1. INTRODUCTION
1.1. This Policy for Identifying, Preventing, Managing, and Disclosing Conflicts of Interest (hereinafter referred to as the “Policy”) has been developed by ILERITER sp. z o.o., a legal entity duly registered under the laws of the Republic of Poland, with registration number 0001100832 (hereinafter referred to as the “Company”), with its registered address at Adgar Renaissance Tower, Skierniewicka 10a, 01-231, Warsaw, Poland.
1.2. This Policy has been designed in compliance with Article 72 of Regulation (EU) 2023/1114 on Markets in Crypto-Assets (MiCA)[1]. It also takes into account the Regulatory Technical Standards (RTS) and Implementing Technical Standards (ITS) developed by the European Securities and Markets Authority (ESMA) and the European Banking Authority (EBA), which provide further clarification on the requirements for conflict of interest management policies.
1.3. Under this procedure, the Company undertakes to:
i) Implement effective mechanisms to identify and prevent conflicts of interest, ensuring that potential risks are detected at an early stage;
ii) Manage conflicts of interest by applying appropriate mitigation measures, including internal controls and governance frameworks designed to minimize any adverse impact;
iii) Transparently disclose to Clients the nature and sources of identified conflicts of interest, as well as the measures taken to mitigate their impact, in accordance with applicable regulatory requirements.
1.4. Information on conflicts of interest will be made available in electronic format, in detail, in a conspicuous place on the company's website to enable Clients to make informed decisions. The Company provides effective internal channels to inform employees and the Company's Board of Directors members of the policies and procedures adopted. Appropriate training is regularly organised to update knowledge and competence in this area.
1.5. With the implementation of this procedure, the Company is fulfilling its commitment to maintaining the highest standards and transparency in providing services in the cryptoasset market.
1.6. The Company's policies and procedures for managing conflicts of interest are drawn up in writing and are tailored to the scale, nature and scope of crypto-related services provided. The Company's Management Board is responsible for the drafting, adoption, implementation and monitoring of their compliance, as well as for regular evaluation of their effectiveness, annual review of these policies and procedures and rectification of any irregularities.
2. DEFINITIONS
2.1. DUAL FUNCTION PEOPLE - individuals who simultaneously hold multiple roles or responsibilities within the Company, which may create potential conflicts of interest.
2.2. CLIENT - any natural or legal person receiving services from the Company under a contractual agreement.
2.3. MANAGEMENT BOARD - the governing body responsible for overseeing the Company’s strategic direction, decision-making, and regulatory compliance.
2.4. ESMA - an independent EU regulatory authority responsible for safeguarding the stability and efficiency of financial markets, ensuring investor protection, and developing guidelines for market participants.
2.5. EBA - an independent regulatory body of the European Union that oversees and harmonizes banking regulations, including prudential supervision, anti-money laundering (AML) measures, and risk management.
2.6. RELATED PERSON - any individual who has a direct or indirect connection to the Company, including employees, contractors, management, business partners, shareholders, and close family members of such individuals.
2.7. RENUMERATION - any form of compensation, whether monetary or non-monetary, provided to employees or other related persons in exchange for their professional services.
2.8. CONFLICT OF INTEREST - a situation where personal, financial, or professional interests of a Related Person may interfere with the impartial and objective performance of their duties, potentially compromising the Company’s integrity or its Clients’ interests.
3. PURPOSE AND SCOPE OF THE PROCEDURE
3.1. This Procedure establishes the internal processes and guidelines for identifying, preventing, managing, and disclosing conflicts of interest within the Company. It clearly defines the circumstances under which conflicts of interest may arise, particularly in cases where the Company cannot, with reasonable confidence, ensure that the risk of harm to a Client’s interests is entirely eliminated.
3.2. The Procedure specifically identifies potential conflicts of interest that may emerge in connection with the Company’s trading platform, which operates through the official website https://www.cryptoramper.io/ (hereinafter referred to as the “Service” or “Platform”). It outlines the methodology for recognizing such conflicts and the specific measures implemented to mitigate and manage them effectively.
3.3. The Procedure is documented in writing and is designed to be proportionate to the size, organizational structure, and operational complexity of the Company. It reflects the nature, scale, and complexity of the Company’s business activities to ensure regulatory compliance and effective risk management.
3.4. The Procedure applies to the Company and its officers, employees and any other person directly or indirectly controlled by the Company (Related Persons).
3.5. In general terms, a conflict of interest arises when a service provider engages in activities—either for its own benefit or on behalf of Clients—that create competing interests, which could potentially result in unfair advantages or harm to a Client or a group of Clients. If not properly identified, structured, and controlled, such conflicts may lead to unjust outcomes, reduced transparency, or reputational damage.
3.6. The Company is committed to implementing strict governance mechanisms to prevent and mitigate conflicts of interest, ensuring that its Clients’ interests remain safeguarded at all times.
3.7. Conflicts of interest may relate to the relationship between the Company and its shareholders or stockholders; Related Persons to the Company directly or indirectly through a control relationship; members of the governing body; Company’s employees; Company’s Clients.
