Effective Date: July 1st, 2026. Applies to: All Employees, Officers & Directors

1.  Purpose

Versus Systems Inc. ("Versus" or the "Company") is committed to ethical conduct and legal compliance. This policy gives employees, officers, directors, and contractors a clear way to report suspected wrongdoing — and guarantees protection for those who do.

2.  What to Report

Use this policy to report reasonable suspicions of:

• Financial fraud: Fraudulent or inaccurate financial reporting, or manipulation of Company records or controls.

• Securities violations: Insider trading, market manipulation, or other securities law violations.

• Corruption: Bribery, undisclosed conflicts of interest, or FCPA violations.

• Regulatory non-compliance: Violations of SEC disclosure rules or Nasdaq listing standards.

• Misappropriation: Theft or unauthorized use of Company assets or intellectual property.

• Policy violations: Significant violations of Company policy or the Code of Business Conduct.

Note: Routine workplace grievances and personal employment disputes should go to Human Resources, not this channel.

3.  How to Report

Reports can be made to any of the following:

• Audit Committee Chair — for financial, accounting, or auditing concerns

• General Counsel / Chief Legal Officer — for legal or regulatory matters 

• Human Resources — for workplace misconduct or policy violations (Outsourced at present)

• Anonymous Hotline — available 24/7; details on the Company intranet

Reports may be submitted in writing, by phone, or in person. You are never required to report to your direct manager first.

4.  Anonymous Reporting

You may report anonymously through the hotline or in writing without identifying yourself. Identifying yourself helps us investigate more thoroughly, but it is never required. All identified reports are handled with strict confidentiality.

5.  Non-Retaliation

Versus strictly prohibits retaliation against anyone who makes a good-faith report, participates in an investigation, or contacts a government authority. Prohibited retaliation includes:

• Termination, demotion, suspension, or disciplinary action

• Harassment, threats, or coercion

• Denial of promotion, benefits, or employment opportunities

• Any other adverse action connected to a whistleblower report

Any employee or manager found to have retaliated will face disciplinary action up to and including termination, and may face civil or criminal liability. If you believe you've experienced retaliation, contact the General Counsel, Audit Committee, or HR immediately.

6.  Investigations

All reports will be reviewed promptly. The Audit Committee or General Counsel will determine the appropriate investigation approach and may engage outside counsel or forensic professionals when needed. Investigations will be conducted objectively, confidentially, and by individuals free from conflicts of interest. Where practicable, we will communicate outcomes to identified reporters.

7.  Confidentiality

Information shared under this policy will be disclosed only to those who need it to conduct the investigation or comply with law. Complete anonymity cannot be guaranteed in all circumstances — disclosure may be required by court order or law — but we will protect identities to the fullest extent possible.

8.  Good-Faith Requirement

You do not need to be certain a violation occurred — a reasonable, honest suspicion is enough. Reports made knowingly in bad faith or to harm others are not protected and may result in disciplinary action.

9.  SEC Reporting Rights

Nothing in this policy prevents you from reporting potential securities violations directly to the U.S. Securities and Exchange Commission (SEC) at any time, without first reporting internally. Under the SEC's Whistleblower Program, eligible reporters may receive a monetary award if their information leads to a successful enforcement action exceeding $1 million in sanctions. For details, visit sec.gov/whistleblower.

10.  Administration & Review

The General Counsel, in consultation with the Audit Committee, is responsible for this policy. It will be reviewed at least annually and updated as needed. The current version supersedes all prior versions. Questions may be directed to legal@versussystems.com.

Approved by the Board of Directors

Versus Systems Inc.  |  Effective July 1, 2026