Conflict of Interest Management Policy

1. Introduction

The purpose of this Conflict of Interest Management Policy is to provide a framework for identifying, avoiding, mitigating, disclosing and managing conflicts of interest that may arise within Nova’s business. This policy applies to Nova’s directors, representatives, employees, outsourced support providers and any person acting for or on behalf of Nova in relation to the rendering of financial services. This policy supports compliance with the Financial Advisory and Intermediary Services Act, 2002 (“FAIS Act”), the General Code of Conduct for Authorised Financial Services Providers and Representatives, and Treating Customers Fairly principles. Nova is committed to ensuring that clients receive fair, objective and unbiased financial services.

2. Objective

The objectives of this policy are to:

• establish internal controls for identifying actual or potential conflicts of interest;

• avoid conflicts of interest wherever reasonably possible;

• mitigate conflicts of interest where they cannot be avoided;

• disclose unavoidable conflicts of interest to affected clients;

• maintain a conflict of interest register where required;

• maintain a gift register where required;

• support fair treatment of clients;

• protect the integrity of Nova’s advice, intermediary services and client relationships;

• communicate the consequences of non-compliance with this policy.

3. Definitions

For purposes of this policy: Associate means a person or entity connected to a director, representative, employee or Nova, including a spouse, life partner, child, parent, related company, trust or other connected party as contemplated under applicable financial services legislation. Conflict of Interest means any situation in which Nova, a director, representative, employee, service provider or associate has an actual or potential interest that may:

• influence the objective performance of duties to a client;

• prevent the rendering of unbiased and fair financial services;

• prevent Nova or its representatives from acting in the best interests of a client;

• create a perception that advice or service may be influenced by a financial interest, ownership interest, relationship or other benefit. Financial Interest means any cash, cash equivalent, voucher, gift, benefit, discount, incentive, hospitality, advantage or valuable consideration, other than permitted commission, fees or other interests allowed under applicable law. Immaterial Financial Interest means a financial interest with a determinable monetary value that does not exceed the amount permitted under applicable FAIS requirements in a calendar year. Juristic Representative means NovaOne Advisory (Pty) Ltd acting as a juristic representative of FSP 55553. Representative means a person authorised to render financial services to clients for or on behalf of Nova or under Nova’s juristic representative structure. Third Party means any product supplier, insurer, underwriting manager, administrator, broker, intermediary, service provider, associate, distribution channel or any other party that may provide or receive a financial interest in relation to financial services. Treating Customers Fairly or TCF means the regulatory approach requiring financial services businesses to deliver fair outcomes to clients throughout the product and service lifecycle.

4. Purpose and Application

Nova and its representatives must avoid conflicts of interest wherever reasonably possible. Where a conflict of interest cannot be avoided, Nova must:

• take reasonable steps to mitigate the conflict;

• disclose the conflict to the affected client;

• record the conflict;

• manage the conflict in a way that protects the client’s interests;

• ensure that the conflict does not result in unfair client outcomes.

This policy applies to conflicts that may arise between:

• Nova and a client;

• a representative and a client;

• Nova and an insurer or underwriting manager;

• Nova and a service provider;

• Nova and a director, employee, representative or associate;

• a client and a third party connected to Nova.

Nova and its representatives may only receive or offer financial interests permitted under applicable law, including lawful commission, fees agreed with a client, permitted remuneration, or immaterial financial interests within permitted limits.

5. Identifying Conflicts of Interest

The responsibility for identifying conflicts of interest rests with all Nova directors, representatives, employees and persons acting on behalf of Nova. When rendering or supporting financial services, each person must consider whether any situation exists that may:

• influence their objective performance toward a client;

• prevent them from rendering fair and unbiased financial services;

• prevent them from acting in the client’s best interests;

• create the perception of bias;

• involve a financial benefit, ownership interest, personal relationship or third-party arrangement.

Potential conflicts may include:

• receiving gifts, entertainment or hospitality from insurers, suppliers or service providers;

• recommending a product because of remuneration or relationship benefit rather than client suitability;

• placing business with a supplier or insurer due to a personal or family relationship;

• using client relationships for personal gain;

• receiving remuneration from a third party without disclosure;

• holding an ownership interest in a supplier, service provider or related business;

• employing or contracting with a related party without disclosure;

• participating in decisions where a personal interest exists.

Where there is uncertainty, the matter must be escalated before proceeding.

6. Internal Controls to Identify Conflicts

Nova will use reasonable internal controls to identify actual or potential conflicts of interest. These may include:

• annual conflict of interest declarations by relevant personnel;

• a gift and entertainment register;

• review of relationships with insurers, underwriting managers, administrators and service providers;

• review of ownership interests and related-party arrangements;

• disclosure of outside business interests;

• review of remuneration arrangements;

• escalation of potential conflicts to management, the registered representative, KI or compliance function where required;

• compliance review where required;

• staff and representative awareness of this policy.

All relevant personnel must disclose any actual or potential conflict of interest as soon as they become aware of it.

7. Avoiding and Mitigating Conflicts of Interest

Once an actual or potential conflict of interest has been identified, Nova must determine whether the conflict can be avoided. Where the conflict can be avoided, Nova will take reasonable steps to remove the cause of the conflict. This may include:

• declining a gift or benefit;

• removing a conflicted person from a decision;

• using an alternative supplier or service provider;

• restructuring a process;

• obtaining independent review;

• avoiding a transaction or recommendation.

