Internal rules of Conduct

INVESLAR FINTECH, SL (INVESLAR)

FIRST CHAPTER.- AREA OF APPLICATION

ARTICLE 1 .- AREA OF APPLICATION

1. This Regulation (hereinafter RIC) is written for INVESLAR FINTECH, SL (INVESLAR), in accordance with the provisions of Law 5/2015 of 27 April, for the promotion of business financing, and in particular Article 55 h) that includes the requirements for the exercice of the activity of the participatory financing platforms, and in particular the obligation to draw up a RIC governing potential conflicts of interest and the terms of participation of directors, officers, employees and agents in financing request that are implemented through the platform.
2. This RIC has been approved by the board of INVESLAR. It is the duty of all subjects to know their rules as they apply to the particular role that each of such obligors must develop.

ARTICLE 2.- SUPERVISORY AUTHORITY

1. The supervisory authority shall ensure the implementation and enforcement of RIC and report periodically to the board, depending on the size, evolution and complexity of the firm, of all that corresponds to the subject matter of this RIC.

   The supervisory authority of the RIC will be a single organ. To this end, it may be any member of the administration board or, at the option of this one, any third party designated always if he has enough legal knowledge and experience in issues affecting INVESLAR activity.

2. The supervisory authority will ask the people affected, with the frequency that is accurate in each case, information about potential conflicts of interest they may have and resolve them in accordance with the following:
   • The interests of customers about the financial benefit of INVESLAR or any of the persons subject to the RIC shall take precedence.
   • Priority will be given to the interests of customers, acting with diligence, loyalty and neutrality.
   • No privileges will be given to customers differentiating them from each other.
3. The supervisory authority shall regularly inform the obligors of the operations carried out through the platform, the content of their obligations, so that those affected take appropriate measures in case of conflicts of interest and to inform properly and take the necessary measures in cases of participation in request of funding through the platform.
4. Periodically the control organ will address to the obligors, written or per telematic means, to ask for information on their participation or the one of persons related thereto (as described below) in operations or financing shares through the platform.
5. For every investment operation or use of the platform, the supervisory authority will draw up a list of people with conflicts of interest and one of affected who have applied for their share of funding through the platform, informing them of the obligations and duties that affect them.
6. At least on an annual basis, the supervisory authority shall prepare a report to the administration board containing the assessment of compliance of the Regulation with description of the main incidents.
7. If any conflict of interest or situations which may be considered as such are detected, the control organ shall take appropriate measures.

All communications between the supervisory authority and obligors, as well as the lists that are created with each project should be properly updated if changes occur in people who integrate them and whether someone should be added or deleted from the list. All stakeholders will be informed about their inclusion in the registry of other extremes under the Law 15/1999 of 13 December, on the Protection of Personal Data.

ARTICLE 3.- OBLIGORS

This Regulation applies to persons indicated below (hereinafter, the obligors), who must meet the requirements that the supervisory organ send them in order to ensure compliance with the standard of this RIC .

Thus, are considered obligors:

• The members of the administration board of the Company, whether they are natural or legal persons, or individuals representatives of the latter, if such circumstance was given.
• The directors of the company, understanding the effects of this RIC as such to any high level responsable who has regular access to confidential information of INVESLAR and has competence in management decisions affecting business development.
• INVESLAR employees, that is, all those who hold with the Company a labor relationship with fix character or even temporary.
• Proxies, whether those who have received general powers, or even specials to act promptly in any operation or action related to the activity of the Company.
• Any other third parties as may be required by the administration organ for providing services to INVESLAR and have knowledge of an operation of their activity.

They all have the obligation not only to know and comply with its content but also to ensure their proper implementation.

ARTICLE 4.- RELATED PERSONS

The effects of the implementation of the RIC will be considered persons related to obligors and therefore subject to the obligations contained therein, to people who have a substantial connection with the obligors as follows:

• Be your partner or person linked by a relationship of affectivity analogous to conjugal according to national legislation.
• The dependent children.
• Relatives who live with him or are dependent, at least a year before the date of completion of the transaction.
• Any legal person or any fiduciary business in which the obligors are linked.

CHAPTER TWO.- CONFIDENTIAL INFORMATION. TREATMENT

ARTICLE 5.- CONCEPT OF CONFIDENTIAL INFORMATION

Is considered confidential information any that relates directly to indirect to partners and managers of INVESLAR and any of its customers or investors, especially its economic and financial situation and that is not deemed public, for being accessible through platforms with free access or usage records and public information. Likewise is considered confidential information what refers to any investment project that may generate expectations about a possible profitability.

All persons affected by the RIC possessing confidential information must safeguard it, without prejudice to its communication and cooperation with the judicial or administrative authorities and in cases where it is legally appropriate.

However, if any person subject to the RIC, had any reasonable doubt about certain confidential information he shall consult the supervisory authority about it and the possibilities for action in this regard.

