Conflicts of Interest

1. Introduction

ZEBEDEE is dedicated to adequately managing situations where the specific interests of ZEBEDEE and its customers, or employees, both between our company and our customers and between a customer and another customer, may give rise to a conflict, whether directly or indirectly. To do so, ZEBEDEE will take all reasonable steps to identify, prevent and, if necessary, manage conflicts of interest fairly. ZBD has established a Conflicts of Interest Policy, which aims to ensure that ZBD acts honestly, fairly and professionally in the best interests of its business customers, users and other stakeholders and at times puts its customers' interests ahead of its own.

ZBD 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.

The Management and Supervisory Boards and all employees at ZBD fully support conflicts of interest framework and are committed to ensure that all conflicts between the company, its employees and ZBD's customers, and between customers, are managed fairly with no party unfairly disadvantaged.

The ZBD Management Board will review, at least on an annual basis, all records of potential, perceived or actual conflicts of interest situations identified during the course of doing business and assess the risks to damage the interests of a customer and the effectiveness of the implemented measures to mitigate and measure those.

2. Identifying a conflict of interest

For the purpose of identifying the types of conflict of interest that arise, or may arise, in the course of providing electronic money services and/or crypto asset services and the existence of which may entail a material risk to or damage the interests of a customer, ZBD will take into account, as a minimum, whether the firm or a "relevant person" (such as a Management Board member, Supervisory Board member or employee of ZBD), or a person directly or indirectly linked by control to the firm, may find itself in a situation where the prospect of direct or indirect personal gain may influence or appear to influence judgement or actions while conducting company business. A conflict of interest may arise if a relevant person is in any of the following situations and those will be assessed when determining if a conflicts of interest situation exists:

When identifying the types of conflict that arise, or may arise, ZBD will assess whether the company or a relevant person (such as an employee of ZBD), or a person directly or indirectly linked by control to ZBD, may find itself in a situation where the prospect of direct or indirect personal gain may influence or appear to influence judgement or actions while conducting company business. A conflict of interest may arise if a relevant person is in any of the following situations and those will be assessed when determining if a conflicts of interest situation exists:

• it is likely that a relevant person may make a financial gain, avoid a financial loss, or receive another kind of benefit, at the expense of a customer of ZBD;
• a relevant person has an interest in the outcome of a service provided to a customer of ZBD or a transaction carried out on behalf of a customer, which is distinct from the customer's interest in that outcome;
• a relevant person has a financial or other incentive to favour the interest of one or more customers of ZBD over the interests of another customer of ZBD;
• a relevant person carries out the same business as a customer of ZBD;
• a relevant person receives or will receive from another person other than the customer of ZBD an inducement in relation to a service provided to that customer, in the form of monetary or non-monetary benefits or services.

Therefore, a conflicts of interest may include but are not restricted to interests between:

• ZBD and our customers
• ZBD employees and our customers
• Two or more different customers
• Third parties and our customers
• New services / products and our customers

3. Types of conflicts of interest situations:

3.1 Personal transactions:

ZBD employees may buy, sell or hold the same assets as our customers. ZBD employees are prohibited from entering into personal transactions which involve the misuse or improper disclosure of that confidential information; or conflict or are likely to conflict with an obligation of ZBD under Regulation (EU) 2023/1114. All ZBD employees are made aware of the restrictions on personal transactions, and of the measures established by ZBD during their onboarding and periodically afterwards.

It is an offence to profit from a financial transaction, either directly or indirectly, based on confidential information that someone is party to. This is often referred to as ‘insider dealing’ and is covered by the Market Abuse Directive. Whilst we may not deal in investments directly there may be occasions through the course of ZBD's business where an employee may become party to confidential information.

