Conflict of Interest Policy

This Policy applies to all full time and part-time employees, including senior executives, as well as contractors of MR, wherever located.

• Conflict of Interest or COI: situation where business, financial, family, political or personal interests could interfere with the judgment of persons in carrying out their duties for the Group.
• Disclosure: communication of a possible Conflict of Interests made by the workforce or stakeholders, including any information to properly address the case.
• Financial Interests: the ownership of the outstanding stock or other securities of a public or private company or other entity; or the right to receive compensation or payment or other benefits from an entity in any form (including, but not limited to, bonus, salary, commission, consulting fees, royalties, rent or the right to repayment of principal or interest on a loan).
• Immediate Family: “Immediate Family” means a relationship between ((a) spouses or partner/spouse equivalents; (b) parents and their children; (c) siblings; and (d) members of the same household.
• MR or the Group: Manuli Ryco group, including its subsidiaries.
• Workforce: MR’s directors, officers, employees, temporary staff or workers, as well as contractors of the Group.
• Policy: This Conflict of Interests Policy.

1. It is responsibility of the Group HR Director, and Corporate Audit & Compliance Manager, to define rules and process to disclose and manage Conflict of Interests.
2. It is the responsibility of regional Human Resources departments and/or General Managers to disclose Conflict of Interest as per instruction defined by the Policy’s owners.
3. It also is the responsibility of every workforce member to disclose actual or potential Conflict of Interests through the available channel or to his/her supervisor and to HR and Audit & Compliance.

MR workforce must avoid Conflict of Interests, promptly cease activities that cause conflicts, and provide Disclosure of any Conflict of Interests (actual or potential) of which they are aware at the time of employment or which may arise during their employment with the Group.

This Policy is aimed at defining rules and criteria to avoid or manage potential Conflict of Interests cases, therefore, Conflict of Interests must be:

1. Identified
   Conflicts of Interest may occur when personnel prioritize personal interests over those of the Group, improperly influencing their professional judgments, decisions, or actions.
2. Avoided
   Conflicts of Interest must be avoided, whenever possible.
3. Reported and Addressed
   In certain situations, avoiding Conflict of Interests may not be possible. A possible Conflict of Interest that could try to influence the outcome of business dealings for personal gain, whether directly or indirectly, must be disclosed as described in this Policy.

A Conflict of Interest is not always easy to detect. Generally, a Conflict of Interest involves the direct or indirect pursuit of a personal interest that may drive our loyalty away from the best interests of MR. The most common situations that create a Conflict of Interests (or the appearance of one) are those related to the following categories.

5.1 Personal Relationships

Relationships with Business Partners

Stable or Immediate Family relationships between a MR employee and a person at a business partner must be reported as a potential Conflict of Interest if the person at the business partner is involved in any aspect of the MR-business partner relationship (e.g., sales, contract negotiations, consultancy, procurement, day-to-day management of operational activities).

 Examples:

1. Lisa is procurement manager and is the sister-in-law of John, who is sales manager of a MR supplier. The relationship is a reportable COI.
2. Francois is the CFO of the MR subsidiary “Company B” and his sister, Jocelyne, is working in a logistics company that is not a provider of any MR subsidiaries. It is not required to disclose the COI, unless any potential partnership relationship with MR Group is activated in the future.

Romantic or Immediate Family Relationship at the Workplace

A Conflict of Interest may arise between a supervisor and a person who reports directly to the supervisor who are in a stable relationship, or they are immediate family members. In this case, the supervisor typically loses the ability to properly evaluate the performance of the direct report, and this is not in the interests of the Group.

Other personal relationships that result in close personal ties can alter the business judgment of MR workforce.

Examples:

Lucas is a Sales Manager of a MR subsidiary, and Maria, his fiancée, is part of the Sales team, directly reporting to Lucas. The relationship is a reportable COI.

5.2 Personal Financial Interests

If a workforce member, or a member of his/her Immediate Family, is an owner of, or has a significant investment in, a competitor or vendor of MR, the situation must be disclosed as a potential COI.

5.3 Outside Business Activities

Any MR employee’s outside business activities must not compete with or reflect adversely on MR Group or give rise to a Conflict of Interests. MR Workforce members must not engage in any outside activity that is likely to involve disclosure of MR proprietary information or that is likely to divert time and attention from the responsibilities in the Group.

5.4 Secondary Employment

A second job should be avoided; a potential COI may arise because MR members who work at a second job may not have the energy, availability or loyalty necessary to deliver their best effort for the Group. Specific labor regulations might apply in these circumstances.

Other Conflict of Interest Cases

The list of the aforementioned cases provides an example of the most common situations; however, any relationship and/or circumstance that may in any way impact an employee’s work performance or his/her capacity to make objective and independent decisions in the interest of MR is a potential Conflict of Interest. In case of doubts, it is recommended to contact the HR, or Audit & Compliance departments and/or proceed with the disclosure of one’s situation.

Personnel should avoid, wherever possible, Conflicts of Interests with the Group. This means taking decisions or actions to ensure a Conflict of Interests does not occur.

The required action for MR employees who believe that a Conflict of Interests might exist is to disclose it. The process is below described.

 Declaration of Current Employees

All current MR employees, as part of the MR group, are required to disclose any (potential) Conflicts of Interests with Audit & Compliance even if it was already reported to any local HR Manager or General Manager in the previous years.

New Hires

Newly hired employees, as part of the hiring process, are required to disclose any (potential) Conflicts of Interests with the Company by completing a specific Disclosure Form (please refer to Annex 1). Human Resources (or any delegated person for the MR subsidiaries – e.g., General Managers when local HR department is not applicable) is responsible for informing Corporate HR and Audit & Compliance about all arising Conflict of Interest disclosures.

Ad hoc disclosure

In case of a potential or actual Conflict of Interests not already reported as defined in the previous two paragraphs (“Declaration from current employees” and “New Hires”), employees must refrain from any related activity and disclose the conflict to the Human Resources and Audit & Compliance, by reporting it through the dedicated web portal MR Conflict of Interest Disclosure Form. Disclosure must take place as soon as the Conflict of Interests is identified.

MR Group has defined a specific process to address the Conflict of Interests,  which means identifying and implementing strategies and practices to minimize the risks associated to the disclosed Conflict of Interests.

The process of addressing the Conflict of Interests is in charge of the MR Group HR Director, Audit & Compliance Manager, who are required to:

1. treat the information disclosed with appropriate confidentiality and without bias;
2. fairly evaluate the Conflict of Interests situations, including any potential risks to business and reputation of MR Group;
3. define mitigating strategies/action plans to address the Conflict of Interests to minimize the risks for the Group and protect, whenever possible personal interests of employees.
4. ensure that any MR subsidiary is effectively implementing the defined measure to address the Conflict of Interests.

Reporting of actual or suspected breaches of this Policy or any other related misconduct, must be promptly reported through channels made available via the Ethics & Integrity line at the following link manuliryco.integrityline.com, according to the MR Whistleblowing Policy.

Failing to disclose a Conflict of Interest or intentionally providing false or misleading information in the disclosure may lead to disciplinary action, up to and including termination of employment.

The main reference documents for this Policy are:

• MR Code of Ethical Conduct
• MR Whistleblowing Policy
• Relevant law and regulations