Conditions

Regulations on Conflict of Interest Management

APPROVED BY

Minutes of the Meeting of the Board of Directors of DFS LLC

November 23, 2021

Chapter 1. GENERAL PROVISIONS

1. Regulations on Conflict of Interest Management in the Activities of DFS Limited Liability Company (hereinafter referred to as the Regulations) has been developed in accordance with the Decree No. 8 of the President of the Republic of Belarus "On Development of Digital Economy" dated December 21, 2017, other legal acts of the Republic of Belarus, the Regulations on the requirements to be met by certain applicants for their registration as residents of the Hi-Tech Park, approved by the resolution of the Supervisory Board of the Hi-Tech Park (hereinafter referred to as the HTP), other acts of the Supervisory Board of the HTP, as well as the Conflict Of Interest Management Policy in the Activities of DFS Limited Liability Company, approved by the resolution of the Supervisory Board of the Hi-Tech Park dated November 23, 2021 ((hereinafter referred to as the Policy).

2. General principles and approaches to manage conflict of interest in DFS LLC (hereinafter referred to as the Company) are defined in the Policy.

The Regulations has been developed to specify the Policy and define situations that may arise in the activities of the Company and be recognized as a conflict of interest, the procedure for their record, the procedure for resolving a conflict of interest. Regulations determine how the conflict of interest arising in the activities of the Company shall be managed and provides in particular for the areas and conditions where the conflict of interest arise, its prevention and disclosure measures.

3. In the Regulations, the terms shall have the meanings specified in the Policy.

4. Officials of the Company are responsible for non-compliance with the requirements of the Regulations in accordance with the legislation of the Republic of Belarus.

5. Officials of the Company must be familiar with the requirements of the Regulations.

Chapter 2. PERSONS INVOLVED IN THE CONFLICT OF INTEREST MANAGEMENT IN THE COMPANY'S OPERATIONS

6. The persons involved in the conflict of interest management in the Company's operations are:

the sole member of the Company (or the general meeting of members of the Company);
the Board of Directors of the Company;
the Head;
the person responsible for the conflict of interest management;
other officials of the Company.

7. The sole member of the Company (or the general meeting of members of the Company) takes part in the identification and resolution of the conflict of interest in which the members of the Board of Directors of the Company are involved.

8. The Board of Directors of the Company:

adopts the Policy, the Regulations as they are amended and/or supplemented;
participates in the identification and resolution of the conflict of interest in which the Head is involved.

9. The Head:

appoints a person responsible for the conflict of interest management;
participates in the identification and resolution of the conflict of interest in which the official responsible for the conflict of interest management and other officials are involved in the cases and manner specified in the Regulations;
proposes amendments and/or additions to the Policy and (or) the Regulations to the Board of Directors of the Company, if necessary (including those proposed by the person responsible for the conflict of interest management);
performs other duties and exercises rights in the field of the conflict of interest management provided for by the Regulations, Articles of Agreement and the employment agreement (contract) concluded with him/her (if the Head is an employee) or a civil law contract (if the Head is a person to whom the powers of the executive body have been entrusted under a civil law contract).

10. The person responsible for the conflict of interest management may be an employee of the Company or may be engaged under a civil law contract.

An affiliate of the Company may not be appointed as a person responsible for the conflict of interest management.

The person responsible for the conflict of interest management may not perform the functions:

of the Head;
of the manager of a subdivision responsible for carrying out activities specified in the business project of the Company submitted to the Administration of the HTP for registration as a HTP resident, as well as an employee of that subdivision;
of the auditor of the Company;
other functions, if this would give rise to the conflict of interest.

11. The person responsible for the conflict of interest management shall report directly to the manager with regard to the conflict of interest management issues. If this person is engaged under a civil law contract, the condition of his/her subordination to the Head shall be set out in such contract.