3.8. The Company acknowledges that conflicts of interest may arise in various scenarios due to the nature of its operations. To mitigate risks and maintain fairness, the following categories of potential conflicts of interest have been identified:
i) conflicts between several Clients: for example, preferential treatment of one Client over another: the Company may provide more advantageous conditions (e.g., better execution rates, lower fees, or priority access) to one Client while disadvantaging others; prioritization of transactions: the Company may execute trades for one Client before another, particularly in cases where the Company benefits from a Client’s business volume or financial standing; allocation of limited opportunities: in cases of limited market opportunities, the Company may allocate access unfairly, favoring specific Clients; unequal access to financial instruments: some Clients may receive better pricing, terms, or execution conditions, while others may receive suboptimal services; conflicts in advisory services: the Company may provide strategic guidance or investment recommendations to two competing Clients, creating a situation where fulfilling the best interest of one Client may harm another.
ii) conflicts between the service provider or a third party and Clients: for example, offering products that benefit the Company at the expense of Clients: the Company may promote financial instruments, assets, or services that generate higher commissions or fees instead of those that best suit a Client’s needs; tied agreements with third parties: the Company may enter into exclusive partnerships with liquidity providers, market makers, or custodians, limiting Clients’ access to more favorable options available in the market; revenue-sharing arrangements: the Company may receive undisclosed commissions, rebates, or referral fees from third parties for directing Client business toward specific platforms or providers; execution of trades with undisclosed markups: the Company may add hidden spreads, fees, or unfavorable exchange rates when processing transactions.
iii) conflicts between employees of the service provider and Clients: for example, insider trading or front-running: employees may use confidential Client trading information to place their own trades ahead of Client orders, profiting from anticipated market movements; misuse of confidential data: employees may share or leverage non-public information about Clients for personal gain or to benefit third parties; advising Clients based on personal financial interests: employees may provide financial advice that aligns with their own holdings or benefits their external investments rather than offering neutral guidance; personal trading conflicts: Employees may trade against Client positions or manipulate the market by using privileged knowledge of upcoming price movements; favoring high-net-worth Clients: employees may give better execution rates, faster responses, or premium services to Clients who contribute more revenue, while other Clients receive subpar treatment; improper use of discretionary authority: Employees in roles with discretionary power may act in a way that benefits their personal financial interests rather than the Client’s best interest; incentive-based misalignment: employees may be rewarded with bonuses or commissions based sales volume rather than the quality or suitability of the services provided to Clients.
3.9. As minimum criteria, the Company considers the following situations:
(i) the Company and/or a Related Person has an interest in the outcome of a service provided to the Client that is contrary to the Client’s interest, the Company and/or a Related Person have a financial or other incentive to favour the interest of a particular Client or group of Clients at the expense of its other Clients,
(ii) the Company and/or Related Person have a financial or other incentive that causes them to overlook vigilance measures thus resulting in increased financial crime risk exposure,
(iii) the Company and/or Related Person receive, or will receive, from any person, other than the Client, an inducement in connection with a service provided to the Client, in the form of money, goods or services, other than the standard commission or fee consummate for that service, and,
(iv) the Company and/or Related Person receive or grant financial or non-financial advantages from or to third parties in connection with the provision of the Company’s services to a Client, without adequately enhancing the quality of the services provided to Clients.
3.10. The above list are not exhaustive and is not intended to cover all possible situations of conflicts of interest that may arise.
3.11. The Procedure identifies the procedures and measures taken by the Company that are designed to ensure that Related Persons engaged in various business activities involving a conflict of interest perform those activities at a level of independence appropriate to the Company’s size and business.
3.12. The procedures herein are intended to:
(i) prevent and monitor to ensure that the Company and/or Related Person do not have personal, financial, or other interests that may compromise their ability to act in the best interests of Clients,
(ii) prevent and monitor the exchange of information between Related Persons engaged in activities involving a potential conflict of interest when the exchange of such information may adversely affect the interests of one or more Clients,
(iii) prevent and monitor conflicts of interest during the execution of transactions, whether between the interests of the Company and/or a Related Person and one or more Clients or between the interests of different Clients,
(iv) separate the supervision of Related Persons whose primary duties involve performing activities on behalf of, or providing services to, Clients whose interests may conflict, or who otherwise represent different interests that may conflict, including those of the Company,
(v) eliminate any direct link between the compensation of a Related Person engaged primarily in one activity and the compensation or income generated by another Related Person engaged primarily in another activity, where a conflict of interest may arise in connection with these different activities,
(vi) take steps to prevent or limit the ability of any person to exercise improper influence over the manner in which a Related Person performs services, - counter the risk of a Related Person causing the Company to fail in its obligations of preventing money laundering and terrorist financing.
4. RESPONSIBILITY
4.1. Implementation and compliance with the policy is the responsibility of the designated board member, who is required to ensure that adequate resources are in place to manage conflicts of interest.
4.2. The person responsible for identifying, preventing, managing and disclosing conflicts of interest in accordance with the MiCA and this Policy is a Compliance Officer.
4.3. Compliance Officer is also responsible for developing internal processes and control mechanisms to mitigate risks associated with potential conflicts, providing advisory support to management and employees on compliance-related matters, ensuring proactive conflict resolution, ensuring independence in decision-making, free from external influence or commercial pressure.
