Conflicts of interest policy

STOCKESTATE CROWDFUNDING S.R.L, headquartered at Bulevardul Pipera, no. 1Z, Voluntari city, Ilfov county, registered in the Trade Register under no. J23/5219/2024, having CUI 45170242, authorized as a provider of crowdfunding services through A.S.F. authorization no. 105/29.08.2023 and registered in the A.S.F. Register under no. PJR28FSFPR/400002, and in the register of crowdfunding service providers of the European Securities and Markets Authority (hereinafter referred to as "the Company") has adopted this policy regarding conflicts of interest.

1. Introduction

Conflicts of interest are circumstances in which some or all of the interests of the Company, its shareholders, its administrators, its employees, or individuals or legal entities related to them by a control relationship are incompatible or divergent from the interests of investors or project developers.

2. Persons who may be exposed to conflicts of interest

Persons who may be exposed to conflicts of interest (hereinafter referred to as "Incompatible Persons") are the following:

• (a) shareholders of the Company who hold at least 20% of the share capital or voting rights;
• (b) the Administrators or employees of the Company;
• (c) any individual or legal entity related to the respective shareholders, administrators, and employees by control relationships (as defined by the control relationship in Article 4 paragraph (1) point 35 letter (b) of Directive 2014/65/EU on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ("MiFID")).

According to MiFID, the "control" relationship represents the relationship between a parent company and a subsidiary, in all cases provided for in Article 22 paragraphs (1) and (2) of Directive 2013/34/EU or a similar relationship between any individual or legal entity and an enterprise, any subsidiary of a subsidiary being considered, in turn, a subsidiary of the parent company that controls them.

3. Identification and sources of potential conflicts of interest

3.1. Incompatible Persons could be exposed to any of the situations listed below:

• i) The Incompatible Person could be a project developer within the crowdfunding projects offered on the crowdfunding platform;
• ii) The Incompatible Person could be an investor in the crowdfunding projects offered on the Company's platform;
• iii) any other circumstance that may generate a real or potential conflict of interest between the Incompatible Persons, taking into account the risk of prejudice to the clients' interests.

3.2. Conflicts of interest involving the Company could be the following:

• i) The Company might favor its own projects and those of Incompatible Persons over other project developers' projects;
• ii) The Company might evaluate project developers in a subjective, discriminatory manner compared to the projects of Incompatible Persons, including those with control ties to the Company;
• iii) Incompatible Persons could grant loans to project developers on the Platform at their own expense, using confidential information obtained from the Company.

3.3. Activities with the potential for conflicts of interest

The activities and decisions that may generate conflicts of interest are the following:

• a) project evaluation;
• b) approval of the project developer;
• c) contract negotiation.

In the event that an Incompatible Person has interests in conflict with investors or project developers, they will be removed from any relevant internal decision-making process.

4. Rules established and measures taken by the Company to prevent conflicts of interest

The Company has instituted a rule whereby the interests of project developers must take precedence over the interests of Incompatible Persons and the Company in the event of a conflict of interest.

(i) Implementation of rules to prevent or control the exchange of information

• a) Information barriers
• b) Clear confidentiality policies
• c) Periodic training

(ii) Rules regarding supervision

• a) Separate departments
• b) Periodic evaluations
• c) Reporting system

(iii) Elimination of direct links between compensation

• a) Transparent compensation structures
• b) Individual evaluations
• c) Prohibition on holding shares/participations in project developers

(iv) Measures to prevent undue influence

• a) Clear standards of conduct
• b) Monitoring mechanisms
• c) Independence of decision-makers

(v) Other preventive measures

• a) Continuous training
• b) Periodic evaluations
• c) Transparent communication

The Company takes measures to ensure that:

• (i) Incompatible Persons do not have an unfair advantage over the interests of the project developer, and the Company's actions must be aligned with the project developer's interests.
• (ii) The personal, financial, or other interests of the Company, Incompatible Persons, or other associated persons should not have any influence or give the appearance of influencing the provision of services to project developers.
• (iii) The interests of one project developer should not prevail over the interests of other project developers on the Platform.

This policy will be reviewed annually.