Conflict of Interest Policy

YWO (MU) LTD (the “Company”) is incorporated and existing under the Laws of Mauritius with registration number 229766, and registered address Legacy Capital Co Ltd, 2 Floor, Suite 201, The Catalyst, Ebene, Republic of Mauritius.

The Company is an Investment Dealer (Full-Service Dealer, Excluding Underwriting) Licensee, regulated and authorized by the Financial Services Commission (“FSC”), Mauritius under the license number GB25205550.

1. INTRODUCTION

The Company is incorporated under the laws of Mauritius and is licensed by the Financial Services Commission, Mauritius (FSC). In accordance with the Company’s Code of Ethics and in line with the National Code of Corporate Governance of Mauritius, as well as any other applicable statutory requirements, the Company must be able to identify actual, potential, or perceived conflicts of interest in relation to its transactions and manage them fairly and appropriately, on a case-by case basis, in the best interests of the Company.

Accordingly, the Company has an affirmative duty of care, honesty, and good faith to act in the best interests of its clients and stakeholders. All supervised persons are required to refrain from engaging in any activity or providing any service that may give rise to a conflict of interest.

2. DEFINITION

A conflict of interest may arise in situations where a transaction, potential transaction, or responsibility assigned by the Company gives rise to conflicting or personal interests of a Supervised Person, which influence or may appear to influence his or her decision-making. Such interests may be financial or non-financial in nature.

3. SCOPE AND PURPOSE

This Policy applies to all supervised persons within the Company, who are expected to observe the highest standards of business and personal ethics in its application. External parties choosing to work with the Company do so on the basis that they agree to comply with this Policy. Shareholders of the Company are also required to abide by this Policy and all applicable laws.

This Policy must be read in conjunction with the Constitution of the Company (if any), as well as any applicable mandatory statutory provisions in force. In the event of a conflict, mandatory statutory provisions shall prevail over this Policy and/or the Company’s Constitution (if any).

Any person who is uncertain as to whether this Policy applies, or whether a transaction or potential transaction could give rise to a conflict of interest, should seek guidance from the Board of Directors or the Executive Director of the Company. The purpose of this Policy is to protect the Company’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer, employee or other person in a position of authority within the Company.

The potential interests include, but are not limited to:

• Financial interests;
• Ownership interest;
• any relationship with a third party, including an associate.

The Company is committed to avoiding conflicts of interest in order to operate in line with its purpose.

4. OBLIGATION

The Company is obliged to manage fairly any conflicts of interest, whether arising between the Company and its clients, or between two or more clients. Accordingly, the Company must maintain and operate effective organizational and administrative arrangements to take all reasonable steps to identify conflicts of interest and to prevent such conflicts from constituting or giving rise to a material risk of harm to the interests of its clients. In addition, the Company maintains a written Conflicts of Interest Policy that is appropriate to the size of the firm and the nature, scale, and complexity of its business.

5. ACCOUNTABILITY

a) Employees are responsible for reading, understanding, and complying with the standards and procedures outlined in this Policy. They are encouraged to promptly raise with their Heads of Department any situations where significant conflicts of interest exist and are not specifically addressed in this Policy. b) Directors and Senior Management are accountable for ensuring that effective processes and controls are in place to prevent and manage conflicts of interest. They are also responsible for addressing and resolving any breaches of this Policy and for maintaining organizational structures and practices that safeguard and enhance the Company’s reputation. c) The Compliance Officer is responsible for ensuring that this Policy remains aligned with applicable regulations as they evolve, for monitoring the effectiveness of related processes and controls, and for reporting any breaches in accordance with the Company’s compliance escalation framework.

