Anti-Bribery and Corruption Policy

1. POLICY STATEMENT

1.1 Zero Tolerance Commitment

Unicorn Currencies Limited (Canada) and Unicorn Currencies Ltd (United Kingdom) (collectively "Unicorn", "the Company", "we", "us", or "our") are committed to conducting business with the highest standards of integrity, transparency, and ethical conduct.

We have ZERO TOLERANCE for bribery, corruption, and any form of unethical business practice.

This Anti-Bribery and Corruption Policy (the "ABC Policy") establishes clear standards of conduct and procedures to prevent, detect, and report bribery and corruption in all our business operations worldwide.

1.2 Scope and Application

This ABC Policy applies to:

(a) All Employees: Every employee, officer, director, and contractor of Unicorn, regardless of position, seniority, or location;

(b) Third-Party Agents: All third parties acting on behalf of Unicorn, including:

• Consultants and advisors;

• Business development agents and introducers;

• Referral partners and intermediaries;

• Suppliers and vendors;

• Joint venture partners;

• Lobbyists and government relations representatives;

• Any other person or entity acting on Unicorn's behalf or in Unicorn's interest.

(c) All Jurisdictions: This policy applies to all business activities conducted by Unicorn or on Unicorn's behalf, anywhere in the world, regardless of local laws or customs.

(d) All Business Relationships: This policy covers interactions with:

• Government officials and public authorities;

• Clients and prospective clients;

• Banking partners and payment service providers;

• Regulatory authorities;

• Private sector business partners;

• Any other person or entity with whom Unicorn conducts business.

1.3 Personal Liability

IMPORTANT: Violations of this ABC Policy may result in:

(a) Criminal prosecution of individuals under the UK Bribery Act 2010, Corruption of Foreign Public Officials Act (Canada), and other applicable laws;

(b) Personal fines and imprisonment for individuals found guilty of bribery or corruption offenses;

(c) Disciplinary action up to and including immediate termination of employment or contract;

(d) Civil liability and financial penalties against the Company and individuals;

(e) Reputational damage affecting future employment and business opportunities.

You are personally responsible for compliance with this policy. "I didn't know" or "everyone does it" are NOT valid defenses.

2. REGULATORY FRAMEWORK

2.1 Applicable Laws

This ABC Policy ensures compliance with:

2.1.1 UK Bribery Act 2010

The UK Bribery Act 2010 is one of the strictest anti-bribery laws in the world. It creates four criminal offenses:

(a) Bribing another person (Section 1): Offering, promising, or giving a financial or other advantage intending to induce or reward improper conduct;

(b) Being bribed (Section 2): Requesting, agreeing to receive, or accepting a financial or other advantage in exchange for improper conduct;

(c) Bribing a foreign public official (Section 6): Offering, promising, or giving a financial or other advantage to a foreign public official to obtain or retain business or a business advantage;

(d) Failure of commercial organizations to prevent bribery (Section 7): A corporate offense where an organization fails to prevent bribery by persons associated with it.

Key Provisions:

• Extraterritorial jurisdiction: Applies to acts committed anywhere in the world if the person or organization has a close connection to the UK;

• No exemption for facilitation payments: Unlike some jurisdictions, the UK Bribery Act does NOT recognize a "facilitation payment" exception;

• Corporate liability: Companies can be held criminally liable for failing to prevent bribery by employees or associated persons;

• "Adequate procedures" defense: Companies can defend against Section 7 liability by proving they had adequate procedures in place to prevent bribery.

Penalties: Individuals face up to 10 years imprisonment and/or unlimited fines. Companies face unlimited fines, debarment from public contracts, and director disqualification.

2.1.2 Corruption of Foreign Public Officials Act (CFPOA) - Canada

The Canadian Corruption of Foreign Public Officials Act (CFPOA) prohibits:

(a) Bribing foreign public officials: Giving, offering, or promising a loan, reward, advantage, or benefit to a foreign public official to obtain or retain business or a business advantage;

(b) Accounting offenses: Falsifying books and records to conceal bribes;

(c) Laundering proceeds of bribery: Money laundering related to bribery offenses.

Key Provisions:

• Extraterritorial jurisdiction: Applies to Canadian citizens and companies, and acts committed in Canada, regardless of where the bribery occurs;

• Limited facilitation payment exception: The CFPOA provides a narrow exception for small "facilitation payments" to expedite routine government actions (discussed in Section 3.3);

• Corporate and individual liability: Both companies and individuals can be prosecuted.

Penalties: Individuals face up to 14 years imprisonment. Companies face unlimited fines and debarment from government contracts.

2.1.3 Other Applicable Laws

Depending on the jurisdictions in which we operate, we may also be subject to:

(a) US Foreign Corrupt Practices Act (FCPA): Applies if we conduct business in or involving the United States;

(b) Criminal Code of Canada (domestic bribery provisions);

(c) Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada);

(d) Fraud Act 2006 (UK);

(e) Local anti-corruption laws in jurisdictions where we operate.

2.2 Regulatory Guidance

This ABC Policy is informed by guidance from:

(a) UK Ministry of Justice: "The Bribery Act 2010 Guidance";

(b) Serious Fraud Office (UK): Corporate anti-bribery compliance guidance;

(c) Royal Canadian Mounted Police (RCMP): CFPOA enforcement guidance;

(d) Global Affairs Canada: CFPOA compliance resources;

(e) OECD Anti-Bribery Convention: International standards for combating bribery of foreign public officials;

(f) Transparency International: Best practice guidance on corporate anti-corruption programs.

