Regulatory Disclosures and Policies

Conflict of Interest Policy

(the “Policy”)

Contents

• 1. Introduction
• 2. Scope
• 3. Conflict of Interest
• 4. Disclosure Process
• 5. Management or Mitigation of Conflict
• 6. Conflict of Interest Involving Board Members
• 7. Independence in VA Activities
• 8. Related Party Transactions
• Appendix 1 — Guidance on Potential Conflicts
• Appendix 2 — Conflict of Interests Disclosure Form

1. Introduction

This Policy enables Animoca Brands Middle East Advisory (the “Firm”) to effectively manage Conflicts of Interest and ensure that all Related Party Transactions are conducted in a way that protects from conflicts that may arise between it and its Related Parties. The Policy safeguards both the Firm and its Relevant Persons from any undisclosed or poorly managed Conflicts of Interest or Related Party Transactions.

The objectives of this Policy are to:

• Provide information on conflicts of interest and their relevance;

• Aid in identifying significant Conflicts of Interest and the applicable mitigation measures;

• Outline procedures for managing Conflicts of Interest; and

• Establish a framework for identifying, evaluating, approving, and disclosing Related Party Transactions in compliance with legal and regulatory requirements.

2. Scope

This Policy applies to all Staff e.g. employees, service providers or independent contractors of the , who are responsible for familiarising themselves with its content, adhering to the relevant requirements, and ensuring compliance both in letter and spirit, while acting with integrity and professionalism. Any failure to do so will be considered a serious violation of Firm conduct standards.

In the event that any provision of this Policy conflicts with the applicable laws and regulations of the UAE, the laws and regulations will take precedence, effective from the date they come into force.

3. Conflict of Interest

A Conflict of Interest occurs when an individual has a competing personal or professional interest that could influence or compromise, or be perceived by others as influencing or compromising, their independent judgment. This may impact their ability to carry out their duties impartially, regardless of whether their judgment is actually affected.

The Firm must use all reasonable efforts to avoid conflicts of interest between any of the following:

• the company Group of which the Firm is a member;

• the Firm;

• the board of any of the above;

• the staff of any of the above;

• the clients of any of the above; and/or

• the investors of any of the above.

4. Disclosure Process

The Firm requires its employees to apply good judgement and act with integrity, taking all appropriate steps to:

1. Avoid personal conflicts (for example, in their personal account dealings); and

2. Proactively escalate personal conflicts that do arise.

No employee is permitted to advise a client on any matter in which they have a personal interest, nor take commercial decisions on behalf of the Firm if those decisions are connected to their personal or external business affairs until steps have been taken to satisfactorily manage the conflict.

If the Firm, a Board member, or any Staff member has an interest that may reasonably impair the Firm’s objectivity in a transaction or relationship that could create a conflict of interest and is unable to avoid such conflict, the affected individual must promptly disclose it in writing to their direct supervisor, the or the Board per the following steps:

• Submit a Conflict-of-Interest Disclosure Form. This should include details of the Conflict of Interest (Appendix 2) and any proposed steps to manage or mitigate the impact and appearance of the Conflict.

• Disclosures are required to be made at joining the Firm and on an ongoing basis whenever the Staff or Board member anticipates a conflict of interests.

• The Supervisor or the will assess the situation and determine whether the conflict can be avoided or needs to be mitigated.

Please see Appendix 1C.

4.1 When does assess conflicts

• Declaration of interests to the Board and prior to appointment on committees

• Declaration of interests by Employees

• Prior to Client Onboarding

• Prior to provision of new services to existing client

• Prior to onboarding a new Related Party to provide services to the Firm

5. Management or Mitigation of Conflict

Our conflict clearing procedures ensure that conflicts are escalated and managed before commitment to a Client engagement or client transaction is made. Disclosures will be made prior to the conclusion of a contract, and include sufficient detail, taking into account the nature of the client and the nature of the interest, to enable that client to take an informed decision. If necessary, we will consider declining to act for one or more clients.

If the conflict of interest cannot be avoided, the Firm will take appropriate steps to manage or resolve the conflict. This may include, but is not limited to:

• Promptly disclose the nature of the conflict to the affected client;

• Reassign responsibilities or reorganise teams to separate conflicting interests;

• Establishing and maintaining information barriers;

• Implementing additional supervision or oversight on the involved parties to ensure objectivity and fairness in decision-making.

• Record the conflict on the conflict register, including the specific management or remedial measures taken for each instance;

6. Conflict of Interest Involving Board Members

When a member of the Board discloses that they have a material interest in a transaction or matter being discussed, the remaining members of the Board present at the meeting must immediately assess whether it is appropriate for that Board member to continue participating in the meeting. This assessment should focus on whether the disclosed conflict may impair the objectivity of the Board member or hinder their ability to effectively perform their duties for the Firm.

6.1 Review of Conflict

The Board, excluding the conflicted member, will consider the nature of the conflict and its potential impact on the Board member’s ability to act impartially. The following steps should be followed:

• A determination must be made whether the conflict affects the Board member’s judgment or decision-making.

• The remaining Board members should assess whether the member can still fulfill their duties to the Firm without bias, taking into account the nature of the transaction and the interest disclosed.

6.2 Exclusion from Participation

If the Board members determine that it is not appropriate for the conflicted Board member to participate in the discussion or decision-making process, the following measures will be taken:

• The conflicted Board member must leave the meeting during the discussion and decision-making process related to the conflict.

• The conflicted member is not allowed to influence the decision-making process in any way, whether during or outside the meeting.

• The conflicted member shall not vote on the issue or matter at hand.

6.3 Conflict Documentation

The Firm Secretary must ensure that the conflict of interest and the Board’s decision regarding the conflicted member’s participation is recorded in the relevant Board minutes. This documentation should include:

• The nature of the conflict disclosed by the Board member.

