Code of Ethics

Act with integrity. Speak up. Welcome challenge. Act responsibly.

How the Group works matters as much as what it builds. Doing what is right is not a cost. It is an advantage.

One truth for every audience. The Group follows the spirit of the rules, not only their letter.

How the Group measures its conduct.

1. It understands its partners’ needs and gives them information that is clear, fair and not misleading.
2. It offers a fair exchange of value.
3. It puts things right when it makes a mistake — see the Complaints Policy.
4. It acts with integrity.
5. It operates resiliently and securely, to avoid harm to partners and the wider financial system.

See every decision through the eyes of the person it affects.

In dealing with you, the Group commits that:

• you will deal only with people who are competent and authorised to act for the Group;
• you will receive clear, relevant and timely information;
• you will not be pressed to decide quickly;
• your complaint will be handled independently, effectively and promptly.

The Company is not regulated by the FCA, but its people follow the spirit of the FCA’s Individual Conduct Rules: they act with integrity, act with due skill, care and diligence, are open and co-operative with regulators, and observe proper standards of market conduct.

Standards of conduct, anti-bribery, conflicts of interest, and whistleblowing

PART A — CODE OF CONDUCT

1. Purpose and Scope

This Code of Ethics sets out the standards of behaviour expected of all directors, officers, employees, consultants, and associates of The NeoBankers Group Limited and its current and future subsidiaries (collectively, the 'Group'). It applies in all jurisdictions in which the Group operates or intends to operate, and to everyone who represents the Group.

2. Core Principles

Integrity: We act honestly and ethically in all business dealings. We do not misrepresent the Group's status, capabilities, or regulatory position. We conduct ourselves in a manner that upholds the reputation of the Group.

Compliance: We comply with all applicable laws, regulations, and internal policies in every jurisdiction in which the Group operates or intends to operate. Where there is a conflict between local law and this Code, the stricter standard applies, provided it does not require a breach of local law.

Respect: We treat all individuals with dignity, fairness, and respect, regardless of background, position, or affiliation. The Group does not tolerate harassment, bullying, victimisation, or discrimination in any form.

Accountability: Each individual is personally responsible for their conduct and for reporting concerns about potential violations of this Code. Ignorance of the Code is not a defence.

Confidentiality: All non-public information relating to the Group, its business plans, financial position, clients, and partners must be treated as strictly confidential and may not be disclosed without proper authorisation.

3. Compliance with Laws

All persons subject to this Code must comply with applicable laws and regulations, including but not limited to: the Companies Act 2006, the UK Bribery Act 2010, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Money Laundering Regulations 2017, the Sanctions and Anti-Money Laundering Act 2018, the Equality Act 2010, the UK GDPR, the Data Protection Act 2018, and all applicable sanctions regimes.

PART B — ANTI-BRIBERY AND CORRUPTION

4. Zero Tolerance

The NeoBankers Group Limited has a zero-tolerance approach to bribery and corruption. This Part is issued in compliance with the UK Bribery Act 2010 (the 'Act').

5. Prohibited Conduct

The following conduct is strictly prohibited:

• Offering, promising, giving, requesting, agreeing to receive, or accepting a bribe, whether in the form of money, gifts, hospitality, or any other advantage.
• Making facilitation payments, regardless of local custom or practice.
• Using third parties, agents, or intermediaries to circumvent this prohibition.

6. Offences Under the Act

The UK Bribery Act 2010 creates four offences: bribing another person (s.1), being bribed (s.2), bribing a foreign public official (s.6), and failure by a commercial organisation to prevent bribery (s.7). All four offences apply to the Group. Penalties include unlimited fines and imprisonment of up to 10 years.

7. Gifts and Hospitality

Gifts and hospitality may be offered or accepted only where they are reasonable, proportionate, transparent, and recorded. Any gift or hospitality with a value exceeding GBP 100 must be approved in advance by a director. Lavish or disproportionate gifts and hospitality are prohibited regardless of value.

8. Due Diligence on Third Parties

The Group conducts risk-based due diligence on all business partners, agents, consultants, and intermediaries before engagement. Due diligence is proportionate to the assessed bribery risk and is refreshed at appropriate intervals.