3. PROHIBITED CONDUCT

3.1 Bribery and Corruption - Defined

Bribery is the offering, promising, giving, requesting, agreeing to receive, or accepting of any financial or other advantage as an inducement or reward for improper performance of a function or activity.

Corruption is the abuse of entrusted power for private gain, including bribery, extortion, fraud, embezzlement, and related offenses.

3.2 Strictly Prohibited Activities

The following activities are STRICTLY PROHIBITED under all circumstances:

3.2.1 Offering or Giving Bribes

You must NEVER:

(a) Offer, promise, or give anything of value (money, gifts, hospitality, employment, business opportunities, etc.) to any person with the intent to:

• Influence their decision-making;

• Induce them to perform their duties improperly;

• Reward them for improper performance;

• Obtain or retain business or a business advantage;

(b) Make payments or provide benefits to:

• Government officials, regulators, or public servants;

• Employees or representatives of actual or prospective clients;

• Banking partners, payment service providers, or other business partners;

• Family members, associates, or intermediaries of any of the above;

(c) Use intermediaries, third-party agents, or consultants to make improper payments on Unicorn's behalf.

3.2.2 Requesting or Accepting Bribes

You must NEVER:

(a) Request, agree to receive, or accept anything of value (money, gifts, hospitality, employment, business opportunities, etc.) in exchange for:

• Performing your duties improperly;

• Giving preferential treatment;

• Providing confidential information;

• Influencing business decisions in favor of the payer;

(b) Use your position at Unicorn to improperly benefit yourself, your family, or associates;

(c) Accept kickbacks, secret commissions, or undisclosed payments from clients, vendors, or partners.

3.2.3 Bribing Foreign Public Officials

You must NEVER:

(a) Offer, promise, or give anything of value to a foreign public official to:

• Obtain or retain business;

• Secure any improper advantage;

• Influence official acts or decisions;

(b) Make payments to political parties, party officials, or candidates in foreign jurisdictions to obtain business advantages.

"Foreign Public Official" includes:

• Any person holding legislative, administrative, or judicial office in a foreign country;

• Any person who performs public functions for a foreign country (including state-owned enterprise employees);

• Any official or agent of a public international organization (UN, World Bank, IMF, etc.);

• Political party officials and candidates for political office.

Examples of foreign public officials relevant to our business:

• Central bank officials (Bank of Canada, Bank of England, European Central Bank);

• Financial regulatory authority staff (FINTRAC, FCA, FinCEN, OFAC);

• Customs and border control officers;

• Tax authority officials;

• Employees of state-owned banks or enterprises;

• Government procurement officials;

• Licensing and permit authorities.

3.2.4 Commercial Bribery (Private Sector)

You must NEVER:

(a) Offer or give bribes to employees, officers, or agents of private companies (clients, banking partners, vendors) to gain improper advantages;

(b) Accept bribes from private sector parties in exchange for preferential treatment, confidential information, or improper performance of duties;

(c) Engage in secret commissions or kickback arrangements.

3.2.5 Fraud and False Accounting

You must NEVER:

(a) Falsify books, records, invoices, or accounts to conceal bribes or improper payments;

(b) Use false descriptions, shell companies, or off-the-books accounts to disguise corrupt payments;

(c) Make payments labeled as "consulting fees," "commissions," or "donations" that are actually bribes;

(d) Approve invoices or expense claims that you know or suspect relate to improper payments.

3.3 Facilitation Payments - ZERO TOLERANCE

Facilitation payments (also called "grease payments" or "speed money") are small, unofficial payments made to secure or expedite the performance of routine, non-discretionary government actions, such as:

• Processing visas, work permits, or licenses;

• Providing police or customs clearance;

• Providing utilities (water, electricity, phone lines);

• Loading or unloading cargo;

• Scheduling inspections;

• Processing government papers.

3.3.1 Unicorn's Position: ZERO TOLERANCE

Unicorn PROHIBITS facilitation payments under all circumstances, regardless of jurisdiction or amount.

Although the Canadian CFPOA provides a narrow exception for facilitation payments made to expedite "routine government action," and some jurisdictions tolerate such payments:

(a) The UK Bribery Act 2010 provides NO exception for facilitation payments and treats them as criminal bribes;

(b) Facilitation payments are impossible to distinguish from bribes in practice, creating legal and reputational risk;

(c) Facilitation payments perpetuate corruption and undermine rule of law;

(d) International best practice (OECD, Transparency International) increasingly condemns facilitation payments;

(e) Unicorn's ethical standards and reputation require a zero tolerance approach.

THEREFORE: ALL FACILITATION PAYMENTS ARE PROHIBITED, REGARDLESS OF AMOUNT OR LOCAL CUSTOM.

3.3.2 What to Do If a Facilitation Payment Is Demanded

If a government official or other person demands a facilitation payment:

(a) Politely refuse and explain that Company policy prohibits such payments;

(b) Request official receipts for any legitimate fees or charges;

(c) Escalate immediately to your line manager and the Compliance Officer;

(d) Document the incident in detail (date, time, person, amount demanded, context);

(e) Report the incident to local authorities or anti-corruption agencies where appropriate and safe to do so.

