3.1 Manual Purpose

This Conflict of Interest Manual ("the Manual") establishes the internal policy and procedures for identifying, disclosing, and managing actual, potential, and perceived conflicts of interest within the Group.

Due to the nature of the Company's business activities, situations may arise where conflicts of interest exist or may be perceived to exist. This Manual aims to provide clear guidance on how to identify, manage, and resolve such situations to ensure fairness, transparency, and compliance with regulatory requirements.

Manual Application

1. This Manual provides governance guidelines for identifying, managing, and mitigating conflicts of interest for:
   1. Its Group
   2. The Company
   3. The Board
   4. Company staff
   5. Clients
   6. Investors
2. This Manual ensures that actual, potential, and perceived conflicts of interest are identified and managed appropriately.
3. It minimizes the risk of unfair treatment of clients and third parties, prevents market abuse, and protects the Company's reputation.
4. It protects the Company against regulatory sanctions, reputational harm, and financial losses.
5. It promotes a culture of integrity, transparency, and ethical conduct within the Group.

3.3 Understanding this Manual

This Manual applies to the Company's Board and and all staff members. All staff members are required to read, understand, and comply with the provisions of this Manual.

3.4 Review of this Manual

1. This Manual must be reviewed at least annually, or as directed by the Board or the Compliance Officer, to ensure its continued relevance and effectiveness.
2. Any breaches of this Manual must be escalated to the Compliance function immediately.

3.5 Ownership

1. This Manual is owned by the Compliance Officer.
2. It must be approved and issued by the Board.
3. Any exceptions must be approved by the Board prior to application.

3.5 Disclaimer

This Manual has been prepared to support the Company's VARA license application and ongoing compliance obligations.

4. Guiding Principles on Conflicts of Interest

4.1 General Principles

1. A conflict of interest arises when the Group, the Company, the Board, staff members, or their close personal relationships have a personal interest that could potentially influence, or be perceived to influence, their objectivity or ability to act in the best interests of the Company or its clients.
2. The Group
3. The Company
4. The Board
5. Company staff
6. Clients

Investors

Conflicts of interest may be: actual (already existing), potential (arising under certain circumstances), or perceived (where a reasonable person might believe a conflict exists, even if it does not).

The Company is committed to proactively identifying, disclosing, and managing conflicts of interest to protect its integrity and the interests of its clients.

If a conflict of interest cannot reasonably be avoided, the Company must manage it transparently and effectively to mitigate any adverse impact.

If the Company, the Board, or staff members have an interest or relationship that could give rise to a conflict of interest, they must disclose it promptly.

The Company must maintain a dedicated Conflict of Interest Register, recording all identified conflicts and the measures taken to manage them.

When representing itself as an independent in a Virtual Asset activity, the Company must ensure that it acts in the best interests of its clients and avoids any conflicts of interest that could compromise its impartiality.

4.2 Staff-Specific Principles

1. Staff must ensure that personal interests do not conflict with the duties owed to the Company and its clients.
2. Staff must act with honesty and integrity, prioritizing the interests of the Company and its clients above their own.
3. Staff must avoid actual or potential conflicts of interest, both in personal and professional capacities.
4. Staff must recognize actual, potential, or perceived conflicts of interest and disclose them promptly.
5. Staff must not use their position to advance personal interests, harm the Company, or gain an unfair advantage.
6. Staff must not misuse information obtained during the course of work. This includes confidential client information and proprietary Company data.

5.1 Identification

Conflicts of interest may arise in various situations across the Company. Examples include:

• Nepotism: Favoring relatives or personal friends due to relationships rather than merit.
• Gifts & Entertainment: Exchanging benefits with the expectation of return favors or influence.
• Self-Dealing: When a director, officer, or controlling shareholder uses their position to benefit themselves directly.
• Outside Employment: Engaging in activities that conflict with official duties or create a perception of divided loyalties.
• Bribery / Kickbacks: Offering or accepting something of value, usually money, to influence a decision.
• Current or Prior Relationships: Connections with strategic partners or highly valued clients that could influence decisions.
• Services: Holding an interest in the outcome of a client service or transaction.

