1. Introduction

Scope

This Policy applies to all of GATE KRİPTO VARLIK ALIM SATIM PLATFORMU A.Ş (“ Company ”), and the Board, the Company’s shareholders, directors, employees, service providers or sub-contractors and any person directly or indirectly linked or related to the Company by control.

Policy Statement

The Company is a crypto asset service provider established under The Communiqué on the Establishment and Operating Principles of Crypto Asset Service Providers (III-35/B.1), providing services (“ Services ”) to its clients (“ Clients ”) within this scope.

The Company conducts its business according to the principle that it must manage conflicts of interest appropriately. To do this, the Company and its staff must be able to properly identify a conflict of interest.

This Policy sets out the Company’s policies for conflict of interest and includes those circumstances that have been identified by the Company as potentially giving rise to a conflict of interest which may damage the interests of Clients. A high level overview of the systems and controls adopted to manage such conflicts and mitigate conflicts of interest risks is also included.

This Policy specifies the principles and procedures to identify, prevent, and manage conflicts of interest that may arise between the subjects explained hereinunder.

Objectives

The main objectives of this Policy are:

1. preventing the occurrence of adverse consequences for the Company and/or its Clients as a result of the presence (the possibility of occurrence) of conflicts between the interests of:

• the Company;
• shareholders;
• Companies belonging to the Company’s group which includes any affiliates, subsidiaries, parent companies and entities under common control, both domestically and internationally (“Group Entities”) ;
• employees of the Company (“Employees”);
• business partners;
• the Board;
• investors in the Company (“Investors”)
• any directly or indirectly affiliated individuals, both domestically and internationally (“Affiliated Individuals”); and
• Clients.
  (including such consequences as the occurrence of losses, and deterioration of business reputation)

2. prevention of violations and offenses that may be committed due to the presence of a conflict of interest.

In the event that the Company cannot avoid conflicts of interest after using all reasonable efforts, it shall ensure that such conflicts of interest are disclosed to its affected Clients (as described under Section 4.2.4 of this Policy), and such Clients should be fairly treated by the Company.

2. Definition

A conflict of interest is any situation in which a person or organisation is involved in:

1. a direct or indirect financial interest;
2. non-financial or personal interests; or
3. competing loyalties between an organisation they owe a primary duty to and/or some other person or entity;

which could adversely influence the motivation or decision-making of that person or organisation to act in the best interest of Clients or the Company. This could adversely affect the interests of the Clients or the Company. Note that all references to ‘Clients’ in this Policy also refer to potential clients.

Even if not defined, a “conflict” includes situations in which the impartiality of an individual in discharging his/her duties could be called into question because of the potential, perceived or actual improper influence of personal, financial and other considerations on such individual’s discharge of his/her duties. Even a perception of competing interests, impaired judgement or undue influence may be damaging to the Company’s reputation.

The existence of an actual, perceived, or potential conflict of interest does not necessarily imply or result in wrongdoing on anyone’s part. However, any private, personal, or commercial interests which give rise to such a conflict of interest must be recognised, disclosed appropriately and either eliminated or properly managed. Reporting, recording, and managing potential conflicts effectively protects Employees and can help to generate public trust and confidence.

3. Conflicts of interest relationships, scenarios, and specific examples

Relationships giving rise to conflicts of interest

Conflicts of interest under this Policy may arise in a variety of relationships which are often closely related and may overlap. This includes conflicts of interest that arise between the:

1. Company;
2. Clients;
3. Investors and shareholders;
4. Board and management;
5. Group Entities;
6. Business Partners;
7. Affiliated Individuals; and
8. Employees.

Conflicts of Interest scenarios (non-exhaustive)

A non-exhaustive list of common conflicts of interest scenarios is set out below.

