Supplier Code of Conduct

1. PURPOSE AND SCOPE OF THE CODE OF CONDUCT

This Supplier Code of Conduct (hereinafter referred to as the “Code”) is a compilation of the standards, values and ethical principles that Multiverse Computing Group (hereinafter, “Multiverse”, the “Company” or “we”) expects from all those companies that we work with. In essence, this Code is a tool that Multiverse provides to all suppliers that interact with Multiverse for the purpose of:

• Facilitating the knowledge and application of Multiverse’s corporate culture, which is based on respect for Human Rights and the appreciation of diversity.
• Implementing the principle of due diligence in order to prevent, detect, and eliminate any irregular conduct, regardless of its nature.
• Preventing the commission of crimes of a criminal nature or regulatory non-compliance, addressing the principle of criminal liability of legal entities, based on the various regulations. We expect all suppliers to act in full compliance with the laws and regulations of the markets in which they operate, and to uphold the rights and wellbeing of the people who contribute to their business.

Who is the Code Intended For?

The Code of Conduct is mandatory for all companies and individuals within Multiverse’s supply chain, including their current and former employees, directors, officers, administrators, and executives (hereinafter, the “Suppliers”). This obligation remains in effect for as long as they interact, collaborate, or maintain any business or commercial relationship with Multiverse.

Multiverse expects from Suppliers to:

• Follow the Code: Understand and comply with the provisions and ethical principles outlined in this Code.
• Speak up: Report, through the designated channels, including the Whistleblowing Channel, any violations of which they become aware.
• Use good judgement and ask questions: Apply Multiverse’s principles of business conduct and review our policies and legal requirements, questioning the ulterior motives and potential consequences of each decision taken by Multiverse or that may affect it.
• Cooperate in investigations: Cooperate in any internal or external investigation that may be initiated regarding activities conducted by individuals related to Multiverse or that may affect Multiverse.

What is and What is Not the Code of Conduct?

The Code of Conduct is not a substitute for legal regulations or obligations undertaken through contracts or collective agreements. Nor is it a document intended to cover all possible situations and circumstances that Suppliers may encounter. In other words, it is not an exhaustive manual of procedures or processes to follow when resolving incidents that may occur in the daily activities of the Company. Instead, the Code is intended to promote awareness of a standard of conduct that all individuals must observe in their interactions with Multiverse.

2. CORE VALUES AND PRINCIPLES OF MULTIVERSE

Founded in 2019, Multiverse recognized quantum technology's potential to revolutionize AI and optimization solutions.

• Why is ethics important for quantum?

We believe that ethics must be central to the development of any new technology and, in particular, in quantum computing. Multiverse aims to be the ethical flagship in the quantum ecosystem.

• What is Multiverse doing about it?

We founded the Multiverse Ethics Committee to shape Multiverse’s vision and culture, creating an ethics-driven environment where we promote diversity, inclusion, well-being, and sustainability.

At Multiverse, we are dedicated to fostering an inclusive and respectful work environment where diversity is celebrated and valued. Our workforce is enriched by the variety of cultures, backgrounds, experiences, and identities that each team member brings. We believe that embracing diversity leads to stronger innovation and more creative solutions, and we actively promote an atmosphere of understanding, acceptance, and collaboration among colleagues of all races, ethnicities, religions, and national origins.

We are also deeply committed to inclusion. This means ensuring that every individual, regardless of gender, race, sexual orientation, or background, feels welcomed and empowered. We champion feminism as a core principle, striving for gender equality and equal opportunities for all employees. We work to dismantle biases and barriers that limit the potential of women, specifically in STEM (Science, Technology, Engineering, and Mathematics) and underrepresented groups, creating a fair and equitable environment where everyone has a voice and can thrive.

Furthermore, as an LGTBI+ friendly company, we are committed to ensuring that all employees, regardless of their sexual orientation or gender identity, are treated with dignity and respect. Discrimination, harassment, or any behaviour that goes against these values of inclusion and equality is strictly prohibited. Our support systems and open dialogue foster a safe and respectful workplace for everyone, ensuring that all employees feel seen, valued, and heard.

We also prioritize well-being as a key value, ensuring that all employees are supported in their physical, mental, and emotional health. We believe that well-being is crucial for long-term success, and we promote a work-life balance that enables everyone to perform at their best while maintaining a healthy and fulfilling life outside of work.

