CONFLICT OF INTERESTS POLICY

1.0 OBJECTIVE:

The company policy regarding possible conflict of interests is based on the principle that an employee’s
business decisions must be made in the best interests of the company. In reaching these decisions, an
employee should not be influenced by personal or family considerations, which might consciously or
unconsciously affect his/her judgment as to what is in the best interest of the company.

There is a possible conflict of interest if an employee has any personal or family interest, financial or
otherwise, in any other organization, which might profit:
 From decisions made by him/her in execution of his/her company responsibilities:
Or,
 From his/her knowledge of the company’s actions or plans.

Possible “Personal Business” should not be handled by employee in such a way that may be perceived by
others as an implication of company support by whatever position the employee is taking. “Personal
Business” refers to those activities, which are essentially of interest to the employee, not to the company.

1.1 Conflict of Interests - Basic Principle:

The basic principle of this policy is that: No employee, because of his/her own or family interests, should
be in a position in which that his/her decisions may be influenced by anything other than the best
interests of the company, nor should such decisions even appear to be subject to any conflicting
influence or interests.
a. Each employee has an ongoing responsibility to voluntarily disclose any potential conflict of interest so
that the company can follow its established procedures to make a determination as to whether or not an
actual conflict exists and whether it is material.
b. Potential conflicts should be promptly reported whenever they arise. Employees should not wait until an
annual compliance questionnaire is distributed.
c. Proper disclosure will protect the employee and the review by higher management will either neutralize
the conflict or call for some other means of resolving it.
d. Employees must disclose to their line managers and to the head of Human Capital Division in their
business any conflicts of interest. Disclosure must take place as soon as the employee identifies that
may be a conflict of interest and, whenever possible, before the employee engages in the conduct in
question. Newly hired employee specifically must disclose all conflicts of interest during the hiring
process so they can be discussed with the hiring manager.

1.2 Explanatory Guidelines:

Few guidelines for the application of the policy are suggested below. Each employee should apply these
guidelines to his/her own situation, bearing in mind the basic principle to be served by this policy as
explained above:
1.2.1 Investment:
As a general rule, no employee or his/her immediate family should have any ownership or profit interest in
a competing firm, or in any firm of supplier or customer with whom he/she deals in his/her employment. A
nominal or portfolio investment in a listed firm or a small indirect ownership via investment fund would
normally not represent a conflict of interest provided it would not affect the employee’s efforts on behalf of
the company.
For example:
 An employee who is involved in or closely related to the purchase of any commodity for the company
should not personally trade in that commodity.
 An employee or family investment in a supplier may also pose a conflict if the employee, though not
involved in company’s dealings with that firm, can nevertheless influence the firm’s actions.
1.2.2 External Employment or Personal Business Activity:
Employees must not have any kind of paid or unpaid engagement with Savola Foods business partner or
competitor. Employees are expected to give their full-time best efforts to the company. No employee should
have any outside business interest which diverts a significant amount of his/her time or attention from his/her
duties and responsibilities to the company, or which otherwise acts to the disadvantage of the company.
1.2.3 Employment of Relatives:
Company may allow the recruitment of qualified relatives of an employee if they are qualified for the position,
and considered on merit among all other candidates. Conflict of Interest may arise when an employee is
involved in his/her relative candidate’s selection at time of recruitment. It also may arise when an employee
– after recruitment or at any point of time during his/her career – is allocated within the same department
where his/her relative employee is working as Head of Department (BLT), MOR or Line
Manager/Supervisor. This should be avoided by early disclosure to the company from both sides and by HC
Division acting accordingly in line with guidelines of this policy. It is important to adhere to the following:
 Relatives are: Father, Mother, Son, Daughter, Brother, Sister, Uncle, Aunt, Grandfather, Grandmother,
Grandchildren, Husband or Wife, Sons, Daughters of direct aunt or uncle, Nephews, Nieces, Brothers-
in-law, Sisters-in-law, Mother or father of the husband, Sons-in-law, Daughters-in-law and Cousins.

2.0 OUTSIDE BOARD /COMMITTEE MEMBERSHIP:

Savola Foods Employee must not serve as board member, advisory committee member, official consultant
or any similar role of another business/ government enterprise without prior written approval of Savola Foods
CEO.

3.0 ENTERTAINMENT/GIFTS:
Entertainment and gifts from customers, suppliers and any other external parties (in the form of cash or
cash equivalents e.g., stocks, gift certificates, discounts, commission, service, or other favor) should never
be accepted by the employees where any obligation could be expected by either parties. If lunch or dinner
meetings are deemed desirable for business reasons, company representatives should on appropriate
occasions offer to bear the expense. Regular promotional items distributed in mass to employees, i.e. New
Year calendars, pens (reasonably priced - not to exceed value of 50 SAR) and desk tools do not fall under
this policy. In case the employees have received any mailed gifts, employee should handover the gift to the
Head of HC Division to take the right action.

4.0 BUSINESS ACTIVITIES OF RELATIVES OR CLOSELY RELATED PERSONS:

If an employee has a relative/ closely related person who is an employee and/or owner of customer, supplier
or competitor, it is inappropriate for the employee to participate in decisions with respect to company’s
business relationship with that firm. It is also inappropriate for the employee to discuss any confidential
company activity with such persons or expose them to any confidential company documents or materials.
These explanatory guidelines highlight the principle areas in which company personnel are likely to
encounter a conflict of interest. If an employee discloses or is discovered to have a conflict or potential
conflict, it should be handled in accordance with this policy statement and its procedures in effect for
disclosure and review.
“Closely related persons” are the employee family members, or friends with whom the employee has an
intimate relationship.
5.0 OUTLINE OF PROCEDURES:
5.1 Role of Line Manager:

a. Annually, preferably in January, instructions will be issued requiring every supervisor/manager to

communicate the company’s conflict of Interest Policy to employees reporting to him/her. As a part of
such circulation, supervisors/managers should be required to advice as to the existence of any possible
conflict (whether new or previously reported). The subject should also be reviewed with administrative,
technical, and other employees who are in decision-making position with potential for conflict of interest
situations.
b. Any possible conflict of interest reported to a supervisor/manager as a result of this annual review should
in turn be reported to the HRBP and BU GM. In order to save time and ensure consistent handling, a
standard conflict of interest disclosure Form will be used to report possible conflicts of interest.
c. After the case is reviewed by Human Capital Division and Legal Department and feedback/corrective
action is presented, the employee will be notified of the company’s position and a copy of the report
placed in his/her personal file. The supervisor/manager will be responsible for ensuring that the
appropriate corrective action, if any, is implemented.

5.2 Role of BU GM:

The annual compliance letter and questionnaire shall include a reference to the company’s Conflict of
Interest Policy. Each BU GM will be required to confirm that:
1. The company’s Conflict of Interest Policy was communicated to the appropriate employees following
the annual reminder distribution.

2. Possible personal conflicts of interest were reported to Company’s Legal Department for legal
concurrence or recommendation.

3. Personal file includes appropriate documentation concerning the disposition of any conflicts reported
because of the annual conflict of interest review.

6.0 BREACH OF THIS POLICY:

Breaches of this Policy will not be tolerated and can lead to disciplinary and other actions up to and including
termination of employment.

7.0 RESPONSIBILITIES AND IMPLEMENTATION:

It is the responsibility of every employee to adhere to this policy within his or her area of functional
responsibility, to lead by example, and to provide guidance to those employee reporting to him or her. All
employees are responsible for adhering to the principles and rules set out in this policy.