Policy on the Identification, Prevention, Management and Disclosure of Conflicts of Interest of BlockDev PLC

Version: 2.0

Date of update: 27 September 2026

Approved by: the Board of Directors of BlockDev PLC

Document owner: Compliance Department

Next review: by 27 September 2027 at the latest, or upon a material change

I. Subject matter and purpose of the Policy

This Policy sets out the rules, procedures and organisational measures that BlockDev PLC applies to identify, prevent, manage, document, monitor and, where necessary, disclose actual, potential or perceived conflicts of interest. The Policy forms part of the Company’s internal system of governance, internal control and client protection, and applies in connection with its activities as a crypto-asset service provider.

The purpose of the Policy is to ensure that BlockDev PLC acts honestly, fairly and professionally and in the best interests of its clients, while ensuring objective, independent and transparent internal decision-making. The Policy is intended to prevent situations in which the interests of the Company, its shareholders, members of the Board of Directors, employees, persons performing key functions, external contractors, partners or other related persons may conflict with the interests of clients or with the interests of the Company itself. The Policy also aims to prevent situations in which a conflict of interest may lead to harm to a client, unequal treatment of clients, misuse of information, biased decision-making, a breach of applicable regulatory requirements, the compromise of internal control, the impairment of the independence of the control functions or damage to the Company’s reputation.

For the purposes of this Policy, conflicts of interest are construed broadly and include both conflicts that have already arisen and situations in which a conflict may arise in the future or in which an objective perception of a conflict may be created. The Company recognises that even a perceived conflict of interest may pose a risk to client trust, the regulatory assessment and the integrity of internal governance; such situations are therefore also subject to declaration, assessment and management.

This Policy establishes a framework through which BlockDev PLC identifies the circumstances that may give rise to a conflict of interest, including in the provision of crypto-asset services, client onboarding, dealings with external service providers, partner relationships, management decisions, remuneration, personal transactions, gifts, outside professional engagements, family or close personal relationships, and where one person performs more than one function at the same time.

The Company endeavours to prevent conflicts of interest wherever possible through a clear allocation of functions and responsibilities, segregation of business and control functions, independence of the compliance/AML/CFT function, controls over access to information, prior review of material decisions, rules on outsourcing and procedures for declaring personal and professional interests.

Where a conflict of interest cannot be entirely avoided, the Company manages it through appropriate organisational, procedural and control measures. Such measures may include restricting the affected person’s participation in deliberations or voting, review by an unconflicted person or function, the introduction of information barriers, restricting access to sensitive information, independent legal or compliance review, additional approval by the Board of Directors, or refraining from carrying out the relevant activity. Every actual, potential or perceived conflict of interest identified is documented. The Company maintains a Conflicts of Interest Register, which records the nature of the conflict, the persons or functions affected, the risk assessment, the measures taken, the restrictions applied, the decisions of the competent bodies or functions, and the follow-up monitoring. The Register is maintained by the Compliance Department.

The Policy provides for internal escalation to the Compliance Department, the Executive Director and/or the Board of Directors, depending on the nature, severity and potential impact of the conflict. Where the conflict concerns a member of the Board of Directors, a key control function, a material service provider, a client interest or a regulatory obligation, the case is examined with heightened care and documented in a manner that allows subsequent verification.

Where organisational and administrative measures are not sufficient to ensure, with reasonable confidence, that the risk of damage to the client’s interests will be prevented, the Company discloses to the client the general nature and sources of the conflict of interest, as well as the steps taken to mitigate the risk. The disclosure is made clearly, accurately and comprehensibly, and before the relevant service is provided, so that the client can take an informed decision.

Disclosure of a conflict of interest does not replace the Company’s obligation to identify, prevent and manage the conflict. It is used as an additional measure where the internal measures alone are not sufficient. Where the conflict cannot be managed effectively, or where the risk to the client remains unacceptable, BlockDev PLC declines to carry out the relevant activity, does not accept the client, does not enter into the relevant contract, or discontinues the provision of the service, to the extent necessary to protect the client and to comply with the applicable requirements.

This Policy is applied proportionately, taking into account the scale, nature, complexity and range of the crypto-asset services that BlockDev PLC has applied for or provides, as well as the Company’s actual business model, organisational structure, the number and roles of its key persons, the external service providers used, the payment or partnership model, the technological infrastructure, client flows and overall risk profile.

The Policy applies to all employees, members of the Board of Directors, persons performing key functions, external consultants and service providers, insofar as their actions, interests or relationships may give rise to a conflict of interest in connection with the activities of BlockDev PLC. All persons within the scope of the Policy are required to assist in the identification, declaration, management and documentation of conflicts of interest.

II. Legal framework

This Policy has been drawn up in accordance with:

Regulation (EU) 2023/1114 on markets in crypto-assets (MiCA), including Article 72 on the identification, prevention, management and disclosure of conflicts of interest;
Delegated Regulation (EU) 2025/1142 on the technical standards for policies, procedures and disclosures on conflicts of interest of crypto-asset service providers;
Delegated Regulation (EU) 2025/305 on the information to be included in an application for authorisation as a crypto-asset service provider;
the applicable Bulgarian legislation on markets in crypto-assets;
the applicable AML/CFT and sanctions requirements;
the Company’s internal rules, including the Internal Organisation Rules, the Operations Management Programme, the AML/CFT Rules, the Policy on Outsourcing Activities to External Contractors, the Marketing Content and Approval Process Policy, and the other applicable internal policies.

III. Scope

This Policy applies to all persons, bodies, functions and external parties whose interests, roles, duties, contractual relationships or access to information may give rise to an actual, potential or perceived conflict of interest in connection with the activities of BlockDev PLC as a crypto-asset service provider. The Policy applies to BlockDev PLC, its shareholders, the members of the Board of Directors, the Executive Director, the procurator (if one has been appointed), all employees, persons performing key functions, and persons involved in internal governance, the control environment, service provision, client processes, technological infrastructure, financial reporting, regulatory compliance, AML/CFT controls, risk management, marketing, sales, partner relationships or outsourcing. The Policy also applies to external consultants, external contractors, service providers and partners, insofar as their services, contractual relationships, professional interests, access to systems, access to client information or involvement in the Company’s processes may give rise to a conflict of interest. This includes, where applicable, payment/EMI partners, liquidity providers, wallet/custody infrastructure providers, KYC/KYB providers, KYT/blockchain analytics providers, transaction monitoring providers, ICT providers, cloud providers, accountants, legal and compliance advisers, auditors and other support providers. The Policy also covers persons who have a direct or indirect connection with the Company, its shareholders, members of the Board of Directors, employees or key functions through control, ownership, a management position, an employment relationship, a consultancy engagement, a contractual relationship, a family or close personal relationship, an economic interest or other professional dependence, where such a connection may affect objectivity, independence or impartiality in decision-making.