3.3.3 Safety Exception

If you or another person face an imminent threat to life, limb, or liberty, and a facilitation payment is the only way to avert immediate harm, you may make the payment. However:

(a) The threat must be immediate and credible (not merely inconvenience or delay);

(b) You must report the payment immediately to the Compliance Officer;

(c) You must fully document the circumstances and the duress under which the payment was made;

(d) The Compliance Officer will review and document the payment as a coerced payment made under duress, not a voluntary facilitation payment.

3.4 Gifts and Hospitality - Strict Limits

Reasonable and proportionate gifts and hospitality can be legitimate tools for building business relationships. However, they can also be used to disguise bribes.

3.4.1 General Principles

Gifts and hospitality are permitted ONLY if they:

(a) Are reasonable and proportionate in the circumstances;

(b) Are given openly and transparently (not secretly);

(c) Are properly recorded in Company books and expense records;

(d) Are compliant with the recipient's policies (e.g., government ethics rules);

(e) Do NOT create an obligation or expectation of reciprocity or favorable treatment;

(f) Do NOT influence or appear to influence business decisions;

(g) Are permitted by this policy (within monetary limits and approval requirements).

3.4.2 Monetary Limits

Maximum Value Per Gift or Hospitality Event: USD/CAD/GBP $100 (or equivalent)

(a) Individual gifts, meals, entertainment, or hospitality valued at more than $100 are PROHIBITED unless pre-approved in writing by the Compliance Officer and Chief Operating Officer;

(b) The $100 limit applies per occasion, per recipient (not cumulative over time);

(c) Gifts and hospitality should be occasional, not frequent. Multiple gifts or hospitality events to the same recipient over a short period (e.g., quarterly) may be deemed improper even if each is below $100.

How to Value Gifts and Hospitality:

• Gifts: Market value of the item(s) given;

• Meals: Total cost per person (not total bill divided by attendees if you are covering the entire group);

• Entertainment: Ticket price, event cost, or similar market value;

• Travel/Accommodation: Full cost of flights, hotels, transportation (these are generally prohibited—see Section 3.4.4).

3.4.3 Permitted Gifts and Hospitality (Under $100)

The following are generally acceptable if under $100 in value and otherwise compliant with this policy:

(a) Modest business meals: Breakfast, lunch, or dinner with clients, partners, or prospects in the context of business discussions;

(b) Promotional items: Branded items of nominal value (pens, notepads, USB drives, calendars with Unicorn branding);

(c) Cultural or ceremonial gifts: Small gifts given in accordance with local customs during festivals, holidays, or ceremonial occasions (e.g., Diwali, Christmas, Lunar New Year), provided they are modest and customary;

(d) Entertainment: Tickets to sporting events, concerts, or cultural events, provided:

• The value is under $100 per person;

• A Unicorn representative attends with the guest (not simply providing tickets);

• The event serves a legitimate business development purpose.

3.4.4 Prohibited Gifts and Hospitality

The following are PROHIBITED regardless of value:

(a) Cash or cash equivalents (gift cards, prepaid cards, checks, wire transfers, cryptocurrency, vouchers redeemable for cash);

(b) Gifts or hospitality to government officials or regulators except for nominal promotional items (under $25) or modest meals in accordance with applicable government ethics rules;

(c) Lavish or extravagant gifts or hospitality that could reasonably be perceived as intended to influence business decisions;

(d) Travel and accommodation expenses paid for clients, partners, or third parties, unless:

• Pre-approved in writing by the Compliance Officer and COO;

• Directly related to a legitimate business purpose (e.g., attending a conference, facility tour, training);

• Documented with clear business justification;

• Compliant with the recipient's policies;

(e) Gifts or hospitality provided in connection with contract negotiations, tenders, or competitive bidding (high-risk timing);

(f) Gifts or hospitality requested or demanded by the recipient;

(g) Adult entertainment, gambling, or any illegal activity;

(h) Gifts or hospitality to family members or associates of business contacts or government officials.

3.4.5 Receiving Gifts and Hospitality

If you are offered a gift or hospitality:

(a) Under $100: You may accept if it meets the general principles in Section 3.4.1 and does not create a conflict of interest or obligation;

(b) Over $100: You must politely decline or seek written approval from the Compliance Officer before accepting;

(c) Frequent or repeated gifts/hospitality from the same source: Report to your line manager and the Compliance Officer for review, even if individual occasions are under $100;

(d) If refusal would cause offense: In cultures where refusal of hospitality is deeply offensive, you may accept and immediately report to the Compliance Officer for guidance (the gift may need to be donated to charity or returned);

(e) All gifts and hospitality received over $50 must be reported and recorded in the Gifts & Hospitality Register (see Section 6.3).

3.4.6 Approval Process for Gifts and Hospitality Over $100

If you wish to give or accept a gift or hospitality valued over $100:

(a) Submit a written request to the Compliance Officer in advance, including:

• Description of the gift/hospitality;

• Estimated value;

• Recipient (name, title, organization);

• Business purpose and justification;

• Confirmation of compliance with recipient's policies;

(b) Obtain written approval from both the Compliance Officer and Chief Operating Officer before proceeding;

(c) Document the gift/hospitality in the Gifts & Hospitality Register with copies of approval;

(d) Ensure proper accounting with receipts and expense documentation.

Approval will be granted ONLY in exceptional circumstances and NEVER for gifts/hospitality to government officials or in connection with contract negotiations.