• The decision of the Board on whether the conflicted member should remain in the meeting.

• The outcome of the vote (if applicable), including the decision that the conflicted member abstained from voting.

7. Independence in VA Activities

When representing itself as independent in undertaking a Activity, the Firm is committed to maintaining the highest standards of impartiality and objectivity. To ensure the integrity of its independent representation, the following principles shall apply:

7.1 Prohibition on External Benefits

• Whether directly or indirectly, the Firm shall not accept any fees, commissions, or benefits, paid or provided from any entity other than the end client

• This includes payments or provisions from third parties that may influence, or appear to influence, the Firm’s provision of services related to the VA Activity for its clients.

7.2 Prohibition on External Relationships

• The Firm shall not maintain close links or other legal or economic relationships with third parties which are likely to impair its independence.

• Any such relationships that might create a bias or favour a particular third party in relation to its provision of services related to the VA Activity are strictly prohibited.

8. Related Party Transactions

Related party transactions must be conducted on an arm’s length basis, meaning the activity should align with the company’s main operations, and the terms of the transaction should not include preferential conditions that are not typically offered to other parties. Such transactions may create an actual or perceived Conflict of Interest if you are involved in the selection, acquisition, management, supervision, or any other business decisions related to the related party.

8.1 Pre-identification of Related Party Transactions

All Related Party Transactions must be declared and reported through the Conflict-of-Interest Disclosure Form.

The Firm will not engage in any Related Party Transaction without first obtaining the Board’s consent. The relevant department must notify the if a potential Related Party Transaction is identified. If you become aware of a Related Party Transaction that was not approved or ratified prior to its execution, you are required to report it to the immediately, so the appropriate decision-making body can be informed.

The will document and submit all identified or disclosed Related Party Transactions to the approving authority for approval.

8.2 Approval of Related Party Transactions

VARA with all of the relevant 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 the Firm.

To promote transparency, the Firm will allow clients and shareholders to review its company records and any documents relating to such transactions.

The Firm will 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.

Appendix 1

Guidance on Potential Conflicts

A. Conflicts of Interest Relationships, Scenarios and Non-Exhaustive Examples

B. Systems and Controls Relating to Conflicts of Interest

a. Information Barriers and the Control Room

Information Barriers that are designed to restrict information flows between different areas of and Animoca Brands. These restrictions enable the Group and Staff to carry out business on behalf of Clients without being influenced by other information held within either Animoca Group or which may give rise to a Conflict of Interest.

These measures enable Animoca to identify and manage potential conflicts of interest arising from sales, trading and research activities in the period before, during and after virtual asset client transactions. Animoca does this by:

· identifying non-public information through a watch list,

· monitoring the flow of this information within the Animoca Brands back office and

· if necessary, restricting activities based on this information through Restricted List.

b. Disclosure of Outside Interests

Staff and Board Members are required to disclose outside interests using the Disclosure of Interests Form. The following should be disclosed:

• shareholding or directorship in another entity: if the Staff or Board member is a shareholder or director of an entity (including any Animoca Group Firm, service provider, customer, competitor, or partner) where you could personally influence (or appear to influence) any aspect of the Firm’s dealings with that entity.

• Government Roles and touchpoints

• personal relationships or interests with Animoca Group Company, service provider, supplier, customer, competitor, or partner) where you could personally influence (or appear to influence) any aspect of the Firm’s dealings through that personal relationship.

• possession of any inside information relating to Animoca and/or its customers.

• Receiving Gifts, airdrops and entertainment from the Firm’s clients

• Personal investments in Firm’s clients: existing positions in another project by a potential client

The initial disclosure is required to be reported when the Staff or Board Member joins the Firm and they are also expected to make ongoing disclosures as and when a conflict arises.

c. Execution/Client Order Handling

requires Staff to act honestly, fairly and professionally in accordance with the best interests of a Client, including when executing, receiving or transmitting orders on behalf of a Client. A Client’s interests are protected by best execution and dealing policies, which, for example, prohibit improper conduct by the traders, such as front-running Client or portfolio manager orders.

d. Gifts and Entertainment Reporting and Disclosure

does not permit the offering or acceptance of gifts or entertainment by Staff or Board Member unless it is reasonable, proportionate and for a legitimate business purpose. Where applicable, in-scope Employees/ Contingent Workers must obtain pre-approval for gifts and entertainment and approval will not be granted by DWS where such gift or entertainment would give rise to an actual or potential conflict of interests.

e. Vendors and Third-Party Representatives

Disclosures are required to be made if Staff or Directors have any economic interest or legal interest in a third party providing services to the Firm or any third party involvement in any client transactions of the Firm.

f. Disclosure to Client and Client Consent

In certain circumstances, Animoca may determine that its arrangements to prevent or manage Conflicts of Interest may not be sufficient to safeguard clients interest and may decide that a Client should be made aware of the potential for a Conflict of Interest and the arrangements that will be put place to manage the conflict. The disclosure must include an explanation as to the general nature and source of the conflict of interest, the risks to the Client that arise as a result of the conflict of interest and a description of the steps undertaken to mitigate these risks.

g. Whistleblowing

The Firm provides appropriate channels for the reporting/whistleblowing of conflicts of interest within the Firm where Staff considers this to be the appropriate channel to draw the matter to the attention of the Board.

Appendix 2

Conflict of Interests Disclosure Form

A potential or actual conflict of interest exists when commitments and obligations are likely to be compromised by the Staff or board member’s interests or relationships (especially economic), particularly if those interests or commitments are not disclosed.

The conflict-of-interest form should indicate whether the Staff or Board member has close links, personal relationship, legal or economic interest in or acts as an officer or a director of any outside entity likely to impair independent of the Firm. The employee or board member should also disclose any personal, family, business, or volunteer affiliations that may give rise to a real or conflict of interest.