12. The person who is responsible for the conflict of interest management in the activities of the Company:

ensures that the Policy and the Regulations are implemented in the activities of the Company;
receives the information about the conflict of interest disclosed by officials, analyzes it and submits to the Head (and in cases stipulated by the Regulations – to the Board of Directors of the Company, to the sole member (general meeting of members of the Company) respectively) proposals on the application of measures to prevent the conflict of interest, exclude the conditions for its occurrence or resolve the conflict of interest;
records in writing the occurrence of adverse consequences for the Company and/or its clients as a result of the conflict of interest, reviews the facts and makes proposals to the Head to avoid them in the future;
provides a synthesis of the conflict of interest management practices in the Company;
studies and summarizes recent best practices in the conflict of interest management in Belarus and abroad;
maintains the conflict of interest management methodology;
if necessary, prepares proposals for amendments and/or additions to the Policy and (or) the Regulations and submit them to the Head;
annually, no later than January 20, prepares and provides the Head with a report on the situation with the conflict of interest management in the previous year;
in the cases provided for in the Policy and the Regulations, ensures that the substance of the conflict of interest and the measures taken to resolve it are disclosed to the client; receives confirmation of the client's perception of such disclosure and ensures that this confirmation is retained and is available for reproduction within five years from the date of receipt;
performs other duties and exercises other rights in the area of the conflict of interest management, as set out in the acts of the Supervisory Board of the HTP, the Policy and the Regulations, the job description and the employment agreement (contract) concluded with him/her (if the official responsible for the conflict of interest management is an employee) or a civil law contract (if the official responsible for the conflict of interest management is engaged under a civil law contract).

13. All officials of the Company:

when performing their duties, shall comply with the requirements of the laws, acts of the Supervisory Board of the HTP, the Policy and the Regulations, as well as the requirements of employment agreements (contracts) and civil law contracts concluded with them, if there are any;
shall be guided by the interests of the Company when participating in decisions and other activities of the Company, disregarding their own personal interests and those of their close ones;
shall take all possible measures to prevent the conflict of interest and exclude the conditions for its occurrence;
shall disclose the conflict of interest as set out in Chapter 8 of the Regulations;
shall participate in the resolution of the conflict of interest, if necessary;
shall interact with the official responsible for managing the conflict of interest on all matters related to the conflict of interest management;
shall act only within the limits of the powers vested in them when exercising their duties.

Chapter 3. MEASURES TO EXCLUDE THE CONFLICT OF INTEREST AND THE CONDITIONS FOR ITS OCCURRENCE, AND TO MANAGE THE CONFLICT OF INTEREST

14. The Company shall determine and implement independently, based on the nature of each conflict of interest or the conditions for its occurrence, measures to exclude the conflict of interest and the conditions of its occurrence, as well as to manage the conflict of interest, including the measures aimed at:

the fullest possible and timely identification of existing and potential areas and conditions of the conflict of interest, as well as the resulting conflict of interest, coordination between the Company's management bodies and the official responsible for the conflict of interest management in order to exclude the conflict of interest and the conditions for its occurrence;
preventing the formation of areas and conditions of the conflict of interest through the identification of measures to exclude it, which are mandatory for the officials of the Company;
resolution of the conflict between the Company's governing body and its member, if such conflict affects the interests of the Company;
preventing a member of the Board of Directors of the Company, the Head or Deputy Head from participating in consideration and/or voting on issues in which they have a personal interest, an interest of another organization, an employee, a member of the management body in which they are involved, or any other interest resulting in the conflict of interest;
exclusion of the possibility that officials of the Company, when performing their duties in person or through third parties, may receive material and/or personal benefits;
resolution of the conflict of interest by determining the course of action of its participants (possible participants) and officials of the Company in case the conflict of interest or terms of its occurrence are identified.

15. The procedure and conditions for identification and implementation of measures provided for in clause 14 of the Regulations s shall be defined in accordance with Chapters 4 to 9 of the Regulations.

Chapter 4. AREAS AND CONDITIONS OF THE CONFLICT OF INTEREST, THEIR IDENTIFICATION

16. Areas of the conflict of interest include contradictions between the following:

the strategic interests of the Company (profit making, financial security, the ability of the Company to sustain its long-term existence as a profitable business entity, good governance, reputation and other interests);
the interests of the governing bodies of the Company, the officials of the Company and the Company;
the interests of the Board of Directors, its members and the Head and other officials of the Company;
proprietary, other interests of the Company and its clients, the member and beneficial owners;
the interests of structural units (officials) generating risks and structural units (officials) managing these risks or carrying out internal control;
the responsibilities of an employee of the Company (the powers of a subdivision), the responsibilities of an individual who has been entrusted by the Company with the work under a civil law contract, the subject of which is the performance of work, provision of services and/or creation of intellectual property rights (development of local regulations and control over their effectiveness, the implementation of operations related to the occurrence of risk and risk management, the implementation of these operations and control over the correctness of their implementation and other responsibilities).

