Code of Ethics and Conduct

1. Purpose of the Code

This Code of Ethics and Conduct (hereinafter the “Code”) sets forth the fundamental principles that guide the operations of YouHodler Italy S.r.l. (hereinafter, “YouHodler” or the “Company”). The Code does not claim to comprehensively regulate every possible operational situation, as it cannot foresee all circumstances that may arise in the course of business activities.

The Code constitutes a common and binding framework designed to guide the decisions and conduct of all those who work for or on behalf of YouHodler, promoting integrity, responsibility, transparency, and awareness, including those in senior and governance roles.

In particular, the Code:

1. defines the Company’s rights, duties, and responsibilities toward customers, investors, partners, suppliers, competent authorities, and any other stakeholders with whom it maintains relationships;
2. establishes the principles and guidelines for verifying the consistency of processes and operational activities with the Company’s ethical values, as well as the system of consequences applicable in the event of a violation.

The Code supplements and does not replace the provisions contained in internal policies, corporate regulations, and operational procedures in effect from time to time. The Code defines the general principles of conduct, while internal policies and procedures govern their operational implementation. In the event of a conflict between internal documents, the provisions contained in sector- or function-specific policies shall prevail.

The Code contributes to the implementation of the principles of corporate responsibility and sound and prudent management, recognizing that individual decisions can have direct or indirect impacts on the economic, social, technological, and regulatory ecosystem in which YouHodler operates, thereby also affecting the Company’s reputation, regulatory compliance, and risk management profile.

2. General Principles

2.1 Definition of Ethical Conduct

Ethical conduct refers to all behavior based on compliance with applicable regulations in the countries where YouHodler operates, as well as the principles of fairness, integrity, and responsibility that guide the conduct of business activities.

This definition includes conduct that ensures respectful and professional relationships with colleagues, customers, and any other stakeholders, as well as the adoption of informed decisions that adequately take into account the legitimate interests of the various parties involved.

Ethical conduct also implies the utmost transparency and diligence in the performance of activities, the protection of the Company’s reputation, and constant attention to risk management, including regulatory, operational, and reputational risks.

2.2 Core Values

YouHodler bases its operations on a set of values that serve as a constant guide for every business decision.

In particular, the Company promotes:

• integrity: consistency between stated principles and actual conduct, with a rejection of any practice that does not comply with ethical and regulatory standards;
• transparency: clear, complete, and accurate communication with customers, partners, and competent authorities, within the limits of confidentiality and security requirements;
• reliability: a constant commitment to building trust with customers, partners, authorities, and the market, based on operational soundness, risk management, and fulfillment of commitments;
• impartiality and fairness: prevention of any form of discrimination or conflict of interest and assurance of fair treatment based on objective criteria;
• operational excellence: continuous improvement of processes, a focus on technological innovation, and efficient use of resources, with particular emphasis on the quality of services offered in a rapidly evolving fintech environment.

2.3 Applicability of the Code

This Code applies to all individuals who act, in any capacity, on behalf of or in the interest of YouHodler, including:

• members of corporate bodies;
• executives, employees, and contractors;
• consultants and suppliers, outsourcers, and business partners;
• customers, within the scope of their contractual relationships with the Company.

All recipients are required to be familiar with the Code and to ensure that their conduct complies with the principles set forth therein.

In situations not expressly covered by the Code, each individual is required to adopt a prudent and informed approach, verifying in particular compliance with applicable regulations, consistency with the principles of the Code, alignment with the interests of customers and relevant stakeholders, an understanding of the risks and possible consequences, as well as the sustainability of the decision from the perspective of reputation and transparency.

If interpretative or operational doubts remain, it is mandatory to consult the Compliance function in advance before proceeding.

Compliance with the Code is an integral part of the contractual obligations of employees and collaborators; its violation may result in the application of disciplinary and contractual measures, up to and including termination of employment and a potential claim for damages.

2.4 Evolution of the Code

The Code is a dynamic document subject to periodic review. It may be updated to reflect changes in the legal and regulatory framework, shifts in the technological and market landscape, as well as the experience gained by the Company in the conduct of its business.

2.5 Communication and Dissemination

The Code is made available to all recipients through company channels and, where necessary, by publication on the Company’s official website.

Upon the establishment of the relationship, each recipient receives adequate information regarding the Code and reviews it as an integral part of their employment contract or collaboration agreement.

YouHodler also promotes periodic training initiatives aimed at ensuring knowledge of the Code and the dissemination of the principles of ethical conduct and compliance within the organization.

