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Public version · document dated September 21, 2026

Policy on the Identification, Prevention and Mitigation of Conflicts of Interest

How Swapo must identify, prevent, record and mitigate actual, potential or apparent conflicts of interest, and inform the client when a conflict may affect the transaction.

This translation is provided for convenience. The Portuguese version is the official text and prevails in case of any discrepancy.

Purpose and scope

The policy establishes principles, rules, procedures, controls and decision-making bodies to identify, prevent, mitigate, record, monitor, escalate, disclose and remedy conflicts of interest in Swapo's activities as a virtual asset service provider company (SPSAV). Cases not provided for must be resolved according to the client's best interest, objective good faith and the guidance of the Central Bank of Brazil.

The policy applies to all virtual asset services that Swapo provides with the authorization of the Central Bank of Brazil, to all areas, processes, systems, products and partnerships, and to the following persons and entities:

  • Administrators, officers, partners, committee members and holders of management positions.
  • Personnel in general, including employees, interns, apprentices and independent contractors.
  • Contracted third parties, consultants, representatives, relevant service providers and commercial partners.
  • Liquidity providers, market makers, custodians, technology providers, financial and payment institutions, brokers, exchanges and other virtual asset service providers, in Brazil or abroad.
  • Companies in the same economic group and other related parties.

The policy recognizes three types of conflict: actual, when self-interest has already compromised impartiality, best execution or the equitable treatment of clients; potential, when the situation has not yet materialized but may occur because of the structure, role or information involved; and apparent, when, even without actual harm, the situation may give rise to a reasonable perception of favoritism or partiality.

A related party is any individual or legal entity with a corporate, economic, family or significant influence link to Swapo, such as controlling shareholders, administrators, committee members, spouses and relatives up to the second degree of administrators and controlling shareholders, and companies that are controlled, affiliated or under common control.

Compliance with the policy is a condition for holding any position, providing any service or maintaining a business relationship with Swapo.

Principles

  • Precedence of the client's legitimate interest in all decisions, processes, products and relationships.
  • Equitable treatment among clients of the same category, without unjustified discrimination in price, access, execution priority, information or contract terms.
  • Active transparency about conflicts that may affect the relationship with the client, consistent with legal confidentiality and the protection of personal data.
  • Functional, asset, system and information segregation between proprietary operations and client operations.
  • Prohibition on the use of sensitive information and on obtaining undue advantage by reason of the position held.
  • Best execution: seeking the best overall result for the client, considering price, total cost, speed, likelihood of execution and settlement, and other relevant factors.
  • Full traceability of decisions, with enough documentation to reconstruct transactions, justifications, approvals and exceptions.
  • Independence of the Compliance, Risk Management and Internal Controls functions.
  • Proportionality of measures to Swapo's size, complexity and risk profile.
  • Precaution: in case of reasonable doubt as to whether a conflict exists, refrain from the conduct.

Conflict situations and mitigation measures

The policy classifies the situations below as giving rise to a conflict of interest, without prejudice to others identified in a specific case. When they occur, they are subject to the controls, mitigation measures and client disclosure provided for.

  • Swapo acting as an intermediary and, at the same time, as a direct or indirect counterparty of the client, or proprietary transactions in assets traded by clients. Measures: segregation between proprietary and client transactions, absolute priority for the execution of client orders, prohibition on proprietary transactions that benefit from information about client flow, monitoring by Internal Controls of the periods in which proprietary and client transactions coincide, documentation of the economic rationale for the proprietary transaction, and disclosure to the client when the conflict may affect the transaction.
  • Use of clients' virtual assets or funds to cover Swapo's liquidity needs. Measures: prohibition, except in the cases expressly permitted by regulation and with full compliance with the corresponding conditions; proprietary wallets identified separately from client wallets, with differentiated access controls, separate accounting records and periodic, auditable reconciliation; proprietary treasury activity, where it exists, in a separate environment and without access to individual client orders.
  • Engagement of a related party as a liquidity provider, market maker, custodian, technology processor, or financial or payment institution. Measures: prior analysis by Compliance, documented economic rationale, comparison with at least three market offers (unless impossible for a justified reason), proof of technical and financial capacity, approval by the Conflicts Committee with ratification by the Board of Officers, a written contract giving the Central Bank of Brazil access to documents and premises, at least annual audit, a replacement plan, and disclosure to the client when the relationship may affect price, liquidity, execution, custody or counterparty risk.
  • A relevant service provider that becomes a related party during the contract. Measures: immediate notice to Compliance, reassessment of the engagement, a Conflicts Committee decision on whether to maintain, renegotiate or replace the provider, stronger comparison with the market, monitoring and audit, and, where applicable, disclosure to the affected clients.
  • Undue advantage to liquidity providers or market makers, such as early access to orders, latency or privileged technical access, undisclosed discounts or rebates, and execution priority. Measures: prohibition and specific controls; the market maker may not trade in Swapo's environment with Swapo itself or companies in its conglomerate as counterparty; the liquidity provider may not be a counterparty to clients in that environment, except in request-for-quote (RFQ) transactions, with the transparency and recording requirements.
  • Informational conflicts: access to client orders, flows or positions before execution, front-running of known orders with proprietary transactions (front running), trading on non-public information, and sharing of client data without a legal basis. Measures: information barriers, access profiles based on need to know, audit trails, a prohibition on the use of sensitive information, and rules for personal transactions.
  • Listing, delisting, suspension, promotion or highlighting of a virtual asset in which a person connected to Swapo has a significant economic interest. Measures: prior analysis by Compliance, deliberation by a Listing Committee with the participation of Compliance, Risk and Legal, declaration of interests by participants, recusal of anyone with a significant interest, documentation of the criteria, and blackout periods for personal and proprietary transactions in the asset.
  • Variable compensation of personnel tied to spread, volume, profitability or conversion. Measures: prior submission to the Conflicts Committee, inclusion of metrics for conduct, quality of service and absence of disciplinary events, a prohibition on incentives to offer products unsuited to the client's profile, and periodic review of results.
  • Accumulation of incompatible functions, such as proprietary treasury and client transactions, internal controls and the business area, AML/CFT/CPF and the sales area, or internal audit and executive functions, and holding positions at liquidity providers, market makers, relevant providers or recurring counterparties. Measures: segregation of duties, subject to the accumulations permitted by regulation, and express approval by the Conflicts Committee for outside positions.
  • Favoring a related party in the choice of counterparty, liquidity source, price or provider, and an employee's participation in decisions about a third party with whom they have a link. Measures: periodic conflict declarations, prior analysis by Compliance, and a prohibition on directing transactions out of personal interest.
  • Execution of a transaction at a price outside market bands. Measures: prior analysis by Compliance, documented justification, analysis by Risk and approval at the competent level of authority.

