WHISTLEBLOWING POLICY

This Whistleblowing Policy (“Policy”) is reviewed annually, unless there is a change in regulation that requires to implement an earlier update. The Compliance Officer/MLRO has primary and day-to-day responsibility for implementing the Policy and monitoring the effectiveness of the Policy on a regular basis. The Board of Directors shall have the overall responsibility for ensuring that the Policy is up-to-date and compliant with all applicable laws and regulations in all jurisdictions where the VASP conducts its business. Upon establishing that an update is required, the Compliance Officer/MLRO proposes changes by presenting them to the Board of Directors of Gate Technology FZE (the “Board”). Once the Board approval is sought, the changes are incorporated in the Policy.

Document revision history

1.INTRODUCTION

1.1. Policy statement

Gate Technology FZE (the “Company”) is committed to the highest standards of Integrity, quality, honesty, fairness, openness, accountability, and transparency.

An important aspect of accountability and transparency is a mechanism to enable Employees to voice concerns in a responsible and effective manner. It is a fundamental term of every contract of employment that Employees (as defined below) will faithfully serve their employer and not disclose confidential information about the employer’s affairs. Nevertheless, where an individual discovers information that they believe shows serious malpractice or wrongdoing within the Company then this information should be disclosed internally without fear of reprisal or retaliation, and there should be arrangements to enable this to be done independently of line management. (Although in relatively minor instances the line manager would be the appropriate person to be told).

The Company has endorsed the provisions set out below to ensure that no Employee feels at a disadvantage in raising legitimate concerns. It should be emphasised that this Policy is intended to assist staff members who believe they have discovered malpractice or impropriety. It is not designed to question financial, or business decisions taken by the Company, nor should it be used to reconsider any matters which have already been addressed under harassment, grievance/complaint, disciplinary or other procedures.

1.2. Scope

This Policy applies to all individuals working at all levels, including any members of our Board, any company of our group or their employees, business partners, senior managers, employees (whether permanent, fixed-term, or temporary), consultants, contractors, suppliers, trainees, seconded staff, agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, wherever located (“Employee(s)”). This Policy is designed to enable the Company’s Employees to raise concerns internally independent of the line of management to disclose information that the Employees believe to show malpractice or impropriety. This Policy is intended to cover concerns that are of public interest and may at least initially be investigated separately but might then lead to the invocation of other procedures e.g., disciplinary procedures.

These concerns could include:

• Financial malpractice, impropriety or fraud;
• Corruption or bribery;
• Failure to comply with a legal obligation or statutes;
• Actions which endanger the health or safety of the Employees or the public;
• Actions which cause grave damage to the environment;
• Criminal activity or offences;
• Improper conduct or unethical behaviour (includes acts which do not conform to approved standards of social and professional behavior); and
• Attempts to conceal any of the above.

The Policy applies to all of the Company’s Employees. This includes external consultants, contractors, and agency staff whilst working within the Company.

2.SAFEGUARDS

2.1. Protection against detriment

The Policy is designed to offer protection against the detriment to those Employees who make a protected disclosure, provided the disclosure is made:

• in good faith;
• in the reasonable belief of the individual making the disclosure that the information, and any allegations it contains, are substantially true; and
• the individual is not acting for personal gain.

Any complaint of retaliation in lieu of such disclosures, including but not limited to, threats of physical harm, loss of job, punitive work assignments, or reduced salary or wages, will be promptly investigated. Such a complaint must be made and shall be investigated in accordance with the same procedure adopted for disclosure by an Employee mentioned under clauses 3, 4, and 5 of this Policy.

An Employee shall be deemed to be making a protected disclosure in “good faith” if there is a reasonable basis for communication of concerns listed under clause 1.2. Good faith shall be deemed lacking when the Employee does not have personal knowledge of a factual basis for making the disclosure or where the Employee knew or should have known that the disclosure made is malicious, false or frivolous.

2.2. Confidentiality

The Company will treat all such disclosures in a confidential and sensitive manner. Any reports submitted are accessible only to those persons who have, in the judgment of the Chief Compliance Officer, a need to know the information. The identity of the individual making the allegation shall be kept confidential so that the whistleblower is protected. However, the investigation process may reveal the source of the information and the Employee making the disclosure may need to provide a statement as part of the evidence required.

2.3. Anonymous allegations

This Policy encourages individuals to put their names to any disclosures they make. Concerns expressed anonymously are much less credible, but they may be considered at the Company’s discretion.

In exercising this discretion, the factors to be considered will include:

• The seriousness of the issues raised;
• The credibility of the concern; and
• The likelihood of confirming the allegation from attributable sources.

Allegations made anonymously should contain sufficient detail and information so that, if necessary, a meaningful investigation can be conducted.

2.4. Untrue or malicious allegations

If an individual makes an allegation in good faith, which is not confirmed by subsequent investigation, no action will be taken against that individual. In making a disclosure the individual should exercise due care to ensure the accuracy of the information.