3. Applicable Regulations

YouHodler conducts its business in compliance with applicable national, European, and international regulations, adopting organizational controls and internal procedures designed to ensure regulatory compliance, operational integrity, and the protection of stakeholders.

In particular, the Company operates taking into account, among other things, the principles and provisions contained in the following legislative and regulatory sources, where applicable:

• Directive (EU) 2018/843 of the European Parliament and of the Council of May 30, 2018 (“5th Anti-Money Laundering Directive”);
• Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (“GDPR”);
• Regulation (EU) 2023/1114 of the European Parliament and of the Council of May 31, 2023 (“MiCAR”);
• Directive (EU) 2019/1937 on the protection of persons reporting breaches of Union law (“Whistleblowing Directive”);
• Legislative Decree No. 24 of March 10, 2023, implementing the Whistleblowing Directive;
• Regulation (EU) 2022/2554 of the European Parliament and of the Council of December 14, 2022, on digital operational resilience for the financial sector (“DORA”);
• Regulation (EU) 2023/1113 of the European Parliament and of the Council of May 31, 2023, on information accompanying transfers of funds and certain crypto-assets (“TFR”).

4. General Rules of Conduct

Every individual’s conduct directly contributes to YouHodler’s credibility, reputation, and reliability. For this reason, all recipients of this Code are required to conduct themselves in a manner consistent with the principles of integrity, responsibility, fairness, and transparency that characterize the Company’s operations.

In carrying out their duties, each recipient is expected to act with professionalism, diligence, and a sense of responsibility, contributing to the protection of the interests of the Company, its clients, and other relevant stakeholders.

Every recipient of the Code must avoid conduct that could undermine market confidence, the Company’s reputation, or the ability to act in the best interests of clients in an objective and independent manner

4.1 Legality

Compliance with laws, regulations, and provisions issued by competent authorities is a fundamental and non-negotiable principle of YouHodler’s operations.

Each recipient is responsible for acquiring and maintaining an adequate level of knowledge of the regulations applicable to the activities within their purview, including the internal provisions adopted by the Company.

Conduct that violates applicable laws or that exposes the Company to legal, regulatory, reputational, or sanction-related risks is not tolerated. No business interest, commercial objective, or economic advantage can justify conduct that does not comply with the law or the principles of this Code.

4.2 Integrity, Fairness, and Prevention of Illegal Acts

YouHodler requires that all activities be conducted in accordance with the principles of loyalty, fairness, good faith, and transparency.

In particular, the Company requires:

• strict compliance with applicable internal and external regulations;
• full compliance with anti-money laundering and counter-terrorist financing (AML/CFT) provisions;
• the traceability of transactions and the proper retention of relevant documentation;
• a prohibition on establishing or maintaining relationships with individuals involved in, or suspected of involvement in, illegal activities;
• the prevention of any form of fraud, manipulation, market abuse, or misuse of information;
• the prevention of corruption, whether direct or indirect, in any form;
• compliance with the Company’s best practices for governance and compliance.

4.2.1 Conflicts of Interest and Personal Activities

YouHodler implements organizational controls and internal procedures designed to identify, prevent, manage, and, where necessary, disclose conflicts of interest that may arise in the course of its activities.

All recipients of this Code are required to act in the best interests of the Company and its clients, avoiding situations in which personal, professional, or financial interests may interfere, even potentially, with the impartial performance of their duties.

The Company has adopted a Conflict of Interest Policy, a Policy on Personal Transactions, and a Policy on External Professional Activities, with which recipients are required to comply.

In particular:

• personal transactions carried out by relevant persons must be conducted in compliance with applicable regulations, including provisions regarding market abuse and the use of inside information; 
• it is prohibited to use confidential information or information obtained in the course of one’s work for personal purposes or to secure undue advantages for oneself or third parties; 
• any assignments, outside professional activities, or financial interests that could give rise to conflicts of interest must be disclosed in advance and authorized in accordance with applicable company procedures. 

4.2.2 Compensation and Incentives

YouHodler has adopted a Compensation Policy consistent with the principles of sound and prudent management, customer protection, and the objectives of regulatory compliance and risk management.

The Company’s compensation structure is designed to avoid incentives that could favor personal or corporate interests at the expense of customers or market integrity.

The remuneration and incentive systems applicable to employees, members of corporate bodies, and any parties involved in the provision of outsourced services take into account not only quantitative or commercial objectives but also qualitative criteria, including compliance with applicable regulations, the quality of services provided, fairness toward customers, and adherence to internal procedures.

