Conflict of Interest Disclosure

1. Purpose

CoinJar Europe Limited ("CoinJar Europe", "the Firm", “CEL”, “we”, “our” or “the Company”) is authorised by the Central Bank of Ireland ("CBI") as a Crypto-Asset Service Provider ("CASP"). In keeping with MiCAR Articles 68–73, the CBI Consumer Protection Code 2012 and wider EU conduct requirements, this Disclosure sets out how CoinJar identifies, prevents and manages actual, potential or perceived conflicts of interest so that client interests always take precedence and market integrity is preserved.

2. Definition of a Conflict

Conflicts may be actual (present), potential (reasonably foreseeable) or perceived (a third party could believe a conflict exists even if it does not). Conflict vectors under MiCAR include:

• Financial gain by CoinJar or staff at the expense of a client.
• Preferential treatment of one client over another.
• Undue influence arising from personal relationships or outside appointments.
• Use of confidential information for personal benefit.

3. Guiding Principles

1. Client First – Client interests supersede all other considerations.
2. Transparency – Conflicts are disclosed promptly and clearly.
3. Proportionality – Controls are commensurate with conflict severity.
4. Accountability – Everyone is responsible for recognising and escalating conflicts.
5. Independence – Key control functions operate free from undue influence.

4. Conflict Identification & Register

• Disclosure Forms – Completed on hire, annually and whenever circumstances change (> 5 % shareholding, new directorship, close-relative relationship with client/vendor, etc.).
• Conflicts Register – Secure database in Google Drive capturing nature, parties, mitigation, owner, date logged and closure status. Reviewed quarterly by the Risk Committee (presented by the Head of Compliance) and annually by the Board.
• Retention – Register entries and supporting evidence are retained for at least five (5) years.

5. Assessment & Mitigation

The Head of Compliance conducts a risk assessment considering client detriment, financial and reputational impact. Mitigation includes:

• Disclosure to affected clients.
• Reallocation of tasks or decision rights.
• Staff training and role segregation.
• Governance and Oversight.
• Remuneration practices.
• Information barriers.
• Recusal from voting or sign-off.
• Independent valuation or a second pair of eyes.
• In rare cases, declining the business or divestment of the outside interest.

High-risk conflicts or those involving senior managers/shareholders are escalated to the Risk Committee within 48 hours. If unresolvable, the Board determines final action and, where required, the CBI is notified under MiCAR Art. 73.

In the context of Group and Shareholder conflicts, CoinJar Europe applies additional safeguards: (i) all intra-group arrangements are recorded in the Conflicts Register and reviewed at least annually; (ii) material agreements (e.g., the Master Service Agreement with CoinJar Group) require prior Board approval and an external benchmarking memo; and (iii) any shareholder directive that could affect clients must be documented, justified, and, where necessary, escalated to the Central Bank.

Third-party service providers, especially those involved in custody, liquidity provision, or reserve management, must adhere to this Disclosure and operate without conflict. Contracts must include conflict-of-interest clauses.

6. Customer Conflicts

Where a customer conflict of interest arises and cannot be reasonably avoided, CoinJar Europe has arrangements in place for its prompt reporting and approval:

• Before making business decisions or recommendations, employees must fully and honestly disclose all potential customer conflicts of interest to the Head of Compliance.
• All situations involving potential customer conflicts of interest must be reviewed by the Head of Compliance, recorded on the Conflicts of Interest Register and, if needed, referred to Legal for further review and action.
• Upon discovery and confirmation of a potential or actual customer conflict(s) of interest by the Compliance team and/or Legal, the Head of Compliance will disclose the general nature and/or source of the conflict(s) of interest to the customer(s) via the Customer Operations team. They will assume responsibility for proper notification of customers, including obtaining any relevant consent(s) from the customer(s) concerned.
• Once consent from the impacted customer(s) is obtained, the Head of Compliance will, as necessary, investigate and evaluate measures to mitigate the conflict and/or resolve any potential internal control issues. Legal will assist in the process if required.
• The outcome of an investigation will be documented, and the Conflicts of Interest Register will be updated by the Head of Compliance as required.

7. Interests in Other Crypto Entities

All new hires at CoinJar Europe, including members of the management team and holders of Pre-Approval Controlled Functions (“PCFs”), are required at the time of onboarding to disclose any existing or planned interests, directorships, advisory roles, investments, or other forms of involvement in entities that operate as CASPs or that are otherwise active in the digital asset ecosystem, whether regulated or unregulated and whether inside or outside the European Economic Area.

Such disclosures will be assessed on a case-by-case basis by the Compliance and Risk function, considering the potential for regulatory, operational, reputational, and prudential conflicts of interest. Where a conflict is identified and deemed material, CoinJar Europe reserves the right to impose appropriate mitigation measures. These may include recusal from certain responsibilities, external disclosure, or, where no suitable mitigation is available, a requirement to divest or withdraw from the conflicting interest as a condition of continued employment or directorship.