3.5 Political Contributions and Charitable Donations

3.5.1 Political Contributions - PROHIBITED

Unicorn PROHIBITS all political contributions, donations, or support to:

(a) Political parties, candidates, or elected officials;

(b) Political campaigns or political action committees (PACs);

(c) Lobbying organizations or advocacy groups engaged in political activity.

This prohibition applies in all jurisdictions (Canada, UK, and internationally) and includes:

• Direct monetary contributions;

• In-kind contributions (services, use of facilities, staff time);

• Sponsorships of political events or fundraisers;

• Purchase of tickets to political dinners or events.

Rationale: Political contributions can create the appearance of bribery or undue influence, expose the Company to legal risk, and compromise our political neutrality.

3.5.2 Personal Political Activity

Employees are free to engage in personal political activity on their own time and at their own expense. However:

(a) Political activity must be conducted entirely in a personal capacity, not as a representative of Unicorn;

(b) You must NOT use Unicorn resources (email, letterhead, facilities, work time) for political activity;

(c) You must NOT create the impression that your political views or activities represent those of Unicorn;

(d) Personal political contributions are permitted but must be fully disclosed to the Compliance Officer if you hold a senior management position or engage with government officials in your role at Unicorn.

3.5.3 Charitable Donations and Sponsorships

Charitable donations and sponsorships are permitted but must be:

(a) Made to legitimate, registered charities with transparent governance;

(b) Approved in accordance with Company authority limits:

• Donations under $500: Department Head approval;

• Donations $500-$5,000: COO approval;

• Donations over $5,000: Board approval;

(c) Properly documented with clear business or corporate social responsibility (CSR) justification;

(d) NOT used as a cover for bribes or to improperly benefit government officials or business partners;

(e) Compliant with recipient policies (e.g., government ethics rules if donating to a charity associated with a government official);

(f) Recorded transparently in Company books and accounts.

Red Flags for Charitable Donations:

• Donation requested by a government official or business partner;

• Charity lacks transparency or legitimate charitable purpose;

• Donation is contingent on or closely follows a business decision or contract award;

• Donation directed to a charity controlled by or benefiting a government official or their family;

• Unusually large donation to a small or obscure charity.

If any red flags are present, seek approval from the Compliance Officer before proceeding.

3.6 Conflicts of Interest

A conflict of interest arises when your personal interests, relationships, or activities could improperly influence your business judgment or create the appearance of impropriety.

3.6.1 Disclosure Requirement

You must promptly disclose any actual or potential conflict of interest to your line manager and the Compliance Officer, including:

(a) Financial interests in clients, competitors, suppliers, or business partners;

(b) Family or personal relationships with clients, government officials, or business partners;

(c) Outside employment, business activities, or directorships;

(d) Receipt of personal benefits from business relationships;

(e) Any situation where your personal interests could conflict with Unicorn's interests.

3.6.2 Management of Conflicts

Upon disclosure, the Compliance Officer will assess the conflict and implement appropriate measures, which may include:

• Recusal from decision-making related to the conflicted matter;

• Reassignment of duties or clients;

• Divestment of conflicting financial interests;

• Monitoring and oversight;

• In severe cases, termination of employment or engagement.

Failure to disclose a conflict of interest is a serious violation of this policy.

4. DUE DILIGENCE ON THIRD PARTIES

4.1 Third-Party Risk

Unicorn can be held criminally liable under the UK Bribery Act Section 7 for bribery committed by persons associated with the Company, including agents, intermediaries, consultants, and business partners.

Therefore, rigorous due diligence on third parties is essential.

4.2 High-Risk Third Parties

The following categories of third parties present elevated bribery risk and require enhanced due diligence:

(a) Government relations consultants and lobbyists;

(b) Agents or intermediaries who interact with government officials on Unicorn's behalf;

(c) Business development consultants who source clients or facilitate business in high-risk jurisdictions;

(d) Referral partners and introducers who receive commissions or fees;

(e) Joint venture partners in jurisdictions with high corruption risk;

(f) Suppliers or vendors in high-risk jurisdictions or industries;

(g) Any third party operating in a high-risk jurisdiction (countries with high corruption perception index scores, weak rule of law, or significant state-owned enterprise sectors).

4.3 Due Diligence Requirements

Before engaging any third party (especially high-risk third parties), the Company must:

4.3.1 Standard Due Diligence (All Third Parties)

(a) Identity verification: Confirm legal name, registration, ownership structure, and principals;

(b) Business reputation check: Review publicly available information, references, and track record;

(c) Sanctions and PEP screening: Screen against sanctions lists, politically exposed persons (PEP) databases, and adverse media;

(d) Financial stability: Assess financial viability to ensure the third party is legitimate and sustainable;

(e) References: Obtain and verify professional references from prior clients or partners.

4.3.2 Enhanced Due Diligence (High-Risk Third Parties)

In addition to standard due diligence, high-risk third parties require:

(a) In-person meetings or video interviews with principals;

(b) Detailed questionnaires covering anti-bribery policies, compliance history, government relationships, and subcontracting arrangements;

(c) Corporate registry searches to verify ownership and beneficial owners;

(d) Litigation and enforcement searches to identify past legal or regulatory issues;

(e) Site visits or audits where feasible and appropriate;

(f) Third-party due diligence reports from specialized firms (e.g., World-Check, Dow Jones Risk & Compliance);

(g) Review of the third party's anti-bribery policies and training programs;

(h) Assessment of compensation structure to ensure commissions or fees are reasonable and not structured in a way that incentivizes bribery.