Date _____________

Staff or Board Member Name ___________________________________

Position____________________________

Please describe below any relationships, transactions, positions you hold (volunteer or otherwise), or circumstances that you believe could contribute to a conflict of interest:

______I have no conflict of interests to report.

______I have the following conflict of interest to report. Please specify other Boards (for profit or non-profit) you and your spouse sit on, any for-profit businesses for which you or an immediate family member are an officer or director, or a majority shareholder, and the name of your employer and any businesses you or your family member

own:

1. ________________________________________________________________

2. ________________________________________________________________

3. ________________________________________________________________

I hereby certify that the information set forth above is true and complete to the best of my knowledge.

Signature __________________________________________

Date _________________

Privacy Policy

Contents

• How we Collect and use your Personal Information
• Purposes for which we collect your Personal Information
• How we Disclose your Personal Information
• Security and Confidentiality
• Cookies Data and other Technologies
• Marketing Opt-Out
• The European Union’s General Data Protection Regulation
• Disclosures to Individuals in the European Union
• Security
• Data Retention
• Changes to Our Privacy Policy
• Contact Us

This Privacy policy ("Privacy Policy") together with our Client Agreement sets out the basis on which any Personal Information we collect from you ("you", "your", or "client"), or that you provide to us, will be processed by us. By "Personal Information", we mean any information which, either alone or in combination with other data, enables you to be directly or indirectly identified, for example your name, email address, username, contact details or any unique identifier such as an IP address, device ID or other online identifier.

Please read the following carefully to understand what data we collect, how that data is used and the ways it can be shared by us. If you do not wish for your Personal Information to be used in the ways described within this Privacy Policy then you should not access or use the website, services, functions, or features offered from time to time on the Services.

In the UAE, Federal Decree-Law No. 45 of 2021 regarding the Protection of Personal Data applies.

Certain subsidiaries may use different privacy policies to provide notice to you about how your Personal Information is used and disclosed in the context of your use of particular services or relationship to that subsidiary. To the extent that our subsidiaries post or reference different privacy policies, the privacy policy posted by each subsidiary, not this Privacy Policy, will apply to your Personal Information collected in the context of those services or by that subsidiary.

How We Collect and Use Your Personal Information

“Personal Information” is information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with you or your household, such as your name, email address, IP address, telephone number, and broader categories of information such as your professional information and internet activity.

We may collect Personal Information:

Directly from you: such as any information about you that you give us by registering for an Animoca Brands account or corresponding with us by phone, e-mail or otherwise. The information may include but is not limited to your name, address, telephone number, credit or debit card information, certain financial information, your email address and transaction history including records of payments made.

Automatically: through our use of cookies and other data collection technologies on our website

From publicly available sources such as company websites, blogs, news articles, press releases, and corporate records or reports; and

From other third-party sources: such as social media platforms, background check providers, data brokers and third parties to whom you direct us to collect your Personal Information. We will treat Personal Information collected from third-party sources in accordance with this Privacy Policy but we are not responsible or liable for the accuracy of the information provided by third parties or for the third-party policies or practices.

Purposes for Which We Collect Your Personal Information

We generally use your Personal Information for the following purposes:

• to properly identify you;

• to deliver products and services to you;

• to understand your needs and your eligibility for products and services;

• to establish and maintain a responsible commercial relationship with you;

• to develop, enhance, and market products and services, and provide products and services to you;

• to process billing and collection of any fees;

• to conduct surveys and get feedback from you. You may opt-out of receiving certain promotional e-mail messages from us as described in the “Opt-out” section below;

• to meet our legal and regulatory requirements;

• to process your inquiries or respond to questions, comments or concerns regarding the Firm;

• to recruit for positions for the Firm;

It is important that the Personal Information we hold about you is accurate and current. Please keep us informed if your Personal Information changes during your relationship with us.

How We Disclose Your Personal Information

We may share your Personal Information in the following circumstances:

Service Providers: We may share your Personal Information with companies or individuals that we contract with in order to receive services (our “Service Providers”). These services may include, among other things, providing products or services to you on our behalf, creating or maintaining our databases, payment processing, researching and analysing the people who request information from us, preparing distribution communications or responding to inquiries. We do not allow our Service Providers to use or disclose your Personal Information for any purpose other than for providing services to us.

Affiliates and Subsidiaries: We may share your Personal Information with companies that we own or control, or that own or control us, or that are under common ownership or control with us.

Third Parties: We may share your Personal Information with companies or individuals outside of Animoca Brands who may use your Personal Information for their own purposes (a “Third Party”). For example:

From time to time, we may be required to provide Personal Information to a Third Party in response to a court order, subpoena, government investigation, or as otherwise required by law. We may share your Personal Information with Third Parties, such as law enforcement agencies, when we, in good faith, believe: (i) you or others are acting unlawfully, (ii) when we believe it is necessary or appropriate to satisfy any law, regulation or other governmental request, (iii) to operate our business and Sites properly, or (iv) to protect or defend our rights or the rights or well-being of our users, even without a subpoena, warrant or court order.

If you request the Firm for any credit products, then we collect data from and share with credit rating or credit bureau firms.

A Reorganization Event: We may, as a result of a sale, merger, consolidation, change in control, transfer of assets, reorganisation or liquidation of our company (a “Reorganization Event”), transfer, sell or assign your Personal Information to parties involved in the Reorganisation Event. You acknowledge that such transfers may occur and are permitted by and subject to this Privacy Policy.

Security and Confidentiality

The Firm is committed to protecting your privacy. Internally, only people with a business need to know Personal Information, or whose duties reasonably require access to it, are granted access to clients’ Personal Information. Such individuals will only process your Personal Information on our instructions and are subject to a duty of confidentiality.

