Conflicts of Interest Policy

1. Purpose

The purpose of this Conflict of Interest Policy (“Policy”) is to establish clear guidelines for identifying, documenting, escalating, managing, mitigating, and monitoring conflicts of interest within Teravent Limited (“Teravent” or the “Company”), a private limited company registered in the United Kingdom.

This Policy explains what constitutes a conflict of interest, provides examples relevant to Teravent’s carbon removal registry operations, and reinforces the Company’s commitment to integrity and transparency.

Teravent is committed to remaining free from conflicts of interest in order to uphold the highest standards of integrity, transparency, credibility, ethical conduct, and trust. Failure to identify and properly manage conflicts of interest can create significant risks for Suppliers, Employees, Buyers, and the Company. These risks include reputational damage, loss of client confidence, reduced client retention, regulatory consequences, and potential legal exposure.

2. Scope

This Policy applies to all Teravent staff, contractors, and board observers (collectively, “Individuals”), as well as all duly appointed directors (“Directors”, and each a “Director”) of the Board of Teravent (the “Board”).

For clarity, Under the Conflict of Interest Policy - Sections 5.1 to 5.3 apply to all Individuals (excluding Directors) and Section 5.4 applies only to Directors.

3. Definition of Conflict of Interest

A conflict of interest arises when a person or entity has competing interests, and serving one interest may be detrimental to another. In the context of Teravent, a conflict of interest (“Conflict of Interest”) may arise when an Individual’s personal, financial, or external interests interfere, or appear to interfere, with the integrity of Teravent’s carbon removal registry operations.

Some Conflicts of Interest are legally prohibited, while others may be permissible if properly managed. Both actual conflicts and potential conflicts fall within the scope of this Policy. Some conflicts are ongoing and require continuous management; others may arise in connection with a particular event or transaction.

4. Identification of Conflicts of Interest

Within Teravent’s registry ecosystem, Conflicts of Interest may arise in various situations where personal, financial, or organisational interests could improperly influence, or appear to influence, decisions or actions. Examples include, but are not limited to:

• Individuals holding a personal or financial interest in a supplier whose carbon removal activities are being registered or credited within the Teravent Registry. Such interests may compromise, or be perceived to compromise, the objectivity of assessments, recommendations, or decisions.
• Individuals holding interests in buyers who purchase carbon removal credits from suppliers and pay registry fees to Teravent. These relationships may create incentives that could distort fair treatment, transparency, or neutrality in registry processes.
• Individuals maintaining interests in a Validation and Verification Body (“VVB”) appointed by Teravent to audit or verify a supplier's carbon removal claims. Such dual interests may influence, or appear to influence, the independence and rigour expected of the verification process.
• Individuals holding roles or influence in other organisations operating within the carbon removal ecosystem, such as in credit generation, procurement, verification, management, or trading. These overlapping roles may create competing loyalties or compromise impartiality in registry related decisions.

These situations may affect Teravent’s ability to operate with full integrity and objectivity, and therefore must be declared, assessed, and managed appropriately.

5. Responsibilities

5.1. Individuals

All Individuals (excluding Directors) at Teravent are required to proactively identify, declare, and manage any Conflicts of Interest. This obligation arises both upon joining the organisation and, for existing staff, promptly after receiving this Policy.

Declarations of Conflicts of Interest must be submitted to the Individual’s Supervisory Manager, who will review the information and recommend a Mitigation Plan where necessary. The proposed Plan is then submitted to the Executive Committee for formal approval.

The primary goal of any Mitigation Plan is to eliminate conflicts wherever possible. Where elimination is not feasible, the Plan should focus on mitigating the conflict to ensure the Individual can carry out their duties without compromising Teravent’s interests. At a minimum, this should include recusal from decisions in any external organisation in which the Individual has a relevant interest. In cases where recusal is impractical, additional measures, such as relinquishing the conflicting interest may be required.

