Governance

Business Conduct

As part of Gunvor’s ongoing commitment to responsible conduct, the Group’s governance structures and processes evolved further throughout 2025 to align with the growing scale of the business, heightened stakeholder expectations, and the increasingly complex regulatory environment applicable to global commodity trading activities. During the year, Gunvor maintained a strong focus on strengthening its compliance framework, enhancing internal oversight mechanisms, and reinforcing ethical business conduct across all operations.

The Group invested significantly in its Compliance function during 2025. As of year-end, the Compliance Department comprised approximately 40+ professionals distributed across key operational hubs, including Geneva, London, Singapore, Houston, Madrid, Tallinn and Lima. This structure supports localized expertise, enhanced oversight capabilities, and timely escalation of risks across regions and business lines. The remediation team established in Madrid remained focused on historical review backlogs and control enhancements to fully clear out the legacy backlog, while the sanctions compliance function further strengthened the Group’s response to evolving international sanctions regimes and geopolitical developments.

Gunvor also further enhanced elements of its compliance governance framework during the year. Several key internal policies and procedures were updated or reinforced, including the Anti-Bribery & Corruption framework, Anti-Money Laundering procedures, business communication requirements, and controls applicable to interactions involving Government Officials, State-Owned Enterprises (SOEs), and Politically Exposed Persons (PEPs).

The Group also refined its risk-based compliance methodology through enhancements to counterparty risk categorization and due diligence processes, enabling more targeted allocation of compliance resources to higher-risk relationships and activities.

The Group Compliance Committee (GCC) retained oversight of compliance and regulatory risk management activities during the year. The GCC reports to Board of Directors and relevant governance bodies and remains responsible for reviewing significant compliance matters, approving strategic compliance initiatives, and monitoring remediation activities.

Gunvor maintained its emphasis on fostering a culture of integrity through mandatory employee training, internal awareness initiatives, periodic audits, and ongoing monitoring activities. The “Speak Up” whistleblowing framework is available globally to employees and third parties, supporting confidential and anonymous reporting of concerns.

In addition, during 2025, Gunvor completed a management-led buy-out transaction announced publicly by the Group, further aligning ownership with the Group’s long-term management and strategic direction. The Group’s Management Board [and senior leadership structure] remained publicly disclosed on Gunvor’s corporate website and continued to oversee the Group’s global operations and governance framework.

G1-1
Business conduct policies and
corporate culture:
Code of Conduct & Ethics

The Code addresses key governance topics including anti-bribery and corruption, anti-money laundering, sanctions compliance, conflicts of interest, market conduct, whistleblower protection, human rights, health and safety, and environmental responsibility. During 2025, Gunvor further reviewed and enhanced selected

policies and procedures to reflect evolving regulatory expectations, operational risks, and lessons learned from ongoing remediation and compliance enhancement initiatives.

Particular focus during the year was placed on strengthening governance around interactions involving third parties, Government Officials, State-Owned Enterprises (SOEs), and Politically Exposed Persons (PEPs). Gunvor updated its internal controls and procedures applicable to these higher-risk areas, including revisions to its framework governing the use of brokers and external consultants, as well as enhancements to its SOE and PEP governance procedures.

The revised broker and intermediary framework further clarified approval requirements, permissible activities, due diligence expectations, and escalation obligations applicable to external service providers and consultants. The Group maintained its long-standing approach of not using third-party agents for business origination activities, while ensuring that any remaining specialized consultants remain subject to enhanced contractual safeguards, compliance reviews, and ongoing oversight.

In parallel, Gunvor strengthened its procedures governing interactions involving Government Officials, SOEs, and PEPs. These measures include enhanced due diligence requirements, mandatory compliance approvals for certain interactions, specific documentation and recordkeeping obligations, escalation procedures for higher-risk situations, and reinforced expectations regarding gifts, hospitality, meetings, and business courtesies. Employees remain prohibited from offering, authorizing, soliciting, or accepting any improper advantage in connection with business activities.

