Conflicts of Interest Policy

Purpose and Scope

This Conflicts of Interest (“COI”) Policy sets out how STIDE PTE LTD (“STIDE”) identifies, prevents, manages and (where necessary) discloses conflicts of interest in a manner that is proportionate, documented, and consistent with good governance and client fairness expectations. This is a public-facing policy summary intended to be readable and enforceable; it does not reproduce internal-only templates or staff guidance.

This policy applies to STIDE’s directors, officers, employees, secondees, contractors, advisers and any other persons acting on behalf of STIDE (collectively, “Personnel”) in connection with STIDE’s activities, including (without limitation) advisory/structuring support, documentation coordination, execution PMO support, monitoring design, and any third-party introductions that STIDE may facilitate as part of its permitted scope.

Key Concepts and Definitions

• Conflict of Interest means a situation where STIDE’s interests (or those of its Personnel or related parties) could improperly influence, or be perceived to influence, the objectivity or integrity of services provided to a client or counterparty.
• Actual conflict exists now; potential conflict may arise in the future; perceived conflict could reasonably appear to a client or third party to undermine independence, even if no improper influence occurs.
• Firm-level conflict involves STIDE’s commercial interests (fees, relationships, preferred providers, related entities). Transaction-level conflict arises from deal-specific roles (e.g., advising multiple parties). Personal conflict arises from a Personnel’s outside interests, gifts/entertainment, relationships, or competing engagements.
• Related party means: (i) any entity that directly or indirectly controls, is controlled by, or is under common control with STIDE; (ii) any director, officer, employee, contractor or adviser who can materially influence an engagement or governance decision; (iii) that person’s spouse or partner, parent, child or sibling; and (iv) any entity in which any such person holds, directly or indirectly, at least 20% of the voting or economic interest, or otherwise exercises significant influence.

STIDE’s Business Model and Typical Conflict Scenarios

STIDE operates as an advisory/structuring and execution support provider focused on Singapore/ASEAN cross-border contexts. Conflicts can arise in many professional services models. Without implying that any specific scenario exists in a given mandate, typical COI scenarios in STIDE’s context may include:

• Dual mandates / multi-party engagements: supporting more than one party in the same transaction (e.g., borrower/sponsor, originator, lender, co-investor, service provider) where objectives diverge.
• Fee structures and incentives: retainers, success-based components, referral/introducer fees, or other remuneration that could incentivise recommendations not aligned with a client’s best interests.
• Related-party structures: use of SPVs, affiliates, or service providers connected to STIDE or its Personnel, which may create incentives or information advantages.
• Preferred providers / panel relationships: recommending counsel, trustees, corporate service providers, valuers, insurers, or monitoring vendors where STIDE has a commercial relationship.
• Information asymmetry and confidentiality: holding sensitive information from one mandate that could be relevant to another mandate, creating risk of misuse or perceived misuse.

Core Principles for Managing Conflicts

• Transparency: identify and document conflicts early; disclose material conflicts to affected clients where appropriate.
• Client-first fairness: do not let STIDE’s commercial interests override client interests; where the conflict cannot be appropriately managed, do not proceed or cease acting.
• Proportionality: controls are scaled to conflict severity and transaction risk.
• Segregation and confidentiality: apply information barriers where needed; limit access on a need-to-know basis.
• Escalation and oversight: conflicts are escalated to appropriate governance for determination, not left to individual discretion.
• Documentation: decisions, disclosures, and consents are recorded in a conflicts register and engagement file.

Governance, Roles and Responsibilities

STIDE’s COI governance is anchored on board/senior management oversight and compliance ownership. The specific internal role titles/assignments are: Board / senior management: the Board of Directors, with the Managing Director as executive owner; Compliance Officer: a Board-appointed Compliance Officer who is independent of the relevant deal team where practicable; Deal lead(s): the Engagement Director or designated Deal Lead recorded in the mandate acceptance file.

• Board / Senior Management: sets tone and approves this policy and material changes; ensures resources and independence for COI management.
• Compliance Officer: owns the COI framework; maintains the conflicts register; reviews conflict assessments; determines disclosures/mitigations; escalates material issues.
• Deal Leads: conduct conflict checks; promptly flag changes; implement mitigations; ensure accurate client communications and documentation.
• All Personnel: must avoid unmanaged conflicts; disclose outside interests; comply with information barriers; report suspected breaches promptly.

Mandatory Conflict Checks and When They Occur

Conflict checks are required at minimum:

• Client onboarding and mandate intake (before acceptance) to identify party overlaps, related-party links, fee conflicts, and confidentiality constraints.
• Before adding new roles (e.g., advising a new party, introducing a new capital provider, or adding a preferred provider to the workstream).
• At major milestones (term sheet changes, change in fee structure, change in scope, new jurisdiction, new SPV/affiliate involvement).
• On new information that creates or materially changes an actual/potential/perceived conflict.

Where a proposed activity may constitute a regulated activity under Singapore law (for example, a regulated activity requiring a capital markets services licence under the Securities and Futures Act 2001, or a financial adviser’s licence under the Financial Advisers Act 2001), STIDE will not perform that activity and will require a licensed/exempt third party to perform it, with STIDE’s role limited to permitted advisory/coordination support. ^[S1][S2]

Management Tools and Mitigations

Depending on the conflict type and severity, STIDE may apply one or more of the following mitigations:

• Disclosure of material conflicts to affected clients in clear, specific terms.
• Informed consent obtained and recorded where proceeding is appropriate and lawful.
• Role limitation (narrowing scope) or segregation (separate deal teams) where dual mandates exist.
• Information barriers (restricted access, confidentiality acknowledgements, controlled communications).
• Independent review by compliance/senior management for high-risk conflicts.
• Removal of conflicted Personnel from the engagement team.
• Decline/terminate the mandate where conflicts cannot be managed to an acceptable standard.

