STOKR CONFLICTS OF INTEREST DISCLOSURE

This Conflicts of Interest Disclosure (the "Disclosure") applies to the online services provided on http://www.stokr.io and forms an integral part of STOKR's General Terms. STOKR S.A. and its branches ("STOKR", "we", "our", "the Company") is a crypto-asset service provider authorized and regulated by the Commission de Surveillance du Secteur Financier (CSSF) of Luxembourg. We provide crypto-asset services including transfer services for crypto-assets on behalf of clients and custody and administration of crypto-assets on behalf of clients.

What does this Conflicts of Interest Disclosure aim to provide?

We are committed to maintaining the highest standards of integrity and professionalism in all our operations. This disclosure provides information about how we identify, prevent, manage, and disclose conflicts of interest in accordance with Article 72 of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets (MiCAR) and applicable regulatory requirements.

We take any measures necessary to prevent, identify and manage conflict of interests. For the purpose of this Disclosure the following terms are defined as:

"Board Member" means a natural person appointed as a member of the Board.
"Board" means the board of directors of STOKR.
"Client" means an Investor or Issuer on STOKR.
"Conflict of Interest" means a contradiction between the interests of different parties. It can be both a potential or an existing Conflict of Interest.
"Conflict of Interest Function" means the person in charge of the permanent and effective monitoring/handling of possible Conflicts of Interests relating to STOKR.
"Associated Person" includes the employees (as well as independent contractors, board of directors and direct or indirect shareholders of STOKR).
"Employee" means a natural person employed by STOKR, including the Board Members, based on a valid employment agreement.
"Investor" means a natural or legal person who has registered as an investor on STOKR.
"Project" means a business activity or activities for which the Issuer seeks funding through STOKR.
"Services" means the crypto-asset services that STOKR provider - transfer and custody of crypto-assets on behalf of clients.
"Shareholder" means any natural or legal person that owns shares in STOKR.
"Service Provider" means a software provider or another service provider to us under service or other agreement.
"STOKR's Group" means STOKR, it's Shareholder/s and its subsidiaries.

Purpose and scope of this Disclosure

STOKR is committed to ensure that there are no Conflicts of Interests when providing its Services. Considering the size, organisation as well as the nature and complexity of the Services, the Board and Employees at STOKR are expected to act in accordance with the highest ethical standards when carrying out their duties. We have established and implemented necessary measures to identify, prevent and manage circumstances that can give rise to a Conflict of Interest when providing our Services. The purpose of this Disclosure is to outline our overall approach in preventing, identifying, managing, and disclosing any Conflict of Interest that may arise when we provide our Services to our Clients.

The scope of the Disclosure is extended and directed to the following natural and legal persons:

the Associated Persons as defined above
the Service Providers and
any legal persons belonging to the STOKR's Group.

Conflict of Interest may arise between any of the following:

the entities belonging to the STOKR Group
us and our Shareholder/s
us and our Shareholder's shareholders
us and one or several Board Members
us and the one or several Employees
us, our Board Members or Employees and the Associated Persons
us, our Board Members or Employees and one or more Clients
two or more Clients in the context of the provision of the Services by us to those Clients
us, our Board Members or Employees and the Service Providers or
an Associated Person and a Client.

This Disclosure does not replace our requirement to observe any applicable laws and regulations relating to Conflicts of Interest situations.

Nature and source of conflicts of interest

A conflict of interest is a situation where one or more persons or entities have competing interests, and serving one interest may involve detriment to another. Conflicts can be:

Actual: Conflicts that have already arisen
Potential: Conflicts that may arise given particular circumstances
Perceived: Situations that may give rise to the perception of a conflict

Client-related Conflicts

Situations where STOKR or Associated Persons might:

Make a financial gain or avoid a financial loss at the expense of a client
Have an interest in the outcome of a service or transaction that differs from the client's interest
Have financial or other incentives to favor one client's interests over another's
Carry out the same business activities as the client
Receive inducements from third parties in relation to client services

Company-related Conflicts

Situations involving:

Employee interests differing from company interests
Personal relationships that could influence business decisions
Economic interests in entities with conflicting interests
Professional or political relationships with conflicting parties
Conflicting tasks, activities, or responsibilities within our organization

Personal Transaction Conflicts

Conflicts arising from personal trading activities by our employees or Associated Persons that could conflict with client interests or company activities.

