Governance Ethics and ESG Manual

Purpose

This manual establishes Bitkaya’s commitment to integrating Environmental, Social, and Governance (ESG) principles into its operations, decision-making processes, and stakeholder engagements. It serves as a guiding framework for implementing ESG strategies, monitoring performance, and ensuring continuous improvement. By embedding ESG considerations into its business model, Bitkaya seeks to promote responsible innovation in the digital asset sector while contributing to long-term sustainable development in Curaçao and beyond.

Scope

This policy covers Board and management oversight, environmental impacts, employee wellbeing and inclusion, human rights, community engagement, ethical conduct, anti-bribery, data protection, cybersecurity, ESG risk integration, products and investments, stakeholder engagement, reporting and proportionality.

ESG Governance Structure

To ensure accountability and effective implementation, Bitkaya has established the following governance framework:

• Board of Directors — Provides oversight and approves ESG strategies, policies, and key initiatives. Ensures ESG matters are aligned with the company’s strategic objectives.
• ESG Committee — Composed of cross-functional leaders from compliance, finance, operations, and HR. Responsible for ESG implementation, monitoring progress, and reporting outcomes. Meets quarterly to review ESG KPIs, risks, and stakeholder concerns.
• Compliance & Risk Function — Ensures ESG principles are embedded into risk management and regulatory compliance processes. Monitors adherence to anti-corruption, AML/CFT, and ethical standards.

Roles

• The Board approves ESG strategy, policies and material initiatives and reviews performance and material ESG risks.
• The ESG Committee coordinates implementation, meets quarterly and reports KPIs, risks, incidents and stakeholder concerns.
• Compliance owns this policy, integrates ESG into compliance and risk management and monitors ethical, anti-bribery and legal requirements.
• Operations, Finance, Human Resources and Technology provide data, implement assigned actions and preserve evidence.
• All employees follow the Code of Ethics, raise concerns and support responsible use of resources.

Environmental Responsibility

Bitkaya B.V. recognizes that long-term business success in the digital asset industry must go hand in hand with environmental stewardship and social responsibility. As part of its commitment to sustainable operations and ethical practices, the company integrates environmental and social considerations into daily decision-making, operational processes, and stakeholder engagement.

Our approach is twofold:

• Environmental Responsibility: Minimizing the ecological footprint of our operations by managing energy consumption, transitioning to renewable energy where feasible, reducing waste, and adopting sustainable procurement practices. By doing so, we not only comply with regulatory standards but also contribute to global efforts to address climate change and resource conservation.
• Social Responsibility: Fostering a workplace that is inclusive, safe, and supportive of professional and personal growth, while extending our impact beyond the company through community initiatives, financial literacy programs, and respect for human rights.

Through these commitments, Bitkaya aims to align its operations with international ESG best practices, strengthen trust with stakeholders, and play an active role in advancing sustainable development within Curaçao and the broader global financial ecosystem.

Energy and Emissions

• Monitor and reduce energy consumption across operations, including IT infrastructure.
• Transition to renewable energy sources where feasible, such as renewable-powered hosting and cloud services.
• Measure and report greenhouse gas (GHG) emissions annually.
• Encourage remote work practices to reduce commuting-related emissions.

Resource Management

• Implement waste reduction and recycling programs within offices.
• Promote sustainable procurement practices by selecting vendors with strong ESG credentials.
• Encourage digital documentation and e-signatures to minimize paper use.
• Reduce e-waste through responsible disposal and hardware lifecycle management.

Social Responsibility

At Bitkaya B.V., social responsibility is central to how we operate and grow as an organization. We believe that our success is directly linked to the well-being of our employees, the strength of our communities, and our ability to uphold ethical standards in all business relationships. By fostering an inclusive workplace, investing in personal and professional development, and engaging in meaningful community initiatives, Bitkaya contributes to a more resilient and equitable society.

Our approach focuses on two key areas: employee well-being, ensuring our workforce thrives in a safe and supportive environment, and community engagement, where we actively contribute to the development and prosperity of the communities in which we operate.

Employee Well-being

• Foster a diverse, inclusive, and equitable workplace with zero tolerance for discrimination.
• Provide regular training, skills development, and career growth opportunities.
• Ensure a safe and healthy working environment, in compliance with occupational health regulations.
• Offer mental health and wellness support programs.

Community Engagement

• Support local community initiatives, educational programs, and financial literacy projects.
• Encourage employee volunteerism through structured volunteering days and partnerships.
• Respect human rights in all operations and business relationships, following international standards.

Governance Practices

Strong governance practices form the foundation of Bitkaya B.V.’s long-term sustainability and accountability. By embedding ethical standards, effective risk management, and ESG integration into daily operations, the company ensures that it not only complies with regulatory requirements but also upholds the trust of stakeholders and the wider community.