4.4. Compliance Officer has the necessary authority, knowledge and experience to effectively and independently perform the assigned duties. Those competencies include extensive knowledge of issues relating to the identification and management of conflicts of interest, as well as the ability to work effectively with the Company's governing bodies. In order to be effective in the performance of his assigned duties, he has direct access to the governing body and reports regularly to it.
4.5. Compliance Officer shall also be provided with access to all relevant information needed for the proper performance of his or her duties.
4.6. Where Compliance Officer is entrusted with additional roles or functions, the Company shall endeavour to ensure that they are appropriate to the scale, nature and scope of the Company's activities and that they do not compromise his independence or objectivity in the performance of his duties in relation to the management of conflicts of interest.
5. IDENTIFICATION OF POTENTIAL CONFLICTS OF INTEREST FOR CLIENTS
5.1. As part of its conflict of interest management procedure, the Company undertakes to identify the types of conflicts of interest that may arise during the provision of crypto-related services and that could harm the interests of one or more Clients. The Company takes into account situations in which the Company or a Related Person:
(i) can make a financial gain, avoid a financial loss or gain some other advantage at the expense of the Client;
(ii) has an interest in the outcome of a crypto-related service provided to a Client or a transaction carried out on behalf of a Client that differs from the Client's interest in that outcome;
(iii) has a financial or other incentive to favour the interests of one or more Clients at the expense of the interests of other Clients;
(iv) carries out the same activities as the Client;
(v) gives, receives or is to receive an inducement from a person other than the Client in connection with the service provided, in the form of monetary, non-monetary benefits or services.
5.2. As a general rule, the Company undertakes to:
(i) monitor activities that may lead to conflicts of interest, in particular concerning management and investment of the asset reserve and relationships with external suppliers providing services to the Company;
(ii) maintain a register of potential conflicts of interest, indicating the sources and nature of the conflicts and the associated risks;
(iii) prevent the Company or a Related Person from having personal, financial or other interests that could compromise their ability to act in the best interests of Clients;
(iv) prevent and monitor the exchange of information between Related Persons engaged in activities involving a potential conflict of interest, where the exchange of such information may adversely affect the interests of one or more Clients;
(v) prevent and monitor conflicts of interest during the execution of transactions, whether between the interests of the Company or a Related Person and one or more Clients, or between the interests of different Clients;
(vi) separate the supervision of Related Persons whose main duties are to act on behalf of, or provide services to, Clients whose interests may conflict, or who represent various interests that may conflict, including those of the Company;
(vii) eliminate any direct link between the remuneration of a Related Person whose main function is to perform one activity and the remuneration or income generated by another Related Person whose main function is to perform another activity, where a conflict of interest may arise in connection with these different activities;
(viii) take steps to prevent or reduce the possibility of undue influence on the way in which the Related Person provides services;
(ix) counter the risk that a Related Person will cause the Company to fail to comply with its obligations to prevent money laundering and terrorist financing.
5.3. Considering the services offered by the Company, potential sources of conflict of interest may arise in the following cases;
(i) the Company may provide services to Clients who may have interests in virtual assets that conflict or compete with the interests of other Clients of the Company;
(ii) commissions, remuneration, gifts, etc., granted or paid to Related Persons, based on their performance, may negatively affect the Client and encourage more or less aggressive marketing tactics or drive concealment of important vigilance information, especially if such information will result in refusal of service;
(iii) Remuneration and/or incentives granted or paid to third parties (e.g., business introducers) based on recommendations, referrals and/or integration of new Clients, which may negatively affect the Client and encourage aggressive marketing tactics;
(iv) compensation and/or incentives granted or paid to third parties who provide services under an outsourcing arrangement if such compensation induces practices contrary to the interests of the Company’s Clients;
(v) the Company and/or a Related Person can place the interests of one Client or group of Clients above the interests of another customer regarding the existence of a personal, financial or other incentive;
(vi) Related Persons using his/her positions within the Company to manipulate the market or prioritise their personal investments over the best interests of clients or the Company;
(vii) Related Person may have access to the client’s confidential information, which could be used for their personal benefit, jeopardising the Client’s best interest;
(viii) Related Persons may have access to non-public information, especially but not limited to the listing of new virtual assets, that they may use for personal gain, which can create a conflict of interest with a Client or group of Clients;
(ix) Client or groups of Clients may engage in activities to manipulate the price or volume of cryptocurrencies for their own benefit through the Platform;
(x) a Related Person has an economic interest in an entity whose interests conflict with those of the Company;
(xi) a Related Person maintains or has maintained in the past 3 years a personal, professional or political relationship with an entity with interests that conflict with those of the Company;
(xii) a Related Person is entrusted with conflicting tasks or responsibilities or is supervised by a person responsible for conflicting functions or tasks.
5.4. When identifying conflict of interests, the procedure imposes an obligation to take into account relationships in which the Related Person has:
(i) shares, tokens, ownership or membership of an entity with potentially conflicting interests;
(ii) debt instruments or other obligations relating to such an entity;
(iii) contracts or contractual arrangements, such as outsourcing agreements, intellectual property licences or other contracts with such an entity.
5.5. It should be noted that the above scenarios, if they occur, do not necessarily give rise to a “conflict of interest” or any material harm to the Client but are disclosed in the interest of full transparency.