Where this is the case, nobody within ZBD (or third-party outsourced partners) will:

• Enter into a personal transaction which meets at least one of the following criteria:
  a. That person is prohibited from entering into it under the Market Abuse Directive, or
  b. It involves the misuse or improper disclosure of that confidential information, or
  c. It conflicts or is likely to conflict with an obligation of ZBD to a customer under the regulatory system.
• Advise or procure, other than in the proper course of employment or contract for services, any other person to enter into a transaction in designated investments which, if a personal transaction of the relevant person, would be covered by 1. above.
• Disclose, other than in the normal course of employment or contract for services, any information or opinion to any other person if the relevant person knows, or reasonably ought to know, that as a result of that disclosure that other person will or would be likely to take either of the following steps:
  a. To enter into a transaction in designated investments which, if a personal transaction of the relevant person, would be covered by 1. above.
  b. To advise or procure another person to enter into such a transaction

3.2 Gifts and entertainment

ZBD has established a policy on gifts and entertainment which confirms when they can be received or given and the steps that must be taken. ZBD employees are prohibited from receiving any form of entertainment or gifts from business partners, customers or persons that may generate a financial gain or prevent a financial loss at the expense of ZBD or one of its customers or falls outside of the permitted Gifts & Entertainment guidelines of ZBD, described in the Anti Bribery and Corruption Policy

Similarly, ZBD employees are not allowed to place undue pressure on customers to persuade them to conclude transactions through ZBD to the extent that this gives rise to a conflict of interest between that customer and another customer.

3.3 Dual-hatting

ZBD strives to ensure that dual-hatting situations do not give rise to actual or potential conflict of interest, which may result in a material risk to the interests of ZBD or its customers. Such a conflict of interest may arise when an individual or a department has 2 or more conflicting roles at the same time. Therefore, ZBD takes specific measures in such situations, which are appropriate for the prevention or mitigation of the potential conflict of interest, such as:

• Segregation of duties to maintain department or role's independence and aim to avoid any potential conflict of interest;
• Establishing information barriers to allow departments to continue making independent decisions based on public information and not be influenced by other departments or entities which may have access to inside or confidential information.

3.4 Remuneration

ZBD is subject to the Act on Remuneration Policies (Financial Enterprises) Act (Wet beloningsbeleid financiële ondernemingen – “RPFEA”) as implemented in the Dutch Financial Supervision Act (Wet op het financieel toezicht - "DFSA"). Thus, ZBD has implemented a Sound Remuneration Policy, which ensures that remuneration arrangements do not create conflict of interest situations. ZBD's Sound Remuneration Policy ensures that all relevant employees who are open to a conflict of interest are paid a basic fixed salary. Offering a basic fixed salary is an especially effective mitigant for potential conflict of interest situations for key support and control functions such as compliance. This salary is not dependent on business performance ensuring that employees are not incentivised by monetary rewards to perform actions which may be against the best interests of ZBD or its customers.

4. Managing conflicts

The measures for dealing with conflicts which ZBD implements are designed to ensure that relevant persons engaged in different business activities involving a conflict of interest carry on those activities at a level of independence, appropriate to the size and activities of ZBD and are proportionate to the of the risk of damage to the interests of clients.

Examples of procedures for managing conflicts include:

• Effective procedures to prevent or control the exchange of information between relevant persons engaged in activities involving a risk of a conflict of interest where the exchange of that information may harm the interests of one or more customers.
• The separate supervision of relevant persons whose principal functions involve carrying out activities on behalf of, or providing services to, customers whose interests may conflict, or who otherwise represent different interests that may conflict, including those of ZBD.
• We also prevent or manage conflicts of interest by the establishment and maintenance of internal arrangements restricting the movement of information within the business. This requires information held by a person in the course of carrying on one part of our business to be withheld from, or not to be used by, persons with or for whom we act in the course of carrying on another part of our business. Such an arrangement is referred to as a ‘Chinese Wall’ and can include hierarchical separation and physical barriers between the activities likely to involve conflicts of interest, thereby aiming to prevent any undue transmission of information.

5. Declining to act

Where ZBD considers that we are not able to prevent or manage the conflicts of interest situation to an acceptable level, we may decline to act for the customer.

6. Disclosure

There may be situations of actual and potential conflicts of interest where even after performing a risk assessment and implementing mitigation measures, it is not possible to manage the conflicts of interest situation to a satisfactory level which ensures that the risks of damage to the interests of the customer will be prevented. Therefore, as a last resort, where there is no other means of preventing or managing a conflict, ZBD will disclose that conflicts of interest situation clearly, in writing, with sufficient details, taking into account the nature of the customer, to enable the customer to make an informed decision with respect to the service in the context of which the conflict of interest arises.

Review of conflicts of interest policy.

ZBD's Conflicts of Interest Policy will be assessed and reviewed at least on an annual basis any relevant updates will be published here.