1. Purpose

Mesa Solutions, Inc. is committed to conducting business with the highest standards of integrity, honesty, and ethical behavior. This Anti-Bribery & Corruption Policy establishes Mesa Solutions, Inc.'s zero-tolerance approach to bribery, corruption, and improper payments in all jurisdictions where we operate, including the United States, United Kingdom, European Union, and Canada.

This policy demonstrates our commitment to compliance with all applicable anti-bribery and anti-corruption laws, including but not limited to:

• The United States Foreign Corrupt Practices Act (FCPA)
• The United Kingdom Bribery Act 2010
• Canadian Corruption of Foreign Public Officials Act (CFPOA)
• European Union anti-corruption directives and national implementing legislation

The purpose of this policy is to protect Mesa Solutions, Inc.'s reputation, maintain stakeholder trust, ensure regulatory compliance, and establish clear standards for ethical business conduct across all our operations.

2. Scope

This policy applies to:

• All Mesa Solutions, Inc. employees, including full-time, part-time, temporary, and contract workers
• All officers, directors, and board members
• All third-party representatives acting on behalf of Mesa Solutions, Inc., including:
  • Business partners and joint venture partners
  • Suppliers, vendors, and contractors
  • Consultants and agents
  • Distributors and resellers
  • Any other third parties conducting business with or on behalf of Mesa Solutions, Inc.

This policy applies to all business activities conducted by or on behalf of Mesa Solutions, Inc., regardless of location, and covers interactions with:

• Government officials and public sector employees
• Private sector clients and customers
• Business partners and suppliers
• Any other commercial or governmental entities

3. Policy Statement

Mesa Solutions, Inc. has a zero-tolerance policy toward bribery and corruption in any form. We strictly prohibit:

• Offering, promising, giving, or authorizing any bribe, kickback, or corrupt payment
• Soliciting, accepting, or receiving any bribe, kickback, or corrupt payment
• Engaging in any form of corruption, whether direct or indirect
• Facilitating or enabling bribery or corruption by third parties

All personnel and third-party representatives must conduct business in accordance with this policy and applicable laws. Violations of this policy may result in disciplinary action up to and including termination of employment, termination of business relationships, and potential criminal prosecution.

4. Definitions

4.1 Bribery

Bribery is the offering, promising, giving, accepting, or soliciting of an advantage as an inducement for an action that is illegal, unethical, or a breach of trust. A bribe can be:

• Money or cash equivalents
• Gifts, entertainment, or hospitality
• Services or favors
• Job offers or employment opportunities
• Business opportunities or advantages
• Political or charitable donations made to influence decisions

4.2 Corruption

Corruption is the abuse of entrusted power for private gain. This includes:

• Misuse of public office or position for personal benefit
• Trading in influence or access
• Nepotism and conflicts of interest
• Embezzlement or theft of public or private funds
• Any other abuse of position or authority

4.3 Facilitation Payments

Facilitation payments (also known as "grease payments") are small payments made to government officials or public employees to expedite or facilitate routine, non-discretionary actions that they are already obligated to perform. Mesa Solutions, Inc. prohibits all facilitation payments, regardless of local customs or practices.

4.4 Government Officials

Government officials include:

• Elected or appointed officials at any level of government
• Civil servants and public employees
• Employees of state-owned enterprises
• Officials of public international organizations
• Political parties, party officials, and candidates for public office
• Family members of any of the above

4.5 Gifts and Hospitality

Gifts and hospitality refer to anything of value offered to or received from business contacts, including:

• Physical gifts or promotional items
• Meals and entertainment
• Travel and accommodation
• Event tickets or invitations
• Any other benefit or advantage

5. Prohibited Activities

Mesa Solutions, Inc. strictly prohibits the following activities:

5.1 Bribery and Corrupt Payments

• Offering, promising, or giving any payment, gift, or benefit to improperly influence any person's decisions or actions
• Accepting or soliciting any payment, gift, or benefit that could improperly influence your decisions or actions
• Making any payment through intermediaries with the knowledge or expectation that it will be used for corrupt purposes

