Conflict of Interest Policy

Varni Labs will not enter into a business transaction with a person or entity that meets the definition of a “disqualified person” under applicable law unless it takes affirmative steps in advance to ensure that the following is true with respect to the transaction:

1. All parties with a conflict of interest (direct or indirect) are excluded from the discussion and vote related to approval of the transaction;
2. The organization obtains reliable comparability information regarding the terms of the transaction from appropriate independent sources such as competitive bids, independent appraisals, or independent expert opinions;
3. The organization’s board has affirmatively determined that entering into the transaction is in the best interests of the organization; and
4. The organization contemporaneously documents the elements described above, as well as the board’s approval of the transaction

Fairness in decision-making is more likely to occur in an impartial environment. This impartial environment is protected by avoiding or effectively managing conflicts of interest. The potential for a conflict of interest arises in situations in which a person is responsible for promoting the interest of the ministry at the same time he or she is involved in a competing personal interest.

To protect the impartial decision-making and reputation of both Varni Labs and those involved, transactions with related parties where a potential conflict of interest exists or may appear to exist must be carefully handled. Such transactions should be disclosed to the governing board and evaluated to ensure they are made on a sound economic basis and in the best interest of the organization.

Varni labs will undertake transactions with related parties only in the following situations:

• Varni Labs’ audited financial statements fully disclose material related-party transactions
• Related parties are excluded from the discussion and approval of related-party transactions
• There are competitive bids or comparable valuations
• The company’s board approves the transaction as one that is in its best interest (taking into account the appearance of the transaction and possible perception issues)

All beneficial shareholders, officers, agents, and employees of the company shall disclose all real or perceived conflicts of interest that they discover or that have been brought to their attention in connection with this organization’s activities.

A “conflict of interest” occurs where a person is responsible for promoting the interest of the company at the same time he or she is involved in a competing personal interest (financial, business, personal, or relational). “Disclosure” shall mean providing properly, to the appropriate person, a written description of the facts comprising the real or apparent conflict of interest. An annual disclosure statement shall be circulated to beneficial shareholders, officers, and certain identified agents and employees to assist them in considering such disclosures, but disclosure is appropriate and required at any time conflicts of interest may occur. The written notices of disclosures shall be filed with the Chief Executive Officer or such other person designated by the Chief Executive Officer to receive such notifications. At the meeting of the top governing body, all disclosures of real or perceived conflicts of interest shall be noted for the record in the minutes.

Varni Labs ensures that it shall:

1. not receive fees, commissions or any benefits, paid or provided (whether directly or indirectly) by any Entity other than the end client in relation to the provision of services related to such VA Activity to clients; and
2. not have any close links or other legal or economic relationships with third parties which are likely to impair its independence to favor a particular third party in relation to its provision of services related to such VA Activity.

The Company ensure all reasonable efforts to avoid conflicts of interest between:

1. their Group;
2. the Company;
3. their Board;
4. their Staff;
5. their clients; and/or
6. their investors.

In any event if the Company cannot avoid conflicts of interest after using all reasonable efforts, the Company shall ensure that such conflicts of interest are disclosed to its affected clients, and such clients should be treated fairly.

In case the Company, a member of the Board or any of its Staff has an interest that may reasonably impair its objectivity, in a transaction with or for a client or a relationship which gives rise to an actual or potential conflicts of interest in relation to the transaction, the Company shall ensure that it:

1. promptly discloses the nature of such conflict to its affected client(s); and
2. to the extent that the affected client’s interests can be sufficiently protected, manage and minimize such conflict by adopting appropriate measures to ensure fair treatment to its affected client.
3. The Company shall ensure that all Board Members and staff shall obtain a written approval from the Company (as approved by the Board) prior to taking any of the following actions which is reasonably likely to cause actual or potential conflicts of interest—
   1. opening, modifying or closing any Virtual Asset positions held directly or indirectly on their own account;
   2. increasing or decreasing their shareholding (held directly or indirectly on their own account) beyond 1% of the total share capital in a legal entity other than the Varni Labs;
   3. taking up a directorship in a legal entity other than the Varni Labs.

An individual officer, agent, or employee who believes that he or she or an immediate member of his or her immediate family might have a real or perceived conflict of interest, in addition to filing a notice of disclosure, must abstain from

1. participating in discussions or deliberations with respect to the subject of the conflict (other than to present factual information or to answer questions),
2. using his or her personal influence to affect deliberations,
3. making motions,
4. Voting,
5. executing agreements, or
6. taking similar actions on behalf of the organizations where the conflict of interest might pertain by law, agreement, or otherwise.

