Order Execution Policy

1. Purpose & Scope

System Pay Services (Malta) Limited ("BVNK") is a private limited liability company registered pursuant to the laws of Malta, with company registration number C66961 is duly authorised as a crypto-asset service provider by the Malta Financial Services Authority (the "MFSA") to provide the following crypto-asset services:

• providing custody and administration of crypto-assets on behalf of clients;
• exchange of crypto-assets for other crypto-assets;
• exchange of crypto-assets for funds;
• providing transfer services for crypto-assets on behalf of clients.

This Order Execution Policy (this "Policy") outlines the principles and procedures employed by BVNK when exchanging crypto-assets with its clients ("you") in accordance with Regulation (EU) 2023/1114 on Markets in Crypto-Assets ("MiCA") and other applicable laws, regulations, rules and guidelines (collectively, "Applicable Law").

As a prerequisite of opening an account with BVNK, you must first agree to BVNK's services agreement (the "Client Agreement"). By entering into the Client Agreement, you also agree to this Policy, which is provided before the provision of BVNK's services.

Unless otherwise expressly indicated by us via the platform or in writing, BVNK's conversion services involve BVNK acting as your sole counterparty and principal to all conversion transactions. By accepting the Client Agreement, you consent to the application of this Policy where such services are provided to you. Therefore, you must ensure you have read and understood this Policy prior to using BVNK's conversion services.

Where BVNK exchanges crypto-assets with you, unless otherwise agreed in the Client Agreement, we will present an exchange rate, which shall be binding upon acceptance and confirmation of the conversion order.

BVNK reserves the right to, at any time and at our discretion, decline or refuse a conversion as stated in the Client Agreement.

2. Order Execution Factors

When BVNK exchanges crypto-assets or fiat with you, BVNK will take all necessary steps to ensure that the exchange is conducted promptly, fairly and expeditiously (as applicable). Subject to any Specific Instructions given by you (as defined below), we may take into account certain relevant factors ("Execution Factors") as set out in this Policy.

BVNK will determine the relative importance of the Execution Factors by using its commercial judgement and experience in the light of the market information available.

A description of the Execution Factors that will be considered is set out below:

• Price: Best price, considering the prevailing market prices and the specifics of the order.
• Costs: Minimisation of direct and indirect costs to ensure that client outcomes are not adversely affected.
• Conditions of Custody of the Crypto-Assets: Monitoring custody aspects that may affect the exchange, including the timely availability of crypto-assets.
• Any other consideration relevant to the exchange, which may include but are not limited to low liquidity and/or high volatility.

BVNK may, in light of available market information / conditions at the relevant time, decide that one or more of the Execution Factors listed above are more important and act accordingly.

Unless otherwise specified or agreed, an exchange will be conducted at the exchange rate presented upon its confirmation. In certain instances – whether as a result of system failures, disrupted markets or otherwise – it may be necessary to conduct the exchange in a different manner to that set out in this Policy.

3. Liquidity Sources and Counterparty

A list of liquidity sources on which BVNK may rely when determining the exchange rate is set out in Schedule 1 of this Policy. BVNK reserves the right to include or exclude one or more liquidity sources and/or include additional liquidity sources at its discretion.

We continually evaluate both existing and potential venues based on:

• Client Value: Quantitative and qualitative analysis of market dynamics and client demand.
• Operational Integrity: Assessment of technical complexity and integration requirements.
• Robust Diligence: A comprehensive vetting process covering security, trading, and legal standards.

Liquidity sources are only integrated once all due diligence areas are confirmed as satisfactory. We conduct periodic reviews of all integrated liquidity sources and reserve the right to disable any liquidity source that no longer meets our standards or undergoes material changes to its original diligence profile.

BVNK shall not receive any remuneration, discount, or non-monetary benefit for sourcing liquidity from a particular liquidity source.

4. Order Execution Flow

BVNK follows a structured process for conversion orders:

1. Conversion Request: A conversion request is initiated via approved channels.
2. Internal Compliance Checks: Funds validity and compliance checks are conducted.
3. Availability Check: BVNK verifies that you have sufficient crypto-assets or funds to complete the transaction.
4. Price Determination:
   • BVNK acts as your sole counterparty and principal to the conversion and BVNK will determine the exchange rate for the conversion based on its internal pricing model; and
   • The exchange rate displayed at the time of confirmation (where applicable) will be binding and will be the final rate applied to the conversion transaction.
5. Trade Execution: Upon acceptance and confirmation of the exchange rate, BVNK executes the conversion as your sole counterparty and principal.
6. Settlement: Unless otherwise agreed with you in writing, crypto-assets and funds will be settled to or from your wallet or nominated account, as applicable. Where your wallet or designated account is credited with crypto-assets or funds prior to final settlement, such credit represents a contractual claim against BVNK and does not constitute custodied crypto-assets until final settlement has occurred as set out in the Client Agreement. Where settlement cannot be completed by us due to circumstances beyond the reasonable control of BVNK, BVNK shall use reasonable endeavours to reverse the transaction by reimbursing you with either the funds or the crypto-assets sold, as applicable.
7. Final Transfer & Reporting: When crypto-assets are credited to your wallet or nominated account, a transaction confirmation is made available to you, including the final exchange rate applied to the conversion.
8. Documentation: Full audit trail is maintained by BVNK in accordance with its regulatory requirements.

BVNK reserves the right to deviate from its standard exchange process or decline to provide an exchange rate during adverse market conditions where strict adherence may compromise client outcomes, market integrity, or operational stability.

