Conflict of Interest Disclosure

Conflict of Interest Disclosure

Version: 10 June 2025

Introduction

Bitvavo operates a digital asset platform where clients can buy, sell, and store crypto assets. As with any crypto-asset service provider, there may be situations where Bitvavo’s business interests are perceived as not fully aligned with those of its clients. 

These situations might give rise to conflicts of interest, which, if not properly identified and managed, may compromise the interest of clients. A conflict of interest may arise when an individual’s personal interests, relationships, or external affiliations interfere—or have the potential to interfere—with their ability to act impartially and in the best interests of Bitvavo and/or its clients. Conflicts may arise in several ways, including but not limited to situations where Bitvavo or a Bitvavo employee, including management and board members:

• could make a financial gain, avoid a financial loss, or receive another benefit at the expense of a client;

• has an interest in the outcome of a service provided to a client that differs from the client’s interest;

• has a financial or other incentive to favour the interests of one client over another;

• is engaged in the same business as a client;

• receives an inducement (monetary,non-monetary or services) from someone other than the client in relation to a service provided.

Bitvavo is required to identify, prevent, manage and disclose conflicts of interest between Bitvavo and  its shareholders or members, any person directly or indirectly linked to Bitvavo or its shareholders or members by control; members of its management body; its employees; or its clients. 

Conflicts or interest could also occur between two or more clients whose mutual interests conflict.

This statement describes such situations and the policies and controls in place to prevent or manage them effectively.

Trading Platform Operations  

As a trading platform, Bitvavo generates revenue primarily from transaction fees. These fees are directly linked to trading volume, which means that increased activity on the platform benefits the company financially and it might be perceived as  Bitvavo potentially incentivizing high volumes of client trading activity. 

Bitvavo determines which digital assets are listed on its platform. These decisions may involve commercial considerations, such as partnerships with issuers, fee-based arrangements, or incentives linked to trading activity. A specific conflict of interest may arise where there is a perception that  Bitvavo may be incentivised to list as much as possible since the platform earns revenue based on trading volume. This may create a perception that Bitvavo prioritises financial gain over strict asset selection criteria.

To prevent or manage these risks, Bitvavo 

• has established a framework that promotes fair, transparent, and client-centric operations. This framework includes: (i) a Pricing Policy that defines the structure and criteria for transaction fees and commissions, as well as ongoing compliance checks to monitor adherence to the approved pricing framework; and (ii) an Admission to Trading Policy, which plays a critical role in assessing the suitability of assets offered to clients and ensuring continuous adherence to regulatory and compliance standards.

• Bitvavo also ensures that its platform design, marketing communications, and pricing disclosures support informed and independent decision-making. All product design and client-facing information is governed by internal policies and aligned with applicable regulatory standards to ensure it is fair, clear, and not misleading. 

• Clients retain full control over their trading behaviour, and the platform does not include features that encourage excessive trading. Educational tools are provided to promote responsible use of the platform and support client understanding of potential risks.

Request for quote platform (RFQ)

Bitvavo operates both a standard trading platform and a Request for Quote (RFQ) platform where a market maker belonging to the same Bitvavo group may participate. A conflict of interest could arise when Bitvavo would prioritize financial gains of a group related entity over client interests.

To prevent and mitigate these risks Bitvavo is implementing a comprehensive set of structural, operational, and governance separation measures between the trading platform operations and the RFQ platform operations. These include the establishment of: 

• Independent management board, ensuring governance separation and decision-making autonomy and oversight of the market maker (‘’Inveniam’’) providing quotes to in the RFQ.

• Physical separation with the RFQ market maker operating from a separate location with separate staff employed and dedicated to this activity.

• Technical and information barriers are enforced through separate IT environments and access permissions to avoid the sharing of sensitive data.

• Independent resources will be allocated to Inveniam , while only second-line and support functions (such as compliance, legal and finance,) may be shared with Inveniam. 

