A. Introduction

This document sets out the Conflict of Interest Management Policy of Habilis Capital (Pty) Ltd (“Habilis Capital” or “the Company”).

For purposes of this policy, a conflict of interest (“COI”) refers to any actual, potential, or perceived situation in which Habilis Capital or its representatives have an interest that may:

• Influence the objective and impartial performance of their duties when rendering financial services to a client;

• Prevent the provision of unbiased and fair advice or intermediary services; or

• Compromise the obligation to act in the best interests of clients.
   

A conflict of interest may arise from, among other things:

• A financial interest;

• An ownership interest;

• Any relationship with a third party.
   

A third party includes (but is not limited to):

• A product supplier;

• Another financial services provider;

• An associate of a product supplier or provider;

• A distribution channel; or

• Any person or entity that provides a financial interest to Habilis Capital or its representatives under an agreement or arrangement.
   

Objectives of this Policy

This policy aims to:

• Promote ethical conduct and transparency in all business dealings;

• Prevent, identify, manage, and mitigate conflicts of interest;

• Ensure fairness to clients, employees, and stakeholders;

• Establish procedures for disclosure, review, and approval of potential conflicts; and

• Provide mechanisms for independent and objective assessment of outside interests.
   

Habilis Capital is committed to conducting business in a manner consistent with good governance, regulatory compliance, and fiduciary responsibility. Where conflicts cannot reasonably be avoided, they must be appropriately disclosed and managed.
 

B. Financial Interests

Habilis Capital and its representatives may only give or receive financial interests as permitted under the FAIS Act and relevant Board Notices issued by the Financial Sector Conduct Authority (FSCA), as detailed in Annexure A.

A financial interest includes any cash, cash equivalent, gift, voucher, benefit, hospitality, travel, accommodation, sponsorship, incentive, or other valuable consideration, excluding:

• An ownership interest;

• Approved training that is broadly available and relates to products, legislation, industry matters, or essential systems (excluding associated travel and accommodation).
   

Habilis Capital will not offer any financial incentive to its representatives that:

• Encourages the prioritisation of quantity of business over quality of service;

• Incentivises preference for a specific product supplier where multiple suppliers may be recommended; or

• Encourages bias toward a particular product where alternatives are available.

Remuneration structures are designed to align employee interests with long-term client outcomes.
 

C. Identification of Conflicts of Interest

Habilis Capital employs various controls to identify and monitor potential conflicts, including:

• Periodic completion of conflict of interest declarations by all staff;

• Ongoing disclosure of outside business interests and directorships;

• Pre-trade approval for personal account trading (PAT);

• Monitoring of brokerage accounts in which employees hold financial or beneficial interests;

• Company and director searches where appropriate;

• Oversight by management and compliance functions.

Employees are required to disclose any personal or professional circumstance that may create a real or perceived conflict.
 

D. Managing and Resolving Conflicts

The primary responsibility for identifying and managing conflicts rests with key individuals and representatives.

Where a conflict arises, appropriate steps may include:

• Recusal from decision-making processes;

• Divestment of conflicting financial interests;

• Adjustment of reporting lines or responsibilities;

• Enhanced supervision or oversight;

• Full disclosure to affected clients.

If a conflict cannot be effectively mitigated, the Company will refrain from proceeding with the relevant transaction or activity.
 

E. Examples of Potential Conflicts

Potential conflicts that may affect Habilis Capital include (but are not limited to):

• External directorships or secondary employment;

• Interests in other business enterprises;

• Shareholding or beneficial interests;

• Personal account trading;

• Professional affiliations;

• Family or personal relationships influencing decisions;

• Front-running;

• Rebates, commissions, or inducements;

• Kickbacks or improper benefits.
   

F. Preventative Measures

To minimise conflicts of interest, Habilis Capital:

• Communicates this policy to all employees upon appointment and periodically thereafter;

• Requires compulsory pre-authorisation for personal account trading;

• Aligns remuneration structures with long-term client outcomes;

• Maintains a gifts and benefits register;

• Conducts compliance monitoring and periodic reviews.
   

G. Disclosure of Conflicts

Where a material conflict arises, Habilis Capital and/or its representative will disclose the conflict to the affected client in writing at the earliest reasonable opportunity. Disclosure will include:

• The nature of the conflict;

• The measures implemented to mitigate or manage it;

• Any ownership or financial interest involved;

• Details of relevant third-party relationships.

Clients will also be informed of the existence of this Conflict of Interest Management Policy and how it may be accessed.

Failure by staff to disclose a conflict may result in disciplinary action.
 

H. Processes and Internal Controls

To ensure adherence to this policy:

• All employees are provided with access to the policy;

• Any potential conflict must be escalated to management before proceeding with the relevant activity;

• Transactions that cannot comply with this policy must not be entered into;

• The compliance function monitors adherence and reports material issues to management.
   

I. Consequences of Non-Compliance

Non-compliance with this policy constitutes misconduct and may result in disciplinary action, which could include termination of employment.

Disciplinary measures will be proportionate to the severity and intent of the breach.
 

J. Ownership of Habilis Capital

Habilis Capital (Pty) Ltd is an owner-managed financial services provider.

Details of shareholders and ownership structure are available upon request or as disclosed in statutory filings in accordance with applicable legislation.
 

Annexure A — Financial Interests

In terms of Board Notice 58 of 2010 under the FAIS Act, Habilis Capital and its representatives may only receive or offer financial interests permitted by regulation, including:

• Commission authorised under relevant insurance or medical schemes legislation;

• Fees authorised under applicable legislation, provided they are reasonably commensurate with services rendered;

• Client-agreed fees in writing, which may be terminated at the client’s discretion;

• Remuneration from third parties for services rendered, where reasonably commensurate;

• Immaterial financial interests (not exceeding the prescribed regulatory threshold per calendar year from the same third party);

• Any other financial interest where fair value is paid at the time of receipt.

Immaterial financial interest refers to a financial interest with a determinable monetary value, not exceeding the regulatory threshold (currently R1 000 per calendar year from the same third party), subject to applicable amendments.

 

ANNEXURE B — GIFTS REGISTRY

Name of Staff Member           Received / Given           Date of Gift           Third Party Source/Recipient           Type of Gift           Value of Gift