This Policy covers conflicts of interest between BlockDev PLC and its clients or prospective clients, including cases in which the Company, one of its employees, a member of its management body, a shareholder, a service provider or another related person may have an interest that differs from that of the client, or an incentive to place its own interest, a commercial outcome, a contractual relationship or an internal objective above the fair treatment of the client.

The Policy also covers conflicts between different clients or groups of clients where there is a risk that one client may be treated more favourably than another, including with regard to access to services, information, the processing of requests, the execution of transactions, pricing, fees, partner terms, onboarding, complaints handling or other client processes.

The Policy also applies to conflicts between the Company and its shareholders, members of the Board of Directors, executive management, employees, key functions, external service providers or partners. Such conflicts may arise, for example, in connection with remuneration, outside business activities, involvement in other companies, contracts with related or professionally connected persons, the selection of service providers, outsourcing, the approval of expenditure, oversight of performance or access to sensitive information.

The Policy also covers internal conflicts between different functions within the Company, particularly where one person performs more than one role or where a given function is involved both in operational execution and in subsequent control. In such cases, the Company applies measures of segregation of duties, documentation, independent review, abstention from participation in decisions and escalation to the Compliance Department, the Executive Director or the Board of Directors, where necessary.

BlockDev PLC is not part of a group of undertakings and has no subsidiaries or affiliated companies in the group sense. Nevertheless, the Company recognises that conflicts of interest may arise from outside management positions, contractual relationships with payment or other partners, consultancy engagements, professional or personal connections, family relationships between persons holding management or key functions, and relationships with service providers or clients.

The Policy applies both to conflicts that have already arisen and to potential or perceived conflicts. For the purposes of the Policy, it is not necessary for the conflict to have already caused harm to a client or to the Company. It is sufficient that there is an objective possibility, or a reasonable perception, that a given situation may affect independence, objectivity, the fair treatment of clients, the quality of the service, internal control or regulatory compliance. All persons within the scope of this Policy are required to identify, declare and escalate actual, potential or perceived conflicts of interest in a timely manner and in accordance with the internal rules. Failure to comply with this obligation constitutes a breach of the Company’s internal rules and may result in the application of appropriate corrective, disciplinary or contractual measures.

IV. Definitions

For the purposes of this Policy:

“Conflict of interest” means any situation in which the interests of the Company, a client, an employee, a member of the Board of Directors, a shareholder, an external service provider or another related person are, or may be, incompatible, so as to create a risk that a person or the Company may act without objectivity, with bias or not in the best interests of the client.

“Actual conflict of interest” means a conflict that has already arisen and may directly affect decision-making, the performance of a service, the treatment of a client or internal control.

“Potential conflict of interest” means a situation in which a conflict has not yet arisen but is likely to arise in the future under certain circumstances.

“Perceived conflict of interest” means a situation that may objectively create the impression of a conflict, even if no actual conflict has arisen.

“Related person” includes shareholders, members of the Board of Directors, employees, persons having a control relationship with the Company or its shareholders, and persons who, through professional, personal, family, economic or other relationships, may influence the objectivity of decisions.

“Chinese wall” / “information barrier” means an organisational, technical or procedural measure that restricts the exchange of sensitive, confidential, client or internal information between persons or functions where such an exchange may give rise to a conflict of interest.

“Arm’s length” means the principle under which contractual or commercial relationships are entered into on market, objective and independent terms, without unjustified preferential treatment.

“Remuneration” includes any form of monetary or non-monetary payment, bonus, commission, award, advantage, benefit or other gain that may create an incentive to act contrary to the interests of clients or of the Company.

“Family or close personal relationship” has the following meaning:

(a) the spouse of the related person, or a partner of that person considered by national law as equivalent to a spouse;
(b) a dependent child or stepchild of the related person;
(c) any other relative of the related person who has shared the same household as that person for at least one year during the five years preceding the date of the personal transaction concerned.

V. Core principles

BlockDev PLC applies a consistent and preventive approach to the identification, prevention, management, documentation and disclosure of conflicts of interest. The Company regards the management of conflicts of interest as an essential element of its internal system of governance, internal control and client protection, and of maintaining trust in its activities as a crypto-asset service provider. The Company acts honestly, fairly and professionally and in the best interests of its clients. All decisions relating to service provision, client onboarding, the selection of service providers, partner relationships, pricing, marketing communications, complaints handling, remuneration and internal control should be taken objectively, transparently and without improperly favouring the interests of the Company, any of its employees, a member of its management body, a service provider, a partner or another client. BlockDev PLC identifies conflicts of interest at the earliest possible stage. Every employee, member of the Board of Directors, person performing a key function, external consultant or service provider (where applicable) is under an obligation to report in a timely manner any circumstances that may give rise to a conflict of interest. The absence of immediate harm to a client or to the Company does not release the person concerned from the obligation to declare and escalate. Where a conflict of interest is identified, BlockDev PLC applies appropriate organisational, administrative, procedural and control measures. These measures may include segregation of duties, restricting access to information, the introduction of information barriers, abstention from participation in deliberations or voting, independent review by an unconflicted person or function, additional approval by the Board of Directors, contractual safeguards, updating internal rules, or refraining from carrying out the relevant activity.

The Company ensures the independence of its control functions. The functions responsible for compliance, AML/CFT, risk management, ICT controls and internal audit or independent internal review should have the necessary independence, access to information, right of escalation and ability to carry out objective assessments. The control functions should not be involved in sales, marketing, commercial offering, the operational execution of client orders or other activities that are subsequently subject to their control.

BlockDev PLC requires related persons to declare actual, potential or perceived conflicts of interest. This includes, but is not limited to, outside professional engagements, holdings in other companies, management positions, consultancy relationships, economic interests, family or close personal relationships, personal transactions in crypto-assets, gifts, inducements, contractual relationships with service providers or partners, and situations in which one person performs more than one function within the Company.

The Company maintains a Conflicts of Interest Register. It records all identified actual, potential and perceived conflicts, their classification, the persons, functions, clients or service providers affected, the risk assessment, the measures taken, the restrictions applied, the decisions of the competent functions or bodies, and the follow-up monitoring. The Register is maintained by the Compliance Department and is reviewed periodically.

Access to sensitive, confidential, client, commercial, financial, technological or internal information is restricted to persons who have a genuine need to know it in connection with the performance of their functions. The Company applies the principles of need-to-know, least privilege, segregation of duties, access control, logging and, where necessary, information barriers between persons or functions where the exchange of information may create or exacerbate a conflict of interest.

All decisions and measures relating to the identification and management of a conflict of interest, and the grounds for them, are documented. The documentation may include declarations, opinions of the Compliance Department, minutes of meetings, email correspondence, internal forms, Register entries, decisions of the Board of Directors, restrictions on participation or other evidence. Documentation is intended to ensure traceability, accountability and the possibility of subsequent internal, audit or regulatory review.

