ProsperAnti-Bribery Policy

This Anti-Bribery Policy (the “Policy”) is designed to ensure compliance with applicable anti-bribery and corruption laws and to establish best-in-class business practices. The anti-bribery policy applies to all Prosper employees and Prosper operations around the globe, and it is important that you act in accordance with such laws at all times. While bribery and corruption laws vary in each country, the rules at Prosper are simple: ● Prosper Personnel must never pay or offer to pay a bribe or facilitation payment to anyone, including to a Government Official or a Business Partner, with the intent of influencing the recipient’s behaviour or viewpoint;● Prosper Personnel must never request or receive a bribe; and● Prosper Personnel must never use a third party or agent on their behalf or on behalf of the company to pay or receive a bribe.

APPLICABILITY & SCOPE

This Policy applies to all Prosper Personnel and Business Partners, as well as contractors, consultants, and temporary employees or secondees. This Policy applies to both public sector and private sector bribery and corruption risks, and it is not intended to be a substitute for substantive legal requirements of applicable anti-bribery and corruption laws. This Policy and other relevant policies and procedures set a minimum standard that must be followed. Where local laws, regulations, or rules impose a higher standard, that higher standard or stricter guidelines must be followed.

DEFINITIONS

Anything of Value: Any tangible or intangible thing that has value (regardless of amount) to the recipient and may include, but is not limited to: money, transfers of stocks, bonds or any other property, payment of expenses, provision of services of any type, Gifts, Hospitality, travel, employment, job offers, internships, the forgiveness of debt, donations to designated charities, any other transfer of goods, services, or tangible or intangible benefits to the recipient.Business Partner: Any agent, distributor, joint venture and equity investment partner, customs broker, consultant, or any other third party that is authorized to act for, or on behalf of, Prosper.Bribe: Giving, promising, authorizing, or accepting Anything of Value for the purpose of improperly influencing the recipient to act, fail to act, or to otherwise influence the recipient’s behaviour or viewpoint. Family Member: A parent, spouse, romantic partner, sibling, child, stepparent, or in-law. In addition to these individuals, any other person living in the same household will be considered as a Family Member under this Policy.Gift: Any tangible thing of value given or received for free or at a reduced (non-market) cost.Government Entity: Any agency, instrumentality, subdivision, department, or other body of any federal, regional, municipal government or regulatory body; any commercial or similar entity that the government majority-owns, has a material interest in or otherwise controls, including any state-owned and state-operated companies or enterprises including state hospitals, orphanages, universities, and schools; public international organizations such as the International Monetary Fund, United Nations or the World Bank; and any political party. Government Official: An employee or any other person acting in an official capacity or exercising government or regulatory functions, or candidate for such position, regardless of rank, of any Government Entity. Government-Related Entity: Any company or organization owned or controlled by a Government Official or by an individual who is a Family Member of a Government Official.High-Risk Third Party: Any broker, agent, distributor, potential joint venture partner, project management companies, building contractors, and contractors for major equipment supply projects or any consultant, supplier, or other third parties who have been authorized, instructed or contracted to act for or on behalf of Prosper and who will interact with Government Officials or with Government Entities. Hospitality: Any intangible thing of value given or received for free or at a reduced (non-market) cost, including: ● Meals, including lunches, dinners, and refreshments;● All forms of entertainment, such as invitations to sporting events, theatre, cultural events, or Prosper-sponsored events, including those for which tickets are provided; and ● Externally paid-for attendance to professional events, such as conferences, tradeshows, training, etc., including any related travel and accommodation expenses.

POLICY REQUIREMENTS

The rules at Prosper are simple: ● Prosper Personnel must never pay or offer to pay a bribe or facilitation payment to anyone, including to a Government Official or a Business Partner, with the intent of influencing the recipient’s behaviour or viewpoint;● Prosper Personnel must never request or receive a bribe; and● Prosper Personnel must never use a third party or agent on their behalf or on behalf of Prosper to pay or receive a bribe, or to do anything else that they may not do themselves pursuant to this Policy. Bribes can take many forms and can include giving or receiving money, kickbacks, business or employment opportunities, Gifts, Hospitality, entertainment, travel, special “favours,” or Anything of Value for the improper purpose of: ● Influencing a decision;● Obtaining or retaining business;● Obtaining a business permit or other license; or● Influencing the outcome of a government audit, inspection, or decision.
Government Officials and Government Entities This Policy applies to all interactions and transactions in both the public and private sectors. However, particular care must be taken when interacting with Government Officials and Government Entities, which are heavily regulated and may present an increased risk for bribery and corruption. The following are examples of persons who may be considered Government Officials:● Any officer or employee of a foreign government, regardless of rank;● Employees of a government-owned or government-controlled business, such as a state-owned manufacturing company;● Foreign politicians, political parties, or candidates for office; and ● A Family Member or agent of the above.
Facilitation PaymentsFacilitation payments are typically small cash payments provided to government officials to speed up routine government actions such as expediting an import through customs. Prosper prohibits the making of facilitation payments, and Prosper also prohibits efforts to disguise or conceal facilitation payments.
Gifts & HospitalityAt Prosper, we promote successful working relationships and goodwill with our Business Partners, as they are vital to our success. We recognize that appropriate business entertainment such as dining out or attending events can play an important role in strengthening these relationships. Further, we appreciate that there are cultural practices that include gift-giving in countries where we do business. While we respect these practices, we must be careful not to let them override our commitment to comply with the law and our policies. As a general rule, Gifts, Hospitality, and entertainment must never be given or received with the intent to obtain or retain business or to improperly influence a government official’s behaviour or viewpoint. We should also avoid circumstances, including overly lavish meals and/or accommodations, that would create even the appearance of improper intent. Accepting or providing Gifts or Hospitality must always be in compliance with Prosper policies, including Prosper’s Travel & Business Expense Policy, and must be properly recorded and documented.
Gifts & Hospitality: Government OfficialsPayments made to or on behalf of Government Officials for reasonable and bona fide expenses, such as travel or lodging directly and reasonably related to demonstration of Prosper’s products and services or tours of Prosper facilities, may be appropriate and allowable. Such payments apply only to the bona fide expenses of the Government Official and not to his or her Family Members or relatives. Prosper Personnel must always consult with Legal prior to making any such payments or reimbursement of expenses to ensure the activity is in accordance with Prosper policy.
Charitable ContributionsProsper is committed to giving back to the communities where we operate and regularly makes charitable contributions as part of this commitment. However, charitable donations, whether in the form of a cash donation, corporate sponsorship, or any other in-kind benefit, must never be made to any political organization, politician, or any organization that is affiliated or linked to a politician so as to avoid the risk or appearance of bribery and corruption.

This Policy was approved on 22 December 2017