1. PURPOSE AND REGULATORY CONTEXT

This Conflicts of Interest Policy applies to all dealing activities by employees of Cregis Custody FZE (herein referred to as "Cregis," "the Firm," "the Company," "we," or "our"). This Policy covers all products and dealing activities within the Firm.

This Policy is adopted to ensure ongoing compliance with:

• the Virtual Assets and Related Activities Regulations 2023;
• the Market Conduct Rulebook;
• the Compliance and Risk Management Rulebook;
• the Company Rulebook, as issued by the Dubai Virtual Assets Regulatory Authority - VARA

2. SCOPE OF APPLICATION

This Policy applies to:

• all members of the Board of Directors;
• Senior Management;
• all employees (permanent, temporary or secondees);
• contractors and consultants with access to confidential or inside information;
• any Group entities, where relevant to the provision of Custody Services.

The Policy applies across all activities undertaken by Cregis in its capacity as a Custody Services Provider and must be read in conjunction with the Firm's:

• Code of Ethics;
• Anti-Bribery and Corruption Policy;
• AML/CFT Policy;
• Insider Trading & Personal Account Dealing Policy;
• Third-Party Risk Management Policy;
• Data Governance and Information Security Framework.

as well as all applicable policies of entities affiliated to Cregis.

3. DEFINITIONS

For the purposes of this Policy:

• Conflict of Interest - A situation where a person's personal, financial, or other interests could improperly influence or appear to influence their professional duties or decisions.
• Actual Conflict - A real and existing conflict where personal interests are directly affecting a person's judgement or actions in their professional role.
• Potential Conflict - A situation where a conflict does not currently exist but could reasonably arise in the future due to relationships, interests, or activities.
• Perceived Conflict - A situation where there is no actual conflict, but others could reasonably believe that a conflict exists, potentially undermining trust or objectivity.
• Inside Information - Non-public, confidential information that, if disclosed or used, could give an unfair advantage in financial, business, or regulatory decisions.

4. CONFLICT IDENTIFICATION PRINCIPLES

Cregis shall take all reasonable steps to identify conflicts of interest arising between:

• the Firm and its clients;
• one client and another client;
• the Firm and its Group entities;
• the Firm and third party service providers;
• Board members, Staff or Related Parties and clients.

Particular attention is paid to conflicts that may arise from:

• custody control versus client instructions;
• wallet access, key management and transaction authorisation;
• incident response, asset recovery or fork-handling decisions;
• outsourcing arrangements and reliance on third-party infrastructure providers;
• Group level commercial or governance relationships.

5. CONFLICT CLASSIFICATION AND ASSESSMENT

All identified conflicts must be assessed and classified as:

• Actual;
• Potential;
• Perceived.

The Compliance Officer is responsible for:

• assessing materiality;
• determining whether the conflict can be avoided;
• approving mitigation measures;
• escalating material conflicts to Senior Management or the Board, where required.

6. CONFLICT MANAGEMENT MEASURES

Where conflicts cannot be avoided, Cregis shall implement proportionate controls including, as applicable:

• segregation of duties and functional separation of teams;
• information barriers and access restrictions;
• enhanced transaction approval thresholds;
• independent oversight or secondary approvals;
• exclusion of conflicted persons from decision-making processes.

All conflicts and mitigation actions must be recorded in the Conflicts Register.

7. DISCLOSURE TO CLIENTS

Where a conflict of interest poses a material risk to a client's interests and cannot be effectively mitigated, Cregis shall:

• disclose the nature and source of the conflict;
• explain the potential impact on the client;
• describe the mitigation measures implemented;
• obtain the client's informed consent, where required.

Disclosures must be:

• clear, fair and not misleading;
• made prior to the relevant activity taking place, where practicable;
• documented and retained.

8. BOARD AND SENIOR MANAGEMENT CONFLICTS

Any Board member or Senior Manager with a material interest in a matter under consideration must:

• promptly declare the interest;
• abstain from deliberation and voting on the matter;
• ensure the conflict is minuted and recorded.

The remaining Board members shall determine whether additional controls or external advice are required.

9. INDEPENDENCE AND REPRESENTATIONS

Where Cregis represents itself as independent, it shall ensure that:

• it does not receive inducements, commissions or benefits from third parties in connection with Custody Services;
• Group relationships do not impair objective decision-making;
• marketing and client communications accurately reflect the Firm's operational independence.

Independence representations are subject to periodic compliance review.

10. RELATED PARTY TRANSACTIONS

All Related Party Transactions must:

• be conducted on arm's length terms;
• receive prior Board approval where material;
• be recorded in a Related Party Transactions Register;
• be reported to VARA in accordance with regulatory requirements.

Conflicted parties must not participate in approval decisions.

11. INSIDER LISTS AND PERSONAL ACCOUNT DEALING

Cregis maintains Insider Lists for individuals with access to Inside Information.

Board members and Staff must obtain prior written approval before:

• dealing in Virtual Assets;
• acquiring shareholdings or directorships in external entities; or
• engaging in activities that may create a conflict of interest.

12. PROPRIETARY TRADING PROHIBITION

Cregis is prohibited from actively trading or investing its own or Group Virtual Asset portfolios, except as permitted for regulatory capital or liquidity management purposes.

13. BREACHES AND DISCIPLINARY ACTION

Failure to disclose or manage conflicts in accordance with this Policy may result in:

• disciplinary action;
• termination of employment or engagement; and/or
• regulatory notification to VARA, where required.

14. RECORD KEEPING AND RETENTION

All conflict-related records shall be retained for a minimum of eight (8) years and made available to VARA upon request.

15. REVIEW AND GOVERNANCE

This Policy shall be reviewed at least annually, or sooner where:

• there is a material change in the Firm's business model;
• regulatory requirements are amended; or
• deficiencies are identified through audits or inspections.

16. POTENTIAL CONFLICTS

Potential conflicts may arise from:

• Client relationships;
• Relationships with third party service providers;
• Employee interests competing with Cregis products or services;
• Competing interests between clients.

Cregis mitigates conflicts through:

• Employee compliance policies requiring disclosure and reporting;
• Governance rules for third party relationships;
• Legal, risk, and compliance reviews;
• Internal guidance and training.