Anti-Bribery and Corruption Policy

1. Purpose

Origin Ledgers (collectively referred to as "Origin Ledgers" or "the Company") are committed to conducting all business activities with the highest standards of integrity, transparency, and compliance. This includes full adherence to global anti-bribery and anti-corruption laws such as the UK Bribery Act 2010 (UKBA), the U.S. Foreign Corrupt Practices Act (FCPA), and similar legislation in other jurisdictions.

This Policy outlines Origin Ledgers’ zero-tolerance approach to bribery and corruption and defines the responsibilities of all personnel and representatives in preventing improper conduct across the Company’s carbon credit registry, exchange infrastructure, and related operations.

2. Scope and Policy Requirements

2.1 Zero Tolerance for Bribery and Improper Payments

Origin Ledgers (“Origin Ledgers”) maintain a strict zero-tolerance policy toward bribery, corruption, and any form of improper payments in all aspects of our operations. This prohibition applies globally, across all jurisdictions and business relationships—whether involving government authorities, regulatory bodies, project developers, third-party validators, or commercial partners. At no point shall Origin Ledgers, its employees, or representatives offer, give, solicit, or accept a bribe or other illicit inducement in any form. The offering or acceptance of such payments to secure regulatory approvals, contract awards, business relationships, or any undue commercial advantage is strictly forbidden, and may expose both individuals and the company to criminal prosecution, financial penalties, disqualification from industry participation, and significant reputational harm.

2.2 Applicability of the Policy This Policy applies to:

• All Origin Ledgers employees, officers, and board members
• Agents, contractors, advisors, validation and verification bodies (VVBs), and any third parties acting on behalf of or in partnership with Origin Ledgers
• All subsidiaries, affiliated entities, and international business units under Origin Ledgers’ operational control

Every individual covered under this Policy has a personal duty to uphold the company’s ethical standards and comply with all applicable anti-corruption laws, including the Swiss Criminal Code, UK Bribery Act (UKBA), U.S. Foreign Corrupt Practices Act (FCPA), and similar laws in other operating jurisdictions. Violations may result in disciplinary measures, including termination of employment or contract, and referral to the appropriate legal authorities.

2.3 Prohibited Conduct

The following are expressly prohibited under this Policy:

• Bribes and facilitation payments
• Kickbacks or undisclosed commissions
• Excessive or lavish gifts or entertainment intended to influence decisions
• Political or charitable contributions made to secure business advantage
• Any benefit or service provided to obtain favorable treatment or circumvent standard procedures

This Policy does not prohibit modest, proportionate, and transparent gifts, hospitality, or expenses incurred as part of legitimate business engagement. However, such benefits must never be used as a form of influence or inducement. Any gift or entertainment with a value above CHF 500 (or foreign currency equivalent) must:

• Be recorded in the internal Gift and Hospitality Log
• Be accompanied by a written explanation and approval from a line manager Items of lower value (CHF 100 or less) generally do not require pre-approval but must still be reported if there is any perception of impropriety

2.4 Use of Judgment and Reporting Obligations

Employees are expected to exercise sound judgment and refer to their line manager or the Compliance Officer when in doubt. Examples:

• Attending a business networking dinner during a conference may not require reporting, especially if the setting is open and inclusive
• However, a private dinner at a luxury venue, particularly involving a limited number of attendees or key stakeholders (e.g., regulatory officials, major clients), must be reported and approved.

When the intent, frequency, or setting of any benefit could create the perception of bias or impropriety, it must be disclosed and documented.

2.5 Implementation and Oversight

This Anti-Bribery and Corruption Policy is implemented through:

• Regular training and awareness sessions
• Monitoring and audits
• Clear reporting channels
• Proactive investigation of concerns

Oversight of this Policy is the responsibility of the Chief Compliance Officer (CCO), who reports directly to the Executive Committee. The CCO:

• Provides interpretive guidance and approvals
• Oversees internal controls and third-party due diligence
• Manages compliance logs and whistleblower reports
• Ensures alignment with Swiss, EU, UK, and U.S. legal frameworks

2.6 Special Considerations for Government Interactions

Engagement with public officials and regulatory authorities demands heightened vigilance. Under the FCPA, UKBA, and Swiss law, any improper payment—regardless of size, intent, or result—can constitute a serious offense. Bribes can include not only cash but also travel, sponsorships, contracts, family employment, or gifts. Liability exists even if the benefit is not delivered, or if the outcome benefits a third party. Employees involved in carbon credit registration, validation, licensing, or international compliance are expected to familiarize themselves with the legal definitions and restrictions concerning public officials, and seek clearance from the Compliance Officer when uncertainty arises.

3. Key Definitions and Compliance Principles

This section defines critical concepts under global anti-bribery laws, provides illustrative examples relevant to Origin Ledgers operations, and outlines individual and organizational responsibilities for compliance.

