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CONFLICT OF INTEREST

Board Process Memorandum for Managing Conflicts

1. This board memorandum aims to set out the process by which the board of directors of the Company (the “Board”) will manage any conflicts of interest that arise in respect of any of its members.

2. The preauthorisation resolutions authorise certain situations of conflict. The Board still needs a process in place to deal with circumstances where these conflicts occur so that the interests of the Company remain safeguarded.

3. A director who finds himself either:

A. in a position where he has a direct or indirect interest that conflicts with the Company’s interests; or

B. in a position where it is probable (i.e. in the director’s view, more likely than not) that a conflict will arise between his interests (both corporate or personal) and the Company’s interests, must disclose as soon as reasonably practicable (but in any event within one business day of becoming aware of the matter) to the Company Secretary the fact that there is a conflict of interest or that it is probable that such a conflict will arise. Such disclosure must be made regardless of whether the conflict is something that falls within the preauthorisation resolutions or otherwise. Upon such disclosure, the Company Secretary will record the conflict, the date of disclosure and the conflicted matter.

4. If a disclosed conflict comes to an end, the director should inform the Company Secretary of that fact immediately.

5. A director is only required to disclose the fact that an actual conflict or a probable conflict has arisen by disclosing to the Company Secretary the matter in relation to which his conflict of interest arises. It is not necessary for a director to disclose the precise details of the conflict although he may do so if he believes that it is appropriate (bearing in mind any duty of confidentiality that he may owe a third party).

6. If a director chooses not to disclose the details of a conflict then the Board will exclude that director from discussions and receipt of papers in respect of the conflicted matter.

7. On the other hand, if a director chooses to disclose sufficient details of a conflict to enable the Board to make an informed decision, the Board will then decide on an appropriate way to take the matter forward. In cases where the precise details of the conflict has been disclosed, it is up to the Company Secretary (having sought professional advice where necessary) to advise the Board whether a particular conflict falls within the pre-authorisation resolutions or otherwise. Depending on the nature of the conflict and the particular facts of each case, the Board’s response may range from allowing the director to continue participating in board discussions concerning the conflicted matter (if the non conflicted directors decide that doing so would promote the success of the Company) to excluding that director from Board discussions and from receiving Board papers on the conflicted matter entirely.

8. The directors should note that the passing of the pre-authorisation resolutions and/or any Board decision to allow a director to continue participating in Board discussions concerning a conflicted matter does not of itself release a director from complying with the other directors’ duties imposed by law. In particular, the duty to promote the success of the Company will need to be observed at all times regardless of the existence of a preauthorisation resolution or otherwise.

9. A director must notify the Board, immediately via the Company Secretary, if conflicts of interest arise that are different from those conflicts that are authorised by the preauthorisation resolutions (examples of possible events giving rise to conflicts are set out in the Appendix).

10. The directors should, so far as practicable, use all reasonable endeavours to ensure that with regards to the other directorships that they may hold, they are subject to a “conflicts of interest” regime that is consistent with the Company’s. For example, in relation to confidential information, a director should not be required to disclose any confidential information of the Company to any other company of which he is also a director.

11. The Board will conduct an annual review of the conflicts disclosed to the Board during the preceding 12 months in order to identify any necessary changes to these procedures in the light of the conflicts disclosed.

BOARD

Members of the Board

Sir George Iacobescu CBE

A Peter Anderson II

Richard Archer

Clifford Bryant

Eugenio Caruso

Howard Dawber

Ian Ferguson

John Garwood

Philip Gullett

Christopher Henderson

Anthony Jordan

Russell Lyons

Camille Waxer

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Sir George Iacobescu CBE is a Civil and Industrial Engineer and the Chairman and Chief Executive Officer of Canary Wharf Group, the owners and developers of the Canary Wharf estate in London Docklands. He is one of the most successful Romanian born business leaders in the world, and has been responsible for the construction and development of many landmark buildings in the UK, Canada and the United States.

Early life

Sir George was born on 9 November 1945 in Romania. His grandfather was a lawyer and newspaper publisher, and his father was a well-known doctor haematologist. Sir George studied Civil and Industrial engineering at Bucharest University. From 1969 to 1975 he worked as a structural engineer in Romania but was determined to leave the country, then under the control of Nicolai Ceausescu’s Communist Party.

In 1975 Sir George left Romania and emigrated to Canada, escaping through the Iron Curtain by contacts in the West. His fiancée Gabriela joined him after Sir George lobbied hard to get her out of Romania.

On arrival in Canada, Sir George started work in the property industry, rising to become the head of construction on some of the most famous landmark buildings in North America.

Career in North America

From 1975-1978 Sir George was Construction Director of Homeco Investments, a German-Canadian Joint Venture in Montreal and Toronto, working on several large residential and office buildings.

In 1978 he joined Olympia & York, taking on a series of large construction projects for the company which was rapidly expanding from it’s Canadian base.

From 1978-1981 he was responsible for the construction of the Olympia Centre in Chicago, a 64 storey skyscraper, as well as the construction of Granicor; the first modern granite factory in North America, in Quebec.

From 1983 – 1987 he was the Construction Director, and then Vice President, of Olympia & York, in New York, where he was responsible for the construction of the World Financial Centre, 4m sq ft Headquarters of Merrill Lynch.

Canary Wharf

In 1988 Sir George came to London as a Senior Vice President of Olympia & York, to oversee the construction budget and delivery of the ambitious Canary Wharf project.

