General Provisions

This document sets out the internal rules of GROWCEANU ANGEL INVESTMENT S.R.L., with registered office at Timișoara, 4-5 Peneș Curcanu, Timis county, registered with the Trade Registry under no. J2018003430353, sole registration code RO39963685 (hereinafter referred to as the "Company"), concerning conflicts of interest and the implementation of the prohibition set out in Article 8(2) first subparagraph of Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business, and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937 (hereinafter referred to as the "Regulation"), applicable to the persons referred to in that Article in respect of their involvement, as project owners, in the crowdfunding services provided by the Company.

Conflicts of Interest

Conflicts of interest are circumstances in which some or all of the interests of the Company, of its shareholders, its managers, its employees, or of any natural or legal persons linked to them by a control relationship are incompatible with or divergent from the interests of investors or project owners.

The Company complies with the provisions of the Regulation and takes measures to ensure that the Company shall not have any participation in any crowdfunding offer on its platform (hereinafter referred to as the "Platform"). Accordingly, the Company shall not hold shares or equity in any project owner presented on the Platform.

The Company shall not accept as project owners, in connection with the crowdfunding services provided through the Platform, any of the following persons (hereinafter referred to as "Incompatible Persons"):

(a) shareholders of the Company holding at least 20% of the share capital or voting rights in the Project Owner;

(b) members of the Board of Directors (i.e. the Managers) or employees of the Company;

(c) any natural or legal person linked to those shareholders, managers or employees by a control relationship (as defined in Article 4(1)(35)(b) of Directive 2014/65/EU on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ("MiFID")).

In accordance with MiFID, "control" means the relationship between a parent undertaking and a subsidiary, in all the cases referred to in Article 22(1) and (2) of Directive 2013/34/EU, or a similar relationship between any natural or legal person and an undertaking, with any subsidiary of a subsidiary undertaking also being considered a subsidiary of the parent undertaking which controls them.

In view of the above, the Company shall not permit its shareholders, managers, employees, or any natural or legal persons linked to them by a control relationship to act as project owners on the Platform or to attract investments from investors through the Platform.

If the Company were, in the future, to accept any of the Incompatible Persons as investors in the crowdfunding projects offered on the Platform, the Company shall:

(i) make publicly available on its website the fact that it accepts such Incompatible Persons as investors;

(ii) provide information regarding the specific crowdfunding projects in which such Incompatible Persons have invested;

(iii) take measures to ensure that such investments are made on the same terms as those of other investors and that the Incompatible Persons do not benefit from preferential treatment or privileged access to information.

The Company shall maintain and apply effective internal rules to prevent conflicts of interest.

The Company shall also take all appropriate measures to prevent, identify, manage and disclose conflicts of interest between the Company, its shareholders, the Company's managers or employees, or any other natural or legal person linked to them by a control relationship, on the one hand, and the Company's clients (investors), on the other hand, or between one client of the Company (investor) and another client (investor) of the Company.

The Company provides clients (investors) with information regarding the general nature and sources of conflicts of interest and the measures taken to mitigate these risks. This information shall be presented on the Company's Platform and shall include sufficient detail, taking into account the nature of each client, to enable the latter to make an informed decision regarding the service in connection with which the conflict of interest arises.

Conflicts of interest concerning the Company may include the following:

i) the Company prefers its own projects and those of Incompatible Persons over the projects of other project owners;

ii) the Company may evaluate project owners in a subjective, discriminatory manner compared to Incompatible Persons that have control relationships with the Company;

iii) Incompatible Persons may invest in project owners on the Platform, on their own account, using confidential information obtained from the Company.

Conflicts of interest concerning the Incompatible Persons may include the following:

i) the Company prefers its own projects and those of Incompatible Persons compared to the projects of other project owners;

ii) the Company may evaluate project owners in a subjective, discriminatory manner compared to Incompatible Persons that have direct or indirect control relationships with the Company;

iii) Incompatible Persons or persons in a control relationship with them may invest in project owners on the Platform, using confidential information obtained from the Company.

The Company establishes the rule that, in the event of a conflict of interest, priority shall be given to the interests of project owners over the interests of Incompatible Persons and of the Company.