Where the conflict cannot reasonably be avoided, Nova will take reasonable steps to mitigate it. Mitigation may include:

• written disclosure to the client;

• recording the conflict in a conflict register;

• approval by an appropriate senior person;

• review by the registered representative, KI or compliance function;

• ensuring the client receives clear and fair information;

• ensuring that the recommendation remains suitable and in the client’s interests;

• monitoring the matter until resolved.

8. Disclosure of Conflicts of Interest

Disclosure is an important part of conflict management, but disclosure alone is not enough. Where a conflict of interest cannot be avoided, Nova will disclose the conflict to the affected client at the earliest reasonable opportunity. The disclosure should include:

• the nature of the conflict;

• the parties involved;

• the relationship or arrangement giving rise to the conflict;

• any financial interest or ownership interest involved;

• the steps taken to avoid or mitigate the conflict;

• confirmation that Nova’s Conflict of Interest Management Policy is available on request or on Nova’s website. The disclosure must be made in sufficient detail to allow the client to understand the nature and potential impact of the conflict.

9. Gifts, Benefits and Entertainment

Nova directors, representatives, employees and persons acting on behalf of Nova may not accept gifts, benefits, hospitality or entertainment that could improperly influence, or appear to influence, the rendering of financial services. Any gift, benefit, hospitality or entertainment received from a third party with an estimated value of R50 or more must be declared and recorded in Nova’s gift register. No person may accept gifts, benefits or entertainment exceeding the permitted immaterial financial interest limits under applicable FAIS requirements. Examples of items that may need to be recorded include:

• meals;

• events;

• sporting or entertainment tickets;

• promotional goods;

• gifts;

• travel or accommodation;

• hospitality from insurers, suppliers or service providers.

Where there is uncertainty, the item must be disclosed and reviewed before acceptance.

10. Treating Customers Fairly

Nova’s conflict management approach is aligned to Treating Customers Fairly principles. Nova and its representatives must act:

• honestly;

• fairly;

• with due skill, care and diligence;

• in the client’s interests;

• in a manner that supports fair client outcomes.

No client should be disadvantaged because of a conflict of interest, remuneration arrangement, third-party relationship or undisclosed benefit.

11. Compliance Measures

Nova will take reasonable steps to ensure compliance with this policy. These steps may include:

• making this policy available to relevant personnel;

• publishing the policy on Nova’s website or making it available on request;

• maintaining a conflict of interest register;

• maintaining a gift register;

• requiring annual declarations where appropriate;

• reviewing third-party and service provider arrangements;

• training or briefing relevant personnel on conflict management;

• escalating material conflicts to the registered representative, KI or compliance function;

• reviewing the policy periodically.

Concerns about a possible conflict of interest should be raised promptly with management, the registered representative, the Information Officer or the compliance function, depending on the nature of the issue.

12. Consequences of Non-Compliance

Failure to comply with this policy may result in serious consequences. Where Nova becomes aware of a failure to disclose or manage an actual or potential conflict of interest, Nova may investigate the matter and take appropriate action.

Corrective action may include:

• further training;

• written warning or disciplinary action;

• restriction of duties;

• removal from a decision-making process;

• termination of a service provider relationship;

• escalation to compliance or regulatory oversight;

• legal action where appropriate.

Providing false or misleading information, concealing a conflict, or failing to disclose a material interest may be treated as serious misconduct.

13. Conflict of Interest Summary

Potential Conflicts:

Gifts or benefits from insurers, suppliers or service providers

• Avoidance: Decline where inappropriate or excessive.

• Mitigation: Record permitted items in gift register.

• Disclosure: Gift register; disclose where relevant to client.

Personal relationship with supplier or service provider

• Avoidance: Use alternative supplier where possible.

• Mitigation: Remove conflicted person from decision.

• Disclosure: Conflict relationship declaration where relevant.

Ownership interest in related party

• Avoidance: Avoid involvement where possible.

• Mitigation: Independent review or approval.

• Disclosure: Disclose ownership interest; conflict register where relevant.

Outside business interest

• Avoidance: Obtain prior approval where conflict exists.

• Mitigation: Limit involvement.

• Disclosure: Annual declaration; disclose where client may be affected.

Third-party remuneration or benefit arrangement

• Avoidance: Accept only where legally permitted.

• Mitigation: Review and record.

• Disclosure: Compliance review; disclose where required.

Family or associate benefit from client transaction

• Avoidance: Avoid arrangement where possible.

• Mitigation: Remove conflicted person from process.

• Disclosure: Management review; disclose where unavoidable.

14. Conflict of Interest Process

Where a potential conflict is identified, the following process should apply:

1. Identify the actual or potential conflict.

2. Record the relevant facts.

3. Escalate the matter to the appropriate internal owner.

4. Assess whether the conflict can be avoided.

5. If avoidable, remove or avoid the conflict.

6. If unavoidable, agree mitigation steps.

7. Disclose the conflict to the affected client where required.

8. Record the conflict in the conflict register.

9. Monitor the matter until resolved.

10. Review whether process improvements are required.

15. Policy Review

This policy will be reviewed periodically or when required due to changes in law, regulation, business operations, remuneration arrangements, third-party relationships or compliance requirements. The latest version will be made available on Nova’s website or on request.