BLACK BANX
CODE OF CONDUCT

To make financial transactions easier, more user-friendly and more rewarding for everyone. Fairness and accessibility are inherent to all we do. We are committed to everyone, regardless of their nationality or industry, having equal access to efficient, instant banking solutions at a fair price. Our technology is reliable, safe and easy-to-use with the aim of making our customers’ lives easier and giving them optimal confidence in their banking. We aim to interact with our customers on the basis of total integrity and reliability – and that is mutual. The customer loyalty and longevity we have established is testament to this.

Our reputation is founded on the trust and integrity of our people and the people we do business with. We expect all our people to uphold the highest ethical and legal standards, as defined in our global and local policies and procedures. We are here to enable sustainable economic growth and societal progress by generating a positive impact for our clients, our people, our investors and our communities. We achieve this by being a leading financial service group with global reach. We serve shareholders best by offering solutions to our clients and participating in value creation by them. In doing so, we seek to ensure that our Group is competitive and profitable while being underpinned by strong capital and liquidity. We are committed to a culture that appropriately aligns risks and rewards. To deliver this, we aim to attract and develop talented individuals. We foster teamwork, partnership and inclusion, trusting that each of us will deliver to the expected standards.

We are committed to constructive engagement with our customers, centred around learning how customers use our services so we can evolve our products and their experience in the best way. We also offer local expertise to customers through specific operational teams for each geographic market in which we operate. Customer satisfaction is a key part of operational excellence.

Our clients expect that we maintain the confidentiality of their information, whether that information relates to financial, personal or business matters. Our Group also expects that employees maintain the confidentiality of its proprietary information. Confidential information can be written, oral or electronic and includes a wide variety of data deriving from sources such as IT applications, strategies and customer lists. Inside information is a subset of confidential information and discussed later in the code. Employees may not share, make available or disclose such confidential information to anyone inside or outside our Group, except on a “need to know” basis, i.e., with other staff who are involved in the transaction or providing the services and such disclosure is required for the proper execution of our Group’s responsibilities. Sharing it more broadly, even with other employees, could be inconsistent with a client’s expectations or in breach of legal requirements, including a confidentiality agreement with the client. Where information may be shared, employees must limit the amount of information to what is required to achieve the stated business purpose and make sure the recipient knows that the information is confidential and subject to restrictions related to its use or dissemination. It is never appropriate to share confidential information with family and/or friends. Even if an employee believes that a family member or friend will not misuse the information, it is not their information to share. Data held by sensitive business areas are secured by Information Barriers (e.g., data relating to business areas classified as non-public are held behind the Information Barrier and are not accessible by other areas). Restrictions on disclosing confidential information are not intended to, and should not, prevent employees from reporting or escalating any concerns or responding to questions or requests from relevant regulators, law enforcement agencies or their formally appointed agents, courts of law or our Group’s monitors. For further information, reference the Use and Handling of Client Confidential and Black Banx Proprietary Information Policy.

As a Group, we have defined ourselves as client centric, and part of our success is through creating value to our clients by the solutions we provide and services we offer. Critical to our strategy is delivering what we committed to our clients and treating them fairly and transparently. In practical terms, it means that we may not take unfair advantage of anyone or disadvantage them through manipulation, concealment, abuse of confidential information, sharing or using it improperly, misrepresentation of material facts or unfair dealings or practices. For customer-facing employees, employees should understand customers’ needs, expectations and interests in order to provide them with appropriate solutions that lead to the right outcomes for them based on their stated requirements, sophistication and attitude to risk. Employees must always act fairly, honestly and transparently and avoid providing customers with undue preferential treatment, including over other clients.

It is important when dealing with our clients that our communications – both oral and written, are fair, clear and accurate. Statements that can be viewed as misleading or that omit material information, including information important to making an investment decision – whether the client is retail, professional or institutional – can violate applicable law. Fair, clear and accurate communications protect the Group and employees. In the case of communications such as offering circulars and research, they promote market efficiency by ensuring that all market participants have the opportunity to act on information that is accurate, complete and not false or misleading. All Group communications must meet certain minimum content standards and requirements, including specific information classification standards. In addition, specific requirements relating to certain categories of communications such as research, sales, marketing and advertising are the subject of supplemental policies. For further information, reference the Business Communications Policy.

