Conflict of Interest Disclosure

1. Introduction and Scope

BitPay B.V. (the "Company") is authorized to provide services as a Crypto Asset Service Provider (CASP) under the Markets in Crypto Assets Regulation (MiCAR). We are committed to acting honestly, fairly, and professionally, and in the best interests of our clients. This public disclosure outlines the framework and measures implemented by the Company to identify, prevent, manage, and disclose potential conflicts of interest that may arise in the course of providing our services.

This Policy applies to all activities undertaken by BitPay B.V., including its management board, supervisory function holders, employees, and any associated persons or entities (collectively, "Personnel").

2. Principles of Conflict Management

The Company's approach to conflict management is guided by the following principles:

• Integrity and Fairness: All Personnel must act with the highest degree of integrity and prioritize the interests of our clients over the interests of the Company or Personnel.

• Client Priority: Where a conflict is identified, the resolution must ensure that no detriment is caused to the client.

• Transparency: Potential conflicts that cannot be fully mitigated must be clearly and promptly disclosed to the affected clients before any service is provided.

3. Categories of Potential Conflicts of Interest

Conflicts of interest may arise in several contexts, including:

3.1. Conflicts between BitPay B.V. and its Clients

Situations where the Company's proprietary interests may conflict with the duty owed to its clients:

• Proprietary Activities: The Company trading for its own account in a manner that conflicts with pending client orders, including front-running or market manipulation.

• Asset Use: The use or management of client crypto assets or funds (where permitted) in a way that provides an undue benefit to the Company at the client's expense.

• Resource Allocation: Decisions regarding technology, staff, or capital that favour the Company's non-client services over client-facing services.

3.2. Conflicts involving Personnel and Connected Persons

Situations where the personal interests of Personnel or closely connected persons may influence professional judgment:

• Financial Interests: Personnel holding personal investments in, or having a significant financial relationship with, a business that is a direct competitor, counterparty, or vendor of the Company or its clients.

• Gifts and Inducements: The solicitation, offer, or acceptance of any gift, hospitality, or other benefit that exceeds defined monetary limits or could be reasonably construed as influencing a business decision.

• External Activities/Dual Roles: Engagement in outside business activities or holding positions, such as directorships, that conflict with their duties to the Company, particularly those involving BitPay Inc. (the parent company) or other group entities.

• Misuse of Information: Accessing or using confidential client or market information for personal gain or for the benefit of a third party.

3.3. Conflicts Arising from the Group Structure (BitPay Inc.)

Conflicts arising from the Company being part of the global BitPay Inc. corporate group:

• Shared Resources: The sharing of technology, human resources, or infrastructure with BitPay Inc., where a conflict could arise in the fair allocation of costs and services.

• Outsourcing Arrangements: Potential conflicts where the interests of the outsourced service provider (BitPay Inc.) are not fully aligned with the best interests of BitPay B.V. or its clients.

4. Measures for Conflict Management and Mitigation

BitPay B.V. has implemented robust internal controls, organizational arrangements, and administrative measures designed to prevent and manage conflicts effectively.

4.1. Organizational and Structural Controls

• Segregation of Duties (Chinese Walls): Implementing physical and technological barriers ("Chinese Walls") to prevent the flow of sensitive, non-public information between different functional areas of the Company, especially those that engage in proprietary activities and those that execute client orders.

• Independent Management Board: Ensuring a balanced and independent Management Board with clear accountability for MiCAR compliance and operational oversight.

• Internal Audit Function: Maintaining an independent and dedicated Internal Audit function to regularly review the effectiveness of conflict management controls and report directly to the supervisory body.

4.2. Personnel and Procedural Controls

• Mandatory Disclosure and Register: All Personnel are required to disclose any actual or potential conflict of interest to the Chief Compliance Officer (CCO) immediately upon awareness. The CCO maintains a central register of all reported conflicts and the measures taken to manage them.

• Strict Reporting Lines: Establishing clear, documented reporting lines that separate decision-makers from those whose personal interests may be affected by the decision.

• Approval of External Activities: Requiring prior written approval from the CCO for all external business activities, investments in related entities, or acceptance of significant gifts/hospitality.

• Training: Providing mandatory and recurring training to all Personnel on the identification, management, and reporting of conflicts of interest in line with regulatory expectations.

4.3. Group Structure Management

• Arm's Length Agreements: All transactions, shared resources, and outsourcing services provided by BitPay Inc. are governed by formal, legally binding agreements established on commercial, arm's length terms.

• Independent Oversight of Outsourcing: The Management Board monitors the performance and compliance of BitPay Inc. as an outsourced provider to ensure client interests are protected and contractual obligations are met.

5. Disclosure and Review

In the event that the Company identifies a conflict of interest that cannot be prevented or fully managed, it will disclose the nature and source of the conflict to the affected client(s) in a durable medium, clearly explaining the risks before proceeding with the transaction or service.

This document is subject to regular review and will be updated as regulatory requirements evolve or as the Company’s structure and activities change.

This Conflict of Interest Disclosure is a public statement made available on the BitPay B.V. website in accordance with MiCAR requirements to ensure transparency for all stakeholders.