During 2025, Gunvor also modernized its Conflict of Interest (COI) declaration process through the integration of declaration workflows into the Group’s Workday HR platform. This transition replaced legacy paper-based declarations

with a centralized electronic process, allowing employees to complete, update, and certify declarations directly within the system. The enhanced process improves traceability, facilitates periodic reviews and escalations, strengthens recordkeeping, and supports a more consistent application of conflict-of-interest controls across the organization.

Key governance and ethics policies remain publicly accessible on Gunvor’s corporate website, including the Code of Conduct & Ethics, Human Rights Policy, Responsible Sourcing Policy, Modern Slavery Statement, and Speak Up Policy.

Whistleblower Protection

Gunvor maintains a global whistleblowing framework through its “Speak Up” reporting system, enabling employees and external stakeholders to report concerns confidentially and, where permitted by law, anonymously and without fear of retaliation.

Reports submitted through the secure online and telephone reporting channels are assessed and investigated independently, with findings escalated to the appropriate governance bodies where necessary. During 2025, Gunvor also progressively deployed dedicated “Speak Up” awareness and training sessions across its global employee population, reinforcing awareness of available reporting channels, anti-retaliation protections, and escalation procedures applicable to compliance concerns.

Animal Welfare

Given our core activities in commodity trading, refining, shipping, and logistics, Gunvor does not engage in operations that involve direct or indirect handling of animals. We therefore do not have an animal welfare policy, as it is not applicable to our business activities.

Public Commitments and Reporting

Gunvor strives to consistently enhance its transparency, supported by both internal governance processes and recognized frameworks. As part of these efforts, Gunvor continues to align its sustainability disclosures with the emerging standards of the ESRS as part of CSRD. This approach ensures our non-financial data – covering environmental, social, and governance (ESG) topics remains comprehensive, credible, and comparable.

We maintain an open dialogue with industry bodies and regulators, contributing to collective efforts to strengthen governance standards across the commodities sector.

G1-2
Management of relationships with
suppliers:

Gunvor maintains a centralized counterparty due diligence framework through its Counterparty Management System (CMS) which supports onboarding, screening, periodic reviews, approval workflows, and ongoing compliance monitoring across the Group.

CMS incorporates risk-based controls covering sanctions screening, adverse media reviews, beneficial ownership verification, identification of PEP and SOE connections, jurisdictional risk assessments, and escalation procedures for higher-risk counterparties and transactions.

Over the course of the last year, Gunvor further refined its risk assessment methodology and counterparty categorization model. The Group maintained a four-tier risk classification framework designed to better prioritize enhanced due diligence activities and compliance monitoring efforts. Higher-risk counterparties remain subject to enhanced review requirements, additional approvals, and more frequent reassessments.

Operationally, onboarding and periodic review activities remain separated within the Compliance Department, while dedicated remediation resources focused on historical review backlogs and data quality enhancement initiatives.

Gunvor also further strengthened its periodic review framework by reinforcing the systematic application of review cycles based on counterparty risk categorization. Enhanced governance and monitoring mechanisms were implemented to improve forward planning, tracking, and escalation of upcoming reviews, supporting the objective that due diligence reviews are performed within the applicable timelines and that higher-risk counterparties remain subject to appropriate scrutiny. These enhancements contributed to a more structured, risk-sensitive, and proactive approach to ongoing counterparty oversight across the Group.

Senior compliance personnel also perform targeted quality assurance reviews and testing exercises designed to support consistent application of internal procedures and identification of potential red flags.

G1-3
Prevention and detection of
corruption and bribery:
Embedding Compliance: Training and Culture

Gunvor continued investing in compliance training and employee awareness initiatives during 2025 to reinforce a culture of integrity throughout the organization.

Mandatory annual training programs covered anti-bribery and corruption, anti-money laundering, sanctions compliance, market conduct, conflicts of interest, whistleblowing, and know-your-customer (KYC) obligations. New joiners receive onboarding training focused on the Group’s Code of Conduct & Ethics and core compliance principles.

