REGULATION ON CONFLICTS OF INTEREST

SECTION I.- Introduction

The purpose of this Regulation is to establish the guidelines that will govern the actions of Ecrowd Invest Plataforma de Financiación Participativa, S.L. (hereinafter, “Ecrowd”), in its capacity as a Crowdfunding Service Provider (PSFP). This includes its management bodies and employees, who will adhere to the rules of conduct stipulated in this Regulation, in compliance with the provisions of article 8 of REGULATION (EU) 2020/1503 of the European Parliament and of the Council, of October 7, 2020, which refers to European crowdfunding providers.

This Regulation has been prepared and approved under the principles of neutrality and diligence, in order to promote transparency and protect, at all times, the legitimate interests of investors and promoters in accordance with the requirements provided for in the aforementioned regulations.

As a PSFP, Ecrowd assumes the responsibility and commitment to act with the utmost diligence and transparency in its activities, minimizing as much as possible the risks of conflicts of interest. At all times, the current legislation affecting the specific activities of the Company within the framework of these Regulations will be complied with.

SECTION II - SCOPE AND STRUCTURE OF CONTROL AND COMPLIANCE

1. Subject Persons

1.1. This Regulation is applicable to those individuals, referred to as "Covered Persons". These include the directors of Ecrowd, the partners who control at least 20% of the capital or voting rights, the directors, the employees and any other person, whether natural or legal, who is related to said partners, directors or employees through a control relationship.

For the purposes of this Regulation, a control relationship shall be understood as a relationship between a parent company and a subsidiary under the terms referred to in Article 22, paragraphs 1 and 2, of Directive 2013/34/EU, or an equivalent relationship between a person (natural or legal) and an undertaking. It is also understood that a subsidiary of another subsidiary shall also be considered a subsidiary of the parent company that heads the group.

The scenarios contemplated in Article 22 of Directive 2013/34/EU include situations where the parent company:

• Holds the majority of the voting rights of the shareholders or partners of another company (subsidiary);

• Has the right to appoint or dismiss the majority of the members of the board of directors or management body, while also being a shareholder or partner of that company;

• You have the ability to exercise decisive influence over another company (subsidiary) of which you are a shareholder or partner, either through a contract or the articles of association of that company, provided that the legislation applicable to the subsidiary allows such a provision;

• You are a shareholder or partner of a company, and:

o The majority of the members of the board of directors, management or supervisory board of that company (subsidiary) have been appointed exclusively by exercising their voting rights during the current or previous financial year, or

o You control, through an agreement with other shareholders or partners, the majority of the voting rights of that company (subsidiary). Member States may impose more specific regulations on these agreements.

1.2. The Subject Persons shall be aware of the regulations applicable to their area of ​​activity, in order to comply with them and collaborate in the implementation of this Regulation.

2. Control Body

2.1. The Control Body will be managed by the Ecrowd management body, in collaboration with the legal department. Their duties will include:

• Ensuring compliance with the rules of the Conflict of Interest Regulation.
• Ensuring strict compliance with Article 8 of Regulation (EU) 2020/1503.
• Maintaining the Register of Subject Persons.
• Supervising the protection of Confidential Information, as established in the Conflict of Interest Regulation.
• Resolving queries from Subject Persons regarding the rules of the Regulation.

Subject Persons must comply with requests from the Control Body to ensure compliance with the rules and obligations contained in these Regulations.

2.2. Except in cases where the obligation to use a signed letter is specifically indicated, all other communications provided for in this Code of Conduct, which Subject Persons or other interested parties must send to the Control Body (CB), may be made in writing by email, fax or any other means that guarantees confirmation of receipt.

2.3. To ensure adequate control of the persons to whom this Regulation applies, the Control Body will maintain a Register of Subject Persons. This register must be updated both when a new person is incorporated and when the reason for which they were included in the register changes. In addition, it must be reviewed at least once a year.

2.4.- The Register must include the identity of each person, the reason for which they were registered and the date of their incorporation. Any person who is to be registered must be informed in advance, and will be given a copy of this Regulation, indicating the obligation to read it and comply with it.

2.5.- The Control Body will have the Register available to the authorities, together with the communications and declarations mentioned in section 2.2 above and will be responsible for preparing an annual report that evaluates the degree of compliance with the Regulation in the areas of its competence.

3. Loss of the status of Person Subject to the Conflict of Interest Regulation.

3.1. The status of Person Subject to the Ecrowd Conflict of Interest Regulation will automatically expire in the following circumstances:

> The termination of the corporate relationship (whether as a partner or director), employment or provision of services with Ecrowd

> The disassociation of any natural or legal person connected to those partners, directors or employees by means of control.

This includes the relationship between a parent company and a subsidiary under the assumptions contemplated in article 22, sections 1 and 2, of Directive 2013/34/EU, or in similar relationships between a natural or legal person and a company. This change will occur automatically and will not require prior communication.