Where organisational and administrative measures are not sufficient to ensure, with reasonable confidence, that the risk of damage to the client’s interests will be prevented, BlockDev PLC discloses to the affected client the general nature and source of the conflict, the risk to the client and the steps taken to mitigate it. The disclosure is made clearly, accurately and comprehensibly, and before the relevant service is provided, so that the client can take an informed decision.

Disclosure of a conflict of interest is not used as a substitute for the effective prevention and management of the conflict. It is an additional measure applied only where the internal organisational and control measures are not sufficient on their own. Where the conflict cannot be managed in a way that protects the client’s interests and the Company’s regulatory compliance, BlockDev PLC declines to carry out the relevant activity, does not accept the client, does not enter into the relevant contract, or discontinues the provision of the service, to the extent necessary.

For the purposes of identifying, preventing, managing, documenting and disclosing conflicts of interest, BlockDev PLC may process personal data of persons within the scope of this Policy, including names, position, function, professional engagements, holdings in companies, management positions, declared economic interests, family or close personal relationships, data on personal transactions in crypto-assets, gifts or inducements received, and information necessary to assess an actual, potential or perceived conflict of interest. Processing is carried out only to the extent necessary for the performance of the Company’s legal and regulatory obligations, in compliance with the principles of lawfulness, fairness, transparency, purpose limitation, data minimisation, accuracy, storage limitation, confidentiality and security. Only persons and functions that need to know such data for the purposes of applying this Policy, internal control, audit or supervisory inspection have access to it.

As at the date of adoption of this Policy, BlockDev PLC does not seek authorisation for, does not provide and does not intend to provide the service of placing of crypto-assets. The Company does not participate in the primary offering, distribution, allocation, marketing or sale of crypto-assets in the name or on behalf of an issuer, an offeror or a party related to an offeror of crypto-assets. The services for which the Company has applied are limited to the crypto-asset services described in the application, the Business Plan, the Programme of Operations and the client documentation. They do not include any activity in which BlockDev PLC undertakes to place, offer, distribute or direct clients towards the acquisition of crypto-assets issued or offered by a third party.

Accordingly, the additional conflict-of-interest requirements applicable to the provision of the service of placing of crypto-assets do not apply to the Company’s current business model. Nevertheless, should the Company in the future intend to introduce such a service, it will be subject to a prior legal, regulatory, AML/CFT, operational and conflict-of-interest assessment, prior approval by the Board of Directors and, where applicable, prior authorisation from, or notification to, the competent authority. Before any such service is introduced, this Policy will be updated with specific rules for the identification, prevention, management and disclosure of conflicts of interest relating to the placing of crypto-assets, including rules on relationships with issuers/offerors, remuneration, inducements, client targeting, disclosure of information, allocation among clients and protection against preferential treatment.

VI. Identification of conflicts of interest

The Company identifies conflicts of interest in connection with:

the appointment or replacement of key persons;
the conclusion of contracts with external service providers;
the onboarding of clients or partners;
the introduction of a new product, service or client flow;
the acceptance of a new crypto-asset;
a change in the business model;
a change in the technological infrastructure;
negotiations with payment/EMI partners, liquidity providers, wallet/custody infrastructure providers, KYC/KYB, KYT, transaction monitoring or other service providers;
the setting of remuneration and bonuses;
the receipt or provision of gifts, benefits or inducements;
outside business activities of employees or members of the Board of Directors;
personal transactions in crypto-assets;
complaints, incidents, inspections or audit findings.

When identifying a conflict, the Company assesses whether:

the Company or a related person may make a financial gain or avoid a loss at the expense of a client;
the Company or a related person has an interest in the outcome of a service or transaction that is distinct from the client’s interest;
there is an incentive to favour one client or group of clients over other clients;
the Company or a related person receives an inducement from a third party other than a standard remuneration or contractual fee;
a person simultaneously performs functions that may affect his or her objectivity;
a member of the Board of Directors or an employee holds an outside position, interest or professional connection that may influence his or her decisions;
a person’s remuneration may incentivise him or her to place commercial results above compliance, control or the client’s interest;
an external service provider or partner may obtain an unjustified advantage;
information about a client, transaction or service provider may be misused;
marketing or commercial content may create a misleading impression as to the scope of the services or the role of partners.

VII. Specific potential conflicts identified at BlockDev PLC

1. CPO and member of the Board of Directors

Where one person performs the CPO function (product, operational risk and reporting) and is at the same time a member of the Board of Directors, a potential conflict arises between the operational role and the supervisory role.

The risk is that the person may take part in preparing or coordinating operational decisions and subsequently take part in overseeing, assessing or approving them at Board of Directors level.

Management measures:

the conflict is declared and entered in the Conflicts of Interest Register;
in decisions relating to the CPO’s own proposals, reports or actions, the person notifies the other members of the Board;
where necessary, the person abstains from voting on, or participating in, certain decisions;
the decision is reviewed by another member of the Board, the Compliance Department or an independent function;
decisions are recorded in the minutes of the Board of Directors;
where the risk is material, an external or independent review may be required.

2. Member of the Board of Directors holding a role in a company for which BlockDev PLC acts as agent

Where a member of the Board of Directors of BlockDev PLC holds a management or supervisory role in a payment/EMI partner or another company in respect of which BlockDev PLC acts as an agent/registered representative, a potential conflict of interest arises.

The risk includes the possibility of influence over contractual terms, the exchange of sensitive information, preferential treatment, a biased assessment of the partner relationship, or a perception on the part of clients and the regulator that decisions have not been taken fully independently.

Management measures:

the conflict is declared and entered in the Conflicts of Interest Register;
the person does not participate in deliberations or voting on matters relating to the specific payment/EMI partner or the agency relationship where his or her objectivity may be affected;
access to sensitive information is restricted on a need-to-know basis;
contracts, amendments, financial terms and material decisions concerning the partner are reviewed by the Compliance Department and/or by members of the Board who are not affected by the conflict of interest;
the relationship is negotiated on market and objective terms;
decisions are recorded in the minutes of the Board;
where residual risk remains, disclosure is made to the client where the conflict may affect a specific service.

3. Executive Director coordinating the finance function

Where the Executive Director also coordinates the finance and accounting function, a potential conflict may arise between operational management, financial planning, cost control and reporting to the Board of Directors.

The risk is that one person may be involved both in operational decision-making and in preparing the financial reporting that serves to oversee those decisions.

Management measures:

the finance function is supported by an external accountant and/or an external financial adviser;
material financial decisions, budget deviations, new critical service providers, prudential matters or insurance coverage are escalated to the Board of Directors;
financial reports are presented to the Board of Directors periodically;
material expenditure is documented and, where necessary, approved by unconflicted members of the Board;
where necessary, an independent internal review or external audit is carried out;
the conflict is entered in the Conflicts of Interest Register as a manageable potential conflict.