Cookies Data and Other Technologies

We use cookies and similar tracking technologies such as web beacons and pixels to track the activity on our Services and we hold certain information. Cookies are files with a small amount of data which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your device. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. If you choose to restrict cookies, some functionality and features of our website may be unavailable.

Examples of Cookies We Use

• Necessary cookies - these are used for technical reasons and are necessary to enable the Services to operate efficiently so that you can navigate the Services with ease and use specific features. These include, for example, cookies that help us to debug any errors. If these cookies are blocked or disabled, some of the Services may not operate effectively.

• Preference cookies - these are used to improve the functionality of the Services and make it easier to use. They help us to identify you as a repeat user of the Services and help us remember your preferences (for example, your choice of language or region).

• Analytical - these record your visit to our Services, the pages you have visited and the links you have followed. We will use this information to make the Services and the advertising displayed on it (if any) more relevant to your interests. We may also share this information with third parties for this purpose.

Marketing Opt-Out

You may unsubscribe from receiving promotional emails from us by following the instructions provided in those email communications, or by emailing us at data.abmea@animocabrands.com. Please note that even if you opt out of receiving promotional communications from us, we may continue to send you non-promotional emails, such as communications regarding our ongoing relationship with you.

The European Union’s General Data Protection Regulation

The General Data Protection Regulation (GDPR) is a regulation that harmonises national data privacy laws throughout the European Union (EU) and enhances protection of all EU residents with respect to their personal data. The GDPR applies to all companies handling the personal data of EU residences, including companies established outside the EU if they offer goods or services to EU residents.

Disclosures to Individuals in the European Union

We are required to comply with the European Union (“EU”) General Data Protection Regulation and applicable local laws with regard to certain Personal Information we collect. For such Personal Information, the Animoca Brands entity identified at the time of collection is the data controller of the Personal Information. In this section, “Personal Information” is defined in accordance with the General Data Protection Regulation.

We collect your Personal Information detailed in “How We Collect and Use Your Personal Information” pursuant to the following lawful bases:

If we need to collect Personal Information by law or under the terms of a contract we have with you and you fail to provide us with the information when requested, may not be able to perform the contract we have, or are trying to enter into, with you. We will inform you of any mandatory Personal Information we require from you and the consequences if you fail to provide it.

Security

We maintain appropriate technical and organisational safeguards designed to help protect Personal Information from unauthorised disclosure or access and accidental or unlawful destruction, loss, or alteration. For example, we limit access of your Personal Information to authorised parties and have systems in place designed to ensure that we can restore availability and access to Personal Information in the event of a physical or technical incident. Although we use reasonable efforts to safeguard Personal Information, we cannot guarantee the security of Personal Information obtained or stored electronically.

Data Retention

We will store your Personal Information for no longer than is necessary for the performance of our obligations or to achieve the purposes for which the Personal Information was collected, or as may be permitted under applicable law. To determine the appropriate retention period, we will consider the amount, nature, and sensitivity of the Personal Information; the potential risk of harm from unauthorised use or disclosure of the Personal Information; the purposes for which we process the Personal Information and whether we can achieve those purposes through other means; and the applicable legal requirements. Unless otherwise required by applicable law, at the end of the retention period we will remove Personal Information from our systems and records or take appropriate steps to properly anonymise it.

Changes to Our Privacy Policy

We may occasionally update this Privacy Policy to reflect changes in our practices. When we post modifications to this Privacy Policy, we will revise the “Last Updated” date at the top of this web page.

We encourage you to periodically review this page for the latest information on our privacy practices.

Contact Us

If you should have any questions or concerns regarding this Privacy Policy, please contact us via data.abmea@animocabrands.com

Animoca Brands Middle East Advisory FZCO

(the “Firm”)

Whistleblowing Policy

(the “Policy”)

Contents

• 1. Policy statement
• 2. About this Policy
• 3. Who does this Policy apply to?
• 4. Who is responsible for this Policy?
• 5. What is whistleblowing?
• 6. Raising a whistleblowing concern
• 7. Confidentiality
• 8. Investigation and outcome
• 9. If you are not satisfied
• 10. External disclosures
• 11. Protection and support for whistleblowers
• 12. Reports from Clients and the Public; How to Contact Us

1. Policy statement

1.1 We are committed to conducting our business with honesty and integrity, and we expect all staff to maintain high standards. However, all organisations face the risk of things going wrong from time to time, or of unknowingly harbouring illegal or unethical conduct. A culture of openness and accountability is essential in order to prevent such situations occurring and to address them when they do occur.

2. About this Policy

2.1 The purpose of this Policy is:

(a) To encourage staff to report suspected wrongdoing as soon as possible, in the knowledge that their concerns will be taken seriously and investigated as appropriate, and that their confidentiality will be respected.

(b) To provide staff with guidance as to how to raise those concerns.

(c) To reassure staff that they should be able to raise genuine concerns without fear of reprisals, even if they turn out to be mistaken.

2.2 This Policy does not form part of any contract of employment or other contract to provide services, and we may amend it at any time.

3. Who does this Policy apply to?

3.1 This Policy applies to all employees, officers, consultants, self-employed contractors, casual workers, agency workers, volunteers and interns.

4. Who is responsible for this Policy?

4.1 The Board has overall responsibility for the effective operation of this Policy, and for reviewing the effectiveness of actions taken in response to concerns raised under this Policy.

4.2 The Chief Compliance Officer “CCO” has day-to-day operational responsibility for this Policy, and you should refer any questions about this Policy to them in the first instance. The CCO must ensure that regular and appropriate training is provided to all managers and other staff who may deal with concerns or investigations under this Policy.

