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1 GROUP CONFLICT OF INTEREST MANAGEMENT POLICY C O N T E N T S GROUP CONFLICT OF INTEREST MANAGEMENT POLICY... 1 CONTENTS INTRODUCTION PURPOSE DEFINITIONS POLICY PRINCIPLES PROCEDURES FOR THE MANAGEMENT OF CONFLICT OF INTEREST IDENTIFICATION, MITIGATION AND DISCLOSURE FINANCIAL INTEREST WHICH IS PERMISSIBLE IMMATERIAL FINANCIAL INTEREST TRAINING OFFERED BY OR TO OTHER FSPS OR PRODUCT SUPPLIERS COMPLIANCE AND POLICY MONITORING CONTRAVENTION OF THIS POLICY ANNEXURE A ANNEXURE B... 14

2 1. I N T R O D U C T I O N A provider must at all times render financial services honestly, fairly, with due skill, care and diligence. This financial service must be in the interest of a client and promote the integrity of the financial services industry. It is an important requirement for good business practice that all potential conflicts of interest are either avoided or properly managed. Should a conflict of interest not be properly managed the risk is that investors and clients may not be adequately protected and our services could be undermined. This Policy applies to the following Entities, their Representatives, Key Individuals and all employees forming the Novare Group of Companies: Novare Holdings (Pty) Limited; Novare Actuaries and Consultants (Pty) Limited; Novare Investments (Pty) Limited; Novare Equity Partners (Pty) Limited; Novare Capital (Pty) Limited; Novare CIS (Pty) Limited; Novare Wealth (Pty) Limited; and Any affiliates of the above mentioned entities. Throughout this Policy, any reference made to Novare or FSP will include the above entities, their affiliates and all employees of the Novare Group of Companies collectively. 2. P U R P O S E The purpose of this Conflict of Interest Management Policy is to outline a suitable approach and response to the identification and management of conflict of interest. This policy is intended to comply with the procedures set out in Board Notice 58 of 2010 which amends the General Code of Conduct for Financial Services Providers and Representatives ( Code of Conduct ) gazetted in Board Notice 80 of 2003, and amended by Board Notice 43 of This policy was adopted by the board of directors of Novare as prescribed by Financial Advisory and Intermediary Services Act ( FAIS ).

3 3. D E F I N I T I O N S The definitions used in FAIS and the Code of Conduct are brought forward into this policy as defined: Associate In relation to a natural person, means i. A person who is recognised in law or the tenets of religion as the spouse, life partner or civil union partner of that person; ii. A child of that person, including a stepchild, adopted child and a child born out of wedlock; iii. A parent or stepparent of that person; iv. A person in respect of which that person is recognised in law or appointed by a Court as the person legally responsible for managing the affairs of or meeting the daily care needs of the first mentioned person; v. A person who is the spouse, life partner or civil union partner of a person referred to in subparagraphs (ii) and iv); vi. A person who is in a commercial partnership with that person; In relation to a juristic personi. which is a company, means any subsidiary or holding company of that company, any other subsidiary of that holding company and any other company of which that holding company is a subsidiary; ii. which is a close corporation registered under the Close Corporations Act, 1984 (Act No. 69 of 1984), means any member thereof as defined in section 1 of that Act; iii. which is not a company or a close corporation as referred to in subparagraphs (i) or (ii), means another juristic person which would have been a subsidiary or holding company of the first-mentioned juristic person (aa) had such 'first-mentioned juristic person been a company; or (bb) in the case where that other juristic person, too, is not a company, had both the first-mentioned juristic person and that other juristic person been a company; iv. means any person in accordance with whose directions or instructions the board of directors of or, in the case where such juristic person is not a company, the governing body of such juristic person is accustomed to act; and in relation to any person means any juristic person of which the board of directors or, in the case where such juristic person is not a company, of which the governing body, is accustomed to act in accordance with the directions or instructions of the person first-mentioned in this paragraph; and v. Includes any trust controlled or administered by that person.

