In accordance with the provisions of Article 8 of EU Regulation No. 2020/1053 (hereinafter also referred to as the "Regulation") Siamosoci S.r.l., in its capacity as a crowdfunding service provider (hereinafter the "CSP") through the platform www.mamacrowd.com (hereinafter the "Platform"), puts in place effective and appropriate procedures to avoid, identify, manage, and disclose any conflicts of interest, and to prevent any conflicts of interest, which in any case may arise, from adversely affecting the interests of Clients.
The SPC has, therefore, developed and drafted this "Conflicts of Interest Policy" (hereinafter also referred to as the "Policy" for short), which is regularly implemented, reviewed and updated.
This Policy forms an integral and substantive part of the Terms and Conditions of Mamacrowd.
"Client" means any actual or potential investor or project owner to whom the Manager provides or intends to provide crowdfunding services.
"Mamacrowd Committee": The Mamacrowd Committee is a body that supports the administrative body but functions independently of it. The Mamacrowd Committee is called upon to assess and resolve, inter alia, positions of conflict of interest (even if only potential) that may be submitted to it by other corporate functions of the SPC.
"Related Party(ies)": the Relevant Persons (as defined below) and:
- entities in which the SPC holds an interest in the share capital as well as individuals (or their close family members) who control (or have joint control with others) or have significant influence over such entities, or one of the key management personnel over such entities;
- outsourcers who are directly involved in the provision of the crowdfunding service, including individuals who may come into possession of inside or confidential information due to their role;
- all other parties defined as Related Parties by IAS24 international accounting standards. By way of example, and subject to the provisions of the current international accounting standards adopted from time to time:
- Related Parties means individuals (or their close family members) who control (or have joint control with others) or have significant influence over the CSP, or one of the executives with
strategic responsibilities on the SPC or a parent company of the SPC.
- Related Entities, by way of example a:
- entity that is part of the same corporate group as the CSP;
- related entity or joint venture of the SPC (i.e., an associated entity or joint venture that is part of a group of which the SPC is a member);
- joint venture entity of the same third party counterparty with respect to which the SPC is also a joint venture;
- joint venture entity of a third entity with respect to which the SPC is an associate;
- entity controlled (or jointly controlled) by a Related Person;
- entity in which a Related Person-who also has control, including joint control, of the CSP-has significant influence or is one of the key management personnel of the entity (or its parent);
- entity represented by a post-employment benefit plan for the benefit of employees of the SPC or a related entity;
- entity-or a member of the group to which it belongs-providing key management services to the CSP or its parent.
"Close family members" of a person are those family members who are expected to influence, or be influenced by, that person in their dealings with the company, including:
(a) the children and spouse or domestic partner of that person;
(b) the children of that person's spouse or domestic partner;
(c) dependents of that person or the spouse or domestic partner
"Platform" means an Internet-accessible computer system administered by the Manager and accessible at the following address: www.mamacrowd.com
"Complaint" means a statement of dissatisfaction addressed to the Manager by one of its Clients in connection with the provision of crowdfunding services;
"Crowdfunding Services" means the service of matching the interests in financing economic activities of investors and project owners through the use of the crowdfunding platform, which consists, specifically, in the placement without irrevocable commitment of securities and instruments admitted for the purpose of crowdfunding (as defined in Article 2, par. 1(m) and (n) of the Regulations) issued by project holders or special purpose vehicles and the receipt and transmission of customer orders with respect to such securities or instruments admitted for crowdfunding purposes, as defined in Article 2 par. 1(a) of the Regulations;
"Siamosoci" or "CSP": Siamosoci S.r.l.;
"CSP Shareholders": the participants in the capital of the CSP who hold 20% or more of the share capital or voting rights;
"Relevant Persons": a) the participants in the capital that hold 20%, or more, of the share capital or voting rights of the CSP; b) the managers or employees of the CSP; c) any natural or legal person linked to such shareholders, managers or employees by a control relationship (as defined in Article 4(1)(35) of Directive 2014/65/EU);
2. Regulatory references
EU Regulation 2020/1503 (the "Regulation");
Delegated Regulation (EU) 2922/2111 (the "Delegated Regulation").
3. Policy for the identification and management of conflicts of interest
3.1 Purpose and Scope
The purpose of this Policy is to outline how the CSP identifies, prevents, manages and discloses conflicts of interest that may arise in the provision of Services.
This Policy applies to all business areas of the SPC and is directed primarily at the SPC and its Related Parties.
3.2 Investments by Related Parties
The CSP accepts Related Parties as investors in the Platform.
In such cases, the CSP applies the measures and safeguards described in Section 5 of this Policy.
The CSP ensures that such parties do not enjoy preferential treatment or privileged access to information.