Finally, sustainability is at the heart of our values. We are committed to responsible and ethical practices that support both environmental and social well-being. This includes reducing our environmental footprint, promoting sustainable resource use, and supporting initiatives that contribute to the health of the planet. We believe that creating a sustainable future involves protecting natural resources and ensuring that our actions today do not harm future generations.

By embedding diversity, inclusion, well-being, and sustainability into our core values, Multiverse strives to build an environment where innovation thrives, where ethical behaviour is central to everything we do, and where everyone has the opportunity to contribute to and benefit from shared success.

Our commitment to these values ensures that we not only create a thriving workplace but also make a positive impact on the world around us. Consequently, we expect our suppliers to uphold these same principles.

3. PRINCIPLES AND VALUES OF BUSINESS CONDUCT

• Compliance with applicable Laws, Regulations and Professional Standards

This Code is crafted to complement and operate in harmony with the international and domestic laws and regulations of the jurisdictions where Multiverse operates. Both Multiverse and the Suppliers shall ensure the highest standards of legal and ethical conduct across our relationships, including the alignment with recognized industry standards and practices.

• Ethical Integrity and Objectivity in Business Practices

Honesty, integrity, loyalty, and personal responsibility form the foundation upon which the business activities of Multiverse are based. We ask our suppliers to accurately disclose any relevant information regarding their business activities, structure, financial situation and performance which may affect their contractual relationship with Multiverse, in accordance with applicable laws, regulations and industry practices.

In this context:

• Multiverse maintains an internal protocols to assess conflict of interesets, and Suppliers are encouraged to inform their contact person in Multiverse or the Responsible for the Internal Information System through the Whistleblowing Channel of Multiverse, in the event of a potential Conflict of Interest.
• Multiverse is committed to respect free competition by avoiding any agreements or actions that could restrict an open and fair competition, such as price-fixing, market sharing or spreading misleading information that may be harmful to a competitor. Therefore, we also expect Suppliers to refrain from engaging in any such practices.
  

• Anti-Corruption and Anti-Bribery Measures

Multiverse strictly prohibits any form of corruption or bribery, whether direct or indirect, involving public officials, private individuals, or other companies, both domestic and foreign.

In accordance with international regulations on this matter, Suppliers are strictly prohibited from offering, promising, authorising, or accepting bribes, facilitation payments, or any other improper benefits, whether directly or indirectly, through third parties.

In any case, all interactions with professionals and organizations, businesses, buyers, distributors, suppliers, business partners, officials, from any industry, both domestic and foreign, and any third parties in general, must be governed by legality and ethics.

• Measures Against Money Laundering and Terrorism Financing

Money laundering is the process of concealing the origins of illegally obtained funds by making them appear legitimate. It involves a series of financial transactions or activities aimed at disguising the illicit source of money to integrate it into the legitimate financial system.

Terrorism financing refers to the act of providing financial support, whether directly or indirectly, to individuals or groups that engage in terrorist activities. This includes any resources used to carry out acts of terrorism, support terrorist organizations, or promote terrorism.

Multiverse is committed to ensure that the Company is not used to conceal the origin of illicitly obtained profits or is involved, directly or indirectly, in activities related to the financing of terrorism. To achieve this, internal controls are implemented to prevent such conduct.

We require Suppliers to be informed and comply with all relevant regulations in applicable to them in connection with Anti-Corruption and Anti-Bribery laws, including but not limited to, those issued by the Financial Action Task Force (FATF), the European Union, and other relevant authorities.

Suppliers should implement appropriate and effective policies, procedures and controls to prevent their operations from being used to facilitate illicit financial activities. Suppliers should conduct appropriate third-party due diligence procedures and promptly report any suspicious activities or transactions, as required by applicable law, notifying Multiverse of any incident that may impact their compliance with Anti-Money Laundering and Terrorist Financing obligations.

• International Sanctions and Export Control

Neither the Supplier, nor any of its directors, officers, or, to its knowledge, beneficial owners or affiliates, is a person that is listed on, or is owned or controlled by a person listed on, any applicable list of sanctioned persons or entities, including without limitation those maintained by the European Union, the U.S. Department of the Treasury (OFAC), the United Nations Security Council, or the UK Office of Financial Sanctions Implementation (OFSI).

The Supplier does not conduct, and undertakes not to conduct, business in or with any country, territory, entity, or person in violation of applicable international sanctions or export control regulations.

• Respect for Privacy and Data Protection

In the course of its business activities, Multiverse may access private and/or personal data belonging to Suppliers. Consequently, the Company places a high priority on protecting such data and complies with all applicable laws and regulations. This includes conducting necessary training and awareness initiatives to communicate these obligations to the staff and implementing the necessary security measures.