Individuals must also:

• Comply fully with this Policy and any supporting procedures.
• Act with integrity, sound judgment, independence, and objectivity in all professional activities.
• Avoid situations where personal financial interests, family or close personal relationships, or involvement with external entities (including suppliers, partners, or customers) could create a Conflict of Interest.
• Refrain from influencing the employment conditions of closely affiliated individuals (e.g., family members or close associates) to prevent conflicts arising from such relationships.
• Safeguard confidential or proprietary information and avoid misuse.
• Respect all confidentiality obligations at all times.
• Promptly report any new, potential, or actual Conflicts of Interest in writing to their Line Manager.

5.2. Supervisory Managers

Supervisory Managers are accountable for overseeing and managing Conflicts of Interest declared by their team members. Their responsibilities extend beyond their own compliance with section 5.1 and include fostering a culture of ethical conduct and transparency.

Specifically, Supervisory Managers must:

• Allocate responsibilities to minimise exposure to potential conflicts wherever possible.
• Proactively identify, document, and mitigate any perceived, potential, or actual Conflicts of Interest within their teams.
• Assess reported conflicts and determine whether a genuine conflict exists.
• Develop proposed Mitigation Plans for any identified conflicts and escalate these promptly to the Executive Committee (or, where appropriate, the Chief People Officer or Board) for endorsement or revision.
• Implement the approved Mitigation Plan and monitor ongoing compliance. If breaches occur, assess their severity, intent, and history, and take appropriate corrective action—ranging from formal warnings for minor first-time breaches to dismissal in cases of serious or repeated violations. The Executive Committee or Board must be informed of all breaches and planned actions.
• Maintain comprehensive records of all declared Conflicts of Interest and review these at least annually, or more frequently if necessary, to ensure continuous compliance.

5.3. Committee Members and Individuals with Governance Responsibilities

Committee Members (excluding Directors) and those holding governance roles at Teravent carry heightened responsibilities due to their influence over decision-making and organisational strategy.

They must:

• Comply with all obligations outlined in sections 5.1 and 5.2.
• Act in Teravent’s best interests, ensuring that their decisions are free from undue influence or bias caused by Conflicts of Interest.
• Champion the communication and implementation of policies, procedures, and expectations for identifying, escalating, and managing Conflicts of Interest.
• Take a holistic and organisation-wide view when identifying potential or emerging conflicts, evaluating their significance, and determining appropriate resolution steps.
• Regularly assess the effectiveness of conflict management controls and take corrective action when needed.
• Identify and disclose any Conflicts of Interest arising from their own roles and ensure material conflicts are documented, escalated, and managed appropriately by the Executive Committee or Board.
• Recuse themselves from discussions or votes on matters in which they have a Conflict of Interest.
• Avoid engaging in any business activities that compete with Teravent without prior approval from the Executive Committee or Board.
• Refrain from representing Teravent in transactions involving themselves or entities they represent unless expressly authorised.
• Maintain accurate and up-to-date disclosures for the duration of their governance role.

5.4 Board of Directors

The Directors of Teravent hold the highest level of fiduciary responsibility and are entrusted with safeguarding the integrity, transparency, and long-term interests of the organisation. They must continuously identify, manage, and mitigate Conflicts of Interest, ensuring that their decisions are independent, objective, and aligned with Teravent’s mission, values, and statutory obligations.

Directors are expected to lead by example, promoting a culture of ethical conduct, accountability, and transparency across the organisation. Their responsibilities include:

