Conflict of Interest Policy

Adopted by the Board of Directors on July 13th, 2026. Effective date: July 13th, 2026.

1. Purpose

The purpose of this Conflict of Interest (“COI”) Policy is to ensure that decisions of Lanfrica Labs (the “Corporation”) are made in the best interests of the Corporation and its mission, and to provide a transparent framework for identifying, disclosing, and managing actual, potential, or perceived conflicts of interest.

This policy is intended to manage conflicts appropriately, not to prohibit relationships or affiliations that are common and expected within the Corporation’s ecosystem.

2. Scope

This policy applies to:

• Directors of the Corporation;
• Officers of the Corporation;
• The Executive Director; and
• Members of Board committees.

3. Definition of Conflict of Interest

A conflict of interest arises where an individual’s personal, professional, financial, or organizational interests could reasonably be perceived to influence their judgment, decision-making, or actions on behalf of the Corporation.

Conflicts may be:

• Actual (currently exists),
• Potential (may arise in the future), or
• Perceived (could reasonably be viewed as a conflict by an external observer).

4. Disclosure Obligations

4.1 Initial Disclosure

Each Director and Officer shall disclose any actual, potential, or perceived conflicts of interest upon appointment and annually thereafter.

4.2 Ongoing Disclosure

Any conflict arising during the term of service must be disclosed promptly to the Board.

4.3 Form of Disclosure

Disclosures may be made orally at a meeting and shall be recorded in the minutes, and/or through a written declaration maintained by the Corporation.

5. Management of Conflicts

5.1 Recusal from Decision-Making

A Director or Officer who has a conflict of interest with respect to a specific matter shall:

• disclose the nature of the conflict;
• abstain from voting on the matter; and
• recuse themselves from decision-making on that matter.

5.2 Participation in Discussion

Where appropriate and at the discretion of the Board, a conflicted individual may participate in factual discussions or provide contextual information, provided that:

• they do not attempt to influence the decision; and
• they do not participate in the final deliberation or vote.

5.3 Quorum and Voting

A conflicted Director shall not be counted for the purpose of voting on the conflicted matter. Quorum shall be assessed in accordance with the by-laws and applicable law.

6. External Affiliations and Funding Relationships

6.1 Affiliated Organizations

The Corporation recognizes that Directors and Officers may hold positions in, or have relationships with, organizations that may:

• fund the Corporation;
• partner with the Corporation; or
• operate in related fields.

Such affiliations do not, in themselves, constitute a conflict of interest.

6.2 Funder-Related Conflicts

Where a Director or Officer is affiliated with an organization that is:

• issuing a call for funding proposals;
• evaluating funding applications; or
• making funding decisions affecting the Corporation,

that individual shall:

• disclose the affiliation; and
• recuse themselves from any Board decision relating to the acceptance, negotiation, or approval of such funding.

7. Executive Director and Operational Matters

The Executive Director may engage in discussions, information-seeking, and informal communications with Directors or Officers who hold roles in external organizations, provided that:

• such discussions do not involve decision-making authority on the part of the external organization; and
• any resulting conflict is disclosed and managed in accordance with this policy at the Board level.

8. Family and Related-Party Relationships

Where the Corporation enters into partnerships, contracts, or funding arrangements involving organizations with which a Director or Officer has a family or close personal relationship, such relationships must be disclosed and managed in accordance with this policy.

The existence of such relationships does not automatically prohibit such arrangements, provided that:

• the relationship is disclosed;
• the terms are fair and reasonable to the Corporation; and
• the conflicted individual recuses themselves from Board decisions relating to the arrangement.

9. Records

All disclosures and recusals under this policy shall be documented in the minutes of Board meetings or maintained in the Corporation’s records.

10. Review and Amendment

This policy shall be reviewed periodically by the Board and may be amended by Board resolution.