1. ABOUT THE POLICY

This Conflicts of Interest Policy (the "Policy") has been prepared by CLTS Kripto Varlık Alım Satım Platformu A.Ş. (the "Company" or "Aquanow") within the framework of the legislation to which it is subject.

In carrying out its activities, Aquanow is committed to full compliance with all regulatory requirements, protecting customer interests, and safeguarding market integrity.

This Policy has been established to identify, prevent, and, where necessary, effectively manage conflicts of interest that may arise between the Company and its customers, between customers, or among the Company's shareholders, directors, and employees.

The Policy aims to identify, prevent, and manage conflicts-of-interest risks and to ensure that processes are conducted transparently. Aquanow employees and managers are required to anticipate circumstances that may create a conflict of interest and to act in a manner that protects customer interests.

This Policy is binding on all members of the Board of Directors and all employees. Full compliance with the principles and rules set out herein is mandatory.

2. DEFINITIONS

Aquanow: The legal entity CLTS Kripto Varlık Alım Satım Platformu A.Ş.
Crypto Asset: Intangible assets that may be created electronically using distributed ledger technology or similar technology, distributed over digital networks, and represent value or rights.
Crypto Asset Service Provider: Platforms, entities providing Crypto Asset custody services, and service providers authorised under Capital Markets Board regulations for the sale, distribution, or other transactions involving Crypto Assets.
Board: The Capital Markets Board of Türkiye.
Legislation: Capital Markets Law No. 6362, Communiqués No. III-35/B.1 and III-35/B.2 issued thereunder, and the relevant principle decisions and regulations.
Project Owner: Natural or legal persons that develop a project to create a Crypto Asset.

3. GENERAL PRINCIPLES ON CONFLICTS OF INTEREST

Aquanow adopts the protection of customer interests and prevention of conflicts of interest as fundamental principles at every stage of its activities. A conflict of interest includes any interest that may affect the impartial decision-making processes of employees, managers, or Aquanow.

Conflicts of interest may arise in the following circumstances:

• Between the Company and customers,
• Between customers or customer groups,
• Between Company employees/managers and customers,
• Between Company employees/managers and Aquanow.

Aquanow develops comprehensive internal instructions and procedures to prevent and manage conflicts of interest. These arrangements cover listing, customer support, risk management, operational processes, and information security.

In each conflict-of-interest situation:

• The nature of the conflict is analysed,
• An appropriate method is determined to protect the customer and the Company,
• The relevant employees are informed.

Employees are required to anticipate potential conflicts of interest, report such circumstances to their managers, and act so as to prevent harm to the customer.

4. MANAGEMENT OF CONFLICTS OF INTEREST

4.1. Management Principles

Aquanow adopts the following principles to prevent and manage conflicts of interest:

4.1.1. Transparency and Disclosure:

• Assets to be listed on the Platform, the relevant criteria, and the associated risks are clearly disclosed.
• Financial or commercial relationships with the Project Owner are disclosed where known.
• Employee job descriptions are defined transparently.

4.1.2. Impartiality and Integrity:

• Practices detrimental to customers are not permitted.
• Order matching is conducted through a fair and impartial system.
• Necessary measures are taken to prevent market-disruptive conduct.

4.1.3. Segregation of Duties and Independence:

• Operational responsibilities are segregated from policymaking and oversight functions.
• The internal audit unit operates independently.
• Reporting lines are clearly defined.

4.2. Identification of Conflicts of Interest

Aquanow systematically monitors circumstances that may give rise to conflicts of interest. The following are the primary examples:

• Earning unnecessary commissions from customer transactions,
• The Company acting as both buyer and seller in the same transaction,
• Employees trading on inside information,
• Using customer orders to take an advantageous position.

Such risks are analysed regularly and mitigating measures are taken.

4.3. Measures to Prevent Conflicts of Interest

4.3.1. Management of Information Flows:

• Information is shared between units only to the extent necessary.
• Access to listing decisions is restricted.
• Role-based access controls are implemented.
• Personal data are processed in accordance with Personal Data Protection Law No. 6698 (the PDPL).

4.3.2. Oversight:

• Units carrying conflicts-of-interest risks are segregated.
• Functional separation is maintained between the Listing Committee and operational units.
• The internal control and compliance units are responsible for auditing and reporting.

4.3.3. Remuneration Measures:

• The remuneration policy is established in accordance with ethical values.
• Performance bonuses are linked to transparent criteria.

4.3.4. Policies and Procedures:

• Policies and procedures relating to conflicts of interest are reviewed regularly.

4.4. Disclosure of Conflicts of Interest

Where a conflict of interest cannot be fully prevented, the relevant customers are informed in a timely manner. Such disclosures are made in a manner that enables the customer to make an informed decision.

4.5. Record-Keeping

All events and processes relating to conflicts of interest are recorded in detail. These records are retained for transparent reporting and monitoring purposes.

5. PROCEDURES TO BE FOLLOWED IN THE EVENT OF A CONFLICT-OF-INTEREST BREACH

5.1. Reporting a Breach: Employees immediately report circumstances that may give rise to a conflict of interest to their managers. Failure to report constitutes a disciplinary breach.

5.2. Anonymous Whistleblowing Mechanism: Breaches may be reported anonymously through secure channels.

5.3. Investigation: Reported breaches are investigated by an independent unit or an external audit firm.

5.4. Reporting: Findings are analysed and reported to the competent authorities.

5.5. Sanctions: The following sanctions may be applied depending on the severity of the breach:

• Written warning
• Reprimand
• Temporary suspension
• Termination of employment

5.6. Retention of Records: All documents and reports relating to the breach are retained. Additional security measures are taken for records containing personal data.

5.7. Reassessment of Policy Compliance: Following a breach, the policies and procedures are reviewed and revised where necessary.

5.8. Informing Employees: All employees are informed regularly; lack of knowledge of the Policy is not accepted as an excuse.

6. RESPONSIBILITY

6.1. Employee Responsibilities:

• Remain alert to conflicts of interest when performing their duties,
• Report circumstances that may create risk to managers,
• Fully comply with the provisions of the Policy.

6.2. Responsibilities of the Board of Directors: The Board of Directors is ultimately responsible for preventing conflicts of interest. Its duties are as follows:

• Approval and updating of the Policy,
• Ensuring that activities are carried out in compliance with the legislation,
• Impartial and objective decision-making,
• Evaluation of audit and ethics reports.

6.3. Organisational Structure: The Board of Directors establishes the structure for identifying, detecting, managing, and disclosing conflicts of interest. This structure is implemented effectively throughout the organisation.

7. AMENDMENTS AND ENTRY INTO FORCE

This Policy enters into force upon approval by the Board of Directors. Amendments to the Policy also become effective upon Board approval and are announced to all employees. The current version of the Policy is kept available through Aquanow's internal communication channels.
Employees are responsible for monitoring amendments and acting in accordance with the new arrangements.

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