5.6. However, in this context, the Dual Function People are committed to maintain a strict separation between these two activities. They will not use non-public information obtained in the course of their activities to the detriment of any other companies for whom they work with. They recognize the importance of upholding professional and ethical conduct, as well as safeguarding the confidentiality of acquired information. They are dedicated to transparency with the Company and its Clients regarding their involvement with other companies. They will actively avoid any conduct that could be perceived as detrimental to the Company and its Clients, ensuring that their actions are not intended to prioritize any other company and that they will not engage in any actions or behaviors that could harm either of the companies it is associated with.
6. INTERNAL COMMUNICATION CHANNEL FOR IDENTIFIED CONFLICTS OF INTEREST
6.1. The internal communication channel for conflicts of interest is an integral part of the Company's management system, with the aim of ensuring transparency and protecting the interests of the Company and its stakeholders. Such a channel should enable employees, partners and other stakeholders to report situations that may lead to conflicts of interest in a secure, confidential manner and without risk of reprisals.
6.2. Procedure for reporting conflicts of interest (including potential ones):
(i) employee notices a conflict of interest (example: Compliance Department employee perceives that outsourcing decisions made by the Financial Department favor a company owned by a family member of the department's supervisor);
(ii) this employee shall immediately (no later than within 2 working days) complete a conflict of interest declaration form, which includes: data of the submitter (anonymity optional), description of the situation (date, place, people involved, details), a rationale for why a situation is perceived as a conflict of interest, the form can be submitted through a dedicated channel;
(iii) report channel - an employee can report a conflict of interest through the following option: e-mail inbox _____ operated by the Compliance Officer;
(iv) Analysis of the application: Compliance Officer evaluates the notification within 3 business days. The analysis includes verification of facts, interviews with involved parties (if necessary), and assessment of potential consequences for the organization. Compliance Officer prevents the exchange of information between related persons involved in activities involving the risk of conflict of interest and controls such exchange when the exchange of such information may harm the interests of Clients;
(v) Corrective Actions: if a conflict of interest is confirmed, measures are taken to resolve it (e.g., changing the responsibility of an employee, rescinding a decision made in a conflict of interest); the employee or co-worker involved in the situation is informed of the steps taken;
(vi) Reporting: submissions and the results of their analysis are recorded in a confidential database, and reported quarterly to the Management Board, while maintaining the anonymity of the notifiers. The report is made by the Compliance Officer of the Company;
(vii) Protection of notifiers: Submitters are guaranteed protection from reprisals. Any incident of retaliation will be treated as a violation of the organization's policy and subject to disciplinary action.
6.3. If a reported conflict of interest remains unresolved or if the notifier believes that the measures taken are insufficient, an escalation procedure is in place to ensure further review.
6.4. If the notifier or the Compliance Officer considers that the conflict of interest has not been adequately addressed, the case may be escalated to the Management Board for further assessment.
6.5. The Board shall conduct an independent review of the case within 10 business days, considering additional evidence and consulting relevant departments if necessary.
6.6. If the conflict of interest involves senior management or could have significant financial or legal consequences, the Company may engage an external auditor or legal counsel for an independent investigation.
6.7. Based on the review findings, the Board may enforce stricter corrective actions, such as internal restructuring, role reassignment, or revising Company policies to prevent similar conflicts in the future.
6.8. The final decision shall be communicated confidentially to the relevant parties while ensuring that notifiers remain anonymous and protected.
7. INTERNAL TRAINING ON MANAGING CONFLICTS OF INTEREST
7.1. The Company ensures that its employees have adequate competence and awareness of the requirements and controls for managing conflicts of interest by providing regular training and communication.
7.2. Compliance Officer organizes internal training to the Company's employees. Initial training is provided to all employees: within the first month of employment (each time before starting substantive activities), for other employees - ongoing training is held at least once every two years.
7.3. Completion of internal training is mandatory for all employees or business partners of the Company.
7.4. Additional training is provided when there are changes in the law or when significant irregularities are identified as a result of external, internal inspections or audits.
7.5. To ensure the quality and effectiveness of the internal training on conflict of interest management, the Company implements the following measures:
(i) Knowledge Assessment: After each training session, employees are required to complete a short assessment or test to confirm their understanding of conflict of interest policies and reporting procedures;
(ii) Feedback Mechanism: Employees are encouraged to provide feedback on the training sessions to help identify areas for improvement and ensure that the content remains relevant and practical;
(iii) Training Compliance Monitoring: The Compliance Officer is responsible for maintaining training attendance records and ensuring that all employees complete their mandatory training within the required timeframes.
7.6. In addition to formal training sessions, the Company promotes a culture of awareness through:
(i) Regular Internal Communications: Employees receive periodic updates on conflict of interest risks, real-world case studies, and changes in legal requirements;
(ii) Workshops and Case Studies: The Company organizes interactive sessions, where employees can analyze practical examples of conflicts of interest and discuss appropriate responses;
(iii) Compliance Bulletins: The Compliance Department issues quarterly bulletins summarizing key findings from audits, regulatory updates, and best practices for avoiding conflicts of interest.