Adverse market conditions may include:

• Extreme market volatility;
• Liquidity shortages;
• Outages or technical failures;
• Abnormal market conditions such as sudden crypto-asset delisting, crypto-asset protocol changes, or blockchain attacks; or
• Regulatory or legal constraints.
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5. Client Consent

You are required to agree to this Policy before using BVNK's conversion services, ensuring you understand the manner in which exchanges will be conducted. By accepting the terms of the Client Agreement, you are deemed to acknowledge and consent to all matters set out in this Policy. If you make any reasonable and proportionate requests for information (including additional information about this Policy), we shall answer clearly and within a reasonable time.

6. Specific Instructions

You may ask for exchanges to be conducted in accordance with specific instructions, either generally or on a case-by-case basis. We will accommodate any such requests, if and to the extent possible. Where any specific instructions result in higher costs, we may reflect those higher costs in our fees. In the latter case, we will notify you of any revised fees prior to providing an exchange rate for the conversion. Where your instructions relate to only part of an exchange, we will continue to apply this Policy to those aspects of the exchange not covered by the specific instructions.

You should be aware that specific instructions may prevent BVNK from taking the steps set out in this Policy in respect of the elements covered by those instructions. In such cases you acknowledge that we may not follow the Execution Factors. Where there is a specific instruction from you, we shall be deemed to have satisfied our obligations under this Policy – provided that BVNK conducts the exchange (or a specific aspect of the exchange) following your specific instructions.

7. Client Order Handling

BVNK ensures the fair treatment of all clients. Conversion requests will be promptly, fairly and expeditiously recorded and processed.

BVNK shall not misuse information relating to pending clients' conversion requests and shall take all reasonable steps to prevent the misuse of such information by any employees or any other relevant persons. This will be achieved via information barriers, access controls, surveillance and monitoring systems, and employee training.

8. Conflicts of Interest

BVNK has established and maintains a Conflicts of Interest Policy to identify, prevent, manage, and disclose any conflicts of interest. We ensure that the interests of clients always take precedence in our exchange processes.

9. Information Security and Order Protection

BVNK is committed to ensuring that its employees shall not misuse information relating to pending client conversion requests. BVNK has robust controls in place to prevent the misuse of such information, including:

• Access controls and information barriers to prevent unauthorised individuals from accessing information about pending conversion requests.
• Monitoring and surveillance of all conversion requests received and processed for market abuse detection.
• Personal account dealing procedures to ensure staff awareness of their responsibilities.
• Reporting and escalation mechanisms for staff to report potential wrongdoing.
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10. Monitoring & Review

BVNK will monitor the effectiveness of this Policy and its implementation to identify and correct any deficiencies in its exchange arrangements. BVNK has a robust governance framework in place (which, among other matters, includes first and second line control functions) to ensure that its obligations are complied with in accordance with Applicable Law.

The effectiveness of this Policy will be reviewed regularly, at least annually, or upon significant changes to market conditions or internal processes. This review helps ensure continued compliance with regulatory requirements and the maintenance of high exchange execution standards.

In particular, BVNK will assess, on a regular basis, whether the liquidity sources included in Schedule 1 enable BVNK to deliver competitive results for its clients or whether BVNK needs to make changes to the exchange arrangements in place.

BVNK will demonstrate to you, at your request, that exchanges have taken place in accordance with this Policy. Clients may request a report on the details of their conversions by contacting BVNK via the email address provided in Section 15 of this Policy. This report will include, where applicable, information such as the exchange rate, all other costs and fees, and the timestamp to demonstrate compliance with this Policy.

BVNK has a clear and transparent process for cancelling exchange requests in exceptional circumstances. Where a claim is made, or it is otherwise identified, that a confirmed conversion is erroneous or conducted under conditions which warrant review, this will be promptly reviewed by BVNK's senior management to determine if corrective action is justified.

Details of any corrective actions will be clearly and promptly disclosed to affected clients, including the reason for such action and any remedial steps taken.

11. Record Retention

BVNK will retain comprehensive records in accordance with Applicable Law, including but not limited to: (i) timestamped records of all client conversion requests and exchange details; (ii) records of client consent to this Policy and any updates; (iii) exchange quality reports and performance metrics; (iv) monitoring and review documentation; and (v) full audit trails of individual conversions. All records will be maintained in a durable medium which allows prompt retrieval without undue delay and meets regulatory requirements for data integrity and accessibility.

12. Amendments to this Policy

This Policy may be amended from time to time to reflect changes in regulatory requirements, market conditions, or BVNK's operational strategies.

BVNK will inform you, with whom it has an ongoing relationship, of any material changes to this Policy or its exchange arrangements by providing notice to you. Any such changes will come into effect upon notification to you.

13. Ongoing Monitoring and Quality Assessment

BVNK will assess the appropriateness of its liquidity sources and exchange arrangements on an ongoing basis through:

• Monthly evaluation of aggregate trading data to assess exchange quality;
• Regular analysis of exchange performance against external benchmarks;
• Quarterly review of liquidity sources to ensure market representativeness; and
• Annual comprehensive review of this Policy and exchange arrangements.

Any concerns identified during day-to-day trading activities will be immediately escalated to BVNK's Second Line of Defence teams who will consider and implement appropriate corrective actions.

BVNK will resolve any deficiencies identified in its exchange arrangements by updating this Policy and exchange methods and procedures where such changes allow BVNK to deliver better results for its clients.

14. Communication

BVNK commits to clear, accurate, and timely communication regarding all aspects of our exchange arrangements in accordance with Applicable Law.

15. Contact Us

For further information or any questions about this Policy contact us via merchants@bvnk.com or contact your dedicated Account Manager.

Schedule 1 – List of Liquidity Sources for all Types of Crypto-Assets