Conflicts of Interest Disclosure

Introduction

As an authorised crypto-asset service provider under the Markets in Crypto Assets Regulation, zerohash europe B.V. ("zerohash") is required to identify, prevent, manage and disclose conflicts of interest between zerohash and its shareholders or members, any person directly or indirectly linked to zerohash or its shareholders or members by control; members of its management body; its employees; or its clients; or between two or more clients whose mutual interests conflict.

zerohash will take all appropriate steps to identify and prevent or manage conflicts of interest, by:

Identifying and preventing any potential circumstances which may give rise to conflicts of interest, and entail a material risk to or damage the interests of a customer;

Establishing and maintaining appropriate processes and measures to manage and mitigate those conflicts, and

Maintaining processes at all times to prevent actual damage to customers' interests through the identified conflicts.

zerohash acknowledges that conflict of interest may arise in several ways, including but not limited to situations where zerohash or a zerohash employee, including management:

• could make a financial gain, avoid a financial loss, or receive another benefit at the expense of a customer;
• has an interest in the outcome of a service provided to a customer that differs from the customer's interest;
• has a financial or other incentive to favour the interests of one customer over another;
• is engaged in the same business as a customer;
• receives an inducement from someone other than the customer in relation to a service provided.

This statement describes the general nature and sources of conflicts of interest and the steps taken to mitigate them.

Note: At this time, zerohash has not identified any conflicts of interest that have not been sufficiently mitigated.

Conflicts of Interest

Remuneration

zerohash's remuneration scheme may give rise to potential conflicts of interest, particularly if incentives are directly linked to the achievement of commercial targets such as acquiring new customers or increasing trading volumes.

Control Measures

zerohash has the following control(s) in place to manage this risk:

• zerohash applies prudent remuneration principles and has a written Remuneration Policy in place. Any variable remuneration is awarded on the basis of qualitative and quantitative criteria, which ensure an appropriate balance between financial and non-financial factors. The interest of zerohash's customers are incorporated in the remuneration system of zerohash pursuant to the written Remuneration Policy.
• zerohash uses Carta to determine compensation ranges and comparables in all markets and with all positions. This would include any executive compensation in the Netherlands.

Accepting Gifts

The acceptance of gifts, invitations or any other type of inducement by employees, including management board members, can potentially give rise to perceived conflicts of interest, particularly when such gestures come from third parties with whom zerohash maintains or may establish a business relationship.

Control Measures

zerohash has the following control(s) in place to manage this risk:

• zerohash has a Gift Entertainment and Travel Policy which sets out five criteria that must be met for both gifts provided or received:
  • For a proper purpose, and not intended to secure an improper advantage or otherwise inappropriately influence the recipient.
  • Permitted by law,
  • Permitted by our policies,
  • Permitted by the recipient's policies, and
  • Reasonable in value and appropriate under the circumstances.
• zerohash will conduct regular compliance training in line with the current program which is being run in the United States, which covers understanding and compliance with the policy and broader conflicts risks.

Employee Trading

Employees at zerohash, including management and board members, may hold or trade crypto assets relevant to the zerohash Platform privately, which may give rise to potential conflicts of interest.

Control Measures

zerohash has the following control(s) in place to manage this risk:

• Employees are required to refrain from trading based on material non-public information; and more in general all employees are bound by confidentiality obligations, and the obligation to immediately report the relevant information to the designated board member.
• Employees or former employees of zerohash in possession of material non-public information may not trade in crypto assets until that information has become public or no longer material.
• Under the Employee Trading Policy, employees must disclose all crypto assets held in any wallet or account at the start of their employment or when requested to do so. Employees must keep disclosures current, and provide a quarterly attestation confirming that their previously submitted disclosure remains accurate and up to date. Employees should disclose any conflict of interest to the Compliance function in accordance with the Conflict of Interest Policy.

Fund Segregation

Assets belonging to affiliated end customers may be held in Stichting Derdengelden zerohash Europe ("SDG zerohash") omnibus wallets, while zerohash Liquidity Services LLC ("ZHLS") may act as the settlement provider for related transactions. Because zerohash Group can be both the custody/service provider (via zerohash) and the settlement provider (via ZHLS), zerohash has an economic interest in these arrangements, which may give rise to potential conflict of interests.

Control Measures

zerohash has the following control(s) in place to manage this risk:

• zerohash has implemented a robust governance and fund segregation framework including processes with separation of roles and responsibilities between business operations and client asset administration.
• ZHLS executes a subordination agreement with zerohash and SDG zerohash that ensures that non-affiliated End Customers shall have first rights to all assets in the SDG zerohash Omnibus Wallets in the case of zerohash or ZHLS's insolvency.

Fully Disclosed Model

zerohash provides its services through partner platforms in a B2B2C model. This means your primary point of contact is your platform provider (the Platform Operator). Under our fully disclosed arrangement, you are also a customer of zerohash, although day-to-day communications will usually take place via your platform provider. Because we operate through platform providers while also serving end customers, this model may create potential conflicts of interest between zerohash, the Platform Operator, and customers.

Control Measures

zerohash has the following control(s) in place to manage this risk:

• zerohash has a detailed onboarding procedure for End Customers and undertakes all necessary controls and reviews to identify each End Customer. The services rendered to the End Customer are not tailored (with the exception of a rare OTC transaction) which leads to a lower need for detailed interaction with an End Customer.

