Study Group Anti-Bribery and Corruption Policy Statement

EDU UK Topco LimitedAnti-Bribery & Corruption Policy 20123.6. Political Activities Study Group reserves the right to communicate its position on important issues to political candidates, elected representatives and other government officials and other political organisations. It is our policy to comply with all local, state, federal, foreign and other applicable laws, rules and regulations regarding political contributions. If employees engage in personal political activity on their own time, they must take particular care not to imply that they are acting on behalf of Study Group. 3.7. Charitable Gifts and Contributions Study Group is committed to meeting its social responsibilities and to investing in the communities with whom we interact with on a daily basis. This commitment is reflected in Study Group’s companywide charity – Building Futures – which continues to make a difference by funding the construction of schools for disadvantaged communities. It is important that Study Group’s efforts in this regard are free from suspicion and are not made as an inducement for the purpose of obtaining any improper advantage. All charitable gifts and contributions must be reviewed and approved in accordance with appropriate delegated authority levels. All charitable gifts and contributions must be accurately recorded and processed through normal payables processes. 3.8. Gifts and Entertainment Gifts and entertainment may be perceived to be bribes, if they are given or received with the intention of improperly gaining a business advantage. It is important that gifts and entertainment given or received by Study Group employees are not made for the purpose of obtaining any improper business advantage or favour. All gifts and entertainment should be of a reasonable value and should be appropriate to the nature of the business and local customs. Employees of Study Group should abide by the Gifts and Entertainment Policy included within the Study Group Business Conduct Policy. All gifts and entertainment given or received must be accurately recorded and be subject to appropriate review and approval in line with local delegations of authority. 3.9. Educational Agents and other Third Parties Study Group will only work with approved Educational Agents. Educational Agents wishing to represent Study Group will be subject to Study Group’s due diligence processes and must be approved and signed off by the Regional Sales Director, Sales & marketing Director and/or Divisional Managing Director. Prior to representing Study Group, a formal Agency Agreement detailing commercial terms and arrangements must be documented and signed by both parties. The Agency Agreement must include, as a minimum, the term of the arrangement, commission rates, bonus structures and other payment terms that Study Group and the Educational Agent have agreed upon. All Study Group -­‐ Anti-­‐Bribery and Anti-­‐Corruption Policy Version 1.2 7

EDU UK Topco LimitedAnti-Bribery & Corruption Policy 2012approved Educational Agent relationships must be added to the agents register maintained on the Central Agent Database. All Agency Agreements must be retained. No payments shall be made to agents which are outside of the terms of the agency agreement. Any payment requests that fall outside of the Agent Agreement must be escalated to the relevant Divisional Managing Director. All Educational Agents flagged by the enrolment system as ‘non-­‐active’ must be removed from the Central Agent Database. Ownership of the Central Agent Database sits with senior sales management. No payments should be made to non-­‐active Educational Agents. 3.10. Contract Tendering In tendering for a contract Study Group will operate and participate in tenders in a transparent manner and in good faith. It shall tender for any educational service contracts based on the information required and it shall price its services accordingly, but mindful of our commercial drivers. All tenders undertaken by Study Group shall be notified to the Global Chief Executive Officer and/or the Global Chief Financial officer of the Group and where necessary such tenders shall be brought to the attention of the Board. All contractual and payment aspects of the tender shall be clearly documented with all beneficiaries of payments recorded. 4.1. Know and Understand This Anti-­‐Bribery and Corruption Policy Study Group expects all employees, and third parties acting for or on our behalf, to read and understand the information included in this policy. If you have any queries on the information included within this policy document or require further information on anti-­‐bribery and compliance risks, legislation or compliance responsibilities, please contact the Executive Director – People & Culture in the first instance. 4.2. Do Not Feel Pressured Study Group is unequivocal in its commitment towards compliance with all anti-­‐bribery and corruption legislation and behaving ethically at all times. Employees will never be expected to violate any law, policy or ethical standard, and should never feel pressured to do so. Employees are expected to act with integrity and report any pressure received. 4.3. Do Not Make Assumptions Study Group encourages all employees to take personal responsibility for reporting all concerns and potential violations, incidents or breaches of this policy. All reports will be investigated and action taken as required in accordance with this policy. 4.4. Behave Ethically and Morally Study Group expects all employees, and third parties acting for, or on behalf of Study Group, to behave and act in a professional and ethical manner at all times. Employees and third parties are expected to apply the principles of this policy to everyday actions in connection with Study Group and its values. Study Group -­‐ Anti-­‐Bribery and Anti-­‐Corruption Policy Version 1.2 8