Likewise, Suppliers shall implement appropriate technical and organisational measures to protect the confidentiality, integrity and availability of the information obtained from their relationship with Multiverse, as well as to comply and implement the applicable legislation.

The protection and responsible management of both internal and external information is crucial to Multiverse and Suppliers’ success and integrity. Suppliers have a duty to handle confidential information with care, ensuring that it is used appropriately and safeguarded against unauthorized access, disclosure, or misuse.

In any event, the Supplier shall comply with Regulation (EU) 2016/679 (General Data Protection Regulation, “GDPR”) and, where applicable, all relevant national implementing legislation and/or equivalent data protection regimes in its jurisdiction(s) of operation (including, where applicable, the UK GDPR, or other equivalent frameworks). Where legally required, the Supplier has appointed a Data Protection Officer (DPO), or an equivalent responsible function, whose contact details shall be made available to Multiverse upon request.

• Commitment to Human Rights and Labour Conditions

Multiverse maintains a strong commitment to the protection and respect of Human Rights.

Multiverse expects Suppliers to respect the human rights of their own employees, suppliers and customers. This includes treating all workers with dignity and respect, in line with the principles set out by the International Labour Organization, the Universal Declaration of Human Rights, and all applicable laws.

We ask our Suppliers to promote an inclusive and fair working environment based on a respect for diversity and equal opportunity. Therefore, Suppliers must have processes in place to ensure that their operations do not involve forced or child labour, and adopt immediate and effective measures to eradicate it, if detected.

Suppliers are also expected to incorporate good governance, compliance, and human rights standards, and to strictly prohibit sexual exploitation by adopting adequate measures to prevent and eradicate it.

• Environmental Responsibility

Multiverse recognizes the importance of environmental sustainability and aims to reduce its ecological footprint through efficient practices. This includes promoting digital solutions to minimize resource use and encouraging eco-friendly behaviours among employees. By being mindful of its environmental impact, Multiverse seeks to contribute positively to a sustainable future.

Suppliers shall ensure and demonstrate knowledge of and compliance with applicable legislation on environmental aspects and are encouraged to adopt a precautionary approach to environmental challenges.

Likewise, Multiverse encourages Suppliers are encouraged to have adequate processes in place to ensure that their operations and activities address the material environmental impacts that may be generated, in fields such as emissions, energy consumption or waste management.

• Intellectual Property Protection

The intellectual property of Multiverse includes methods, databases, materials, knowledge (know-how), programs, procedures, trademarks, domain names, patents, discoveries, designs, copyrights, strategic plans, and trade secrets, among others, regardless of whether they are registered in the corresponding registries or even if they are not registrable as such.

In this regard, and as basic principles in this matter, it is necessary for Suppliers to be aware of their obligation to protect the intellectual property of Multiverse, as well as their duty to respect that of others. Therefore, they shall exercise special care and commitment to the protection of these rights, both their own and those of others.

• Artificial Intelligence Systems

In the event that the Supplier develops, deploys, imports, distributes, or otherwise uses artificial intelligence systems in connection with the business relationship with Multiverse, the Supplier acknowledges its compliance with all applicable regulations governing such systems, including, where applicable, Regulation (EU) 2024/1689 (the Artificial Intelligence Act), and undertakes to comply with the obligations applicable to it as a provider, deployer, importer, or distributor thereunder, as the case may be.

The Supplier represents that it does not employ, in connection with the business relationship, any artificial intelligence system or practice classified as posing an “unacceptable risk”, or otherwise prohibited, under the Artificial Intelligence Act or equivalent applicable legislation.

Where the Supplier employs artificial intelligence systems classified as “high-risk” under applicable law, it represents that it applies appropriate risk-management, transparency, humanoversight, documentation, and record-keeping measures, as required thereunder.

The Supplier complies with applicable transparency and accountability obligations concerning artificial-intelligence-generated content and automated decision-making, including, where applicable, article 22 of the GDPR and any other applicable legal or regulatory framework governing algorithmic accountability.

• Tax Compliance

The Supplier is, to its knowledge, in compliance with its tax obligations in each jurisdiction in which it operates, and is not, as of the date hereof, subject to any material unresolved tax investigation, audit, or dispute, save as expressly disclosed in writing to the Requesting Party.

The Supplier complies, where applicable, with the U.S. Foreign Account Tax Compliance Act (FATCA), the Common Reporting Standard (CRS), and any other applicable cross-border tax transparency or reporting regime.

