Code of conduct

1. Diginex and our Staff
‍In this Code of Conduct (the “Code”), we use the following definitions:

Diginex, “Company”, “company”, means: All companies, including subsidiaries and joint ventures, over which Diginex exercises control, either directly or indirectly, with respect to policies and procedures.

Staff, “You”, “you”, “Your”, “your”, “We”, “we”, “Our”, “our”, “Us”, “us” means: All Diginex directors, officers, agents, employees, temporary workers, interns, consultants, contractors, or any other person who is employed by or otherwise works for or on behalf of Diginex, regardless of the duration of their employment contract or other types of relationship.
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2. Our Values
At Diginex we build technology to help our clients address the world’s most pressing ESG and sustainability issues, lead change and increase transparency. We believe in creating products that are accessible, affordable and intelligent so that all organizations, no matter their size, have tools to contribute to a better future. Our clients include small and medium-sized enterprises (i.e., SMEs), large global enterprises, international organizations and governments and public sector entities.

We believe that corporate sustainability starts with a company’s value system and a principles-based approach to doing business. This means operating in ways that, at a minimum, meet fundamental responsibilities in the areas of human and labour rights, environment and anti-corruption. We also believe that responsible businesses enact the same values and principles wherever they have a presence and with all company stakeholders, including business partners.
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3. Scope
This Code establishes guidelines to assist Diginex’s staff in understanding our expectations for how we conduct business and treat our clients, colleagues, and other stakeholders. It also covers areas around safeguarding assets and information and how to deal with conflicts of interests.

This Code establishes the standards of behavior that all of Diginex’s staff must meet. You should familiarize yourself with and abide by the policies and procedures set forth in this Code at all times. Where these standards are not met, appropriate disciplinary action will be taken. In cases where the breach involves serious misconduct, this may result in summary dismissal. In cases where a breach of the policy involves a breach of any law or criminal conduct, then the relevant government authorities or the police may be notified.

All staff benefits and entitlements that are intended to be contractual are set forth in the terms and conditions of employment in an employee’s written employment contract. In so far as this Code imposes any obligations on the Company, those obligations are not contractual and do not give rise to any contractual rights.

The Company may unilaterally introduce, amend, remove, or replace this Code at any time. The Company will timely communicate any such changes to the Code to all staff
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4.1. BUSINESS INTEGRITY AND ETHICS

‍We strive to do the right thing, without compromise by:
Treat all company assets with care and respect, and safeguard them from misuse by:

• Maintaining both during employment and after termination of employment with the Company, the confidentiality of any confidential information, records or other materials acquired during the course of employment whether relating to clients, our staff and/or our business;

• Taking robust steps to prevent loss, damage, theft, waste and misuse of all company assets, both physical and intangible;

• Using company assets for business purposes only, except for minimal personal use. This includes not using Company email or internet to send, access or otherwise process sexually explicit or suggestive material, or other offensive or harassing material;

• Obtaining, securing and destroying company information according to company policy; • Seeking reimbursement only for true business-related expenses; •

Treating customer and supplier assets as carefully as we do our own; • Reporting any instance where it seems company assets might be misused.

Staff must not:
• Make statements to the media about the Company’s business, unless expressly authorized to do so by the Company (requests for media statements should be referred to members of the Management Team www.diginex.com/#about-us ). RESTRICTED ©2022 Diginex Solutions (HK) Limited. All Rights Reserved 7

• Make statements about the Company on social media, or any other public platform, that may reasonably harm the Company or its client’s reputation;

• Remove, sell, lend, borrow or dispose of assets without authorization;


4.2. SAFEGUARDING OUR ASSETS AND INFORMATION
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Treat all company assets with care and respect, and safeguard them from misuse by:• Being familiar with and complying with all Company and workplace policies, procedures, rules, regulations and contracts;
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• Conducting business with honesty and integrity in full compliance with all applicable laws (including sanctions). This includes actively pursuing the Company’s best interests at all times in the performance of your duties;

• At all times, behaving in a way that upholds the Company’s core values and the integrity and good reputation of the Company; This includes not engaging in conduct whether during or after work hours, that could reasonably be perceived to cause damage or potential damage to the Company’s property or reputation;
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• Exercising care to only conduct business with lawful parties;

• Treating all company stakeholders (including clients) with fairness, courtesy and respect and to act honestly and fairly in company dealings.

