Conflict of Interest Disclosure Gemini Intergalactic EU, Ltd

Last updated: 1 October 2025

Conflict of Interest Disclosure - GIEL
Gemini Intergalactic EU, Ltd (the “Company”) is required to establish, implement and maintain effective policies and procedures, taking into account the nature, scale and range of its crypto-asset services, to appropriately identify, prevent, manage and disclose any real, potential or perceived conflicts of interest. The Company is also required to disclose the general nature and sources of conflicts of interest, and any steps taken to mitigate them, to enable Clients to take an informed decision in the context of which a conflict of interest may arise.  
The Company has established a Conflicts of Interest Policy (the “Policy”) which sets out the effective organizational and administrative arrangements implemented by the Company to identify, prevent, manage and disclose any real, potential or perceived conflicts of interest entailing a material actual or potential risk of damage to the interests of the Company and/or its clients (the “Clients”). 
Identification of Conflicts
Conflicts of interest may, amongst others, arise between:
  1. The Company and:
    1. its shareholders or Board of Directors;
    2. any person directly or indirectly linked to the Company (or its shareholders or members by control);
    3. members of the Board of Directors;
    4. its employees; or
    5. its Clients; or
  2. two or more Clients whose mutual interests conflict. 
Prevention and Management of Conflicts of Interest
The Company has robust governance arrangements and oversight by senior management. Key decisions are taken by the Board of Directors and the head of departments, who understand the Company’s obligations under applicable law to identify, prevent, manage and disclose conflicts of interest.
The procedures and measures to prevent and/or manage conflicts of interest include:
  1. Reporting Lines
  2. Separate Supervision
  3. Segregation of Functions
  4. Board of Directors responsibilities
  5. Risk Management and Compliance Function oversight
  6. Access to Information restrictions
  7. Remuneration policy
  8. Best Execution policy
  9. Personal Transactions restrictions
  10. Payments, Gifts or other Forms of Inducements policy
  11. Awareness of this Policy and Appropriate Internal Reporting Channels within the Company
  12. Disclosure to Clients
  13. Outside Business & Directorships oversight
  14. Oversight of Services by Group Entities
Examples of Conflicts of Interest and Mitigation Measures
The following are scenarios of potential conflicts that may arise when taking into account the nature, scale and range of the services offered by the Company. 
Conflict 1: Group Requests Beyond GIEL’s Scope
  • Description:
    GIEL may be asked by the wider Group to deliver products or services not within its licensable status, or to participate in marketing campaigns not compliant with EU regulatory frameworks or the Financial Promotion regime.
  • Potential Impact:
    • Clients may be subject to unfair marketing practices and risk financial losses due to misinformation.
    • GIEL may face legal, regulatory, reputational, and financial consequences (e.g., fines, client complaints).
  • Management Plan:
    • Board of Directors must approve all new services.
    • Policies and procedures govern service provision.
    • Marketing Policy ensures fairness, clarity, and compliance.
    • Compliance/Legal Team reviews and approves all materials before publication.
    • Marketing records logged and retained.
  • Monitoring Plan:
    • Compliance/Legal Team approval required for all marketing material and complaints.
    • Risk-based monitoring under Compliance Monitoring Plan and Independent Auditor reviews.
Conflict 2: Placement Services for Issuers of Crypto-Assets
  • Description:
    GIEL may be engaged to market crypto-assets for issuers, creating conflicts such as:
    a) placing crypto-assets with its own Clients;
    b) over- or underestimating proposed prices;
    c) receiving incentives from issuers.
  • Potential Impact:
    • GIEL may prioritise issuer’s interests over Clients’, undermining investor protection.
    • Exposure to regulatory, legal, reputational, and financial risks.
  • Management Plan:
    • Conflict of Interest Policy outlines mitigation measures.
    • Independence maintained between issuer marketing role and client services.
    • Full disclosure of issuer relationship and relevant information.
    • Marketing materials must meet regulatory standards and align with the Marketing Policy.
  • Monitoring Plan:
    • Placement Services monitored via internal procedures and regulatory standards.
    • Ongoing monitoring under Compliance Monitoring Plan and Independent Auditor reviews.
Conflict 3: Execution and Routing of Orders
  • Description:
    • Under the Market Maker Model, GIEL routes orders to its affiliated matched principal entity.
    • Under the Executing Broker Model, orders are routed to Gemini Trust Company, LLC (an affiliate).
    • Both may undermine best execution principles.
  • Potential Impact:
    • Clients’ best interests may not be prioritised.
    • Legal, regulatory, reputational, and financial risks for GIEL.
  • Management Plan:
    • Execution Policy ensures best results for Clients.
    • Clients must agree to the Execution Policy before trading.
    • Composite pricing from multiple sources ensures fairness and consistency.
    • Commercial Policy ensures transparent pricing.
  • Monitoring Plan:
    • Ongoing compliance checks with Execution Policy.
    • Regular trade assessments (price, costs, speed, settlement).
    • Audits of employee adherence to execution rules.
Conflict 4: External Roles of Staff and Directors
  • Description:
    Staff and Directors may hold external positions, creating conflicts where personal interests outweigh duties to GIEL or Clients.
  • Potential Impact:
    • Directors/staff may prioritise external organisation’s interests over GIEL or its clients.
  • Management Plan:
    • Conflict of Interest Policy requires identification, prevention, and mitigation.
    • Staff/Directors must disclose real, perceived, or potential conflicts.
    • Directors must abstain from voting on conflicted matters.
  • Monitoring Plan:
    • Staff required to disclose conflicting roles.
    • Directors must provide list of mandates to Company Secretary and Compliance Officer.
    • Ongoing review of officers’ fitness and propriety per regulatory requirements.
Conflict 5: Payments, Gifts, or Inducements
  • Description:
    Payments, gifts, or inducements may influence decisions improperly.
  • Potential Impact:
    • Client interests, market integrity, or compliance may be compromised.
  • Management Plan:
    • Inducement Policy regulates receipt/payment of gifts, favours, or inducements in line with law.
  • Monitoring Plan:
    • Oversight and pre-approvals conducted under the Inducement Policy.
Conflict 6: Remuneration Structure
  • Description:
    Remuneration incentives may encourage employees to put their own or some clients’ interests ahead of others.
  • Potential Impact:
    • Reckless sales practices to meet targets.
    • Breach of regulatory requirements, including customer protection.
  • Management Plan:
    • Remuneration Policy balances short-, medium-, and long-term client interests.
    • Principles for fixed and variable remuneration established to prevent conflicts.
  • Monitoring Plan:
    • Fixed/variable pay reviewed under Remuneration Policy principles.
    • Compliance/Internal Audit conduct risk-based reviews of adherence.
Conflict 7: Staff Personal Trading of Crypto-Assets
  • Description:
    Staff trading on personal accounts may lead to conflicts or market abuse.
  • Potential Impact:
    • Staff may provide favourable treatment to their own accounts over clients.
    • Risk of Market Abuse Regulation breach.
  • Management Plan:
    • Market Abuse Policy in place.
    • Employee Trading Policy imposes confidentiality, restrictions, and reporting requirements.
  • Monitoring Plan:
    • Market Surveillance Team monitors daily compliance with Trading Policy.
    • Group Compliance Officer maintains overall responsibility and oversight access

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