3.2. The loss of this status will only imply the termination of the obligations related to the status of being a Subject Person, without affecting other responsibilities derived from the regulations applicable to PSFPs.

SECTION III - OPERATIONS CARRIED OUT BY PERSONS SUBJECTED TO THE PROPERTY AND CONFLICT OF INTEREST

4. Operations on own account
4.1. Definition

Operations on own account are considered to be those that the Subject Persons carry out with their own assets and that are related to the platform.

4.2. Restrictions on participation in projects and obligation to report

4.2.1. In general, Ecrowd may not intervene in the projects published on its website, nor accept as promoters the Subject Persons or any natural or legal person with whom they maintain a relationship of control.
This restriction also extends to their spouses, cohabiting partners in a similar emotional relationship, as well as direct relatives up to the second degree by consanguinity or affinity.

4.2.2. Subject Persons may only invest in projects offered by Ecrowd if appropriate measures are implemented to avoid conflicts of interest and it is guaranteed that they do not receive preferential treatment or have access to confidential information about the projects.

To ensure this, Ecrowd will publish on its website information about Subject Persons or related parties that have been authorized as investors. This information will include the specific crowdfunding projects in which they have invested.

Situations that may generate or represent a conflict of interest that may harm the interests of investors and promoters will be identified, and the mechanisms for preventing and resolving conflicts described in section 5 of these Conflict of Interest Regulations will be applied.

4.2.3. Ecrowd may also not get involved in projects published by other PSFP platforms.

5. Conflict of Interest
5.1. Definition

A conflict of interest will be considered to exist when at least two opposing interests converge in the same person or decision-making area, which may affect the impartiality, objectivity and diligence with which a service or operation is provided within Ecrowd.

5.2. Potential Conflicts of Interest

5.2.1. To identify potential conflicts of interest, the following situations in which the Subject Persons may find themselves will be considered, by way of example and not exhaustively:

• When they carry out activities, either personally or for third parties, that imply effective or potential competition with Ecrowd.

• When they use the company's name to inappropriately influence the execution of private transactions.

• When confidential information of the company is used for private purposes.

• When they have financial or other incentives that lead to favoring the interests of investors or promoters over other investors or promoters.

• When they receive, or have the expectation of receiving, some type of incentive from a third party related to a service provided to the investor or promoter, whether in money, goods or services, other than the usual remuneration for said service.

5.2.2. Conflicts of interest may also arise due to family, professional, economic or other relationships, or as a result of holding a specific position within Ecrowd

5.2.3. To determine whether there is a conflict of interest related to the Subject Persons, the Control Body will periodically carry out assessments of them in light of the circumstances to which they are subject in order to identify situations that may generate conflicts of interest.

5.2.4. Persons Subject to this Regulation are prohibited from making personalized recommendations to investors about the projects published on the Ecrowd Platform.

5.3. Prevention of Conflicts of Interest

5.3.1. In order to control possible conflicts of interest, the Subject Persons must inform the Control Body of any situation that may generate a conflict before carrying out the corresponding operation.

5.3.2. Among the situations to be considered, without being exhaustive, are:

• Family relationships: These include the spouse or common-law partner, ascendants, descendants, siblings and their respective spouses or common-law partners.

• Economic relationships: When any of the Subject Persons has a significant stake in the capital of an Investor or Promoter or holds a management or senior management position in its structure.

5.3.3. Ecrowd will take all necessary measures to prevent, detect, manage and communicate conflicts of interest between its partners, directors or employees, or any person linked to them by control, as defined in Directive 2014/65/EU.

5.3.4. If as a result of its control and monitoring work the Control Body detects a situation of conflict of interest, it will inform the investors and promoters who may be affected about the nature and origin of the conflicts of interest, as well as about the measures adopted to mitigate their impact. This information will be visible in a prominent place on the provider's website.

5.3.5. The information will be communicated:

• On a durable medium.

• With the necessary level of detail, taking into account the characteristics of the promoter or investor, so that they can make an informed decision about the service in which the conflict of interest arises.

After receiving this communication, the promoter and/or investor must decide whether to continue with the service affected by the conflict of interest and, if so, must notify Ecrowd in writing.

6. Non-compliance with the Conflict of Interest Regulations

Compliance with the rules contained in this Regulation will be an obligation assumed by the Subject Persons from the moment they acquire such status, in accordance with the provisions of section 1.

Failure to comply with the provisions of this Regulation will entail the application by Ecrowd of disciplinary measures in accordance with current legislation, without prejudice to the civil and/or criminal liabilities that may arise.

7. Applicability and entry into force

These Regulations are applicable from the date of their approval and prevail over any provisions of the Platform, in particular those relating to the prevention and control of conflicts of interest within Ecrowd.