Conflicts of Interest Policy

Measures in place to prevent and manage conflicts of interest between the operator of the portal, the Offerors and the Investors


In accordance with the provisions of article 13 of Consob Regulation no. 18592/2013 as amended. (hereinafter also referred to as the"Regulations") Siamosoci S.r.l., in its capacity as manager (hereinafter the"Manager") of the portal for the facilitation of the raising of risk capital by bidders as indicated in article 2 paragraph 1 letter c) of the Regulation (hereinafter, respectively, the"Portal" and the"Bidders"), operates with diligence, fairness and transparency to prevent conflicts of interest and to avoid that any conflicts of interest that may arise negatively affect the interests of Investors and/or Bidders, ensuring equal treatment of the recipients of the bids who are in identical conditions.

The Manager, in accordance with the provisions of articles 13 and 14, paragraph 1, letter g) of the Regulation has, therefore, drawn up and drafted these "Measures to prevent and manage conflicts of interest between the Manager of the Portal, the Offerors and the Investors" (hereinafter, in short, also referred to as the"Conflict of Interest Policy") which are regularly implemented, verified and updated.

1) Possible situations of "conflict of interest" of the operator of the Portal with the Bidders

"Conflict ofInterest" means a situation in which the Manager or a relevant person (a director, a manager, a collaborator of the Manager) or a person having with the Manager a direct or indirect control link:

  • may make a financial gain, by way of example by entering into the share capital of the Offeror, or by acquiring option rights or other financial instruments entitling the holder to acquire shares in the capital of the Offeror, or by accepting a consultancy proposal from the Offeror leading to the obtaining of;
  • has an interest in the result of the service provided to the Investor that is distinct from the Investor's own interest
  • has an incentive to favour the interests of Investors other than those to whom the service is provided;
  • carries on the same business as the Investor;
  • receives or is likely to receive from a person other than the Investor, in connection with the service provided to the Investor, an inducement in the form of money, goods or services other than the commission or fee normally received for such service.

(collectively the"Potential Conflict of Interest Transactions").

2) Assessment of the risk of possible conflict of interest situations

Generally, the risks of Conflict of Interest of SiamoSoci are limited because the Manager mainly acts as a showcase to promote and bring to the attention of potential Investors, through its platform, projects promoted by the Offerors. The Manager does not provide any financial advice to the Investor, nor any recommendation or more or less explicit solicitation to subscribe for the financial instruments displayed. Furthermore, the countervalue of the capital shares offered is not negotiated on the Portal because it is pre-established and fixed by the Offeror during the deliberations of the competent internal bodies of the Issuers.

3) Assessment of potential conflict of interest with reference to one or more Offerors

That said, if with reference to one or more individual Bidders, SiamoSoci should be faced with Potential Conflict of Interest Transactions, SiamoSoci shall proceed to an assessment of the potential conflict of interest, which shall be carried out in accordance with the principles of:

  • ethics, transparency and impartiality
  • fairness, loyalty and cooperation
  • respect for professional secrecy
  • compliance with the law and the regulations issued by the supervisory bodies;

("Evaluation of Potential Conflicts of Interest")

This assessment is carried out by the organisational structure of the Manager in the preparatory phase to the publication of the Offers on the Portal, with the primary objective of preventing the occurrence of Conflict of Interest situations.

4) Outcome of the evaluation of the potential conflict of interest
4.1) Disclosure

If, following the assessment of the Potential Conflict of Interest, SiamoSoci decides to carry out one or more transactions of potential conflict of interest, it shall provide adequate information to investors based on the principles of immediacy and maximum transparency ("Disclosure").

4.2) Adoption of Internal and External Separation and Functional Independence Solutions

In the only cases in which the assessment of the Potential Conflict of Interest should reveal that not even through the Disclosure it is possible to resolve the conflict of interest, SiamoSoci shall consider the possibility of adopting, also through the so-called 'Chinese Walls' techniques, provisions aimed at ensuring the necessary organizational, operational and, where necessary, hierarchical separateness, hierarchical and, where necessary, physical separation of the activities that may generate conflict with the interests of Investors ("Internal Separation and Functional Independence Solutions") or to activate the Committee of Validation of Offers and Potential Conflicts of Interest, a body composed by a majority of independent persons ("External Separation and Functional Independence Solutions").

4.3) Impossibility of resolving the conflict of interest

Only in the event that even through the adoption of an Internal Separation and Independence Solution SiamoSoci considers that it is not possible to resolve the conflict of interest, or through the adoption of an External Separation and Independence Solution the Offer Validation and Potential Conflicts of Interest Committee considers that it is not possible to resolve the conflict of interest, SiamoSoci shall desist from carrying out one or more of the Potential Conflict of Interest Transactions.

4.4) Complaints management system

In any case, if SiamoSoci decides to proceed with the Potential Conflict of Interest Transactions despite a positive evaluation of the Potential Conflict of Interest, SiamoSoci shall implement a complaint management system structured in such a way as to ensure that the analysis of any complaints submitted by Investors is carried out by personnel unrelated to the activities involved in the Potential Conflict of Interest Transactions, thus ensuring an independent judgment.

5) Update

It is intended that the Manager will monitor the activities which are the subject of Potential Conflict of Interest and will update this policy on an ongoing basis (as often as necessary and, in any event, at least once a year) making such amendments as may be necessary as a result of the Manager's experience in carrying out its activities to address any deficiencies.

6) Self-employment

In implementation of Article 13, paragraph 1-bis of the Regulations, in the event that the Manager intends to conduct offers on the Portal involving financial instruments issued by the Manager itself or by parent companies, subsidiaries or jointly controlled entities (hereinafter collectively referred to as"Self-placing"), the Manager shall adopt appropriate measures for the effective management of conflicts that may arise in relation to this type of activity, in accordance with the provisions of Article 13, paragraphs 1-ter and 1-quater of the Regulations, namely:

  1. adoption of adequate operational and procedural controls aimed at ensuring that the instruments subject to the offers are compatible with the characteristics, needs and objectives of a given reference market
  2. performance of due diligence on the transaction by an independent third party;
  3. performance, by the parties who receive and execute the orders, of the adequacy assessment of the financial instruments subject to the offers.
  4. as well as, pursuant to Article 13, paragraph 1-quater of the Regulation, the provision of adequate information to customers on the existence of conflicts of interest and on the measures taken by the Manager to manage such conflicts, including by means of a specific warning, easily understandable by a reasonable investor, drafted using clear and concise language and in a legible font size. Measures taken by the Manager in cases of Self - Placement may also include refraining from making such offers where conflicts of interest cannot be adequately managed so as to avoid adverse effects on investors

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