4.3 This Policy is reviewed periodically by CCO

4.4 All staff are responsible for the success of this Policy and should ensure that they use it to disclose any suspected danger or wrongdoing. Staff are invited to comment on this Policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the CCO.

5. What is whistleblowing?

5.1 Whistleblowing is the disclosure of information which relates to suspected wrongdoing or dangers at work. This may include (but shall not be limited to):

(a) criminal activity;

(b) failure to comply with any legal or professional obligation;

(c) miscarriages of justice;

(d) danger to health and safety;

(e) damage to the environment;

(f) bribery under our Anti-Bribery and Corruption Policy;

(g) financial fraud or mismanagement;

(h) breach of our internal policies and procedures including our Code of Conduct;

(i) conduct likely to damage our reputation or financial wellbeing;

(j) unauthorised disclosure of confidential information;

(k) negligence; and

(l) the deliberate concealment of any of the above matters.

5.2 A whistleblower is a person who raises a genuine concern relating to any of the above. If you have any genuine concerns related to suspected wrongdoing or danger affecting any of our activities (a whistleblowing concern) you should report it under this Policy.

5.3 This Policy should not be used for complaints relating to your own personal circumstances, such as the way you have been treated at work. In those cases, you should use the Grievance Procedure [or Anti-harassment and Bullying Policy as appropriate].

5.4 If a complaint relates to your own personal circumstances but you also have wider concerns regarding one of the areas set out at paragraph 5.1 above (for example, a breach of our internal policies), you should discuss with your line manager or HR which route is the most appropriate.

5.5 If you are uncertain whether something is within the scope of this Policy you should seek advice from CCO whose contact details are at the end of this Policy.

6. Raising a whistleblowing concern

6.1 We hope that in many cases you will be able to raise any concerns with your line manager or the HR Department. You may tell them in person or put the matter in writing if you prefer. They may be able to agree a way of resolving your concern quickly and effectively. In some cases, they may refer the matter to CCO.

6.2 However, where the matter is more serious, or you feel that your line manager or the HR Department has not addressed your concern, or you prefer not to raise it with them for any reason, you should contact one of the following:

(a) Chief Compliance Officer – telephone: +971 58 883 1358; email: compliance@animocabrands.com

(b) CEO – reachable via the Chief Compliance Officer’s contact details above, or in writing to the Firm’s registered address

6.3 We will arrange a meeting with you as soon as possible to discuss your concern. You may bring a colleague to any meetings under this Policy. Your companion must respect the confidentiality of your disclosure and any subsequent investigation.

6.4 We will take down a written summary of your concern and provide you with a copy after the meeting. We will also aim to give you an indication of how we propose to deal with the matter.

7. Confidentiality

7.1 We hope that staff will feel able to voice whistleblowing concerns openly under this Policy. However, if you want to raise your concern confidentially, we will make every effort to keep your identity secret. If it is necessary for anyone investigating your concern to know your identity, we will discuss this with you.

7.2 We do not encourage staff to make disclosures anonymously. Proper investigation may be more difficult or impossible if we cannot obtain further information from you. It is also more difficult to establish whether any allegations are credible. Whistleblowers who are concerned about possible reprisals if their identity is revealed should come forward to the CCO or one of the other contact points and appropriate measures can then be taken to preserve confidentiality.

8. Investigation and outcome

8.1 Once you have raised a concern, we will carry out an initial assessment to determine the scope of any investigation. We will inform you of the outcome of our assessment. You may be required to attend additional meetings in order to provide further information.

8.2 In some cases we may appoint an investigator or team of investigators including staff with relevant experience of investigations or specialist knowledge of the subject matter. The investigator(s) may make recommendations for change to enable us to minimise the risk of future wrongdoing.

8.3 We will aim to keep you informed of the progress of the investigation and its likely timescale. However, sometimes the need for confidentiality may prevent us giving you specific details of the investigation or any disciplinary action taken as a result. You should treat any information about the investigation as confidential.

8.4 If we conclude that a whistleblower has made false allegations maliciously, the whistleblower will be subject to disciplinary action.

9. If you are not satisfied

9.1 While we cannot always guarantee the outcome you are seeking; we will try to deal with your concern fairly and in an appropriate way. By using this Policy, you can help us to achieve this.

10. External disclosures

10.1 The aim of this Policy is to provide an internal mechanism for reporting, investigating and remedying any wrongdoing in the workplace. In most cases you should not find it necessary to alert anyone externally.

10.2 The law recognises that in some circumstances it may be appropriate for you to report your concerns to an external body such as a regulator. It will very rarely if ever be appropriate to alert the media, doing so can amount to defamation in the UAE which is a criminal offence. We strongly encourage you to seek advice before reporting a concern to anyone external.

10.3 Whistleblowing concerns usually relate to the conduct of our staff, but they may sometimes relate to the actions of a third party, such as a customer or client, supplier or service provider or investor. We encourage you to report such concerns internally first with the Company. You should contact your line manager or the HR Department or one of the other contact points.

11. Protection and support for whistleblowers

11.1 It is understandable that whistleblowers are sometimes worried about possible repercussions. We aim to encourage openness and will support staff who raise genuine concerns under this Policy, even if they turn out to be mistaken.

11.2 Whistleblowers must not suffer any detrimental treatment as a result of raising a concern. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform CCO immediately. If the matter is not remedied you should raise it formally using our Grievance Procedure.

11.3 You must not threaten or retaliate against whistleblowers in any way. If you are involved in such conduct, you may be subject to disciplinary action. In some cases, the whistleblower could have a right to sue you personally both criminally and/or civilly for compensation in the UAE courts.