5.2 Facilitation Payments

• Making any payment to government officials to expedite routine services
• Requesting or accepting facilitation payments from others

5.3 Political and Charitable Contributions

• Making political contributions on behalf of Mesa Solutions, Inc. without proper authorization
• Making charitable contributions with the intent to influence business decisions
• Using charitable or political contributions to circumvent anti-bribery laws

5.4 Improper Gifts and Hospitality

• Offering or accepting gifts or hospitality that could reasonably be perceived as intended to influence business decisions
• Providing entertainment or hospitality that is lavish, inappropriate, or creates an obligation

6. Permitted Activities

The following activities are permitted under this policy, subject to the guidelines and approval processes outlined below:

6.1 Reasonable Gifts and Hospitality

Modest gifts and reasonable business hospitality may be acceptable if they:

• Are given openly and transparently
• Are of nominal value (generally not exceeding $100 USD equivalent)
• Are customary and reasonable in the business context
• Do not create any sense of obligation or expectation
• Comply with applicable laws and the recipient's policies
• Are properly recorded and reported

6.2 Legitimate Business Expenses

Reasonable and proportionate business expenses for legitimate business purposes, including:

• Travel and accommodation for business meetings
• Meals during business discussions
• Promotional items of nominal value
• Training and education expenses

All such expenses must be accurately recorded, properly approved, and have a clear business justification.

7. Third-Party Due Diligence

Mesa Solutions, Inc. recognizes that we may be held liable for the actions of third parties acting on our behalf. Therefore, we implement robust due diligence procedures for all third-party relationships.

7.1 Risk Assessment

Before engaging any third party, Mesa Solutions, Inc. will conduct a risk assessment considering:

• The jurisdiction in which the third party operates
• The nature of the services to be provided
• The third party's proximity to government officials
• The third party's reputation and track record
• Any red flags or warning signs

7.2 Due Diligence Process

Our due diligence process includes:

• Background checks on the third party and key personnel
• Review of the third party's anti-bribery and compliance policies
• Assessment of the third party's compliance history
• Verification of business licenses and credentials
• Evaluation of the proposed compensation structure

7.3 Contractual Requirements

All third-party contracts must include:

• Anti-bribery and corruption clauses
• Compliance with applicable laws and this policy
• Rights to audit and monitor compliance
• Termination rights for policy violations
• Indemnification provisions for compliance failures

7.4 Ongoing Monitoring

Mesa Solutions, Inc. will implement ongoing monitoring of third-party relationships through:

• Regular compliance certifications
• Periodic reviews and assessments
• Investigation of any red flags or concerns
• Annual reassessment of high-risk relationships

8. Training and Awareness

8.1 Training Requirements

All personnel must complete anti-bribery and corruption training, including:

• Initial training within 30 days of joining Mesa Solutions, Inc.
• Annual refresher training for all personnel
• Specialized training for high-risk roles and functions
• Additional training when policies are updated or when required by specific circumstances

8.2 Training Content

Training programs will cover:

• This Anti-Bribery & Corruption Policy
• Applicable laws and regulations
• Recognition of bribery and corruption risks
• Proper procedures for gifts, hospitality, and expenses
• Third-party due diligence requirements
• Reporting mechanisms and procedures
• Consequences of policy violations

8.3 Training Records

Mesa Solutions, Inc. will maintain records of all training provided, including:

• Participants and completion dates
• Training content and materials
• Assessment results and certifications
• Ongoing compliance monitoring

9. Reporting Mechanisms

9.1 Reporting Obligations

All personnel have a duty to report suspected violations of this policy or applicable anti-bribery laws. This includes:

• Actual or suspected bribery or corruption
• Requests for improper payments
• Offers of bribes or improper benefits
• Any other conduct that may violate this policy

9.2 Reporting Channels

Reports can be made through multiple channels:

• Direct reporting to immediate supervisors or management
• Human Resources department
• Legal department
• Anonymous reporting through the Mesa Anonymous Reporting Form
• External compliance hotline (where available)

9.3 Investigation Process

All reports will be:

• Treated confidentially to the extent possible
• Investigated promptly and thoroughly
• Documented and tracked to resolution
• Reported to appropriate authorities as required by law

9.4 Protection Against Retaliation

Mesa Solutions, Inc. strictly prohibits retaliation against anyone who:

• Reports suspected violations in good faith
• Cooperates with investigations
• Refuses to participate in prohibited activities

Any retaliation will result in disciplinary action up to and including termination.

