DESCRIPTION OF CONFLICTS OF INTEREST POLICY

• INTRODUCTION
  • This Description describes a framework established in the Company for identifying, preventing, and managing potential Conflicts of Interest arising in the context of the Company's operations as a crypto-asset service provider. This Description also discloses to Clients and potential Clients the nature and sources of possible cases of Conflict of Interest, along with measures taken by the Company to manage them effectively. Thus, this Description is a public disclosure to the Clients intended for informational purposes.
• CONFLICTS OF INTEREST POLICY
  • To manage the cases of Conflict of Interest effectively, the Company has established, implemented, and maintains the Conflicts of Interest Policy to prevent Conflicts of Interest from adversely affecting the interests of the Company and its Clients.
  • The Conflicts of Interest Policy of the Company establishes appropriate procedures and controls to ensure that the following principles in managing Conflicts of Interest are followed in the Company’s activities:
    • The Company is committed to identifying all potential Conflicts of Interest in its business activities and to providing clear, transparent disclosures to Clients regarding any such Conflicts of Interest.
    • The Company shall strive to prevent Conflicts of Interest wherever feasible and implement robust Conflict of Interest management procedures for those Conflicts of Interest that cannot be prevented.
    • In all circumstances, the Company prioritizes Clients’ interests, ensuring impartial and fair treatment across all Services.
    • The Conflicts of Interest Policy and related procedures for Conflicts of Interest management shall be regularly reviewed to ensure ongoing effectiveness in identifying and addressing potential Conflicts of Interest.
    • All the staff of the Company shall undergo relevant training on Conflicts of Interest, equipping them with knowledge and skills on recognising and managing Conflicts of Interest in the daily operations of the Company.
  • The Company applies the principle of proportionality in implementing and maintaining the Conflicts of Interest Policy, taking into account the scale, nature, and diversity of the Services it provides. This includes considering its Group affiliations. Importantly, this proportionality should not be misinterpreted to allow for the existence of unaddressed or unmanaged Conflicts of Interest.
• CONFLICTS OF INTEREST
  • The Company considers both actual and potential Conflicts of Interest, recognizing that Conflicts of Interest may affect Clients’ interests as well as the Company’s own interests. Such Conflicts of Interest, that are affecting or may potentially affect the situation and performance of the Company have the potential to indirectly also impact the Clients’ interests.
  • The measures within the Company’s Conflicts of Interest framework are designed to provide a reasonable assurance that potential risks to either Clients’ or the Company’s interests will be prevented or, where prevention is not possible, effectively mitigated. Where the measures and procedures provided do not sufficiently prevent or mitigate risks associated with Conflicts of Interest, additional specific measures will be developed and implemented to address such risks, ensuring comprehensive Conflict of Interest management either within the Company or at the broader Group level.
  • The Company is committed to aligning its actions and interests with those of its Clients, ensuring that all business conduct prioritizes Clients’ best interests and upholds good faith. Recognizing, however, that certain Conflicts of Interest may be unavoidable, the Company undertakes to actively prevent such Conflicts of Interest whenever feasible, manage those Conflicts of Interest it cannot prevent, and mitigate any Conflicts of Interest it encounters according to the Conflicts of Interest Policy.
  • In the Company’s activities, Conflicts of Interest may potentially occur between:
    • The Company and:
      • any Connected Person; or
      • its Clients;
    • Two or more Clients with competing interests.
  • The Company anticipates three primary categories of Conflicts of Interest:
    • Conflicts of Interest between the Company and its Clients;
    • Conflicts of Interest between individual Clients or Client groups serviced by the Company;
    • Conflicts of interest related to Connected Persons that may affect their objectivity, in carrying out their duties within the Company.
• CONFLICTS OF INTEREST IDENTIFICATION
  • The scenarios where the Company, in providing Services or related activities, is considered as potentially creating a Conflict of Interest situation that could disadvantage one or more Clients or the Company are provided below in this Description. However, the listed scenarios are not exhaustive, and the staff of the Company are expected to continuously assess for emerging Conflicts of Interest.