11.4 Notwithstanding the above, you should appreciate that defamation is a criminal offence under UAE law, penalties for which include fines, imprisonment and/or deportation from the UAE. If you are in any doubt as to whether making a disclosure under this Policy could give rise to criminal liability, you should seek independent legal advice before making the disclosure.

12. Reports from Clients and the Public; How to Contact Us

12.1 In addition to Staff, clients of the Firm and any other person — including members of the public — who suspects wrongdoing under this Policy, including bribery or corruption by the Firm, its Board, or its Staff, may also raise a concern under this Policy. You do not need to be an employee of the Firm to make a report.

12.2 Concerns and reports under this Policy, including the contact details for the Chief Compliance Officer referred to in paragraphs 5.5 and 6.2 above, can be made through any of the following published channels:

(a) Telephone: +971 58 883 1358

(b) Email: compliance@animocabrands.com

(c) In writing, to the Chief Compliance Officer or the CEO at the Firm’s registered address.

12.3 These reporting channels are published on the Firm’s website and may be used free of charge. Reports may be made anonymously where permitted by applicable law.

Animoca Brands Anti Bribery and Corruption Policy

Contents

• Related Policies
• Copyright
• Introduction and Scope
• Key Definitions
• General Prohibition
• 4. Reporting of Gifts, Benefits and Advantages to Government Officials
• 5. Reporting Bribery & Corruption through Whistleblower Channel
• 6. Penalties for Non-compliance
• 7. Training
• 8. Recordkeeping
• Appendix A — Bribery and Corruption Red flags

Related Policies

• Whistleblowing Policy
• External Mandates Policy

Copyright

© 2026 Animoca Brands Limited. All rights reserved.

The information contained herein is supplied without representation or warranty of any kind, is subject to change without notice and therefore should not be interpreted in any way as a guarantee or warranty by Animoca Brands Limited. Animoca Brands Limited assumes no responsibility and shall have no liability, consequential or otherwise, of any kind arising from this material or any part thereof, or any supplementary materials subsequently issued by Animoca Brands Limited.

You may not reproduce any part of this document, store this document, or transmit this document, in any form or by any means, electronic, mechanical, recording, or otherwise, without the prior written consent of Animoca Brands Limited.

Animoca Brands Limited has made every effort to ensure the accuracy of this material. If you have any questions or comments, you may contact compliance@animocabrands.com

Introduction and Scope

Animoca Brands is a leader in digital entertainment, blockchain, and gamification whose mission is to advance digital property rights and contribute to the establishment of the open metaverse through its projects in relation to the development of fungible and non-fungible tokens and their related economies, blockchain games, metaverse platforms, etc. It has multiple subsidiaries, including among others The Sandbox, Mocaverse, Open Campus. Through its subsidiaries, Animoca also offers services such as digital asset advisory, market making and Over the Counter (OTC) services etc.

This Anti-Bribery and Corruption Policy (the “Policy”) applies to Animoca Brands Corporation Limited, and its majority owned subsidiaries (“Animoca” or the “Company”) including all full time and part time employees, consultants, contractors and advisors ("Staff").

The Company is committed to conducting business with integrity in accordance with the highest ethical standards and prohibits all forms of bribery and corruption. This Policy serves to reinforce the Company's zero-tolerance to bribery and corruption, outline expectations regarding behaviour of Staff and any person who performs services on behalf of Animoca and defines our policy regarding giving and receiving anything of value which can be perceived as a bribe.

Application to Animoca Brands Middle East Advisory FZCO: This Policy applies in full to Animoca Brands Middle East Advisory FZCO (“ABMEA” or the “Firm”), a Virtual Asset Service Provider licensed by Dubai’s Virtual Assets Regulatory Authority (“VARA”) under VARA Licence No. VL/26/02/001. For ABMEA, the Compliance Officer (CO) referred to throughout this Policy is the Firm’s Chief Compliance Officer. This Policy, together with the reporting contact details set out in Section 5 (including a dedicated telephone line), is published on ABMEA’s website and forms part of the information communicated to ABMEA’s clients and other business counterparties at the outset of the business relationship, consistent with ABMEA’s zero-tolerance approach to bribery and corruption.

The Board shall have overall responsibility for ensuring that this Anti-Bribery and Corruption Policy is regularly reviewed, remains current, and complies with all applicable anti-bribery and corruption laws and regulations in all jurisdictions where the Company operates.

The Compliance Officer (CO) shall have the primary and day-to-day responsibility for implementing this Policy, ensuring operational adherence, conducting regular effectiveness reviews, and updating internal procedures and training programmes as required.

All Staff regardless of department or job description, are required to comply with this Policy.

• Managers and Team leaders are responsible for ensuring that those reporting to them are made aware of and understand this Policy, undertake training on how to implement and adhere to it and also monitor compliance with it.

• The Executive Committee and senior management has overall responsibility for ensuring that this Policy complies with Animoca’s legal and ethical obligations and that all Employees comply with it.

This Policy is reviewed and, as needed, updated on an annual basis or whenever there is a material change to the Animoca’s business practices, operations, assessment of risk relating to bribery and corruption or regulatory requirements that require procedural changes. Material amendments to this Policy must be approved by the Governance Committee.

Key Definitions

2.1. Bribery and Corruption

Bribery is the offering, giving, receiving, or soliciting of anything of value in order to gain any commercial, contractual, regulatory or personal advantage.

Corruption, on the other hand, is an abuse of a position of trust in order to gain an undue advantage. Animoca does not differentiate between commercial and government bribery and both are prohibited under this Policy. It is illegal and a violation of this Policy to directly or indirectly offer and/or receive a bribe. Special attention and stricter sanctions may apply to bribing domestic and / or international government / public officials.

