BitGo Conflicts of Interest Policy

PURPOSE

This Conflicts of Interest Policy applies to all dealing activities by employees of BitGo Custody MENA FZE (Dubai) (herein referred to as “BitGo”, ‘’the Firm’’, "the Company", “we,” or “our”). This Conflict of Interest Policy covers all products and dealing activities within the Firm and its related entities (‘’Group’’).

SCOPE

As the regulator, VARA requires all licensed Virtual Asset Services Providers to identify, manage, record, and monitor conflicts of interest. Consequently, BitGo has adopted this Manual, to assist management and employees in identifying the potential conflicts of interest that may arise, and describe how the Firm takes all appropriate steps, including effective organisational and administrative arrangements, to prevent or manage the conflicts of interest.

This Policy relies on the following VARA Rulebooks and Legislation:

• Company Rulebook
• Market Conduct Rulebook
• Virtual Assets and Related Activities Regulations 2023

POLICY STATEMENT

This Policy applies to all Company employees, including Board members and senior executive officers. Employees should use the Policy to guide their conduct and adherence to any fiduciary obligations to customer custodial accounts that they service. This Policy should be reviewed in conjunction with the BitGo’s Code of Ethics and Professional Conduct Policy, BitGo Trust’s Anti-Bribery and Corruption Policy, Consumer Protection and Anti-Fraud Policy, and Third-Party Risk Management Policy as well as applicable policies for affiliated companies. This Policy applies to the Company, and it is intended for the use and reference by employees of the Company.

CONFLICTS OF INTEREST

The Firm shall use all reasonable efforts to avoid conflicts of interest between any of the following:

• their Group;
• the Firm;
• their Board;
• their Staff;
• their clients; and/or their investors.

In the event that the Firm cannot avoid conflicts of interest after using all reasonable efforts, it shall ensure that such conflicts of interest are disclosed to its affected clients, and such clients should be fairly treated by the Firm.

If the Firm, a member of the Board or any of its Staff has an interest that may reasonably impair its objectivity, in a transaction with or for a client or a relationship which gives rise to an actual or potential conflicts of interest in relation to the transaction, the Firm shall:

• Promptly disclose the nature of such conflict to its affected client; and
• To the extent that the affected client’s interests can be sufficiently protected, the Company will manage and minimise such conflict by adopting appropriate measures to ensure fair treatment to its affected client, including establishing and maintaining effective information barriers and internal controls to separate staff into different teams.

The Firm shall establish and implement appropriate written internal policies and procedures for the identification and management or resolution (as applicable) of any actual or potential conflicts of interest. The Firm shall maintain a special register for conflicts of interest in which the conflicts and management or remedial measures taken are recorded in detail.

When a member of the Board discloses to the Board that they have a material interest in a transaction, the remaining members of the Board present at the Board meeting shall consider whether it is appropriate for that Board member to continue to participate in the Board meeting after reviewing whether the conflict may affect the objectivity of that member and/or their ability to perform their tasks towards the company properly. If the remaining members of the Board decide that it is not appropriate for that member to participate, they may ask that member to leave the Board meeting. That Board member is not entitled to use the member’s personal influence in issues whether in or outside the meeting. The Board members shall not vote on the decision. The Company Secretary shall record the conflict in the relevant Board minutes.

Where the Firm represents itself as being independent when conducting a Virtual Assets Activity:

• It shall not receive fees, commissions or any benefits, paid or provided (whether directly or indirectly) by any Entity other than the end client in relation to the provision of services related to such Virtual Assets Activity to clients; and
• It shall not have any close links or other legal or economic relationships with third parties which are likely to impair its independence to favour a particular third party in relation to its provision of services related to such Virtual Assets Activity.

Actual and Potential Conflicts of Interest

As a provider of a broad range of financial services, BitGo may face actual and potential conflicts during the course of its activities. These may arise from any one or combination of the following:

• BitGo and customer relationships;
• BitGo and other third party service providers (including BitGo, Inc. and BitGo Trust Company, Inc.) duties;
• Employee interests which potentially compete with BitGo products or services; and
• Potentially competing interests between two or more customers.

BitGo utilises various means to prevent and manage conflicts of interest, which include the following:

• Employee compliance policies and directives that require disclosure, monitoring and reporting of conflicts of interest that arise involving an employee, BitGo, and/or a customer;
• Clear governance rules relating to the handling and management of third-party relationships;
• Mandatory legal, risk and compliance reviews monitoring whether specific activities will give rise to conflicts of interest; and
• Provision of internal guidance and training on the handling and disclosure of conflicts of interest.