• Acting in the Best Interests of Teravent: Directors must prioritise the organisation’s objectives above personal, financial, or external interests. Every decision should be guided by Teravent’s strategic goals, legal obligations, and ethical standards. Directors are accountable for ensuring that their actions and decisions do not compromise the integrity of Teravent or create the perception of bias or undue influence. Director should act in compliance with the statutory and fiduciary duties in force from time to time that are applicable to a Director of a private limited company incorporated in England and Wales (including but not limited to the general duties of a Director set out in sections 171 to 177 of the Companies Act 2006 (as amended, supplemented, consolidated or re-enacted from time to time));
• Declaring Relevant Interests: Whenever a situation arises that may give rise to a Conflict of Interest (“Relevant Interest”), Directors are required to disclose the nature and extent of the conflict promptly. Declarations must be made during a Board meeting or submitted formally in writing to the other Directors. Directors must keep these declarations accurate and up to date throughout their tenure, ensuring transparency in all matters affecting their decision-making.
• Abstaining from Influence and Decision Making: Once a conflict has been declared, the Interested Director must be restricted from influencing discussions or participating in votes relating to that conflict. Other Directors are responsible for enforcing this restriction and may apply additional conditions or safeguards as deemed appropriate by the Board or shareholders.
• Interested Director: An Interested Director must clearly disclose the nature and extent of any Relevant Interest. This disclosure should be made either during a Board meeting or in writing to the other Directors. The Interested Director is responsible for keeping this declaration up to date at all times during their tenure to ensure it remains accurate and reflects any changes in circumstances. The remaining Directors have a duty to ensure that the Interested Director does not participate in, influence, or vote on any Board or Committee resolution that relates to the Relevant Interest. In addition, the Board may impose other conditions or limitations on the Interested Director to protect Teravent’s integrity and decision-making processes. Such measures are designed to maintain fairness, transparency, and compliance with Teravent’s articles of association.The Interested Director must recuse themselves from any discussions, deliberations, or decisions related to their Relevant Interest. They are also required to comply with any additional restrictions or conditions imposed by the Board to prevent any actual or perceived conflict from affecting Teravent’s operations.
• Recusing Themselves from Deliberations: Directors with a conflict must remove themselves from any discussions, decision-making processes, or voting related to the Relevant Interest. They must comply with any additional measures imposed by the Board or shareholders, ensuring that the organisation’s governance remains impartial and unbiased.
• Identifying and Documenting Conflicts: Directors must actively monitor their areas of responsibility and maintain awareness of emerging situations that could create a conflict. All actual or potential Conflicts of Interest should be recorded accurately, comprehensively, and promptly. This ensures that the Board has full visibility of matters that could affect decision making or organisational integrity.
• Assessing and Managing Mitigation Plans: Directors are responsible for evaluating proposed mitigation strategies for conflicts and determining the most effective steps to eliminate, reduce, or manage them. They must ensure that mitigation measures are consistently applied across all divisions and functions of Teravent.
• Overseeing Conflict Management Controls: Directors must ensure that robust conflict management systems are in place, regularly reviewing their effectiveness and recommending improvements as necessary. These controls safeguard Teravent from risks arising from conflicts and reinforce ethical and transparent decision-making.
• Promoting Communication and Policy Implementation: Directors are expected to support and promote the organisation’s Conflict of Interest policies and procedures. They must ensure that expectations are communicated clearly to all staff and governance members, fostering a culture of transparency, accountability, and ethical conduct throughout Teravent.

By fulfilling these responsibilities, Directors uphold the trust placed in them, strengthen the organisation’s governance framework, and ensure that Teravent operates in a fair, transparent, and ethically responsible manner.

6. Procedures for Managing Conflicts of Interest

Teravent will use the following procedures to manage Conflicts:

• Training: Regular internal training to raise awareness of potential conflicts in the carbon removal registry context and provide guidance on prevention and mitigation.
• Review & Assessment: Line Managers (or the Chief People Officer or Board, where appropriate) will review disclosures and assess their nature, severity, and potential impact.
• Conflict Resolution: Appropriate measures—such as recusal, project reassignment, or disqualification—will be implemented.
• Documentation: All disclosures and actions taken will be recorded.
• Monitoring: Management and governance bodies will periodically assess the effectiveness of conflict management controls.

7. Annual Review

This Policy will be reviewed annually by the Chief Executive Officer to ensure continued relevance and effectiveness. Amendments will follow discussion at the Executive Committee and, where appropriate, review by the Board.

8. Reporting Violations

Individuals who become aware of violations or potential violations must report them promptly to their Supervisory Manager, or, if inappropriate, to the Chief People Officer or the Board.

9. Consequences of Non-Compliance

Failure to comply with this Policy may result in disciplinary action, up to and including termination of employment or contract, and may also result in legal action if warranted.