Sir George stayed with the Canary Wharf project when Olympia & York went into administration in 1991 and worked as Construction Director under the Chairmanship of Lord Levene. When the Canary Wharf Group was formed in 1995 he became a Board member and then in 1996, Deputy Chief Executive.

In 1997 he became the Chief Executive of Canary Wharf Group. He additionally became Chairman in 2011.

At Canary Wharf Sir George has participated in the development and construction of more than 15m sq ft in 35 buildings including: One Canada Square, the second tallest office building in the UK; 8 Canada Square the global HQ of HSBC Bank; 25 Canada Square the European HQ of Citibank; One Churchill Place the global HQ of Barclays Bank; 10 Upper Bank Street, the global HQ of Clifford Chance; and the UK or European HQ buildings for Credit Suisse, Morgan Stanley, KPMG, McGraw Hill, Fitch, the Financial Services Authority and Thomson Reuters.

Following this was the successful creation of the Wood Wharf Partnership with British Waterways and Ballymore to develop a 4.6m sq ft site adjacent to Canary Wharf. From 2007 onwards the Canary Wharf Group expanded outside of its Docklands base into the City of London and then the South Bank. This move into other areas of London included joint venture developments Drapers’ Gardens with Morgan Stanley’s MSREF and the Walkie Talkie building at 20 Fenchurch Street with Land Securities, and recently the redevelopment of the Shell Centre with Qatari Diar.

Charitable activity

Sir George is a member of the Board of Trustees of the British Museum, Vice Patron of the Royal British Society of Sculptors and a Companion of the Chartered Management Institute. He is also Patron of Jewish Care and the Community Safety Trust and has been involved as a trustee, patron or board member of several other charities.

He was founding Co-Chairman of Teach First and a key early supporter of the charity, as well as a Director of business lobby group London First, and a Director of inward investment agency Gateway to London. He is on the Advisory Board of Financial Services organisation TheCityUK.

In 2010, Sir George was appointed by the Secretary of State for Defence to the Defence Reform Unit charged with the restructuring of the Ministry of Defence. The Unit made wide-ranging recommendations to the Government in 2011, many of which are already being implemented.

Sir George holds an Honorary Doctorate of Business Administration from the University of East London and was made a CBE by Her Majesty the Queen in 2003 and named in the New Years Honors List in 2012.

Since Sir George became Chief Executive in 1997, the Canary Wharf Group has extended it’s charitable activity with some considerable achievements. The creation of a Local Business Liaison Office to help local companies secure contracts at Canary Wharf has, over 14 years, placed more than £700m with local SMEs.

From a low starting point, the number of people employed on the Wharf from the surrounding boroughs has increased to around 25% of the total, with direct and indirect employment in east London supported by Canary Wharf estimated at more than 180,000 jobs. Initiatives to further promote local employment have been the creation of a joint venture Recruitment and Training Centre for the London Borough of Tower Hamlets, and a scheme working with local training providers and construction union UCATT to provide skills and IT training to construction workers.

Canary Wharf Group has provided rent-free office accommodation for a number of charities, such as Medicins du Monde and Teach First, enabling them to expand or develop new projects, and hosts a large number of events every year for the local community, as well as an active programme of sponsoring local schools, community groups and sports teams.

The Group has also implemented the creation of an extensive and expanding public art and events programme, including regular exhibitions and permanent installations of sculpture and art. This won Canary Wharf Group the prestigious Christies International Award for best Corporate Art Collection and Programme in 2011. The estate also hosts a large number of events, ranging from squash tournaments to open air orchestral concerts, many of which are free to attend.

ANTI-CORRUPTION AND BRIBERY

This document sets out the policy of Canary Wharf Group plc and its group of companies (the “Group”) in relation to bribery and corruption (“the policy”). The Policy covers all staff employed by the Group (permanent, temporary and contractors) (“Staff”) within all areas and functions. It may be amended by the Group from time to time.Commitment to bribery and corruption prevention:

(i) The Group adopts a strict approach to maintaining high standards of finance, business principles and ethics. The Group recognises the damage that fraud, bribery and other corrupt practices (together “Corruption”) can cause, not only to the financial standing of the Group but also to its reputation which it sees as a valuable asset.

(ii) The Group does not tolerate Corruption. Compliance with the Policy is mandatory. Breaches will be regarded as a serious matter by the Group and dealt with under the disciplinary procedure. Serious cases may be treated as gross misconduct and lead to summary dismissal.

(iii) The Canary Wharf Group plc board of directors (the “Board”) and all management within the Group are committed to the prevention of Corruption and to maintaining a culture in which it is never acceptable at any level.

(iv) The Group, Board and management are prepared to forego contracts rather than to pay bribes.

(v) All directors and Staff are required to act in a manner which seeks to ensure that the objectives of the Policy are achieved.

(vi) Details of how to report suspected bribery are available in the Whistle-blowing policy. Reporting is actively encouraged. No employee will suffer demotion, penalty or other adverse consequences for reporting a concern in good faith relating to bribery or for refusing to pay bribes, even if such report or refusal may result in the Group losing business.

All Staff are required to act with honesty and integrity at all times and to safeguard Group resources for which they are responsible. Staff must not engage in any activities which involve bribery, whether active or passive.

The prevention, detection and reporting of Corruption is the responsibility of all Staff with any suspicions being reported in line with the Whistle-blowing policy.

The Policy applies to the Group which also seeks to apply it to associated companies and joint ventures; third party contractors and service providers.