4 Conflict of Interest means any situation in which a provider or a representative has an actual or potential interest that may, in rendering a financial service to a client, - (a) Influence the objective performance of his/her or its obligation to that client; or (b) Prevent a provider or representative from rendering an unbiased and fair financial service to that client, or from acting in the best interests of that client; including, but not limited to (i) A financial interest; (ii) An ownership interest; (iii) Any relationship with a third party Financial interest means any cash, cash equivalent, voucher, gift, service, advantage, benefit, discount, domestic or foreign travel, hospitality, accommodation, sponsorship, other incentive or valuable consideration, other than (a) An ownership interest; (b) Training, that is not exclusively available to a selected group of providers or representatives, on- (i) Products and legal matters relating to those products; (ii) General financial and industry information; (iii) Specialised technological systems of a third party necessary for the rendering of a financial service, but excluding travel and accommodation associated with that training; Financial Service means any service contemplated in paragraph (a), (b) or (c) of the definition of 'financial services provider', including any category of such services; Financial Services Provider means any person, other than a representative, who as a regular feature of the business of such person- (a) furnishes advice; or (b) furnishes advice and renders any intermediary service; or (c) renders an intermediary service; 5 Immaterial financial interest means any financial interest with determinable monetary value, the aggregate of which does not exceed R1, in any calendar year from the same third party in that calendar year received by (a) A provider who is a sole proprietor; or (b) A representative for that representative s direct benefit; (c) A provider, who for its benefit or that of some or all of its representatives, aggregates the immaterial financial interest paid to its representatives;

5 Representative means any person who renders a financial service to a client for or on behalf of a financial services provider, in terms of conditions of employment or any other mandatory agreement, but excludes a person rendering clerical, technical, administrative, legal, accounting or other service in a subsidiary or subordinate capacity, which service- (a) does not require judgment on the part of the latter person; or (b) does not lead a client to any specific transaction in respect of a financial product in response to general enquiries; ownership interest means (a) any equity or proprietary interest, for which fair value was paid by the owner at the time of acquisition, other than equity or an proprietary interest held as an approved nominee on behalf of another person; and (b) includes any dividend, profit share or similar benefit derived from that equity or ownership interest; third party means- (a) a product supplier; (b) another provider; (c) an associate of a product supplier or a provider; (d) a distribution channel; (e) Any person who in terms of an agreement or arrangement with a person referred to in paragraph (a) to (d) above provides a financial interest to a provider or its representatives. 4. P O L I C Y P R I N C I P L E S 41. In rendering a financial service, Novare must ensure that the interest of the client always comes before those of Novare. 4.2 Where the interest of Novare come before or prejudices the client s interest, then a conflict of interest arises. 4.3 Novare will not expose a client to any conflict of interest if it could negatively prejudice the interests of the client. Any conflict of interest that may arise will be managed in terms of clause 5 below.

6 5. P R O C E D U R E S F O R T H E M A N A G E M E N T O F C O N F L I C T O F I N T E R E S T Within the Novare group of companies a diverse range of financial services are offered, including but not limited to asset management, investment advice, implemented consulting, alternative investments and private equity. Given the nature of the business, conflict of interest might be inherent to the business of a particular FSP or its related parties and thus avoidance of potential conflict of interest might not be possible. To adequately manage conflict of interest, the FSPs must identify all relevant conflicts timeously. 5.1 IDENTIFICATION, MITIGATION AND DISCLOSURE Identification The FSP and its representatives must identify and mitigate any conflict of interest between the FSP and a client or the representative and a client. In order to ensure that conflicts of interest are managed properly the following has been put in place at Novare in order to ensure that all conflicts of interests are identified: All employees of Novare are responsible to communicate to the Compliance department any conflicts of interest that they are aware of or become aware of as soon as reasonably possible; The Compliance department will complete the necessary registers regarding the conflict of interest; The Compliance department reviews all registers on a bi-annual basis in order to ensure that the registers are maintained accordingly Conflict must be disclosed to the client.

7 5.1.2 Mitigation Where a conflict of interest is identified, the financial service may still be rendered to a client provided that the following requirements are met: a) The FSP s key individual and compliance officer have been informed of the conflict of interest and they have signed off acknowledgement thereto; b) The client is informed in writing immediately before a transaction is concluded, or if not possible, at the earliest reasonable opportunity, of the conflict of interest in sufficient detail to enable the client to understand the exact nature of the conflict of interest; c) The client is informed of the existence of this policy and how the client can access it at no cost; and d) The client is informed in writing of the measures the FSP or its representative will take in terms of the policy to mitigate the conflict. The Compliance department will assess each conflict of interest that is reported in order to establish the potential financial and reputational risk. All conflicts are completed on the Register of Interest held by the Compliance department. The agreed upon mitigation controls and procedures must be documented in the Register of Interest. These registers will be tabled at the Novare Board meetings to be signed off on a bi-annual basis Disclosure In order to comply with the FAIS Act and Code of Conduct, the relevant FSP may supplement required disclosures to clients as determined in this policy with specific disclosures in terms of the following: Specification of the type of and the basis on which a representative will qualify for a financial interest that the FSP will offer a representative and motivate how that financial interest complies with the Code of Conduct; Include a list of all its associates as referred to in Annexure A of this Policy; Include the names of any third parties in which the FSP holds an ownership interest; Include the names of any third parties that holds an ownership interest in the FSP; Include the nature and extent of the ownership interest referred to in sub-clauses and above. These disclosures will be made in writing to the client in such method deemed to be appropriate in the particular circumstance of the client. For a list of requirements that have to be made in a disclosure please refer to Annexure B.