4. Family or close personal relationships between persons holding management or key functions

Where a family or close personal relationship exists between members of the Board of Directors, executive management, persons performing key functions or employees, this may give rise to an actual, potential or perceived conflict of interest.

Such a conflict may arise in particular where the related persons are involved in management decisions, oversight, performance appraisal, the setting of remuneration, disciplinary measures, the allocation of functions, the approval of expenditure, internal escalation, control over the other person’s activities, or decisions that may directly or indirectly affect the interests of one of them.

The Company subjects to enhanced review and monitoring any transaction resulting in the acquisition of a position in, or exposure to, a crypto-asset that is carried out in the name or on behalf of a related person, or of persons in respect of whom the conditions of Article 6 of Delegated Regulation (EU) 2025/1142 are met.

When assessing whether a conflict of interest exists, account is taken not only of formally established family relationships but also of the nature, closeness and actual substance of the relationship concerned, insofar as it may influence, or create the impression of influencing, the objectivity and impartiality of the related person.

Management measures:

the relationship is declared in writing and entered in the Conflicts of Interest Register;
the persons concerned notify the Compliance Department and/or the Board of Directors whenever a matter arises that may give rise to a conflict;
a person who has a personal interest in, or a close relationship with, the person concerned does not participate in deliberations, assessment, approval or voting where his or her objectivity may be called into question;
where necessary, decisions are reviewed or approved by an unconflicted person, an unconflicted member of the Board of Directors, the Compliance Department or an independent external expert;
the measures applied are documented in minutes, a register or another internal record;
in the periodic review of conflicts of interest, the Company assesses whether the relationship continues to constitute a manageable conflict and whether additional measures are required.

The existence of a family or close personal relationship does not automatically result in incompatibility with the position or function held, provided that the conflict is identified, declared, documented and managed through appropriate organisational and control measures.

5. Transitional professional engagements of key persons

Where a key person has an ongoing employment, consultancy or other professional engagement with another company that is relevant to the activities of BlockDev PLC, a potential conflict of interest arises.

Management measures:

the conflict is declared before appointment;
it is assessed whether the conflict is temporary and manageable;
before the person actually takes up the position, any incompatible engagements are terminated or brought into compliance;
the person does not participate, without appropriate transitional controls, in the control of activities that he or she personally performed as an external consultant;
for control functions, independence from business execution, sales, marketing and operational execution is ensured.

6. External service providers and outsourcing

A conflict of interest may arise where an external service provider, consultant, ICT partner, wallet/custody infrastructure provider, liquidity provider, payment partner, KYC/KYB, KYT or transaction monitoring provider has an economic, personal, professional or other interest that may affect the service provided to BlockDev PLC or its clients.

Management measures:

prior due diligence;
criticality and risk assessment;
checks on connections, ownership, management roles and potential conflicts;
contractual clauses on conflicts of interest, confidentiality, data protection, access, incidents and audit;
periodic review;
a register of external service providers;
an internal owner for each service provider;
exit/contingency measures for critical or important functions.

7. Remuneration and incentives

A conflict of interest may arise where a person’s remuneration is structured in a way that incentivises him or her to prioritise commercial results, volume, client onboarding or revenue over compliance, risk, client protection or service quality.

Management measures:

remuneration is determined on the basis of clear and objective criteria;
variable remuneration, if any, is not based solely or predominantly on quantitative commercial indicators;
for control functions, remuneration does not depend on the financial performance of the business functions they control;
sales and marketing incentives must not encourage the acceptance of unsuitable clients, the circumvention of onboarding requirements or the misleading presentation of the services;
remuneration decisions are documented;
a conflicted person does not participate in setting his or her own remuneration.

8. Outside professional engagement of the Head of the Compliance Department with another CASP or CASP applicant

Where the Head of the Compliance Department has, or intends to take on, a consultancy, management or other professional engagement with another crypto-asset service provider or an applicant for such authorisation, a potential conflict of interest arises and, depending on the specific circumstances, also a perceived one.

The risk includes the possibility of access to sensitive information of two companies in the same regulated sector, a conflict between professional duties, an overlap of clients or counterparties, insufficient time resources and doubts as to the independence of the control function.

The conflict is managed through prior declaration and assessment, entry in the Register, information barriers, access restrictions, abstention in the event of a specific overlap of interests, independent review and, where necessary, declining or terminating the outside engagement.

VIII. Prevention and management of conflicts of interest

The Company applies the following measures:

a clear allocation of functions and responsibilities;
segregation of business and control functions;
independence of the Compliance Department;
a right of direct escalation to the Board of Directors;
restriction of access to sensitive information;
application of the need-to-know principle;
information barriers between functions, where necessary;
abstention from deliberations or voting in the event of a conflict;
independent review by an unconflicted person or function;
documentation in minutes or a register;
contractual safeguards with service providers;
internal control over marketing and commercial claims;
restrictions on gifts, benefits and inducements;
rules on personal transactions in crypto-assets;
periodic review of the Conflicts of Interest Register;
staff training;
disclosure to clients where residual risk remains;
refraining from acting, or discontinuing a service, if the conflict cannot be managed.

Where a conflict cannot be prevented, the Compliance Department assesses whether it can be managed through appropriate measures. If the measures are not sufficient to ensure, with reasonable confidence, that the risk to the client will be prevented, the Company discloses the conflict to the client before the relevant service is provided, or declines to provide the service.

IX. Gifts, inducements and benefits

Employees, members of the Board of Directors and persons performing key functions may not accept or offer gifts, services, entertainment, discounts, commissions or other benefits that may influence, or create the impression of influencing, their independence, objectivity or professional judgement.

Only gifts of minor value that are customary in business relationships and do not create dependence or an expectation of preferential treatment are permitted.

All gifts or benefits above the internally set threshold are declared to the Compliance Department and recorded in a register. The Compliance Department may order that a gift or benefit be refused, returned, donated or restricted, or that other action be taken.

X. Outside business activities and personal interests

Employees, members of the Board of Directors and persons performing key functions are required to declare outside business activities, management positions, consultancy engagements, holdings in companies, memberships of bodies, financial interests, and family or professional connections that may give rise to an actual, potential or perceived conflict of interest.

The following must be declared, as a minimum:

membership of the management or supervisory bodies of other companies;
employment and consultancy engagements;
ownership of, or shareholdings in, service providers, clients, competitors or partners;
family relationships with clients, service providers, employees or members of management bodies;
professional relationships during the last three years with a person or company that may have a conflicting interest;
involvement in projects that may compete with the Company’s activities;
personal investments in crypto-assets or projects connected with the Company’s clients or partners;
family or close personal relationships with members of the Board of Directors, executive management, persons performing key functions, employees, clients, service providers or partners, where such relationships may give rise to an actual, potential or perceived conflict of interest.