17. The conditions for the conflict of interest occurrence include:

non-compliance by officials, participants of the requirements of the laws of the Republic of Belarus, acts of the Supervisory Board of the HTP, the local regulations, including those relating to the delimitation of powers, agreements to which the Company is a party, as well as violation of business etiquette and principles of professional ethics by officials;
inefficient organizational structure of the Company, in particular, the absence of (violation of) the established delimitation of powers, as a result of which the official independently assumes risks, authorizes the execution of a transaction (operation) on behalf of the Company in respect of himself/herself, the performance by the official of functions that involve management or influence on the performance of the functions, assessment of the quality of their performance, determination of salary conditions for his/her close ones;
performance by structural subdivisions, individual employees of the Company, individuals to whom the Company has entrusted work under a civil law contract, the subject of which is the performance of work, provision of services and/or creation of intellectual property rights that are not related to their functions;
lack or insufficience of qualified personnel;
non-compliance with the principle of giving priority to the interests of the Company and its clients over personal interests, abuse of official position for personal purposes;
participation of the Board of Directors of the Company, the Head, the Deputy Head, the official responsible for the conflict of interest management, their spouse, persons in close kinship or relationship with them, in the authorized capital of a commercial organization that is a client or other contracting party to the Company, if the share of such participation is five percent or more, as well as their possession of the property of such commercial organization;
presence of other interests of members of the Company's management bodies in organizations that are clients or other contracting parties to the Company;
the work of the Head, the Deputy Head in another organization as a Head, the performance by him/her of the functions of an executive body on the basis of a civil law contract, his/her employment in another position connected with the performance of organizational and administrative or administrative and economic duties, or his/her performance of the functions of a person authorized to carry out legally significant actions in accordance with the established procedure, or his/her participation in the management bodies of another organization;
use by an official of the Company of powers connected with work in the Company, for satisfaction of interests of the member, beneficial owner, client, other interested person without taking into account the purposes of activity of the Company;
conclusion of transactions in which a member of the Board of Directors or other management body of the Company has a direct or indirect interest;
an official in the exercise of his/her functions, their close ones:
are at the same time a party to a transaction with the Company and/or act on behalf of third parties in their relations with the Company;
are entitled at the same time to dispose (individually or in aggregate) of twenty per cent or more of the shares in the authorized capital (stock) of a legal entity, or are the owner of the property of a legal entity which is a party to a transaction with the Company, or acts on behalf of third parties in their relations with the Company;
within the last 12 months have had employment or civil law relations with an entity that is a party to a transaction or acting on behalf of third parties in their relations with the Company;
within the last 12 months have received remuneration (cash payments, prizes, gifts, discounts, gratuitous services, etc.), other property or benefit from a legal entity and/or an individual that is a party to a transaction with the Company;

18. The areas and conditions of the conflict of interests mentioned in clauses 16-17 of the Regulations do not exhaust all possible conflicts of interests. The Company and officials shall identify other areas and conditions for the conflict of interest and take measures to exclude the conditions for occurrence of the conflict of interest in accordance with Chapter 5 of the Regulations.

19. Situations involving an official of the Company referred to in clause 17 of this the Regulations may not be considered a condition for the conflict of interest occurrence, if:

an official of the Company receives souvenirs and gifts, the total value of which does not exceed five times the basic unit, when conducting protocol and other official events;
an official concludes transactions on terms equal (usual) for other persons (clients);
the position taken by an official of the Company, the nature of the duties he/she performs, prevents him/her from determining and/or influencing the parameters of a transaction in respect of which the conflict of interest may arise, or from taking a sole decision with its regard.

20. Identification of existing and potential areas and conditions for the conflict of interest is carried out:

at the stage of preliminary control – during the selection of officials, development of the local regulations, distribution of powers and responsibilities among participants of business processes, setting limits and restrictions;
at the stage of ongoing control – by following established decision-making procedures for the implementation of operations;
at the stage of subsequent control – in the course of follow-up checks, self-tests.