3.3 Prevention, identification and management of possible Conflict of Interest situations
3.3.1 Conflict of Interest Transactions
In order to identify possible Conflict of Interest situations that may arise in the provision of the Services, the CSP, firstly verifies that no one among (i) the Relevant Persons; (ii) the CSP; (iii) entities participated by the CSP is accepted as a Project Holder in relation to the Bids posted on the Platform.
Where any of the aforementioned parties requests the SPC to publish its own bid on the Platform, the SPC will, automatically, identify the transaction as a "Conflict of Interest Transaction" and reject it, without the need for any prior assessment in this regard.
3.3.2 Transactions with Potential Conflict of Interest
"Potential Conflict of Interest" means:
● by investing on the Platform, may realize a financial gain (e.g., by entering into the Project Holder's share capital, or by acquiring option rights or other securities or instruments permitted for crowdfunding purposes of the Project Holder);
● has an interest in the outcome of the service provided to an Investor and/or Project Holder distinct from that of the Investor and/or Project Holder itself;
● has an incentive (financial or otherwise) to favor the interests of an Investor and/or Project Holder other than those to whom the service is rendered;
● performs the same activity as the Project Holder;
● receives or may receive from a person other than the Investor and/or Project Holder, in connection with the service provided to them, an inducement, in the form of money, goods or services, other than the fees or commissions normally received for such service.
2. a situation of potential conflict of interest between the CSP and/or a Related Party on the one hand and one or more Clients on the other, where there may be:
Where the CSP is faced with a situation of Potential Conflict of Interest, the CSP will conduct an assessment of the potential conflict of interest, which will be carried out guided by principles of honesty, fairness and professionalism and acting in the best interests of Clients (the "Assessment ofPotential Conflict of Interest" or "Assessment").
This Assessment is carried out by the organizational structure of the SPC in the preparatory phase to the publication of the Offers on the Platform, with the aim of assessing whether and to what extent the Potential Conflict of Interest being assessed is likely to adversely affect the interests of Clients, in order, primarily, to prevent the occurrence of Potential Conflict of Interest situations.
Where the situation of Potential Conflict of Interest emerges, on the other hand, at a time subsequent to the publication of the offer on the Platform, the SPC will carry out the Assessment and, if necessary, immediately notify its Clients, through the Disclosure (as defined below).
3.4 Outcome of the Potential Conflict of Interest Assessment3.4.1 Disclosure
If, as a result of the Potential Conflict of Interest Assessment, the SPC decides to nevertheless carry out one or more of the transactions with Potential Conflict of Interest, it will proceed, first of all, to adequately inform its Clients, by publishing on the Platform a disclosure (the "Disclosure") containing a detailed description of the nature and sources of the Potential Conflict of Interest and the related risks for Clients, as well as any further measures taken to mitigate it, based on principles of immediacy and maximum transparency.
3.4.2 Further measures aimed at the implementation of the Potential Conflict of Interest
In any case, in the presence of a transaction that presents profiles of Potential Conflict of Interest, the persons directly involved in the situation of Potential Conflict of Interest will refrain from carrying out any activity related and/or preliminary to the conduct of the bid on the Platform that involves evaluations or judgments regarding the project.
Should it emerge at the outcome of the Assessment that the Disclosure alone is not sufficient for the management and/or implementation of the Potential Conflict of Interest, the CSP shall request the intervention of the Mamacrowd Committee for the identification of the most appropriate measures for the mitigation and management of the Potential Conflict of Interest that has occurred.
3.4.3) Inability to Resolve Conflict of Interest
If, even through the possible adoption of the measures described above, SiamoSoci finds that it is not possible to resolve the Potential Conflict of Interest it will desist from carrying out the transaction with Potential Conflict of Interest.
3.4.4) Complaint Management System
In any case, SiamoSoci has implemented a timely, fair and consistent Complaint Management System, structured to ensure that the analysis of any complaints filed by customers is carried out by personnel unrelated to the activities involved in the transactions with Potential Conflict of Interest, thereby ensuring independent judgment, and providing a standard template for filing the same Complaint, also keeping a record of all complaints received and measures taken and transmitting the relevant feedback within a reasonable period of time.
3.4.5 Conflict of Interest Register
The CSP shall establish and update a special register (the "Conflict of Interest Register") in which all situations for which a conflict has arisen, or may arise, that could potentially harm the interests of customers as well as the measures taken to mitigate and resolve it are reported.