  • In identifying potential Conflicting Persons, the Company assesses at least if:
    • The Conflicting Person is likely to make a financial gain or avoid a financial loss at the Company’s expense;
    • The Conflicting Person has an interest in the outcome of the Service provided by the Company or the activity carried out, or the decision taken, which is distinct from the Company’s own interest in that outcome;
    • The Conflicting Person operates in the same business as the Company or is a Client, consultant, adviser, delegatee, outsourcee, service provider, or other suppliers of the Company, and it can be reasonably deemed from objective circumstances that there may be a Conflict of Interest with the Company.
  • The Company evaluates Conflicts of Interest arising within its corporate structure and considers risks associated with activities or structures in other Group entities. Where the Company or its Group provides multiple crypto-asset services, the Conflicts of Interest Policy ensures robust oversight and transparency in related-party transactions, mitigating Conflicts of Interest.
  • The Company also develops procedures, policies, and arrangements that consider the interests of Clients in both the short and long term and align with the scope, nature, and range of Services provided.
• CONFLICTS OF INTEREST PREVENTION
  • The Company prioritizes preventive measures as the primary method of managing potential Conflicts of Interest.
  • In establishing its internal governance, the Company ensures the following measures to safeguard Clients from potential Conflicts of Interest:
    • Implementing channels for prompt reporting of any issues potentially causing Conflicts of Interest, including the use of internal communication and reporting tools;
    • Creating information barriers to control the flow of information among Connected Persons, preventing misuse that may disadvantage Clients, with strict confidentiality and use restrictions;
    • Ensuring separate supervision of Connected Persons whose principal functions involve carrying out activities on behalf of, or providing Services to, Clients whose interests may conflict with each other or with those of the Company, by providing required authority to monitor and escalate issues as necessary;
    • Separating Remuneration streams for Staff members who are handling distinct activities to avoid incentivizing Conflict of Interest;
    • Establishing measures against external influence over Connected Persons’ conduct, by requiring completion and updates to Personal Declaration from the staff and ensuring a whistleblowing channel as per the Company’s internal policies and procedures;
    • Preventing the Connected Persons from engaging in conflicting roles or activities that may impair Conflict of Interest prevention and management, by ensuring segregation of duties within the organizational structure of the Company and ongoing monitoring of such segregation.
• MANAGEMENT OF CONFLICTS OF INTEREST
  • The Company’s approach to managing both actual and potential Conflicts of Interest relies on three main pillars: (i) disclosure of relevant interests, (ii) verification of disclosed interests, and (iii) continuous monitoring and prevention of potential Conflicts of Interest situations.
  • The Conflicts of Interest Policy of the Company ensures that:
    • Each Connected Person is restricted from handling any assignment that may challenge their impartiality or professionalism if a direct or indirect interest could introduce or potentially lead to a Conflict of Interest situation.
    • No Staff member shall manage matters where a direct Conflict of Interest situation between the staff member’s and the Company’s or Clients' interests exists, due to such person’s personal interests or those of closely associated parties.
    • Remuneration practices for staff are structured to avoid compromising the impartiality of Staff members and align with both the Clients’ and the Company's best interests. Remuneration policies at the Company are designed to avoid Conflicts of Interest or incentives that might prompt staff members to prioritize their own or the Company’s interests over those of Clients.
  • The head of the relevant department is responsible for enforcing Conflict of Interest procedures to ensure that staff conduct, interdepartmental interactions, external engagements, compensation structures, and access to information are managed in a way that prevents, mitigates, and controls actual or potential Conflicts of Interest, with appropriate oversight, disclosure obligations, training, and structural safeguards in place to protect the interests of the Company and its Clients.