3.1 Anti-Bribery Laws

Origin Ledgers is subject to a broad range of anti-bribery and anti-corruption statutes, including but not limited to:

• The Swiss Criminal Code (Articles 322ter–322octies)
• The UK Bribery Act 2010 (UKBA)
• The U.S. Foreign Corrupt Practices Act (FCPA)

Applicable regional laws in all jurisdictions where Origin Ledgers conducts business or engages with stakeholders. Under these laws, it is illegal to offer, promise, give, or accept anything of value to secure an improper business advantage. Such advantages may include:

• Influencing the award of a government contract or registry license
• Gaining expedited regulatory approvals (e.g. for project validation)
• Circumventing customs, compliance, or emissions reporting requirements.

Violations may occur even if:

• The payment is never actually made
• The bribe is unsuccessful or ineffective
• The benefit is received by a third party
• The payment was solicited by the public official or demanded under pressure

Origin Ledgers' policy prohibits all such conduct regardless of intent, perceived necessity, or industry norms.

3.2 Foreign Official

A foreign official includes any person who exercises public authority, such as:

• Government employees at any level (national, regional, municipal) Officials from state-owned enterprises or public agencies
• Members of regulatory commissions (e.g., climate or energy regulators) Representatives of international organizations (e.g., UNFCCC bodies)

Even where the individual does not formally identify as a public official, if they act in a governmental capacity or control regulatory outcomes (e.g., permit approvals, policy enforcement), they are considered a foreign official under this Policy.

Origin Ledgers employees must consult the Compliance Officer if there is uncertainty about the status of a counterparty or if a proposed activity involves a government-owned or -controlled entity.

3.3 Prohibited Types of Payments

“Anything of value” includes tangible or intangible benefits that could influence a decision or action. These include, but are not limited to:

• Cash, vouchers, or cash equivalents
• Excessive gifts or hospitality
• Entertainment, travel, or accommodations
• Covering personal expenses for officials or their families
• Job offers, internships, or board appointments (including for relatives)
• Political donations tied to business interests
• Charitable contributions or sponsorships linked to business advantage
• Favorable joint ventures, investment deals, or subcontract awards

These rules apply regardless of whether the benefit goes directly to the official or indirectly to their friends, family, or affiliated organizations.

3.4 Willful Ignorance

Under anti-corruption law, willful ignorance is not a defense. Origin Ledgers, its officers, and employees can be held liable if they:

• Know or should have known that a third party (e.g., agent or validator) is engaging in bribery
• Fail to perform due diligence on partners or suppliers despite red flags
• Proceed with transactions under suspicious conditions without further inquiry Personnel are therefore required to investigate anomalies and report suspicious conduct, even if the employee is not directly involved in the misconduct.

3.5 Accurate Bookkeeping

Origin Ledgers must maintain complete, accurate, and transparent records in accordance with Swiss accounting laws and international compliance expectations. All financial transactions must:

• Be recorded in detail, with purpose, value, and counterparty clearly documented
• Reflect real and lawful business expenses
• Be traceable in the registry and accounting systems

Prohibited practices include:

• Use of off-the-books accounts
• Creating false invoices or backdated records
• Approving vague or excessive expense reimbursements
• Misclassifying bribes as “consulting fees,” “community contributions,” or similar

3.6 Red Flags

Origin Ledgers employees must remain alert to “red flags” that may signal unethical or illegal conduct, especially when engaging third-party intermediaries or dealing with foreign officials. These may include:

• Unusual payment requests (e.g., to offshore accounts, unrelated entities)
• Vague or high-value service agreements without clear deliverables
• Requests for urgent or secretive contract approval
• Agents with no track record or lacking verifiable references
• Resistance to anti-bribery contract clauses or disclosures

All red flags must be reported immediately to the Compliance Officer, and further engagement must be paused until cleared.

3.7 Policy Violations and Disciplinary Measures

Violations of this Policy will be taken seriously and may result in:

• Termination of employment or contractual engagement
• Referral to legal authorities for criminal prosecution
• Civil fines and reputational damage

All Origin Ledgers employees and agents are required to:

• Understand and uphold this Policy
• Seek guidance when unclear about their obligations
• Communicate expectations to subordinates and third parties
• Monitor third-party conduct, particularly when managing validators, project developers, or commercial partnerships
• Report suspected misconduct through designated compliance channels

3.8 Whistleblower Protection

Origin Ledgers enforces a strict non-retaliation policy. Any employee or contractor who reports suspected violations in good faith is protected from retaliation or adverse consequences. Reports may be made to:

• The Compliance Officer
• The employee’s direct supervisor

Footnote:

This Policy is issued by Origin Ledgers and is intended to ensure full compliance with applicable anti-bribery and anti-corruption laws, including but not limited to the Swiss Criminal Code (Articles 322ter–322octies), the UK Bribery Act 2010 (UKBA), the U.S. Foreign Corrupt Practices Act (FCPA), and other relevant international legislation.

The Policy reflects Origin Ledgers’ commitment to operating with integrity, transparency, and accountability in all jurisdictions and across all business functions. This document is reviewed annually or as required by changes in law, business operations, or risk exposure. The latest approved version supersedes all prior versions.

For questions or reporting, contact the Compliance Officer at legal@originledgers.com.