The purpose of this Policy is to outline the principles and internal controls adopted by Penguin Securities to identify, manage, and mitigate conflicts of interest that may arise in the course of providing capital markets services.

This Policy does not create fiduciary or other duties beyond those prescribed under applicable law or contractual arrangements. Nothing herein shall be construed as modifying or extending Penguin Securities’ obligations to clients beyond what is required under law or agreed contractually.

Penguin Securities is committed to upholding high standards of integrity, professionalism, and fair dealing, and to ensuring that conflicts of interest are properly addressed in accordance with regulatory requirements.

This Policy applies to all directors, officers, employees, and appointed representatives of Penguin Securities. It may also apply to third-party service providers where relevant.

The Policy is available upon request and may be amended from time to time to reflect changes in regulatory expectations or business activities.

A conflict of interest may arise where Penguin Securities, in the course of providing capital markets services, has an interest that:

• is contrary to the interest of a client; or
• may impair Penguin Securities’ ability to act independently or in the best interest of the client.

Examples of situations where conflicts may arise include:

• Providing services to clients with competing or opposing interests;
• Employees or related parties holding positions in securities subject to client transactions;
• Compensation or incentive structures that may create pressure to favour certain trades or products;
• Receipt or payment of fees or commissions tied to client transaction volumes;
• Providing services to both counterparties in a bilateral transaction.

Where such situations are identified, appropriate mitigating controls will be implemented to prevent client detriment.

Penguin Securities maintains a Conflicts of Interest Register, which documents actual or potential conflicts arising in the course of regulated business. This register is maintained by the Compliance team and reviewed periodically as part of the firm’s risk governance process.

To manage and mitigate conflicts of interest, Penguin Securities has implemented a combination of structural, procedural, and behavioural controls, including:

• Segregation of duties and reporting lines to minimise influence across functions;
• Information barriers to restrict flow of confidential or price-sensitive information;
• Pre-trade approval and post-trade monitoring of employee personal account dealings;
• Mandatory disclosure of outside business interests and potential conflicts by employees;
• Prohibition on front-running and misuse of client order information;
• Clear policies on personal account dealing;
• Equitable treatment of clients and adherence to best execution obligations;
• Restriction on sales incentives that could lead to product bias or misalignment with client objectives;
• Ongoing staff training and attestation on conflict obligations;
• Monitoring and testing of controls as part of the compliance monitoring program.

Where a conflict of interest cannot be reasonably avoided or effectively mitigated, Penguin Securities will make a clear and prominent written disclosure to the client before proceeding with the relevant transaction or service. In accordance with MAS expectations, such disclosure is used as a measure of last resort and will only be relied upon where internal controls are insufficient to manage the risk.

All employees receive periodic training on this Policy and their responsibilities under it. Targeted training is provided to staff in control, trading, sales, and operations functions, depending on exposure to conflict risks.

This Policy is reviewed regularly, or more frequently where there are material changes to the firm’s business activities, conflict risk profile, or regulatory landscape. Ultimate accountability for the management of conflicts of interest lies with the Board of Directors, with day-to-day oversight by the Compliance team and respective business heads.