8 5.2 FINANCIAL INTEREST WHICH IS PERMISSIBLE The FSP and its representatives shall be entitled to receive or offer financial interest from or to a third party Commission authorised under the Long-term Insurance Act 52 of 1998; Fees authorised under the Long Term Insurance Act if those fees are reasonable commensurate to a service being rendered; Fees for the rendering of a financial service in respect of which commission or fees referred to in subparagraph ( ) is not paid, if those fees- Are specifically agreed to by a client in writing; and May be stopped at the discretion of that client; Fees or remuneration for the rendering of a service to a third party, which fees or remuneration are reasonably commensurate to the service being rendered Subject to any other law, an immaterial financial interest; For which a consideration, fair value or remuneration that is reasonably commensurate to the value of the financial interest, paid by (or to) the FSP and its representatives at the time of receipt thereof The FSP s compliance officer shall monitor compliance with these provisions in quarterly FAIS monitoring procedures and, in conjunction with the Key Individual of the FSP, consider and certify to the Financial Service Board in the periodic FAIS Act compliance reports that the income of the FSP for the period under consideration was derived from fees and commissions earned in terms of the provisions of this clause. 9 FINANCIAL INTEREST NOT PERMISSIBLE The FSP shall not offer any financial interest to its representatives for giving preference to: the quantity of business secured for it to the exclusion of the quality of the service rendered to clients; a specific product supplier, where the representative may recommend more than one product supplier to a client;

9 a specific product of a product supplier where a representative may recommend more than one product of that product supplier to a client; The FSP s Key Individuals shall sign an annual declaration confirming that the FSP does not offer impermissible financial interest as envisaged in this clause and the FSP s compliance officer must report on this as provided in clause above. 5.3 IMMATERIAL FINANCIAL INTEREST Notwithstanding the provisions of this policy, the FSP and any of its representatives may receive or give an immaterial financial interest limited to R1, per representative per year on the following terms: Receipt of such an immaterial financial interest by any representative must be linked to the entertainment of the representative (e.g. sponsorship of meals, sporting events, corporate gifts, etc.) for the purpose of furthering any business relationships between the FSP and another FSP; and Giving such an immaterial financial interest by any representative must be linked to the entertainment of another FSP s representative (e.g. sponsorship of meals, sporting events, corporate gifts etc.) for the purpose of furthering any business relationships between the FSP and another FSP The representative of the FSP must declare every such immaterial interest given or received by him/her to Compliance department who will ensure that the limit as set out in this policy is not exceeded from year to year. The representative bears the responsibility to ensure that he/she does not exceed the limit set in this policy during this period. Gift declarations by representatives need to be recorded in the FSP s gift register following the prescribed format The Compliance Department shall monitor compliance by checking the gifts register, examining gifts from clients and checking those remaining to ensure they do not exceed the R1, limit for immaterial interest per annum The compliance officer must report on this as provided for in clause The limit of R1, applies to each Key Individual and each Representative and not per FSP or Product Supplier. Therefore you may spend R1, per representative or key individual from a FSP. You may not aggregate this amount across the FSP and spend more money on one representative and less money on another.

10 This also applies when receiving an immaterial financial interest from another FSP or Product Supplier, the limit of R1, from a person may not be exceeded. 5.4 TRAINING OFFERED BY OR TO OTHER FSPS OR PRODUCT SUPPLIERS Notwithstanding the provisions of this policy, representatives may attend, or provide, training organised by, or for, any product supplier or third party FSP's provided that the training is not exclusively available to the FSP (or the product suppliers or third party FSP) or its representatives; is on the products of the product supplier and legal matters relating to those products; is on general financial and industry information; is on specialised technology systems of the FSP (or a third party) necessary for the rendering of a financial service; a clear agenda or programme of the training is supplied to attendees a week before the training; and does not include travel and accommodation associated with that training. All representatives of the FSP must declare all training which they were invited to attend (or which) was provided during the year. The FSP s compliance officer shall monitor compliance with these provisions in quarterly FAIS Code monitoring procedures and report accordingly to the Financial Services Board in the periodic FAIS compliance reports. These reports shall include a declaration from the compliance officer that: a) Where training is offered to representatives of other FSP s, that: the training was not available exclusively to that other FSP s representatives; it was on the matter referred to as set out in clause 5.4; and

