Code of Conduct



1. INTRODUCTION AND SCOPE

The purpose of these Internal Rules of Conduct (“Regulations”) is to establish the rules of conduct to be observed by Lignum Capital PFP (“Lignum Capital” or “Company”), and persons subject Are defined in point 2 of this regulation) in their professional performance.

2. DEFINITIONS

For the purposes of this Regulation, the words in capital letters shall have the meaning indicated below:

Customers”: Promoters whose projects are published on the Web Platform and Investors who invest in the Projects are customers of the Company. Published in the Web Platform and through it.

Confidential Information”: Specific information (economic, strategic, technical, commercial, legal or financial) related to Projects presented to the Company, published or not in the Platform, which has not been made public, and If it is publicly disclosed, can reasonably influence the investment decisions of an average investor, or (ii) has a relevant commercial value and is not generally known in the applicable market or sector.

Investors”: means individuals or legal entities that offer financing in exchange for a cash return.

Subject Persons”: The persons subject to this Regulation are:

  1. the members of the Board of Directors of the Company, the Non-Director Secretary and the Non-Director Vice-Secretary;

  2. senior executives and executives of the Company; And

  3. employees.

The Secretary of the Board of Directors of the Company and in his absence the Deputy Secretary of the Board, will keep an updated list of Persons Subject.

Related Persons”: The following shall be considered as related persons:

  1. partners of the Company with a stake equal to or greater than 10% of the capital stock of Lignum Capital;

  2. the spouses of the Subject Persons or of the partners referred to in section (i) above or persons with whom they coexist in a similar relationship of affectivity and their relatives up to the second degree of consanguinity or affinity; And

  3. any legal entity that the Subject Persons or persons referred to in sections (i) and (ii) above control directly or indirectly.

The Secretary of the Board of Directors of the Company and in his absence the Deputy Secretary of the Board, will maintain an updated list of Related Persons.

"Responsible for Compliance": is responsible for supervising compliance with the Internal Code of Conduct and its functions are defined in point 8 of these regulations.

Web Platform”: The website that the Company manages as a participatory investment platform in order to bring in contact with Investors and Promoters.

Promoters”: Legal entities that request funding in their own name to assign it to a Project.

Projects”: The projects of participatory financing that are presented by Promoters to the Company for the purpose of its publication in the Platform.

Linked Projects”: Projects in which Subject Persons, Linked Persons or the platform itself act as Promoters.

Users

”: Persons who access the Web Platform even if they do not qualify as Customers.

3. GENERAL PRINCIPLES AND RULES OF CONDUCT

In accordance with what is established in article 60 of Law 5/2015, the Company and the Subject Persons must respect in their actions related to the activities of the Company and the Web Platform the following principles.

  1. General Principles of Conduct
    1. Principle of Neutrality

      The Company will choose the projects that are published in the Web Platform with neutrality and objectivity, according to pre-established criteria, available in the Web Platform.

    2. Principle of Diligence

      The Company undertakes to act with the diligence of an orderly merchant in the management of the Web Platform and in compliance with the obligations established in Law 5/2015. In particular, the Company will act with diligence in:

      1. the admission of the Projects;

      2. verification of the identity of the Promoter;

      3. verification of the adequacy of the Projects to the requirements established in Law 5/2015 and to the publication criteria previously determined by the Company;

    3. Transparency Principle

      The Company shall provide, through the Web Platform, information on the Company and applicable policies in relation to the Web Platform, Projects and Customers.

      The Company will make available at least the information related in article 61 of Law 5/2015.

  2. Information Principles:

    The Company will provide, through the Web Platform, information on the rights and obligations assumed by Clients when operating through the participatory financing platform. The information provided by the Company shall comply with the following requirements:

    1. Clarity:

      The information shall be presented in simple, direct and clear language. In any case, Customers and Users may request clarification and raise doubts or questions through the customer service implemented by the Company.

    2. Opportunity:

      The relevant information will be made available to Clients and Users in a timely manner. As a result, Customers and Users will have access to information about their rights and obligations before making decisions in the context of the Web Platform.

    3. Sufficiency

      The information provided will be sufficient so that Customers and Users can know in their relevant aspects all the rights and obligations they assume when operating through the Web Platform.

    4. Accessibility:

      The information will be freely accessible, free of charge and will be permanently available on the Web Platform.