Gunvor expanded its compliance training program through the introduction of a dedicated Conflict of Interest training module and the broader deployment of systematic knowledge assessments and quizzes at the conclusion of key training sessions. These enhancements are designed to reinforce employee understanding, improve engagement, and support more consistent application of compliance expectations across the organization. Gunvor expects to further refine and expand its training framework in 2026 to reflect evolving regulatory expectations and operational risks.

In late 2025, Gunvor also conducted a global Compliance Culture Survey across its employee population, achieving a response rate of close to 70%. The survey gathered both quantitative feedback and detailed employee commentary regarding the effectiveness of the Group’s compliance framework, reporting culture, training initiatives, and governance processes. The results provided valuable insights into areas for further enhancement and helped inform ongoing refinement of the compliance program. Selected findings and observations were also shared, where appropriate, with external legal advisors and relevant authorities as part of the Group’s broader remediation and continuous improvement efforts.

Trading & Advisory Compliance
  • Gunvor’s Trading & Advisory Compliance function supports adherence to market conduct and regulatory obligations across the jurisdictions and commodity markets in which the Group operates.
  • During 2025, the function further strengthened controls relating to market abuse risks, business communications, and monitoring of approved communication channels, while supporting business teams in navigating evolving legal and regulatory requirements.
Zero Tolerance Policy

Gunvor’s stance on corruption and bribery remains unequivocal: zero tolerance. This guiding principle is reaffirmed each year through targeted anti-bribery training, management briefings, and official communications from senior leadership.

Monitoring and Reporting

Gunvor continues to apply specialized communication monitoring and transaction-testing to detect irregularities or breaches of compliance rules. Where potential issues arise, the GCC is notified immediately, enabling timely remediation. Gunvor also remains subject to periodic reporting related to legacy matters, demonstrating ongoing improvements in its anti-bribery and compliance controls.

G1-4
Incidents of corruption and bribery
Case Management

A previously disclosed historical corruption-related matters remained subject to ongoing remediation, monitoring, and reporting obligations during 2025.

Related DR Name Disclosure
G1-4 Number of convictions for violation of anti-corruption and anti-bribery laws 0
G1-4 Amount of fines for violation of anti-corruption and anti-bribery laws 0
G1-4 Number of confirmed incidents of corruption or bribery 0
G1-4 Number of confirmed incidents in which own workers were dismissed or disciplined for corruption or bribery-related incidents 0
G1-4 Number of confirmed incidents relating to contracts with business partners that were terminated or not renewed due to violations related to corruption or bribery 0

Gunvor continued implementing and testing remedial measures introduced following historical enforcement actions, including enhancements to governance structures, internal controls, due diligence procedures, training programs, payment controls, and escalation frameworks. The Group also continued to cooperate with relevant authorities and external advisors as required under applicable agreements and reporting obligations.

To Gunvor’s knowledge, no new material corruption-related enforcement actions or convictions involving the Group were initiated during 2025.

Control Enhancements and External Validation

Gunvor continued working with external advisors, auditors, and legal counsel during 2025 to support the ongoing assessment and strengthening of its compliance framework and remediation activities.

The Group also continued conducting periodic internal reviews, quality assurance testing, and compliance monitoring activities designed to assess the effectiveness of key controls and identify opportunities for further improvement.

G1-5
Political influence and lobbying activities:

Gunvor continued engaging constructively with regulators, financial institutions, industry associations, counterparties, and other stakeholders on matters relating to commodity markets, sanctions, compliance, energy markets, and sustainability developments.

The Group remained a member of various recognized industry organizations, including SwisseNégoce, the International Swaps and Derivatives Association (ISDA), the European Federation of Energy Traders (EFET), and the Commodity Markets Council Europe (CMCE). These memberships support participation in industry dialogue and regulatory developments relevant to the commodity trading sector.

