Conflicts of Interest Policy

1. Purpose

The purpose of this Conflict of Interest Policy (“Policy”) is to establish a clear and comprehensive framework for the identification, disclosure, documentation, escalation, mitigation, and monitoring of actual, potential, or perceived conflicts of interest within Trade Room registry and Origin Ledgers ("Origin Ledgers" or "the Company").

This Policy is designed to:

• Protect the integrity and credibility of Origin Ledgers’ governance, technical infrastructure, and registry operations
• Ensure transparency, impartiality, and trust in Origin Ledgers’ relationships with project developers, credit buyers, scientific advisors, third-party validators, and policy stakeholders
• Align Origin Ledgers’ internal standards with the Industry Best Practice, the Swiss Code of Obligations, and international norms including those under the FCPA and UKBA

2. Scope

This Conflict of Interest Policy applies to all individuals involved in the governance, operations, and advisory functions of Trade Room registry and Origin Ledgers (“Origin Ledgers”). This includes employees, contractors, consultants, scientific advisors, board observers, and members of the Board of Directors (collectively referred to as “Covered Persons”).

The Policy is binding on all staff and affiliated personnel who may, through their roles, influence the design, evaluation, validation, issuance, or oversight of carbon offsetting activities, scientific standards, partnerships, or registry operations.

This Policy governs all professional activities conducted on behalf of Origin Ledgers, including decision-making, standard-setting, protocol review, scientific engagement, procurement, and any external representation where a conflict of interest may arise. Third parties working with Origin Ledgers are expected to comply with the principles of this Policy and may be required to disclose potential conflicts when engaging with Origin Ledgers-managed processes. Noncompliance may lead to exclusion from projects, revocation of access rights, or termination of engagement.

3. Definition of Conflict of Interest

A conflict of interest arises when an individual’s or entity’s personal, financial, professional, or institutional interests—whether direct or indirect—interfere, or may appear to interfere, with their impartial judgment, integrity, or objectivity in the execution of their responsibilities to Trade Room registry and Origin Ledgers (“Origin Ledgers”).

In the context of Origin Ledgers, a Conflict of Interest may occur when a Covered Person’s ability to carry out duties related to the development, review, approval, issuance, or oversight of carbon offsetting protocols, scientific standards, or registry functions is compromised by competing interests. This includes situations where private gain, external relationships, or professional loyalties conflict with Origin Ledgers’ role as a neutral platform responsible for quantifying and reporting high-integrity emissions data.

Conflicts may affect decisions related to:

• Project validation or verification oversight
• Scientific methodology development or peer review
• Platform governance, policy alignment, or strategic partnerships
• Financial transactions, contracting, or advisory appointments

3.1 Types of Conflicts Recognized Under This Policy

This Policy recognizes three forms of conflict:

• Actual Conflict of Interest: A situation in which a conflict has already materialized and is influencing actions or decisions.
• Potential Conflict of Interest: A situation where a conflict is foreseeable, based on circumstances or relationships, even if it has not yet occurred.
• Perceived Conflict of Interest: A situation that may not involve any wrongdoing but could reasonably be seen by external stakeholders as compromising impartiality or credibility.

All three forms are treated seriously under this Policy and must be disclosed and managed proactively, regardless of the intent or outcome of the action in question.

3.2 Nature and Duration of Conflicts

Conflicts may be:

• Persistent and structural, such as ongoing external affiliations with carbon project developers, technology providers, or consulting firms in the climate sector. These require continuous monitoring and ongoing mitigation strategies.
• Event-specific or situational, such as participating in the review of a methodology linked to a prior employer, or evaluating a proposal from a related party. These are typically addressed through disclosure and ad hoc recusal procedures.

Some conflicts may be prohibited altogether under applicable law or Origin Ledgers’ own integrity standards. Others may be permitted only if disclosed in full and subject to appropriate mitigation or exclusion protocols.

4. Identification of Conflicts of Interest

In the operational and governance context of Trade Room registry and Origin Ledgers ("Origin Ledgers"), the risk of a Conflict of Interest may arise from a variety of internal or external affiliations, financial interests, or dual roles that have the potential to compromise—or appear to compromise—the impartiality and integrity of Origin Ledgers’ decision-making processes.