Conflicts Register and Recordkeeping

STIDE maintains a conflicts register and engagement records sufficient to demonstrate that conflicts have been identified, assessed, managed and (where relevant) disclosed and consented. The register records, at a high level, the nature of the conflict, parties impacted, severity assessment, mitigation steps, disclosures/consents and approvals, and status/closure. At minimum, the register records a unique reference, date identified, mandate and affected parties, conflict classification, description, source, severity, responsible owner, mitigation measures, disclosures and consents, approvals, review dates, status and closure rationale. Records are retained for at least seven years from the later of conflict closure or termination of the relevant mandate, and longer where required by law, contract, litigation hold, investigation or legitimate business need.

Gifts, Entertainment, Outside Interests and Introducers

• Gifts and entertainment: Personnel must not give or accept gifts/entertainment that could impair independence or create the appearance of influence. Cash, cash equivalents, facilitation payments, personal rebates, and gifts or hospitality intended to influence a decision are prohibited. Gifts or hospitality valued at SGD 100 or less per person per occasion may be given or accepted only where lawful, infrequent, proportionate, business-related and recorded. Amounts above SGD 100 and up to SGD 300 require prior written Compliance Officer approval. Amounts above SGD 300 are prohibited unless exceptional written approval is provided jointly by the Managing Director and Compliance Officer. The aggregate limit involving the same external party is SGD 500 in any rolling 12-month period. Gifts or hospitality involving public officials or PEPs require prior written Compliance Officer approval regardless of value.
• Outside interests: Personnel must disclose outside business interests, directorships, material shareholdings, or close relationships that could create a conflict with STIDE engagements. Personnel must disclose relevant interests before joining STIDE or an engagement, complete an annual declaration, and report any new or changed interest within five business days through the prescribed declaration form or by email to compliance@stide.asia. Compliance records and assesses the disclosure and may require recusal, disposal of the interest, information barriers, role limitation or other mitigation.
• Introducers and referrals: Where STIDE receives or pays referral/introducer remuneration, this may create conflicts. Such arrangements must be assessed for conflict risk and, where material to the client, disclosed in writing and recorded. Every arrangement requires written scope and fee terms, KYC and sanctions screening, confirmation that the fee is reasonable for legitimate services, and prior approval from both the Compliance Officer and Managing Director. Payments must be made to the contracted party through a traceable bank account; cash, nominee payments, payments to public officials or PEPs, and undisclosed third-party directions are prohibited. Written client disclosure is required before proceeding where remuneration is success-based, paid or received by another transaction party, equals or exceeds 10% of STIDE’s expected remuneration for the mandate, or could otherwise reasonably be perceived to influence STIDE’s objectivity. Records are retained for at least seven years.

Disclosure, Consent and Client Communications

Disclosures (where required or appropriate) will be made in writing, in clear terms, with sufficient specificity for the client to understand: (i) the nature of the conflict, (ii) how it could affect STIDE’s objectivity, (iii) the mitigations applied, and (iv) any options available to the client (including scope changes or cessation). Where consent is obtained, it must be informed, documented, and retained with the engagement file.

Breaches, Escalation, and Remediation

Personnel must report suspected or actual COI breaches promptly to the Compliance Officer (or alternative escalation channel where the Compliance Officer is conflicted) using STIDE’s internal reporting process. Reports should be submitted promptly to compliance@stide.asia and should identify the relevant mandate, parties, nature of the concern, known facts, supporting records and any urgent action required. Where the Compliance Officer is involved or conflicted, the report must be sent directly to the Managing Director or another non-conflicted Board member. Reports are acknowledged and triaged as soon as practicable, with decisions and remediation documented. STIDE will assess, investigate, and remediate as appropriate, which may include: enhanced controls, additional disclosures, Personnel removal, mandate suspension/termination, and disciplinary actions consistent with applicable arrangements and law.

Training, Review and Updates

STIDE provides COI awareness to Personnel at induction and periodic refreshers. COI training is completed at induction, ordinarily within 30 days of joining or appointment, and refreshed at least annually, with additional targeted training after material policy, regulatory or business changes. Training may include briefings, case studies and knowledge assessments. Attendance, materials, assessment results, remediation and completion attestations are recorded and retained for at least seven years; a minimum assessment score of 80% applies where testing is used. This policy is reviewed at least annually and sooner if there are material business model changes, new jurisdictions, new conflict types, or significant incidents.

Contact

Questions or concerns relating to conflicts of interest should be directed to compliance@stide.asia. General enquiries may be sent to contact@stide.asia. Where the Compliance Officer is involved or conflicted, the matter will be routed to the Managing Director or another non-conflicted Board member.

Internal Governance Standards

STIDE adopts the following minimum internal governance standards for the implementation of this Policy. These standards must be reflected in the relevant registers, appointment records, declarations, approvals and training records.

Abbreviations / Glossary

• AML/CFT – Anti-Money Laundering / Countering the Financing of Terrorism
• COI – Conflicts of Interest
• CDD / KYC – Customer Due Diligence / Know Your Customer
• FAA – Financial Advisers Act 2001 (Singapore)
• MAS – Monetary Authority of Singapore
• NBFI – Non-Bank Financial Institution
• SFA – Securities and Futures Act 2001 (Singapore)
• SPV – Special Purpose Vehicle

Source cross-references: [S1] Securities and Futures Act 2001. [S2] Financial Advisers Act 2001. [S3] Applicable MAS and Singapore Government licensing and conduct guidance. These references are general and do not determine whether any specific STIDE activity is regulated.