The following are also treated as conflicts: direct charging of clients by contracted providers when prohibited or when it amounts to an undisclosed commission, cross-selling of products without sufficient information on costs, risks and alternatives, operating in more than one category without adequate information barriers, and accepting gifts and benefits outside the rules of the policy.

General prevention rules

The policy requires Swapo to maintain, on a permanent basis:

  • Segregation of duties among business, treasury, operations, technology, customer support, Compliance, Risk Management, Internal Controls, AML/CFT/CPF, Cybersecurity, Legal and Internal Audit.
  • Physical or logical segregation of environments, systems, repositories and communication channels, where necessary to prevent the unauthorized flow of sensitive information.
  • Asset segregation between proprietary and client funds, and separation between proprietary and client virtual assets.
  • Individual access profiles by function and by need to know.
  • Audit trails that make it possible to reconstruct transactions, quotes, approvals, exceptions, cancellations and transfers.
  • Information barriers between proprietary treasury and client order execution, between the sales area and asset listing, between business areas and control areas, between institutional and retail client teams, and in confidential projects, with exceptional access only through a formal process that is recorded, justified and time-limited.

The following require prior analysis by Compliance, with submission to the Conflicts Committee when applicable: any transaction or engagement with a related party, regardless of amount; engagements involving a significant corporate, family or economic link; decisions to list or promote an asset in which a person subject to the policy has an economic interest; differentiated commercial terms for specific clients; and transactions at a price outside the market band.

The following are prohibited for administrators, personnel, related parties and third parties subject to the policy:

  • Using sensitive information for their own benefit or for the benefit of Swapo or third parties.
  • Engaging in front running, insider trading, price manipulation, wash trading, spoofing, layering or any practice that creates artificial price, volume or liquidity.
  • Obtaining, offering, promising, accepting or soliciting undue advantage.
  • Directing a transaction to a counterparty, provider or contractor out of personal interest.
  • Trading through a straw person or a structure designed to circumvent the policy.
  • Disclosing unpublished sensitive information outside authorized channels.

Declarations, personal transactions, gifts and outside activities

Administrators, personnel and other persons subject to the policy must submit a declaration within 30 days of the start of the relationship, renewed annually or whenever there is a new fact, reporting holdings in companies in the sector, links with suppliers, counterparties or clients, positions in other companies, significant virtual asset positions and other facts that may constitute a conflict.

In personal transactions with virtual assets, it is prohibited to trade on non-public information, to trade immediately before or after a relevant client order to gain an advantage, to trade assets subject to a listing, delisting, campaign or event not yet disclosed, and to trade through a straw person. Swapo may adopt a restricted list of assets, a watch list, blackout periods, prior authorization, periodic reporting of wallets and monitoring of personal transactions. Noncompliance is a serious violation.

It is prohibited to receive, offer, promise or solicit gifts, hospitality, travel, events or other benefits that may influence or appear to influence professional decisions. Gifts of token value may be accepted within the internal limit and with a record kept by Compliance. Meals and professional events in a legitimate institutional context follow a standard of reasonableness and recording. Cash, cash equivalents, virtual assets and financial instruments are prohibited in all cases.