8. PREVENTION OF CONFLICTS OF INTEREST
8.1. The Company has organisational and administrative procedures in place to prevent, and manage any conflicts of interest that may arise and pose a risk of harm to its Clients. This section of the Procedure describes the actions taken by the Company in general, as well as those taken in relation to the above list of identified potential conflicts of interest.
8.2. The Company has procedures to prevent conflicts of interest, including:
i) controlling the flow of information between departments that may give rise to a conflict of interest;
ii) assigning responsibility for activities that require independence to individuals who are not involved in activities that pose a risk of conflict;
iii) implementing personal transaction rules and remuneration mechanisms that eliminate the risk of conflicts;
iv) internal guidelines in place for the Related Persons.
8.3. Additionally, the Company:
(i) trains employees, where relevant;
(ii) has a risk map integrating the risk of conflicts of interest;
(iii) keeps a register of potential and actual conflicts of interest;
(iv) will prohibit employees with close personal or professional relationships with the Client from participating in the assessment, due diligence and establishing of the business relationship;
(v) will monitor third parties/outsourced service providers to ensure that they are competent to perform the services assigned to them;
(vi) will implement a separation of departments/functions providing services to Clients whose interests may conflict with those of other Clients or with the Company’s interests;
(vii) will ensure that no single employee has responsibilities with conflicting interests;
(viii) respects the confidentiality of information it receives from and about its Clients and applies a “need to know” approach;
(ix) access to confidential information is limited to those whose job requires them to have access to it, in a proportionate and limited manner;
(x) may – as needed – establish “Chinese walls” to physically separate key departments of the Company in order to restrict the flow of confidential information within the Company;
(xi) has established an internal compliance function whose responsibilities include monitoring and reporting on KYC-AML procedures and the procedure, as well as identifying potential conflicts of interest and making recommendations for their management/limitation. The compliance function is also responsible for legal monitoring to ensure that the Company complies with applicable legislation;
(xii) will apply the “four eyes” principle in the supervision of its activities, which consists in assigning the different verification steps to different people;
(xiii) Related Persons will have a duty of transparency regarding their potential external professional activities and the working time dedicated to such activities;
(xiv) will provide training to all employees on the importance of anti-money laundering, severity of concealment of information and self-declaration of close connections. Enhanced training will be provided to employees whose roles have increased conflict of interest risk exposure.
9. MANAGEMENT OF CONFLICTS OF INTEREST
9.1. Compliance Officer analyses the nature, causes and consequences of the reported conflict of interest situation and verifies its inclusion in the existing conflict of interest map.
9.2. If there is a potential conflict of interest, the transaction may proceed once it has been registered in the conflict of interest register, using the form in Appendix 1 to this procedure. If the conflict of interest is confirmed, the Management Board must decide whether to continue the business relationship. If the relationship is continued and the risk of damage to the Client's interests cannot be reasonably assured, the Client must be informed.
9.3. In situations where the measures provided for in this procedure are not sufficient to ensure with reasonable certainty that the risk of damage to Clients' interests will be avoided, Compliance Officer must clearly inform them, before acting on their behalf, of the general nature or source of these conflicts of interest and of the measures taken to mitigate them, if any. This information shall be provided in an electronic format and shall contain sufficient detail, taking into account the nature of each Client, to enable them to make an informed decision regarding the service in which the conflicts of interest exist.
9.4. The Company recognises the need to identify situations that may give rise to conflicts of interest detrimental to the interests of its Clients, and stresses the importance of clearly defining procedures and measures to prevent or manage such conflicts, particularly those related to shareholders.
9.5. If a conflict of interest is identified, the Company:
(i) take steps to minimise the impact of the conflict on Clients' interests, e.g. by limiting the involvement of those involved in the conflict in decision-making;
(ii) will identify appropriate measures to control and report conflicts of interest within the Company's organisational structures.
9.6. Specific mechanisms for managing conflicts of interest, include the following principles and measures:
(i) Prompt reporting of potential conflicts - all Related Persons are required to immediately report any matter that may lead to a conflict of interest through an internal reporting channel;
(ii) Prevention of uncontrolled exchange of information - The Company has measures in place to prevent and control the exchange of information between Related Persons involved in activities with a risk of conflict of interest, in situations where the exchange of information could harm the interests of one or more Clients;
(iii) Separate supervision of Related Persons - The Company provides independent supervision of Related Persons whose main functions may give rise to conflicts of interest, both between Clients and with the interests of the Company;
(iv) Separation of remuneration - the Company eliminates direct links between the remuneration of employees, subcontractors or members of the management body involved in different activities, where these activities may lead to conflicts of interest;
(v) Preventing undue influence - The Company implements procedures to prevent any person from exerting undue influence over the manner in which a Related Person provides crypto-related services to ensure they are reliable and in the Client's interest;
(vi) Controlling the involvement of individuals in different activities - The Company counteracts the simultaneous or sequential involvement of the same individuals in different crypto-related services or activities if such involvement could negatively affect the effective management of conflicts of interest;
(vii) Members of the governing body are required to inform other members of any situation that may give rise to a conflict of interest and to abstain from voting on such matters if their objectivity or ability to fulfil their duties may be compromised;
(viii) Members of the Company's governing body may not hold directorships in competing cryptocurrency service providers unless they belong to the same group;
(ix) The Company has procedures in place to prevent and control the exchange of information between Related Persons engaged in activities that are exposed to the risk of a conflict of interest, to ensure that the exchange of such information does not adversely affect the performance of their duties to the Company.