BitGo discloses conflict of interest in cases where it is not possible to avoid or resolve the conflict. Such disclosure is made in a clear and direct manner, using the appropriate medium. The disclosure must be able to be understood by the affected customer, particularly in respect of the risks of potential damage to the customer’s own interest.

LOANS TO THE BOARD AND STAFF

The Firm shall notify VARA and obtain approval prior to making any loan to a member of the Board, Senior Management or Responsible Individual. When making such notification, The Firm shall include full details of:

• the name of the member of the Board, Senior Management or Responsible Individual receiving the loan;
• the amount of the loan; and
• the purpose of the loan.

TRANSACTIONS WITH RELATED PARTIES

In respect to transactions with Related Parties, BitGo UAE will adopt the following measures to ensure that all transactions remain fair and do not involve any conflict of interests or are otherwise detrimental to the shareholders. This is intended to apply to all employees, officers, and members of the Board of BitGo UAE involved in the decision-making process related to transactions with Related Parties.

Approval of Transactions

• Board Consent: VASPs shall not enter into any transaction with a Related Party without prior written consent from the Board if the transaction value exceeds 5% of the issued share capital.
• Changes in Terms: If there are significant changes to the terms of the transaction, further written consent from the Board is required.

Voting Restrictions

Related Parties with an interest in a transaction shall not participate in the voting process regarding Board decisions related to that transaction.

Liability for Damages

The following parties shall be liable for damages to The Firm if a transaction with a Related Party is executed in violation of this policy or is proven to be unfair or in conflict of interest:

• The Related Party involved in the transaction.
• The Board, if the decision was made by consensus.

If the decision was made by majority vote, dissenting Board members who recorded their objections in the Board minutes shall not be held liable. Absent Board members are responsible unless they can prove unawareness of the decision.

Notification and Reporting

• Prior Notification to VARA: The Board shall notify the relevant authority (VARA) before entering into any transaction with a Related Party, providing:
  • The identity of the Related Party.
  • Detailed information about the transaction, including its nature and benefits.
  • A written confirmation that the terms are fair, reasonable, and proportional to the interests of shareholders.

Transparency Requirements

Clients and shareholders shall have the right to review company records and documents relating to related Party transactions. VARA and affected parties may pursue legal action to obtain necessary documents and information regarding these transactions.

Transaction Register

The Firm shall maintain a detailed register of all transactions with Related Parties, including:

• Names of Related Parties.
• Relevant transaction details and actions taken.

Monthly Reporting

The Firm shall report all transactions with Related Parties to VARA on a monthly basis or upon request, including all relevant details regarding those transactions. The Firm shall provide any documents and information related to transactions with Related Parties as reasonably requested by VARA for compliance supervision purposes.

INSIDER LISTS

The Board shall implement rules to govern and monitor the transactions of Board members and its Staff in order to ensure compliance with the Regulations and the Market Conduct Rulebook.

INSIDER TRANSACTIONS

The Firm must maintain complete and up-to-date lists of all Entities, including their Board, Staff, Group, advisors, accountants or other third-party agents and service providers, and those of their Group, that have or may have access to Inside Information in the course of the Firm’s business or carrying out their respective roles for the Firm (Insider List). The Firm shall update Insider Lists accordingly while such information remains Inside Information.

The Firm shall retain the Insider List for a period of at least eight (8) years after it is drawn up or updated and shall provide VARA with any Insider List upon request.

The Insider List shall include at least:

• the identity of any Entity having access to Inside Information;
• the reason for including that Entity in the Insider List;
• The date and time at which that Entity obtained access to Inside Information; and
• the date on which the Insider List was drawn up.

The Firm shall update all Insider Lists promptly, including the date of the update, where:

• there is a change in the reason for including an Entity already on the Insider List;
• there is a new Entity who has access to Inside Information and needs, therefore, to be added to the Insider List; and
• an Entity ceases to have access to Inside Information.

Each update shall specify the date and time when the change triggering the update occurred. The Firm shall take all reasonable steps to ensure that any Entity on the Insider List acknowledges in writing the legal and regulatory duties entailed and is aware of the sanctions applicable to Insider Dealing and unlawful disclosure of Inside Information.