Additional examples are outlined in Section 6. All stakeholders—including staff, clients, and third parties—are expected to identify and report potential conflicts.

5.2 Escalation

Once identified, conflicts of interest must be managed promptly and fairly. The escalation process is as follows:

1. Step 1: Report the conflict to the immediate supervisor, with details of its nature and parties involved.
2. Step 2: Supervisors or Senior Management assess the conflict, consult relevant policies, and determine initial actions.
3. Step 3: Senior Management must notify the Compliance Officer of the conflict and provide all relevant information.
4. Step 4: The staff member must be given an opportunity to explain and provide additional information regarding the conflict.
5. Step 5: The Compliance Officer assesses and approves conflict cases, ensuring compliance with policies and regulations.
6. Step 6: If the Compliance Officer is directly involved in the conflict, the case must be escalated to the Board for review.
7. Step 7: The Board is the approving authority for conflicts involving the CEO, Board members, or other senior management.
8. Step 8: Once resolved, all actions must be documented, and the Conflict of Interest Register updated.

5.3 Conflicts of Interest Register

1. The Compliance function must maintain a comprehensive record of all identified conflicts of interest.
2. The Compliance Officer must log the nature of each conflict, the decisions made, and the resolution steps taken.

5.4 Management and Control

The Company will take all reasonable steps to ensure that conflicts of interest are managed effectively. This includes:

5.4.1 Conflict Checks

1. Conflict checks must be conducted for potential contracts, agreements, or transactions to identify any conflicts.
   1. Vendor selection
   2. Outsourcing arrangements
2. Conflict checks must also be performed on staff members' personal activities that could create conflicts, such as:
   1. Direct family members (spouse, children, spouses of children, parents)
   2. Political affiliations
   3. Gifts and hospitality, whether offered or intended to be received

5.4.2 Disclosures

1. All staff must promptly disclose any actual or potential conflicts of interest to their immediate supervisor and the Compliance Officer.
   1. Family members employed by the Company, regardless of department
   2. Directorships or significant shareholdings in other companies
   3. Any interest in a partnership, will, or trust
   4. Directorship in any corporate arrangement
   5. Any role or position of responsibility that may conflict with Company interests
2. Disclosure must be made as soon as the potential conflict is identified.
3. New hires must disclose all potential conflicts during the hiring process and annually thereafter.

5.4.3 Personal Gifts and Entertainment

A conflict of interest may arise if a staff member receives or offers a gift or entertainment that could influence business decisions.

5.4.4 Outside Business Interest

Staff interests outside their role at the Company may conflict with the interests of the Company or its clients.

5.4.5 Segregation of Duties

The Company must maintain clear structural segregation between business functions to prevent conflicts of interest.

5.4.6 Vendors and Third-Party Representatives

1. The Company must conduct due diligence on vendors and third-party representatives to identify potential conflicts.
2. Conflicts of interest may arise with vendors and third-party representatives who have personal relationships with staff or Board members.
3. Staff are expected to identify, escalate, and manage potential conflicts of interest involving vendors.
4. The Company must manage actual or potential vendor relationships, which includes:

5.4.7 Escalation

5.4.7 Escalation

5.4.8 Whistleblowing

The Company must provide appropriate channels for reporting or whistleblowing concerns related to conflicts of interest.

1. Any breach or violation whether advertent or inadvertent, of the Conflict-of-Interest Manual may lead to serious consequences.
2. Loss of clients.
   1. Client litigation.
   2. Sanctions from the regulator.
   3. Disciplinary action or potential dismissal at the discretion of Human Resources.
   4. Breaches reported must remain confidential and contained to avoid increasing reputational damage.
3. Breaches must be investigated promptly and fairly.

1. All staff shall undergo mandatory training relevant to their role, in respect of the Conflict-of-Interest Manual.
2. Attendance of training shall be monitored for performance evaluation purposes.
3. Non-compliance shall lead to violation of this Manual and shall be escalated to the Compliance Officer.

Examples of conflicts of interest scenarios that may occur in the Company: