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Anti-Bribery and Corruption Policy

1. Purpose and Scope​

The purpose of this Anti-Bribery and Corruption Policy (the "Policy") is to establish the core principles governing the operations of Kulce Commodities S.A. ("Kulce" or the "Company") against all forms of bribery and corruption. Operating from Panama within the global blockchain sector, Kulce specializes in the tokenization of physical gold and the issuance of gold-backed digital assets, enforcing a strict zero-tolerance approach toward corporate misconduct.

This Policy applies universally to:

All Kulce personnel, including the Board of Directors, executive management, and employees.

All corporate branches, representative offices, and operational units under the Company's administration.

All external contractors, technology partners, custody providers, gold suppliers, and third-party outsourcing firms.

This document integrates seamlessly with Kulce’s Corporate Governance Framework, Code of Ethics, Internal Risk Management Policies, and all applicable international legal frameworks.

2. Definitions​

Corruption: The act of soliciting, offering, promising, giving, or accepting any unauthorized benefit, incentive, or bribe that distorts the objective and lawful execution of professional duties for direct or indirect personal or corporate gain.

Bribery: Any explicit or implied agreement involving the transfer of improper value to influence business outcomes, manipulate procurement, accelerate regulatory processes, or breach professional obligations.

High-Risk Channels: Within Kulce’s business model, corruption and bribery risks may manifest through specific activities, including:

Corporate Hospitality & Entertainment

Political & Charitable Donations

Business Gifts & Tokens of Appreciation

Facilitation or "Grease" Payments

Supply Chain & Third-Party Partnerships

3. Governance and Executive Accountability​

The Board of Directors holds ultimate authority over this Policy, including its formal approval, review cycles, and amendments.

Board & Disciplinary Governance: The Board oversees the preservation of ethical standards. Any documented breach of this Policy is escalated to the Disciplinary Committee, which is authorized to enforce strict organizational sanctions, up to immediate termination of employment.

Internal Audit & Risk Oversight: Regular independent internal audits are conducted across Kulce’s operational units, procurement channels, and technology partnerships. Audit findings, risk assessments, and compliance reports are submitted directly to the Audit Committee, which provides strategic reporting to the Board of Directors.

Departmental Management: Line managers across all business units (including Supply Chain, Tokenization, and Compliance teams) are responsible for implementing risk-mitigation measures and ensuring their teams and external partners adhere to these principles.

Individual Employee Responsibility: Every Kulce team member must execute their daily operations within their designated limits of authority and strictly comply with this Policy and all governing laws.

4. Core Prohibitions​

Kulce strictly prohibits the offering, giving, soliciting, or receiving of bribes under any circumstances, regardless of local custom or market pressure. The Company will immediately reject or terminate business relationships with any gold supplier, custody provider, institutional client, or technology vendor that attempts to influence business dealings through corrupt practices.

5. Sector-Specific Risk Areas & Mitigation​

Given Kulce’s unique operational model bridging physical precious metals (LBMA standards) with blockchain asset issuance, specific risk-based protections are deployed.

a) Business Gifts: Gifts generally serve as standard expressions of commercial courtesy. Kulce prohibits the acceptance or provision of any gifts unless they are purely symbolic, low-value promotional items directed at the corporate entity rather than an individual. No gift may be exchanged if it creates even the perception of a conflict of interest.

b) Political and Charitable Contributions: Kulce does not make financial contributions, provide resources, or offer corporate donations to political parties, campaigns, or government officials to secure licensing, regulatory approvals, or commercial advantages. All social impact or charitable donations must align with Kulce's corporate donation policies, undergo compliance pre-approval, and be transparently disclosed in annual reports.

c) Hospitality and Entertainment: Reasonable business hospitality may be extended to establish professional networks with suppliers, auditors, and legal consultants. Such hospitality must be reasonable, unconditional, transparently recorded, and never designed to improperly influence a business decision or compromise professional objectivity.

d) Commodity Supply Chain and Third-Party Relations: Kulce sources physical gold from international suppliers and utilizes international secure vaulting infrastructure.

Strict Supply Chain Due Diligence is mandatory prior to onboarding any supplier or vaulting partner.

All agreements must contain explicit anti-bribery and compliance clauses requiring third-party workforces to respect Kulce's ethical standards.

Kulce will not engage with any entity or business partner appearing on international sanctions watchlists (including OFAC, UN, EU) or possessing negative integrity metrics.

Compliance verification is conducted to ensure all payments to suppliers correspond directly to legitimate, legally documented precious metal transactions and enventry management.

e) Facilitation Payments: Kulce strictly bans "facilitation" or "grease" payments. These are minor, unofficial payments made to public officials to guarantee, secure, or accelerate routine governmental procedures, custom clearances, or administrative documentation.

6. Financial Integrity and Recordkeeping​

To prevent the masking of improper payments, Kulce maintains complete transparency in its accounting systems. All asset tokenization processes, storage fees, and commercial transactions must be recorded accurately, reliably, and with full supporting documentation. Any falsification of corporate books, omission of details, or misrepresentation of asset flows is strictly prohibited.

7. Training and Institutional Awareness​

This Policy is uploaded to the Kulce corporate intranet for universal accessibility. To ensure that the zero-tolerance culture is fully adopted, regular and mandatory training cycles are provided to employees. Training modules focus heavily on:

Anti-Money Laundering and Counter-Terrorist Financing (AML/CFT)

Know Your Customer / Know Your Business (KYC/KYB) frameworks

Detection of financial fraud and market manipulation

International Sanctions Compliance and Supply Chain Risk

8. Whistleblowing and Incident Reporting​

Employees, contractors, and external stakeholders who witness, suspect, or detect actions contrary to this Policy are obligated to report the matter immediately to the Audit Board. Kulce processes all submissions with the highest standard of confidentiality. The identity of the reporter is protected, and investigative procedures are structured to ensure absolute discretion.

9. Protection Against Retaliation​

Kulce guarantees full corporate protection to any employee who refuses to participate in bribery or corruption, or who reports a potential compliance breach in good faith. No employee will face demotion, penalty, discrimination, or adverse professional consequences for upholding this Policy.

Violations of this Anti-Bribery and Corruption Policy constitute severe professional misconduct. Following an investigation by the Audit Board, confirmed breaches will result in immediate disciplinary action, up to the termination of employment or commercial contracts. Furthermore, since corruption breaches local and international penal codes, Kulce will actively cooperate with global law enforcement authorities, exposing the violating parties to potential civil and criminal prosecution.