11 the FSP did not pay for the travel and accommodation expenses of that other FSP s representatives to attend the training b) Where the training offered to representatives of the FSP by other FSPs, that: the training was not available exclusively to the FSP s employees; it was on matters referred to above; and the organisers of the training did not pay for the travel and accommodation expenses of the FSP s representatives to attend the training. 6. C O M P L I A N C E A N D P O L I C Y M O N I T O R I N G Register of Interest All conflicts of interest or potential conflicts of interest must be reported to the Compliance Officer. This is documented in the register of interest. The register of interest identifies all the conflicts of interest as well as any controls put in place to manage the conflict. This register will be reviewed by the Compliance Officer on a bi-annual basis and reported to the Novare Board. Gift Register The Gift register contains all the financial interests and immaterial financial interest offered to or received by an employee of Novare. All gifts received or given should be reported to the Compliance department within a week of giving or receiving the gift. This register will be reviewed by the Compliance Officer on a bi-annual basis in order to verify that the amount of R1, is not exceeded. Training Annual training will be provided to employees by the Compliance Department. The employees knowledge will be tested to establish if they comprehend their responsibilities relating to this Policy. In addition to the training all employees are required to read this Policy and understand the contents thereof. In order to confirm that all employees understand their duties they will have to sign an annual confirmation to this effect. Publishing of Policy This policy is accessible for public inspection upon request to the FSP or you may go to the following links on our website and locate the policy there:

12 Compliance Officer Duties The compliance officer of each FSP shall: Monitor compliance with this policy bi-annually by checking the gift register declarations of representatives and that the aggregate sum of any financial interest given to the representatives of other FSPs does not exceed the prescribed annual amount for immaterial financial interest. Report bi-annually to the Novare Holdings Board on the implementation, monitoring and compliance contraventions of this policy. Providing the conflict of interest registers to the Novare Holdings Board for sign off bi-annually. The compliance officer of the FSP must include the report referred to in clause 5.4 in the periodic compliance reports to the Financial Services Board. The Compliance Officer will annually conduct a review of the policy. 7. C O N T R A V E N T I O N O F T H I S P O L I C Y 7.1 Every employee of an authorised FSP that is an associate of the Novare group of companies is required to know, understand and comply with the standards outlined in this policy and the FAIS Act and Code of Conduct. 7.2 Anyone who violates this policy and/or the Code of Conduct will be subject to Novare s Disciplinary Policy and Procedure as well as Novare s Grievance Policy and Procedure. 7.3 Non compliance with this policy and the Code of Conduct and the procedures described in it may be considered to be misconduct and employees may be subject to disciplinary action.

13 A N N E X U R E A List of Associates for the Novare Group as at 28 January 2015: Novare Actuaries and Consultants (Pty) Limited; Novare Investments (Pty) Limited; Novare Equity Partners (Pty) Limited - (Ownership Interest of 95%); Novare Capital (Pty) Limited - (Ownership Interest of 90%); Novare CIS (Pty) Limited; Novare Botswana - (Ownership Interest of 51%); Novare Property Development (SA); Novare Properties; Novare Fund Management - (Ownership Interest of 90%); Novare Offshore Limited; Mayibentsha Property Developers Nigeria; Matrix Fund Managers (RF) (Pty) Limited (Ownership Interest of 38.3%); Novare Wealth (Pty) Limited Novare Fund Manager (Pty) Limited; Novare Investments (Pty) Limited Mauritius - (Ownership Interest of 80%); and Novare Property Development Mauritius (Pty) Limited.

14 A N N E X U R E B Disclosure requirements - Information that has to be given to the client before a transaction is concluded: 1. The names of all the entities in which a potential conflict of interest may arise while selling the service/product i.e. all the entities involved in the transaction; 2. The applicable fees of all the entities involved in the transaction; 3. The record of advice pertaining to a service/product within the Novare Group, including price and service comparisons and the basis for the recommendation taking account of client specific needs; 4. The possible impact of the Conflict of Interest on the client and/or the entity in the Novare Group; 5. Should you be selling a service/product the ownership interest should be declared to the client. The reason for using the provider should be disclosed to the client as indicated in number 4 above; and 6. The fact that the Novare Group has a Group Conflict of Interest Policy and where they are able to obtain a copy of this Policy.