The Compliance Department assesses each declaration and proposes management measures. Where the conflict of interest concerns the Head of the Compliance Department, the declaration is assessed by the Executive Director and, in material or complex cases, submitted to the Board of Directors for approval.

In addition, BlockDev PLC will carry out a prior assessment of the outside engagements of persons performing key control functions.

The Head of the Compliance Department and the Head of the Specialised Unit under the Measures Against Money Laundering Act (MAMLA) are required to declare in advance any new employment, management, consultancy or other professional engagement where it relates to:

(a) another crypto-asset service provider or an applicant for authorisation as a crypto-asset service provider;
(b) a client, service provider, competitor or partner of BlockDev PLC;
(c) a person whose activities, interests or relationships may overlap with the activities or interests of BlockDev PLC or its clients.

No such engagement may be taken on before the potential conflict of interest has been assessed.

The assessment is carried out by the Executive Director and, in material or complex cases, submitted to the Board of Directors for approval.

The assessment takes into account, as a minimum: the nature and duration of the engagement; the competitive nature of the activity; access to confidential or sensitive information; the possibility of overlap in clients, counterparties, services, crypto-assets or regulatory matters; the time commitment required; the possibility that the engagement may affect the independence, objectivity or effectiveness of the control function; and the possibility of a perceived conflict of interest arising.

Where necessary, restrictions may be imposed, including information barriers, restricted access to information, abstention from a specific matter, independent review, a time limit on the outside engagement, prior notification before it is activated, or a prohibition on taking it on or performing it.

Any approved outside engagement that constitutes a potential or perceived conflict of interest is entered in the Conflicts of Interest Register and is subject to periodic review, as well as to immediate reassessment if circumstances change.

XI. Personal transactions in crypto-assets

Personal transactions in crypto-assets by related persons may give rise to a conflict of interest where the person concerned has access to inside, confidential, client, commercial, transactional or other sensitive information that is not publicly available and that may influence the decision to carry out a personal transaction. For the purposes of this Policy, a personal transaction in crypto-assets means any transaction, position, acquisition, sale, exchange, transfer or other operation involving crypto-assets carried out by or on behalf of a related person, including where the transaction is carried out through a personal wallet, an exchange, a platform, a third party or a person with whom the related person has a family, economic or close personal relationship.

Personal transactions in crypto-assets by related persons must not:

breach MiCA, the market abuse rules or other applicable legal and regulatory requirements;
lead to the use or unlawful disclosure of inside, confidential, client, commercial or transactional information;
conflict with the interests of clients or the interests of the Company;
compromise the Company’s obligations as a crypto-asset service provider;
constitute market abuse, insider dealing, front-running, market manipulation, misuse of information on client transactions, or conduct that may undermine market integrity;
create the impression that the related person is using his or her position or access to information for personal gain.

Related persons who are involved in the provision of crypto-asset services or who have access to confidential, inside, client, commercial, transactional, market-sensitive or other non-public information are required to declare personal transactions or positions in crypto-assets in accordance with the internal procedure established by the Compliance Department. Where a conflict of interest is suspected, or there is a risk of misuse of information, a market abuse risk or a risk to client interests, the Compliance Department may require prior approval of the transaction, a cooling-off period, restriction of the transaction, a prohibition on carrying it out, additional documentation or another appropriate measure. Related persons may not carry out personal transactions in crypto-assets while in possession of inside or confidential information concerning client transactions, upcoming operations, changes to supported crypto-assets, material partner relationships, liquidity, technical incidents, market abuse alerts, internal decisions or other information that may give them an unjustified advantage.

Where a related person is in doubt as to whether a planned or executed personal transaction may give rise to a conflict of interest, he or she must seek the opinion of the Compliance Department in advance. The absence of an express prohibition does not release the person from the obligation to act in good faith, transparently and in accordance with this Policy.

The Company keeps a record of declared personal transactions and positions, refusals, restrictions, prior approvals, prohibitions, cooling-off periods and other measures applied. These records are kept by the Compliance Department and may be used for internal control, audit, the review of conflicts of interest or the provision of information to a competent authority upon request.

A breach of the rules on personal transactions in crypto-assets constitutes a breach of this Policy and may result in corrective, disciplinary, contractual or other measures in accordance with the internal rules and applicable law.

XII. Internal reporting channel

Every employee, member of the Board of Directors, person performing a key function or, where applicable, external contractor must report an actual, potential or perceived conflict of interest immediately, and in any event no later than two working days after becoming aware of it.

Reports are made to the Compliance Department by:

work email;
the internal conflict of interest form;
oral notification, subsequently documented in writing;
another approved internal channel.

The report should contain:

a description of the situation;
the persons and functions affected;
the date on which the conflict was identified;
the reason why a conflict is considered to exist;
the potential impact on the client, the Company or internal control;
proposed measures, if any;
information on whether the case has already led to a decision, action or client communication.

Persons who report a conflict of interest in good faith may not be subjected to adverse treatment, sanctions or retaliation because of the report.

XIII. Assessment and management procedure

Upon receipt of a notification of an actual, potential or perceived conflict of interest, the Compliance Department assesses the case in order to establish the nature of the conflict, the persons, functions, clients, service providers or processes affected, and the measures necessary to prevent, mitigate, manage, document or disclose the conflict. The assessment is carried out without undue delay, taking into account the seriousness of the case, the potential impact on clients, regulatory compliance, the independence of the control functions, internal control, the Company’s reputation and the possibility that the conflict may affect objective decision-making.

As part of the assessment, the Compliance Department determines whether the conflict is actual, potential or perceived. An actual conflict exists where the conflict has already arisen and may affect a decision, action or service. A potential conflict exists where, under certain circumstances, the conflict may arise in the future. A perceived conflict exists where the impression of a conflict may objectively be created, even if no actual conflict has arisen. The Compliance Department establishes which persons, functions, clients, services, processes, contracts, service providers or partners are affected by the conflict. This includes reviewing whether the conflict concerns a member of the Board of Directors, the Executive Director, a procurator, a key function, an employee, an external consultant, a service provider, a client, a prospective client, a payment/EMI partner, a liquidity provider, a wallet/custody infrastructure provider or another counterparty.

The assessment considers whether the conflict may affect the interests of one or more clients. Such an assessment is made in particular where the conflict may lead to unequal treatment of clients, the provision of incomplete or misleading information, biased pricing, the delay or prioritisation of a transaction, favouring a particular partner or service provider, misuse of client information, or the provision of a service on terms that are not in the client’s interest. It is also assessed whether the conflict may affect the objectivity, independence or effectiveness of a key function. This is particularly important for functions such as the Compliance Department, the CPO, the CTO, the finance function, internal audit or independent internal review, as well as in cases where one person performs more than one function, has an outside professional engagement, is involved in another company, has a family or close personal relationship with another key person, or has an interest in a service provider, client or partner. The Compliance Department assesses whether the conflict is manageable. A conflict is considered manageable where, through appropriate organisational, procedural, contractual or control measures, harm to clients’ interests, the compromise of internal control or a breach of regulatory requirements can be prevented with reasonable confidence. Where the conflict cannot be managed effectively, the Company declines to carry out the relevant activity, does not accept the client, does not enter into the relevant contract, ends the affected person’s participation in the decision, or takes another appropriate measure.

