COMPREHENSIVE CONFLICT OF INTEREST MANAGEMENT POLICY (COIMP)

Effective Date: 28 September 2026

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The objective of this Conflict of Interest Management Policy is to establish a formal framework for identifying, avoiding, mitigating, and disclosing conflicts of interest across all entities within BlackLeaf Holdings. As a Multi-Family Office, BlackLeaf is committed to safeguarding the integrity of its decisions and ensuring that the best interests of the client remain paramount at all times.

This policy is designed to ensure compliance with applicable South African legislation, including:

• The Financial Advisory and Intermediary Services (FAIS) Act (General Code of Conduct).

• The Companies Act, No. 71 of 2008 (Disclosure of Personal Financial Interests).

• The Prevention and Combating of Corrupt Activities Act (PRECCA).

• The Conduct of Financial Institutions (COFI) framework and Treating Customers Fairly (TCF) principles.

• Conflict of Interest: Any situation in which BlackLeaf or a Covered Person has an actual or potential interest that may influence the objective performance of their obligations to a client, or prevent BlackLeaf from acting in the client's best interests.

• Covered Person: All directors, executives, employees, and contracted representatives of BlackLeaf Holdings and its subsidiaries.

• Financial Interest: Any cash, cash equivalent, voucher, gift, service, advantage, discount, travel, hospitality, or accommodation.

• Immaterial Financial Interest: Any financial interest with a determinable monetary value not exceeding R1,000.00 in a single calendar year, received from the same Third Party.

• Third Party: Any product supplier, external service provider (including independent legal or accounting partners), or other financial services provider.

• 4.1 Duty of Loyalty: All Covered Persons owe a duty of loyalty to BlackLeaf’s clients. Client interests must always take precedence over the personal or commercial interests of BlackLeaf or its employees.

• 4.2 Avoidance: BlackLeaf shall avoid all conflicts of interest where possible. If avoidance is not possible, the conflict must be actively managed, mitigated, and disclosed.

• 4.3 Prohibition of Bribery: Covered Persons are strictly prohibited from soliciting, accepting, or offering bribes, kickbacks, or any unlawful financial inducements.

Conflicts of interest may arise in various forms across the Multi-Family Office operations. Covered Persons must remain vigilant regarding:

• Personal Financial Interests: Where an employee has a personal financial interest in a transaction or a client's business.

• Intra-Group Prioritization: Unfairly prioritizing the services of a BlackLeaf subsidiary (e.g., BlackLeaf Capital or BlackLeaf Properties) over a more suitable external provider.

• Dual Agency: Representing multiple clients with competing interests (e.g., acting for both buyer and seller in an M&A transaction) without structural separation and consent.

When a potential conflict of interest is identified, the following mitigation protocols must be implemented:

• Internal Disclosure: Covered Persons must immediately report any actual or potential conflict of interest to the Compliance Office.

• Information Barriers: BlackLeaf shall maintain strict operational and digital separation between conflicting divisions (e.g., separating proprietary investment activities from confidential advisory mandates).

• Recusal: Any Covered Person with a personal financial interest in a transaction must recuse themselves from all decision-making processes related to that transaction.

Where a conflict of interest cannot be entirely avoided, BlackLeaf shall execute formal disclosure to the affected client(s).

• Disclosure must be made in writing prior to rendering the service or executing the transaction.

• The disclosure must clearly state the nature of the conflict, the entities involved, and the steps BlackLeaf has taken to mitigate the risk.

• Services may only commence once the client has acknowledged the disclosure and provided informed consent.

To prevent remuneration-driven bias, BlackLeaf enforces the following rules:

• 8.1 Acceptance of Financial Interests: Covered Persons may not accept any Financial Interest from a Third Party, other than an Immaterial Financial Interest (capped at R1,000.00 per calendar year).

• 8.2 Cash Prohibition: The acceptance or offering of cash or cash equivalents is strictly prohibited under all circumstances.

• 8.3 External Partners: BlackLeaf shall not solicit, negotiate, or accept undisclosed referral fees or revenue-sharing arrangements from the independent legal and accounting professionals utilized by the firm.

• 8.4 Gift Register: All Financial Interests offered, received, or given (including hospitality and sponsorships), regardless of value, must be logged in the centralized BlackLeaf Gift Register within five (5) working days.

• Covered Persons: Responsible for reading, understanding, and complying with this policy. Covered Persons must complete an Annual Declaration of External Interests.

• Compliance Office: Responsible for maintaining the Conflict of Interest Register, the Gift Register, monitoring policy compliance, and providing annual training to staff.

• Board of Directors: Retains ultimate oversight of the conflict management framework and is responsible for reviewing this policy annually.

Non-compliance with this policy compromises BlackLeaf’s fiduciary integrity and statutory standing. Any breach of this policy by a Covered Person will result in disciplinary action, which may include summary dismissal and reporting to the relevant regulatory authorities (such as the FSCA or the FIC).