Our governance approach emphasizes three key pillars:

• Ethical Conduct — Upholding integrity, transparency, and accountability across all business activities. We refer to our code of ethics documented in the employee handbook.
• Risk Management — Proactively identifying and addressing risks to safeguard the organization and its stakeholders. We refer to our Risk Management Framework Manual where this is documented.
• ESG Integration — Embedding sustainability considerations into investment decisions, product development, and operational strategies.

Together, these elements guide Bitkaya in building a responsible, resilient, and future-focused organization.

Ethical Conduct

• Adhere to a strict Code of Ethics and Conduct, covering integrity, accountability, and respect.
• Enforce anti-corruption and anti-bribery policies with mandatory staff training.
• Maintain transparent financial and operational reporting aligned with international standards.
• Enforce data privacy and cybersecurity standards to protect customer assets and information.

Risk Management

• Identify and assess ESG-related risks regularly (e.g., environmental impacts, reputational risks, regulatory changes).
• Integrate ESG considerations into the overall enterprise risk management framework.
• Ensure compliance with AML/CFT regulations, data protection laws, and other applicable legislation.
• Establish incident reporting, escalation, and remediation protocols.

ESG Integration into Business Operations

• Incorporate ESG criteria into investment, product development, and business decisions.
• Engage stakeholders, including customers, regulators, employees, and partners, in ESG discussions and initiatives.
• Disclose ESG performance through an annual sustainability statement aligned with recognized frameworks (e.g., GRI, SASB).
• Encourage innovation in digital assets and blockchain applications that support sustainable finance and inclusion.

Proportionality Implementation

Purpose and Rationale

Bitkaya applies the principle of proportionality across its Governance, Ethics, and ESG framework to ensure that all governance, sustainability, and ethical practices are commensurate with the company’s size, nature, complexity, and risk profile.

This approach aligns with supervisory expectations under the Central Bank of Curaçao and Sint Maarten (CBCS), the National Ordinance on the Supervision of Virtual Asset Service Providers (NOSVASP), and international ESG best practices.

As a small and startup-stage Virtual Asset Service Provider (VASP), Bitkaya’s proportionality approach focuses on practicality, efficiency, and scalability—ensuring that ESG and governance requirements are met effectively without imposing unnecessary administrative burdens. As the company expands, its frameworks will mature proportionately to reflect increased complexity and operational scope.

Guiding Principles

1. Risk-Based Application — ESG, governance, and ethical measures are prioritized according to their materiality and impact. Areas with higher exposure, such as data protection, governance integrity, or social equity, receive more structured oversight than lower-risk operational domains.
2. Scalability and Practicality — Controls, reporting mechanisms, and oversight structures are fit-for-purpose for a small organization. Processes rely on lean documentation, integrated roles, and digital tools, with clear pathways for future scalability as the organization grows.
3. Accountability and Transparency — Oversight responsibilities are defined to maintain transparency and ensure effective governance. The Compliance Officer and Management Board share responsibility for maintaining ethical, transparent, and sustainable practices.
4. Continuous Improvement — The proportionality framework is reviewed annually, or upon material changes, to ensure continued alignment with regulatory expectations, operational realities, and stakeholder needs.

Governance and Oversight

The implementation of proportionality within the ESG and Governance framework is overseen as follows:

• Management Board: Provides strategic oversight, ensures alignment between ESG goals and corporate objectives, and maintains a strong ethical tone at the top.
• Compliance Officer: Integrates proportionality into compliance and governance processes, oversees ethical and ESG reporting, and monitors adherence to internal and regulatory standards.
• ESG Committee: In Bitkaya’s early stage, ESG responsibilities are combined within existing compliance and operations roles. As the company expands, a dedicated ESG function will be formalized to manage sustainability reporting and stakeholder engagement.

This structure maintains effective control and accountability while remaining proportionate to Bitkaya’s current operational scale.

Application of Proportionality Across ESG Domains

Domain	Proportional Approach for a Small VASP
Environmental Responsibility	Focus on energy-efficient digital infrastructure and remote work policies. Formal environmental metrics and carbon tracking introduced as scale and data capacity grow.
Social Responsibility	Prioritize employee well-being, inclusion, and community engagement. Broaden to structured CSR and impact programs as staffing and revenue expand.
Governance & Ethics	Maintain concise, principle-based governance policies. Introduce board committees, independent oversight, and ESG audits progressively as complexity increases.
Reporting & Disclosure	Include ESG summaries in annual governance statements. Transition to full sustainability reporting (aligned with GRI/SASB frameworks) as regulatory scope and operations expand.