• Reporting all situations where staff believe there is or may be a breach of the Code or Code Policies • Complying with all reasonable and lawful instructions given by, or on behalf of, the Company; Remember - no one has authority to ask any staff member to violate our policies, standards or values;

• Discuss any potential or actual breach under investigation with other persons, unless this has been cleared with the Management or Investigation Team.

• Engage in any employment or providing any services to any person or entity (particularly a supplier or competitor of the Company) other than the Company, except with the Company’s prior written consent;

Staff must not
• Make statements to the media about the Company’s business, unless expressly authorized to do so by theCompany (requests for media statements should be referred to members of the Management Teamwww.diginex.com/#about-us ).

• Make statements about the Company on social media, or any other public platform, that may reasonably harm the Company or its client’s reputation;
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• Remove, sell, lend, borrow or dispose of assets without authorization;
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4.3 CONFLICT OF INTEREST
‍‍Avoids conflicts, or the appearance of a conflict, between your personal interests and the company’s interest. Act with integrity to recognize and avoid conflicts of interest that can interfere with your ability to make objective business decisions, especially when personal relationships, outside employment or investments are involved. Conflicts of interest may arise when you

• Engage in activities that compete, or appear to compete, with our company’s interests.

• Let your business decisions be, or appear to be, influenced by personal or family interests or friendships. • Use company business opportunity, property, information or resources for personal benefit or the benefit of others.

• Hire, supervise or have a direct or indirect line of reporting to a family member, romantic partner or close friend, or have the ability to influence that person’s employment opportunities or compensation.

If staff believe there is an actual or potential conflict of interest:
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• Ensure it is promptly disclosed to a member of the Management Team or to Human Resources. This allows the company to advise you on how to best avoid the conflict and what action you need to take, if any.

• Remember - having a conflict of interest is typically not a Code violation but failing to disclose is.
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4.4. HUMAN AND LABOR RIGHTS
We are committed to respecting human rights in our operations, our supply chain and in the communities where we operate. We seek to avoid any negative human rights impact and we use our influence to promote respect for human rights by:
• Providing fair and equitable wages, benefits ,and other conditions of employment in accordance with local laws.

• Staff are not required to work more than the regular and overtime hours allowed by the law of the country where they are employed. All overtime work is on a voluntary basis.

• Recognizing the right to freedom of association and collective bargaining; • Eliminating all forms of child labor (age of 15 or under the minimum age for work or mandatory schooling as specified by the local law, whichever is higher).

• Eliminating all forms of forced labor and human trafficking including:
- Ensuring all work is conducted on the basis of freely agreed and documented terms of employment.
- Ensuring no worker pays for a job in line with the ILO’s General principles and operational guidelines for fair recruitment.

• Providing fair and equitable wages, benefits ,and other conditions of employment in accordance with local laws.

• Ensuring a workplace free of discrimination and harassment including:- All employment decisions regarding employees and applicants must be based on job-related factors, without regard to race, color, age, sex or gender, sexual orientation, gender identity, gender expression, transgender status, religion, creed, national origin, ethnicity, citizenship, ancestry, disability, genetic information, pregnancy, marital or familial status, or any other protected category under applicable law. Basing employment decisions on any of these personal characteristics is against our policies and is illegal under the laws of many countries.
- Fostering a workplace that allows for differing viewpoints and which allow us to be more creative in the products and processes we develop. We realize that the world we serve is diverse in its social customs and cultural traditions, and we respect and embrace those differences.

• If you suspect a human rights abuse within our business or in our relationships with our business partners, report it to the management team or human resources.