6. LEGISLATION AND REGULATION

6.1. What is an interested transaction?

Section 147 of the Companies Act 2001 defines “interest in a transaction” as one to which the company is a party where the director –

a) is a party to, or shall or may derive a material financial benefit from the transaction; b) has a material financial interest in or with another party to the transaction; c) is a director, officer, or trustee of another party to, or person who shall or may derive a material financial benefit from, the transaction, not being a party or person that is – i. the company's holding company being a holding company of which the company is a wholly-owned subsidiary; ii. a wholly-owned subsidiary of the company; or iii. a wholly-owned subsidiary of a holding company of which the company is also a wholly-owned subsidiary;

d) is the parent, child or spouse of another party to, or person who shall or may derive a material financial benefit from, the transaction; or e) is otherwise directly or indirectly materially interested in the transaction.

Section 147(2) of the Companies Act 2001 further clarifies that a director of a company shall not be deemed to be interested in a transaction to which the company is a party if the transaction comprises only the giving by the company of security to a third party and at the request of that third party which has no connection with the director and in respect of a debt or obligation of the company for which the director or another person has personally assumed responsibility in whole or in part under a guarantee, indemnity, or by the deposit of a security.

6.2. Disclosure of conflict of interest

Section 148 of the Companies Act 2001 and Principle 4 of the National Code of Corporate Governance for Mauritius 2016 relating to Director Duties, Remuneration and Performance provide guidance when a director/senior management becomes aware of the fact that he is interested in a transaction.

Hence, every director/senior management of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction or proposed transaction with the Company, cause to be entered in the interests’ register of the Company, where it has one, and, disclose to the Board –

a) where the monetary value of the director's interest is able to be quantified, the nature and monetary value of that interest; or b) where the monetary value of the director's interest cannot be quantified, the nature and extent of that interest.

However, the Director is not required to make the above disclosures where -

a) the transaction or proposed transaction is between the Director and the Company; and b) the transaction or proposed transaction is or is to be entered into in the ordinary course of the Company’s business and on usual terms and conditions.

6.3. How to make a disclosure?

A director who is interested in a transaction or proposed transaction shall inform the Company Secretary of the potential conflict of interest. A general notice shall then be entered into the Company’s Interests Register and circulated to the Board, stating that the director is a shareholder, director, officer, or trustee of another named company or entity. Such notice shall be deemed sufficient disclosure of interest in relation to any transaction which may, after the date of the entry or disclosure, be entered into with that company or entity.

6.4. Failure to disclose A director’s failure to disclose any potential conflict of interest shall not, of itself, invalidate any transaction entered into by the Company or such director.

6.5. Avoidance of transactions

Section 149 of the Companies Act 2001 further clarifies the following:

A transaction entered into by the Company in which a director of the Company is interested may be avoided by the Company at any time before the expiration of 6 months after the transaction is disclosed to all the shareholders whether by means of the Company's annual report or otherwise.

A transaction shall not be avoided where the company receives fair value under it.

i. The question as to whether a company receives a fair value under a transaction shall be determined on the basis of the information known to the Company and to the interested director at the time the transaction is entered into. ii. Where a transaction is entered into by the Company in the ordinary course of its business and on usual terms and conditions, the Company shall be presumed to have received a fair value under the transaction/ iii. A person seeking to uphold a transaction and who knew or ought to have known of the director's interest at the time the transaction was entered into shall have the onus of establishing a fair value; and iv. In any other case, the Company shall have the onus of establishing that it did not receive a fair value.

A transaction in which a director is interested shall only be avoided on the ground of the director's interest in accordance with this section or the Company's constitution.

7. IDENTIFICATION OF CONFLICTS OF INTEREST

We have identified the following specific personal conflicts of interest as being of greatest significance:

i. Anti-Bribery Policy ii. Personal Account Dealing Policy iii. Second Jobs

7.1. Anti-Bribery policy

The Company strictly prohibits the offering, giving, solicitation, or acceptance of any bribe— whether in cash or any other form of inducement—by any employee, agent, or other person acting on the Company’s behalf. This prohibition applies regardless of whether the bribe involves a public official, public body, private person, or private company. No such action may be taken to gain a commercial, contractual, or regulatory advantage for the Company in an unethical manner, nor to obtain any personal benefit, financial or otherwise, for the individual or anyone connected to them.