Asset Quality

Economic incentives in the digital asset market may create a conflict of interest between zerohash and its customers. In some circumstances, zerohash may list or support lower‑quality or higher‑risk assets in a way that benefits zerohash but does not align with customers' best interests. Common industry incentives can encourage support for digital assets that may not be in customers' best interests. Supporting such assets may disadvantage customers, particularly those without the background needed to make an informed decision.

Control Measures

zerohash has the following control(s) in place to manage this risk:

• zerohash maintains a Token Acceptance Framework and a Token Listing Policy which set out the acceptance requirements for tokens.
• zerohash may also delist or cease supporting a token if it is determined to be a security issue.

Trading Suspensions

A decision by zerohash to suspend trading may create a conflict of interest between zerohash, end customers, and platform operators. In some circumstances, a suspension may benefit zerohash, by reducing its risk or providing an economic advantage, while restricting customers' ability to transact and potentially disadvantaging customers and platforms.

Control Measures

zerohash has the following control(s) in place to manage this risk:

• zerohash operates a dedicated, 24/7 Settlement Operations team that continuously monitors inventory and settlement activity.
• zerohash maintains a trading rulebook that sets out day to day trading procedures and the processes for trading halts and suspensions.

Group Structure and Prioritisation

zerohash Group comprises multiple, vertically integrated entities under common ownership and control. For revenue or strategic reasons, the Group may prioritise certain products, services, or entities over others. This creates potential conflicts of interest between Group entities. Decisions to favour one part of the value chain (or a particular entity) may disadvantage other entities and may impact customers or partners that rely on them—such as through reduced resources, slower development, or changes in commercial focus. At a global level, emphasising a specific process or product may limit the growth or competitiveness of other areas of the business.

Control Measures

zerohash has the following control(s) in place to manage this risk:

• Outsourced compliance activities between affiliates are overseen by a dedicated Chief Compliance Officer – International, who is separate and independent from the Chief Compliance Officer – North America.
• zerohash maintains detailed intercompany agreements that set out roles, responsibilities, and governance across Group entities.

Partner Prioritisation

zerohash may prioritise partners that are more commercially significant, creating a conflict of interest between zerohash, platform partners, and end users. Commercial arrangements may influence zerohash's neutrality and lead to disproportionate allocation of time and resources to certain partners. This could result in differentiated service levels or access to features, to the detriment of other platforms and their end users.

Control Measures

zerohash has the following control(s) in place to manage this risk:

• Platform Operators are required to notify zerohash of any changes to their customer onboarding programme.
• zerohash's Compliance leadership and teams hold regular meetings with relevant business and product functions to ensure compliance is integrated into product development and rollout, and to maintain awareness of relevant product considerations. The Compliance function also designs and implements specific controls to address unique risks associated with particular products, customers, or other factors.

Acting as Agent and Liquidity Provider

zerohash Group entities may, from time to time, act as both agent and liquidity provider in the same transaction. This dual role can create conflicts of interest: internally, over how obligations as an agent are prioritised against interests as a liquidity provider; and externally, between zerohash and end customers. In certain circumstances, prioritising one role over the other could disadvantage other Group entities or result in outcomes—such as pricing or execution—that are not aligned with customers' best interests.

Control Measures

zerohash has the following control(s) in place to manage this risk:

• zerohash maintains detailed agreements between Group entities that prescribe how we operate when acting as agent and/or liquidity provider. These agreements set clear roles and responsibilities, segregation of duties, order‑handling standards, pricing and quoting methodologies, and escalation routes for potential conflicts.
• An independent Trade Surveillance Manager and team monitor trading activity on a real‑time and post‑trade basis to detect issues such as self‑preferencing, unfair pricing, or improper handling of client orders. The team can escalate to Compliance and require remedial action where needed.
• zerohash's Internal Audit function conducts periodic reviews of dual‑role activity to assess adherence to policies, controls, and governance, and to verify that identified issues are remediated in a timely manner.
• zerohash performs regular spot checks comparing client executions against independent market data and benchmarks (for example, prevailing prices, spreads, and slippage) to evaluate execution quality and identify any anomalies.
• All transaction fees payable to zerohash are recorded and subject to ongoing monitoring by senior leadership and Compliance to identify outliers or changes that could indicate a conflict of interest or disadvantage customers.

Commingling of Funds

In some cases, assets belonging to end customers and to affiliated zerohash entities are held together in omnibus wallets. This commingling may create a conflict of interest. For example, if an affiliate were to withdraw all or a significant portion of the assets from an omnibus wallet, whether based on group-level information or otherwise, this could reduce the assets available to settle transactions and may adversely affect zerohash's ability to meet its obligations to customers.

Control Measures

zerohash has the following control(s) in place to manage this risk:

• Any affiliated zerohash entity withdrawal that would bring balances outside policy parameters requires prior approval by the zerohash Europe board. This ensures that adequate balances are maintained for the total custodied balance for the affiliate and the balance of any supported asset held for the affiliate.

Handling Unavoidable Conflicts of Interest

If there is a conflict of interest between zerohash and (one of its) customers, zerohash discloses that conflict of interest to the customer if zerohash determines that it cannot effectively reduce the risks of damage to the customer's interests through mitigating measures.