Ethics & Compliance Policy

This Ethics & Compliance Policy (the "Policy") sets out the standards of conduct expected of everyone at Omniagentics Limited ("Omniagentics", "we", "us"), including directors, officers, employees, contractors, and anyone acting on our behalf (collectively, "Personnel"). It also describes how any individual may confidentially report suspected bribery, fraud, abuse, or other misconduct.

Omniagentics Limited is a company registered in England and Wales, with its registered office at 66 Paul St, London EC2A 4NA, United Kingdom. Questions about this Policy may be directed to compliance@omniagentics.net.

This Policy is issued under the authority of the Board of Directors and applies to all Personnel. It complements, and does not replace, our Terms and Conditions, Privacy Policy, and any applicable contractual or statutory obligations.

1. Purpose & Scope

Omniagentics is committed to conducting business honestly, ethically, and in compliance with all applicable laws and regulations wherever we operate. This Policy exists to:

• Set clear expectations for ethical conduct and integrity;
• Prohibit bribery, corruption, fraud, and abuse in all forms;
• Provide a safe, confidential mechanism for reporting suspected misconduct; and
• Protect those who report in good faith from retaliation.

It applies to all Personnel and to third parties acting on our behalf, including Partners, suppliers, and advisers. Where local law imposes stricter requirements than this Policy, the stricter standard applies.

2. Core Principles

• Integrity. We act honestly and transparently in all dealings, internal and external.
• Lawful conduct. We comply with the letter and spirit of all applicable laws, including the UK Bribery Act 2010 and equivalent anti-corruption laws in every jurisdiction where we operate.
• Accountability. Each individual is responsible for their own conduct and for raising concerns about the conduct of others.
• Respect. We treat colleagues, customers, Partners, and the public with dignity and fairness.
• Zero tolerance. Omniagentics has a zero-tolerance approach to bribery, corruption, fraud, and abuse.

3. Anti-Bribery & Anti-Corruption

In line with the UK Bribery Act 2010, no Personnel may, directly or indirectly, offer, promise, give, request, accept, or authorise any bribe — whether financial or otherwise — to obtain or retain business or any improper advantage. Specifically:

• No bribes. Never offer or accept anything of value — cash, gifts, hospitality, favours, or anything else — intended to influence a business decision improperly.
• No facilitation payments. Small "facilitation" payments to speed up routine government action are prohibited, even if tolerated locally.
• Gifts & hospitality. Modest, transparent gifts and hospitality are permitted only where they are reasonable, proportionate, properly recorded, and could not reasonably be seen as a bribe. Anything beyond modest thresholds must be disclosed to and approved by the Compliance Officer in advance.
• Third parties. We are responsible for the conduct of those who act on our behalf. Partners, agents, and suppliers must be selected with due diligence and must agree to equivalent anti-bribery standards. No payment may be routed through a third party to do something we could not do directly.
• Public officials. Extra caution applies when dealing with public officials. No payment, gift, or benefit may be offered to a public official to influence official action, and any legitimate interaction must follow the relevant approval and recording process.
• Political & charitable contributions. No political or charitable contribution may be made on behalf of Omniagentics without prior approval from the Board, and never as an indirect means of securing an improper advantage.

A breach of this section is a serious matter that may result in disciplinary action up to dismissal, termination of contracts, and referral to law-enforcement authorities.

4. Fraud, Theft & Financial Integrity

Personnel must not commit, assist, or turn a blind eye to fraud, theft, embezzlement, false accounting, or the misuse of company or third-party assets. Financial records must be accurate, complete, and prepared in accordance with applicable accounting standards and the law. No off-book or "slush" funds may be maintained, and no false or misleading entries may be made in any record or report.

5. Conflicts of Interest

Personnel must avoid situations where personal interests conflict, or appear to conflict, with the interests of Omniagentics. Any actual or potential conflict — including outside employment, financial interests, family relationships with suppliers or Partners, or any other circumstance that could influence objectivity — must be disclosed promptly to the Compliance Officer and managed transparently.