• Arms-length arrangements will govern Inveniam’s role on the RFQ platform, with clear service level agreements (SLAs), trading rules, and predefined parameters (e.g. spread caps and quote availability) to ensure fair, transparent, and non-discriminatory participation, especially in scenarios where Inveniam is the sole liquidity provider. These measures are critical to managing regulatory risk and ensuring the integrity of Bitvavo’s multi-platform trading environment.

Lending Services

Bitvavo offers Lending Services that allow clients to earn rewards by opting in to make their crypto-assets available for lending to market participants, including Inveniam B.V.— a Bitvavo Group company active on Bitvavo B.V.’s RFQ platform. The lending process is managed by Bitvavo Custody B.V., while client assets are securely held in custody by Stichting Bitvavo Payments.

Bitvavo Custody B.V. may offer commercially competitive lending terms—such as lower interest rates—to market makers with higher trading volumes, including Inveniam B.V. Offering competitive interest may be perceived as offering favourable terms to market makers (and Inveniam) that support overall market efficiency. 

Additionally, certain management board members hold roles across multiple Bitvavo entities, including Bitvavo Custody B.V. While this integrated governance structure helps drive alignment and consistency in service delivery, it may give rise to perceived conflicts of interest in relation to lending. 

To address and mitigate these risks, Bitvavo has implemented a comprehensive framework that governs its Lending Services, Safekeeping of Client assets with a focus on transparency, fairness, and alignment with client interests. This includes:

• A dedicated internal Lending Policy that defines the rules for lending activities, ensures equal treatment of counterparties, and prohibits preferential access based on affiliation;

• A transparent Pricing Policy and lending criteria, which govern how interest rates are set—including thresholds based on trading volume—and ensure consistent application across all borrowers;

• Periodic monitoring to verify that lending practices align with internal policies and applicable regulations;

• Benchmarking of lending rewards against market standards to ensure fairness and competitiveness. Clients receive rewards based on their full opted-in balance, regardless of whether their assets are actively lent to borrowers, ensuring clients remain always fully rewarded;

• Fair treatment and risk mitigating measures to all borrowers to ensure protection and best interest of our clients who participate in the Lending services. This includes potential group related entities (e.g. Inveniam B.V), that is subject to the same due diligence, collateral requirements, and risk management standards as external market makers, with no special treatment in lending terms;

• The Stichting Bitvavo Payments as responsible entity for custody and safekeeping of client assets is governed by a three-member board that includes an independent member. The Head of Compliance—who also oversees conflict of interest matters under MiCA—ensures board members recuse themselves from decisions where overlapping roles exist;

• For clients not participating in Lending Services, assets remain segregated, held on-chain in Stichting-controlled wallets, and remain legally and operationally segregated. The account structure provides clear contractual and structural separation of ownership, supported by strict segregation of roles and responsibilities in the administration of client assets. In the event of insolvency of any Bitvavo Group entity (excluding the Stichting), claims of non-participating users remain unaffected.

Custody of client assets & dual-hatting

Bitvavo acts as the custodian of clients' crypto assets, holding these assets segregated from its own assets in line with regulatory requirements. A specific area of potential conflict could arise from dual-hatting, where individuals hold roles in both Bitvavo and the entity responsible for the custody or administration of client assets. This situation can give rise to perceived conflicts of interest, especially where decision-makers may influence both commercial operations and the use or protection of client funds.

To prevent and mitigate these risks, Bitvavo has implemented a robust governance and safeguarding framework, including:

• Clear assets segregation policy and processes with separation of roles and responsibilities between business operations and client asset administration;

• The involvement of an independent board member (e.g. Head of Compliance) in decisions relating to the custody of client assets;

• Recusal of board members with dual hatting from decision making if that triggers a conflict of interest;

• Structural and contractual separation of accounts, including full title segregation;

• Ongoing reconciliation processes and internal controls to monitor compliance;

• Second-line monitoring and periodic internal and external audits to ensure integrity and transparency.