ARTICLE 6.- USE OF CONFIDENTIAL INFORMATION

Persons subject to RIC may not:

• Use confidential information for their own benefit, directly or indirectly facilitating them to other selected customers or third parties.
• Reveal, disclose improperly or make improper use of confidential information.
• Make recommendations to third parties actions based on confidential information.
• Make personalized recomandations to investors on projects published on the platform, unless they are partners authorized to provide financial advisory services to the art refers partners recommendations. 63.1.g) of Law 24/1988, of 28 July of the Stock Market and apply an effective policy on conflicts of interest.

CHAPTER THREE.- CONFLICT OF INTEREST. TREATMENT

ARTICLE 7.- THE CONCEPT OF CONFLICT OF INTEREST

Is considered conflict of interest all circumstance that generate contradiction between the interests and priorities of members, directors, or other persons subject to the RIC and one or more clients or investors of INVESLAR.

Also is considered conflict of interest contradiction of priority or interest of two or more clients or investors of INVESLAR to each other.

Article 8.- ECONOMIC OR PROFESSIONAL LINKS

The obligors may be subject to conflicts of interest because of their economic or professional link to a performance, service or transaction.

For the purposes of this RIC it is considered:

• Economic link the fact of owning directly or indirectly or through a control link, 20% or more of the voting rights or of the capital of a company or, having a control link under the terms of Article 4 of the Securities Market Law.
• Professional linkage to any relation of provision of services or other contractual relashionships other than those generated by their positions or employment with INVESLAR and even if performed by persons linked in accordance with Article 7 above.

ARTICLE 9. TREATMENT OF CONFLICT OF INTEREST

1. The administrators, directors, and employees of INVESLAR may not engage in activities that may cause conflicts of interest or make personalized recommendations to investors on projects published in the Platform for Participatory Funding.

   To this end, persons subject to RIC must identify in each project:

   • They may have a possibility of obtaining financial gain at the expense of the customer.
   • If can be avoided a financial loss at the expense of the customer.
   • There is a personal interest in the outcome of the service provided to the customer or in the operation performed.
   • There are financial incentives that lead to recommend services to greater personal retribution and not in attention to the circumstances of the customer.
   • They perform the same activity or business as the customer.
   • They perceive from a person other than the client an inducement in relation to the service provided, in the form of money, goods or services other than the standard commission or service cost.

2. It is the responsibility of the supervisory authority the resolution of the conflicts of interests to be raised by persons subject to RIC. In any case, those affected must communicate such conflicts to the authority of control as soon as possible. In cases of doubt, those affected will contact the monitoring body to resolve it the most appropriate way possible.

   People being affected by a conflict of interest must refrain from intervening in events linked to this conflict.

3. To this end, measures taken to avoid conflicts of interest will be published on the website of INVESLAR (inveslar.com) .

CHAPTER FOUR.- TRANSACTIONS THROUGH THE PLATFORM BY THE OBLIGORS

ARTICLE 10. TRANSACTIONS OF THE OBLIGORS

1. Are considered operations conducted through the platform by the obligors bound to the RIC, all those involving any of them with a customer or investor of INVESLAR, or made by third party on behalf of one of the obligors or linked family.

   In these cases you will be properly informed, by writing or electronically to the authority organ, either if as proper reason or at the request of this one.

   In this information should be integrated the following information:

   • The name of the obligor and position held in the INVESLAR or, where appropriate, of the person related to him.
   • The reason of the notification.
   • The project description in which you intend to participate or in which you have participated.
   • The price and volume of the performance.
2. The supervisory authority shall, where appropriate and if necessary, take appropriate measures to avoid conflicts of interest or like and if necessary would be obliged to the obligor or to the persons related to him to abstain from the transaction.

CHAPTER EFFICIENCY AND UPDATING

ARTICLE 11.- ENTRY INTO FORCE. EFFICIENCY AND UPDATING.

The RIC will enter into force the day after its approval by the administration board of INVESLAR and once the Company has received approval from the National Comision of the Stock Market to act in the field of participatory financing platforms.

The supervisory authority will announce the RIC to their recipients or persons subject under Article 3 above.

With the periodicity deemed appropriate, given the nature of INVESLAR, and the degree of complexity of its business, the administration board, after a report of the supervisory authority, will procede to appropriate review and, if necessary, update this RIC .

ARTICLE 12.- BREACH

Failure to comply with the provisions of the RIC will be considered a serious fault whose severity will be determined in the procedure to be followed in accordance with the provisions in force. Failure by the obligors under this Regulation that have a labor contract with INVESLAR shall be considered professional misconduct.

The above shall be understood without prejudice of the responsibility which may arise from the provisions of the Law on Promotion of Corporate Finance and norms that develop it and civil or criminal liability that in each case is required to defaulter.