors and senior management of Borong are personally and visibly committed to this Policy. They are responsible for setting the tone from the top, ensuring that anti-corruption compliance is embedded in the Company's strategy, operations and culture, and ensuring that adequate resources are allocated to its implementation. No business objective, revenue target, customer relationship or deadline will ever justify or excuse a breach of this Policy, and no employee will suffer any adverse consequence for refusing to pay or accept a bribe, or for losing business as a result of complying with this Policy.

This Policy is established in line with the Malaysian Anti-Corruption Commission Act 2009 ("MACC Act"), including Section 17A on corporate liability for corruption committed by associated persons, and is guided by the Guidelines on Adequate Procedures issued pursuant to Section 17A(5), which are anchored on the T.R.U.S.T. principles: Top-level commitment, Risk assessment, Undertake control measures, Systematic review, monitoring and enforcement, and Training and communication.

2. Scope and Application

This Policy applies to all directors, officers and employees of Borong, whether permanent, contract, temporary, probationary or interns, and to all third parties acting for or on behalf of Borong, including agents, distributors, consultants, advisers, contractors, suppliers, vendors, intermediaries and business partners ("Associated Persons"). It applies to all of Borong's business activities in Malaysia and in every other jurisdiction in which the Company operates, and across all business lines, including Borong Direct, Borong Marketplace and Borong Credit.

3. Definitions

Bribery means the offering, promising, giving, soliciting, accepting or receiving of any gratification, whether directly or indirectly, as an inducement or reward for a person to act improperly in the performance of their duties, or to obtain or retain business or an advantage in the conduct of business.

Gratification carries the wide meaning given under the MACC Act and includes money, gifts, loans, fees, rewards, commissions, valuable securities, property or interests in property, employment offers, services, favours, discounts not commercially available, hospitality beyond what this Policy permits, and any other advantage of any kind.

Public official includes any officer or employee of any government, state, statutory body, local authority, regulator, government-linked company or public international organisation, any person holding a legislative, administrative or judicial position, and any political party official or candidate for public office.

4. Prohibited Conduct

No director, employee or Associated Person shall, directly or indirectly:

Offer, promise, give, solicit, accept or receive a bribe, kickback or any gratification, in cash or in kind, to or from any person, including public officials, in order to obtain or retain business, influence a decision, or secure any improper advantage;
Offer or accept any gift in connection with Borong's business, as set out in Section 5;
Make facilitation payments of any kind. Facilitation payments are small, unofficial payments made to secure or expedite routine governmental actions, such as processing permits, licences or approvals. They are prohibited under this Policy regardless of amount, local custom or practice, and regardless of whether they are requested or demanded;
Use Company funds, assets, facilities, equipment or resources to make political contributions, or to benefit, support or promote any political campaign, party, politician or candidate, in any country. Employees must not use their position with the Company to influence any person to make political contributions or to support politicians or parties;
Make charitable donations or sponsorships as a subterfuge for bribery or to obtain an improper advantage. All donations and sponsorships must be lawful, made to bona fide organisations for legitimate purposes, approved in accordance with the Company's internal authority limits, transparent, and accurately recorded in the Company's books; or
Conceal, fail to report, or assist any other person to commit or conceal, any of the above.

Attempted bribery, and bribery through intermediaries, family members or associates, are treated identically to completed and direct bribery.

5. No-Gift Policy

Borong practises a strict no-gift policy. Directors, employees and Associated Persons must not, directly or indirectly, give, offer, solicit or accept gifts of any kind or of any value in connection with Borong's business or by reason of their position in the Company. This prohibition applies to gifts to or from customers, buyers, vendors, suppliers, merchants, financiers, business partners, public officials and any other party that has, or seeks, a business relationship with Borong, and it applies during festive seasons and personal occasions no less than at any other time.