BOARD AND STAFF POSITIONS

In addition to applicable requirements in the Company Rulebook, the Firm shall, for the purposes of promoting fair and transparent markets, preventing conflicts of interest and ensuring compliance with all relevant Regulations, Rules and Directives, implement policies to govern and monitor the transactions and positions of their Board members and Staff. Such policies shall, as a minimum, specify:

• any Virtual Assets which Board members and Staff cannot transact or have a position, or any other economic interests, in;
• any legal entities of which Board members and Staff cannot have any shareholding or hold a directorship; and
• the forms in which Board members and Staff shall:
  • obtain prior approvals under Rule 2 of the Board and Staff Positions rules; and
  • provide notifications under Rule 3 of the Board and Staff Positions rules.

All Board members and Staff shall obtain written approval from the Firm prior to taking any of the following actions which is reasonably likely to cause actual or potential conflicts of interest:

• opening, modifying or closing any Virtual Asset positions held directly or indirectly on their own account;
• increasing or decreasing their shareholding (held directly or indirectly on their own account) in a legal entity other than the Firm;
• taking up a directorship in a legal entity other than the Firm; or
• all additional actions stated by the Firm in the policy established under Rule 1 of the Board and Staff Positions rules.

The Firm shall, at least every six (6) months, require Board members and Staff to notify them of:

• in relation to all Virtual Asset positions held directly or indirectly on their own account:
  • a description and the identifier of each Virtual Asset and/or related investments;
  • the size of positions for each Virtual Asset and/or related investments;
  • the nature of the transaction(s); and
  • transaction history relevant to positions held.
• in relation to their shareholding, held directly or indirectly on their own account, or director roles in any legal entities other than the Firm:
  • the full name and place of organisation of the legal entity;
  • the purpose of such shareholding and directorship;
  • the shareholding percentage (if applicable); and
  • full details of any renumeration for such director roles.

If the Firm has any information or reason to believe any Board member or Staff is likely to cause, or has caused, an actual or potential conflict of interest, it must take all necessary actions to ensure such conflict of interest is removed, including but not limited to:

• procuring the relevant Board member or Staff to divest the relevant Virtual Asset positions or shareholding;
• resigns from the board of the other legal entity; or
• any other action required to remove the conflict of interest, either with respect to the other Entity or the Firm.

The Firm shall notify all Board members and Staff of their obligations under Rule VI.B of this Market Conduct Rulebook in writing prior to the start of their employment by the Firm.

TRADING ON OWN ACCOUNT

General Prohibition

The Firm is prohibited from actively investing in their own, or their Group’s, portfolio of Virtual Assets or any other assets.

This general prohibition of the Market Conduct Rulebook above does not prevent the Firm from entering into transactions in Virtual Assets or any other assets for the purpose of prudent management of Net Liquid Assets required to be held by the Firm, provided that the Firm must maintain full records of all transactions and such records must be held for a period of eight (8) years.

VARA shall have sole and absolute discretion in determining whether any transactions in Virtual Assets, or any other assets, made by the Firm constitute actively investing with their own portfolio of Virtual Assets or any other assets. In making such determination VARA will take into account the following:

• frequency of transactions;
• the Virtual Assets or other assets involved in the transactions;
• volume of transactions;
• nature of transactions including duration; and
• nature of any profits generated by such transactions and significance in relation to the financial condition of the Firm.

Group Entities

All Entities in the Emirate, including those which are in the same Group as a Firm, must comply with Virtual Assets and Related Activities Regulation IV.A.7 (if applicable).

Regulation IV.A.7 Mandatory registration for large proprietary traders.

• Any Entity in the Emirate that actively invests its own portfolio in Virtual Assets at or above USD 250,000,000 equivalent value of Virtual Assets during any rolling thirty (30) calendar days period, must register with VARA, in accordance with the registration process prescribed by VARA from time to time, prior to investing at, or in no event later than three (3) Working Days of having invested, such volume.
• Registration under Regulation IV.A.7.a does not permit any Entity to carry out any Virtual Assets Activity(ies) in the Emirate and/or constitute any authorisation or Licence from VARA for any business or activities that Entity carries out and Regulations III and IV.A.1 shall apply at all times.
• An Entity investing its own portfolio does not permit accepting or trading Virtual Assets belonging to another Entity.

Irrespective of the applicability of Rule 1 from Group Entities above, the Firm must comply with the reporting requirements set out in the Compliance and Risk Management Rulebook in respect of all Entities in their Group that actively invests their own, or the Group’s, portfolio of Virtual Assets or any other assets.