Sports Global Group Plc
Board approved: 10th of August 2026
Last reviewed: 1st of August 2026
1. Purpose
Directors, employees and representatives of Sports Global Group Plc must act in the best interests of the Group when conducting Group business.
A conflict of interest can arise where a person's private, financial, professional or other interests interfere, or could reasonably appear to interfere, with their duties to SGG.
This Policy establishes procedures for identifying, declaring and managing such conflicts.
2. Scope
This Policy applies to:
• Directors;
• officers;
• employees;
• consultants;
• representatives; and
• other persons where their role gives rise to a material potential conflict.
Directors are also subject to their statutory duties under the Companies Act 2006 and the Company's Articles of Association.
3. General Principle
Individuals must not use their position with SGG:
• to obtain an improper personal benefit;
• to benefit a connected person improperly;
• to divert corporate opportunities;
• to favour another business in which they have an interest; or
• in circumstances where their personal interests improperly influence Group decision-making.
4. Examples of Conflicts
A conflict may arise where an individual:
• owns or has an interest in a supplier, customer or competitor;
• receives financial benefits from a counterparty;
• has a close family relationship with someone involved in a commercial decision;
• participates in an acquisition in which they have a personal interest;
• directs Group business towards a connected party;
• undertakes outside business activities competing with SGG;
• uses confidential information for personal benefit;
• accepts gifts or hospitality capable of influencing judgement;
• recruits, manages or remunerates a close relative without disclosure;
• holds multiple directorships giving rise to competing duties; or
• exploits a business opportunity identified through their role with SGG.
5. Directors' Duties
Directors must comply with applicable statutory duties, including the duty to avoid situations in which they have, or may have, a direct or indirect interest that conflicts or may conflict with the interests of the Company.
Where the Company's Articles permit Board authorisation of a Director conflict, any authorisation must be obtained in accordance with the Articles and applicable law.
The interested Director should not participate in the relevant decision where applicable.
6. Disclosure
Potential or actual conflicts should be disclosed as soon as they arise.
Directors should disclose conflicts to the Chairman and Company Secretary or other designated corporate-governance contact.
Employees should normally disclose conflicts to their line manager and, where material, to senior management or the designated compliance contact.
Disclosure should include sufficient detail to allow the conflict to be properly assessed.
7. Register of Interests
SGG may maintain a Register of Directors' and Senior Management Interests recording:
• external directorships;
• material shareholdings;
• significant business interests;
• relevant connected-party relationships;
• declared conflicts; and
• authorisations or controls imposed.
The register should be reviewed periodically.
8. Managing Conflicts
Depending on the circumstances, a conflict may be managed by:
• disclosure;
• abstention from discussion or voting;
• exclusion from confidential information;
• independent review;
• alternative procurement or approval arrangements;
• reassignment of responsibilities;
• Board authorisation;
• disposal of an external interest; or
• withdrawal from the relevant activity.
9. Related-Party Transactions
Transactions involving Directors, senior management, significant shareholders or connected persons require particular care.
They should:
• have a legitimate commercial rationale;
• be conducted on appropriate terms;
• be properly documented;
• be approved by persons without the conflict where required; and
• comply with applicable legal, accounting and corporate-governance requirements.
10. Corporate Opportunities
No Director or employee should appropriate for personal benefit a business opportunity which properly belongs to SGG without prior disclosure and appropriate authorisation.
This includes opportunities discovered through:
• Group information;
• Group property;
• customers;
• suppliers;
• acquisitions;
• licences;
• partnerships; or
• the individual's position within SGG.
11. Gifts and Hospitality
Gifts or hospitality capable of creating an actual or perceived conflict must be disclosed and dealt with in accordance with the Anti-Bribery & Corruption Policy.
12. Confidentiality
Confidential Group information must not be used to advance personal interests or those of another organisation.
13. Annual Declarations
The Board may require Directors and specified senior executives to make an annual declaration of interests and confirm any changes during the year.
14. Failure to Disclose
Knowingly failing to disclose a material conflict may result in disciplinary action or other appropriate measures.
For Directors, failure to manage conflicts appropriately may also constitute a breach of statutory or fiduciary duties.
15. Board Oversight
The Board is responsible for ensuring that material conflicts are appropriately identified, authorised where permissible, documented and managed.
The overriding principle is that decisions should be made in the interests of Sports Global Group Plc rather than the personal interests of any individual decision-maker.