3.1 Client related conflicts

Conflicts of Interest relating to Clients can be broadly described as scenarios where the Company, Clients, Investors and shareholders, Board and management, group Entities, Business Partners, Affiliated Individuals, and Employees:

• is likely to make an inappropriate financial gain or avoid financial loss at the expense of a Client;
• has an interest in the outcome of a service provided to a Client or of a transaction carried out on behalf of a Client which is different from the Client’s interest in that outcome;
• has a financial or other incentive to favour the interest of a Client or group of Clients over the interests of another;
• carries on the same business as a Client;
• receives or will receive from a person (other than the Client) an inducement in relation to a service provided to the Client, in the form of monies, goods or services, other than a standard commission or fee for that service;
• profits from a service or activity that does not serve the Client’s interests;
• requires the use of a distributed ledger network owned by the Company or its Group Entities to list crypto assets, leading to financial gain; or
• has a financial or other incentive to favour the sale of a particular product or service to a Client which is not in the best interest of the Client.

Specific examples of Conflicts of Interest (non-exhaustive)

The below is a sample, drawn from the Company’s conflicts of interest taxonomy, of specific examples of transactions and activities at the Company that may give rise to conflicts of interest which require appropriate management, mitigation or prevention:

4. Management of conflict of interest

The Company seeks to ensure that a conflict of interest does not adversely affect the interests of Clients, the Company, its shareholders or other stakeholders through the identification, prevention or management of the conflict of interest.

Some conflicts of interest are not permitted as a matter of law or regulation and others are permitted so long as the Company has appropriate means by which to manage them. The Company may utilise a number of means (which may be used individually or in combination) to manage a Conflict of Interest including:

1. organisational arrangements which are described below;
2. policies, procedures, systems and controls which are described below;
3. disclosure designed to inform the affected parties of the Conflict of Interest and its likely impact on them which is described below; or
4. avoidance of the service, activity or matter giving rise to the conflict of interest where the conflict of interest cannot be prevented or managed effectively using other means.

Description of organisational arrangements relating to conflicts of interest

4.1 Board and Board committee governance

The respective terms of reference for the Board and all its committees set out the obligations relating to the management of conflicts of interest. The minimum governance requirements for the Board are set forth in the Company’s Corporate Governance Policy.

The terms of reference must require Board and committee members to disclose potential conflicts of interest on an ongoing basis to the chairperson and for the chairperson to take appropriate action to resolve such conflicts of interest.

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 member shall not vote on the decision.

4.2 Segregation of functions and duties

The Company structurally segregates its business functions and duties to allow for their independence. Specifically, supervisory and advisory functions and other internal review functions shall be effectively segregated from operational duties in order to:

1. ensure that supervisory and other internal controls are effectively maintained; and
2. avoid undetected errors or abuses of certain functions.

This, for example, shall include segregation of the Company’s custody team from other operational verticals.

Additionally, business divisions implement policies and procedures and systems and controls so that one person or unit does not execute all phases of a transaction, including applying a “four eyes” principle to avoid or mitigate the risk of asset or information loss.

Description of policies, procedures, systems and controls relating to conflicts of interest

4.3 Identification and escalation

Failure to identify and appropriately manage conflicts of interest could result in inappropriate or a range of adverse consequences for Clients, the Company and Employees, such as reputational damage, damage to Client relationships and loss of Client business, regulatory sanctions, and risk of litigation. To assist in the identification of conflicts of interest, Clause 3 includes non-exhaustive lists of (i) relationships where conflicts of interest may arise and (ii) Conflicts of interest scenarios, as well as (iii) a sample of specific examples of circumstances in which these conflicts of interest arise.

All Board members and Employees of the Company must disclose to the Company in writing of any conflicts of interest immediately as they arise. The disclosure must include all material facts in the case of a contract or transaction involving the director or Employee.

The Company operates internal escalation processes for conflicts of interest, with each business unit having the responsibility of defining and documenting their respective processes under the Company’s conflicts of interest framework. The escalation processes are required to enable the conflicts of interest to be escalated on a timely basis and considered at an appropriate level of seniority and by the correct stakeholders to arrive at the most appropriate resolution.