Conflicts of interest must be proactively identified at all levels of the organization, particularly in relation to emissions auditing and quantification, registry management, protocol development, validation and verification, and stakeholder engagement. Examples of situations that may give rise to a conflict of interest at Origin Ledgers include, but are not limited to:

• Personal or financial interests in credited suppliers: An individual employed by, advising, or holding shares in a project manager or supplier that is actively registering emissions offsets via the Trade Room registry.
• Direct or indirect interests in credit buyers: Involvement in or financial relationships with an organization purchasing credits through Origin Ledgerss’s offsetting programs, particularly when registry or transaction fees are involved.
• Affiliations with Validation and Verification Bodies (VVBs): Holding a role—either as an employee, consultant, or shareholder—in an independent VVB engaged by Origin Ledgers to audit specific projects listed on the Trade Room registry.
• Cross-organizational appointments: Serving as a board member, staff member, or advisor in other organizations engaged in carbon market activities, such as other registries, credit rating agencies, buyers, developers, standard-setting bodies, or platforms competing with or interacting with Origin Ledgers services.
• Undisclosed involvement in protocol authorship or certification services: Having contributed to or financially benefiting from methodologies or verification frameworks that are under review or consideration within Origin Ledgers’ science governance process.

Even if these interests do not influence the individual’s behavior, their existence alone may give rise to a perception of bias, which must be managed with the same seriousness as an actual conflict.

5. Responsibilities

5.1 Responsibilities of Employees, Contractors, Advisors, and Scientific Contributors

All individuals engaged in Origin Ledgers’ operations—whether as employees, independent contractors, technical advisors, scientific reviewers, or other affiliated contributors—are responsible for upholding the integrity and impartiality of the organization by fully complying with this Conflict of Interest Policy.

Upon onboarding, and periodically thereafter, each individual must formally declare any actual, potential, or perceived conflicts of interest. For those who joined Origin Ledgers before this Policy was issued, disclosures must be submitted promptly upon receipt of this Policy.

Disclosure and Mitigation Workflow

All disclosures are reviewed by the individual’s line manager or functional supervisor, who will assess the relevance and materiality of the conflict. Where a conflict is deemed substantive, the supervisor shall propose a Conflict Mitigation Plan, which must be submitted to the Executive Leadership Team for review and approval. The mitigation plan must aim, wherever possible, to eliminate the conflict. If elimination is not feasible due to the individual’s role or the nature of the relationship, the plan must detail specific actions to neutralize the influence of the conflict, such as:

• Recusal from decision-making or access to sensitive information related to the conflict
• Withdrawal from advisory or voting responsibilities on relevant protocols, projects, or partners
• Termination of the external engagement or financial interest giving rise to the conflict, if other measures are deemed insufficient
• Each plan must be tailored to the specific circumstances and reviewed on an annual or situational basis, depending on the risk level.

5.2 Ongoing Individual Duties

All Covered Persons (excluding Board Directors, addressed in Section 5.4) are expected to:

• Comply with this Policy and all related procedures and reporting requirements.
• Declare any known or emerging conflicts of interest and cooperate fully in developing and enacting mitigation strategies.
• Demonstrate professional independence, objectivity, and ethical discretion in their work at Origin Ledgers
• Avoid, wherever possible, any external relationships or roles—including with project developers, buyers, VVBs, or methodology authors—that could reasonably give rise to conflicts with their duties at Origin Ledgers.
• Refrain from exercising direct or indirect authority over the hiring, performance assessment, compensation, or contract terms of family members or individuals with whom they have a close personal relationship.
• Protect confidential information accessed through their position and not misuse internal data (including market-sensitive or project-related data) for personal or third-party gain.
• Maintain vigilance around conflicts that may arise from past, present, or future engagements, including advisory roles or ownership stakes in market participants.
• Disclose any new conflicts promptly and in writing to their supervisor or to the Compliance Officer when appropriate.

5.2 Responsibilities of Functional Supervisor

At Trade Room registry and Origin Ledgers (“Origin Ledgers”), Functional Supervisor play a critical role in ensuring the effective implementation and enforcement of this Conflict of Interest Policy. As direct supervisors of staff, contractors, and advisors, Functional Supervisor are entrusted with the responsibility to identify, assess, manage, and monitor conflicts of interest within their respective teams, while also promoting a culture of ethical transparency and regulatory compliance.