For existing staff, there is a continuous contractual obligation to proactively disclose any actual, potential, or perceived conflicts of interest before they crystallise. This includes any financial interests or engagements that could reasonably give rise to a conflict, as well as changes in personal circumstances (e.g. new external roles, crypto holdings, or relationships with counterparties).

Additionally, all external employment, consulting engagements, board appointments, or the provision of services to third parties while employed by CoinJar Europe require the Company’s prior written approval. This ensures alignment with internal policies, regulatory expectations under MiCAR, and the Central Bank of Ireland’s Fitness & Probity Standards.

CoinJar Europe maintains a high standard of integrity and independence and expects all personnel to uphold these principles in both professional and personal conduct.

8. Dealing on Own-Account

Where a customer conflict of interest arises and cannot be reasonably avoided, CoinJar Europe has arrangements in place.

CoinJar Europe recognises that employees may wish to engage in personal trading activities. However, to ensure transparency and mitigate conflicts of interest, the following controls are in place:

• Pre-Approval Requirement: Employees, Board members, and connected persons must disclose and seek pre-approval for any personal transaction involving CoinJar-issued crypto-assets or trades (related to the conflict) where CoinJar Europe is a counterparty to such transactions. This includes transactions by related parties such as spouses, cohabitants, dependants, or entities where the person or their relatives hold ≥10% interest, influence, or management roles.
• All personal transactions must be conducted objectively and at arm’s length, mirroring conditions between independent third parties. The Compliance function will maintain a record of all approved or rejected personal transactions and perform ongoing reviews.
• Disclosure Obligation: Employees must disclose all personal trading accounts to the Compliance Department.
• Restricted Trading: Employees are prohibited from trading in crypto assets or financial instruments where they have access to confidential or non-public information that may influence the market.
• Monitoring and Audits: The Compliance Team conducts periodic reviews of employee trading activities to ensure compliance with this Policy.
• Prohibited Transactions: Employees are strictly forbidden from trading on behalf of customers, engaging in front-running, or using insider information to gain unfair market advantages.
• Training and Awareness: Employees must complete conflict of interest and market abuse training, reinforcing ethical trading behaviours.

9. Rebates / Commissions

CoinJar Europe will not enter into relationships where any form of compensation could be received that may appear to influence or affect the ability of the Firm to exercise its duties or responsibilities objectively and independently, in the interest of its clients, and/or the performance of the entity. Any changes to this Disclosure require Board approval.

10. Other Work-Related Activities

CoinJar Europe recognises that employees may engage in activities outside their employment. However, such activities must not conflict with their responsibilities at CoinJar Europe. To prevent conflicts of interest and ensure compliance with ethical business standards, the following rules apply:

• Prohibited Activities: Employees must not participate in any business activities, enter any business arrangement, or accept employment with another entity that:
  • Creates a direct or indirect conflict with CoinJar Europe’s business operations.
  • Adversely impacts their ability to perform their duties effectively.
  • Conflicts with CoinJar Europe’s corporate reputation, branding, or strategic objectives.
  • Involves dealing in crypto assets or financial instruments that could present a conflict of interest.
• Disclosure Obligation: Employees must fully disclose any external business activities, directorships, consulting arrangements, or secondary employment to the Compliance Department before engagement.
• Approval Process: All non-work-related activities must be assessed and approved by the Compliance Department to ensure there is no conflict with CoinJar Europe’s business interests.
• Ongoing Monitoring: Employees are required to review and update their disclosures regularly. Compliance reserves the right to reassess activities and request changes if conflicts arise over time.

Disciplinary Actions: Failure to disclose or eliminate a conflict of interest related to non-work-related activities may result in disciplinary action, up to and including termination of employment.

11. Summary of Key Controls

Area	Key Controls
Personal Account Trading	- Pre-approval process for employees using our services. - Monitoring of transactions (monthly and quarterly in retrospect).
Gifts and Hospitality	- Limits on acceptable gifts and entertainment. - Mandatory reporting to Compliance.
Outside Employment	Requirement for disclosure and Compliance approval for external employment or business interests.
Financial Interests	Declaration of financial holdings in competitors, suppliers, or customers.
Remuneration Structures	Remuneration, including fixed and variable pay, must be structured to avoid creating or incentivising conflicts of interest. CoinJar Europe does not award variable compensation that may compromise objectivity or client outcomes. Compliance and Risk will assess remuneration arrangements annually for alignment with the internal conflict-of-interest policy and governance standards. Performance evaluation is linked to compliance and ethical standards and personal achievements.
Outsourcing Arrangements	Due diligence on third-party vendors, contractual safeguards, and ongoing monitoring.
Close Personal Relationships	Disclosure of relationships that may impact business decisions.
Conflict Register and Reporting	- Maintenance of a Conflict of Interest Register by the Head of Compliance. - Periodic reviews by Compliance. - Board reporting to the Board on a quarterly basis prepared by the Head of Compliance and submitted to the Board for review.

12. Review & Continuous Improvement

Annual Review: At a minimum, the Disclosure will be reviewed annually.