A complaint means any expression of dissatisfaction or grievance, regardless of whether justified or not, from or on behalf of a customer or counterparty about our Group’s provision of, or failure to provide, financial services (for example, the execution of any transaction, or the disposition funds). This may also include public relations matters regarding our Group’s business practices that have the potential of damaging our Group’s reputation, brand and market value. Complaints may be received from a complainant directly or through an authorised third party and can be transmitted via various means, including letter, telephone, email, or in person. They may also involve a demand, express or implied, for a payment or adjustment. Employees must promptly refer all complaints to their supervisor. Actual or potential errors or complaints that could result in a client dispute must be referred to Legal and Compliance and any complaints, errors or irregularities relating to customers that cause breaches of regulatory or legal requirements or obligations must be reported immediately to your supervisor, Legal and Compliance. All errors and complaints must be addressed as soon as practicable. For further information, reference the Minimum Requirements for Handling and Recording of Complaints.

The protection of customer assets and accounts is paramount. Each division is responsible for implementing policies necessary to ensure client monies and assets are appropriately safeguarded, and the dispositions of customer assets are only made by the holders of accounts, and in the case of custody accounts, by their agents on the basis of a power of attorney, or by virtue of a court order or other official measures. Balances on customers’ dormant accounts and custody accounts with no known address may not be booked to revenues by our Group. For further information, reference the Business Relationships with Interrupted Customer Contact (Unclaimed Assets) Policy.

We earn the trust of all our shareholders by acting with integrity and holding ourselves to the highest ethical standards. At Black Banx, each one of us has a role to play in building a stronger, more resilient and sustainable Group. We aim to foster a culture of strong risk awareness and ownership, where all employees act as risk managers. It is employees’ responsibility to be aware of, understand and take a holistic view of the risks, which could result from their actions or decisions; and to manage those risks in line with the Group’s risk appetite and risk management standards. For further information, reference the Risk Management Policy – Black Banx Group.

Employees are encouraged to raise all concerns related to possible violations of laws, rules, regulations, Group policies and conflicts of interest. Sometimes, these violations can also involve third parties, including our clients and/or vendors/suppliers. Regardless of business or other pressures, they are expected to raise concerns promptly. Managers are required to foster an environment where employees feel free to speak up, which means to express their views, raise concerns and escalate any issues that could negatively affect our business, our clients or our people, confident that they will be heard, acknowledged, and addressed appropriately. In addition, no one, at any level, has the authority to ask employees to do something that is a breach of this Code or our existing policies or that is unethical or illegal. If they have any questions or concerns about a potential course of action, they should promptly escalate your questions or concerns. There are various internal channels you can use to report potential misconduct or potential ethical concerns, including to supervisors/Heads of Department and/or to Compliance, your HR Business Advisor, or Legal. Employees may also use the Raise a Concern webpage or Hotline, which is an electronic platform and telephone reporting system for raising concerns, and which can be used either anonymously or non-anonymously.

We seek to create an environment where every employee feels safe to speak up and raise concerns, including cases of potential misconduct, unethical behaviour or possible violations of law or policy, without fear of retaliation. We prohibit retaliation against any individual for reporting concerns. We also prohibit retaliation against those who assist or cooperate in a subsequent investigation of such concerns. Retaliation means any adverse action taken against a person because they reported or cooperated in such an investigation. Individuals who engage in retaliation are subject to disciplinary action up to and including termination of employment. Managers can also be held responsible for the behaviour of individuals under their supervision who engage in retaliatory actions.

Acting ethically is not only the right thing to do, but also the right way to do business – it serves the interests of our clients and shareholders and is critical to achieving success in the longer term. In making decisions and determining the appropriate course of action, employees must be guided by what is right and proper, not just by what is allowed or legal. If there appears to be a conflict between this Code and local laws, rules or regulations, the more restrictive provisions apply. When employees are faced with questions that go beyond those addressed in this Code, they should follow both the spirit of the Code and related Group policies that cover the issue. Escalate concerns to supervisors, Legal, Compliance, or other relevant function, or report it through the Raise a Concern webpage or Hotline.

Employees are accountable for their actions or omissions, and will be held responsible for any improper or illegal acts. Their conduct may be reported to regulators, which could ultimately result in civil or criminal penalties or suspension or loss of their individual licence/registration, if applicable.

Where employees are in a position to exercise influence, power or authority over an employee or decisions affecting that employee, they must always act exclusively in the interests of our Group and not be guided by personal interests. This applies even if they are not the manager of, or otherwise in a hierarchical working relationship with, that employee. Any abuse of their position, in whatever form, will not be tolerated. This includes using their position of influence, power or authority to harass (including sexually) or bully a fellow employee, as well as using their position to exercise inappropriate influence on behalf of, or show inappropriate favouritism towards, an individual with whom they have a close personal relationship or a family connection.