Managerial Duties and Ethical Oversight

Functional Supervisor must adhere to all provisions applicable under Section 5.1 and demonstrate leadership in embedding conflict-of-interest awareness across day-to-day operations. Specifically, Functional Supervisor are expected to:

• Model and enforce policy compliance within their teams, ensuring all individuals understand their responsibility to declare conflicts of interest at onboarding and as circumstances change.
• Promote an organizational culture rooted in ethical conduct, impartiality, and fairness—particularly in engagements involving emissions offsetting, validation and verification bodies (VVBs), and scientific reviewers.
• Allocate roles and responsibilities strategically, minimizing exposure to potential conflicts. Assignments should be structured to avoid placing individuals in positions where personal or external interests could intersect with their professional duties.
• Proactively monitor for actual, potential, or perceived conflicts in their department, including changes in roles, new hires, promotions, or external affiliations that could create ethical risk.
• Assess the materiality and risk level of any conflict disclosed or observed. Where appropriate, Functional Supervisor must determine whether a conflict exists and initiate next steps for resolution.
• Develop and recommend a Conflict Mitigation Plan for any confirmed conflict. This plan must include practical steps to prevent or neutralize undue influence, such as recusal, reassignment of responsibilities, restricted access to information, or in some cases, divestment or withdrawal from external roles. Once drafted, the plan must be escalated for review to the Executive Leadership Team. Where escalation to the Executive Team is inappropriate or impractical, the plan should be submitted to the Chief People Officer or the Board of Directors, depending on the nature of the conflict and seniority of the individual involved.
• Implement and enforce the Mitigation Plan, ensuring the affected individual adheres to the agreed restrictions or corrective measures. Functional Supervisor are also responsible for conducting ongoing monitoring to verify compliance over time.
• Respond appropriately to any breach of the Mitigation Plan. In cases of non-compliance, Functional Supervisor must assess the severity, intentionality, and recurrence of the violation. Actions may range from formal written warnings to termination of engagement, depending on the seriousness of the breach. All breaches must be documented and reported to the Executive Team or the Board for review and potential intervention, including escalation of remedial actions if deemed necessary.
• Maintain thorough documentation of all declared conflicts, mitigation measures, and compliance activities. These records must be reviewed at least annually, or more frequently if the risk profile of the individual or business unit changes.

5.3 Responsibilities of Committee Members and Governance Role Holders

All individuals who hold governance responsibilities within Trade registry and Origin Ledgers— including members of any Board-established committees, technical panels, scientific councils, or strategic governance groups (excluding formal Directors)—are required to actively uphold and promote the integrity of Origin Ledgers’ operations through diligent identification, mitigation, and management of conflicts of interest. These individuals (“Governance Role Holders”) occupy influential positions in shaping policy, reviewing methodologies, advising leadership, or overseeing program functions, and therefore must adhere to the highest ethical standards in accordance with this Policy.

Ongoing Responsibilities

Each Governance Role Holder, including Committee Members, must:

• Fully comply with all applicable provisions outlined in Sections 5.1 (individual responsibilities) and 5.2 (supervisory responsibilities), particularly in disclosing, documenting, and escalating conflicts of interest.
• Prioritize the interests of Origin Ledgers above personal, professional, or external interests when engaging in governance-related activities, ensuring that their decision-making remains free of bias or undue influence.
• Support the communication and enforcement of this Policy, including contributing to the development, dissemination, and operationalization of procedures for conflict identification, documentation, escalation, mitigation, and monitoring across COrigin Ledgers’ scientific, operational, and commercial functions.
• Apply a cross-functional lens when evaluating potential or emerging conflicts, considering how decisions may affect or be affected by overlapping interests across departments, committees, or external partnerships.
• Periodically review and improve the effectiveness of conflict of interest controls within their committee or governance domain, including corrective action where mitigation measures are found to be ineffective or outdated.
• Promptly disclose any personal, professional, or institutional conflicts that may arise in connection with their governance role, particularly those stemming from affiliations with carbon credit project developers, buyers, VVBs, or methodology platforms. Disclosures must be made in writing and submitted to the Executive Leadership Team—or, where escalation is more appropriate, to the Board.
• Recuse themselves from all deliberations or decisions—including discussion, voting, and formal recommendations—where a material conflict has been identified. This includes abstaining from any resolution or matter where the conflict involves themselves, their affiliates, or organizations they represent.
• Avoid participation in activities that directly compete with Origin Ledgers’ mission or services, including engagements with alternative registry platforms, protocol issuers, or technology providers, unless prior written approval is granted by the Executive Leadership Team or the Board.
• Refrain from representing Origin Ledgers in any transaction or negotiation where they or a third party they are affiliated with may benefit, unless such representation is explicitly authorized in writing by the Board following full disclosure.
• Maintain up-to-date disclosures of any external appointments, financial interests, institutional affiliations, or emerging relationships that may give rise to conflicts throughout their term of service. Updates must be submitted promptly whenever circumstances change.