  • When the Company cannot confidently mitigate a Conflict of Interest that could detrimentally affect a Client, the following steps are taken:
    • The situation shall be disclosed to the Client before the provision of the Service or execution of the particular transaction, providing clear information to help the Client make an informed decision. Disclosure shall include details about the Conflict of Interest's nature, its potential impact, and any proposed actions to address it, with the responsibility resting on the Head of Operations and Client Support;
    • Staff shall maintain impartiality and objectivity at all times regarding the Client;
    • The Client’s concerns and preferences for mitigating the Conflict of Interest shall be respected;
    • In cases where the Client wishes to proceed despite the Conflict of Interest, the Company shall obtain the Client’s informed consent before continuing with the Service or particular transaction;
    • Confidentiality shall be strictly maintained between the Clients involved in a Conflict of Interest to protect sensitive information, which shall not be disclosed to other Clients without explicit consent;
    • Dual representation, where two Clients with conflicting interests are represented simultaneously, should be avoided wherever possible.
  • The Company shall assess the severity of the Conflict of Interest and determine and implement appropriate measures in each specific case of Conflict of Interest.
  • Materiality assessments shall consider potential negative impacts for the Company or Clients, as well as any reputational risk. The review shall determine whether the Conflict of Interest is permanent, warranting long-term measures, or incidental, allowing for a temporary resolution.
  • Client information, including details of business operations and Services provided, must remain confidential indefinitely. This information shall only be shared as needed for relevant duties. Staff are prohibited from using any confidential Client information or inside information for personal activities or in the operations of the Company outside their official responsibilities.
  • Where the procedures established the Conflicts of Interest Policy as well as internal systems and controls are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of Clients or the Company will be prevented or appropriately mitigated, other additional specific measures shall be decided on and put in place to prevent or manage the relevant Conflicts of Interest, which could not have been managed appropriately within the adopted Conflicts of Interest Policy either within the Company or the Group.
  • The Company ensures that at all times the Company has allocated an adequate level of resources to identify, prevent, and manage Conflicts of Interest properly. The available resources should at all times correspond to the Company’s scale, nature, and range of Services, as well as other relevant factors (e.g., being part of the Group). The Company takes appropriate measures to ensure that the Company’s staff have the necessary skills, knowledge, and expertise necessary for the discharge of the responsibilities allocated to them.
• LIST OF POTENTIAL CONFLICT OF INTEREST SITUATIONS
  • Scenarios likely to create conflicts that could disadvantage one or more Clients:
    • the Company or a Connected Person stands to benefit financially, avert a loss, or gain an advantage at the expense of a Client;
    • the Company or a Connected Person has an interest in an outcome of a Service or transaction for a Client that differs from the Client’s interests;
    • the Company or a Connected Person has financial or other motives to favour one Client’s interests over another’s;
    • the Company or a Connected Person engages in business activities that are identical to those of a Client;
    • the Company or a Connected Person receives incentives from a third party related to a Client Service in the form of financial or non-financial benefits.
  • For activities performed on behalf of the Company by its Staff (including advisors, or outsourced entities), the following situations are identified as potentially compromising the Company’s objectivity, posing Conflicts of Interest related to Connected Persons’ responsibilities:
    • The Connected Person has an economic interest in a person, body, or entity with interests conflicting with those of the Company (i.e., Conflicting Person), including scenarios such as:
      • holding shares, tokens (including governance tokens), other ownership rights, or membership in that Conflicting Person;
      • holding debt instruments or other debt arrangements with that Conflicting Person;
      • having any form of contractual obligations (e.g., management or service contracts, delegation or outsourcing contracts, or intellectual property licenses) with that Conflicting Person, body, or entity.
    • The Connected Person has or has had a personal relationship with a Conflicting Person within the past 3 (three) years;
    • The Connected Person has or has had a professional relationship with a Conflicting Person within the past 3 (three) years;
    • The Connected Person has or has had a political relationship with a Conflicting Person within the past 3 (three) years;
    • The Connected Person carries out conflicting tasks or activities, is entrusted with conflicting responsibilities or roles, or is hierarchically supervised by a person in charge of conflicting functions or tasks.
• FINAL PROVISIONS
  • This Description has been approved by the Chief Executive Officer of the Company.
  • The Description may be subject to changes as required under the Applicable Law. If the Description is amended, the latest applicable version of the Description is always available on the Company’s Website.