Conflicts of interest may arise in the relations of beneficial shareholders, officers, and management employees with any of the following third parties:

1. Persons or entities supplying goods and services to the organization.
2. Persons or entities from which the organization leases property and equipment.
3. Persons or entities with whom the organization is dealing or planning to deal in connection with the gift, purchase, or sale of real estate, securities, or other property.
4. Persons or entities paying honoraria or royalties for products or for services delivered by the organization for its agents or employees.
5. Other ministries or nonprofit organizations.
6. Donors and others supporting the organization.
7. Stations or programmers that carry the organization's programming.
8. Agencies, organizations, and associations that affect the operations of the organization.

A material conflicting interest may be defined as an interest, direct or indirect, between any person or entity mentioned, and a beneficial shareholder, officer, or management employee, which might affect, or might reasonably be thought by others to affect, the judgment or conduct of a beneficial shareholder, officer, or management employee of the organization. Such an interest might arise through

1. Owning stock or holding debt or other proprietary interests in any third party dealing with the organization.
2. Holding office, serving on the Board, participating in management, or being otherwise employed (or formerly employed) in any third party dealing with the organization.
3. Receiving remuneration for services with respect to individual transactions involving the organization.
4. Using the organization's personnel, equipment, supplies, or goodwill for other than organization-approved activities, programs, and purposes.
5. Receiving personal gifts or loans from third parties dealing with the organizations. (Receipt of any gift is disapproved except gifts of nominal value, which could not be refused without discourtesy. No personal gift of money should ever be accepted.)
6. Obtaining an interest in real estate, securities, or other property that the organization might consider buying or leasing
7. Expending staff time during the organization's normal business hours for personal affairs or for other organizations, civic or otherwise, to the detriment of work performance for the organization

As noted above, conflicting interests may be indirect. A beneficial shareholder, officer, or management employee will be considered to have an indirect interest in another entity or transaction if any of the following also have an interest:

1. A family member of a beneficial shareholder, officer, or management employee. (Family member is defined for these purposes as all persons related by blood or marriage.)
2. An estate or trust of which the beneficial shareholder, officer, or management employee or member of his family is a beneficiary, personal representative, or beneficial shareholder.
3. A company of which a member of the family of the beneficial shareholder, officer, or management employee is an officer, director, or employee, or in which he has ownership or other proprietary interests.

The areas of conflicting interest listed in this policy and the relations in those areas which may give rise to conflict are not exhaustive. Conceivably, conflicts might arise in other areas or through other relations. It is assumed that the beneficial shareholders, officers, and management employees will recognize such areas and relation by analogy. The fact that one of the interests described exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances that it is necessarily adverse to the interests of the organization. However, it is the policy of the Board that the existence of any of the interests described shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of shareholders, officers, and management employees to scrutinize their transactions with outside business interests and relationships for potential conflicts and to immediately make such disclosures.

Disclosure should be made to the senior most member of the Board, who shall bring these matters to the attention of the other member of the Board. The Board shall then determine whether a conflict exists and is material, and in the presence of an existing material conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable as to the organization. The decisions on these matters are the sole discretion of the Board. The Board's first concern must be the welfare of the organization and the advancement of its purposes.

At the discretion of the top governing body or a committee thereof, a person with a real or perceived conflict of interest may be excused from all or any portion of discussion or deliberations with respect to the subject of the conflict. A member of the top governing body or a committee thereof, who, having disclosed a conflict of interest, nevertheless shall be counted in determining the existence of a quorum at any meeting in which the subject of the conflict is discussed. The minutes of the meeting shall reflect the individual's disclosure, the vote thereon, and the individual's abstention from participation and voting. The President and Board Chair shall ensure that all beneficial shareholders, officers, agents, employees, and independent contractors of the organization are made aware of the organization's policy with respect to conflicts of interest.

Varni Labs maintain complete and up-to-date lists called as Insider List of all Entities, including their Board, Staff, Group, advisors, accountants or other third-party agents and service providers, and those of their Group, that have or may have access to Inside Information in the course of Varni Labs business or carrying out their respective roles for Varni Labs.

Varni Labs will retain the Insider List for a period of at least eight [8] years after it is drawn up or updated and shall provide VARA with any Insider List upon request. The Insider List shall include at least—

• the identity of any Entity having access to Inside Information;
• the reason for including that Entity in the Insider List;
• the date and time at which that Entity obtained access to Inside Information; and
• the date on which the Insider List was drawn up.