4.4 Red Flags in Third-Party Relationships

The following are red flags indicating potential bribery risk. If any red flag is identified, escalate to the Compliance Officer immediately:

(a) Third party is owned by, employs, or is closely associated with a government official;

(b) Third party refuses to commit to anti-bribery compliance or to provide due diligence information;

(c) Third party has a poor reputation or adverse media related to corruption;

(d) Third party operates in a high-risk jurisdiction with weak rule of law or high corruption;

(e) Third party requests unusual payment arrangements (cash, offshore accounts, payments to third countries, overly complex structures);

(f) Third party's fees or commissions are excessive compared to market standards or the value of services provided;

(g) Third party requests reimbursement of expenses without documentation or receipts;

(h) Third party insists on confidentiality or secrecy regarding the relationship or payments;

(i) Third party suggests that "special payments" or "local arrangements" are necessary to do business;

(j) Third party has no clear business premises, staff, or capacity to provide the services claimed.

4.5 Contractual Protections

All third-party contracts must include:

(a) Anti-bribery and corruption clauses requiring compliance with applicable laws and this ABC Policy;

(b) Representations and warranties that the third party has not and will not engage in bribery or corruption;

(c) Right to audit the third party's books, records, and compliance with anti-bribery obligations;

(d) Termination rights allowing Unicorn to immediately terminate the contract if bribery or corruption is suspected or discovered;

(e) Indemnification provisions holding the third party liable for violations;

(f) Prohibition on subcontracting without prior written approval;

(g) Training requirements obligating the third party to train its personnel on anti-bribery compliance.

4.6 Ongoing Monitoring

Third-party relationships must be monitored on an ongoing basis:

(a) Periodic reviews (annually or more frequently for high-risk third parties);

(b) Transaction monitoring to identify unusual payment patterns or red flags;

(c) Adverse media screening to detect negative news or allegations;

(d) Re-certification requiring third parties to periodically confirm ongoing compliance with anti-bribery obligations;

(e) Audits where warranted by risk profile or red flags.

5. BOOKS, RECORDS, AND FINANCIAL CONTROLS

5.1 Accurate Record-Keeping

Accurate and complete books and records are essential to prevent and detect bribery and corruption.

All financial transactions must be:

(a) Accurately recorded in Company books and accounts;

(b) Supported by appropriate documentation (invoices, receipts, contracts, approvals);

(c) Described truthfully with clear business purposes;

(d) Subject to appropriate internal controls and approval hierarchies.

5.2 Prohibited Practices

You must NEVER:

(a) Falsify or manipulate books, records, invoices, or accounts;

(b) Maintain off-the-books accounts or slush funds for any purpose;

(c) Make false or misleading entries in books or records;

(d) Use false descriptions to disguise the true nature of payments (e.g., labeling a bribe as "consulting fees" or "marketing expenses");

(e) Approve invoices or expense claims that you know or suspect are false, incomplete, or related to improper payments;

(f) Destroy, conceal, or alter documents to hide potential violations.

5.3 Expense Reporting and Approvals

(a) All business expenses must be submitted promptly with complete, accurate supporting documentation;

(b) Expense claims must clearly describe the business purpose and beneficiaries of any gifts, hospitality, travel, or entertainment;

(c) Managers reviewing expense claims must scrutinize for red flags and escalate suspicious claims to the Compliance Officer;

(d) False or inflated expense claims are grounds for disciplinary action up to and including termination.

5.4 Financial Controls

The Company maintains the following internal controls to prevent bribery and corruption:

(a) Segregation of duties: Separation of authorization, execution, recording, and reconciliation functions;

(b) Approval hierarchies: Clear authority limits requiring multiple approvals for significant payments;

(c) Dual authorization: High-value or high-risk payments require approval from two authorized signatories;

(d) Periodic reconciliations: Regular reconciliation of accounts to detect anomalies;

(e) Internal audits: Routine and risk-based audits of financial controls and compliance with this ABC Policy;

(f) Whistleblower mechanisms: Confidential reporting channels for suspected violations (see Section 8).

6. REPORTING AND RECORD-KEEPING OBLIGATIONS

6.1 Reporting Obligation

All employees and third parties must immediately report:

(a) Any suspected or actual violations of this ABC Policy;

(b) Any requests for bribes, facilitation payments, or improper advantages;

(c) Any red flags or suspicious conduct by colleagues, third parties, clients, or government officials;

(d) Any pressure or threats related to bribery or corruption;

(e) Any gifts, hospitality, or donations over the thresholds specified in this policy.

"If you see something, say something." Failure to report violations or red flags may itself constitute a policy violation.

6.2 How to Report

Reports can be made through the following channels:

(a) Direct Report to Compliance Officer:

Email: compliance@unicorncurrencies.com

UK Phone: +44 (20) 8064-0818

Canada Phone: +1 (548) 488-0818

(b) Report to Line Manager: Who will escalate to the Compliance Officer;

(c) Anonymous Whistleblower Hotline (if established): Details to be communicated to all employees;

(d) External Reporting (in serious cases): Serious Fraud Office (UK), RCMP (Canada), or other law enforcement.

You may report anonymously if you prefer. The Company will protect your identity to the fullest extent possible while conducting a thorough investigation.

6.3 Gifts and Hospitality Register

The Compliance Officer maintains a Gifts and Hospitality Register recording:

(a) All gifts and hospitality given or received valued at $50 or more;

(b) Date, description, value, giver/recipient, and business purpose;

(c) Approval documentation (for items over $100).