During 2025, Gunvor did not make political contributions, whether monetary or in-kind, and did not engage in partisan political activities. Any future political contributions, if considered, would be subject to applicable laws, internal governance requirements, and appropriate compliance review. Interactions with policymakers and industry bodies are focused on regulatory developments, industry practices, compliance matters, and energy market issues. Gunvor’s representation through industry trade associations, particularly SwisseNégoce and other recognized bodies, serves as the primary channel for exchanging insights on best practices and regulatory developments.

Related DR Name Numbers
Group
G1-5 Financial political contributions made 0
G1-5 Amount of internal and external lobbying expenses 0
G1-5 Amount paid for membership to trading associations 0
G1-5 In-kind political contributions made 0

Gunvor also continued supporting the Extractive Industries Transparency Initiative (EITI), a global framework promoting transparency in the extractive sector. Through EITI-related reporting, Gunvor Gunvor discloses certain payments and transactions involving state-owned counterparties in participating jurisdictions, where applicable.

Gunvor regards participation in transparency initiatives as part of its broader commitment to responsible business conduct and continued dialogue regarding governance standards within the commodities industry.

EITI TABLE : INCOME TAX PAID IN FY 2025
Countries Company Income Tax paid (USD)
ARGENTINA Total
Gunvor Argentina SA
COLOMBIA Total -16,425
Gunvor Colombia SAS -16,425
GERMANY Total -20,670,431
Gunvor Raffinerie Ingolstadt GmbH -1,696,144
Gunvor Deutschland GmbH 691,824
Gunvor International B.V. Berlin br -19,666,111
MONGOLIA Total -157,144
Gunvor Mongolia LLC -157,144
GERMANY Total -20,670,431
Gunvor International B.V. Amsterdam 335,651
Gunvor Marketing B.V.
Nyera B.V.
Sandmaster B.V.
C-Blue B.V. 632,059
Gunvor Energy Rotterdam B.V.
Clearbay B.V. -1,189,244
CoralBright B.V.
SandCreek B.V.
ClearCoast B.V.
OceanWave B.V.
SkySea B.V.
Sandcape B.V.
Gunvor Petroleum International B.V.
NIGERIA Total -1,965
Gunvor Nigeria Ltd. -1,965
PERU Total -317,641
Countries Company Income Tax paid (USD)
Gunvor Peru S.A.C. -317,641
SWITZERLAND Total -34,021,846
CoralSand SA
Aquashore SA
Gunvor Int. B.V., Amsterdam, Geneva -28,306,995
Gunvor (Schweiz) AG -10,081
Gunvor SA -4,870,222
Clearlake SA -834,548
UNITED KINGDOM Total -6,480,041
Gunvor UK Ltd -6,480,041
EITI TABLE : EITI / NON-EITI COMMODITY TRADING OVERVIEW
Counterparty
Country
Commodity Buying Entity Key Counterparties UOM Payments (USD) Volumes
1. Energy (Gas & Power)
Germany NATGAS GIBV Bayernets, EnBW, EWE Gasspeicher, GASCADE, Gasunie
Deutschland, Open Grid Europe, RWE Supply & Trading, Uniper
MWh / THERM (709.9m) 47.8m
Netherlands NATGAS GIBV BBL Company, Enerjisa Commodities, Gasunie Transport
Services
MWh (4.0m) 10.3m
Norway NATGAS GIBV Equinor ASA MWh / THERM (241.8m) 5.5m
United Kingdom NATGAS GIBV EDF Trading, ENI Global Energy Markets, Equinor Energy
Trading, Glencore Energy UK, PetroChina International, SEFE
Marketing & Trading
MWh / THERM (2.42bn) 60.2m
Non-EITI Total (6.70bn USD) 372.8m MWh
2. Mass Commodities (MT)
Chile Metals / Mining MOLYBDENUM Gunvor Singapore Pte. Ltd. Chile (2.0m) 60 LB
Germany Petrochemicals BENZENE, ISOMERATE,
MTBE, NAPHTHA,
REFORMATE
Gunvor SA Bendorf, Burghausen,
Karlsruhe, Ludwigshaven,
Rotterdam, Speyer
(58.2m) 128.8k MT
Netherlands Biofuels & Refined
Products
FAME 0, HSFO, JET
A-1, RAPESEED OIL,
REFORMATE
GIBV Amsterdam, Antwerp,
Dordrecht, Rio de Janeiro,
Rotterdam
(166.2m) 563.6k MT
Norway Gasoline Blending & LPG BUTANE (C4), E5 EUROBOB,
ISOMERATE, NAPHTHA
Gunvor SA Amsterdam, Fredericia,
Gothenburg, Mongstad
(34.4m) 77.8k MT
United Kingdom Refined Products &
Blending Components +
Metals
ALKYLATE, GASOIL, JET
A-1, MTBE, NAPHTHA,
ULSD, Precious Metals
GIBV Antwerp, Genoa,
Grangemouth,
Immingham, Rotterdam,
Ruwais, Tees, Yanbu
(2.38bn) 1.39m MT
Non-EITI Total (8.72bn USD) 17.16m MT
3. LPG / Naphtha (MTa)
Norway NAPHTHA, PROPANE (C3) Gunvor SA / Gunvor
Singapore
Houston, Mina Abdulla, Skikda (57.0m) 97.0k MTa
United Kingdom BUTANE (C4), PROPANE (C3) Gunvor SA Braefoot Bay, Tees (4.9m) 10.1k MTa
Non-EITI Total (1.28bn USD) 2.39m MTa
G1-6
Payment practices:

Gunvor continued conducting commercial transactions on an arm’s-length basis and paying suppliers and service providers in accordance with applicable contractual payment terms.

The Group did not report material disputes or significant legal proceedings relating to payment delays or breaches of payment obligations during 2025.

Future Looking statement:
Related DR Name Numbers
Group
G1-6 Average number of days to pay invoice from date when contractual or statutory term of payment starts to be calculated 0
G1-6 Percentage of payments aligned with standard payment terms 100%
G1-6 Number of outstanding legal proceedings for late payments 0

Gunvor recognizes that governance expectations, regulatory frameworks, and stakeholder priorities continue to evolve rapidly across the global commodity trading industry. In response, the Group remains committed to continuously strengthening its governance arrangements, compliance culture, and internal control environment.

Key focus areas going forward include:

  • Continued enhancement of compliance governance and risk management frameworks
  • Ongoing refinement of due diligence, sanctions compliance, and monitoring processes
  • Further development of employee training and awareness initiatives
  • Continued alignment of sustainability disclosures with evolving ESRS and CSRD expectations
  • Ongoing engagement with industry associations, regulators, and stakeholders regarding
  • governance and transparency matters

Gunvor believes that maintaining strong governance standards, ethical business conduct, and effective compliance oversight remains essential to supporting the Group’s long-term resilience, operational integrity, and stakeholder confidence.

