Related Party and Conflicts of Interest Policy

COMMITMENT TO COMPLIANCE

Bounty Brands Holdings plc (“Bounty Brands”) and its subsidiaries are committed to complying with the related party transaction and conflicts of interest requirements / best practices contained in the Companies Act 2006, the UK and South Africa Listing Rules and governance codes, and International Financial Reporting Standards as applicable; and

This policy will be reviewed by the Board as necessary to ensure that it remains relevant and appropriate and to make any changes necessary in light of evolving regulation / legislation or the requirements of the Bounty Brands group.

PURPOSE & SCOPE

The purpose of this policy is to:

  • record Bounty Brand’s commitment to complying with all related party transaction and conflict of interest requirements under the afore-mentioned rules / codes;
  • set out a framework for obtaining approval for all related party transactions and conflicts of interest; and
  • establish a clear process to comply with Bounty Brand’s related party transaction and conflicts of interest obligations.

The policy applies to all related parties of Bounty Brands Holdings plc and its subsidiaries (“Bounty Brands Group”).

POLICY

In summary, unless an exemption applies, all related party transactions must be:

  • notified to the Company Secretary of Bounty Brands prior to their execution;
  • approved by the Board if necessary;
  • approved by the shareholders of Bounty Brands if necessary.

For the purposes of this policy, the definition of a ‘related party’ and ‘related party transaction’ is that contained in Chapter 11 of the UK Listing Rules and Chapter 10 of the Johannesburg Stock Exchange’s Listing Rules, and any other person or entity whose relationship with Bounty Brands or a member of the Bounty Brands Group is, in the opinion of the Board, such that this policy should apply to that person or entity.

Exceptions

Bounty Brands is not required to obtain shareholder approval for certain related party transactions where reliance is placed on one or more exemptions set out in Listing Rule 11.1.6 of the UK Listing Rules,and/orListing Rule 9.1 (c) and (d) of the Johannesburg Listing Rules (see Appendix XX)

If there is any doubt as to whether a particular person or entity is a related party of the Bounty Brands Group for the purposes of this policy, the matter should be referred to the Company Secretary who will refer it for decision by the Board if necessary. The Board will in its sole discretion, with the advice of the Company Secretary, determine whether an exemption applies to a transaction.

Dealing with Related Party Transactions

Where a member of the Bounty Brands Group proposes to enter into a transaction with a related party, full details of the proposed transaction should be made to the Company Secretarypriorto any transactions being entered into. Such disclosure should include the following information:

  • full details of the proposed transaction, including the parties and the nature of their relationship (that is, why they are or might be considered to be related parties);
  • whether an exception to the requirement to obtain shareholder approval applies or may apply;
  • why the exception (if any) applies to the proposed transaction; and
  • any other information appropriate or necessary in the circumstances for the Board to determine whether the arm’s length or any other exception applies.

The Company Secretary will compile the information provided, and include an item in the agenda for the Board to consider the proposed transaction at the next Board meeting.

Where the Board determines that the proposed transaction is subject to anexception such that shareholder approval is not required, it may approve the proposed transaction on terms it considers appropriate.

Where the Board determines that the proposed transaction is not subject to any exception (or is subject to an exception but that shareholder approval should nevertheless be obtained) it may approve the proposed transaction subject to shareholder approval (where applicable) and will call a meeting of shareholders to be held to consider and, if thought fit, approve the proposed transaction.

Conflicts of Interest

Any person who has a conflict of interest in the outcome of a proposed related party transaction must disclose that interest to the Company Secretary, who will notify the Board.The interested person must not participate in the decision-making process in relation to the proposed related party transaction.

All individuals appointed as directors of Bounty Brands will be asked to make a Declaration of Interests when they join the Board. Any conflict arising thereafter must be disclosed to the Board for approval.

If the conflict relates to a contract, transaction or other arrangement, the interest should be declared to the Board at the relevant board meeting prior to the company entering into the contract and the interested director will recuse themselves from the consideration of, and vote by uninterested members of the Board on, the proposed transaction.

If the conflict relates to the directorship of an external board, any specific conflict which may arise between the interests of the Company and those of the external company should be disclosed to both companies.

Documentation and Disclosure

The Company Secretary will keep a record of all related party transactions.

Details of related party transactions will be disclosed in each annual report issued by Bounty Brands in accordance with International Financial Reporting Standard IAS24, and in the accounts of the relevant member of Bounty Brands Group where necessary under applicable local accounting standards.