9. Record-Keeping

All payments, gifts, and hospitality must be accurately and promptly recorded in the Group's books and records. The Group maintains financial records sufficient to demonstrate that transactions are legitimate and that adequate procedures are in place to prevent bribery.

PART C — CONFLICTS OF INTEREST

10. Identification and Disclosure

A conflict of interest arises where a director, officer, or associate has a personal interest, direct or indirect, that conflicts or may conflict with the interests of the Company. This includes situations where a person has a duty to another party that conflicts with their duty to the Company. All actual or potential conflicts of interest must be disclosed promptly to the Board.

11. Duty to Declare (Companies Act 2006)

Directors have a statutory duty to declare interests under the Companies Act 2006:

• Section 177: duty to declare interest in a proposed transaction or arrangement.
• Section 182: duty to declare interest in an existing transaction or arrangement.

Declarations must be made to the Board at the earliest opportunity. A general notice under section 185 is acceptable where the nature and extent of the interest are disclosed.

12. Related-Party Relationships

All related-party relationships are disclosed in accordance with FRS 102, Section 33 (Related Party Disclosures). Current related-party relationships are documented and reviewed by the Board at least annually. Transactions with related parties are conducted on arm's length terms.

13. Management of Conflicts

Where a conflict is identified, the Board may: authorise the conflict subject to conditions (including exclusion from votes and discussions); require the conflicted person to recuse themselves from relevant decisions; or determine that the conflict cannot be managed and require the relationship to be terminated.

14. Register of Interests

The Company maintains a register of directors' interests. Directors are required to update the register promptly upon any change in their circumstances. The register is reviewed by the Board at each scheduled meeting.

PART D — WHISTLEBLOWING

15. Purpose

The NeoBankers Group Limited is committed to conducting business with integrity. This Part provides a framework for individuals to raise concerns about suspected wrongdoing without fear of retaliation, in accordance with the Public Interest Disclosure Act 1998 (PIDA) and the Employment Rights Act 1996, Part IVA.

16. Scope

This Part applies to all directors, officers, employees, consultants, and associates of the Group, as well as any person who has a business relationship with the Group, including suppliers, contractors, and partners.

17. What Can Be Reported

Concerns that may be reported under this Part include:

• Criminal offences, including fraud and corruption.
• Failure to comply with any legal or regulatory obligation.
• A miscarriage of justice.
• Danger to the health and safety of any individual.
• Damage to the environment.
• Deliberate concealment of information relating to any of the above.

18. How to Report

Concerns may be reported in writing through the Regulatory and compliance form, marked 'Confidential — Whistleblowing'. Reports may also be made verbally to any director of the Company. Anonymous reports will be accepted and investigated to the extent possible, although the ability to investigate may be limited.

19. Confidentiality

All reports will be treated in confidence to the extent possible. The identity of the reporter will not be disclosed without their consent, except where required by law or where disclosure is necessary for the purposes of the investigation.

20. Protection Against Retaliation

No individual will be subjected to any detriment, disciplinary action, dismissal, or other adverse treatment as a result of making a disclosure in good faith under this Part. Any retaliation against a whistleblower will be treated as a serious disciplinary matter and may itself constitute a criminal offence under PIDA.

21. Investigation

All reports will be assessed promptly by the Board or a designated officer. Where appropriate, an independent investigation will be commissioned. The reporter will be informed of the outcome to the extent permissible by law and having regard to the rights of other persons.

22. External Reporting

If you are not satisfied with the response to your report, or if you reasonably believe that the matter has not been adequately addressed, you may report the matter to the appropriate prescribed person or body, including: the Serious Fraud Office, the National Crime Agency, HMRC, the Information Commissioner's Office, or any other relevant regulator.

PART E — CONSEQUENCES

23. Enforcement

Violations of this Code of Ethics may result in disciplinary action, up to and including termination of engagement, referral to appropriate law enforcement or regulatory authorities, and civil proceedings for recovery of loss.

The Group’s principles were written down at the start. They are reviewed every year — not rewritten.

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