Introduction

1.1 – This Whistleblower Protection 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 will supersede any other existing BSNC policies relating to whistle blowing.

Objectives and Application of the Policy

2.1 – Pursuant to its charter, the BSNC’s Compliance Officer is responsible for ensuring that a process exists whereby persons can report any Governance Concerns relating to BSNC. In order to carry out its responsibilities, the Shareholders have adopted this Whistleblower Protection Policy.

2.2 – This Policy applies to all individuals working at all levels of BSNC, including directors, officers, employees, consultants, contractors, part-time and fixed-term workers, and casual and agency staff (each a “Relevant Person”).

2.3 – All information contained within this document is subject to any applicable country, state and/or local laws. This Policy will not be interpreted or enforced in any way that would interfere with an employee’s rights under US and State of Delaware laws.

Governance Concerns Explained

3.1 – For the purposes of this Policy, Governance Concerns is intended to be broad and comprehensive and to include any matter, which in the reasonable and genuinely held belief of a Relevant Person, represents malpractice, is illegal, unethical, irregular or criminal, contrary to the policies of BSNC or in some other manner not right or proper. Examples would include:

• violation of any applicable law, rule or regulation that relates to company reporting and disclosure;
• violation of BSNC’s Code of Business Conduct and Ethics, Anti-Bribery & Anti-Corruption Policy or Gifts & Hospitality Policy;
• fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of BSNC;
• fraud or deliberate error in the recording and maintaining of BSNC’s financial records;
• deficiencies in or noncompliance with BSNC’s internal policies and controls;
• misrepresentation or a false statement by or to a director, officer or employee of BSNC respecting a matter contained in the financial records, reports or audit reports;
• deviation from full and fair reporting of BSNC’s financial condition; and
• the deliberate concealment of any of the above matters.

Reporting Governance Concerns

4.1 – A Relevant Person should report a Governance Concern as soon as he/she has a reasonable suspicion or concern of a Governance Concern. A Relevant Person is not expected to investigate the matter personally before reporting it.

4.2 – This Policy should not be used to report any personal grievance. Any complaints about a Relevant Person’s own personal circumstances (for example an employment dispute) should be pursued with his/her line manager through the ordinary grievance channels.

4.3 – Any Relevant Person with a Governance Concern is encouraged to submit his/her Governance Concern in writing, by telephone or by e-mail to an appropriate supervisor. In the event the Relevant Person does not feel comfortable raising the Governance Concern with a supervisor the Governance Concern has been raised with a supervisor and yet persists, the Relevant Person may submit his/her Governance Concern in writing, by telephone or email, to the Compliance Officer.

4.4 – If a Relevant Person wishes to make a report, he/she should ensure that the report includes as much detail as possible regarding the Governance Concern(s) including name(s), dates, places, a description of events that took place, the individual’s perception of why the incident(s) are a violation of this Policy (i.e., the alleged law or policy contravened), and what action the individual recommends be taken. The Relevant Person is required to maintain confidentiality of this report and not discuss the report or the facts of the report unless required by law.

4.5 – BSNC encourages Relevant Persons to raise any Governance Concerns internally rather than raising them outside the organization. A Relevant Person will rarely need to make such external disclosures, however it is recognised that there may be certain situations in which a Relevant Person may need to contact outside authorities, such as a relevant regulator.

4.6 – The Governance Concerns, and any personal data included therein, will not be shared with any person other than the competent persons within BSNC, with responsibility for managing such Governance Concerns and implementing the necessary corrective actions, together with the Compliance Officer and, as the case may be, professional advisers.

Confidentiality

5.1 – BSNC recognizes that a Relevant Person may be concerned about the consequences of reporting a Governance Concern. The aim of BSNC through this Policy is to encourage Relevant Persons to raise concerns in good faith. BSNC will assist Relevant Persons in doing so.

5.2 – BSNC encourages all Relevant Persons to report any Governance Concerns openly. If a Relevant Person wants to raise a Governance Concern in confidence, BSNC will do its best to accommodate this and to keep the Relevant Person’s identity secret. However, it will not always be possible for BSNC to guarantee the confidentiality of the Relevant Person. When such a situation arises, BSNC will first discuss this with the Relevant Person.

5.3 – BSNC does not prefer or encourage anonymous reporting of Governance Concerns. Reporting anonymously makes it harder, for example, for investigations to be carried out and for any wrongdoing to be discovered and rectified. It is also then more difficult to establish whether any allegations are credible and have been made in good faith. A Relevant Person who is concerned about possible reprisals if his/her identity is revealed should inform the Compliance Officer, and appropriate measures may then be taken to preserve confidentiality.