    5. Objectivity:

      The information provided on the rights and obligations that the Customers assume when operating through the Web Platform will be objective.

4. POLICIES REGARDING CONFLICTS OF INTEREST AND INFORMATION

In accordance with the provisions of article 62 of Law 5/2015, the Company has established the following policy on conflicts of interest.

  1. Obligación de abstenerse en situaciones que puedan dar lugar a conflictos de interés

    The Subject Persons shall act in relation to the Company and the Web Platform independently of their own interests and, therefore, shall refrain from prioritizing their interests, on their own account Or others, to those of the Company or the Clients. Likewise, the interests of one Clients shall be disregarded over others.

    A conflict of interest shall be deemed to exist when the interests of a Subject Person, whether on their own account or on their own account, may conflict with the interest of the Company or with the Interest of the Customers in relation to their operations through the Web Platform.

    For the purposes of this Regulation, the following situations shall be deemed to give rise to a conflict of interest:

    1. Any action by Persons Subject to or bound by these Regulations that may result in obtaining a financial benefit or avoiding a loss At the Customer's expense.

    2. When the Persons Subject to or bound by these regulations act in favor of financial, personal or social incentives in order to favor the interests of third parties to the detriment of the Client's interests.

    3. When the Insured or Related Persons receive from a third party a personal or social incentive other than the usual remuneration, for the provision of a service to the Client.

    4. When the Subject and Linked Persons develop the same activity as the client.

    As part of the procedure prior to the publication of the projects, Lignum Capital will conduct an analysis on the existence of possible conflicts of interest in order to detect potential conflicts of interest due to preexisting circumstances.

    Subject Persons affected by a conflict of interest situation must observe the following rules of action

    Communication:Subject Persons must inform the Compliance Officer of any potential conflict of interest in which they may be directly involved or as a result of their relations with the compliance officer. Any doubts about the existence of a conflict of interest should be consulted with the responsible persons indicated above.

    Abstention: Subject Persons must abstain from activities that may give rise to conflicts of interest. In case of situations that give rise to conflicts of interest, Subject Persons must abstain from participating and not hinder decision-making in relation to which there is conflict.

  2. Other Prohibitions

    Persons Subject to:

    1. shall refrain from improper use or improper disclosure of Confidential Information;

    2. will not be able to make personalized recommendations to the Investors on the Projects published in the Web Platform.

5. PARTICIPATION OF THE COMPANY, SUBJECT PERSONS AND PERSONS LINKED TO PUBLISHED PROJECTS AND RELATED PROJECTS

  1. Participation of the Company, subject persons and related persons in Projects published in the Web Platform

    In accordance with the provisions of article 63.1 of the Law 5/2015, the Company may only participate in projects published in the Web Platform if the following requirements are met:

    1. Its participation may not exceed 10% of the financing objective of each Project or allow control of the company in the terms provided In article 42 of the Commercial Code.

    2. The Company will inform Investors in a clear and accessible way of the amount of its participation in each Project immediately after having adopted the investment decision.

    3. Publish in the web platform the criteria of its internal policy to decide its participation in Projects.

    The above requirements will also be applicable for the purposes of the participation of Subject Persons or Related Persons in the Projects published in the Web Platform.

  2. Publication of Linked Projects. accordance with the provisions of article 63.2 of Law 5/2015, the Company may only publish Linked Projects complying with the following requirements:
    1. That the aggregate financing objective of the Linked Projects does not exceed 10% Of the funds actually collected by all Projects published in the immediately preceding year.

    2. The Company will immediately inform the Investors in a clear and accessible way of the Linked Projects.

    The Subject Persons are obliged to communicate to the Company any participation that they or related persons have, such as Promoters in a Project that is scheduled to be published in the Web Platform, in order to determine if they qualify as Linked Projects.

6. GENERAL INFORMATION OBLIGATIONS

Lignum capital will include the following information in the Web Platform:

  1. Information on the basic functioning of the Web Platform, including how to select participatory financing projects, how it is received and It treats the information provided by the promoters and the criteria for its publication, which must be homogeneous and non-discriminatory.

  2. Warning of the risks involved in the subscription of shares, units or other securities representing capital and obligations through the Web Platform and, in any case, the risk of total or partial loss of the capital invested, The risk of not obtaining the expected monetary return and the risk of lack of liquidity of the Investment.