6. Fair Dealing, Respect & Anti-Abuse

We are committed to a workplace free of abuse, harassment, discrimination, and bullying. Personnel must treat each other, and everyone we deal with, with respect and dignity. Abuse of position, power, or information — including misuse of confidential data, insider advantages, or pressure on others to act unethically — is prohibited. We deal fairly with customers, Partners, suppliers, and competitors, and we do not take unfair advantage of anyone through manipulation, concealment, or abuse of privileged information.

7. Confidential Reporting (Whistleblowing) Mechanism

Omniagentics encourages all Personnel, and any third party, to raise concerns about suspected bribery, fraud, abuse, or other misconduct in the workplace. You do not need proof — a genuinely held, reasonable suspicion is enough. Reports may be made through any of the following confidential channels:

• Dedicated compliance email: compliance@omniagentics.net — monitored by the Compliance Officer and, where a conflict exists, by an independent director.
• Confidential online form: available at omniagentics.net/report-abuse, which allows anonymous submission of suspected misconduct.
• Postal report: in a sealed envelope marked "Strictly Confidential — Compliance Officer", addressed to Omniagentics Limited, 66 Paul St, London EC2A 4NA, United Kingdom.
• Direct to a director: where a report concerns the Compliance Officer or senior management, it may be raised directly with any member of the Board of Directors.

When you report, please provide as much detail as you safely can — what happened, who was involved, when, and any supporting information. You may report anonymously, though providing a contact channel helps us investigate thoroughly and provide feedback.

How reports are handled. Every report is taken seriously. The Compliance Officer (or an independent reviewer where appropriate) will acknowledge receipt, assess the concern, and arrange a proportionate, impartial investigation. Where misconduct is found, Omniagentics will take appropriate corrective action — which may include disciplinary measures, contract termination, recovery of losses, and referral to authorities. The outcome, to the extent permitted by confidentiality and law, will be communicated to the reporter.

8. Protection Against Retaliation

Omniagentics prohibits any retaliation, victimisation, harassment, or disadvantage against anyone who, in good faith, reports suspected misconduct, raises a concern, or participates in an investigation — whether or not the concern is ultimately substantiated. Retaliation is itself a serious breach of this Policy and will be treated as misconduct. Personnel who believe they have suffered retaliation should report it immediately through the channels in Section 7.

This protection aligns with the Public Interest Disclosure Act 1998 (UK whistleblowing law), which safeguards "qualifying disclosures" made in good faith. Nothing in this Policy is intended to discourage anyone from reporting matters to a regulator or law-enforcement body where they are entitled to do so.

9. Training & Awareness

All Personnel receive training on this Policy and on recognising and preventing bribery, fraud, and abuse:

• Onboarding. New joiners complete ethics and anti-bribery training as part of induction, and confirm in writing that they have read and understood this Policy.
• Annual refresher. All Personnel complete refresher training at least once a year, with additional targeted training for those in higher-risk roles (for example, finance, procurement, and Partner-facing teams).
• Management responsibility. Managers are responsible for promoting a culture of integrity within their teams, ensuring their reports understand this Policy, and modelling the conduct it requires.
• Records. The Compliance Officer maintains records of training completion and reviews effectiveness periodically.

Personnel who are unsure whether a particular action complies with this Policy should seek guidance from the Compliance Officer before acting.

10. Roles & Responsibilities

• Board of Directors — owns this Policy, sets the tone from the top, and oversees its effectiveness.
• Compliance Officer — administers the Policy, manages reports and investigations, delivers training, and reports periodically to the Board.
• Managers — embed the Policy in their teams and escalate concerns appropriately.
• All Personnel — comply with the Policy, complete required training, and raise concerns promptly.

11. Consequences of Breach

A breach of this Policy may result in disciplinary action up to and including dismissal, termination of contracts, recovery of any loss caused, and referral to law-enforcement or regulatory authorities. Bribery, fraud, and abuse are criminal offences; individuals may face personal criminal liability in addition to any internal consequences.

12. Review & Changes

This Policy is reviewed at least annually and updated as needed to reflect legal developments and the needs of the business. The current version and last-updated date appear at the foot of this page. Material changes will be communicated to Personnel.

13. Contact

For questions about this Policy, to seek guidance, or to report a concern, contact the Compliance Officer at compliance@omniagentics.net, or write to Omniagentics Limited, 66 Paul St, London EC2A 4NA, United Kingdom.