4.4 Conflicts of interest register

The Company maintains a register that records the types of conflicts of interest that have arisen or may arise in the course of the Company’s regulated services and activities or otherwise by virtue of the Company’s structural or business practices. Such a register will record the management and remedial measures taken, in detail. Such records shall be maintained for up to
10 years.

4.5 Information barriers

The Company maintains information barriers that are designed to restrict information flows between different areas of the Company. These restrictions enable the Company and Employees to carry out business on behalf of Clients without being influenced by other information held within the Company which may give rise to a conflict of interest. For the avoidance of doubt, and consistent with the Company’s need-to-know principle, where an Employee is required by any other policy or procedure of the Company to share information with other Employees (including Employees in different group entities or different business lines), the Employee is required to do so in accordance with such policy or procedure provided that such sharing of information does not breach this Policy or any related policies and procedures.

Such information barriers shall also prevent inter-group information sharing which may lead to practices such as front running.

4.6 Disclosure and Client consent

If the Company, a member of the Board or any Employee 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 Company shall:

1. promptly disclose the existence and nature of such conflict to its affected Client; and
2. to the extent that the affected Client’s interests can be sufficiently protected, manage and minimise such conflict by adopting appropriate measures to ensure fair treatment to its affected client, including establishing and maintaining “Chinese Walls” to separate Employees into different teams.

In certain circumstances, the Company may determine that its arrangements to prevent or manage conflicts of interest may not be sufficient to protect a Client’s interest from material damage and the Client must be made aware of this. Alternatively, where the Company is of the view that the potential conflict of interest is manageable, it may decide in particular circumstances that a Client should be made aware of the potential for a conflict of interest and the arrangements that will be put place to manage the conflict. Where permissible under applicable laws and regulations and appropriate, disclosure to an affected Client may be made to inform the Client of the arrangements and/or to specifically seek the affected Client’s consent to act. In any event, prompt disclosure to an affected Client must be made whenever there is an actual or potential conflict of interest.

If the conflict has been identified (i.e., known to the Company), whether it is a potential or actual conflict, such disclosure:

1. must be made prior to the provision of services in a durable medium and in sufficient detail to enable the Client to make an informed decision as to whether to accept the provision of the relevant service;
2. must state that it is being provided to the Client because the Company’s organisational and administrative arrangements established to prevent or manage that conflict of interest are not sufficient to ensure, with reasonable confidence, that the risk of damage to the interests of the Client will be prevented;
3. should take into consideration the nature of the Client and include a specific description of the conflict of interest that has arisen in connection with the proposed service; and
4. must include an explanation as to the general nature and source of the conflict of interest, the risks to the Client that arise as a result of the conflict of interest and a description of the steps undertaken to mitigate these risks.

If the conflict is identified during or after the provision of services, and such conflict is material enough that may impact the Clients, the Company shall disclose the existence of such conflict to the Clients in writing.

The Company shall publish on their platform’s website, a detailed description of any actual or potential conflicts of interest generally arising out of their activities, and how these are managed.

4.7 Outside business interests

A conflict of interest may arise between an Employee’s or a Board member’s outside business interests, as long as the capital markets legislations allows such business and conducts, and the interests of the Company and its Clients. The Company shall impose disclosure and approval requirements, enabling the identification, management and, where necessary, prohibition of outside business interests that may give rise to conflicts of interest. Irrespective of the business nature of the outside business interest, all outside business interests must be disclosed to the Company, as any time devoted to the outside business interest in itself may also be a conflict of interest to the Company and its Clients.

An electronic register of outside business interests is maintained by the Company and utilised for conflicts management purposes. This information should be reviewed annually; a process that will be initiated and managed by the Compliance Officer.

4.8 Outsourcing arrangements

Before selecting a service provider for the purposes of outsourcing certain functions or business processes, the Company shall conduct detailed due diligence. This due diligence shall include the possibility of the occurrence of conflicts of interest.

The Company’s Outsourcing Policy shall include procedures for identifying, measuring, managing, mitigating, controlling and reporting the risks of an outsourcing arrangement and any conflicts of interest.