Documentation, Review, and Continuous Alignment

All proportionality measures are documented, reviewed, and updated to ensure transparency and traceability. Records include ESG meeting notes, policy updates, training logs, and compliance reviews.

An annual proportionality assessment, led by the Compliance Officer, evaluates whether governance, ethics, and ESG measures remain appropriate to Bitkaya’s operational profile. Findings are reported to the Management Board for approval and implementation of any required enhancements.

Scalability and Continuous Improvement

Proportionality at Bitkaya is a dynamic concept; it evolves with the organization. Bitkaya commits to progressively strengthening its ESG governance through:

• Gradual enhancement of systems and reporting frameworks as complexity increases.
• Integration of ESG data tools and automation for monitoring and reporting.
• Benchmarking against international ESG standards and peer practices.
• Periodic independent assessments of ESG maturity and proportionality adequacy.

This adaptive approach ensures Bitkaya maintains ethical integrity, compliance, and sustainability as it scales responsibly.

Policy Requirements

• Maintain clear ESG accountability, objectives, metrics and a quarterly governance cycle.
• Monitor and reduce material energy use, emissions, waste and electronic waste, and favor sustainable procurement where feasible.
• Promote diversity, inclusion, equal opportunity, employee development, safe work, wellbeing and respect for human rights.
• Select and conduct community activities and partnerships consistently with Bitkaya’s values and risk appetite.
• Apply the Code of Ethics, anti-bribery controls, transparent reporting, privacy and cybersecurity requirements.
• Assess ESG risk within enterprise risk management and in material products, investments, suppliers and business decisions.
• Engage relevant stakeholders and address material concerns through accountable actions.
• Prepare an annual sustainability statement using recognized reporting concepts where proportionate.
• Review proportionality annually and after material growth, licensing, product, organizational or risk change.
• Retain governance, monitoring, decision, training, incident, reporting and review evidence.

Operating Layer

This policy is implemented through PRC-GRO-001 Governance Risk and Outsourcing and the linked PROC-ESG-* procedures and CTRL-ESG-* controls.

It is subordinate to POL-ECM-001 Enterprise Compliance Manual and operates with the RMF, ICA, Employee, ABC, IT and Regulatory Reporting frameworks.

Implementing Procedures and Controls

Procedures

• PROC-ESG-001 Govern ESG Strategy Committee and Accountability
• PROC-ESG-002 Monitor Energy Emissions and Environmental Resources
• PROC-ESG-003 Promote Employee Wellbeing Inclusion and Human Rights
• PROC-ESG-004 Manage Community Engagement and Responsible Partnerships
• PROC-ESG-005 Maintain Ethical Conduct and Governance Practices
• PROC-ESG-006 Integrate ESG Risk Into Products Operations and Decisions
• PROC-ESG-007 Report ESG Performance Review Proportionality and Improve

Controls

• CTRL-ESG-001 Ensure ESG Governance Strategy and Oversight Are Current
• CTRL-ESG-002 Ensure Environmental Metrics and Resource Actions Are Monitored
• CTRL-ESG-003 Ensure Employee Wellbeing Inclusion and Human Rights Are Supported
• CTRL-ESG-004 Ensure Community and Partnership Activities Are Responsible
• CTRL-ESG-005 Ensure Ethical Conduct and Governance Standards Operate
• CTRL-ESG-006 Ensure ESG Risk Is Integrated Into Material Decisions
• CTRL-ESG-007 Ensure ESG Reporting Proportionality and Improvement Are Current

Source Document

• Document title: Governance, Ethics & ESG Manual
• Version: 1.0
• Status in source document: FINAL
• Date shown in source document: October 2025
• Approver shown in change log: Board
• Exact BCMS approval and effective date: 2026-04-21, taken from the approved PDF metadata because the visible document states only October 2025
• Permanent approved artifact: Bitkaya Governance Ethics & ESG Manual v10 Approved.pdf
• Note: the manual is an internal policy artifact and is not registered as a regulatory source.

Assurance

• Design status: implemented from approved Governance, Ethics & ESG Manual version 1.0
• Operating assurance: pending system-derived assessment
• Evidence status: expected evidence is defined in the implementing controls
• Review cadence: annual and after material organizational, risk, product, regulatory or assurance change
• Overall status: implemented design; operating-effectiveness testing pending

History

• 2026-07-26: Aligned assurance wording with the system-derived Hermes/Odoo result model.
• 2026-07-26: Registered the approved ESG Manual and established its operating process, procedures and controls.
• 2026-07-28: Enriched policy body to 100% PDF coverage — every section and paragraph from the approved manual incorporated.