Governance

Whistleblower Policy

Procedures for reporting illegal, unethical or improper conduct, and the protections in place for those who report in good faith.

Effective Date: January 2026 Last Updated: January 2026

Velaris Ventures SA ("the Company") is committed to maintaining the highest standards of integrity, transparency and ethical conduct. This Whistleblower Policy establishes procedures for reporting concerns about illegal, unethical or improper conduct.

1. Purpose

This policy aims to encourage the reporting of misconduct, protect whistleblowers from retaliation, ensure the prompt investigation of concerns, foster a culture of integrity and accountability, and comply with legal and regulatory requirements.

2. Scope

This policy applies to all employees and officers, directors and board members, consultants and contractors, service providers, and former employees for matters during their employment. It covers concerns anywhere in the Company's operations globally.

3. Reportable Conduct

You should report concerns about the following.

3.1 Financial and Accounting

Fraudulent financial reporting
Misappropriation of assets
Accounting irregularities
Embezzlement or theft
Expense fraud

3.2 Legal and Regulatory

Violations of laws or regulations
Breach of fiduciary duties
Insider trading
Money laundering
Sanctions violations
Bribery or corruption

3.3 Conflicts of Interest

Undisclosed conflicts
Self-dealing
Related party abuse
Misuse of Company opportunities

3.4 Investor Relations

Material misrepresentations
Undisclosed material information
Improper valuation practices
Breach of investor agreements

3.5 Workplace Conduct

Harassment or discrimination
Retaliation against whistleblowers
Workplace safety violations
Breach of employment policies

3.6 Ethical Violations

Breach of the Code of Conduct
Dishonesty or fraud
Abuse of authority
Reputational harm to the Company

4. How to Report

4.1 Reporting Channels

Internal reporting: email whistleblower@velarisventures.com, monitored by the independent Compliance Officer. Written reports may be sent, marked "Confidential - Whistleblower Report", to the Compliance Officer, Velaris Ventures SA, Sion, Valais, Switzerland.

Alternative reporting: for concerns about management, contact the Chairman of the Board at chairman@velarisventures.com.

External reporting (Switzerland): the Swiss Federal Audit Oversight Authority (FAOA), the Swiss Financial Market Supervisory Authority (FINMA), or cantonal authorities.

A confidential reporting channel is available for anonymous submissions.

4.2 Anonymous Reporting

You may report concerns anonymously. Providing contact information helps us seek clarification, provide updates and offer protection, but anonymous reports are taken seriously and investigated thoroughly.

4.3 Information to Provide

When reporting, include a detailed description of the concern, the names of persons involved, dates and locations, supporting documents or evidence, and your contact information (optional for anonymous reports).

5. Confidentiality

5.1 Protection of Identity

The Company will maintain the confidentiality of the reporter's identity to the fullest extent possible, share information only on a need-to-know basis, limit access to investigation materials and use secure communication channels.

5.2 Limitations

Confidentiality may be limited when required by law or regulation, when necessary for a proper investigation, when subject to legal proceedings, or when the reporter provides informed consent.

6. Non-Retaliation

6.1 Zero Tolerance

The Company strictly prohibits retaliation against anyone who reports concerns in good faith, participates in an investigation, or refuses to engage in prohibited conduct.

6.2 Forms of Retaliation (Prohibited)

Retaliation includes termination, demotion or suspension; harassment or intimidation; negative performance reviews; reduction in pay or benefits; exclusion from meetings or decisions; and any adverse employment action.

6.3 Reporting Retaliation

If you experience retaliation, immediately report it to the Compliance Officer, the Board of Directors or external legal counsel.

6.4 Consequences for Retaliation

Individuals who retaliate will face immediate investigation, disciplinary action up to termination, potential legal consequences and personal liability.

7. Investigation Process

7.1 Acknowledgment

We will acknowledge receipt of your report within 5 business days, except for anonymous reports without contact information.

7.2 Initial Assessment

The Compliance Officer will review the report, determine whether further investigation is warranted, assess urgency and severity, and identify the appropriate investigators.

7.3 Investigation

Investigations will be conducted promptly and thoroughly, led by qualified, independent investigators, documented comprehensively and completed within a reasonable timeframe.

7.4 Cooperation Required

All employees must cooperate fully with investigations, provide truthful information, maintain confidentiality and not destroy or conceal evidence.

7.5 Investigation Findings

Upon completion, findings are documented in a report, recommendations are made, corrective actions are implemented and the reporter receives appropriate feedback where possible.

8. Outcomes and Remediation

8.1 Substantiated Reports

If misconduct is confirmed: disciplinary action up to termination, recovery of financial losses, remediation of control weaknesses, reporting to authorities if required, and disclosure to affected parties.

8.2 Unsubstantiated Reports

If concerns are not substantiated: no adverse action against good faith reporters, an assessment of whether policy improvements are needed, and closure of the matter.

8.3 Bad Faith Reports

Individuals who knowingly make false reports may face disciplinary action, could be subject to legal liability and will not receive whistleblower protections.

9. Good Faith Requirement

This policy protects reports made in good faith, even if they turn out to be mistaken. Good faith means you honestly believe the information is true, are not acting with malicious intent and are not seeking personal gain.

10. Protection of Legal Rights

This policy does not limit your right to report violations to government authorities, require you to report internally before reporting externally, require you to waive attorney-client privilege, or prevent you from receiving whistleblower rewards under applicable laws.

11. Oversight and Governance

11.1 Compliance Officer Responsibilities

Receive and evaluate reports, oversee investigations, ensure independence and fairness, report to the Board quarterly, and maintain whistleblower records.

11.2 Board Oversight

The Board of Directors reviews significant reports, monitors investigation outcomes, assesses the effectiveness of the program and receives an annual whistleblower report.

12. Record Keeping

The Company maintains confidential records of all reports received, investigation processes and findings, actions taken, and training completion. Records are retained in accordance with applicable laws and the Company's document retention policy.

13. Training

All covered persons must complete whistleblower policy training upon joining, participate in annual refresher training, acknowledge understanding of the policy and know how to report concerns.

14. Policy Review

This policy is reviewed annually and updated as needed to reflect changes in laws or regulations, best practices, lessons learned from investigations and organizational changes.

15. Questions and Guidance

For questions about this policy or reporting procedures, email the Compliance Officer at whistleblower@velarisventures.com with the subject "Whistleblower Policy Question". All inquiries are treated confidentially.

16. Legal Protections

Whistleblowers may be entitled to legal protections under the Swiss Federal Act on Combating Money Laundering, the European Union Whistleblower Directive where applicable, securities laws and employment laws. Consult legal counsel for advice on your specific situation.

Velaris Ventures SA is committed to protecting individuals who report concerns in good faith. We encourage you to speak up without fear of retaliation.