7.2. Personal Account Dealing Policy

Personal account dealing by staff members is permissible only if the following conditions are met:

• Potential Conflicts: Staff personal account dealings can create conflicts of interest and must be managed accordingly.
• Restrictions on Trading: Staff are prohibited from trading in any instrument while client portfolios hold positions in those instruments, regardless of trade direction. Similarly, staff may not trade in instruments that are under consideration for inclusion, removal, or modification in client portfolios.
• Disclosure and Approval: All personal dealings conducted or influenced by a staff member— including those by associates of the staff member—must be fully disclosed and pre-approved through the established approval process.

7.3. Second Jobs

A second job may create a conflict of interest for staff members. This conflict can be direct (for example, involving a potential competitor) or indirect (for example, affecting work performance). All staff members must obtain express permission from their direct line manager before accepting any second job, regardless of whether it is short-term, temporary, outside normal office hours, o unrelated to financial services.

8. MANAGING CONFLICTS OF INTEREST

8.1. It is vital for the Company, which will be carrying out more than one regulated activity in relation to its clients, to identify and manage any conflict of interest that may arise in the course of providing such services.

Step 1: To identify the type of conflicts that may arise in the course of rendering services

Step 2: To identify which conflicts can be avoided

Step 3: To asses the reasons why conflicts cannot be avoided and manage such conflicts to mitigate the risks that could be detrimental to clients.

8.2. The Company shall endeavour to manage these conflicts of interest by: i. well-defined Chinese walls segregating the Management Functions advisory/execution Functions and Compliance functions; ii. independent oversight; iii. disclosure; iv. declining to provide the service.

8.3. Additionally, Supervising Officers of the Company covered under this Policy shall adhere to following principles and practices to avoid conflict of interest at all points:

i. To ensure to communicate relevant policies, procedures and codes to all concerned;

ii. To maintain high standards of integrity in the conduct of business at all times; iii. To ensure fair treatment of clients and not to discriminate amongst them; iv. To ensure that Company’s interest does not, at any time conflict with our duty towards our clients and clients’ interest shall always takes primacy in our advice, investment decisions and transactions; v. To make appropriate disclosure to the clients of possible source or potential areas of conflict of interest which would impair our ability to render fair, objective and unbiased services; vi. Endeavor to reduce opportunities for conflicts through prescriptive measures such as through information barriers to block or hinder the flow of information from one department/ unit to another, etc.; vii. To place appropriate restrictions on transactions in securities while handling a mandate of issuer or client in respect of such security so as to avoid any conflict; viii. To ensure separation of duties and avoid conflict of interest when a person is cumulating different roles in the Company; ix. Not to deal in securities while in possession of material non published information; x. Not to communicate the material non published information while dealing in securities on behalf of others; xi. Not to contribute in manipulating the demand for or supply of securities in the market or to influence prices of securities; xii. Not to provide incentive structure that encourages sale of products not suiting the risk profile of clients; xiii. Not to share information received from clients or pertaining to them, obtained as a result of our dealings, for our personal interest; xiv. Gifts and Entertainment Policy, which manages the disclosure and approval of the giving and receiving of Gifts and Entertainment by a supervising officer.

8.4. When Cumulating Several Positions

The Company shall maintain a Chinese Wall both physically and operationally. Policies and procedures will be implemented to prevent the misuse of inside information—for example, in CFDs trading—by restricting access to material, non-public information to only those departments that require it and are authorized to handle such information.

The policies and procedures shall consist of the following:

i. The Company shall disclose to the customer, either orally or in writing, any material interest or conflict of interest it has or may have, whether generally or in relation to a specific transaction. ii. The Company shall uphold its fiduciary duty by acting with due skill, care, and diligence, always giving due regard to the customer's interests. iii. The Company shall provide best execution by:

• taking reasonable care to ascertain the price that is the most favorable for the customer order in the relevant market at the time, considering the nature and size of the transaction; and
• executing the customer order at a price no less advantageous than the best available, unless reasonable steps have been taken to ensure that doing otherwise serves the customer's best interests.

iv. The Company shall strictly comply with its conflict of interest policy. Breaches will result in disciplinary action, and regular audits shall be conducted to ensure adherence. v. The Company shall adhere to its best execution policy, ensuring that the client’s best interests always prevail.