4.2.3 Gifts, Hospitality, and Other Benefits

YouHodler adopts an approach based on transparency, fairness, and proportionality in the management of gifts, hospitality, benefits, or other advantages.

It is prohibited to offer, promise, request, or accept improper benefits that could unduly influence independent judgment, professional conduct, or business decisions.

The Company governs these matters through its Policy on Gifts, Incentives, and Hospitality, which sets forth limits, monetary thresholds, authorization requirements, and conduct standards applicable to the recipients of this Code.

Any gifts or forms of hospitality may be accepted or offered only if:

• they comply with applicable laws and company procedures; 
• they fall within the scope of normal professional courtesy; 
• they are of modest value and are not likely to compromise the Company’s independence, impartiality, or reputation.

4.3 Transparency, Confidentiality, and Protection of Information

YouHodler considers transparency an essential element in building relationships of trust with customers, partners, authorities, and the market. At the same time, protecting the confidentiality of information is a fundamental safeguard for the security and integrity of the Company’s operations.

The Company therefore commits to ensuring:

• accurate, clear, complete, and non-misleading communications;
• the protection of personal data and sensitive information in compliance with applicable regulations;
• controlled management of proprietary, strategic, or confidential information.

Information relating to the Company, customers, business partners, and suppliers must be treated with the utmost confidentiality and may not be disclosed, shared, or used for purposes other than those authorized.

Confidentiality obligations remain in effect even after the termination of the relationship with the Company.

Communications with the media, public statements, and posts on social media channels regarding the Company, its services, customers, or partners are restricted to those company departments expressly authorized to do so. Those subject to this Code shall refrain from making statements or publishing content that could be related, even indirectly, to the Company without prior authorization, in accordance with company policies on external communications and the use of social media.

It is prohibited to use confidential or privileged information for personal gain or to confer benefits on third parties. Conduct constituting insider trading, market manipulation, or the misuse of privileged information is also prohibited, in accordance with applicable regulations governing crypto-assets and financial markets, including the provisions of the MiCAR Regulation and the Company’s Market Abuse Policy.

Any violation, suspected violation, or misuse of information must be promptly reported to the Compliance function through the appropriate corporate channels.

4.3.1 Cybersecurity and Digital Operational Resilience

The Company recognizes the security of information systems and digital operational resilience as essential safeguards for the protection of clients, market integrity, and managed assets, in accordance with Regulation (EU) 2022/2554 (“DORA”) and applicable cybersecurity regulations.

YouHodler implements appropriate technical and organizational measures to prevent, detect, and manage cybersecurity incidents, cyberattacks, unauthorized access, and the loss or alteration of data and crypto-assets, as well as to ensure the operational continuity of services.

All recipients are required to use company systems, credentials, devices, and tools in accordance with the cybersecurity policies adopted by the Company, to protect login credentials, to refrain from installing unauthorized software, and to promptly report any incident, anomaly, or suspected security breach to the appropriate company channels.

4.4 Equity, Inclusion, and Employee Protection

YouHodler recognizes the value of people as central to its development and promotes a work environment based on respect, inclusion, safety, and the development of skills.

The Company does not tolerate any form of discrimination, exploitation, intimidation, or behavior that undermines personal or professional dignity.

In particular, YouHodler:

• ensures equal opportunities in recruitment, professional growth, training, and career development;
• values skills, merit, and individual contributions based on objective and transparent criteria;
• promotes an inclusive work environment that respects diversity;
• protects the health and safety of workers, fostering a culture of prevention and risk awareness;
• does not tolerate any form of irregular employment, exploitation, or child labor.

The Company actively promotes gender equality at every stage of working life, ensuring equal opportunities for access, professional growth, training, compensation, and career development, without any direct or indirect discrimination based on gender. Decisions regarding recruitment, role assignment, performance evaluation, and career advancement are based exclusively on objective, transparent, and merit-based criteria, taking into account skills, experience, and individual contributions. 

The Company is also committed to fostering an inclusive work environment that values diversity and removes any cultural, organizational, or behavioral barriers that may hinder the full participation and advancement of all individuals.

The Company does not tolerate any form of harassment, intimidation, abuse, or behavior that undermines personal or professional dignity. The following are considered unacceptable, by way of example but not limited to: sexual harassment, offensive verbal or physical conduct, persecutory or humiliating behavior, as well as any form of undue pressure or a hostile work environment. 