5.4 – BSNC will implement, and will ensure that any entities that may assist it in the implementation of this Policy will implement, all security measures required for ensuring the confidentiality of any personal data processed under this Policy.

No Adverse Consequences

6.1 – A Relevant Person may report a Governance Concern without fear of dismissal, other disciplinary action, retaliation or discrimination of any kind as a result of raising a Governance Concern in good faith.

6.2 – BSNC will not tolerate any retaliation against a Relevant Person as a result of raising a Governance Concern in good faith. BSNC is committed to investigating and responding to any such allegations of retaliatory behaviour thoroughly and decisively. Also, BSNC will not tolerate any retaliation against a Relevant Person who provides assistance to the Compliance Officer, management or any other person or group, including any governmental, regulatory or law enforcement body, investigating a Governance Concern. Employees found to have engaged in retaliatory behavior may be subject to discipline up to and including termination.

6.3 – Any employee who believes that he or she is being retaliated against for making a report should immediately bring it to the attention of his/her supervisor, or such supervisor’s manager for immediate investigation. In instances where the employee is not satisfied with the supervisor or manager’s response, or is uncomfortable for any reason addressing such concerns to their supervisor or manager of such supervisor, the employee may contact the Compliance Officer for immediate investigation.

6.4 – Where it is found that a Relevant Person has made a report maliciously, in bad faith, or with a view to personal gain, disciplinary action may be taken against the Relevant Person, which could potentially lead to his/her dismissal.

Responding to a Report of a Governance Concern

7.1 – Where a Governance Concern is reported in the first instance to the Compliance Officer, it will be reviewed as soon as possible by that officer with the assistance and direction of whomever such officer thinks appropriate. The officer may, where appropriate, implement a timely resolution to the Governance Concern. However, in some cases, the officer may consider it necessary, or appropriate, to request the Compliance Officer to review, assess and investigate the Governance Concern.

7.2 – Once a Governance Concern is reported to the Compliance Officer, it will be reviewed as soon as possible by the Compliance Officer with the assistance and direction of whomever the Compliance Officer thinks appropriate including, but not limited to, external legal counsel. The Compliance Officer or the Shareholders of BSNC, as the case may be, will implement such corrective measures and do such things in an expeditious manner as deemed necessary or desirable to address the Governance Concern.

7.3 – BSNC will endeavor to conduct any investigation arising from a Governance Concern as expeditiously as possible. Any investigation may require the co-operation of the Relevant Person involved.

7.4 – Where possible BSNC will keep the Relevant Person informed of the progress in the investigation and provide feedback on its outcome if requested, however there are situations where this will not be possible. A Relevant Person, or any other witness involved in an investigation, must treat any information he/she receives as a result of any investigation (as well as the fact of the investigation itself) as confidential.

Retention of Records

8.1 – BSNC shall take appropriate measures to protect personal information it receives about anybody as a result of this Policy and will only keep such information for as long as required by applicable laws and document retention policies.

8.2 – The Compliance Officer will retain all records relating to any Governance Concern or report of a retaliatory act and to the investigation of any such report for as long as necessary based upon the merits of the submission. The types of records to be retained by the Compliance Officer will include records of all steps taken in connection with the investigation and the results of any such investigation. Such records will be held securely and confidentially by the Compliance Officer.

Communication of the Policy

9.1 – To ensure that all Relevant Persons are aware of the Policy, they will be advised that the Policy is available on BSNC’s website for their review. All Relevant Persons will be informed whenever significant changes are made to this Policy. All Relevant Persons to whom this Policy applies will be informed about its importance.

Processing Related Rights

10.1 – Nothing in this Policy is intended to dissuade or stop a Relevant Person from pursuing any other legal avenue of complaint or redress as reasonably necessary in the circumstances.

10.2 – BSNC employees have the right to access and request the updating of the personal information held about them in connection with the implementation of this Policy, as well as to ascertain the purposes for which it is processed, as required by law.

10.3 – Unless otherwise provided by law, BSNC employees may object to BSNC continuing the processing of their personal data on compelling legal grounds, for example that the data kept was excessive or was being kept for longer than necessary.

10.4 – BSNC employees have the right not to be subjected to automated individual decisions, without such decision being reviewed by a competent person.

10.5 – If a BSNC employee wishes to exercise the aforementioned rights, he/she may contact the Human Resource department or the Compliance Officer of BSNC or the competent court of law.

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