Conflicts of Interest Policy

How the Group handles a conflict.

1. Identify and declare — anyone who sees a potential, actual or perceived conflict declares it.
2. Prevent or mitigate — remove the conflict where possible, or put controls in place.
3. Record — enter it in the register of interests.
4. Disclose, or stop — if it cannot be managed, disclose it to those affected or stop the activity.

Identification, disclosure, and management of conflicts of interest in accordance with the Companies Act 2006 and principles of institutional governance

1. Policy Statement

The NeoBankers Group Limited (the "Company") recognises that conflicts of interest may arise in the ordinary course of its business as the holder of the Group’s intellectual property and of a shareholding in a Polish subsidiary, and through its relationships with directors, officers, shareholders, external advisers, service providers, and counterparties. The Company is committed to identifying, disclosing, and managing all actual and potential conflicts fairly and transparently, and to avoiding conflicts where they cannot be adequately managed.

2. Legal Framework

This policy is informed by:

• The Companies Act 2006, in particular sections 175 (duty to avoid conflicts of interest), 177 (duty to declare interest in proposed transaction), and 182 (duty to declare interest in existing transaction).
• International Accounting Standard 24 (IAS 24) Related Party Disclosures.
• The principles of MiFID II, Article 23, as a matter of best practice, notwithstanding that the Company is not an authorised investment firm.
• The UK Corporate Governance Code (as applicable to a private company on a voluntary basis).

3. Identification of Conflicts

A conflict of interest arises where the interests of the Company, any member of the Group, any director, officer, employee, shareholder, or connected person diverge from, or may reasonably be perceived to diverge from, the interests of partners, clients, counterparties, or other stakeholders. This includes, without limitation:

• Transactions between Group entities, including intra-group service agreements, cost allocations, and licensing arrangements.
• Engagements with external advisers, counsel, or service providers who also act for, or are connected to, shareholders, directors, or officers of the Company.
• Allocation of business opportunities, intellectual property, or regulatory licences between Group entities.
• Personal financial interests of directors, officers, or shareholders in transactions or arrangements involving the Group.
• Situations where the Company or any director holds a position of influence in respect of both parties to a transaction.
• Situations where confidential information obtained in one capacity could be used to the advantage of the Company or any individual in another capacity.

4. Disclosure

All actual or potential conflicts of interest must be disclosed promptly to the Board of Directors. Directors are required to declare any interest in a proposed transaction or arrangement in accordance with section 177 of the Companies Act 2006, and any interest in an existing transaction or arrangement in accordance with section 182. Declarations must be made at the earliest practicable opportunity, and in any event before the Company enters into the relevant transaction. The Company maintains a register of directors' interests, which is updated on an ongoing basis.

5. Management and Mitigation

Where a conflict is identified, the Board shall determine the appropriate course of action, which may include one or more of the following measures:

• Recusal of the conflicted party from all relevant deliberations, decisions, and votes.
• Appointment of an independent adviser or ad hoc committee to evaluate the transaction on arm's-length terms.
• Disclosure of the conflict to affected counterparties, partners, or other stakeholders.
• Establishment of information barriers (Chinese walls) where confidential information is involved.
• Modification of the terms of the transaction or arrangement to remove or mitigate the conflict.
• In cases where the conflict cannot be adequately managed, declining the relevant engagement, transaction, or appointment.

6. Related-Party Transactions

The Company maintains a register of related-party relationships and transactions, as required by IAS 24 and applicable accounting standards. All related-party transactions are conducted on arm's-length terms or, where arm's-length terms cannot be demonstrated, are subject to independent valuation, review, and Board approval. The related-party register is available for inspection by the Company's auditors.

7. Gifts and Hospitality

Directors, officers, and employees must not offer or accept any gift, payment, or hospitality that could reasonably be perceived as creating a conflict of interest, or that could impair, or appear to impair, their independent judgement. Any gift or hospitality exceeding a de minimis threshold established by the Board must be declared in writing and recorded in the Company's gifts and hospitality register.

8. Record-Keeping and Review

The Company maintains a conflicts register, which is updated on an ongoing basis. The register records all identified conflicts, the measures taken to manage them, and their resolution. The Board reviews the conflicts register and this policy no less than annually. The next scheduled review is April 2027.

9. Breach

Any failure to disclose a conflict of interest or to comply with this policy may result in disciplinary action and, where applicable, personal liability under the Companies Act 2006 or at common law.

10. Governing Law

This policy is governed by the laws of England and Wales.