8.5. Additional Scenarios for Conflict of Interest

This Policy may not address every possible conflict of interest that could arise between the Company and its clients, among clients themselves, or due to additional responsibilities assigned to employees or Directors/Senior Management.

8.6. Mitigating Actions – Scenario as may be applicable for the Company

In cases where individuals such as Mr. X and Mr. Y simultaneously hold multiple roles within the Company (e.g., Promoter/Beneficial Owner, Director, and member of the Investment Dealer Team), the Company has established the following measures to identify, manage, and mitigate potential conflicts of interest and to ensure that these individuals maintain adequate autonomy and independence in decision-making:

(i) Disclosure Requirements

• All individuals holding multiple roles must provide full disclosure of their interests and roles in the Company and any related entities.
• Disclosures are recorded in the Company’s Interests Register and updated promptly whenever there are changes.

(ii) Segregation of Duties and Responsibilities

• Clear separation of functions is maintained between roles that may give rise to conflicts (e.g., investment decisions versus strategic oversight).
• Individuals are restricted from participating in discussions or decisions where a personal interest or role may conflict with the best interests of the Company or its clients.

(iii) Approval and Oversight

• Any decision or transaction involving a potential conflict of interest requires prior approval from the Board or a designated independent committee.
• Directors or staff with multiple roles must recuse themselves from deliberation where their impartiality could be compromised.

(iv) Monitoring and Review

• The Compliance function regularly monitors activities of individuals with overlapping roles to ensure adherence to conflict management procedures.
• Periodic audits are conducted to verify that all conflicts are properly identified, disclosed, and managed.

(v) Chinese Walls / Information Barriers

• Information barriers are implemented to prevent the misuse of inside or sensitive information between roles that could lead to conflicts.
• Access to confidential or market-sensitive information is restricted to the relevant departments only.

(vi) Training and Awareness

• Individuals holding multiple roles receive specialized training on conflict-of-interest policies, ethical conduct, and regulatory obligations.
• Ongoing guidance is provided to ensure awareness of potential conflicts and required actions.

(vii) Documentation and Accountability

• All measures taken to manage conflicts are documented, including decisions to recuse, approvals granted, and oversight actions performed.
• Individuals remain accountable for compliance with the Company’s policies and regulatory requirements.

Outcome: These measures ensure that Mr. X, Mr. Y, and any other personnel holding multiple roles can exercise their duties with independence, objectivity, and in alignment with the Company’s fiduciary responsibilities, while mitigating any potential conflicts of interest.

9. CONFLICTS OF INTEREST REGISTER

The Company is required to maintain a conflict-of-interest register. Any actual or potential conflict must be reported immediately to the Board of Directors or Senior Management, as well as the relevant Committee, which will escalate the matter to the Company’s Board.

10. COMMISSION SHARING

The Company does not engage in the practice commonly known as “softing”. The Company may however negotiate, on behalf of its clients, bundled brokerage fees that include research and execution services. The execution services may include trading platforms and the research services include investee company research, market and bespoke research and recommendations. These services may be provided by way of software, platforms or electronic research feeds.

11. NON-COMPLIANCE OR BREACHES

Failure to comply with the Conflicts of Interest Policy is considered an offence and will be thoroughly investigated. Depending on the severity, such an offence may lead to disciplinary Action.

12. REVIEW AND APPROVAL

This Policy shall be reviewed annually, or sooner if required, and at any time as determined by the Board, taking into account changes in local laws and regulations, to ensure its continued effectiveness. The Company reserves the right to amend, modify, or terminate this Policy at its sole discretion. Any such amendments or updates shall take effect immediately and be recorded in the Company’s records. By signing the Client Agreement, the client acknowledges having read, understood, and accepted this, Policy.