Where a gift cannot reasonably be refused or returned without causing offence or embarrassment, for example a token presented publicly at an official ceremony or event, the recipient must declare the gift to the People & Culture Department immediately, and in any case within five (5) working days. Declared gifts are surrendered to the Company and will be donated to charity, shared for the collective benefit of employees, or otherwise dealt with at the Company's direction. Under no circumstances does a declared gift become the personal property of the recipient.

Reasonable and modest meals or refreshments provided in the ordinary course of a genuine business meeting are not treated as gifts for the purpose of this Policy, provided that they are infrequent, openly provided, proportionate, properly recorded as a business expense, and could not reasonably be perceived as intended to influence any business decision. Any hospitality beyond this standard, and any hospitality involving a public official, requires prior written approval from Management.

6. Dealings with Public Officials

Interactions with public officials, ministries, agencies, regulators and government-linked companies carry heightened corruption risk and attract severe penalties under the MACC Act. No payment, gift, donation, hospitality, employment offer or anything of value may be offered, promised or given to any public official, directly or through any intermediary, for the purpose of influencing any act or decision, securing any approval, or obtaining or retaining business. All engagements with public bodies, including tenders, licensing matters and grant applications, must be conducted transparently, through official channels, and must be properly documented.

7. Third Parties and Associated Persons

Under Section 17A of the MACC Act, Borong may be criminally liable where an Associated Person commits corruption for the Company's benefit, unless the Company can demonstrate that it had adequate procedures in place. Accordingly, Borong applies the following controls:

Risk-based due diligence is conducted on Associated Persons before appointment or onboarding, and periodically thereafter, proportionate to the corruption risk of the relationship;
Contracts with Associated Persons include anti-bribery and corruption compliance obligations, audit and information rights where appropriate, and rights of suspension and termination for breach;
Associated Persons are notified of this Policy and of the Borong Supplier & Vendor Code of Conduct, and are expected to maintain equivalent standards within their own organisations; and
All payments to Associated Persons must be for legitimate goods or services actually provided, at fair market value, supported by proper documentation, and made through approved and traceable banking channels. Payments in cash, to third-party accounts, or to accounts in jurisdictions unrelated to the counterparty are prohibited.

8. Books, Records and Internal Controls

All transactions, expenses, assets and liabilities must be recorded accurately, completely and in a timely manner in Borong's books and records, in accordance with applicable accounting standards. No undisclosed or unrecorded accounts may be maintained for any purpose, and no false, misleading, artificial or incomplete entries may be made for any reason. Internal financial controls, approval limits and segregation of duties are maintained to reduce the opportunity for corrupt payments to be made or disguised.

9. Risk Assessment, Training, Monitoring and Review

Borong conducts periodic corruption risk assessments across its business lines, functions and third-party relationships, and updates its controls in response to identified risks. All directors and employees receive communication and training on this Policy appropriate to their roles, with additional focus for roles exposed to procurement, sales, tenders, government engagement and finance. Compliance with this Policy is monitored, and the Policy and its supporting procedures are subject to systematic review, at minimum once every three (3) years, and additionally whenever there is a material change in law, regulatory guidance or the Company's business circumstances.

10. Reporting Concerns

Every director, employee and Associated Person has a duty to report any known or suspected violation of this Policy. Reports should be made through the channels set out in the Borong Whistleblowing Policy: by email to report@borong.com or by letter to the Head of People & Culture. Reports may be made anonymously, will be treated confidentially, and are protected against retaliation. No person will suffer demotion, penalty or other adverse consequence for raising a genuine concern or for refusing to engage in bribery, even if such refusal results in the loss of business.

11. Consequences of Violation

Violations of this Policy constitute serious misconduct and will result in disciplinary action up to and including termination of employment, or the suspension, delisting or termination of the relevant business relationship, in addition to referral to the relevant authorities. Individuals are reminded that bribery and corruption are criminal offences under the MACC Act, punishable by substantial fines and imprisonment, and that under Section 17A(3), directors, controllers, officers, partners and members of management may be personally deemed to have committed an offence where the Company is convicted, unless they can prove the offence was committed without their consent or connivance and that they exercised due diligence to prevent it.