Positions in other companies, paid outside activities, participation in virtual asset projects, tokens, protocols or DAOs, and significant participation in virtual asset funds must be reported to Compliance in advance and require approval by the Conflicts Committee when they may give rise to a conflict.

Donations, sponsorships and contributions, where permitted, require compliance with electoral, tax and anti-corruption law, prior approval, recording and traceability, and are prohibited when intended to obtain undue advantage or privileged treatment.

Recording, escalation and client disclosure

Anyone who identifies an actual, potential or apparent conflict must report it immediately to Compliance, through a corporate channel or the whistleblowing channel, confidentially and without retaliation. Failure to report is a serious violation.

Each conflict must be recorded with a description of the facts, the areas and functions involved, the type of conflict, the risk rating (low, medium, high or critical), the affected clients, the measure adopted and who is responsible for it, the reasoned decision, the evidence, whether clients or authorities must be notified, the remediation deadline and the status.

  • Low risk: handled by Compliance, with an aggregated monthly report to the Conflicts Committee.
  • Medium risk: decision by the Conflicts Committee.
  • High and critical risk: decision by the Conflicts Committee and the Board of Officers.
  • Critical risk that may require regulatory notification: immediate referral to the responsible officer, who takes the appropriate measures with the Central Bank of Brazil.

When the conflict cannot be eliminated and may affect price, liquidity, execution, custody, counterparty risk, compensation, commercial terms or the treatment of the client, Swapo must disclose it to the client clearly and in enough detail for the client to make a decision, preferably before the engagement or the transaction, and by a means that allows later proof.

Disclosure to the client does not replace the duty to mitigate the conflict or the best execution obligations.

Whistleblowing channel and sanctions

The policy provides for a whistleblowing channel accessible to administrators, personnel, providers, clients, counterparties and the general public, for reports of unreported conflicts, noncompliance with the policy, unethical conduct, fraud, market manipulation, insider trading, irregularities, harassment and retaliation.

  • Independent administration, by Compliance or by a contracted third party.
  • Confidentiality of the whistleblower's identity and the possibility of anonymous reports.
  • Prohibition of any form of retaliation.
  • A formal handling process, with feedback to the whistleblower when feasible.
  • Escalation to the Conflicts Committee and the Board of Officers, and notification of the authorities when required by law.

Noncompliance subjects the offender, depending on its seriousness, to formal warning, suspension of access, disciplinary suspension, termination for cause, removal from an administrative position, termination of the provider's contract, notification to the Central Bank of Brazil, COAF (Brazil's Financial Intelligence Unit), the Brazilian Federal Revenue Service (Receita Federal) or the Public Prosecutor's Office, and court action for compensation. Sanctions take into account seriousness, recurrence, impact and cooperation with the investigation.

Responsibilities and governance

  • Officer responsible for internal controls and compliance: ensure adherence to the policy, secure resources, approve its review, present to the Board of Officers at least a quarterly report on conflicts, measures, exceptions and indicators, and notify the Central Bank of Brazil of relevant facts.
  • Conflicts of Interest Committee: chaired by the officer for internal controls and compliance, with the risk management officer and the head of the legal area; meets in ordinary session every 60 days, with minutes; decides on conflicts of medium risk or higher, related-party transactions above internal limits, and engagements of a related party or potentially conflicting compensation; reviews conflict declarations annually and proposes sanctions and updates.
  • Compliance: maintain the register of related parties and conflicts, perform the prior analyses, operate the whistleblowing channel, coordinate training and review contracts and new products.
  • Internal Controls: periodically test related-party transactions, segregation between proprietary and client transactions, provider selection, personal transactions, client disclosure and information barriers.
  • Internal audit, or independent assessment function: assess the conflict management structure at least annually. The independent audit of asset segregation must examine any interference of conflicts in the separation between proprietary and client assets.

The policy provides for mandatory annual training on conflicts of interest, conduct, confidentiality, AML/CFT/CPF, data protection and market integrity for administrators, personnel and relevant providers, with performance assessment and records kept for at least 5 years.

Review and effective date

The policy must be reviewed at least every 24 months, or sooner in the event of a relevant regulatory change, a change in ownership or control, a change in business model, a conflict that has materialized or an incident that warrants review, or a recommendation from the audit or the Central Bank of Brazil. Cases not provided for are resolved by the Conflicts Committee.

The policy took effect on the date of approval, September 21, 2026.

About this version

Public version of the document “Policy on the Identification, Prevention and Mitigation of Conflicts of Interest”, dated September 21, 2026, which is part of the authorization request filed with the Central Bank of Brazil. Authorization has not been granted yet.

This text summarizes the internal document. Personal data (LGPD), monitoring parameters and technical details whose disclosure would undermine security, fraud prevention and anti-money laundering efforts have been omitted, as have terms subject to business confidentiality (BCB Resolution No. 520/2025, art. 52, § 2). This version does not replace the service agreement or the applicable regulations.

All policies · Transparency Center

Public version · document dated September 21, 2026
Swapo Finance Sociedade Prestadora de Serviços de Ativos Virtuais Ltda · CNPJ 52.854.278/0001-20