10. MEASURES RELATING TO CRYPTO-RELATED SERVICES OFFERED BY THE COMPANY
10.1. The Company does not grant any special privileges to its Clients and guarantees equal treatment of all Clients and their transactions. Accordingly, to ensure fair treatment, the Company applies a non-discriminatory pricing and payment policy. However, benefits may only be granted to certain Client groups on the basis of transparent and objective criteria.
10.2. The Company is committed to preventing conflicts of interest in the provision of crypto-related services by ensuring independence, transparency, and fairness in decision-making processes. To achieve this, the Company implements the following measures:
(i) Employees involved in crypto trading, risk management, and compliance operate under segregated roles to prevent any undue influence or preferential treatment;
(ii) Employees and related parties are strictly prohibited from using non-public information about crypto transactions, pricing strategies, or upcoming listings for personal gain;
(iii) The Company ensures that Client orders are executed fairly and without bias, preventing any undue advantages for specific Clients, employees, or business partners.
10.3. To prevent bias or unfair advantages, the Company adheres to a strict, objective, and transparent framework for selecting and listing crypto assets, as well as providing crypto-related services:
(i) The decision to list, delist, or promote a crypto asset is based on objective factors such as liquidity, security, compliance, and market demand. The Company does not engage in listing decisions that could benefit insiders or related parties;
(ii) No Client, employee, or business partner receives preferential access to trading strategies, order execution, or internal market insights;
(iii) The Company ensures that its internal resources, such as liquidity and execution priority, are distributed equitably, preventing any conflict of interest that could disadvantage certain Clients.
11. MEASURES CONCERNING THE COMPANY’S POTENTIAL RELATIONSHIPS WITH EXTERNAL SERVICE PROVIDERS
11.1. The Company is committed to transparency in the selection process of external service providers. To ensure impartiality, the selection of service providers must be made by persons whose interests do not conflict and must be based solely on objective criteria, such as the quality of the services provided.
11.2. In the process of selecting external service providers, including but not limited to depository services, the Company recognises the possibility of potential conflicts of interest.
11.3. The Company is committed to the highest standards of transparency and integrity in all relationships with external service providers to ensure the best possible outcome for its Clients.
11.4. Conflicts of interest may arise in situations where the choice of external service providers could directly or indirectly affect the financial interests of the Company or where there are personal or organisational relationships that could compromise the objectivity of the decision-making process.
11.5. To counter and mitigate such conflicts, the Company has put in place rigorous due diligence procedures and evaluation criteria when selecting external service providers. The Company prioritises the selection of service providers who are able to provide quality services and whose actions are in the best interests of Clients.
11.6. The Company is committed to making well-considered decisions that prioritise the needs of Clients and to disclosing any material conflicts of interest that may affect decision-making.
12. MEASURES RELATING TO INCENTIVES, COMMISSIONS, REMUNERATION, GIFTS, ETC.
12.1. The Company considers all its customers' interests in the short, medium and long term when developing and implementing compensation procedures, policies and arrangements. To this end, the Company ensures that remuneration policies are structured in a way that eliminates the possibility of conflicts of interest or incentives that could lead to favouritism of self-interest by those covered by the policies at the expense of the interests of customers or the Company.
12.2. Remuneration policies apply to:
(i) employees of the Company and other individuals whose services are at the disposal and under the control of the Company and who are involved in the provision of crypto-related services;
(ii) members of the Company's Management Board;
(iii) individuals engaged in providing services to the Company under an outsourcing contract.
12.3. The remuneration policy covers only those individuals who have a direct or indirect influence on the Company's provision of crypto-related services, its corporate behavior, or whose remuneration may create a conflict of interest by motivating them to act to the detriment of clients or the Company.
12.4. The Company ensures that remuneration and related incentives are not based solely or mainly on quantitative commercial criteria. The remuneration system takes into account qualitative criteria, such as compliance with applicable regulations, fair treatment of customers and the quality of services provided. The remuneration structure maintains an appropriate balance between fixed and variable remuneration components so that it does not favor the interests of the Company or its affiliates at the expense of the interests of Clients.
13. MEASURES CONCERNING THE REGISTER OF CONFIRMED CONFLICTS OF INTEREST AND THE RISK MAPPING
13.1. The Company maintains and regularly updates a register of confirmed conflicts of interest. In the case of potential conflicts of interest that may arise in the context of the service provided or activities carried out, the Company also maintains and regularly updates a risk map of potential conflicts of interest, which is a separate document.
13.2. In the event of a conflict of interest between Related Persons or the Client, Compliance Officer is obliged to:
(i) implement the necessary measures to resolve conflicts of interest as soon as possible;
(ii) provide Clients with all the information they need to protect their interests.
13.3. The method for resolving conflicts of interest is as follows with external service providers to ensure the best possible outcome for its Clients:
(i) based on a risk map of potential conflicts of interest;
(ii) or, if the conflict of interest is not included in the risk map, on the basis of a formal decision by a member of the Board of Directors following a formal opinion of the AMLRO.
