Conflicts of Interest Policy

Vertex Capital & Tech Limited — Trading as Vorum Capital

1. INTRODUCTION AND REGULATORY CONTEXT

Vertex Capital & Tech Limited ("the Company"), trading as Vorum Capital, is committed to identifying, assessing, managing, and, where necessary, disclosing conflicts of interest that may arise in the conduct of its business. This document is the public summary of the Company's full Conflicts of Interest Policy. The full Policy is maintained as an internal document available to the Company's directors, officers, and compliance personnel.

While the Company is not subject to a mandatory regulatory regime requiring a conflicts of interest policy, the Company has adopted this Policy in line with best practices observed among leading international brokers and in the spirit of the International Business Companies Act, Cap. 12.14 of Saint Lucia and general principles of good commercial conduct.

The Company recognises that maintaining client trust requires not only the management of actual conflicts, but also the management of perceived conflicts and the appearance of impartiality. This Policy applies to the Company itself, its directors, officers, employees, contractors, and introducing brokers.

2. WHAT IS A CONFLICT OF INTEREST?

A conflict of interest exists when the Company's own interests, or the interests of a person associated with the Company, may compete with or adversely affect the interests of a client. Conflicts can arise in three dimensions:

• Company vs. Client: The Company has a financial or other interest that differs from the client's interests;
• Client vs. Client: The interests of one client conflict with those of another client;
• Employee vs. Client: An employee's personal interests (financial, personal, or otherwise) conflict with those of a client.

3. IDENTIFIED CONFLICTS OF INTEREST

The Company has conducted a comprehensive review of its business activities and has identified the following categories of conflicts. For each conflict, the nature of the conflict and the measures used to manage it are described.

3.1 Market Maker Model — Principal Counterparty

Nature of conflict — HIGH SIGNIFICANCE:

The most fundamental conflict of interest in the Company's business model is that the Company acts as a principal (market maker) and is the direct counterparty to every client trade. When a client profits from a trade, the Company suffers a corresponding loss from that trade. When a client incurs a loss, the Company realizes a corresponding gain. This is an inherent and unavoidable structural conflict.

How the Company manages this conflict:

• Full disclosure of the Company's market maker model in the Client Agreement (Section 3.3), Terms and Conditions (Section 5.2), Risk Disclosure (Section 6), and Order Execution Policy;
• Pricing is derived from external reference market data from established liquidity providers and is not adjusted selectively for individual clients;
• The Company maintains a hedging strategy at the aggregate book level to manage its net market exposure — hedging decisions are not made on a per-client basis;
• The Company does not engage in practices specifically designed to trigger individual client stop-loss orders;
• Spreads are disclosed on the Trading Platform and on the Company's website, with no hidden mark-up applied to specific clients;
• The Company's revenue model is based on spread income across its aggregated client book, not on individual client losses.

Residual conflict and disclosure: This conflict cannot be fully eliminated. By accepting the Client Agreement and these Terms, all clients acknowledge and accept the market maker model and the inherent conflict it creates.

3.2 Bid/Ask Spread Pricing

Nature of conflict — MEDIUM SIGNIFICANCE:

The Company determines the bid and ask prices quoted to clients on the Trading Platform. These prices include the Company's spread, which represents the primary source of trading revenue. The Company benefits financially from wider spreads; narrower spreads benefit clients. The Company therefore has an incentive to widen spreads, particularly during periods of volatility when clients are most active.

How the Company manages this conflict:

• Standard spreads are published on the Company's website and are fixed for each instrument category under normal market conditions;
• Spreads may widen during periods of reduced liquidity or high volatility (as disclosed in the Order Execution Policy) — this reflects real market conditions, not selective widening;
• The Company does not selectively apply different spreads to individual clients based on their trading profitability or expected behaviour;
• Changes to the standard spread structure are communicated to clients in advance where possible;
• The Company's spread pricing is monitored by the Compliance Officer to detect any anomalous patterns.

3.3 Hedging and Risk Management Decisions

Nature of conflict — MEDIUM SIGNIFICANCE:

As a market maker, the Company may choose to hedge part or all of its aggregate client book exposure by transacting with external liquidity providers. The decision of when and how much to hedge is made by the Company's risk management team and is influenced by the Company's own risk appetite and financial position.

A potential conflict arises if the Company's hedging decisions are influenced by knowledge of specific large client positions — for example, if the Company delays hedging until after a large client position is closed, potentially profiting from the client's position.

How the Company manages this conflict:

• Hedging decisions are made at the aggregate portfolio level and are based on the Company's net exposure across all clients, not on the positions of individual clients;
• Hedging decisions are not communicated to client-facing staff;
• The risk management team is separate from the client services team with information barriers between them;
• The Compliance Officer reviews hedging decisions periodically to ensure they are consistent with this Policy.

3.4 Introducing Broker and Affiliate Commissions

Nature of conflict — MEDIUM SIGNIFICANCE:

The Company pays commissions to Introducing Brokers (IBs) and marketing affiliates who refer clients to the Company. These commissions may be structured as: a one-time fee per funded account, a revenue-share based on the spread revenue generated by referred clients, or a combination of both. This creates an incentive for IBs to encourage clients to trade as frequently and in as large a size as possible, regardless of whether such trading is in the client's interest.