All employees must submit quarterly certifications confirming compliance with the gifts and hospitality provisions of this policy.

6.4 Third-Party Due Diligence Records

The Compliance Officer maintains records of:

(a) Due diligence conducted on all third parties;

(b) Risk assessments and approvals;

(c) Contracts containing anti-bribery clauses;

(d) Ongoing monitoring and audit results.

6.5 Training Records

The Compliance Officer maintains records of:

(a) Attendance at anti-bribery training;

(b) Training materials and content;

(c) Annual policy acknowledgments and certifications.

6.6 Retention Period

All records related to anti-bribery and corruption compliance (due diligence, gifts register, training, investigations) must be retained for a minimum of seven (7) years in accordance with regulatory requirements and this policy.

7. TRAINING AND AWARENESS

7.1 Mandatory Training

All employees, officers, and directors must complete anti-bribery and corruption training:

(a) Upon joining Unicorn (within 30 days of hire or appointment);

(b) Annually thereafter (refresher training);

(c) When this policy is materially updated.

High-risk roles (sales, business development, compliance, finance, senior management) must complete enhanced training covering:

• Advanced bribery risk scenarios;

• Third-party due diligence;

• Red flag identification;

• Handling demands for bribes or facilitation payments.

7.2 Third-Party Training

High-risk third parties (agents, consultants, referral partners) must:

(a) Receive a copy of this ABC Policy and confirm understanding and agreement;

(b) Complete anti-bribery training provided by Unicorn or demonstrate equivalent training;

(c) Certify compliance with anti-bribery obligations annually.

7.3 Training Content

Anti-bribery training covers:

(a) Overview of the UK Bribery Act 2010 and Canadian CFPOA;

(b) Unicorn's zero tolerance policy and prohibited conduct;

(c) Facilitation payments prohibition;

(d) Gifts, hospitality, and political contributions rules;

(e) Third-party risk and due diligence;

(f) Red flag identification;

(g) Reporting obligations and whistleblower protections;

(h) Practical scenarios and case studies;

(i) Consequences of violations.

7.4 Annual Certification

All employees must annually certify in writing that they:

(a) Have read, understood, and will comply with this ABC Policy;

(b) Have completed required training;

(c) Have no knowledge of violations or potential violations (or have reported them);

(d) Have disclosed all gifts, hospitality, and conflicts of interest.

Failure to complete training or provide annual certification may result in disciplinary action.

8. WHISTLEBLOWER PROTECTION AND NON-RETALIATION

8.1 Whistleblower Protections

Unicorn is committed to creating an environment where employees and third parties feel safe reporting suspected violations without fear of retaliation.

The Company will NOT tolerate any retaliation against individuals who:

(a) Report suspected violations of this ABC Policy in good faith;

(b) Cooperate with internal investigations;

(c) Provide information to law enforcement or regulatory authorities regarding bribery or corruption;

(d) Refuse to engage in conduct that would violate this policy, even if instructed to do so.

8.2 Prohibited Retaliation

Retaliation includes:

(a) Termination, demotion, suspension, or other adverse employment action;

(b) Harassment, intimidation, threats, or ostracism;

(c) Withholding promotions, bonuses, or opportunities;

(d) Negative performance reviews or disciplinary action motivated by reporting;

(e) Any other conduct intended to discourage reporting or punish whistleblowers.

Any individual who retaliates against a whistleblower will be subject to severe disciplinary action, up to and including termination.

8.3 Confidentiality

The Company will protect the identity of whistleblowers to the fullest extent possible, consistent with:

(a) The need to conduct a thorough investigation;

(b) Legal obligations to disclose (e.g., court orders, regulatory demands);

(c) The rights of accused individuals to defend themselves.

Anonymous reporting is permitted where feasible, though it may limit the Company's ability to follow up or seek clarification.

8.4 Good Faith Reporting

This policy protects individuals who report suspected violations in good faith, even if the report ultimately proves to be unfounded after investigation.

However, knowingly false reports or malicious accusations made to harm others or for personal gain are NOT protected and will result in disciplinary action against the person making the false report.

9. INVESTIGATIONS AND DISCIPLINARY ACTION

9.1 Investigation of Suspected Violations

All reports of suspected violations will be promptly and thoroughly investigated by the Compliance Officer, with assistance from Legal, Internal Audit, or external advisors as appropriate.

Investigation Process:

(a) Receipt and assessment: Compliance Officer reviews the report and determines scope of investigation;

(b) Evidence gathering: Collection of documents, interviews with witnesses, review of transactions and communications;

(c) Preservation of evidence: Suspension of document destruction, IT forensics if needed;

(d) Confidentiality: Investigation conducted discreetly to protect reputations and avoid tipping off subjects;

(e) Interim measures: Suspension of employees, termination of third-party contracts, or other protective measures pending investigation outcome;

(f) Findings and recommendations: Investigation report with findings of fact, conclusions, and recommendations for disciplinary action and remediation;

(g) Reporting: Serious violations reported to the Board of Directors, law enforcement, and/or regulatory authorities as required.

9.2 Cooperation Obligation

All employees must fully cooperate with investigations, including:

(a) Providing truthful and complete information;

(b) Making documents and records available;

(c) Participating in interviews;

(d) Preserving evidence and not destroying documents.

