Conflicts of interest policy



Definitions:

Clients:

Clients of the Company are the Promoters whose Projects are published on the Web Platform, and the Investors who make investments in the Projects published in the Web Platform and through it.

Confidential Information

Specific information (of an economic, strategic, technical, commercial, legal or financial character) referred to projects submitted to the Company, whether published in the Platform or not, which has not been made public, and (i) that if made public, it would reasonably influence the investment decisions of an average investor, or (ii) with a relevant commercial value, and not generally known in the pertinent market or sector.

Investors

Natural or legal persons who offer funding in exchange for a monetary performance.

Liable Persons

They are considered to be persons liable to this Regulation:

  1. Members of the Board of Directors of the Company, Non-Executive Secretary and Non-Executive Undersecretary;
  2. Top executives and directors of the company, i.e. the Executive Director, the Financial Director, the Director of Customer Support Service, as well as any other executive position to be established in the future; and
  3. Employees of the Company with access to Confidential Information.

The Secretary of the Board of Directors of the Company, and in his absence the Undersecretary of the Board, shall maintain an up-to-date list of liable persons.

Related Personas

Shall be regarded as related persons:

  1. Company partners with a stake equal to or greater than 10% of the capital stock of Lignum Capital;
  2. Spouses of Liable Persons or of partners referred to in paragraph (i) above, or persons with whom they live in a similar affective relationship, as well as their relatives up to the second degree of kinship or affinity; and
  3. Any legal person on which Liable Persons or persons referred to in paragraphs (i) and (ii) above have a direct or indirect control.

The Secretary of the Board of Directors of the Company, and in his absence the Undersecretary of the Board, shall maintain an up-to-date list of Related Persons.

Web Platform

The web page that manages the Company as a platform of participatory investment to bring together Investors and Promoters.

Promoters

Natural or legal persons that request funding, on their own behalf, to be earmarked to a Project.

Projects

The projects of participatory funding which are presented by Promoters to the Company, for the purpose of their publication on the Platform.

Related Projects

Projects in which Liable or Related Persons act as Promoters.

Users

Persons accessing the Web Platform even if they qualify as Clients.

Situations or behaviors which constitute a conflict of interest:

  • Any action on the part of Liable or Related Persons aimed at securing a financial benefit or avoiding a financial loss at the expense of the Client.
  • When Liable or Related Persons act towards social or personal financial incentives in order to favor the interests of third parties to the detriment of the interests of the Client.
  • When Liable or Related Persons develop the same activity as the Client, whenever this constitutes an unfair competition.
  • When Liable or Related Persons receive from a third party a personal or social incentive, in exchange for the provision of a service to the Client, other than the corporate purpose of Lignum Capital.
  • When giving personalized recommendations to investors on the projects published in the platform of participatory funding.

Rules of conduct to avoid conflicts of interest:

Communication:

Liable Persons will have to report to the Secretary of the Board of Directors, or to the Undersecretary of the Board, any potential conflict of interest in which they might be involved, either directly or as a result of their relationship with a Related Person. Any doubt about the existence of a conflict of interest will have to be consulted with the responsible persons listed above.

Independency:

Liable Persons will have to act, as regards the Society and the Web Platform, with independence of their own interests, and will therefore abstain from giving priority to their interests, either on their own account or on the account of others, above those of the Company or Clients. Likewise, they shall refrain from prioritizing the interests of some Clients over others.

Abstention:

Liable Persons will have to refrain from activities that might lead to conflicts of interest. In any case, Liable Persons will have to abstain from participating in or influencing a decision-making with which there is conflict.

As part of the procedure prior to the publication of Projects, Lignum Capital will carry out an analysis on the existence of potential conflicts of interest in order to detect potential conflicts of interest due to pre-existing circumstances. In case of detecting a potential conflict of interest we will not proceed to the publication of the Project.

Other prohibitions

Liable Persons:

  • They will have to refrain from inappropriate use or improper disclosure of Confidential Information;
  • They will not be allowed to give Investors personalized recommendations about the Projects published on the Web Platform.

On the other hand, Partners of the Company will only be allowed to advise investors on projects published on the platform when they are authorized to provide financial advisory services in accordance with applicable regulations.

Recommendations of a generic and not personalized character that can be carried out in the area of the commercialization of financial securities and instruments shall not be deemed to constitute advice. Those recommendations will be considered as communications of a commercial character.