In addition, a bribe can be anything of value and not just money. Examples in which bribery can take form consist of, but not limited to:

• money (cash);

• digital assets including tokens and non-fungible tokens (NFT);

• loans;

• business opportunities;

• gifts (e.g. watches and electronic devices);

• sponsorship;

• donation to affiliated with or sponsored by a government official;

• political contribution;

• properties;

• employment or offers to a government official’s close relative;

• any payment, release, discharge or liquidation of any loan, obligation or other liability;

• the exercise or forbearance from the exercise of any right or any power or duty

• Any other service, favour (other than entertainment)

2.2 Government Officials

For the purposes of this Policy, the term “government official” is broadly defined to include:

• Any officer or employee of any national, state or local government entity, team, or agency;

• Any employee of a state or government-owned or -controlled entity, including commercial and non-profit organizations (for example, a school, college or university, hospital or state-owned company);

• Any political party or official thereof;

• Any candidate for political office;

• Any holder of an elected or appointed political or governmental office (e.g. members of Congress);

• Any member of a royal family;

• Any officer or employee of a public international organization or any team or agency thereof (e.g. the United Nations, World Bank, or World Trade Organisation); and

• Any person acting in an official capacity on behalf of a national, state or local government entity.

2.3. Facilitation payments

Facilitation payments, also known as ‘grease’ payments, are a financial payment that is made to government officials to expedite or facilitate non-discretionary actions or services, such as obtaining an ordinary license or business permit, processing government papers such as visas, customs clearance and so on. However payment of fees to expedite, fast track or speed up a service in accordance with an official and published price list are not considered Facilitation payments.

2.4. Kickbacks

Kickback is a form of negotiated bribe, where payment is given to a recipient as compensation or reward for providing favorable treatment or services to another party. It is usually a sum of money that is paid to someone illegally. For example, Staff receives a kickback (part of the commission) for choosing a candidate introduced by the recruitment agency.

General Prohibition

All forms of bribery including (i) offer, (ii) promise, (iii) agree to pay, (iv) authorize payment of, (v) pay, (vi) give, (vii) accept, or (viii) solicit anything of value are prohibited. Promising to give a bribe / kickback or agreeing to receive before it has taken place is also a violation of this Policy. Staff should also avoid circumstances that even create the appearance of bribery.

Any breach of this Policy or anti-bribery regulations could result in disciplinary action, including termination of employment. Bribery, kickbacks, and facilitation payments are prohibited when dealing with any person (individual and entities) both in the public or private sector.

3.1. Interaction with Government Officials

Animoca seeks transparent and cooperative relationships with the Government officials. Animoca, Staff and associated persons shall not offer or give anything of value with the intention to influence a government official to obtain or retain business or a business advantage. The Policy however does not prohibit reasonable and proportionate gifts, hospitality, entertainment and other business expenditure when intended for genuine purposes and of minimal value. Staff should exercise good judgment in choosing entertainment that does not jeopardize Animoca’s reputation or interests.

The following are some important guidelines on what is acceptable:

• Gifts, meals and entertainment should have a justifiable business purpose.

• Gifts, entertainment and hospitality should comply with prevalent laws and regulations.

• Gifts, meals, entertainment, and travel should not be lavish, extravagant or out of line with country or industry norms.

• Frequent gifts to the same individual / business, even if inexpensive, are not appropriate.

Animoca Brands External Mandates Policy contains general guidelines on gifts, benefits and external mandates that are acceptable.

3.3. Facilitation Payments

Animoca prohibits facilitation payments made for the purpose of expediting or securing the performance of a particular routine governmental action by a government official.

3.4. Agents

Agents are individuals or entities paid by Animoca acting on its behalf in negotiating with third parties. Animoca is committed to promoting compliance with effective anti-bribery and corruption policy by all third parties acting on behalf of Animoca.

Animoca can be held liable for actions by third parties. The acts of agents will be considered the acts of Animoca. As such, all third parties should be made aware of the terms of this Policy and the obligation to comply with it. Staff must not partner with any third party who is suspected of or known for engaging in bribery. Appropriate due diligence should be undertaken before any third parties are engaged. The level of due diligence will vary depending on the circumstances. For red flags involving third parties, refer to Appendix A of this Policy.

3.5. Charitable donations and political contribution

Animoca believes in contributing to the communities in which it does business. While charitable contributions are encouraged, Animoca only makes charitable donations that are legal and ethical under local laws and practices and within our corporate governance framework.

Staff should ensure that the contribution is not an indirect way of conferring a personal benefit on a government official or related party and that the contribution is not in exchange for a purchasing or other decisions affecting Animoca’s interests.

Staff and third parties should not make payments, whether in cash or in kind, to political candidates, government officials or political parties for the purpose of obtaining, retaining or directing business to Animoca.

3.6. Communication to Clients and Business Relationships

Animoca is committed to communicating its zero-tolerance approach to bribery and corruption, and the substance of this Policy, at the outset of all business relationships, as appropriate to the nature of that relationship. For ABMEA, this includes: (i) publishing this Policy on ABMEA’s website; (ii) referencing this Policy and the Firm’s zero-tolerance approach in client onboarding documentation and client agreements; and (iii) making the reporting channels set out in Section 5, including the dedicated telephone line, available to clients and other business counterparties, not only Staff.

4. Reporting of Gifts, Benefits and Advantages to Government Officials

All gifts, benefits and advantages to or received from Government Officials over USD 1000 must be reported, before sending it or immediately after receiving it in the External Mandates Reporting Form.

The Compliance Manager shall record all reported gifts and hospitality in the internal External Mandates Register which will be reported to the Governance Committee on a regular basis. The Compliance Manager will inform you if further information is required upon submission.

If you have any doubts about whether a gift, meal, entertainment or travel expense is appropriate, the best course of action is to seek guidance from the Compliance Team.