All recipients are required to contribute to maintaining a professional environment based on mutual respect and to promptly report any conduct contrary to the principles of this Code through the appropriate company channels, including whistleblowing channels where applicable. 

4.5 Responsibility and Sustainability

YouHodler conducts its business in accordance with the principles of sound and prudent management, responsible innovation, and long-term sustainability.

The Company operates by pursuing its economic objectives in compliance with applicable regulations, the protection of stakeholders, and proper risk management, while also taking into account the social, technological, and environmental impact of its activities.

In particular, YouHodler:

• protects its reputation, reliability, and operational integrity;
• promotes sustainable and responsible growth models, integrating environmental, social, and governance (ESG) criteria into strategic and operational decisions;
• adopts measures aimed at limiting the environmental impact of its activities, including by taking into account the energy consumption associated with the technological infrastructure used and blockchain protocols;
• fosters the development of innovative services in line with high standards of security and compliance;
• supports the development of the markets and communities in which it operates.

4.6 Relations with Third Parties

Relationships with customers, suppliers, business partners, consultants, authorities, and other stakeholders must be based on fairness, transparency, professionalism, and mutual respect.

The selection of suppliers and partners is based on objective criteria of quality, reliability, security, reputation, and economic sustainability.

Communications to customers must be clear, accurate, understandable, and non-misleading, enabling informed and conscious decisions.

Relationships with supervisory authorities, public institutions, and regulators are managed in accordance with the principles of cooperation, transparency, and full regulatory compliance. No recipient may engage in conduct intended to improperly influence the decisions or activities of the competent authorities.

YouHodler recognizes the value of a free and competitive market and is committed to operating in compliance with national and European competition laws. Agreements, collusive practices, exchanges of sensitive information, or conduct likely to distort the proper functioning of the market are prohibited, as are all forms of abuse of a dominant position or unfair competition.

5. Violations of the Code

Compliance with the Code is an integral part of the contractual obligations of all recipients. YouHodler reserves the right not to establish or to terminate relationships with parties that do not comply with the ethical, regulatory, and conduct principles contained herein.

YouHodler does not engage in business with parties that violate ethical or regulatory principles.

Any violation, whether actual or alleged, must be promptly reported through the Company’s designated channels, which may include confidential procedures and, where applicable, whistleblowing mechanisms.

In accordance with the Whistleblowing Procedure adopted by the Company, YouHodler guarantees the utmost confidentiality of the whistleblower’s identity and the information received, as well as protection from any form of retaliation, discrimination, or penalization against those who make a report in good faith or cooperate with the investigation.

6. Disciplinary System

Violation of the provisions of this Code will result in the adoption of appropriate measures that are proportionate and consistent with the severity of the alleged conduct, without prejudice to the provisions of applicable law and current contractual agreements.

By way of example, such measures may include disciplinary actions ranging from suspension to dismissal of employees, up to termination of employment in the most serious cases. With regard to collaborators, suppliers, or other third parties, violations may result in the suspension or termination of the contractual relationship, as well as claims for damages.

The application of disciplinary measures is independent of any civil, criminal, or administrative proceedings and is based exclusively on criteria of proportionality, consistency, and the protection of the Company’s interests.

7. Approval, Entry into Force, and Updates

This Code has been approved by the Board of Directors of YouHodler Italy S.r.l. and enters into force on the date of approval. Any amendments and updates are approved by the same body, upon proposal by the relevant corporate departments, and communicated to the recipients through corporate channels.

The currently effective version of the Code is kept on file at the Company and made available to recipients in accordance with the procedures set forth in paragraph 2.5.
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Appendix – Risk Governance and Conduct Risk

Conduct Risk YouHodler recognizes Conduct Risk as the risk arising from inappropriate individual or organizational behavior that may cause harm to customers, compromise market integrity, result in regulatory violations, or have a negative impact on the Company’s reputation.

Escalation Framework In line with the compliance and operational resilience controls adopted, the Company has established an escalation framework for the timely management of significant events—such as, for example, cyber incidents, suspected market abuse, AML/CFT violations, data breaches, material conflicts of interest, and reputational incidents. The documented escalation procedures provide for the systematic involvement, according to their respective levels of authority, of the Compliance function, the CRO, the CEO, and the Board of Directors.

KRIs and Monitoring To ensure sound and prudent management, the Company defines and periodically monitors specific Key Risk Indicators (KRIs). These indicators are designed to promptly detect negative reputational events, violations of internal policies, operational anomalies, whistleblowing reports, and cybersecurity incidents.