Introduction

1.1 – This Safety, Environmental and Social Responsibility Policy (the “Policy”) has been approved by the Shareholders (the “Shareholders”) of Blacksync Inc. and is intended to assist all employees, officers, directors, agents and contractors (the “BSNC Representatives”) of Blacksync Inc. and each of its direct and indirect subsidiaries and branches (collectively, the “BSNC”) to maintain the highest standards of ethical conduct in company affairs. This Policy is intended to comply with US and State of Delaware law requirements. This Policy shall be always in compliance with US and State of Delaware laws.

1.2 – The Shareholders have determined that BSNC should formalize its Policy on matters relating to Safety, Environmental and Social Responsibility.
This Policy will supersede any other existing BSNC policies relating to Safety, Environmental and Social Responsibility.

Objectives of the Policy

2.1 – The objective of this Safety, Environmental and Social Responsibility Policy is to outline how BSNC, together with its directors, officers, employees, consultants, and contractors, will conduct its business in a safe and environmentally friendly manner and to the highest standards of corporate social responsibility.

Application of the Policy

3.1 – The Policy applies to all directors, officers, employees, consultants and contractors of BSNC. Compliance with this Policy constitutes terms of service for each director, conditions of employment for each officer and employee, and conditions of providing services to BSNC for each consultant and contractor. Each such person agrees to be bound by the provisions of this Policy upon notification of the most recent copy being given to them or upon notification that an updated version has been placed on BSNC’s website for review.

Communication of this Policy

4.1 – To ensure that all directors, officers, employees, consultants, and contractors of BSNC are aware of this Policy, a copy of the Policy will be provided to them, and they will be advised that this Policy is available on BSNC’s website for their review. All directors, officers, employees, consultants and contractors of BSNC will be informed whenever significant changes are made. New directors, officers, employees, consultants, and contractors will be subject to this Policy and educated about its importance.

Compliance

5.1 – This Policy extends across all BSNC’s business dealings and in all countries and territories in which BSNC operates. All persons covered by this Policy, in discharging their duties on behalf of BSNC, are required to comply with the laws, rules and regulations applicable in the location in which BSNC is performing business activities, and in particular with respect to anti-bribery and corruption laws, rules and regulations.

5.2 – As the anti-corruption US and State of Delaware laws have extraterritorial application, BSNC, its employees and associated persons will be bound by the most stringent requirements of these laws in respect of its conduct in all jurisdictions they operate, even if such conduct would otherwise be permitted by the local law of a particular jurisdiction. Where uncertainty or ambiguity exists, please contact the Compliance Officer who may seek further legal advice.

5.3 – All directors, officers, employees, contractors (and their sub-contractors) and consultants, in discharging their duties on behalf of BSNC, will comply with the laws, rules and regulations of the location in which BSNC is performing business activities and, in particular, with respect to safety and environmental laws, rules and regulations. Where uncertainty or ambiguity exists, competent legal advice must be obtained.

Sustainable Development Policy

6.1 – BSNC is committed to responsible and sustainable development in the communities in which it operates.

6.2 – BSNC strives to achieve or exceed leading industry practice in line with US and State of Delaware legislation as well as the legislation of the countries in which it operates, and international standards in all aspects of the BSNC’s business: social, environment and economic.

6.3 – Every effort will be made to make this Policy a reality, embraced by each employee and every contractor working with BSNC.

6.4 – BSNC is committed to:

• transparency, honesty, accountability, integrity and legality in all aspects of BSNC’s governance and in the BSNC’s dealings with all Shareholders, including government, the community, employees, contractors, service providers and Shareholders;
• adherence to best practices including taking responsibility for the impact of the BSNC’s activities on society and the environment, and behaving in a responsible and ethical manner at all times; respect for the human rights, culture, customs and values of the BSNC’s host community;
• identify, assess, manage and mitigate risks to the BSNC’s host community and the environment; continually seek to improve the BSNC’s environmental performance beyond legal requirements;
• take due care to prevent, manage and mitigate the impact of the BSNC’s operations on surrounding habitat, taking particular care to minimize the impact on endangered species;
• implement an environmental and social management system to integrate environmental and social criteria into planning, processes and operational decisions;
• conduct comprehensive monitoring and audits to ensure compliance with all relevant legislation, guidelines, and standards, and to produce regular reports;
• promote and implement the efficient use of resources, and practice waste minimization, reuse and recycling;
• emphasize employment opportunities for the local workforce by the provision of education and training consistent with the needs of the BSNC;
• facilitate capacity building of local Small and Medium Enterprises (SMEs) for the provision of goods and services to the BSNC’s projects;
• allocate sufficient financial resources to meet all the BSNC’s commitments; and
• participate proactively with local authorities and the host community.