The Supplier represents that it is not organized, structured, or operated for the purpose of tax evasion, and does not engage in artificial arrangements lacking economic substance for the purpose of tax avoidance.

• Corporate Standing, Litigation and General Regulatory Compliance

The Supplier is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation.

The Supplier holds, and complies with the terms and conditions of, all licenses, permits, authorizations, and registrations required under applicable law for the lawful conduct of its business activities.

The Supplier is not, as of the date of the commencement of its collaboration with Multiverse, subject to any insolvency, liquidation, judicial or out-of court restructuring, administration, or any analogous proceeding under applicable law, nor is any such proceeding, to its knowledge, threatened or imminent.

The Supplier is not, to its knowledge, party to any material litigation, arbitration, regulatory proceeding, or investigation that could reasonably be expected to affect its ability to perform its obligations in connection with the business relationship with Multiverse, save as expressly disclosed in writing.

The Supplier shall comply with applicable consumer-protection legislation and, where applicable, with corporate sustainability reporting obligations (including, where applicable, the Corporate Sustainability Reporting Directive, “CSRD”) and other environmental, social, and governance (ESG) disclosure requirements to which it may be subject.

4. SUBCONTRACTORS AND SUPPLY CHAIN

The Supplier shall ensure that its suppliers and subcontractors involved in providing goods or services to Multiverse (“Subcontractors”) comply with standards equivalent to those set out in this Code of Conduct.

To this end, the Supplier shall:

a) communicate this Code of Conduct to its Subcontractors and bind them to equivalent requirements through written contractual commitments;

b) carry out risk-proportionate due diligence on Subcontractors before engaging them and during the relationship;

c) promptly take corrective measures, including terminating the relationship where necessary, and inform Multiverse of any material breach identified in its supply chain; and

e) upon request, provide Multiverse with the identity of its Subcontractors.

The Supplier remains fully responsible towards Multiverse for any act or omission of its Subcontractors that breaches this Code of Conduct.

5. REPORTING CHANNELS

The Company has a Whistleblowing Channel through which it can receive communications related to this Code, including doubts, inquiries and possible violations, in a confidential manner and, if desired, anonymously.

The Whistleblowing Channel is available on the Multiverse’s website. Through this channel, communications can be made in (i) written form, (ii) verbally, via audio or voice files, or (iii) both.

In any case, the confidentiality of the identity of the reporting person and any Third Party mentioned in the communication, as well as the actions taken during the management and processing of the information, shall be guaranteed. All of this is in accordance with Multiverse’s Whistleblowing Channel Management Procedure Manual.

Multiverse shall never threaten or take retaliatory action against individuals who submit any report or information through the Whistleblowing Channel. This guarantee does not extend to those who act in bad faith or with the intent to spread false information or harm individuals within the Company. Multiverse shall take appropriate legal or disciplinary action against such illicit behaviour.

6. NON-COMPLIANCE WITH THE CODE OF CONDUCT

Suppliers who are aware of a possible violation shall report it through the Whistleblowing Channel or through any other means that allows for the proper receipt of the communication.Additionally, Suppliers have a duty to cooperate in the investigations carried out regarding these possible violations.

Multiverse, or a third party appointed by it, shall have the right to audit the Supplier’s compliance with this Code of Conduct, upon reasonable prior notice and during normal business hours, when there are indications of a serious violation of this Code. For this purpose, the Supplier shall provide access to the relevant information, documentation, facilities and personnel, subject to applicable confidentiality and data protection obligations. Where an audit identifies non-compliance, the Supplier shall promptly implement a corrective action plan, agreed with Multiverse, within the timeframe established by it.

If the breach of the Code of Conduct entitles the Company to take disciplinary action in accordance with applicable labour regulations, Multiverse will initiate the necessary procedures through the Human Resources Department to implement such actions.

When a violation that is prosecutable by law is confirmed, Multiverse will notify the competent authorities, and if the violation has been committed by Suppliers, actions will be taken in accordance with their respective contracts, which may include termination of the relationship.

In the most serious cases where there are indications of criminal conduct, the relevant governing body of the Company will be competent to impose disciplinary sanctions for violations of the Code of Conduct.

7. REVIEW AND UPTADE OF THE CODE

The Code is a living document that shall be periodically reviewed to determine whether it needs to be updated due to legislative changes, variations in Multiverse’s internal regulations, identification of new risks, changes in the business or corporate environment, or other circumstances that may require such an update.