CONFLICTS OF INTEREST STATEMENT (PUBLIC NOTICE)

1. Purpose and regulatory context
Cloverum Finance (CY) Limited (the “Company”, “Cloverum”, “we”, “us” or “our”) is committed to acting honestly, fairly and professionally and to managing conflicts of interest in a way that safeguards our clients’ interests.
This Conflicts of Interest Statement (the “Statement”) explains, at a high level, how we identify, prevent (where possible), manage and, where required, disclose conflicts of interest that may arise in connection with our business and the crypto-asset services we provide (the “Services”).
This Statement is a public-facing notice based on and aligned with the Company’s internal Conflicts of Interest Policy adopted for regulatory purposes and maintained in accordance with applicable EU and Cyprus requirements, including Regulation (EU) 2023/1114 on markets in crypto-assets (“MiCAR”) and related guidance and technical standards issued by the Cyprus Securities and Exchange Commission (“CySEC”) and European supervisory authorities.
2. What is a conflict of interest
A conflict of interest may arise where the interests of the Company or a Connected Person (as defined below) diverge from, compete with, or could be perceived to compete with the interests of a client, or where such interests may impair the objectivity, independence or fairness of decision-making.
Conflicts may be actual, potential, or perceived and may arise between: (i) the Company (and/or Connected Persons) and a client; or (ii) two or more clients whose interests are in conflict.
3. Who is covered
This Statement applies to all persons and arrangements that could give rise to conflicts in connection with the Company’s Services (“Connected Persons”), including (as applicable):
• Shareholders or members of the Company;
• Any person directly or indirectly linked to the Company or its shareholders/members by control;
• Members of the management body;
• Employees and contractors;
• Clients of the Company; and
• Service providers, outsourcees, delegatees and other suppliers, where relevant to the delivery of Services.
4. Situations that may give rise to conflicts
While it is not feasible to define an exhaustive list of all possible conflicts, we assess our activities in light of the nature, scale and complexity of our business and consider, at a minimum, whether the Company or any Connected Person is in any of the following situations:
• The Company or a Connected Person is likely to make a financial gain, avoid a financial loss, or receive another benefit at the expense of a client;
• The Company or a Connected Person has an interest in the outcome of a service provided to a client that is distinct from the client’s interest in that outcome;
• The Company or a Connected Person has an incentive to favour the interests of one client over another;
• The Company carries out the same business as a client or has other relationships that could compromise independence;
• The Company or a Connected Person receives or will receive from a person other than the client an inducement in relation to a service provided to the client, other than the standard fees for that service;
• When evaluating relationships that may create conflicts, we also consider whether a Connected Person has (or has had within the last three (3) years) an economic, personal, professional, or political relationship that could conflict with the Company’s interests, or carries out conflicting tasks or responsibilities.
1. Examples (illustrative)
Depending on the specific Service and circumstances, conflicts may include, for example:
• Conflicts related to the selection or recommendation of portfolios, strategies, or service configurations where the Company could benefit;
• Conflicts arising from outsourcing arrangements and selection of suppliers;
• Conflicts related to remuneration or incentives that could encourage behaviour inconsistent with the fair treatment of clients;
• Conflicts arising from personal transactions or external activities of staff or management;
• Conflicts arising from gifts, hospitality or other benefits offered by third parties.
5. Our organisational and administrative measures
We have implemented internal procedures and controls designed to prevent and manage conflicts of interest, including (non-exhaustive):
• Internal reporting and escalation: any matter that may result, or has resulted, in a conflict of interest must be reported to the Chief Compliance Officer in writing via [email protected].
• Appropriate information barriers (“Chinese walls”) and access controls based on a need-to-know principle.
• Segregation of duties and avoidance of incompatible roles and responsibilities.
• Restrictions on staff involvement in activities that could impair independence, including limitations on providing the same services to direct competitors.
• Use of official communication channels for the exchange of relevant information (e.g., company email and approved collaboration tools).
• Oversight of outsourcing: appointment of a senior internal owner for each outsourced relationship, and conflict checks when selecting and onboarding suppliers.
• Training and awareness: regular training for staff and relevant Connected Persons on conflicts of interest management.
• Governance safeguards: directors, shareholders and senior management must disclose conflicts and abstain from decisions where their objectivity may be compromised; restrictions on holding directorships in competing crypto-asset service providers outside the same group.
6. Our organisational and administrative measures
Our remuneration arrangements are designed to avoid creating incentives that could lead individuals to prioritise their own interests or the Company’s interests over those of clients. In particular:
• Remuneration is not solely or predominantly based on quantitative commercial criteria (e.g., sales targets or volumes);
• Qualitative criteria are incorporated, including compliance with applicable rules, fair treatment of clients, and quality of service;
• A balance between fixed and variable remuneration components is maintained; and
• Where a conflict may arise, we avoid linking remuneration across incompatible activities in a way that could undermine impartiality.
7. Personal transactions and external activities
We maintain measures intended to prevent personal transactions and other activities by Connected Persons that could constitute market abuse or otherwise conflict with obligations owed to clients. While the Company does not operate its own trading venue, we apply proportionate controls and monitoring appropriate to our Services and risk profile.
8. Disclosure to clients
If, in a specific case, our organisational and administrative measures are not sufficient to avoid or manage a conflict of interest, we will disclose the conflict to the affected client(s) before undertaking further business, in a manner that provides sufficient detail to enable the client to take an informed decision.
Where appropriate, clients will be given the option to decide whether to continue the relationship with the Company.
9. Conflicts of Interest Register and record keeping
We maintain a Conflicts of Interest Register overseen by the Chief Compliance Officer. Declarations of conflicts (including by relevant Connected Persons) are recorded and monitored, and appropriate mitigation steps are documented.
Records relating to conflicts of interest are retained for the time required by applicable law and regulation, and in any case for a minimum period of five (5) years.
10. How to report a conflict of interest
If you believe a conflict of interest may exist in connection with our Services, you may notify us via the following channel:
Compliance contact (conflicts of interest): [email protected]
Please include sufficient details to allow us to assess the situation (e.g., parties involved, the nature of the relationship, and any relevant dates or documents).
11. Updates to this Statement
We review our conflicts of interest framework at least annually and update this Statement from time to time to reflect changes in our business, services, or applicable requirements. The current version will be made available via the Cloverum Website.