Environment Policy

7.1 – BSNC acknowledges that long term sustainability of its activity depends on good management in terms of environmental protection.

7.2 – BSNC will:

• integrate environmental considerations into all aspects of the BSNC’s activity;
• establish and maintain a management system that can identify, monitor, control and improve the environment protection performance of BSNC;
• implement periodic independent evaluation of its environmental performance;
• compared to the BSNC’s objectives and goals;
• draft a yearly report on environment performance;
• observe all the laws and applicable regulations in US, as well as the laws and regulations of any other jurisdiction in which BSNC operates;
• seek to use the best available practices in all BSNC’s activities;
• ensure the existence of sufficient financial resources to fulfill all of BSNC’s environmental obligations and commitments;
• ensure that all employees, consultants and contractors understand the BSNC’s Policy and fulfill their responsibilities for environment protection;
• implement an efficient and transparent communication strategy in order to encourage dialogue with interested and involved parties regarding the environmental aspects of BSNC’s activity; and
• collaborate with local, national and international institutions and organizations on measures to protect the environment.

Human Rights Policy

8.1 – BSNC acknowledges that in accordance with the United Nations Guiding Principles on Business and Human Rights it has a responsibility to respect human rights at every level of its operations.

8.2 – BSNC will:

• integrate human rights considerations into all aspects of the BSNC’s activity;
• establish and maintain a system that can identify, monitor, control and improve the performance of BSNC with respect to human rights;
• implement periodic evaluation of its human rights performance compared to BSNC’s objectives and goals;
• observe all the laws and applicable regulations in Canada, as well as the laws and regulations of an other jurisdiction in which BSNC operates;
• seek to use the best available practices in all BSNC’s activities;
• ensure the existence of sufficient financial resources to fulfill all of BSNC’s human rights obligations and commitments, including remediation;
• ensure that all employees, consultants, and contractors understand the BSNC’s policy and fulfill their responsibilities for the protection of human rights;
• implement an efficient and transparent communication strategy in order to encourage dialogue with interested and involved parties regarding the impact of the BSNC’s activities on human rights; and
• collaborate with local, national and international institutions and organizations on measures to protect human rights.

Occupational Health and Safety Policy

9.1 – BSNC is committed to providing and maintaining a safe and healthy working environment where all employees and contractors conduct themselves in a responsible and safe manner.

9.2 – BSNC is committed to achieving a high standard of Occupational Health and Safety (“OHS”) through implementation of all related policies, procedures, standards, and continuous improvement of management systems, setting targets and monitoring performance.

9.3 – It is BSNC’s belief that all accidents and injuries are preventable. To achieve a zero-accident culture the BSNC will:

• identify and manage the BSNC’s key health and safety risks and establish realistic annual objectives and targets;
• comply with all applicable laws and regulations as well as aim to achieve best practice in OHS that meet international standards;
• integrate management of health and safety strategies into the BSNC’s key business and planning processes;
• provide employees with the training and resources required to minimize the risks of their work activities;
• require that contractors (and their sub-contractors) provide their employees and service providers with the training and resources required to minimize the risks of their work activities;
• encourage and support employees and contractors to promote initiatives to continuously reduce OHS risks associated with the BSNC’s activities;
• provide adequate emergency response resources, emergency exercises and related training;
• ensure that work / access permit systems are diligently and correctly used by all staff and contractors;
• ensure that all new employees, contractors and their sub-contractors, and visitors are appropriately informed of the BSNC’s OHS policies, procedures and requirements;
• achieve and maintain high levels of workplace hygiene at all times;
• communicate and enforce the BSNC’s OHS standards with all contractors; and
• review and audit the BSNC’s health and safety management systems and performance.