Affiliate and Partner Relationships

Bitvavo maintains commercial relationships with external partners, including marketing affiliates and service providers. These parties may have financial incentives tied to the promotion of specific crypto-assets, features, or services offered by Bitvavo. While these partnerships support platform growth and visibility, they may create situations where promotional activities are influenced more by commercial incentives than by the objective value offered to clients. This could affect how services are framed in marketing or referral communications, potentially leading to biased or misleading representations.

To prevent and mitigate these risks, Bitvavo

• enforces a detailed Affiliate Code of Conduct that defines acceptable practices and emphasises ethical behaviour, transparency, and regulatory compliance. All affiliate agreements include binding clauses requiring adherence to this Code, with violations subject to corrective action or termination.

• as part of the onboarding process, affiliates undergo a dedicated conflict of interest assessment. Affiliates must disclose any relevant financial or personal interests and receive an onboarding training on responsible promotion and regulatory requirements. 

• Bitvavo conducts ongoing monitoring of affiliate campaigns and promotional content to ensure they are fair, clear, not misleading, and fully aligned with Bitvavo’s content standards and applicable regulatory requirements. Non-compliant behaviour is addressed through an established escalation process, which may result in content removal or termination of the affiliate relationship. Affiliates must disclose to the public any personal/financial interests in relation to their services that they provide to Bitvavo.

Personal Trading by Employees

Employees at Bitvavo, including management and board members, may hold or trade crypto assets privately. This introduces the potential for conflicts of interest — particularly where employees might have  access to non-public information about upcoming listings, platform changes, or other confidential and  market-sensitive developments.

To prevent and mitigate this risk, Bitvavo enforces personal trading rules. Employees are required to:

• Refrain from trading based on confidential (non-public) information; and more in general all employees are bound by confidentiality obligations. 

• Observe a withholding period for trading newly listed assets if designated as insiders.

• Pre-clear certain transactions with Compliance before executing them. 

• Observe a location requirement i.e. trade on the Bitvavo platform only if designated as an insider,  (exceptions can be agreed with Compliance for instance where the crypto-asset does not trade on the Bitvavo platform), non-insiders that wish to transact in crypto assets personally are encouraged and incentivized to trade on Bitvavo only. 

• Comply with transparency requirements and periodically disclose personal trading activity, including financial interests or investments to Compliance. 

• Attend specific training and workshops to ensure all employees know Bitvavo’s Market Abuse and Personal Transactions Policy, and applicable regulations.

• Are subject to automated market surveillance oversight, facilitating market abuse and insider trading detection.

Employee Remuneration

Bitvavo’s remuneration scheme may give rise to potential conflicts of interest, particularly if incentives are directly linked to the achievement of commercial targets such as acquiring new customers or increasing trading volumes. Some employees —whose roles involve building partnerships with institutional clients or managing affiliate relationships—are eligible for bonuses based on some quantitative and qualitative performance indicators. This structure may, under certain circumstances, create a risk that employees to prioritise personal or commercial outcomes over the best interests of clients or the platform’s long-term integrity.

To prevent and mitigate these risks, Bitvavo

• applies a remuneration framework that ensures commercial incentives are balanced with appropriate quantitative and qualitative criteria related to conduct,compliance, and long-term client value. 

Gifts, invitations and any other type of inducement

The acceptance of gifts, invitations or any other type of inducement by employees, including management board members, can potentially give rise to perceived conflicts of interest—particularly when such gestures come from third parties with whom Bitvavo maintains or may establish a business relationship.

To prevent and manage this risk, Bitvavo 

• enforces a clear internal policy. All gifts or event invitations must be reasonable, appropriate, and of limited value. Under no circumstances may gifts represent direct monetary value. 

• any received gifts or invitations over a certain threshold (calculated per year per provider) must be reported to Compliance, who reviews them and may take additional measures where necessary. These controls help ensure that employee conduct remains impartial and that client relationships are based on integrity and professionalism. 

• the third-party selection and approval process is built on a strict review of several teams/functions within Bitvavo that are independent from each other, including compliance which assesses any Integrity, Regulatory, Compliance, Conflict of interest risks, before decision is taken.