Conflict of Interest Policy

1. Introduction
2. Definition of a Conflict of Interest
3. Identification of Conflicts of Interest
4. Firm-Specific Conflicts of Interest
4.1 Corporate Broking and Advisory Clients
4.2 Personal Account Dealing 6
4.3 Gifts, Hospitality and Inducements
4.4 Outside Business Interests
4.5 Remuneration
4.6 Segregation of Duties
4.7. Investment Research
5. Responsibilities
6. Disclosure
7. Record Keeping
8. Training and Review
9. Amendments to this Policy

1. Introduction
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This Conflicts of Interest Policy sets out how Clear Capital Markets Limited (the “Firm”) identifies,manages, and mitigates conflicts of interest in the course of its business.

The Firm is required under Principle 8 of the FCA Handbook to manage actual and potential conflicts of interest fairly, both between itself and its customers and between a customer and another client.

The purpose of this Policy is to identify potential and actual conflicts the Firm may face and to explain how they are managed and, where necessary, disclosed to ensure fair treatment of clients and maintain market integrity.

It also provides the Firm’s clients with appropriate information relating to the policies the Firm has in place to identify and manage conflicts of interest.

Employee failure to comply with this Policy may result in disciplinary procedures being invoked.

2. Definition of a Conflict of Interest

Conflicts of interest are defined as any conflict which arise between the following when the Firm is carrying out activities which are regulated by the FCA or ancillary services:

The Firm and a client; or
A client and another client.

Conflicts of interest can arise where the Firm’s interests, or those of its staff, may differ from the interests of clients, or where the interests of one client may conflict with those of another.

These conflicts may include, but are not limited to, situations involving inducements, commissions,proprietary trading, or other arrangements that could influence the Firm’s judgment or service.

A conflict of interest occurs whenever the Firm or its clients have competing interests that could harm a client; a potential benefit to the Firm or one client only counts as a conflict if it could cause a disadvantage to another client.

A situation may be a conflict of interest even if no improper act or disadvantage to the client arises from it.

3. Identification of Conflicts of Interest

Conflicts of interest may arise in various situations, as outlined in SYSC 10.1.4R, and must be reported by the identifying party to the Compliance Officer for assessment. Such situations include, but are not limited to:

The Firm or a relevant person is likely to make a financial gain, or avoid a financial loss, at the expense of a client.
The Firm or a relevant person has an interest in the outcome of a service or transaction provided to a client that differs from the client’s interest.
The Firm or a relevant person has a financial or other incentive to favour one client or group of clients over another.
The Firm or a relevant person conducts the same business as the client.
The Firm or a relevant person receives, or expects to receive, inducements from a third party in connection with a client service, other than standard fees or commissions.

All new or potential conflicts are reported to the Compliance Officer, who assesses them using a perception-based approach that considers how a reasonable market participant might view the situation,including external appearance, potential impact on market confidence, and any associated reputational risks. The Compliance officer determines whether the conflict should be avoided or managed. If the latter,then the handling plan should be documented and managed.

4. Firm-Specific Conflicts of Interest

The Firm faces potential conflicts of interest in a variety of situations. The following outlines key areas ofrisk and the measures in place to manage them:

4.1 Corporate Broking
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The Firm acts as corporate broker to certain clients and is sometimes remunerated for this service in the form of stock and/or warrants giving rise to the conflict of being in the same business as our clients.

In this scenario disclosure is made to clients prior to them investing so they are able to make an informed decision.

The Firm also manages the selling of any of its own stock in an orderly way in-line with clients to preserve price and liquidity.

4.2 Advisory Clients

The Firm provides advisory services that may occasionally involve transactions connected to its corporate broking clients. In such cases, the Firm may act for both issuers and investors, which could give rise to a potential conflict of interest.

Corporate broking opportunities are presented to advisory clients only when they meet predefined criteria designed to assess their suitability for such presentation. This evaluation is carried out by the Corporate Broking function, which operates independently from the main trading floor and is separated by an established Chinese wall.