Employees will look to managers to set an example and to demonstrate the standards set out in the Code. They are responsible for creating an inclusive and diverse work environment that attracts and retains the best employees and permits their team to innovate, problem solve and successfully execute. They need to encourage their team to speak up and you need to be a good listener, committed to supporting their employees in their work and development. Their people-development skills should be a priority. Each of us, especially leaders and managers must act with integrity and inspire trust.

In alignment with one of our core values “sustainable performance” and based on our sustainability principles, we are committed to considering the long-term effects of our activities and to generating sustainable value for our clients, employees, investors and society at large. This means that we consider and assess the direct and indirect economic, social and environmental aspects and impacts of our business decisions. We strive to increase the positive impact of our business decisions and to support a sustainable future for society and the environment. We monitor and mitigate the possible negative impacts and we apply reasonable due diligence processes to balance and to solve emerging conflicts of interest and ethical situations. We maintain sound governance in line with laws and internal guidelines. Well-established sustainability frameworks, such as the United Nations Global Compact and the United Nations Sustainability Development Goals, provide guidance for our thinking and actions. We ensure that our internal and external commitments are safeguarded by adequate processes and controls. In this context we make the respect of human rights including the prevention of child labour, modern slavery and human trafficking a priority. The same accounts for combating climate change. We strive to be the employer-of-choice for present and future employees and to invest in society and create a positive impact. By supporting volunteering initiatives by our staff we serve our communities and encourage and support our employees in these efforts. Our business operations conform to common sustainability requirements, for example, by screening our vendors and by managing and, where possible, minimising our environmental impact. This includes our own carbon neutrality. For further information, reference the Sustainability Policy and the Reputational Risk Procedure.

Each division is responsible for implementing policies necessary to observe banking secrecy laws and to maintain an appropriate level of information security. For further information, reference the Information Security Policy – Black Banx Group.

The collection, use, retrieval and transfer of client information must comply with data protection laws, our policies and any contractual obligations. Client confidentiality – as discussed previously – is critical and employees should seek to protect it at all times. They are prohibited from collecting, processing or using personal data unless authorised to do so. Personal data may only be obtained for lawful purposes and should be processed fairly and lawfully. Data should only be maintained for as long as necessary and should be relevant to the purpose for which it is collected. All data must be secured to prevent unauthorised access, alteration, transmission, publication, loss or damage. Employees must ensure that the competent Data Protection/Privacy Officer is informed of all new plans to process personal data in order to comply with regulatory requirements and avoid reputational risk. Errors, irregularities and breaches should be escalated promptly to your supervisor. For further information, reference the Data Protection & Privacy Policy – Black Banx Group.

Maintaining accurate books and records is fundamental to meeting our legal, regulatory and business requirements. Employees are responsible for maintaining accurate and complete records and for complying with all the controls and policies our Group has in place. Employees should never falsify any book, record or account that relates to the business of our Group, its customers, employees (including their own activities within our Group) or suppliers. Employees must never dispose of records or information that may be relevant to pending or threatened litigation or a regulatory proceeding unless you are authorised to do so by the Legal Department. You must also comply with applicable record retention policies. For further information, reference the Records Management Policy – Black Banx Group.

Employees’ authority to act on behalf of our Group is limited by various laws, rules, regulations, corporate charters, by-laws and board resolutions as well as our Group’s policies. They need to be aware of these, how they impact their role, and of the responsibilities attached to it. They should never sign any documents or otherwise represent our Group, or authorise any action on our Group’s behalf, unless they are specifically authorised and have the required knowledge to do so. They should know the limits of their authority and act within those limits. Correspondence and documents containing legally binding statements must generally bear two authorized signatures of the Group. For further information, reference the Internal Governance Policy – Black Banx Group.

Our shareholder communication policy, set by the Board, is driven by our guiding principle of courageous integrity and the Black Banx values: Be dependable and do the right thing; Open to different ideas and cultures; Connected to customers, communities, regulators and each other. The same principles and approach apply to our communications with all our shareholders. Extensive information about our activities is provided on our website, www.blackbanx.com, including copies of our annual reports, interim reports, environmental, social and governance updates and other relevant documents or information used in communicating with investors and analysts.

We believe that an informed, constructive dialogue between the Board and shareholders is important to good corporate governance. We aim to communicate with shareholders in a way that meets their needs. New shareholders are consulted on their preference to receive documents or information from us either by means of a website or in hardcopy form. We focus on open communication and fair disclosure, with emphasis on the integrity, timeliness and relevance of the information provided. Black Banx’s financial year is the calendar year up to and including 31 December. Annual results are usually announced at the end of February or early in March of the following year. Interim results are usually announced towards the end of July or early in August.