Chapter 5. MEASURES TO PREVENT AND EXCLUDE THE CONFLICT OF INTEREST

21. The Company and officials shall take necessary and sufficient measures to prevent the conflict of interest and to exclude the conditions for its occurrence.

The Company and officials may take the following measures to prevent and exclude the conflict of interest:

compliance with legal requirements, acts of the Supervisory Board of the HTP, local regulations, agreements to which the Company is a party, as well as compliance of officials with business etiquette and principles of professional ethics;
compliance with the measures provided for in the Regulations aimed at timely and full identification of the conflict of interest;
establishing the trade secrets mode, granting an official access only to the information constituting trade secrets that is necessary for him/her to perform his/her duties;
regular review of officials' duties and, if necessary, refining and optimizing them in order to exclude the possibility of personal interests influencing the decisions made or actions taken by officials;
following the priority of collegial decision-making over solitary decision-making;
creating an effective organizational Company structure based on clear delimitation of responsibilities and functions;
creating an effective system of remuneration in the Company that stimulates its officials to perform all actions necessary to implement the goals, strategy, directions of the Company's development and ensure the rights and legitimate interests of clients;
excluding joint work of officials who are married or in close kinship or relationship, if such work is connected with direct subordination or control of one of these officials to another;
monitoring the performance of official duties;
comprehensive assessment of professional and moral qualities of candidates for an official position;
carrying out of educational and instructional work with officials, candidates for an official position, aimed at, inter alia, dissemination of knowledge about the essence of the conflict of interest, the procedure of its management, the consequences of not taking measures to prevent and resolve it (in particular, holding lectures, seminars, trainings, consultations);
familiarization of the officials with the Policy and the Regulations against their signature.

22. The list of measures provided in clause 21 of the Regulations is not exhaustive. The Company and officials shall take measures to prevent the conflict of interest and exclude the conditions for its occurrence depending on the nature of the conflict of interest and the conditions for its occurrence.

Chapter 6. CONFLICT OF INTEREST IDENTIFICATION

23. The conflict of interest may be identified by the Company using the following sources:

conflict of interest notifications filled in by officials and candidates for an official position in any form using electronic communication;
internal audits and controls initiated by the Company or members of its governing bodies;
communications from the officials in accordance with clause 25 of the Regulations;
reports from the law enforcement, judicial, supervisory and other state bodies;
appeals of legal entities and individuals, including anonymous ones;
publications in the mass media;
other sources.

24. An official in the course of whose activity the conflict of interest has arisen or is likely to arise shall disclose the relevant conflict of interest in the manner set forth in Chapter 8 of the Regulations.

25. An official who becomes aware of the occurrence or possibility of the conflict of interest involving another official shall immediately inform the official responsible for the conflict of interest management.

Chapter 7. GENERAL REQUIREMENTS FOR THE PROCEDURE OF VERIFICATION OF INFORMATION ABOUT THE CONFLICT OF INTEREST

26. An official responsible for the conflict of interest management shall verify the information on the conflict of interest obtained from sources specified in clause 23 of the Regulations.

27. The verification of the information about the conflict of interest contained in the conflict of interest notifications shall be carried out in the procedure defined by this Chapter 8 of the Regulations.

28. The verification of information about the conflict of interest, received from sources other than the conflict of interest notification, shall be carried out in the procedure defined by this Chapter.

29. The verification of information about the conflict of interest shall be carried out within 20 working days from the date of receiving the relevant information.

30. Upon verification of the conflict of interest information, the official responsible for the conflict of interest management:

decides whether or not there is a potential conflict of interest;
provides recommendations to the Head regarding the specific measures to be taken to prevent the conflict of interest in accordance with Chapter 5 of the Regulations and the appointment of persons responsible for such measures, if the conflict of interest may arise;
provides recommendations to the Head regarding the specific measures to be taken to resolve the conflict of interest in accordance with Chapter 9 of the Regulations and the appointment of persons responsible for such measures, if there is evidence of the conflict of interest.