Depending on the nature of the conflict, the Compliance Department determines the necessary management measures. Such measures may include declaration and entry in the Conflicts of Interest Register, restricting access to information, applying the need-to-know principle, introducing an information barrier, abstention from deliberations or voting, assigning the review to an unconflicted person, approval by the Board of Directors, a change of responsibilities, additional controls, contractual restrictions, termination or amendment of a contractual relationship, and refusal to provide a service. Where the conflict concerns a client or prospective client and the internal organisational measures are not sufficient to ensure, with reasonable confidence, that the risk to the client will be prevented, the Compliance Department assesses whether disclosure to the client is necessary. The disclosure should be clear, accurate and not misleading, and made before the relevant service is provided. It must set out the general nature and source of the conflict, the risk to the client and the steps the Company has taken to mitigate the risk. Disclosure does not replace the obligation to manage the conflict effectively. The Compliance Department also assesses whether the case should be escalated to the Executive Director / CEO and/or the Board of Directors.

Escalation always takes place where the conflict concerns a member of the Board of Directors, a key control function, a material client, a critical or important service provider, a payment/EMI partner, a material contract, remuneration, regulatory risk, potential harm to a client, an unmanageable conflict, or a matter that may affect the Company’s reputation or resilience. The assessment, the decision and the measures taken are documented in the Conflicts of Interest Register. The entry contains a description of the conflict, the persons or functions affected, the classification of the conflict, the risk assessment, the measures applied, the decision on whether disclosure to a client is necessary, whether the case has been escalated, the date of the decision, the persons responsible and the follow-up actions. Where the conflict has been closed or no longer exists, this is also recorded in the Register.

Where the conflict concerns the Compliance Department, the assessment is not carried out by the person affected. In that case, the employee concerned must report immediately and directly to the Company’s Executive Director. The Executive Director assesses the nature and seriousness of the conflict, determines the measures and records the conflict in the Register. In factually complex cases, the Executive Director may, at his or her discretion, report the matter to the Board of Directors for a collective decision on how to proceed and which measures to apply. The aim is to ensure an independent, objective and documented assessment.

Where the conflict concerns a member of the Board of Directors, that member must immediately notify the other members and the Compliance Department. The member concerned does not participate in the deliberation, preparation, approval or voting on the matter in question where his or her objectivity, independence or impartiality may be called into question. This is recorded in the minutes of the meeting or in another appropriate internal record.

Where the conflict arises from a family, personal, professional or economic relationship between persons holding management or key functions, the Compliance Department assesses whether the relationship may affect decision-making, performance appraisal, the setting of remuneration, oversight, internal escalation or control. Where necessary, measures are applied such as abstention from a decision, independent review, additional approval or documenting the reasons why the conflict has been deemed manageable.

Where the conflict relates to an external service provider, partner, payment/EMI partner, liquidity provider, wallet/custody infrastructure provider or other counterparty, the assessment includes a review of the contractual relationships, regulatory status, economic interests, management connections, subcontractors, access to information, the risk to clients and the possibility of unjustified preferential treatment. Where necessary, contractual safeguards, independent review, access restrictions or escalation to the Board of Directors are applied. After the measures have been applied, the Compliance Department monitors whether the conflict is being managed effectively. Where the measures prove insufficient, the conflict is reassessed and further action is taken, including strengthening controls, updating internal rules, disclosure to a client, ending participation in a decision, refusal of a service or termination of a contractual relationship.

XIV. Conflicts of Interest Register

The Company maintains a Conflicts of Interest Register, which is administered by the Compliance Department.

The Register contains, as a minimum:

a unique case number;
the date of identification;
the person or function that reported the conflict;
the persons, functions, clients or service providers affected;
a description of the conflict;
its classification — actual, potential or perceived;
the risk assessment;
the service or activity affected;
the prevention or management measures;
whether the person was excluded from a decision;
whether disclosure was made to a client;
the decision of the Compliance Department, the CEO or the Board of Directors;
the closing date;
follow-up monitoring;
the persons responsible;
the relevant documents, minutes, emails or opinions.

The Register is retained for at least five years, unless applicable law or the internal rules require a longer period.

XV. Disclosure to clients

BlockDev PLC ensures transparency towards clients and prospective clients regarding the general nature and sources of the conflicts of interest that may arise in connection with the provision of crypto-asset services, and regarding the steps the Company takes to prevent, manage and mitigate them. The purpose of disclosure is to give clients sufficient, clear and comprehensible information to enable them to assess the nature of the conflict, its potential impact on them and the steps the Company has taken to protect their interests. Disclosure is made in a manner that is fair, accurate and not misleading, and that is appropriate to the nature of the service, the type of client, the communication channel used and the applicable regulatory requirements.

The Company publishes a general disclosure on conflicts of interest in a prominent place on its website. This disclosure contains information on the main types of conflicts that may arise in the Company’s activities, including conflicts between the Company and its clients, between different clients, and between the Company and its employees, members of the Board of Directors, shareholders, external contractors, payment/EMI partners, liquidity providers, wallet/custody infrastructure providers or other counterparties. The general disclosure on the website also describes the main measures that BlockDev PLC applies to manage conflicts of interest, including segregation of duties, independence of the control functions, internal escalation, the Conflicts of Interest Register, restrictions on participation in decisions where a conflict exists, controls over access to information, prior review by the Compliance Department, rules on gifts and inducements, rules on personal transactions, oversight of external service providers and periodic review of the Policy.

The disclosure is made in electronic format and kept up to date. It should be easily accessible to clients and prospective clients, including through an appropriate section of the website, such as “Legal”, “Regulatory disclosures”, “Conflicts of interest disclosure” or another similar section. Where the Company uses more than one language for client communication or marketing, the disclosure is provided in the languages relevant to the clients and markets concerned, to the extent applicable. The disclosure must be sufficiently detailed to enable the client to take an informed decision, but should not contain confidential information, internal assessments, sensitive commercial data, personal data or information that could harm the interests of other clients, service providers, partners or the Company. The information is presented at a general level, unless a specific conflict requires individual disclosure to an affected client. Where a specific conflict of interest cannot be managed with reasonable confidence through the internal organisational, administrative and control measures, the Company makes a specific disclosure to the affected client before the relevant service is provided or before the relevant action is carried out. Such specific disclosure is made only where necessary and is not used as a substitute for the effective prevention and management of the conflict.