13.4. Finally, a written report is produced annually and submitted to the Management Board to inform them of the situations covered by this register.
13.5. The Company ensures that all employees, including members of the management board and key function holders, receive regular training on conflict of interest management, including identifying, mitigating, and reporting conflicts. Training sessions are conducted at least once a year and upon any significant regulatory or internal policy updates.
13.6. The Company periodically reviews and updates its conflict of interest policy, risk mapping methodology, and mitigation measures to ensure they remain effective and compliant with applicable regulations. The results of these reviews are documented, and any necessary improvements are implemented promptly.
14. PROCEDURE FOR MANAGING CONFLICTS OF INTEREST IN REMUNERATION
14.1. General principles:
(i) the Remuneration determination process should be transparent, consistent with established criteria and internal regulations - the Company's Management Board is responsible for determining the remuneration process;
(ii) Remuneration decisions should be made on the basis of objective criteria such as qualifications, experience, responsibilities, and job performance;
(iii) persons involved in the process of determining compensation are required to disclose any potential conflicts of interest.
14.2. Criteria for determining salaries:
(iii) Remuneration should be determined on the basis of clearly defined salary ranges for individual positions;
(iv) Remuneration of risk management and compliance officers should be independent of financial performance to avoid potential conflicts of interest;
(v) Employee compensation should be based on mixed criteria - i.e., quantitative and qualitative, in particular, the Company should take into account the employee's approach to ensuring compliance with applicable regulations, fair treatment of customers and the quality of services provided to Clients;
(vi) Any deviation from the standard rules must be justified and approved by the Company's Management Board;
(vii) At least two independent persons should review any decision on salary determination to ensure objectivity;
(viii) In the case of remuneration for members of the Management Board, decisions are approved by the Company's shareholders' meeting;
(ix) All salary decisions should be documented in writing with reasons;
(x) Documentation should include details such as responsibilities, job performance and criteria used;
(xi) Each person involved in the process of determining remuneration is required to submit a statement on the absence or existence of conflicts of interest before making a decision.
14.3. Control mechanisms:
(iii) the Audit Department audits at least once a year on remuneration decision-making in the context of the Company's established policies and the people involved in remuneration decision-making.
14.4. Managing conflicts of interest:
(i) Exclusion from the decision-making process: A person with an identified conflict of interest may not participate in the process of determining compensation that could affect his or her interests;
(ii) Decision-making substitution: In cases where the person involved is excluded, his or her role is taken over by another employee or decision-making team, independent of any potential conflict of interest;
(iii) An order to remove any direct links between the compensation of the Company's employees, subcontractors, subcontractors or members of the governing body primarily engaged in one activity and the compensation or revenue generated by various employees, subcontractors, subcontractors or members of the governing body of a cryptocurrency service provider primarily engaged in another activity, where a conflict of interest may arise in connection with these activities;
(iv) The Company shall prevent or control the simultaneous or sequential involvement of a Related Person in separate crypto-related services or activities where such involvement may adversely affect the proper management of the Company's conflicts of interest;
(v) Failure to disclose a conflict of interest or knowingly violating the rules of procedure may result: with a warning or admonition, disciplinary proceedings, termination of the employment contract with immediate effect in cases of gross misconduct.
15. MEASURES REGARDING THE PROTECTION OF CONFIDENTIAL INFORMATION
15.1. The Company has implemented a number of measures to limit the flow of confidential or privileged information in a manner deemed satisfactory.
15.2. These measures enable the various departments to carry out their activities with the objectivity and independence required to act at all times in the sole interest of their Clients.
15.3. Several parameters determine the establishment of information barriers in the Company. For example, the Company takes into account the likelihood that certain departments or employees may have access to privileged or confidential information and the need to separate these different lines of businessa member of the Board of Directors following a formal opinion of the AMLRO.
15.4. Employees, consultants, and any other individuals with access to confidential information are required to sign a Non-Disclosure Agreement (NDA) as part of their contractual obligations with the Company.
15.5. The Company ensures that access to confidential information is granted on a need-to-know basis, applying strict internal controls, such as multi-level access rights, encryption, and secure data storage systems.
15.6. Unauthorized disclosure, sharing, or misuse of confidential information is considered a serious violation of internal policies. The Company has established disciplinary measures, which may include termination of employment or legal action, depending on the severity of the breach.
15.7. The Company conducts regular training sessions for employees on information security best practices, confidentiality obligations, and data protection regulations to minimize the risk of breaches.
15.8. The Company performs periodic internal audits and assessments to evaluate the effectiveness of its information protection measures and to ensure compliance with legal and regulatory requirements.
16. DISCLOSURE OF CONFLICTS OF INTEREST
16.1. When the Company becomes aware of a conflict of interest that may exist, and when the organisational and administrative measures established by the Company to prevent or manage such conflict are not sufficient to ensure with reasonable certainty that the risk of damage to the Client's interests is avoided, the Company shall disclose such risk to its Clients.
16.2. This information is communicated to the Client by the Company in a durable medium. The communication makes it clear that the organisational and administrative measures taken by the Company to prevent or manage this conflict are not sufficient to guarantee with reasonable certainty the avoidance of the risk of damage to the Client's interests.
