<h2><span>1.</span><span>General</span></h2>
<div class="row"><span> </span><div class="level-1">1.1.</div><p>Crowdestate has established internal rules for the management of conflicts of interest (hereinafter Rules”) to effectively protect the interests of Crowdestate and its Clients via the timely identification and management (disclosure, hedging and avoidance) of potential and actual conflicts of interest.</p></div>
<div class="row"><span> </span><div class="level-1">1.2.</div><p>Other internal procedures, relevant legislation and guidelines from competent supervisory authorities and decisions and orders of the governing bodies of Crowdestate complement the Rules.</p></div>
<div class="row"><span> </span><div class="level-1">1.3.</div><p>The Rules are reviewed and updated on an annual basis.</p></div>
<div class="row"><span> </span><div class="level-1">1.4.</div><p>All employees and members of the management board and supervisory board of Crowdestate shall become acquainted with the Rules upon entering the service or being hired.</p></div>
<h2><span>2.</span><span>Key terminology</span></h2>
<div class="row"><span> </span><div class="level-1">2.1.</div><p>A conflict of Interest (hereinafter “Conflict”) is a situation where Crowdestate and/or any of its employees is subject to multiple influences, the competition of which might adversely affect decision-making or outcomes in the course of conducting business. A Conflict exists even if there is only the potential for the appearance of impropriety, even if no unethical or improper act results. All Crowdestate employees and managers must act in a fair, honest and professional manner and follow the best interest of Crowdestate and its clients.</p></div>
<div class="row"><span> </span><div class="level-1">2.2.</div><p>Crowdestate Insider (hereinafter “Insider”) is an employee, member of the governing body, or a person in a controlling relationship with Crowdestate or owning at least 20% of the shares/votes of Crowdestate or any private or legal person related to the preceding through control.</p></div>
<h2><span>3.</span><span>General principles</span></h2>
<div class="row"><span> </span><div class="level-1">3.1.</div><p>Crowdestate is guided by the goal of avoiding Conflicting situations as much as possible when conducting its business. Where this is not possible, Crowdestate shall implement measures to manage and mitigate Conflicts as much as possible. Actions taken to address and resolve Conflicts must be appropriate and relevant to the specific situation and consider the nature of the Conflict, the potential impact of the Conflict on the client and Crowdestate, the scope and nature of Crowdestate’s activities, etc.</p></div>
<div class="row"><span> </span><div class="level-1">3.2.</div><p>Employees and the members of the governing bodies of Crowdestate must act in the best interests of both Crowdestate and its clients, demonstrating sufficient proficiency, integrity, accuracy and diligence in their activities. Crowdestate expects its employees to apply sound judgment and take appropriate steps to avoid Conflicts and proactively escalate Conflicts that could or do arise to the management board.</p></div>
<div class="row"><span> </span><div class="level-1">3.3.</div><p>Employees and the members of the governing bodies of Crowdestate shall identify, measure, and manage (including avoiding, mitigating or disclosing) the existence, likelihood and materiality of Conflicts and risks associated with the provision of payment and crowdfunding services on a regular and ongoing basis.</p></div>
<h2><span>4.</span><span>Identification and management of conflicts of interest</span></h2>
<div class="row"><span> </span><div class="level-1">4.1.</div><p>Crowdestate shall take all appropriate steps to identify, disclose, mitigate and avoid Conflicts between themselves, the persons in a controlling relationship, their managers or employees, or any natural or legal person related to them by control, or between one client and another client, including:</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">4.1.1.</div><p>Identifying the activities or situations which could generate Conflicts;</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">4.1.2.</div><p>Implementing organisational measures and internal rules to mitigate/neutralise Conflicts;</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">4.1.3.</div><p>Keeping a record of Conflicts, Insiders and their transactions;</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">4.1.4.</div><p>Training and supervising of employees and the members of governing bodies;</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">4.1.5.</div><p>Providing general or specific disclosure of Conflicts to clients where necessary, including but not limited to instances where the total avoidance or management of Conflict is impossible.</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">4.1.6.</div><p>Using remuneration schemes for employees and the members of the governing bodies that help to prevent or mitigate risks of Conflicts;</p></div>
