Anti Bribery and Corruption Policy

Varni Labs FZE is committed to operating their businesses conforming to the highest moral and ethical standards. We do not tolerate bribery or corruption in any form.

We conduct all business in an honest and ethical manner and take a zero-tolerance approach to bribery and corruption. We ensure that the Board and all Staff at Varni Labs FZE act professionally, fairly and with integrity in all business dealings and relationships. The purpose of this Anti-Bribery and Anti-Corruption Policy is to ensure that our Company sets up adequate procedures in order to prevent our Company’s involvement in any activity relating to bribery, facilitation payments, or corruption, even where the involvement may be unintentional. It requires employees, directors, officers of the Company and third parties subject to this Policy to recognize questionable transactions, behaviour or conduct, and to take steps to record, comply and follow procedures set in place to deal with such behaviour or conduct.

This Policy is applicable to all individuals working at all levels and grades, including directors, senior managers, officers, other employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, interns, seconded staff, casual workers and agency staff, agents, or any other person associated with our Company and such other persons, including those acting on behalf of our Company.

At Varni Labs FZE , the Board and Staff is prohibited from engaging in the following activities:

1. give, promise to give, or offer, a payment, gift or hospitality to a third party or otherwise engage in or permit a bribery offence to occur, with the expectation or hope that an advantage in business will be received or to reward a business advantage already given
2. give, promise to give, or offer, a payment, gift or hospitality to a third party to facilitate or expedite a routine procedure
3. accept a payment, gift or hospitality from a third party if it knows or suspects that such payment, gift or hospitality is offered or provided with an expectation that a business advantage will be provided by the Varni Labs in return
4. threaten or retaliate against another member of the Board or Staff who has refused to commit a bribery offence or who has raised concerns; and
5. engage in any activity that might lead to a breach of the anti-bribery and corruption Rules in this Part VI of the Compliance and Risk Management Rulebook.

At Varni Labs FZE we ensure that no corrupt payments are made. Varni Labs FZE and any members of its Board, Staff, consultants or contractors, any Group company, agent, business partner, contractor or supplier of the Company are prohibited to make any payment[s] to a third party where there is any reason to believe that all or any part of such payment will go towards a bribe or otherwise facilitate any corruption. All payments made by us for services are appropriate and justifiable for the purpose of legitimate services provided.

Any member of the Board or Staff must report to the CO as soon as possible if they believe or suspect that an action in conflict with this policy.

Varni Labs FZE will follow the procedure in case of any suspected conflict with this policy:

1. An investigation file will be opened. In the case of an oral report, the CO should prepare a written summary.
2. The CO shall appoint an independent Entity who shall promptly commission the conduct of an investigation. The investigation will document all relevant facts, including Entities involved, times and dates.
3. The CO shall advise the Board of the existence of an investigation.
4. The identity of the individual disclosing relevant information to the CO should be treated in accordance with applicable UAE laws and regulations.
5. On completion of the investigation, a written investigation report will be provided by the Entity employed to conduct the investigation to the CO. If any unlawful conduct is found, the CO will advise the Board accordingly.
6. If any unlawful conduct is found, then Varni Labs FZE ensures to take such remedial action as the Board deems appropriate to achieve compliance with its internal anti-bribery and corruption policy and all applicable anti-bribery and corruption laws.
7. The Entity employed to conduct the investigation shall prepare a written summary of the remedial actions taken.
8. The written investigation report and a written summary of the remedial actions taken shall be retained by the CO for a period of no less than eight [8] years from completion of the remedial action.

Failure to comply with this anti-bribery and corruption policy shall result in severe consequences, including internal disciplinary action and termination of employment without notice.

In the event of any breach or violation of any applicable laws relevant to anti-bribery and corruption by Varni Labs FZE, its Board or Staff, communication can be made at compliance@roma.global.

Varni Labs FZE — Authorised and supervised by the Virtual Assets Regulatory Authority (VARA) in Dubai | Licence No. VL/23/10/001