16.3. In situations where disclosure of such conflict is not sufficient to manage the conflict, the Company may, at its discretion, decide not to enter into the transaction or business relationship giving rise to the conflict.
16.4. As part of the Company's conflict of interest procedures, this Policy will be assessed and reviewed at least annually to ensure its effectiveness. During this review, all appropriate actions must be taken to address any identified shortcomings or failures to ensure that the Policy remains robust and fully compliant with regulatory standards and best practice.
16.5. The Company shall ensure that the information disclosed to Clients includes:
(i) description of conflicts of interest: specific, clear and detailed information on crypto-related services, activities or circumstances that cause or may cause conflicts of interest, including the Company's role and position in the Client relationship;
(ii) nature of conflicts of interest: a clear description of the conflicts of interest identified;
(iii) related risks: identification of risks related to conflicts of interest;
(iv) steps taken: measures and actions implemented to prevent or mitigate conflicts of interest.
16.6. This information is continuously updated and available to Clients at any time and on all devices on which the Company provides its crypto-related services. In the case of publication on digital devices, the Company also includes a link to the disclosures on its website. All disclosures are available in the languages used by the Company to communicate and promote its services in the relevant Member State.
16.7. The Company maintains an up-to-date register including:
(i) all situations giving rise to actual and potential conflicts of interest;
(ii) relevant crypto-related services or activities that are linked to these conflicts;
(iii) steps taken to prevent or manage conflicts of interest where appropriate.
16.8. The Company shall maintain a register documenting the types and circumstances of conflicts of interest and the preventive and remedial measures. Reports on conflicts of interest will be regularly presented to the Management Board, and made available to the relevant supervisory authorities.
17. SCOPE OF PERSONAL TRANSACTIONS
17.1. A personal transaction includes any transaction involving cryptoassets or resulting in a position in cryptoassets or exposure to cryptoassets by or on behalf of a related person if it meets at least one of the following criteria:
(i) the Related Person acts outside the scope of its professional activities;
(ii) the transaction is carried out for the account of one of the following persons: Related Person, person with whom the Related Person has a family relationship or close association, person in respect of whom the Related Person has a direct or indirect material interest in the outcome of the transaction, other than the receipt of a fee or commission for the execution of the transaction.
17.2. For the purposes of this procedure, a person with whom a Related Person has a family relationship means:
(i) the spouse of a Related Person or a partner recognised by national law as equivalent to a spouse;
(ii) a dependent child or stepchild of the Related Person;
(iii) any other relative of the Related Person who has resided with the Related Person in the same household for at least one year on the date of the personal transaction or within the last five years.
17.3. The Company requires Related Persons to report all personal transactions before they take place and monitors such transactions to ensure compliance with this policy and to exclude potential abuse.
17.4. Related Persons are prohibited from engaging in personal transactions that:
(i) involve the use of insider information or any other non-public material information obtained through their professional activities;
(ii) create or may create a conflict of interest with the Company or its Clients;
(iii) could negatively impact the Company’s reputation, regulatory standing, or compliance with applicable laws and policies.
17.5. Related Persons must maintain accurate records of all personal transactions involving cryptoassets and provide such records to the Company upon request. The Company retains the right to audit these records periodically to ensure full compliance with this policy.
17.6. Any violation of these provisions may result in disciplinary action, including but not limited to formal warnings, financial penalties or restitution of any ill-gotten gains, termination of employment or contractual relationship with the Company, referral to relevant regulatory authorities if required.
17.7. The Company ensures that Related Persons do not enter into personal transactions that:
(i) are prohibited under Title VI of the MiCA;
(ii) involve the misuse or improper disclosure of confidential information;
(iii) interfere or may interfere with the Company's obligations under the MiCA.
17.8. To prevent breaches, the Company implements the following measures:
(i) all Related Persons are regularly informed of the restrictions on personal transactions and the measures implemented by the Company;
(ii) Related Persons are required to notify the Company immediately of any personal transaction made or to follow other procedures that allow the Company to identify such transactions;
(iii) the Company keeps a record of all reported and identified personal transactions, including any authorisations or prohibitions issued.
17.9. Where activities are outsourced, the Company ensures that outsourcing entities keep a record of personal transactions made by Related Persons in the course of their business, shall, upon request by the Company, promptly provide information on such transactions.
18. POLICY REVIEW, APPROVAL, AND AMENDMENTS
This Policy is subject to regular review, approval, and amendments to ensure its continued effectiveness, compliance with legal requirements, and alignment with evolving regulations.
This policy is approved by the Company’s statutory body, based on the recommendations provided by the Compliance Officer. The final approval is documented in an official resolution of the statutory body, confirming its adoption and enforceability within the Company.
The Compliance Officer is responsible for periodic policy reviews, ensuring it remains aligned with current regulatory requirements and risk factors.
The policy shall be formally reviewed and updated at least annually, or whenever significant regulatory or operational changes occur.
Any amendments must be proposed by the Compliance Officer, reviewed by senior management, and approved by the statutory body before taking effect.
Once amended, the updated policy is communicated to all relevant personnel, ensuring full understanding and compliance.
This policy is effective immediately upon approval and remains in force indefinitely unless replaced or revoked by a subsequent resolution. The latest approved version of the policy shall be maintained as an official internal document and made accessible to all responsible employees.