The specific disclosure to the client contains, as a minimum, a description of the specific conflict, the general nature and source of the conflict, the risk to the client, the steps the Company has taken or intends to take to mitigate the risk, and information on whether the client may proceed with the service in these circumstances. Where the conflict is unmanageable or the risk to the client remains unacceptable, the Company declines to provide the relevant service or discontinues the relevant activity, to the extent necessary to protect the client and to comply with the applicable requirements.

Where the disclosure relates to a partnership model, a payment/EMI partner, a liquidity provider, a wallet/custody infrastructure provider or another external service provider, the Company clearly states the role of each party concerned, without creating the impression that BlockDev PLC provides services that are not covered by its applicable licence or client documentation. For client flows involving a payment/EMT component, a CASP service and technical wallet/custody infrastructure, the disclosure should clearly distinguish who provides each service and in what capacity. The Compliance Department is responsible for reviewing both general and specific disclosures on conflicts of interest. The CMO/CCO and/or other relevant functions may be involved in the technical preparation and publication of the information, but content of legal or regulatory significance is subject to prior clearance by the Compliance Department. No material or disclosure may be published if the Compliance Department has requested changes that have not been made. Disclosure of conflicts of interest is documented. The Company retains the version of the published general disclosure, the date of publication, the date of the last update, the person or function that carried out the review, and evidence of publication. Where a specific disclosure has been made to a particular client, the Company retains a copy of the disclosure, the date it was provided, the service affected, the client’s decision (where applicable) and the related internal opinions or records. The disclosure is reviewed at least once a year and upon any material change in the business model, services, organisational structure, identified conflicts, partnership model, external service providers used or the applicable regulatory framework. Where information is found to be inaccurate, incomplete or out of date, the Company updates the disclosure without undue delay.

XVI. Remuneration

BlockDev PLC applies remuneration rules and practices that do not create conflicts of interest, do not encourage excessive risk-taking and do not incentivise conduct that may be detrimental to clients, the Company, internal control or regulatory compliance. Remuneration is determined in an objective, transparent and documented manner, commensurate with the position, responsibilities, qualifications, professional experience, individual performance and compliance with the internal rules. The purpose of the remuneration framework is to ensure that persons involved in the provision of crypto-asset services, or in the control of those services, are not motivated to place commercial results, transaction volumes, the number of clients onboarded, revenue, bonuses or personal interest above the requirements of honest, fair and professional treatment of clients, AML/CFT controls, sanctions compliance, risk management, ICT resilience, market abuse monitoring and regulatory compliance.

Remuneration is determined on the basis of objective criteria, including the position held, the level of responsibility, professional qualifications, relevant experience, the complexity of the function, the quality of performance, compliance with internal policies and procedures, the quality of client service, conduct and fair treatment of clients, and results relating to compliance, control, risk management and the documentation of activities. In determining remuneration, the Company takes into account both quantitative and qualitative criteria. Quantitative criteria, where applicable, may not be the sole or predominant basis for determining remuneration or a bonus. Qualitative criteria include compliance with regulatory requirements, internal rules, ethical standards and the rules on managing conflicts of interest, client protection, quality of work, timely escalation of risks, participation in training and cooperation with the control functions. The remuneration of the control functions, including the Compliance Department, the Specialised Unit under the MAMLA, risk, internal audit or independent internal review, is not linked to the financial performance of the business units, sales, marketing or other activities that those functions control. These persons are assessed mainly on the basis of the quality, independence and effectiveness of their control activities, timely escalation, the accuracy of their reviews, the adequacy of their opinions, the maintenance of registers and compliance with regulatory and internal requirements.

Where the Company applies variable remuneration, bonuses, commissions or other incentives, these must not create an incentive to accept unsuitable or high-risk clients, circumvent onboarding, KYC/KYB, AML/CFT or sanctions requirements, favour one client over another, engage in misleading commercial or marketing conduct, misrepresent the services, conceal complaints, delay escalation or disregard ICT, legal, operational, prudential or reputational risk.

The remuneration of sales, marketing, business development and partnership functions is structured so as not to encourage aggressive selling, misleading claims, the onboarding of clients outside the permitted risk appetite or the assumption of commitments outside the authorised regulatory scope. Any commercial incentives should be consistent with conduct requirements, the rules on clear, accurate and non-misleading content, the internal AML/CFT framework and, where applicable, the Compliance Department’s approval process. The remuneration of persons involved in client onboarding, partner onboarding, document collection, client communication or the initial assessment of business models must not be structured in a way that incentivises them to lower the quality of checks, overlook risk indicators, put pressure on the Compliance Department or fast-track the acceptance of a client without the necessary assessment. The final determination of a client’s or partner’s eligibility may not be influenced by commercial incentives.

A person who has an actual, potential or perceived conflict of interest does not participate in determining, reviewing or approving his or her own remuneration, bonus, pay increase, commission or other benefit. Where remuneration concerns a member of the Board of Directors, the Executive Director, a person holding a key function or a related person, the decision is taken with the potential conflict documented and with the involvement of unconflicted persons or an unconflicted body, in accordance with the internal rules and applicable law. Where one person performs more than one function or has outside professional engagements, the remuneration and related incentives are assessed from the perspective of a possible conflict of interest. The Company ensures that remuneration does not create an incentive for the person to favour one function, client, partner, service provider or commercial interest over the independent and objective performance of his or her other duties.

Remuneration, bonuses and other incentives are documented. The documentation should include the grounds for determining the remuneration, the criteria applied, the persons involved, any conflicts of interest, the measures taken to manage those conflicts and the decision of the competent body or person. Where there is a departure from the standard criteria, or where the remuneration is material, the decision should be reasoned.

The Company does not permit remuneration practices that encourage risk-taking beyond the approved risk appetite, jeopardise the Company’s prudential safeguards, liquidity or financial stability, or are incompatible with client protection obligations. Where the Company does not meet, or is at risk of not meeting, the applicable prudential requirements, liquidity needs or insurance coverage, the payment of variable remuneration may be restricted, deferred or refused.

The Compliance Department periodically reviews whether remuneration practices create, or may create, a conflict of interest. Where a risk is identified, the Compliance Department may propose changes to the criteria, the limitation of a particular incentive, additional controls, documentation of a conflict or escalation to the Board of Directors. The Board of Directors considers material conflicts relating to remuneration and approves the necessary corrective measures. Internal audit or the independent internal review may include in its annual plan a review of remuneration from a conflicts-of-interest perspective, particularly where there is variable remuneration, commercial incentives, material bonuses or cases in which one person performs more than one function. In summary, the remuneration framework of BlockDev PLC is based on objectivity, transparency, proportionality and alignment with the interests of clients and the Company. Remuneration should not create an incentive to circumvent internal rules, take excessive risk, favour commercial interests over compliance requirements or compromise the independence of the control functions.