EDU UK Topco LimitedAnti-Bribery & Corruption Policy 20125.1. Zero Tolerance A Study Group employee who violates or attempts to violate this anti-­‐bribery and corruption policy, or any other formal Study Group policy, may be subject to disciplinary action, up to and including termination. Some possible consequences of non-­‐compliance are outlined below. Please remember that these possible consequences are not exhaustive. 5.2. Employees Non-­‐compliance with this Policy may lead to: • Criminal prosecution, fines and imprisonment • Personal liability under the laws of more than one jurisdiction; • Damage to your reputation and inability to find employment elsewhere; • Disciplinary action, up to and including termination of employment; and 5.3. Group-­‐wide Non-­‐compliance with this Policy may lead to: • Criminal, civil or regulatory liabilities or penalties for Study Group or Employees; • The unenforceability of contracts entered into by Study Group as a result of illegality. 5.4. Educational Agents Non-­‐compliance with this Policy may lead to: • Study Group terminating the agency agreement in place with the educational agent. 5.5. How to Report a Violation In the event that an employee is offered a bribe or facilitation payment, or becomes aware of a potential or actual violation of this policy by a colleague or other third party, the incident should be immediately escalated to the relevant Regional Managing Director, Finance Director and HR Director. It is important to Study Group that all incidents of non-­‐compliance and violations with this policy are reported. As such, you will not face retaliation for making a report or escalating an incident. All employees are encouraged to report any concerns in good faith and all information provided will be treated in the strictest confidence. If you are not comfortable reporting to either the relevant Regional Managing Director Finance Director and HR Director contacts, reports can be made directly and confidentially to the Global contacts provided in section 3.2 Study Group -­‐ Anti-­‐Bribery and Anti-­‐Corruption Policy Version 1.2 9

EDU UK Topco LimitedAnti-Bribery & Corruption Policy 20126.1. Policy Summary Employees are: • Prohibited from offering, promising, or paying a Bribe of any kind; • Prohibited from accepting or soliciting a Bribe of any kind (and must report any such offers); • Prohibited from making Facilitation Payments; and • Prohibited from making any transfer of anything of value to a Public Official 6.2. Red Flags All employees, and third parties acting for, or on behalf, of Study Group, must ensure that they have read and understood this policy and must remain alert to potential bribery and corruption risks. In particular, Study Group wishes to highlight the following examples of bribery and corruption risks that employees and third parties should remain alert to: • Cash Payments: Employees should be extremely cautious of requests received from individuals or companies to pay cash for goods or services provided. In the event that a cash payment is requested, the request should be immediately declined and full information of the incident escalated through the Regional and Global escalation channels detailed in section 3.2. • Over Commission Payments: Commission payments must be made in accordance with contractual agreements – for example Agency Agreements. Employees should remain alert to requests for unusually high commission payments as these are often key risk indicators for potential bribery. • Offer of Inducements: Study Group reminds employees, and third parties acting for, or on behalf, of Study Group, to remain vigilant to any offers of potential inducement. If you are unsure, refuse the offer and escalate the incident accordingly. • Consultant Appointment Recommendations: Be cautious in the event that a third party consultant is recommended to Study Group by a government official – for example as part of a tendering process. In these instances, escalate details of the offer through the Regional and Global escalation channels as detailed in section 3.2. Study Group -­‐ Anti-­‐Bribery and Anti-­‐Corruption Policy Version 1.2 10