Chapter 8. DISCLOSURE OF INFORMATION ABOUT THE CONFLICT OF INTEREST

31. The Company establishes the following system for disclosure of information about the conflict of interest:

initial disclosure of the conflict of interest by a candidate for an official position;
annual disclosure by an official of information about the conflict of interest in the cases and manner provided for in clause 34 of the Regulations;
one-time disclosure by an official of information about the conflict of interest in the event of, or the possibility of, the conflict of interest.

32. The initial disclosure of information about the conflict of interest shall be carried out in the following manner:

upon the decision of the Head (including the decision made upon the recommendation of the official responsible for the management of the conflict of interest), the candidate for an official position shall fill in the conflict of interest notification;
upon verification of the conflict of interest notification, the official responsible for the conflict of interest management decides whether the conflict of interest is possible if the relevant candidate is appointed as an official and, if so, what measures to prevent or resolve it should be taken, and provides appropriate advice to the Head;
a person who has refused to fill out the conflict of interest notification cannot be appointed as an official.

33. Annual disclosure of the conflict of interest is carried out by notifying the official responsible for the conflict of interest management in the following manner:

until December 10 of each calendar year, the official responsible for the conflict of interest management, in coordination with the Head, shall determine the list of officials to whom the relevant notification is to be provided;
the notification referred to in paragraph two of this clause shall be completed by the relevant official and communicated to the official responsible for the conflict of interest management by December 25 of the respective calendar year.

34. A one-time disclosure of the conflict of interest shall be carried out in the following manner:

an official shall inform the official responsible for managing the conflict of interest verbally of the occurrence or possibility of the conflict of interest as soon as he/she becomes aware of it. At the same time, such an official shall be entitled to:
recuse themselves from participating in decisions or other actions that cause or may cause the conflict of interest;
make their own proposals to prevent or resolve the conflict of interest;

The official responsible for the conflict of interest management shall, upon agreement with the Head, not later than 2 business days following the day on which the conflict of interest was reported to him/her, do the following:

decide whether or not there is a potential conflict of interest;
allow an official to recuse himself/herself (if so requested);
decide whether to take specific measures to prevent the conflict of interest in accordance with Chapter 5 of the Regulations and to designate those responsible for taking such measures, if the conflict of interest may arise;
decide to take specific measures to resolve the conflict of interest in accordance with Chapter 9 of the Regulations and to designate the persons responsible for such measures, if there is the conflict of interest.

35. The conflict of interest notification completed by the official responsible for the conflict of interest management shall be verified, and appropriate decisions on the results of the verification shall be made by the Head.

36. The conflict of interest notification completed by the Head shall be verified, and appropriate decisions on the results of the verification shall be made by the Board of Directors of the Company at the forthcoming meeting.

37. The conflict of interest notification completed by the Board of Directors of the Company, other management bodies, except for the Head, shall be verified, and appropriate decisions on the results of the verification shall be made by the sole member of the Company (or the general meeting of members).

Chapter 9. MEASURES TO RESOLVE THE CONFLICT OF INTEREST

38. In order to resolve the conflict of interest, the Company shall be entitled to:

exclude an official from a collegial structure the work in which is connected with the conflict of interests;
limit the official's authority to participate in decisions related to the conflict of interest (e.g., to retain the official's membership in a collegial structure, depriving the official of the right to vote or giving him/her the right to a recommendatory vote on issues under discussion);
suspend an official from making sole decisions related to the conflict of interest;
suspend an official from participation in the preparation and approval (clearance) of a draft document related to the conflict of interest;
suspend an official from giving individual opinions (outside collegial structures) on issues related to the conflict of interest;
transfer an employee to another equivalent position, in accordance with the procedure established by the laws, from a position the performance of which has caused or may cause the conflict of interest;
transfer, in accordance with the procedure established by the laws, an employee who, by virtue of his/her position, is directly subordinate to or controlled by his/her spouse, a close relative or an in-law relative, to another equivalent position that excludes such subordination or control;
change the subordination of an employee who, by virtue of his/her position, is directly subordinate to or under the control of his/her spouse, a close relative or an in-law relative, to another official;
entrust an employee with the performance of previous work duties at a new workplace or to change, including temporarily, the employee's work duties according to the procedure established by the laws;
amend the terms of the civil law contract, the subject of which is the performance of work, provision of services and (or) creation of intellectual property rights, concluded with an individual;
restrict an official's access to information which affects the personal interests of the official and (or) his/her close ones;
terminate the employment agreement (contract) concluded with an employee by agreement of the parties (if such agreement exists);
terminate the civil law contract, the subject of which is the performance of works, provision of services and (or) creation of intellectual property rights, concluded with an individual (if there is such a possibility according to the laws and the contract);
provide an official with oral or written recommendations on certain actions aimed at resolving the conflict of interest (e.g. to refuse to perform obligations for reciprocal consideration under a civil law contract, an employment agreement (contract), other obligations, to sell or transfer shares (stakes) in authorized funds of commercial organizations, to return gifts received in connection with the performance of obligations to the giver, to refrain from receiving gifts from subordinates, etc.).