XVII. Training

The Company provides training on conflicts of interest to members of the Board of Directors, employees, persons performing key functions and, where applicable, external contractors.

The training covers:

the definition and types of conflicts;
examples of conflicts in CASP activities;
conflicts in onboarding;
conflicts involving payment/EMI partners;
conflicts involving external service providers;
gifts and inducements;
personal transactions in crypto-assets;
remuneration;
market abuse and the use of inside information;
the reporting obligation;
the Conflicts of Interest Register;
disclosure to clients;
sanctions for breaches.

Training is provided upon joining and at least once every two years, as well as upon a material change in the rules or the business model, or where a weakness has been identified.

XVIII. Reporting and monitoring

The Compliance Department reports to the Board of Directors at least once a year on:

the conflicts identified;
the measures taken to manage them;
instances of disclosure to clients;
breaches or weaknesses;
conflicts relating to remuneration;
conflicts relating to external service providers;
conflicts relating to members of the Board or key functions;
recommendations for improvement.

In the event of a material conflict, the Compliance Department reports ad hoc to the CEO and/or the Board of Directors.

Internal audit or the independent internal review assesses the effectiveness of the Policy at least once a year or in accordance with an approved annual plan.

XIX. Breaches

Non-compliance with this Policy constitutes a breach of the internal rules of BlockDev PLC and may result in the application of corrective, disciplinary, contractual, organisational or other measures, according to the nature, seriousness, recurrence and consequences of the breach. A breach of the Policy occurs, among other cases, where an employee, a member of the Board of Directors, a person performing a key function, an external consultant or any other person within the scope of the Policy fails to declare an actual, potential or perceived conflict of interest, participates in a decision despite a conflict, uses confidential or inside information for his or her own or another’s benefit, fails to comply with restrictions imposed, conceals relevant circumstances, accepts impermissible gifts or inducements, carries out personal transactions in breach of the internal rules, or obstructs the assessment and management of a conflict.

The provision of incomplete, inaccurate or misleading information in connection with a conflict of interest, an outside professional activity, a family or close personal relationship, involvement in another company, an economic interest or a contractual relationship with a service provider or partner is also considered a breach, as is any act or omission that may compromise the objectivity, independence or impartiality of the person concerned. Where a breach is identified, the Compliance Department carries out an initial assessment of the case, including the nature of the breach, the persons, functions, clients or service providers affected, and the potential impact on clients, regulatory compliance, internal control and the Company’s reputation. Where necessary, the case is escalated to the Executive Director and/or the Board of Directors. Depending on the specific circumstances, the Company may apply one or more of the following measures:

a written or oral warning;
a requirement to declare, supplement or correct information immediately;
entry of the case in the Conflicts of Interest Register;
restriction of access to certain information, documents, systems or processes;
restriction or temporary withdrawal of powers;
exclusion from participation in a specific deliberation, assessment, negotiation, approval, vote or implementation of a decision;
assignment of the review or approval to an unconflicted person, a control function or an independent external expert;
a requirement to terminate, limit or modify an outside professional engagement, contractual relationship or involvement that gives rise to an unmanageable conflict;
disciplinary liability under the applicable employment legislation and the internal rules;
termination of an employment, civil-law, consultancy or other contractual relationship;
termination or amendment of a contract with an external service provider, partner or consultant;
notification of a competent authority where required by law or necessary in view of the nature of the breach;
other measures permitted under applicable law, the contract and the Company’s internal rules.

The intentional concealment of a conflict of interest, the knowing provision of false information, participation in a decision despite an obvious personal interest, the misuse of confidential or client information, and conduct that results or may result in harm to a client, a breach of a regulatory requirement or a material reputational risk to the Company are considered material breaches. Where the breach involves a member of the Board of Directors, the Executive Director, a procurator, a person performing a key control function or another person in a managerial role, the case is considered by the Board of Directors in compliance with the rules on abstention in the event of a conflict. The person concerned does not participate in deliberations or voting on matters relating to his or her conduct, liability or the measures to be taken in respect of him or her where this would create a conflict of interest.

Where the breach involves an external contractor or service provider, the Company assesses whether it affects the quality of the service, confidentiality, data protection, information security, client interests, contractual obligations or regulatory compliance. Where necessary, contractual measures are applied, including a corrective action plan, access restrictions, enhanced monitoring, termination of the contract or activation of the exit/contingency plan. All identified breaches, their assessment, the measures taken and the follow-up actions are documented. Where the breach relates to a conflict of interest, the relevant information is entered or updated in the Conflicts of Interest Register. The documentation is kept in a manner that allows subsequent internal review, audit or the provision of information to a competent authority upon request.

XX. Review and update

This Policy is subject to regular and ad hoc review to ensure that the rules, procedures and measures for identifying, preventing, managing, documenting and disclosing conflicts of interest remain up to date, effective, proportionate and consistent with the activities, organisational structure, risk profile and applicable regulatory framework of BlockDev PLC. The Policy is reviewed at least once a year by the Compliance Department. The purpose of the annual review is to assess whether the Policy continues to reflect the Company’s actual business model, the crypto-asset services applied for or authorised, the internal organisational structure, the potential conflicts identified, the external service providers used, partner relationships, agency or payment relationships, remuneration practices and the applicable internal control mechanisms.

In addition to the regular annual review, the Policy is also reviewed upon any material change that may affect the way in which the Company identifies, prevents or manages conflicts of interest. Such a change may relate to the business model, the organisational structure, key functions, the composition of the Board of Directors, executive management, the persons performing control functions, the partnership model, agency or payment relationships, the external service providers used, the crypto-assets supported, remuneration, marketing and commercial processes or the applicable regulatory framework. The Policy is also reviewed on an ad hoc basis where a new actual, potential or perceived conflict of interest is identified that is not adequately covered by the existing rules. An ad hoc review is also carried out in the event of a material complaint, an incident, an audit finding, an internal inspection, a recommendation from internal audit or the independent internal review, a weakness in the control environment, a breach of the rules on conflicts of interest, or an instruction, recommendation or request from the Financial Supervision Commission or another competent authority. The review assesses whether the Policy adequately covers conflicts between the Company and its clients, between different clients, and between the Company and its shareholders, members of the Board of Directors, employees, key functions, external service providers and partners, as well as internal conflicts arising where one person performs more than one function. The review also covers conflicts relating to family or close personal relationships, outside professional engagements, management positions in other companies, agency relationships, remuneration, gifts, personal transactions in crypto-assets and access to confidential or sensitive information.

Following the adoption of material amendments, the Company ensures that the members of the Board of Directors, employees, persons performing key functions and, where applicable, external contractors are made familiar with the updated Policy. Where necessary, additional training or briefings are provided, particularly where the changes affect obligations relating to declarations, escalation, abstention from decisions, remuneration, personal transactions, outside professional engagements or disclosure to clients.

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