Prior to any investment, appropriate disclosure of the potential conflict is made to advisory clients to ensure they are adequately informed and able to make an independent investment decision.

4.3 Personal Account Dealing

Staff with access to privileged information may risk trading for personal gain based on information unavailable to clients. The Firm manages this risk through its Personal Account Dealing Policy and Market Abuse Policy. Personal investments are permitted only in accordance with these policies with all personal account dealings must be reported to and approved by Compliance prior to the trade being executed.

4.4 Gifts, Hospitality and Inducements
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Third-party gifts, hospitality, or inducements may influence the Firm’s services to clients.

All such benefits are governed by the Firm’s Gifts and Entertainment Policy, which records and, where appropriate, requires approval from Compliance. The Firm also operates an Anti-Corruption, Bribery,and Fraud Policy, prohibiting facilitation payments or kickbacks of any kind.

4.5 Outside Business Interests

Employees’ outside business interests may pose a potential of conflict with the Firm’s or clients’interests. Employees are required to declare any such interests that are assessed for approval by the Compliance Officer and the Board at inception and on an on-going basis, at least annually, thereafter.

4.6 Remuneration

The Firm’s remuneration framework may create incentives for staff to prioritise personal earnings over client interests. The Remuneration Policy is designed to encourage responsible conduct, limit excessive risk-taking, and mitigate potential conflicts of interest.

An internal audit process is in place to identify clients that may be being traded outside of their risk and transactional preferences. Penalties have been established within the Firms Remuneration Policy and Remuneration Structures to penalise any poor behaviour that is identified. Furthermore, clawback arrangements are in place and applied where necessary.

4.7 Segregation of Duties

The Firm has a clearly defined and segregated structures to ensure independent decision-making across business areas. If the situation arises where staff temporarily operate across more than one area,enhanced monitoring and independent oversight would be applied.

4.8. Investment Research
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The Firm produces and disseminates investment research to clients and the public in compliance with COBS 12. To ensure independence and objectivity, external financial analysts are engaged on a fixed-fee basis, and information barriers are in place between analysts and business units whose interests could create conflicts. Analysts are prohibited from accepting inducements or influence from corporate finance, sales, or trading personnel. Oversight and governance arrangements ensure research is produced and disseminated in a manner that is objective, unbiased, and compliant with regulatory requirements.

5. Responsibilities

Compliance Officer
Maintain overall oversight of adherence to this Conflicts of Interest Policy and all related policies and procedures described therein. To assess new conflicts of interest as they are reported and determine handling i.e. avoid,manage, disclose.

Compliance Staff
Maintain and update the Conflicts of Interest Register accurately.
Report to the board the status of managed conflicts at the agreed period.

All Staff
Be aware of, understand, and adhere to this Conflicts of Interest Policy.
Immediately inform the Compliance Officer of any actual or potential conflicts of interest that are identified.
Complete annual Conflicts of Interest training as allocated

6. Disclosure
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If the Firm’s arrangements cannot with reasonable confidence prevent a conflict of interest from harming a client, the Firm will disclose this before providing services. Any disclosure made will explain the nature of the conflict, the steps taken to mitigate it, the specific risks to the client, and provide enough detail for the client to make an informed decision. All disclosures will be provided in a durable medium.

7. Record Keeping

The Firm maintains a centralised Conflicts of Interest Register to record all instances where a conflict of interest has arisen, or may arise, that could pose a material risk of harm to one or more clients.

New conflicts are added to the Register as they occur, under the oversight of the Board.

The register is monitored on an ongoing basis, with a comprehensive review conducted at least annually.Certain conflicts that require more active management or closer supervision are subject to more frequent review.

All managed conflicts are reported to the Board at agreed intervals to ensure appropriate oversight and control.

8. Training and Review

All Firm employees are provided with annual training on conflicts of interest including how to identify and report any new or future conflicts.

9. Amendments to this Policy

This policy is reviewed at least annually and whenever there are relevant regulatory changes. Any updates are approved by senior management and communicated to all relevant staff. The current version of the policy is also made available on the Company’s website