Failure to cooperate or obstructing an investigation is a serious policy violation and may result in termination.

9.3 Disciplinary Action

Violations of this ABC Policy will result in disciplinary action proportionate to the severity of the violation, which may include:

(a) Verbal or written warning;

(b) Mandatory retraining;

(c) Loss of bonus or incentive compensation;

(d) Suspension without pay;

(e) Demotion or reassignment;

(f) Termination of employment or contract (for cause, without notice or severance);

(g) Referral to law enforcement for criminal prosecution;

(h) Civil legal action to recover damages.

Factors considered in determining disciplinary action:

• Seniority and position of the individual;

• Whether the violation was intentional or negligent;

• Monetary value involved;

• Whether the individual self-reported or attempted to conceal the violation;

• Prior disciplinary history;

• Level of cooperation with the investigation;

• Mitigating or aggravating circumstances.

Senior management and officers are held to higher standards and will face more severe consequences for violations, including those by subordinates under their supervision if the violation resulted from inadequate oversight.

9.4 Remediation

Following a substantiated violation, the Company will:

(a) Remediate the harm (e.g., returning improper payments, rescinding contracts, self-reporting to authorities);

(b) Strengthen controls to prevent recurrence (enhanced due diligence, additional training, revised procedures);

(c) Monitor compliance through follow-up audits and reviews;

(d) Report to the Board on violations, disciplinary action, and remedial measures.

10. GOVERNANCE AND OVERSIGHT

10.1 Roles and Responsibilities

10.1.1 Board of Directors

The Board of Directors is ultimately responsible for:

(a) Approving this ABC Policy and material amendments;

(b) Overseeing the Company's anti-bribery and corruption compliance program;

(c) Ensuring adequate resources are allocated to compliance;

(d) Receiving regular reports on compliance, violations, and risk areas;

(e) Setting the "tone from the top" regarding ethical conduct and zero tolerance for corruption.

10.1.2 Chief Operating Officer (COO)

The COO is responsible for:

(a) Implementing and enforcing this ABC Policy;

(b) Ensuring all business units comply with policy requirements;

(c) Approving high-risk third-party engagements and gifts/hospitality over policy limits;

(d) Overseeing investigations and disciplinary actions;

(e) Reporting to the Board on compliance matters.

10.1.3 Compliance Officer (Head of Compliance)

The Compliance Officer is responsible for:

(a) Day-to-day administration of the ABC compliance program;

(b) Conducting and overseeing third-party due diligence;

(c) Maintaining the Gifts and Hospitality Register and other compliance records;

(d) Providing training and guidance to employees and third parties;

(e) Investigating reports of suspected violations;

(f) Conducting risk assessments and compliance audits;

(g) Updating the ABC Policy to reflect legal and regulatory changes;

(h) Reporting to the COO and Board on compliance matters.

10.1.4 Line Managers

Line managers and department heads are responsible for:

(a) Ensuring their teams understand and comply with this ABC Policy;

(b) Promoting a culture of integrity and ethical conduct;

(c) Identifying and escalating potential violations or red flags;

(d) Reviewing and approving expenses and gifts/hospitality in accordance with policy limits;

(e) Supporting investigations and disciplinary processes.

10.1.5 All Employees and Third Parties

Every employee, officer, director, and third party is responsible for:

(a) Reading, understanding, and complying with this ABC Policy;

(b) Completing required training;

(c) Reporting suspected violations and red flags;

(d) Cooperating with investigations;

(e) Upholding Unicorn's values of integrity, transparency, and ethical conduct.

10.2 Risk Assessment

The Compliance Officer conducts periodic risk assessments (at least annually) to identify and evaluate bribery and corruption risks, considering:

(a) Geographic risk (countries with high corruption perception index scores);

(b) Sectoral risk (industries prone to corruption);

(c) Transactional risk (high-value or complex transactions);

(d) Third-party risk (types and locations of intermediaries);

(e) Client risk (government entities, state-owned enterprises, PEPs);

(f) Business opportunity risk (aggressive growth targets, competitive bidding).

Risk assessment results inform resource allocation, enhanced due diligence requirements, and targeted training.

10.3 Continuous Improvement

Unicorn is committed to continuous improvement of its anti-bribery and corruption compliance program through:

(a) Periodic policy reviews and updates to reflect legal developments and lessons learned;

(b) Benchmarking against industry best practices and regulatory guidance;

(c) Internal audits to test effectiveness of controls and identify gaps;

(d) Post-incident reviews to understand root causes and strengthen controls;

(e) Engagement with external advisors for independent assessments and recommendations.

11. CONSEQUENCES OF NON-COMPLIANCE

11.1 Legal and Regulatory Consequences

Violations of anti-bribery laws can result in severe consequences for the Company and individuals, including:

11.1.1 For the Company

(a) Criminal prosecution under the UK Bribery Act, CFPOA, or other applicable laws;

(b) Unlimited fines (UK Bribery Act) or fines up to CAD $25 million (CFPOA);

(c) Debarment from government contracts and public procurement;

(d) Suspension or revocation of regulatory licenses (FINTRAC registration, FCA partner authorizations);

(e) Reputational damage resulting in loss of clients, banking relationships, and investor confidence;

(f) Civil litigation by shareholders, clients, or other stakeholders;

(g) Increased regulatory scrutiny and supervision costs.