10. Legal Compliance

This policy is designed to ensure compliance with applicable anti-bribery and anti-corruption laws across all jurisdictions where Mesa Solutions, Inc. operates, including:

10.1 United States

• Foreign Corrupt Practices Act (FCPA)
• State and local anti-corruption laws
• Federal and state procurement regulations

10.2 United Kingdom

• Bribery Act 2010
• Proceeds of Crime Act 2002
• Related regulations and guidance

10.3 European Union

• EU Convention on the fight against corruption
• National implementing legislation in EU member states
• Public procurement directives

10.4 Canada

• Corruption of Foreign Public Officials Act (CFPOA)
• Criminal Code provisions on corruption
• Provincial and territorial regulations

10.5 Other Jurisdictions

Mesa Solutions, Inc. will comply with the anti-bribery and anti-corruption laws of any jurisdiction in which we operate or conduct business.

11. Disciplinary Actions

Violations of this policy will result in disciplinary action, which may include:

11.1 Internal Disciplinary Measures

• Verbal or written warnings
• Mandatory additional training
• Performance improvement plans
• Suspension with or without pay
• Termination of employment
• Recovery of bonuses or other compensation

11.2 Third-Party Consequences

• Termination of business relationships
• Suspension of business activities
• Exclusion from future business opportunities
• Legal action to recover damages

11.3 Legal Consequences

Violations may also result in:

• Criminal prosecution under applicable laws
• Civil penalties and fines
• Regulatory sanctions
• Debarment from government contracting

12. Governance and Oversight

12.1 Policy Owner

Bianca Weltin is responsible for:

• Overall policy implementation and oversight
• Ensuring adequate resources for compliance
• Regular review and updates of the policy
• Reporting to senior management and the board

12.2 Management Responsibilities

Senior management is responsible for:

• Setting the tone at the top for ethical conduct
• Ensuring adequate compliance resources
• Supporting the policy with appropriate systems and controls
• Taking prompt action to address violations

12.3 Employee Responsibilities

All employees are responsible for:

• Understanding and complying with this policy
• Completing required training
• Reporting suspected violations
• Supporting compliance efforts within their areas of responsibility

13. Monitoring and Review

13.1 Policy Review

This policy will be reviewed annually and updated as necessary to ensure:

• Continued effectiveness and relevance
• Compliance with evolving legal requirements
• Alignment with business operations and risks
• Incorporation of lessons learned and best practices

13.2 Compliance Monitoring

Mesa Solutions, Inc. will monitor compliance through:

• Regular risk assessments
• Internal audits and reviews
• Third-party compliance assessments
• Monitoring of key performance indicators
• Investigation of reported violations

13.3 Continuous Improvement

We are committed to continuous improvement of our anti-bribery and corruption program through:

• Regular benchmarking against industry best practices
• Incorporation of regulatory guidance and developments
• Learning from internal and external compliance experiences
• Stakeholder feedback and engagement

14. Related Policies and Procedures

This policy should be read in conjunction with the following Mesa Solutions, Inc. policies:

• Code of Conduct
• Third-Party Management Policy
• Information Security Policy
• Privacy Policy
• Human Resource Security Policy
• Risk Management Policy

15. Questions and Guidance

For questions about this policy or guidance on specific situations, contact:

When in doubt, seek guidance before taking any action that might violate this policy or applicable laws.

16. Acknowledgment

All personnel must acknowledge receipt and understanding of this policy and commit to compliance with its requirements. This acknowledgment will be documented and maintained as part of personnel records.

Version History

Version	Date	Description	Author	Approved By
1.0	February 10, 2026	Version 1.0	Bianca Weltin	—