    In the case of financing through the issuance of shares, the risk of dilution of participation in the company, the risk of not receiving dividends and the risk of not being able to influence the management of the company will also be informed. In the case of financing through the issuance of shareholdings or other equity securities, the risk of dilution, the risk of not receiving dividends, the risk of not being able to influence the management of the company and the restrictions on Inherent in their legal regime.

  3. The warning that the Company does not have the status of an investment services company or a credit institution and that it is not affiliated with any investment guarantee fund or deposit guarantee fund.

  4. The warning that the Projects are not subject to authorization or supervision by the National Securities Market Commission or the Bank of Spain and that the information provided by the Promoter has not been reviewed by them, nor The case of issuance of securities, constitutes an informative prospectus approved by the National Securities Market Commission.

  5. The organizational measures and means adopted to minimize the risk of fraud and operational risk

  6. The procedures and means by which the Projects are invested, either by subscribing shares, shares or other securities representing capital and obligations.

  7. The rates applicable to Investors and Promoters, the contracting procedure and the form of invoicing.

  8. Measures taken to avoid conflicts of interest.

  9. Information about the procedures and systems established by which the funds of the Investors will be sent to the Promoter and for which the Investors will receive the remuneration of the capital invested, the name of the entity authorized to provide such service and Your registration number.

  10. The procedures and means for the presentation of complaints and claims by the Clients and the procedures for resolving them.

  11. Mechanisms for the continuation of all or part of the services to which it has committed in the event of termination of the Company's activity in respect of the Participatory Financing Projects that have been financed. It will also report on the consequences for the Investors and Promoters of the lack of activation of these mechanisms.

  12. The identity of the Company's auditors.

The above information will be included in an accessible, permanent, updated, free and easily visible in the Web Platform. Likewise, the information collected in sections (ii), (iii), (iv), and (vii) will be presented, in brief and simple terms, and in a place and form especially highlighted in the home page, under a Heading "Customer-relevant information".

7. CONSERVATION OF INFORMATION BY THE COMPANY

Lignum Capital shall keep at the disposal of the National Securities Market Commission, in electronic files, the information referred to in Title V of Law 5/2015. For at least five years, guaranteeing the durability of access, availability and integrity of the information, for that term.

8. SUPERVISION OF COMPLIANCE WITH THE INTERNAL RULES OF CONDUCT

The Secretary of the Board of Directors shall be the Compliance Officer of the company and shall:

  1. Control and supervise compliance with the obligations established in these Regulations.

  2. Maintain an updated list of Subject Persons and Related Persons.

  3. Keep communications or notifications and any other relevant documentation in relation to the obligations contained in these Regulations.

To this end, the following powers are recognized:

  1. To comply with and enforce the rules of conduct established by Law 5/2015, of April 27, on the promotion of business financing, by these Regulations and other complementary regulations Future.

  2. To promote knowledge of these Regulations and, in particular, the rules of conduct applicable to Subject Persons.

  3. Develop, where appropriate, procedures and development standards deemed appropriate for the application of the Regulation.

  4. Interpret the rules contained in the Regulations and resolve any doubts or questions raised by the Persons Subject.

  5. Instruct the disciplinary files to the Persons Subject for breach of the rules of these Regulations.

  6. To propose to the Board of Directors of the Company any amendments or improvements it deems appropriate in this Regulation.

9. UPDATE

This Regulation shall be updated by the Board of Directors at the discretion of the Secretary, as long as it is necessary to adapt its content to the provisions in force that may be applicable.

10. NON-COMPLIANCE

Failure to comply with the provisions of these Rules of Conduct shall have the consequences provided for in current legislation.

For these purposes, it is considered an infraction the actions contrary to the present regulation that are typified as an infraction in article 92 of Law 5/2015.

The commission of an offense typified as such shall have the effect of those established in article 93 of Law 5/2015 on sanctions, irrespective of the sanctions and corrective measures that the Board of Directors may have imposed in order to remedy the breach.

11. ENTRY INTO FORCE

This Code of Conduct is in force indefinitely and will enter into force on the day of its ratification by the Board of Directors of the entity. The Compliance Officer of the Company will give notice thereof to the Subject Persons, ensuring that the content of this Regulation is known, understood and accepted by all of them.