If, however, an Employee makes malicious or vexatious allegations, and particularly if he or she persists in making them, disciplinary action may be taken against that individual (including termination of employment, if warranted) in accordance with the applicable law, Company’s rules, policies and procedures.

2.5. Self-implications

If whilst “blowing the whistle” an individual implicates himself/herself in any wrongdoing, he/she is likely to receive a lighter sanction than might otherwise have been the case. However, if the misconduct is serious, the Company may not be able to take conduct into account.

3.PROCEDURES FOR MAKING A DISCLOSURE

No attempt should be made by an Employee to personally conduct investigations, interviews or questioning. If the Employees wish to raise a complaint, they should in the first instanceraise this internally with their line manager, unless such complaint relates to the processes and measures adopted by the line manager. They should, ideally, put in writing the nature of their complaint with as many facts as possible, e.g., dates, names, places etc. Should the Employees not feel comfortable with approaching their line manager, they should approach a vertical manager (e.g., operations manager, finance manager, etc.). Should this still not be acceptable then there are a number of other lines of communication available:

• Telephone the Compliance Officer/ MLRO, +971585859813
• Email at support@gateio.ae
• Post to Gate Technology FZE at 2501, Sheikh Rashid tower, Dubai World trade center, UAE

On receipt of a complaint of malpractice, the member of staff (line manager/ vertical manager/Compliance Officer/MLRO) who receives and takes note of the complaint must pass this information as soon as is reasonably practicable to the appropriate designated investigating officer as follows:

• Complaints of malpractice will be investigated by the Compliance Officer/ MLRO or an investigating officer or a committee appointed by him, unless the complaint is against the Compliance Officer/ MLRO or is in any way related to his/her actions. In such cases, the complaint should be passed to the Managing Director. If the complaint involves both the Compliance Officer/ MLRO and the Managing Director, then the complainant should consider filing the complaint to the Virtual Assets Regulatory Authority (“VARA”).
• The complainant has the right to bypass the line management structure and take their complaint direct to the Managing Director. The Managing Director has the right to refer the complaint back to management if he/she feels that the management, without any conflict of interest, can more appropriately investigate the complaint.

Should none of the above routes be suitable or acceptable to the complainant, then the complainant may approach an external party such as a lawyer or law enforcement authorities. If there is evidence of criminal activity, then the investigating officer should inform the law enforcement authorities. The Company will ensure that any internal investigation does not hinder a formal investigation by the law enforcement authorities.

4.TIMESCALES AND INVESTIGATIONS

Due to the varied nature of these complaints, it is not possible to lay down precise timescales for such investigations. However, the Company will ensure that investigations are undertaken as quickly as possible within a reasonable period of time, without affecting the quality anddepth of those investigations.

The complainant will receive a written acknowledgment of their complaint and will be kept informed of the progress of the investigation with a report in writing as to the outcome.

All responses to the Employees should be in writing and sent to their home addresses. In the case of anonymous disclosures, the above process will not apply.

5.INVESTIGATING PROCEDURE

The investigating officer should follow these steps:

• Full details and clarifications of the complaint should be obtained.
• The investigating officer should inform the Employee against whom the complaint is made as soon as is practically possible. The Employees will be informed of their right to be accompanied by a representative at any future questioning or interviews held by the investigating officer.
• The investigating officer should consider the involvement of the Company’s auditors and the law enforcement authorities at this stage and should consult with the Managing Director in this regard.
• The allegations should be fully investigated by the investigating officer with the assistance where appropriate, of other individuals/ bodies.
• A judgement concerning the complaint and validity of the complaint will be made by the investigating officer. This judgement will be detailed in a written report containing the findings of the investigations and reasons for the judgement. The report will be passed to the Managing Director as appropriate.
• The Managing Director will decide on what action to take. If the complaint is shown to be justified, they shall immediately report it to VARA. The Managing Director shall also prepare a written summary of the remedial actions taken and invoke disciplinary or other appropriate procedures. A copy of these reports shall be retained for a period of eight (8) years from completion of such investigation. The complainant should be kept informed of the progress of the investigations and, if appropriate, of the outcome.
• If appropriate, a copy of the outcomes will be passed to the Company’s auditors to enable a review of the procedures.

If the investigation finds the allegations unsubstantiated and all internal procedures have been exhausted, but the complainant is not satisfied with the outcome of the investigation, the Company recognises the lawful rights of Employees and ex-Employees to seek external counsel and make disclosures to prescribed persons or where justified, elsewhere.

6.DISCLOSURE

The Company shall also make available by other publicly accessible means its policies and procedures relating to whistleblowing. The Company shall ensure that these disclosures are prominently displayed in a clear and easily understandable and regularly updated.

7.CONCLUSION

This Policy fundamentally highlights the Company’s approach to whistleblowing. The Chief Compliance Officer/MLRO has primary and day-to-day responsibility for implementing the Policy and monitoring the effectiveness of the Policy on a regular basis and for ensuring it effectively manages the Company’s regulatory and business requirements as the service evolves.