Varni Labs shall ensure to update all Insider Lists promptly, including the date of the update, where—

• there is a change in the reason for including an Entity already on the Insider List;
• there is a new Entity who has access to Inside Information and needs, therefore, to be added to the Insider List; and
• an Entity ceases to have access to Inside Information.

Each such update shall specify the date and time when the change triggering the update occurred. The Board shall implement rules to govern and monitor the transactions of Board members and its Staff in order to ensure compliance with the Regulations and the Market Conduct Rulebook.

Varni Labs ensures to comply with all the reporting requirements in the Compliance and Risk Management Rulebook, and ensures that it shall report all transactions with Related Parties to VARA monthly, or otherwise upon request by VARA, including the details of those transactions.

Related Party means the chairman of the Board, members of the Board, members of the Senior Management, Staff and the companies in which any of such Entities owns ten percent [10%] or more of its share capital or other ownership interest, as well as the Subsidiaries or affiliate companies of such companies.

The Company does not enter into transactions with any Related Party without the prior written consent of the Board where the value of the transaction exceeds five percent [5%] of their issued share capital. The Related Party who has an interest in a transaction described above shall not participate in voting in terms of the decision taken by the Board in respect of such transactions.

In addition, for the purposes of this Policy, the term “Related-Party Transaction” shall mean any relationship between Varni Labs and a Related Party pursuant to which the ministry is to pay compensation for services, materials, or products.

If the transaction is one that would lend itself to competitive bidding, management shall obtain not less than two (and preferably three or more) competing bids or proposals to provide the desired products and/or services. In soliciting and accepting such bids or proposals, management shall not provide any person who is solicited to bid or who actually bids on the contract with access to any information contained in any of the bids of others until after the contract has been awarded by the ministry. Any information given to or any questions asked of any bidder shall be given to or asked of each and every other bidder. It shall be noted, however, that the contract does not necessarily have to be awarded to the person making the lowest price bid, if management is otherwise persuaded that to contract with a person who has not made the lowest bid would be in the best interest of the ministry. A decision maker—that is, a vice president, director, or manager—should never be in a position to deal directly with a relative in a related-party transaction.

A Related-Party Transaction in which a division director or department manager is a Related Party must be approved by the Executive Vice President or equivalent/ higher designation prior to any commitment by Varni Labs to any such transaction. All of the material terms and conditions of the Related-Party Transaction shall be described in writing and provided to the Executive Vice President, together with the written request for approval of any such Related-Party Transaction.

Related-Party Transactions of aggregate amounts greater than $100,000 annually in which any member of the Board of Directors or any officer of Varni Labs is a Related Party shall be approved by the Board of Directors. This shall be determined by a vote of not less than a majority of the directors then in office, without including the vote of any director who is a Related Party in the Related-Party Transaction unless there is only one director. All of the material terms and conditions of the Related-Party Transaction shall be described in writing and provided to the Board of Directors prior to the ministry being committed to any such contract. Related-Party Transactions which provide for ongoing or continuing services or product sales to Varni Labs on an as-needed basis shall be reviewed and approved by the Executive Vice President/ equivalent or the Board of Directors, as the case may require. This shall occur not less often than once each year, and will not require a transaction-by-transaction approval.

Varni Labs shall maintain a register of transactions with Related Parties where the names of such Related Parties shall be recorded together with relevant transactions and actions taken in relation thereto in detail.

In the event where Varni Labs enters into a transaction with a Related Party

• the Board shall provide VARA with prior notice which shall identify the Related Party and provide details of the transaction, including the nature and the benefit of the involvement of that Related Party in the transaction, together with a written confirmation that the terms of the transaction with that Related Party are fair, reasonable, and proportional to the interests of the shareholders of Varni Labs.
• it shall allow clients and shareholders to review its company records and any documents relating to those transactions; and
• VARA and/or the Varni Labs clients and shareholders may take or join any legal action before a competent court regarding the transactions concluded with that Related Party to compel the parties of the transaction to provide all information and documents relating to those transactions, whether directly to prove the facts set out in the case relevant to it or to lead to the discovery of information that will help in the detection of the facts, and seek cancellation of the transaction and oblige that Related Party to return the profit or benefit gained back to the Varni Labs, in addition to any compensation ordered to be payable by that Related Party.

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