Introduction

1.1 – This Supplier & Contractor 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 – This Policy summarizes BSNC core values, principles, and standards for its suppliers concerning the production and delivery of goods and services according to recognized, globally applicable principles.

1.3 – This document outlines the principles governing cooperation with all our suppliers around the world. BSNC’s suppliers (hereinafter the “Suppliers”) accept and adopt these principles. BSNC encourages its business Suppliers to communicate these guidelines to their employees as well as to their suppliers and ensure compliance. Moreover, we expect our business Suppliers to observe all applicable laws and regulations.

1.4 – 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.

1.5 – This Policy will supersede any other existing BSNC policies relating to supplying.

Principals and Objectives of the Policy

2.1 – BSNC principles are to ensure that our Suppliers are collaborating with us in the pursuit of the highest business ethics and sustainability standards, including social and environmental responsibility in our supply chain. BSNC’s Supplier & Contractor Policy focuses in particular on the following topics:

• People
• SHE (safety, health, and environment)
• Business ethics
• Business and operational excellence

2.2 – BSNC expects Suppliers to confirm steady and sustainable efforts in improving cost efficiency and performance across the supply chain. We will work closely with our Suppliers who develop their business in harmony with the sustainability principles and respect towards the environment and society.

Labour Standards and Human Rights

3.1 – Suppliers are obligated to respect applicable local labor law and International Labor Organization (“ILO”) labor standards and human rights for all their employees and contracted labor ensuring they are being treated fairly with dignity and respect. BSNC, therefore, expects our Suppliers to adopt the same high standards as BSNC. Suppliers are committed to creating and maintaining a work environment in which they follow high international social and labour standards (ILO), and comply with applicable local labour law.

3.2 – The following means might be used in order to prove compliance:

• in case of an audit performed by a third party, the Supplier will communicate the audit report (only the part related to the provisions of the Supplier & Contractor Policy) to BSNC;
• in case the Supplier has its own internal audits, it will communicate the report to BSNC (only the part related to the provisions of the Supplier & Contractor Policy); or
• BSNC will decide if, when, where and how a Supplier audit should take place. Such audits will be in advance announced by BSNC.

3.3 – Suppliers pursue strict “no child labour” and “no forced or compulsory labour” policies, in full alignment with all relevant laws.

3.4 – Suppliers set great value upon fair compensation at market rates, diversity respect, equal opportunity, and a healthy balance of work and social life.

3.5 – Suppliers will not tolerate any forms of discrimination. Equal opportunity shall apply to everybody regardless of age, gender, nationality, years of service, educational background, and others.

Safety, Health and Environmental (SHE) Standards

4.1 – BSNC expects its Suppliers to be proactive and responsible in safety, health, and environmental issues by complying with applicable laws relating to health, safety and environment and generally strive to preempt any negative health, safety, and environmental impact.

4.2 – BSNC shall always strive to minimise actually or potentially adverse effects on society, health, environment, and natural resources in its operations.

4.3 – Suppliers agree to identify, assess, and address SHE issues, risks, and impacts in their current and future operations.

4.4 – Suppliers shall heed all SHE features in their product design, process development, projects, and services.

4.5 – Suppliers shall proactively review and appropriately address any SHE concerns.

4.6 – Suppliers agree to manage transport efficiently to reduce risk, cost, and environmental impact.

4.7 – BSNC encourages its Suppliers to define ambitious health and safety goals or adopt standards emphasizing that no task is important enough to put anyone’s health and safety at risk.

4.8 – 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.

Business Ethics

5.1 – BSNC strongly believes that a sustainable and successful business relationship requires integrity and transparent business practice standards.

5.2 – Suppliers operate honestly and equitably throughout the supply chain obeying local laws, including but not limited to public and tax law, insider-trading, anti- corruption, anti-trust, anti-money-laundering, intellectual property protection, and data privacy at both corporate and personal levels.

5.3 – Suppliers are uncompromising in their integrity concerning all business activities. We expect from all our Suppliers and their business Shareholders a “zero tolerance” policy on bribery, fraud, and corruption as well as other illegal / frowned-upon practices.

5.4 – Suppliers commit to responsible sourcing by:

• compliance with provisions defined in other sections of this Policy;
• preference for certified Suppliers and recycled products where practically possible and economically feasible;
• no conscious or negligent use of conflict resources or illegally exploited resources.

Business and Operational Excellence

6.1 – Commercial and technical competitiveness: Suppliers agree to engage, cooperate, and collaborate with BSNC in pursuing continuous improvement of cost-efficiency and process performance.

6.2 – Suppliers agree to follow international Quality Management Standards.

6.3 – Suppliers agree to create a culture of service excellence. This includes meeting or exceeding customer expectations, anticipating needs, helping to ensure compliance with all applicable laws and regulations throughout our shared supply chain, as well as providing expertise as needed.

6.4 – The capacity to innovate is an important, strategic sustainability feature in our supply chain as well as a major competitive advantage in our Supplier Shareholdership. Correspondingly, our Suppliers continuously rethink their business models, products, technologies, and processes in cooperation and joint development with BSNC.

Transparency and Supply Chain

7.1 – The Supplier must have adequate processes in place to ensure traceability and ban of the conscious or negligent use of conflict materials and illegally exploited resources for any (raw) materials delivered to it.

7.2 – The Supplier must have adequate processes to follow and document its supply chain if practically possible and economically feasible and if requested by BSNC.

7.3 – The Supplier shall ensure that any subcontractor/Supplier subcontractors being part of the supply chain relevant to the contractual relationship with BSNC also obeys the values and standards of this Policy.

7.4 – The provisions mentioned above do not change the Supplier’s obligation to ask for BSNC’s prior permission to use subcontractors if agreed between the parties.

Implementation, Monitoring, Amendments

8.1 – It is the Supplier’s responsibility to ensure the implementation and maintenance of the standards and principles outlined in this Policy and inform their employees and contractors on their respective rights and responsibilities. BSNC reserves the right to verify proper implementation of these standards and, in case of any violations, to take appropriate action, including stop of business.

8.2 – BSNC will verify compliance with the standards outlined in this Policy through personal meetings, self assessment questionnaires, company visits, and audits.

8.3 – In case of non-compliance, BSNC will work with Suppliers to ensure they implement improvement plans and take corrective actions.

8.4 – BSNC will work with all its key Suppliers on continuously monitoring and evaluating their cost, quality, reliability, and SHE performance.

8.5 – Suppliers agree to adopt similar principles close to those outlined here in dealing with their respective suppliers and business Shareholders.

8.6 – Suppliers work on a business continuity plan detailing procedure with recovery plans to mitigate supply chain risks.

8.7 – BSNC works closely with its Suppliers to realize the full synergy and value of our relationships. BSNC understands that a successful Shareholdership is based on mutual trust and open communication which includes working towards the highest sustainability standards along the supply chain. BSNC encourages its Suppliers to take responsibility for the joint future. To determine whether revisions may be required due to changes in law or regulations, applicable standards (ILO, OECD, all other internal standards mentioned before, changes in the business or legal environment), MNST reviews the Supplier & Contractor Policy periodically. Thus, it reserves the right to change this Policy accordingly.

External Sources

9.1 – This Policy is prepared following the international standard values and principles:

• United Nations Human Rights Office of the High Commissioner: “Introduction to the Guiding Principles on Business and Human Rights”.
• United Nations Human Rights Office of the High Commissioner: “Guiding Principles on Business and Human Rights”.
• International Labour Organization (“ILO”): “International Labour Rules & Standards”.

Review of this Policy

10.1 – 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

11.1 – 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

12.1 – 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

13.1 – 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 28, 2025