5.4 Responsibilities of Directors

All members of the Board of Directors of Trade Room registry and Origin Ledgers (“Origin Ledgers”) are held to the highest standards of ethical conduct, fiduciary responsibility, and impartiality. As fiduciaries of a market-enabling infrastructure, Directors must act in the best interest of the organization and its mission to uphold scientific integrity, neutrality, and credibility in the voluntary carbon market. Origin Ledgers requires that each Director proactively identify, disclose, manage, and mitigate actual, potential, or perceived conflicts of interest throughout their tenure. Directors must exercise judgment and independence consistent with their legal duties and this Policy.

5.4.1 General Obligations of Directors

Directors must:

• Act at all times in the best interest of Origin Ledgers, ensuring that personal or external interests do not influence the direction or operations of the company.
• Adhere to the principles and obligations outlined in this Policy as well as the statutory and fiduciary duties applicable to directors of a Swiss Aktiengesellschaft (AG) or equivalent legal structure, including duties of loyalty, care, diligence, and avoidance of self-dealing.

5.4.2 Declaration and Management of Conflicts ("Relevant Interests")

For any interest or affiliation that may give rise to a conflict (a “Relevant Interest”), the concerned Director (the “Interested Director”) must:

• Declare the nature and scope of the Relevant Interest at the earliest opportunity—either verbally during a Board or Committee meeting, or in writing to the Chair of the Board and the Corporate Secretary.
• Maintain accuracy and currency of all declared interests throughout their term, updating disclosures promptly as relationships or roles evolve.
• Recuse themselves from all deliberations or decisions—including discussions, voting, and influencing others—on any matter where the conflict pertains to them or to an entity in which they have a financial, governance, or representational role.
• Comply with any additional conditions or restrictions that may be imposed by the Board or (where applicable) the shareholders. These may include limitations on access to materials, reassignment of oversight responsibilities, or temporary suspension from relevant committees.
• Abstain from representing Origin Ledgers in any transaction or external engagement involving themselves or a related third party, unless such participation is expressly authorized in writing by the Board following full disclosure and due assessment.

5.4.3 Oversight and Escalation Responsibilities

In addition to managing their own conflicts, Directors are expected to:

• Review and evaluate conflicts of interest reported by others, including any Mitigation Plans presented by Functional Supervisors, and help determine appropriate measures to manage or resolve those conflicts.
• Apply a comprehensive perspective in identifying emerging or systemic risks—particularly in relation to Origin Ledgers’ cross-disciplinary operations (e.g., registry, policy, science, and commercial functions).
• Participate in the refinement and oversight of internal controls, ensuring conflict management systems are robust, auditable, and aligned with Origin Ledgers’ broader integrity framework.
• Lead by example in the ongoing communication, refinement, and enforcement of this Policy across all levels of governance.

6. Procedures for Managing Conflicts of Interest

To ensure the highest standards of integrity, transparency, and impartiality, Trade Room registry and Origin Ledgers (“Origin Ledgers”) follows a structured and accountable process for identifying, evaluating, resolving, and monitoring conflicts of interest across all areas of governance, operations, and scientific engagement.

The following procedures define how conflicts of interest are managed within the organization:

6.1 Awareness and Training

Origin Ledgers provides regular conflict of interest training and awareness programs to all Covered Persons, including staff, contractors, scientific contributors, and governance role holders. These sessions:

• Highlight scenarios where conflicts are most likely to arise (e.g., emissions calculation, methodology review, validator selection)
• Reinforce the legal and ethical obligations under this Policy
• Offer guidance on how to prevent, identify, disclose, and escalate potential conflicts
• Support a culture of proactive compliance and ethical decision-making

All onboarding processes include a mandatory training module on conflict of interest responsibilities, and refresher sessions are conducted at least annually.

