BIBA HOMSY / HOMSY LEGAL Regulatory Strategy & Crypto/Financial Services Expert (ex FINMA) (Regulatory Advisory Memorandum) I. Systemic Role within SwissChain Architecture Biba Homsy, through her boutique firm Homsy Legal, acts as SwissChain’s senior regulatory and compliance strategist, providing an expert external view on how the overall SwissChain architecture fits within Swiss, EU and international regulatory expectations for crypto and financial services activities. She does not manage day to day documentation like OA Legal, but instead reviews the global setup—tokenised equity, use of regulated partners (banks, EMIs, custodians, KYC/AML providers), Travel Rule and MiCA exposure—to identify any licensing, conduct of business or cross border risks and to suggest mitigations. In SwissChain’s stack, she is the person you can point to when a bank, auditor, exchange or investor asks: “Has this architecture been challenged and stress tested by someone who used to sit on the regulator side?” Her role is to validate and, where needed, tighten the regulatory narrative around SwissChain’s non licensed status, reliance on regulated partners and compatibility with emerging frameworks (MiCA, CARF, Travel Rule, global AML standards). II. Profile and Regulatory Credentials Biba Homsy is a lawyer admitted in Switzerland and Luxembourg, founder of Homsy Legal (Geneva & Luxembourg), and has been active in the blockchain and crypto space since 2015. Before founding her firm, she: • Headed teams at the Swiss regulator FINMA for five years, specifically in international cooperation and enforcement, acting as point of contact for regulators such as the US SEC, US DoJ, OFAC and the UK FCA. • Served as Chief Compliance Officer at a major bank (Credit Suisse) for Luxembourg and its European branches (France, Portugal, Ireland, Austria, Netherlands), overseeing a team of about 40 people and handling financial crime, client onboarding, regulatory implementation (MiFID II, GDPR, MAR II, PSD2) and liaison with boards and regulators. She is recognised internationally as a regulatory and crypto expert: • Identified as one of the 30 global crypto experts by the World Economic Forum to support its digital assets work. • Serves as national expert on Blockchain & AI in ISO and participates in IOSCO and other international forums on digital asset regulation. • Regularly speaks at high level events (Point Zero Forum, IOSCO seminars, Paris Blockchain Week) and lectures at universities on compliance, AML and FinTech. This combination—former FINMA, ex bank CCO, now independent counsel focused on crypto—makes her particularly credible when SwissChain needs to defend its regulatory positioning to sophisticated counterparts. III. Advisory Scope for SwissChain For SwissChain, Homsy Legal’s mandate focuses on regulatory architecture and assurance, not on routine transaction work. Typical contributions include: • Regulatory mapping and “no licence” comfort: Analysing SwissChain’s operating model (holding company, operating subsidiaries, tokenised equity, use of regulated partners like InCore, Maerki, Fiat Republic, DFNS, Scrypt, Sumsub, Notabene) and confirming under which circumstances SwissChain does not need its own financial services licence under Swiss or EU rules, and where guardrails (e.g. no direct client custody, no direct payment services) are necessary. • MiCA / EU perimeter assessment: Given her Luxembourg and EU background, advising on whether any of SwissChain’s activities—or the activities of EU facing subsidiaries—could trigger MiCA licensing (e.g. as a crypto asset service provider) or other EU financial services requirements, and how to structure distribution and marketing to avoid unwanted licensing in the EU. • AML / Travel Rule / CARF expectations: Reviewing how Sumsub, Notabene and Fiat Republic are deployed, and how SwissChain documents its AML framework, to ensure expectations of banks, EMIs and trading venues are met; monitoring developments like CARF (OECD Crypto Asset Reporting Framework) and advising on their impact. • Regulatory communication strategy: Helping shape how SwissChain explains its model to banks’ compliance teams, BX Digital’s listing committees and auditors, using language and risk arguments that she knows regulators and CCOs respond to. In practice, this results in regulatory memos and deck comments that you can attach to your institutional documentation and share (under NDA) with key stakeholders to show that the architecture has been vetted by a former regulator. IV. Risk Mitigation and Institutional Comfort Her involvement mitigates several important risks: • Regulatory blind spots: As a former FINMA head of international cooperation and a bank CCO, she is well placed to catch issues that a purely transactional lawyer might miss (e.g. cross border distribution pitfalls, group level AML expectations, subtle triggers for licensing). • Bank and exchange comfort: When Maerki Baumann, InCore, BX Digital or other partners examine SwissChain’s structure, being able to reference an external review by a recognised regulatory expert makes it easier for their compliance and risk teams to sign off. • Forward looking alignment: Her involvement in organisations like the WEF, ISO and IOSCO gives her early insight into how digital asset regulation is evolving globally, which helps SwissChain design a structure that will still make sense in 2–3 years, not just at listing. Residual risks are mainly practical (her time is limited, and she is not a full time in house compliance officer), but these are mitigated by clearly defining her deliverables (high impact memos and reviews) and letting OA Legal and other local firms handle day to day documentation.