<div class="row"><span> </span><div class="level-1">4.2.</div><p>When identifying activities that may involve Conflict, Crowdestate shall assess, inter alia, whether the following circumstances may exist in the performance of a function related to the provision of payment or crowdfunding service:</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">4.2.1.</div><p>Crowdestate, a member of its governing body, an employee or a person in a controlling relationship with Crowdestate receives or is likely to receive financial benefits or avoids financial losses on behalf of the client or Crowdestate;</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">4.2.2.</div><p>The interests of Crowdestate, a member of its governing body, an employee or a person in a controlling relationship with Crowdestate in the service provided to the client or Crowdestate or the result of a transaction performed on behalf of Crowdestate differs from the interests of the client or Crowdestate;</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">4.2.3.</div><p>Crowdestate, a member of its governing body, an employee or a person in a controlling relationship with Crowdestate has financial or other motives to prioritise the interests of another client, a group of clients or a third party over the interests of the client or Crowdestate;</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">4.2.4.</div><p>A member of the governing body of a Crowdestate, an employee or a person in a controlling relationship with Crowdestate is employed by another payment, crowdfunding, financial advisory or real estate company;</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">4.2.5.</div><p>Crowdestate, a member of its governing body, an employee or a person in a control relationship with Crowdestate receives, from a person not related to Crowdestate, benefits in cash, as a service or good in connection with the service provided to the client or Crowdestate.</p></div>
<h2><span>5.</span><span>Types of Conflicts</span></h2>
<div class="row"><span> </span><div class="level-1">5.1.</div><p>Internal Conflicts</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">5.1.1.</div><p>To prevent and manage conflicting functions, Crowdestate shall use organisational measures to ensure that a person performing one of the functions referred to below does not perform another function referred to below or that the person responsible for one of those functions does not report directly to the person, who performs or manages another function specified below.</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">5.1.2.</div><p>The following functions have been organisationally segregated:</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.1.2.1.</div><p>The function of providing payment and crowdfunding services that the management board member responsible for business operations manages;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.1.2.2.</div><p>Risk management and compliance function that another management board member responsible for risk management and compliance manages;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.1.2.3.</div><p>Approval or rejection of the publication of crowdfunding projects by the Investment Committee;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.1.2.4.</div><p>An internal audit function performed by a service provider operating under an outsourced service contract;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.1.2.5.</div><p>An accounting and reporting function performed by a service provider operating under an outsourced service contract.</p></div>
<div class="row"><span> </span><div class="level-1">5.2.</div><p>Conflicts between Crowdestate and those with a controlling relationship with Crowdestate</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">5.2.1.</div><p>Conflicts between Crowdestate and those with a controlling relationship with it are resolved primarily through the corporate governance structure and the segregation of management and control functions.</p></div>
<div class="row"><span> </span><div class="level-1">5.3.</div><p>Conflicts between Crowdestate and its clients or between one and another client of Crowdestate</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">5.3.1.</div><p>When providing payment or crowdfunding services to clients, Crowdestate treats Clients equally in equal circumstances, including by sharing information and other documents on an equal basis.</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">5.3.2.</div><p>When providing payment or crowdfunding services to the client, the employees and members of the Crowdestate governing bodies shall proceed in the best interests of the specific client within the limits of the contract concluded with the client.</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">5.3.3.</div><p>If there is a Conflict in the provision of the service to the client that cannot be avoided, Crowdestate shall notify the client thereof, at least in a form that can be reproduced in writing, allowing the client to cancel the transaction.</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">5.3.4.</div><p>To avoid Conflicts with Project Owners:</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.3.4.1.</div><p>Crowdestate shall not participate in any crowdfunding offers published on its crowdfunding platform;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.3.4.2.</div><p>Crowdestate shall not accept its shareholders holding 20%, or more, of share capital or voting rights in Crowdestate as Project Owners concerning the crowdfunding services provided by its crowdfunding platform;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.3.4.3.</div><p>Crowdestate shall not accept any of its employees or members of the governing bodies as Project Owners concerning the crowdfunding services provided on its crowdfunding platform;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.3.4.4.</div><p>Crowdestate shall not accept as Project Owners on its crowdfunding platform any natural persons or legal entities connected to Crowdestate through a controlling relationship with persons with a controlling relationship with Crowdestate, members of its management bodies or employees.</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">5.3.5.</div><p>In the situation of Conflict between Crowdestate, the Project Owner and investor(s), Crowdestate will take the position that is in line with the best interest of its investors. This position is clearly stated in all contracts concluded between the Project Owner and investors and in the Platform Contract concluded between the Project Owner and Crowdestate.</p></div>