How the Company manages this conflict:

• IB Agreements contain explicit prohibitions against: making misleading representations about the Company's services, regulatory status, or expected returns; pressuring clients to deposit or trade; providing investment advice without authorization;
• IBs must not represent to clients that the Company is regulated or licensed in any jurisdiction where it is not;
• The Company monitors IB-referred client activity for patterns suggesting inappropriate incentivisation (e.g., unusually high trading volumes, abnormal deposit patterns, high complaint rates from IB-referred clients);
• All clients introduced by IBs have the same right of access to the Company's complaint procedure and are subject to the same terms and protections as directly acquired clients;
• The existence of IB relationships and the fact that the Company pays referral commissions is disclosed in the Client Agreement and these Terms;
• The Company does not disclose specific IB commission rates to clients, but discloses the existence of commission arrangements.

3.5 Employee and Director Personal Account Dealing

Nature of conflict — MEDIUM SIGNIFICANCE:

Employees and directors of the Company may hold personal trading accounts on the Company's platform or trade in related instruments (FX, CFDs, commodities, indices) through third-party platforms. This creates the potential for conflicts including:

(a) Employees front-running client orders with personal trades;

(b) Employees using information about client order flow or aggregate positions to benefit their personal accounts;

(c) Employees providing preferential execution or service to clients whose trading benefits the employee personally.

How the Company manages this conflict:

• The Company's Personal Account Dealing Policy restricts employee personal trading as follows:
• Employees with access to client order information are prohibited from trading in instruments based on that information for personal gain;
• Employees must pre-clear personal trades in excess of 10,000 with the CO;
• Employees must disclose all personal trading accounts to the CO;
• Employees may not take personal positions in the same direction as a specific known large client order immediately before that order is executed;
• The Company's Code of Conduct requires all employees to avoid actual and perceived conflicts between their personal interests and their duties to the Company and its clients;
• Violations of the Personal Account Dealing Policy are treated as serious disciplinary matters.

3.6 Managed Account Services

Nature of conflict — HIGH SIGNIFICANCE (where applicable):

Where the Company or its affiliates offer managed account services (discretionary portfolio management), the manager exercises trading discretion over a client's account. This creates significant potential conflicts including:

(a) Churning: The manager executing excessive trades to generate commissions at the client's expense;

(b) Self-dealing: The manager directing trades to benefit their own positions or affiliated entities;

(c) Allocation: Where the manager manages multiple accounts, allocating profitable trades to favoured accounts and losses to others;

(d) Performance fee conflicts: Where performance fees are charged, the manager may take excessive risk to achieve the performance threshold.

How the Company manages this conflict:

• Managed account services, where offered, are subject to separate written agreements with explicit terms including: fee structure (including all performance fees), investment mandate and risk parameters, reporting obligations, and client termination rights;
• Managed account terms are disclosed to clients in advance of account opening;
• The Company does not currently actively market managed account services to retail clients;
• Where managed account services are offered, the Compliance Officer maintains heightened oversight of account activity;
• The Company's Articles of Association (Art. 2) permit managed accounts as a business activity, but this service is restricted from being marketed to Brazilian clients and to clients in jurisdictions where such services require additional licensing.

3.7 Conflicts Involving the Company's Registered Agent and Legal Advisers

Nature of conflict — MEDIUM SIGNIFICANCE:

The Company's registered agent in Saint Lucia (Fortgate Offshore Investment and Legal Services Ltd., represented by Tonjaka Ewart Hinkson) also provided the legal opinion on the Company's regulatory status. This creates a conflict of interest as the registered agent has a commercial interest in the Company's continued operation and may not provide fully independent legal advice.

How the Company manages this conflict:

• For matters of material legal significance — including responses to any regulatory inquiry, significant litigation, or formal legal opinions relied upon by clients or counterparties — the Company will obtain an independent legal opinion from a law firm with no commercial relationship to the Company;
• This disclosure is made in the public interest and in the spirit of transparency.

3.8 Conflicts Between Different Clients

Nature of conflict — LOW SIGNIFICANCE:

As a market maker, the Company may find itself in a position where satisfying one client's order conflicts with or adversely affects another client (e.g., if two clients are holding opposite large positions and one requests execution in a thin market). The Company may also have information about aggregate client positions that could theoretically inform its market-making decisions.

How the Company manages this conflict:

• The Company applies consistent pricing and execution across all clients within the same account type;
• Client-specific position information is not shared between client service teams;
• Order execution is automated and applied consistently based on published order execution parameters.

4. CONFLICT MANAGEMENT MEASURES — SUMMARY

5. RESIDUAL CONFLICTS AND MANAGEMENT BY DISCLOSURE

Where a conflict of interest cannot be fully mitigated by the measures described above, the Company's approach is management by disclosure. This means the Company will clearly and sufficiently disclose the nature of the conflict to the client before the relevant service is provided, enabling the client to make an informed decision.

The market maker model (Section 3.1) is the primary example of a conflict managed primarily by disclosure rather than elimination.

6. HOW TO REPORT A CONFLICT OF INTEREST CONCERN

If you believe that a conflict of interest has affected or is affecting the service you receive from the Company, you should:

• Contact the Compliance Officer directly at compliance@vorumcapital.com;
• If unsatisfied with the response, follow the formal complaint procedure as described in the Complaints Handling Procedure;