4.9 Remuneration process

A conflict of interest may arise where the Company’s remuneration practice could incentivise an Employee to act contrary to their responsibilities or regulatory requirements. The Company applies a compensation framework in place to align compensation practices to avoid such an incentive.

4.10 Gifts, invitations and hospitality

A conflict of interest may arise where an Employee receives or offers gifts, invitations and hospitality that constitutes an inappropriate incentive for an Employee, Client or third party to act in a certain way. The Company’s Business Gifts, Anti-Corruption & Bribery Policy does not permit the offering or acceptance of gifts, invitations and hospitality by an Employee unless it is reasonable, proportionate and for a legitimate business purpose. Where applicable, Employees must obtain pre-approval for gifts, invitations and hospitality and approval will depend, among other criteria, on whether it may give rise to a conflict of interest.

4.11 Listing crypto assets

The Company shall establish standards for the crypto assets it lists on its platform. Such standards (“ VA Standards ”) shall be disclosed on the platform’s website. The VA Standards shall disclose all potential or actual conflicts of interest that arise from the fact that the Company is providing services in relation to certain crypto assets along with remedial measures taken in this regard. For further information, please refer to the Coin Listing Policy.

5. Responsibilities

Employees

All Employees are responsible for identifying and managing conflicts of interest on an ongoing basis and are required to:

1. comply with this Policy and other applicable policies and procedures relating to the identification, documentation, escalation and management of conflicts of interest;
2. act with integrity and exercise good judgement and discretion;
3. act with the requisite degree of independence and objectivity when discharging their responsibilities at the Company;
4. avoid, wherever possible, situations giving rise to conflicts of interest due to any of the following:

• personal financial interest;
• family members or close personal relationships;
• previous, current or potential future involvement in an activity or endeavour (whether at the Company or externally); or
• different roles and responsibilities at the Company;

5. immediately notify their supervisor of the existence and general nature of a conflict of interest;
6. not be in a supervisory, subordinate or control relationship (having influence over conditions of employment) with closely related persons including family members or close personal relationships;
7. not misuse information obtained in the course of working at the Company including in connection with dealing in crypto assets;
8. manage work-related information on the basis of the Company’s need-to-know principle, respecting information barriers and duties of confidentiality at all times;
9. challenge and escalate promptly issues of concern to their supervisors so that conflicts of interest may be appropriately reviewed, managed and resolved; and
10. upon joining the Company and on a periodic basis thereafter, complete all attestations required by the Compliance Officer.

Supervisors

Employees who act in a supervisory capacity are required to:

1. actively seek to identify, mitigate and, to the extent required by other Company procedures, document conflicts of interest in their area of responsibility, including in connection with any current or planned activities;
2. assess any conflicts of interest reported to them to determine if a conflict of interest exists;
3. determine, after consulting with the Compliance Officer and other control functions as required, the best course of action to resolve, manage or avoid the conflict of interest, including further escalation to a higher management authority where necessary or the (temporary or permanent) withdrawal of oversight of a given matter or activity from the Employee concerned;
4. review on an annual basis or more regularly, if required, any reported conflicts of interest to ensure these are being managed in accordance with any agreed resolution; and
5. allocate responsibilities to Employees who report to them in a manner that does not lead to conflicts of interest and avoid allocation of responsibilities which will compromise the independence of control functions of the Company.

5. Protection of Personal Data ****

Within the scope of this Policy, clients’ personal data shall be processed in accordance with the principles set forth by Law on the Protection of Personal Data No. 6698. During data transfer processes, the security, confidentiality, and accuracy of the data shall be ensured, and data shall only be shared under the conditions defined by law and when necessary.

In this context:

• Appropriate security measures shall be taken for third parties to whom the data is transferred.
• Prior to the transfer, confidentiality obligations shall be clearly defined through agreements with the receiving units or third parties.
• Full compliance with all legal obligations related to the protection of clients’ personal data shall be ensured.

This clause constitutes part of the Company’s strategy for data protection and ensures that data processing activities are regularly audited and aligned with the current legal framework.