Conflicts of Interest Statement

This Conflicts of Interest Disclosure is published pursuant to Rule I.B.1(a) of the VARA Broker-Dealer Services Rulebook and the equivalent provision of the VARA Exchange Services Rulebook, and in accordance with Rule II.C of the VARA Company Rulebook.

1. Our Commitment

The purpose of this disclosure is to identify and explain how Rain MENA FZE (the "Company") manages and mitigates conflicts of interest, in accordance with VARA requirements and industry standards, to ensure that all employees and board members act in the best interests of the Company and its clients, maintaining the highest standards of integrity and professionalism.

The Company uses all reasonable efforts to avoid conflicts of interest between its Group, the Company itself, its Board, its Staff, its clients, and its investors. In the event that the Company cannot avoid a conflict of interest after using all reasonable efforts, it will ensure that such conflict is disclosed to affected clients and that those clients are fairly treated.

2. What is a Conflict of Interest?

A conflict of interest is a situation in which an individual's or organization's personal or financial interests could potentially or actually conflict with their duties and responsibilities to the Company or its clients, influencing their ability to make impartial decisions.

The Company recognises two types:

• An actual conflict of interest is a situation where a direct conflict exists between an individual's or organization's private interests and their professional obligations, potentially influencing the objective exercise of their duties.
• A potential conflict of interest is a situation that could develop into an actual conflict of interest, due to an individual's or organization's private interests possibly interfering with their professional responsibilities in the future.

3. Conflicts Arising from Our Activities

Conflicts of interest may arise between the following parties: Rain MENA FZE and a client; Rain MENA FZE and its Group; Rain MENA FZE and an employee; Rain MENA FZE and its Board; and Rain MENA FZE and its investors. The following describes the principal categories of conflict the Company has identified and how each is managed.

3.1 Dual Authorization: Exchange Services and Broker-Dealer Services

The Company is authorized by VARA to provide both Exchange Services and Broker-Dealer Services. Where the Company acts as principal in a transaction while also providing brokerage services to clients, a conflict of interest may arise between the Company's commercial interests and its duty to act in clients' best interests.

How we manage it: The Company maintains written controls to ensure that the best execution standard is met and that any conflicts of interest, either between competing client orders or between client orders and the interests of the Company, are managed appropriately. The Company does not pay or receive any monetary or non-monetary benefit, including by way of reciprocation for any service or business, to any third party in respect of its execution services provided to a client, except for necessary service fees required to execute the client's order. Any fees payable by or to another VASP or other third party are structured in such a way so as not to give rise to conflicts of interest in respect of the execution of client orders.

3.2 Virtual Asset Listing Decisions

The Company has a commercial interest in listing Virtual Assets on its platform. This may conflict with its obligation to apply rigorous and independent VA Standards before any Virtual Asset is listed.

How we manage it: All listing decisions are subject to the Company's published VA Standards (available here: Virtual Asset Standards) and require approval from multiple senior individuals before any Virtual Asset may be listed. Listing decisions are documented and retained. Commercial functions do not have unilateral authority to approve listings.

3.3 Financial Interests

Owning stock or other financial interests in a competitor, client, vendor, or business partner could create a bias towards favoring their interests over the Company's, including holding a significant ownership stake in a company that the Company does business with.

How we manage it: Board members and Staff are required to obtain the Company's prior written approval before opening, modifying, or closing any Virtual Asset positions held directly or indirectly on their own account; increasing or decreasing their shareholding in a legal entity other than the Company; or taking up a directorship in a legal entity other than the Company.

3.4 Business Relationships and Employment of Family Members

Close personal or business relationships with individuals or companies with whom the Company interacts can create a conflict; for instance, having a family member invested in a potential client might impact the objectivity of a recommendation. When employing close family members, especially those who have access to confidential information or influence over business decisions, a conflict of interest could arise because personal loyalties might cloud professional judgment.

How we manage it: Any such relationship must be disclosed to the Company. Where a conflict is identified, the affected individual is required to recuse themselves from the relevant decision or transaction.