Drug, Alcohol and Smoking Policy

10.1 – BSNC has an obligation to ensure a safe workplace and safe systems of work for people on all the BSNC’s sites. Employees, contractors and visitors on BSNC’s sites have an obligation to perform their duties in a manner that provides for their own safety and to comply with policies and procedures put in place by BSNC.

10.2 – A person’s Fitness for Work (“FFW”) may be compromised as a result of:

• the consumption of alcohol; and/or
• the use of drugs (prescription, non-prescription or illicit).

10.3 – As permitted by law, testing for use of alcohol and other drugs will be conducted by trained and competent BSNC employees or external service providers in the following circumstances:

• post incident (if required);
• for cause (as an investigation tool where an employee or contractor’s FFW is questioned);
• random testing; and
• follow-up testing of an employee or contractor as a part of a return-to-work plan.

10.4 – Any employee should contact the human resources team immediately if he or she suspects that an employee or contractor’s underperformance, misconduct or illness is a result of alcohol or drug abuse. Every effort will then be made to correct problems through offering support and assistance (including medical advice, if appropriate). However, where such support is not effective, the individual concerned does not follow medical advice, or in cases of gross misconduct, BSNC reserves the right to initiate a formal disciplinary procedure, which may lead to dismissal.

Review of this Policy

11.1 – Any report of solicitations to engage in a prohibited act or possible violation of the Policy will be investigated initially by the Compliance Officer. Where the matter is deemed potentially serious it will be promptly reported to the Executive Chairman, and where appropriate, to the law enforcement agencies, and the following procedure will be followed:

• the report will be recorded and an investigative file established. In the case of an oral report, the party receiving the report is also to prepare a written summary;
• the Compliance Officer will promptly commission the conduct of an investigation. The investigation may be conducted by BSNC personnel, or by outside counsel, accountants or other persons employed by the Compliance Officer. The investigation will document all relevant facts, including persons involved, times and dates. The Executive Chairman shall advise the Shareholders of the existence of an investigation;
• the identity of a person filing a report will be treated as confidential to the extent possible, and only revealed on a need-to-know basis or as required by law or court order;
• on completion of the investigation, a written investigative report will be provided by the persons employed to conduct the investigation to the Executive Chairman. If the investigation has documented unlawful, violative or other questionable conduct, the Executive Chairman will advise the Shareholders of the matter;
• if any unlawful, violative or other questionable conduct is discovered, the Executive Chairman shall cause to be taken such remedial action as the Shareholders deems appropriate under the circumstances to achieve compliance with the Policy and applicable law, and to otherwise remedy any unlawful, violative or other questionable conduct. The persons employed to conduct the investigation shall prepare, or cause to be prepared, a written summary of the remedial action taken;
• in each case, the written investigative report (or summary of any oral report), and a written summary of the remedial action taken in response to the investigative report shall be retained along with the original report by or under the authority of the Executive Chairman.

Acceptance

12.1 – By accepting this Policy, directors, officers, employees, family members, consultants and contractors of BSNC accept BSNC’s values and standards and are obliged to comply with them during the contractual relationship with BSNC. Any violation of this Policy will thus be deemed as a severe breach of contract which entitles BSNC to withdraw from the contract unless the directors, officers, employees, family members, consultants and contractors manage after being granted a reasonable period of grace to eliminate / resolve the circumstances / issues which led to non-compliance within such period. However, in case of deliberate or repeated non-compliance or in case BSNC’s business and or reputation might be affected by the non- compliance of the directors, officers, employees, family members, consultants and contractors, BSNC is entitled to withdraw from the contract with immediate effect (i.e. without necessity to allow for a period of grace before withdrawal).

Approval and Amendment

13.1 – This Policy was approved and adopted by the Shareholders. BSNC is committed to reviewing and updating its policies and procedures on a continuing basis. This Policy may be revised, changed, or amended at any time by the Shareholders, and amendment to the Policy will be disclosed promptly to directors, officers, employees, family members, consultants and contractors and will be disclosed publicly in accordance with applicable laws.

Publication of the Policy

14.1 – This Policy will be posted on BSNC’s website at www.blacksync.com. For any further information you may need, related to this document, we kindly invite you to write to the Compliance Team.

Reference

Blacksync Inc.
14 Wall Street, 20th Floor
Manhattan, New York
NY 10005, United States
Registration no. DE-3221551
Last Update: February 25, 2025