<div class="row"><span> </span><div class="level-1">5.4.</div><p>Personal investment transactions</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">5.4.1.</div><p>The Rules apply to the Personal investment transactions executed by Insiders who may have a Conflict or access to Crowdestate’s internal or confidential information.</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">5.4.2.</div><p>For the purposes of above, the execution of a transaction by or for Insider is considered to be a Personal investment transaction if:</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.4.2.1.</div><p>in the course of concluding the transaction, Insider acted outside their regular duties or official powers;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.4.2.2.</div><p>the transaction was made at the expense of Insider or a person close to him or her (i.e. the spouse, dependent child or foster child of the person and a person who has had a joint household with the active person for at least 1 (one) year);</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.4.2.3.</div><p>the transaction was made for the account of a person who has a significant relationship with Insider;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.4.2.4.</div><p>the transaction was made on behalf of a person who has a contractual legal relationship with Insider where Insider has other significant interests in connection with the outcome of the transaction.</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">5.4.3.</div><p>These Rules do not apply to the investment transactions of Insiders concluded on Crowdestate’s primary market. Crowdestate shall fully disclose in its Terms and Conditions that it shall accept such persons as Investors, and it shall ensure that such investments are made under precisely the same conditions as those of other Investors and that those persons shall not enjoy any preferential treatment or privileged access to information. Crowdestate publishes information on its website on the specific projects that the Insiders have invested in.</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">5.4.4.</div><p>Crowdestate allows Insiders to conclude claim assignment transactions on the Secondary Market only on the following conditions:</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.4.4.1.</div><p>Insiders should inform Crowdestate’s Head of Compliance in writing of their intent to conclude the personal investment transaction on Secondary Market at least one working day before the conclusion of the transaction;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.4.4.2.</div><p>Crowdestate’s Head of Compliance evaluates the existence or lack of potential or actual Conflict regarding that specific transaction and, in the latter case, grants written permission to Insider to conclude that transaction;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.4.4.3.</div><p>Crowdestate’s Head of Compliance records all Secondary Market transactions concluded by Insiders in a specific register.</p></div>
<div class="row"><span> </span><span> </span><div class="level-2">5.4.5.</div><p>Insiders should avoid the conclusion of the following Personal investment transactions:</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.4.5.1.</div><p>transactions involving the misuse of inside information or the unlawful disclosure of confidential information;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.4.5.2.</div><p>transactions that are or may be inconsistent with Crowdestate's legal obligations;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.4.5.3.</div><p>transactions involving the provision of the recommendation or inducement to a third party to enter into an investment transaction;</p></div>
<div class="row"><span> </span><span> </span><span> </span><div class="level-3">5.4.5.4.</div><p>disclosure of information or opinions to a third party other than in connection with the performance of an official duty or service contract.</p></div>
<h2><span>6.</span><span>Registration and reporting of conflicts of interest</span></h2>
<div class="row"><span> </span><div class="level-1">6.1.</div><p>Crowdestate shall maintain and regularly update a register of Conflicts that may arise which involve a significant risk of harm to the interests of the clients or Crowdestate and any specific circumstances related to that.</p></div>
<div class="row"><span> </span><div class="level-1">6.2.</div><p>All Conflicts, Insiders and their potentially Conflicting transactions are registered in Crowdestate’s “Register of Conflicts of Interest”.</p></div>

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