Staff must not:
• Discriminate or treat staff or job applicants unfairly in matters that involve recruiting, hiring, training, promoting, compensation, or any other term or condition of employment.

• Engage in workplace harassment, which includes unwelcome verbal, visual, physical or other conduct of any kind that causes others to feel uncomfortable or creates an intimidating, offensive or hostile work environment. This includes sexual harassment including (but not limited to): sexual advances, sexually oriented jokes, pictures, texts or email messages, explicit or degrading comments about appearance, display of sexually suggestive pictures or pornography.

4.5. KEEPING THE WORK ENVIRONMENT SAFE AND HEALTHY
We believe in making the safety and health of everyone who works with us a top priority. Keeping the work environment safe and healthy means we:‍
• Regularly review and comply with all applicable local health and safety legislation;
• Find proactive ways to keep colleagues, customers and visitors safe, including taking action to correct unsafe conditions or notify others who can;
• Report all accidents, injuries, illnesses, violent behavior and threats;
• Work in a safe and compliant manner, and observe all workplace health and safety rules and responsibilities;
• Arrive for work free from the influence of any substance that could impair performance or create an unsafe working environment;
• Have a zero-tolerance policy for violence, bullying, harassment, threats and intimidation (note: please read in coordination with the section on human and labor rights and our anti bullying and harassment policy);
• Follow all security procedures, including those involving access restrictions, employee badges, keys and passwords.

Staff must not:

• Look the other way in potentially unsafe conditions or assume someone else will report it.

4.6 LAND RIGHTS OF COMMUNITIES, INCLUDING INDIGENOUS PEOPLES

• The rights and title to property and land of the individual, indigenous people and local communities are respected. All negotiations regarding property or land, including the use of and transfers of it, adhere tot he principles of free, prior and informed consent, contract transparency and disclosure.

4.7 ENVIRONMENT
We believe business should be conducted in a way which embraces sustainability and reduces environmental impact. In line with this vision we:
• Strive to be environmentally responsible by adopting good environmental practices for offices, equipment and consumption of resources.
• Follow applicable laws and regulations related to the environment. We strive to follow best practices and minimize our environmental impact in ways that are relevant to our business and important to the communities we serve.

4.8 ANTI-BRIBERY AND CORRUPTION
Diginex takes a zero-tolerance approach to bribery and is committed to complying with all applicable antibribery laws. In accordance with this standard, staff must:
• Always make clear, internally and when dealing with third parties, that the company has a zero tolerance approach to bribery and corruption and will not (directly or indirectly) offer, pay, seek or accept a payment, gift or favor to improperly influence a business outcome.

Staff must not directly or indirectly:
• Offer or give bribes to any public official or third party, which are, or give the impression that they are, intended to influence decisions by any person about the company
• Request or receive bribes from any third party, which are, or give the impression that they may be, intended to influence decisions the company about that third party
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4.9. VENDOR/PROCUREMENT POLICY
We must work with our vendors to cultivate responsible business practices, respect for human and labor rights, safe and healthy working conditions, and to promote responsible environmental practices beyond our own four walls (see Diginex Procurement Policy).

We expect our vendors to at minimum:
• Recognize the right to freedom of association and collective bargaining;
• Eliminate all forms of child labor, including the worst forms of child labor;
• Eliminate all forms of forced labor and human trafficking;
• Ensure the effective elimination of discrimination and harassment in respect of employment and occupation;
• Comply with laws that promote the long-term health safety and wellness of all employees;
• Conduct business in a manner that is sustainable and minimizes environmental impact where possible;
• Provide grievance mechanism for employees and adequate remedy in case of harms caused by the business and to otherwise prevent or mitigate harms to people and the environment in the conduct of their business;
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5. Other Policies
Staff should read this Code in conjunction with other relevant Company policies, including:
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• Whistleblowing Policy;
• Non-discrimination and Policy on Harassment and Bullying; and
• Procurement Policy