ESRS
standard
Disclosure
requirement
Title
General Disclosures
ESRS 2 BP-1 General basis for preparation of the sustainability statement
BP-2 Disclosures in relation to specific circumstances
GOV-1 The role of the administrative, management and supervisory bodies
GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies
GOV-3 Integration of sustainability-related performance in incentive schemes
GOV-4 Statement on due diligence
GOV-5 Risk management and internal controls over sustainability reporting
SBM-1 Strategy, business model and value chain
SBM-2 Interests and views of stakeholders
SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model
IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities
IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement
Environment: Climate
ESRS E1 E1-1 Transition plan for climate change mitigation
E1-2 Policies related to climate change mitigation and adaptation
E1-3 Actions and resources in relation to climate change policies
E1-4 Targets related to climate change mitigation and adaptation
E1-5 Energy consumption and mix
E1-6 Gross scopes 1, 2, 3 and total GHG emissions
E1-7 GHG removals and mitigation projects financed through carbon credits
E1-8 Internal carbon pricing
E1-9 Anticipated financial effects from material climate-related risks and opportunities
ESRS
standard
Disclosure
requirement
Title
Environment: Pollution
ESRS E2 E2-1 Policies related to pollution
E2-2 Actions and resources related to pollution
E2-3 Targets related to pollution
E2-4 Pollution of air, water and soil
E2-5 Substances of concern and substances of very high concern
E2-6 Potential financial effects from pollution-related impacts, risks and opportunities
Environment: Water & Marine
ESRS E3 E3-1 Policies related to water and marine resources
E3-2 Actions and resources related to water and marine resources
E3-3 Targets related to water and marine resources
E3-4 Water consumption
E3-5 Potential financial effects from water and marine resources-related impacts, risks and opportunities
Environment: Biodiversity
ESRS E4 E4-1 Transition plan and consideration of biodiversity and ecosystems in strategy and business model
E4-2 Policies related to biodiversity and ecosystems
E4-3 Actions and resources related to biodiversity and ecosystems
E4-4 Targets related to biodiversity and ecosystems
E4-5 Impact metrics related to biodiversity and ecosystem change
E4-6 Potential financial effects from biodiversity and ecosystem-related risks and opportunities
ESRS
standard
Disclosure
requirement
Title
Environment: Circular Economy
ESRS E5 E5-1 Policies related to resource use and circular economy
E5-2 Actions and resources related to resource use and circular economy
E5-3 Targets related to resource use and circular economy
E5-4 Resource inflows
E5-5 Resource outflows
E5-6 Potential financial effects from resource use and circular economy-related impacts, risks and opportunities
Social: Own Workforce
ESRS S1 S1-1 Policies related to own workforce
S1-2 Processes for engaging with own workers and workers’ representatives about impacts
S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns
S1-4 Taking action on material impacts on own workforce, approaches to mitigating risks and pursuing opportunities, and their effectiveness
S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
S1-6 Characteristics of the undertaking’s employees
S1-7 Characteristics of non-employee workers in the undertaking’s own workforce
S1-8 Collective bargaining coverage and social dialogue
S1-9 Diversity metrics
S1-10 Adequate wages
S1-11 Social protection
S1-12 Persons with disabilities
S1-13 Training and skills development metrics
S1-14 Health and safety metrics
S1-15 Work-life balance metrics
S1-16 Compensation metrics (pay gap and total remuneration)
S1-17 Incidents, complaints and severe human rights impacts
ESRS
standard
Disclosure
requirement
Title
Social: Value-Chain Workers
ESRS S2 S2-1 Policies related to value chain workers
S2-2 Processes for engaging with value chain workers about impacts
S2-3 Channels for value chain workers to raise concerns
S2-4 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
S2-5 Taking action on material impacts on value chain workers and effectiveness of those actions
S2-6 Approaches to mitigating material risks and pursuing opportunities related to value chain workers
Social: Affected Communities
ESRS S3 S3-1 Policies related to affected communities
S3-2 Processes for engaging with affected communities about impacts
S3-3 Channels for affected communities to raise concerns
S3-4 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
S3-5 Taking action on material impacts on affected communities and effectiveness of those actions
S3-6 Approaches to mitigating material risks and pursuing opportunities related to affected communities
Social: Consumers & End-Users
ESRS S4 S4-1 Policies related to consumers and end-users
S4-2 Processes for engaging with consumers and end-users about impacts
S4-3 Processes to remediate negative impacts and channels for consumers and end-users to raise concerns
S4-4 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
S4-5 Taking action on material impacts on consumers and end-users and effectiveness of those actions
S4-6 Approaches to mitigating material risks and pursuing opportunities related to consumers and end-users
ESRS
standard
Disclosure
requirement
Title
Social: Consumers & End-Users
ESRS G1 G1-1 Business conduct policies and corporate culture
G1-2 Management of relationships with suppliers
G1-3 Prevention and detection of corruption and bribery
G1-4 Confirmed incidents of corruption or bribery
G1-5 Political influence and lobbying activities
G1-6 Payment practices