Schedule 11
Environmental, Social and Governance Policy
SPY Genesis Corp. (trading as “SpacePay”) is committed to conducting its business responsibly and sustainably. This Environmental, Social and Governance (“ESG”) Policy sets out the principles and commitments that guide the Company's operations, decision-making, and relationships with stakeholders. This Policy is approved by the Board of Directors and is subject to annual review.
1. Environmental Responsibility
1.1The Company recognises the environmental impact associated with blockchain technology and digital infrastructure. We are committed to minimising our environmental footprint through the following measures:
(a)Infrastructure Efficiency: The Company selects data centre and cloud infrastructure providers that demonstrate measurable commitments to energy efficiency and renewable energy utilisation. Where feasible, we prioritise providers that operate carbon-neutral or carbon-negative facilities.
(b)Blockchain Network Selection: The Company’s non-custodial settlement architecture is designed to be network-agnostic. Where commercially and technically viable, the Company supports and prioritises blockchain networks that employ energy-efficient consensus mechanisms, including proof-of-stake and equivalent low-energy protocols.
(c)Gasless Transactions: The Company’s implementation of gasless transaction infrastructure via EIP-7702 and account abstraction is designed, in part, to reduce unnecessary on-chain transaction overhead, contributing to lower aggregate network energy consumption.
(d)Operational Practices: The Company promotes remote and hybrid working arrangements, digital-first document management, and sustainable procurement practices to reduce direct operational emissions.
1.2The Company will establish measurable environmental targets and report on progress annually, beginning in the fiscal year following adoption of this Policy.
2. Social Responsibility
2.1Employee Welfare: The Company is committed to providing a safe, inclusive, and supportive working environment. We maintain fair compensation practices, promote equal opportunity, and prohibit discrimination, harassment, and bullying in all forms. All employees receive regular training on regulatory compliance, anti-money laundering, data protection, information security, and ethical conduct.
2.2Human Rights: The Company respects and upholds internationally recognised human rights as set out in the United Nations Universal Declaration of Human Rights and the International Labour Organisation's Declaration on Fundamental Principles and Rights at Work. The Company does not tolerate forced labour, child labour, or modern slavery in any part of its operations or supply chain.
2.3Responsible Gaming: As a payment infrastructure provider to the iGaming sector, the Company recognises the importance of responsible gambling. While the Company does not operate gambling platforms and does not have a direct relationship with end-user players, we support the responsible gaming ecosystem by: (a) requiring all Client operators to hold valid gambling licences as a condition of service; (b) maintaining transaction monitoring systems calibrated to detect patterns that may indicate problem gambling behaviour; (c) supporting operators' implementation of self-exclusion and cooling-off mechanisms; and (d) declining to provide services to operators that fail to demonstrate adequate responsible gambling measures.
2.4Community Engagement: The Company actively participates in industry associations, regulatory consultations, and working groups related to crypto-asset regulation, payment services, and iGaming compliance.
3. Governance
3.1Corporate Governance: The Company maintains a governance structure designed to ensure effective oversight, accountability, and transparency. The Board of Directors consists of Maxwell David Bunting (Director-President), Lorena del Carmen Díaz Moreira (Director-Secretary), and Pedro Luis Zapata Vega (Director-Treasurer). The Company has appointed a dedicated Money Laundering Reporting Officer (MLRO), Data Protection Officer (DPO), and Chief Information Security Officer (CISO), each with direct reporting lines to the Board.
3.2Anti-Corruption and Anti-Bribery: The Company applies a zero-tolerance policy towards corruption and bribery. This policy applies to all employees, directors, officers, contractors, agents, and third parties acting on behalf of the Company. No employee or representative of the Company shall offer, promise, give, solicit, or accept any bribe, facilitation payment, kickback, or other improper inducement.
3.3Compliance and Regulatory Adherence: The Company is committed to full compliance with all applicable laws and regulations, including MiCA, AMLD6, the Transfer of Funds Regulation, the GDPR, DORA, and all applicable national implementing legislation. The Company employs Chainalysis for blockchain analytics and transaction monitoring.
3.4Tax Compliance: The Company is committed to strict compliance with all applicable tax legislation in every jurisdiction in which it operates. The Company does not engage in aggressive tax planning or artificial profit shifting.
3.5Whistleblowing: The Company maintains a confidential whistleblowing channel through which employees, contractors, and external parties may report suspected misconduct without fear of retaliation. Reports may be submitted to Support@SpacePay.co.uk or through the anonymous reporting mechanism at spacepay.com/ethics.
3.6Supplier Due Diligence: The Company conducts due diligence on its suppliers, sub-processors, and business partners to assess alignment with the principles set out in this Policy. The Company will not knowingly engage suppliers or partners involved in activities that contribute to human rights abuses, environmental destruction, or corruption.
4. Reporting
4.1The Company will report on its ESG performance and progress against stated targets on an annual basis. This Policy is reviewed annually by the Board of Directors. Questions regarding this Policy may be directed to Support@SpacePay.co.uk.
Last updated: 16 February 2026