Governance

Conflict of Interest Policy

How we identify, manage and mitigate actual, potential and perceived conflicts of interest, in the interest of our investors and stakeholders.

Effective Date: January 2026 Last Updated: January 2026

Velaris Ventures SA ("the Company") is committed to maintaining the highest standards of integrity and ethical conduct in all business activities. This Conflict of Interest Policy outlines how we identify, manage and mitigate potential conflicts of interest.

1. Purpose and Scope

1.1 Purpose

This policy aims to:

Protect the interests of our investors and stakeholders
Ensure transparent and ethical decision-making
Maintain trust and confidence in our operations
Comply with legal and regulatory requirements

1.2 Scope

This policy applies to:

All directors and officers
Investment committee members
Employees and consultants
Portfolio company board representatives
Affiliated entities and related parties

2. Definition of Conflict of Interest

A conflict of interest arises when an individual's personal interests, relationships or activities could interfere with objective business judgment, compromise fiduciary duties, create unfair advantage or disadvantage, or undermine investor trust. Conflicts may be actual, potential or perceived.

3. Types of Conflicts

3.1 Financial Conflicts

Personal investments in companies under consideration
Financial interests that compete with the Company
Receipt of gifts, loans or other benefits from related parties
Outside business interests that conflict with duties

3.2 Relationship Conflicts

Family relationships with counterparties
Personal relationships affecting objectivity
Board memberships creating competing loyalties
Affiliations with competitors or suppliers

3.3 Opportunity Conflicts

Personal pursuit of corporate opportunities
Diversion of business opportunities
Use of Company resources for personal gain
Competing for the same investment opportunities

3.4 Information Conflicts

Misuse of confidential information
Insider trading
Selective disclosure
Conflicts in information access

4. Disclosure Obligations

4.1 Mandatory Disclosure

All covered persons must disclose, upon joining, their existing business interests, board memberships and advisory roles, family relationships in relevant industries, and material financial holdings. On an ongoing basis they must disclose new conflicts as they arise, changes in previously disclosed matters, potential conflicts in specific transactions, and an annual certification of compliance.

4.2 Disclosure Process

Disclosures must be made in writing to the Compliance Officer, promptly upon awareness of the conflict, with complete and accurate information, and updated annually.

4.3 Disclosure Form

Covered persons must complete a Conflict of Interest Disclosure Form containing the nature of the conflict, the parties involved, any financial interests, and proposed mitigation measures.

5. Management and Mitigation

5.1 Review Process

Disclosed conflicts are reviewed by the Compliance Officer (initial review), the Investment Committee (investment-related conflicts) and the Board of Directors (significant or complex conflicts).

5.2 Mitigation Measures

Depending on severity, mitigation may include:

Recusal: abstaining from relevant discussions, exclusion from decision-making, no access to confidential information
Disclosure: transparent communication to affected parties, documentation in meeting minutes, disclosure to investors when material
Divestiture: sale of conflicting investments, resignation from conflicting positions, termination of conflicting relationships
Prohibition: prohibiting the conflicting activity, declining the opportunity, or restructuring to eliminate the conflict

5.3 Documentation

All conflicts and mitigation measures must be documented in writing, approved by the appropriate authority, maintained in compliance records and reviewed periodically.

6. Specific Conflict Scenarios

6.1 Co-Investment Opportunities

When team members wish to co-invest personally: prior written approval is required, on the same terms as the Company investment, with no preferential treatment and full disclosure to investors.

6.2 Portfolio Company Positions

Team members serving on portfolio company boards must act in the best interest of the Company, disclose any personal interests, recuse from conflicted decisions and report material developments.

6.3 Competing Investment Opportunities

When evaluating opportunities similar to personal investments, full disclosure is required, alongside independent review by non-conflicted parties, a documented rationale for decisions, and investor notification if material.

6.4 Vendor and Service Provider Relationships

Relationships with service providers must be conducted at arm's length, follow competitive selection processes, disclose any personal relationships and ensure fair market terms.

7. Gifts and Entertainment

7.1 General Principle

Gifts and entertainment must not create obligations or expectations, influence business decisions, exceed reasonable business courtesies, or violate laws or regulations.

7.2 Prohibited Gifts

The following are prohibited: cash or cash equivalents; gifts exceeding CHF 500 in value; gifts from parties in active negotiations; and anything that could be perceived as a bribe.

7.3 Reporting

Gifts and entertainment exceeding CHF 200 must be reported to the Compliance Officer.

8. Outside Business Activities

8.1 Prior Approval Required

Team members must obtain approval for board memberships or advisory roles, outside employment or consulting, starting a business, or significant investments in related industries.

8.2 Criteria for Approval

Approval considers the time commitment required, the potential for conflict, the use of Company resources and reputational risk.

9. Related Party Transactions

9.1 Definition

Related party transactions involve entities controlled by team members, family members of team members, entities with common ownership, or close personal or business associates.

9.2 Approval Process

Related party transactions require full disclosure of the relationship, an independent fairness opinion for significant transactions, approval by disinterested parties and documentation of arm's length terms.

9.3 Ongoing Monitoring

Related party transactions are reviewed annually, reported to investors, compared to market terms and subject to audit.

10. Enforcement and Consequences

10.1 Violations

Violations may result in verbal or written warnings, mandatory training, forfeiture of profits, termination of employment or relationship, legal action and regulatory reporting.

10.2 Reporting Violations

Suspected violations should be reported to the Compliance Officer, the Board of Directors or the anonymous whistleblower channel.

10.3 No Retaliation

The Company prohibits retaliation against individuals who report conflicts or violations in good faith.

11. Training and Awareness

All covered persons must complete conflict of interest training upon joining, participate in annual refresher training, acknowledge receipt and understanding of this policy, and certify annual compliance.

12. Annual Certification

All covered persons must annually certify their understanding of this policy, disclosure of all actual or potential conflicts, compliance with mitigation measures, and acknowledgment of the consequences for violations.

13. Policy Review and Updates

This policy is reviewed annually by the Compliance Officer, when regulatory requirements change, after significant organizational changes, and following any material violations.

14. Contact Information

Compliance Officer Velaris Ventures SA Email: sl@velarisventures.com (subject: "Conflict of Interest Disclosure")

15. Governance

Compliance Officer: receives and reviews disclosures, maintains the conflict of interest register, conducts training and reports to the Board quarterly.

Investment Committee: reviews investment-related conflicts, approves mitigation measures and ensures a fair process.

Board of Directors: reviews significant conflicts, approves policy changes and oversees the compliance program.

By accepting employment or engagement with Velaris Ventures SA, you acknowledge that you have read, understood and agree to comply with this Conflict of Interest Policy.