6.2 Review and Assessment of Disclosures

• Assess the nature, severity, and materiality of the conflict
• Determine whether the conflict is actual, potential, or perceived
• Evaluate the risk it poses to Origin Ledgers’ operations, decision-making, or reputation
• Recommend whether a Mitigation Plan is necessary and propose suitable mitigation strategies (see Section 5.2)

6.3 Resolution and Mitigation Measures

If a conflict is confirmed, Origin Ledgers will implement appropriate and proportionate mitigation measures to resolve or neutralize the risk. These may include:

• Recusal from deliberations, decisions, or project evaluations
• Reassignment of responsibilities or exclusion from specific working groups or committees
• Limitation of access to sensitive information or systems
• Divestment or relinquishment of the external interest giving rise to the conflict, in extreme or persistent cases
• Board-imposed conditions on Directors where required by governance rules or Articles of Association Each mitigation measure is documented in a formal Conflict Mitigation Plan, approved by the relevant authority and communicated to all relevant stakeholders.

6.4 Documentation and Recordkeeping

Origin Ledgers maintains a centralized Conflict of Interest Register, overseen by the Compliance Officer or equivalent authority. This register includes:

• All declared conflicts (actual, potential, or perceived), the assessment outcome and risk rating
• Mitigation actions taken, if any
• Dates of review, monitoring status, and any related correspondence
• Records are retained securely in accordance with Origin Ledgers’ document retention policy and relevant data protection laws.

6.5 Monitoring and Continuous Improvement

The Executive Leadership Team and relevant committees (e.g., Audit & Risk Committee, Science Oversight Panel) conduct periodic reviews of the Conflict of Interest Register and assess the effectiveness of current controls. Origin Ledgers is committed to continuous improvement of its conflict management system. These reviews are used to:

• Update mitigation strategies where needed
• Identify trends, gaps, or emerging risks
• Inform training programs and policy revisions

7. Annual Policy Review and Governance

This Conflict of Interest Policy will be subject to a formal annual review to ensure its continued relevance, clarity, and effectiveness in addressing the evolving operational, legal, and ethical landscape of Trade Room registry and Origin Ledgers (“Origin Ledgers”).

The review will be led by the Chief People Officer, in collaboration with the Compliance Officer and the Executive Leadership Team, and will assess:

• The adequacy of existing conflict identification and mitigation processes
• The alignment of this Policy with regulatory and industry standards (e.g., ICROA, FCPA, Swiss corporate law), feedback from internal stakeholders, committee members, and external advisors

Any recommended changes to the Policy must be:

• Reviewed by the Executive Committee
• Formally endorsed by the Chief Executive Officer (CEO), escalated to the Board of Directors for final approval, if the revisions affect governance responsibilities, legal obligations, or fiduciary standards.

8. Reporting of Violations and Concerns

All Covered Persons have a responsibility to uphold the integrity of this Policy and are required to report any known, suspected, or potential violations as soon as they become aware of them. Reports should be made to the individual’s Functional Supervisor or, where this is inappropriate or could present a conflict, directly to the Chief People Officer, Compliance Officer, or the Board of Directors, depending on the nature and sensitivity of the concern.

Origin Ledgers provides multiple channels for reporting, including:

• Direct communication with the Chief People Officer
• Secure email or document submission
• Anonymous reporting mechanisms (where available)

All reports will be treated with confidentiality and discretion, and no individual will be subject to retaliation or adverse action for making a report in good faith.

9. Consequences of Non-Compliance

Failure to comply with the requirements of this Conflict of Interest Policy—whether by failing to disclose a conflict, breaching a mitigation plan, or participating in decision-making while conflicted—will be treated as a serious violation of Origin Ledgers’ ethical and professional standards. Depending on the severity and nature of the breach, consequences may include:

• Formal warning or reprimand
• Suspension or reassignment of responsibilities
• Termination of employment, consultancy, or committee engagement
• Referral to legal or regulatory authorities if the violation constitutes a breach of applicable laws or fiduciary duties

Repeat offenses or intentional concealment of conflicts may result in escalated disciplinary measures, including permanent disqualification from holding a governance or advisory role within Origin Ledgers.