4. Measures for the prevention of conflict of interest situations
The SPC prevents the occurrence of conflict of interest situations and manages conflicts of interest that may arise in the provision of Services in accordance with the following basic principles:
With the intent to prevent and avoid the possible occurrence of a Potential Conflict of Interest, the SPC has set up a system of controls and measures aimed at identifying and preventing Potential Conflicts of Interest. These identification and prevention controls and measures include:
(a) Code of Conduct, which defines the core values and general rules of conduct to be followed by members of administrative and supervisory bodies and employees and collaborators of the SPC in the performance of their respective positions and duties;
(b) Procedure for the Selection and Evaluation of Projects, which defines the criteria to be followed in the selection and evaluation of projects;
(c) Procedure on Related Party Transactions;
d) Whistleblowing Policy that defines the guidelines and protections put in place for people who suspect misconduct, illegal acts or failures in the operations of the SPC;
(f) Policy for handling customer complaints;
(g) Procedures related to information technology and risk management
5. Related Party Transactions
If a Related Party intends to invest on the Platform, it is required:
The CSP establishes and updates a special register (the "Register of Related Party Transactions") in which all transactions made by Related Parties are recorded, indicating all relevant information as well as the measures taken to mitigate and/or eliminate the risk of conflict of interest detrimental to customers with respect to such transactions.6. Roles and responsibilities
CSP Board of Directors: within the scope of this Policy, the CSP Board of Directors: (i) approves the Policy; (ii) ensures the regular and adequate assessment of the risk of occurrence of conflict of interest situations; (iii) develops and maintains effective measures to manage conflict of interest situations; and (iv) identifies conflicts of interest that could adversely affect the day-to-day activities of the CSP.
Managers: under this Policy, Managers are responsible for overseeing and identifying conflicts of interest that may arise within their areas of responsibility.
Specifically, Managers: (i) ensure that employees within their area of responsibility are aware of the Policy and that the activities carried out by them are in compliance with the Policy; (ii) comply with the ethical and behavior standards set forth in the SPC Code of Conduct; (iii) make employees aware of compliance with the provisions of the Policy as well as the importance of fair treatment of Clients; (iv) set the right example to avoid conflicts of interest; and (v) do not interfere with the decision-making processes of other departments; (vi) declare the existence of their own conflict of interest (even if only potential) of themselves or of the employees under their responsibility, and refrain from making decisions in this regard; (vii) disclose, without delay, every investment transaction made by them on the Platform; and (viii) act honestly, fairly, professionally, independently and objectively.
Employees: within the scope of this Policy, Employees are required to: (i) be familiar with and abide by the provisions of the Policy as well as other rules and principles governing the proper provision of the Services; (ii) report any conflicts of interest of which they become aware in the performance of their duties; (iii) abide by the standards of ethics and behavior set forth in the SPC Code of Conduct; (iv) not exchange or prevent the exchange of information about the services provided if such information may harm or procure undue benefit to the SPC or Clients; (v) ensure fair and impartial treatment of Clients; (vi) not interfere with the decision-making processes of other departments; (vii) report, without delay, any investment transactions made by them on the Platform; (viii) act honestly, fairly and professionally, independently and objectively (xi) declare to their Manager the existence of their own conflict of interest (even if only potential).
Mamacrowd Committee: The Mamacrowd Committee is a supporting body to the administrative body but in an independent function from the administrative body.
The Mamacrowd Committee is called upon to assess and resolve, inter alia, positions of conflict of interest (even if only potential) that may be referred to it by other business functions of the SPC.
In particular, the Mamacrowd Committee is called upon when the conflict-of-interest situation (even if only potential) detected during the process is: i) particularly relevant; or ii) difficult to resolve; or iii) involves CSP representatives; or iv) other cases in which, concretely, the need for its intervention is deemed necessary.
Within the scope of this Policy, the Mamacrowd Committee is required to act independently and in the best interests of the CSP and Clients without pressure, obligation, or direction by and to other companies or entities in the corporate group to which the CSP belongs.
6. Review and update
the CSP shall periodically review and oversee the measures and procedures adopted for the prevention, identification and management of conflicts of interest and will update (whenever necessary and, in any case, at least once a year) these measures and procedures by making any changes that become necessary as a result of the experience gained during the performance of the Services.
The SPC will inform Clients of all changes to this Policy by posting the updated version of the Conflicts of Interest Policy on the Platform.
Warnings pursuant to Article 19(2)
crowdfunding services provided by Mamacrowd are not covered by the Deposit Guarantee Scheme established in accordance with Directive 2014/49/EU*; securities and instruments eligible for crowdfunding purposes that can be acquired through this crowdfunding platform are not covered by the Investor Compensation Scheme established in accordance with Directive 97/9/EC**.
* Directive 2014/49/EU of the European Parliament and of the Council on Deposit Guarantee Schemes.
** Directive 97/9/EC of the European Parliament and of the Council on investor-compensation schemes.
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