39. The measures for resolving the conflict of interest referred to in clause 39 of the Regulations are not exhaustive.

40. When deciding on the choice of a measure to resolve the conflict of interest in each particular situation, the following shall be taken into account:

moral qualities of the official (dedication, integrity, reliability, commitment, etc.);
the extent to which an official's personal interest may affect the decisions taken by him/her and other actions taken by him/her in the course of his/her work for the Company (e.g., the nature of an official's relationship with his/her close ones, the size of his/her share in the authorized capital (number of shares) of a commercial organization, the value of gifts received by an official in connection with the performance of his/her duties, frequency of their receipt, etc.);
the real opportunity for the official to influence a specific decision related to his/her personal interest;
the nature of the implications for the Company, the clients, if no action is taken to prevent or resolve the conflict of interest.

41. When selecting a specific measure to resolve the conflict of interest, preference shall be given to the measure that minimizes the impact on the rights and legitimate interests of the Company, the client, and the official.

Chapter 10. MEASURES AIMED AT DISCLOSURE OF THE CONFLICT OF INTEREST

42. In cases when considering the measures taken to resolve the conflict of interest it is impossible to exclude it completely, the Company shall disclose to the client the essence of this conflict of interest and the measures taken to resolve it before the transaction (operation) is carried out with or on behalf of the client with another person or before the organization of the transaction (operation) with the participation of the client. This disclosure shall be made in a form accessible to the client and have a degree of detail sufficient for the client to make a balanced decision regarding the performance (non-performance) of the relevant transaction (operation).

43. The Company shall obtain from the client a confirmation of its understanding of the disclosure of the conflict of interest provided for in clause 42 of the Regulations, and shall ensure that this confirmation is retained and is available for reproduction within five years from the date of its receipt.

44. The head, the person responsible for managing the conflict of interests, or another person authorized on behalf of the Company in accordance with the established procedure has the right to demand from the employees of the Company who are directly involved in the activities of the Company as the operator of the cryptoplatform, information about the types and amount of tokens they possess.

Chapter 12. LIABILITY FOR BREACH OF THE CONFLICT OF INTEREST MANAGEMENT PROCEDURES

45. All officials of the Company, regardless of their position, are personally liable for compliance with the Regulations.

46. Violation of the requirements of the Policy and (or) the Regulations by an official shall constitute grounds for disciplinary and other liability in accordance with the requirements of law.

47. Concealment and/or intentional late disclosure and/or intentional incomplete disclosure by an official of information about the conflict of interest:

constitutes grounds for holding an official accountable, regardless of whether or not it has caused harm to the interests of the Company;
is taken into account when deciding on the renewal of an employment agreement (contract), a civil law contract or other relations with an official, including the rewarding of an employee and his/her promotion.

Chapter 13. FINAL PROVISIONS

48. The Regulations shall be binding on all employees of the Company and members of its governing bodies.

49. If the Company provides work to individuals under civil law contracts, the subject of which is the performance of work, provision of services and/or creation of intellectual property rights, the civil law contracts with such individuals shall include conditions that require them to comply with the Policy and the Regulations.

50. The persons specified in clauses 48, 49 of the Regulations shall be provided with the Policy and the Regulations for review against their signature. Depending on the situation that actually arises in the area of the conflict of interest management in a particular calendar year, the person responsible for managing the conflict of interest and/or the manager may decide to revisit the Policy and the Regulations and/or provide training on the issues covered by the Policy and the Regulations to all or certain officials.

51. All correspondence for the purpose of implementing the Policy and the Regulations shall be sent by email and, if necessary, by other means.