3.5 Gifts and Hospitality

Accepting or offering gifts or gratuities that could be perceived as swaying business judgment can be problematic, as even seemingly small gifts or favors can create an obligation or expectation of reciprocity, potentially influencing decision-making.

How we manage it: All employees (including the Board) shall not accept a payment, gift, or hospitality from a third party if they know or suspect that such payment, gift, or hospitality is offered or provided with an expectation that a business advantage will be provided by the Company in return. All approved gifts and hospitality are recorded by the Company.

3.6 Outside Activities

Engaging in outside activities that compete with the Company's business or create a potential conflict of loyalty can be a conflict of interest, such as working for a competitor in a freelance capacity or running a business that offers similar services to the Company's clients.

How we manage it: Directors must notify the Board as soon as practicable prior to accepting a position of director or officer with any other public company or becoming affiliated with any law firm or audit firm that provides services to the Company. All outside activities that may give rise to a conflict must be disclosed and are subject to review and approval.

3.7 Independence in VA Activities

Where the Company presents itself as independent while conducting a VA Activity, it does not accept fees, commissions, or any benefits, whether paid or provided directly or indirectly, from any entity other than the end client in relation to the provision of services related to such VA Activity to clients. In maintaining its commitment to independence, the Company does not foster close links or other legal or economic relationships with third parties that may impair its independence or favor a specific third party in relation to its provision of services related to such VA Activity.

4. How Conflicts Are Managed

The Company operates a governance framework for the identification, assessment, and management of conflicts of interest. Key features of this framework include:

• Disclosure: All Board members and Staff are required to disclose any situation that may give rise to an actual or potential conflict of interest, both at the time of joining the Company and on an ongoing basis throughout their employment or engagement.
• Recusal: All Company employees are expected to conduct their activities in a manner that avoids actual or potential conflicts of interest. Employees and Board members are not permitted to engage in transactions on behalf of the Company with businesses or individuals in which they have an interest, and those individuals who do have an interest will be required to recuse themselves.
• Assessment and mitigation: The Compliance Officer assesses each disclosed conflict to determine the appropriate course of action, which may include discussing it openly with the relevant individual(s); avoidance by restructuring roles or responsibilities; management by implementing appropriate controls; disclosure to affected parties; or the implementation of information barriers to separate responsibilities and minimize the risk of a single person influencing an outcome for personal gain. Where the Company cannot avoid a conflict after using all reasonable efforts, it will ensure that such conflict is disclosed to all affected clients.
• Board-level conflicts: 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. If the remaining members 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 their personal influence in issues whether in or outside the meeting and shall not vote on the decision. The Company Secretary shall record the conflict in the relevant Board minutes.
• Remedial action: If the Company has any information or reason to believe any Board member or Staff member is likely to cause, or has caused, an actual or potential conflict of interest, it will take all necessary actions to ensure such conflict of interest is removed, including procuring the relevant individual to divest the relevant Virtual Asset positions or shareholding, resign from the board of another legal entity, or take any other action required to remove the conflict of interest.
• Oversight: The Company maintains a register for conflicts of interest in which conflicts and management or remedial measures taken are recorded in detail. The Compliance Officer oversees the ongoing management of conflicts on a regular basis.

5. Residual Conflicts: Client Disclosure

If the Company, a member of its Board, or any of its Staff has an interest that may reasonably impair its objectivity in a transaction with or for a client, or a relationship that gives rise to an actual or potential conflict of interest in relation to a transaction, the Company will promptly disclose the nature of such conflict to the affected client and, 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, including establishing and maintaining information barriers to separate Staff into different teams.

6. Regulatory Framework

This statement is published in accordance with Rule I.B.1(a) of the VARA Broker-Dealer Services Rulebook, the equivalent provision of the VARA Exchange Services Rulebook, and Rule II.C.3 of the VARA Company Rulebook, which requires VASPs to establish and implement appropriate written internal policies and procedures for the identification and management or resolution of any actual or potential conflicts of interest.

The Company's Board reviews its conflicts of interest framework on a periodic basis.

For further information, please contact us at compliance@rain.com.