5. Reporting Bribery & Corruption through Whistleblower Channel

Animoca promotes the reporting of suspected unethical, illegal, or fraudulent activities related to its business, ensuring that Staff can report concerns confidentially and without fear of retaliation.

Animoca encourages Staff to report actions or conduct dishonest or corrupt behavior or conduct that is in violation of this Policy. Staff may submit a report using the Whistleblowing Reporting Form . Reports should be made as soon as possible and in good faith. Animoca is dedicated to investigating all reports promptly while maintaining confidentiality of the Whistleblower and the investigating team and protecting whistleblowers from negative consequences. The Whistleblower Policy can be found here.

In addition to Staff, ABMEA’s clients and any other person — including members of the public — who suspects a violation or possible violation of this Policy by the Firm, its Board, or its Staff may report their concerns confidentially through any of the following published channels: (i) telephone: +971 58 883 1358; (ii) email: compliance@animocabrands.com; or (iii) the Whistleblowing Reporting Form referenced above. Reports may be made anonymously where permitted by applicable law, and will not result in any charge or fee to the person making the report.

The Compliance Officer (CO) shall investigate any report of a violation or possible violation of this Anti-Bribery and Corruption Policy.

Upon receipt of a report:

• An investigation file shall be opened. In the case of an oral report, the CO will prepare a written summary.

• The CO shall appoint an independent Entity to promptly conduct the investigation.

• The investigation shall document all relevant facts, including the individuals or Entities involved, timeframes, dates, and circumstances.

• The CO shall inform the Board of the existence of the investigation.

• The identity of the individual making the report shall be handled in strict accordance with applicable UAE data protection and whistleblower confidentiality laws.

• Upon conclusion, the independent Entity shall provide a formal investigation report to the CO.

• If any unlawful conduct is identified, the CO must advise the Board without delay.

• The Company shall take such remedial action as the Board deems necessary to ensure compliance with this Policy and applicable anti-bribery laws.

• A written summary of the remedial measures shall be prepared by the investigating Entity.

Both the investigation report and the remedial action summary will be retained by the CO for a minimum of eight (8) years from the date of final action. These documents shall be made available to VARA upon request.

6. Penalties for Non-compliance

All Staff, including the Senior Management, and applicable contractors, understand and acknowledge they may face the following for failure knowingly or unknowingly to comply with this Policy:

• Disciplinary actions that include termination of employment;

• Criminal and civil action; and

Penalties can range from fines to prison sentences. Additionally, Animoca may be held civilly or criminally liable for the acts of Staff, including the Senior Management, and contracted service agents.

Animoca will immediately report to VARA any finding of unlawful conduct in breach of the Anti-bribery and Corruption Rules.

7. Training

Staff will receive regular training with regards to their obligations under this Policy and the requirements of the applicable law and guidance. Additional training will be provided periodically for Staff and third parties who have direct or indirect contact with government officials.

Participation in all training sessions is mandatory for all Staff and members of the Board. Attendance and completion will be monitored by the Compliance Officer, and failure to comply will be escalated.

The training programme shall cover the key elements of this Policy, relevant provisions of UAE anti-bribery and corruption law, reporting procedures, whistleblower protections, and case-based application scenarios.

Anti-bribery and corruption training will form part of the mandatory induction programme for all new Board members and Staff. All new Staff joining Animoca are required to certify that they have read and understood this Policy.

The Compliance Officer will maintain formal records of all training sessions, participant logs, and material updates. Periodic assessments will be conducted to evaluate the effectiveness of training delivery and retention.

8. Recordkeeping

Animoca must maintain relevant records for as long as required to meet its legal or regulatory compliance and audit obligations, or if it has a business need to retain such records and that will enable the provision of information to persons interested in the structures being administered and entitled to the information on a timely basis. The Compliance Officer is responsible for maintaining an External Mandates Register, which must include:

• All disclosures related to Gifts, Benefits and External Mandates.

• Approvals and rejections, along with the reasons for these decisions.

• Supporting documentation and records of related actions.

The CO shall formally monitor the effectiveness of this Anti-Bribery and Corruption Policy on a regular basis, at least annually, and more frequently as required by risk-based assessment. Any deficiencies identified shall be addressed without delay

All records must be retained for a minimum period of 8 years, ensuring compliance with legal and regulatory obligations. No accounts shall be kept “off-book” to facilitate or conceal improper payments.

Due to the nature of the business, most of the records are stored digitally or electronically. For this purpose, the Animoca maintains a specially designated folder on a secure server with limited access for relevant Staff, as well as an access audit trail.

Appendix A

Bribery and Corruption Red flags

This is a non-exhaustive list of potential warning signs for bribery and corruption, to which Staff must pay attention and report via compliance@animocabrands.com, by telephone (+971 58 883 1358), or via the Whistleblower Channel.

• A colleague or third party engages in, or has been accused of engaging in improper business practices.

• A colleague or third party has a reputation for paying bribes or requiring that bribes are paid to them or has a reputation for having a “special relationship” with government officials.

• A third party insists on receiving a commission or fee payment before committing to sign up to a contract with Animoca or carrying out a government function or process for Animoca.

• A third party requests payment in cash and /or refuses to sign a formal contract or to provide an invoice or receipt for a payment made.

• A third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business.

• A third party requests an unexpected additional fee or commission to “facilitate” a service.

• A third party demands lavish entertainment, hospitality or gifts before commencing or continuing contractual negotiations or provision of services.

• A third party requests that a side payment be made to “overlook” potential legal violations.

• A third party or Staff requests that another Staff provide employment or some other advantage to a friend or relative.

• A third party insists on the use of side letters (i.e. agreed terms in a letter or other document outside the written contract between the parties) or refuses to put the agreed terms in a written contract.

• Invoice for a commission or fee payment that appears large against the services stated to have been provided.