11.1.2 For Individuals

(a) Criminal prosecution and personal liability;

(b) Imprisonment (up to 10 years under UK Bribery Act, up to 14 years under CFPOA);

(c) Unlimited fines (UK) or fines up to CAD $5 million (Canada);

(d) Director disqualification (UK);

(e) Professional sanctions (loss of licenses, certifications, memberships);

(f) Reputational harm affecting future employment and career prospects;

(g) Civil liability for damages caused by violations.

11.2 Employment Consequences

Violations of this ABC Policy will result in disciplinary action as set out in Section 9.3, up to and including immediate termination of employment for cause (without notice or severance pay).

11.3 Third-Party Consequences

Third parties who violate this ABC Policy or engage in bribery or corruption will face:

(a) Immediate termination of contracts and business relationships;

(b) Forfeiture of unpaid fees, commissions, or other compensation;

(c) Legal action to recover damages and losses;

(d) Reporting to law enforcement and regulatory authorities;

(e) Blacklisting from future engagement with Unicorn.

12. POLICY REVIEW AND UPDATES

12.1 Review Frequency

This ABC Policy will be reviewed:

(a) Annually by the Compliance Officer and Senior Management;

(b) Following significant regulatory changes (amendments to UK Bribery Act, CFPOA, or related laws);

(c) Following identification of policy gaps through risk assessments, audits, or incidents;

(d) Upon expansion into new jurisdictions or business lines presenting novel bribery risks.

12.2 Approval and Communication

Material amendments to this ABC Policy require:

(a) Approval by the Board of Directors (or Audit & Risk Committee);

(b) Communication to all employees via email and posting on the Company intranet/website;

(c) Re-training of affected employees on policy changes;

(d) Updated acknowledgments requiring employees to confirm understanding of amended policy;

(e) Notification to high-risk third parties and updated contractual anti-bribery clauses.

13. ACKNOWLEDGMENT AND CERTIFICATION

13.1 Employee Acknowledgment

All employees, officers, and directors must sign an acknowledgment confirming:

(a) I have received, read, and understood the Anti-Bribery and Corruption Policy;

(b) I agree to comply with the policy in all respects;

(c) I understand that violations may result in disciplinary action up to and including termination, as well as criminal prosecution;

(d) I understand my obligations to report suspected violations and red flags;

(e) I have completed required anti-bribery training;

(f) I have disclosed all conflicts of interest, gifts, and hospitality as required by the policy.

This acknowledgment must be signed:

• Upon joining Unicorn;

• Annually thereafter;

• Upon any material policy update.

13.2 Third-Party Certification

High-risk third parties must provide annual certifications confirming:

(a) Compliance with this ABC Policy and applicable anti-bribery laws;

(b) No knowledge of violations or circumstances that could lead to violations;

(c) Maintenance of adequate anti-bribery policies and procedures;

(d) Training of personnel on anti-bribery compliance;

(e) Disclosure of any gifts, hospitality, or payments made on Unicorn's behalf.

14. CONTACT INFORMATION AND RESOURCES

14.1 Compliance Officer

For questions, guidance, approvals, or to report suspected violations:

Compliance Officer / Head of Compliance

Email: compliance@unicorncurrencies.com

UK Phone: +44 (20) 8064-0818

Canada Phone: +1 (548) 488-0818

Address (UK):
Compliance Department
Unicorn Currencies Ltd
4th Floor, Silverstream House, Fitzroy Street
London, W1T 6EB
United Kingdom

Address (Canada):
Compliance Department
Unicorn Currencies Limited
5577 153A Street, Suite 207
Surrey, V3S 5K7, British Columbia
Canada

14.2 Additional Resources

(a) UK Serious Fraud Office: https://www.sfc.gov.uk | Phone: +44 (0)20 7239 7272

(b) RCMP Anti-Corruption Unit: https://www.rcmp-grc.gc.ca | Phone: 1-800-387-0020

(c) Transparency International: https://www.transparency.org

(d) OECD Anti-Bribery Convention: https://www.oecd.org/corruption/anti-bribery/

(e) UK Ministry of Justice Bribery Act Guidance: https://www.justice.gov.uk/downloads/legislation/bribery-act-2010-guidance.pdf

(f) Global Affairs Canada CFPOA Resources: https://www.international.gc.ca/trade-agreements-accords-commerciaux/topics-domaines/other-autre/corruption.aspx

14.3 Related Policies

This ABC Policy should be read in conjunction with:

(a) Code of Conduct and Ethics

(b) Conflict of Interest Policy

(c) Whistleblower Policy

(d) Third-Party Management Policy

(e) Travel and Expense Policy

(f) Master Services Agreement: www.unicorncurrencies.com/terms

(g) Privacy Policy: www.unicorncurrencies.com/privacy

15. CONCLUSION

Unicorn Currencies is committed to conducting business with integrity, transparency, and in full compliance with all applicable anti-bribery and corruption laws.

This ABC Policy reflects our zero tolerance approach to bribery and corruption and sets clear standards for ethical conduct by all employees and third parties.

Compliance with this policy is not optional—it is a fundamental condition of employment and engagement with Unicorn.

By working together to uphold these standards, we protect the Company's reputation, maintain the trust of our clients and partners, and contribute to a global business environment free from corruption.

If you have any questions or concerns about this policy or its application, please contact the Compliance Officer immediately.

© 2025 Unicorn Currencies. All rights reserved.

This Anti-Bribery and Corruption Policy is effective as of December 1, 2025, and supersedes all prior versions.