When identifying any of the possible Conflicts of Interests listed above that might arise, we are also identifying whether any Associated Persons' individual interests are directly contrary to STOKR's or the Client's interest and what impact this person would possibly have if involved in a Project. STOKR takes great care in the assessment of the influence and decision-making powers of any Associated Person.

We have identified different scenarios where a potential Conflict of Interest when providing our Services may arise:

Between Issuers – Issuers from the same industry sector or geography which would wish to use our Services and seek funding within the same timeframe, thus a Conflict of Interest might arise for competing for the same Investors
Between us or an Associated Person and the Issuer or a third party - there is a risk that gifts or incentives may be provided by the Issuer or a third party to us or an Associated Person that may materially influence a decision that affects the Issuer. STOKR or the Associated Persons are strictly instructed that accepting gifts or other material benefits are forbidden. STOKR and the Associated Persons do not and will not accept any additional inducements (monetary and non-monetary) from the Issuer or third parties in the course of providing its Services. The only fees paid to STOKR for the Services provided are strictly mentioned in the agreement signed with the Issuer.
Personal transactions – we don't accept any Associated Persons as Investor on STOKR.

Please note that the different scenarios as examples above are not exhaustive and Employees are informed and required to identify and consider Conflict of Interest at all times and in case of doubt always escalate and consult their direct manager or the Compliance Officer of STOKR. STOKR is not giving any investment advice nor promoting any specific Project.

Preventing, identifying, and managing Conflicts of Interest

STOKR does not accept Associated Persons as Issuers.

STOKR has a dedicated team that is approved by the Board to manage the onboarding process for new Projects and ensure the transparent, clear and fair execution of such processes. The team is responsible for monitoring prior to any new Project whether the Issuer and its potential onboarding can lead to a possible Conflict of Interest.

To prevent, identify and manage any possible Conflict of Interest, STOKR is taking the following measures and putting in place internal rules and controls for the effective management:

Independent control functions (compliance, risk, audit).
Three lines of defence risk management framework.
Independent reporting lines to the authorised management and Board of Directors.
Dedicated Conflict of Interest Function at STOKR.
Business team approved by the Board which onboards new Projects and assesses the risk of onboarding this new Project and whether it can cause a Conflict of Interest between the new Project and STOKR, the Associated Persons or other Projects.
Strict information barriers between different areas of the Company.
"Need-to-know" principle for handling sensitive information.
Restrictions on information flow to prevent misuse of confidential data.
Up-to date register of Associated Persons – the register will be updated every time there has been a change and in case of a deletion from the register, the data will be kept for 1 (one) year after the event giving the reason for deletion
Monitoring of employees' personal transactions.
Management of the exchange of information between the parties involved in a Project which may lead to a Conflict of Interest
Implementing and maintaining internal policies and procedures to set the professional standards to which we abide.
Complaints Disclosure – available here and setting out how a complaint can be filed on STOKR.

Employees at STOKR shall observe high ethical standards in performing their duties. To ensure compliance with this Disclosure and applicable regulations, every Employee is responsible for keeping in mind the Conflict of Interest situations described herein, and for identifying and escalating potential Conflicts of Interest so that they may be prevented or appropriately managed and resolved.

In case of an incident or an event that could lead to a Conflict of Interest or violation of this Disclosure, or in case of doubt whether a Conflict of Interest may arise, the Associated Person, Employee or Board Member should inform without any delay the Conflicts of Interests Function of STOKR by sending an email to: [email protected] and providing all necessary information to assess the risk. STOKR will keep on record all activities and cases where a Conflict of Interest has arisen or may arise and on the relevant actions taken to mitigate and resolve the risks.

Roles and responsibilities of Conflicts of Interests Function

The Conflicts of Interests Function of STOKR, with respect to the management and handling of Conflicts of Interest, is inter alia responsible for:

ensuring the implementation of, and implementing this Disclosure
permanently monitoring and regularly assessing the adequacy and effectiveness of any measures, policies and procedures put in place with respect to STOKR, including as regards this Disclosure
advising and assisting the relevant persons responsible for carrying out services/activities to comply with any legal/regulatory obligations
assessing all considered transactions ex-ante, in light of this Disclosure and other rules applicable to STOKR, including its articles of incorporation
regularly and directly reporting to the Board of Directors and authorised management in relation to any particular matters and respective remedial measures (if any), including with respect to any Conflicts of Interests.

Revision and monitoring of this Disclosure

We may modify or amend this Disclosure from at least once a year, as well as whenever any changes therein may become necessary. Therefore, we encourage you to periodically review it to be informed about how we are preventing, identifying and managing Conflict of interest.