With regard to the Nominee (Romanian: Mandatar), a limited liability company with registered office in Romania, the independence of the Nominee shall be maintained. The independence of the Nominee is ensured by the fact that no shareholder, manager or employee of the Company holds any participation in the share capital of the Nominee, nor any administrative or management position within the Nominee.

With regard to the Nominee, potential conflicts of interest include the following:

• the Company, its employees, shareholders or managers holding a participation or management position in the Nominee;
• the Company having direct access to investors' funds (invested funds must be transferred exclusively through the electronic money institution ConnectPay UAB and shall not enter into the possession of the Company);
• the Nominee granting preferential treatment to investors who are at the same time shareholders, managers or employees of the Company.

The Company expressly establishes the rule that the Nominee is and shall remain independent from the Company and shall act exclusively in the interest of investors, in accordance with the instructions received under the mandate without representation contract.

Internal Measures and Rules Adopted by the Company to Prevent, Identify, Manage and Disclose Conflicts of Interest

For the purpose of identifying potential conflicts of interest that may affect the interests of project owners, the Company has assigned responsibilities to the Risk and Compliance Officer for the analysis and assessment, in accordance with the following minimum criteria, of whether the Company or any shareholder, manager or employee of the Company, or any person linked to them by a control relationship, is exposed to any of the situations listed below:

i) has an interest in the outcome of the service provided by the Company or in the outcome of an investment made in the project owner, other than the interest of the project owner;

ii) may obtain a financial advantage or avoid a financial loss to the detriment of the project owner;

iii) receives or will receive from a person (other than the project owner) an inducement in connection with a service provided to the project owner, in the form of money, goods or services, other than a standard commission for that service;

iv) has a financial or other incentive to favour certain conditions concerning the financing of a particular project that are not in the interest of the project owner.

For the prevention and management of conflicts related to the Nominee, the Company applies the following mandatory measures:

• prohibition of any participation by the Company, its shareholders, managers or employees in the share capital of the Nominee;
• prohibition of holding any position by the Company, its shareholders, managers or employees in the governing bodies of the Nominee;
• where an investor is at the same time a shareholder, manager or employee of the Company, the Nominee shall not grant any preferential treatment and shall apply exactly the same voting and representation rules as to all other investors;
• annual independence declaration signed by the Nominee and submitted to the Company, in which the Nominee confirms that there is no control relationship through participation with any shareholder, manager or employee of the Company;
• annual audit performed by the Company's Risk and Compliance Officer regarding compliance with the independence conditions; the audit results are kept at the Company's registered office.

These measures ensure that the Company does not exercise and cannot exercise any control over the Nominee, and that the risk of conflict of interest is reduced to a minimum, with maximum protection of investors.‍

Management of Conflicts of Interest

The key processes involved in controlling conflicts of interest are:

(i) identifying conflicts of interest;

(ii) assessing conflicts of interest;

(iii) deciding on the measures to be taken and implementing them;

(iv) ensuring that the Company's services to its clients are not significantly compromised;

(v) controlling the conflicts.

The Company shall take all necessary measures to ensure that the actions undertaken by the Company are based exclusively on the interests of project owners.

In the performance of their duties and responsibilities, all employees and collaborators of the Company, as well as Incompatible Persons, must verify whether any conflict of interest exists, must avoid conflicts of interest, or must withdraw if there are potential situations that may cause or are causing a conflict of interest.

If a conflict of interest arises, Incompatible Persons may invest in a particular project owner only if the project owner clearly expresses its consent regarding the financing received through investments from Incompatible Persons.

The Company seeks to ensure that its services are provided with fairness, honesty and professionalism.

The Company takes measures to ensure that:

(i) Incompatible Persons do not have an unfair advantage over the interests of the project owner, and the Company's actions must be compatible with the interests of the project owner;

(ii) personal, financial or other interests of the Company, the Incompatible Persons, or other associated persons must not have any influence — or create the appearance of having any influence — over the provision of services to project owners;

(iii) the interests of one project owner shall not prevail over the interests of other project owners on the Platform.

The Company has appointed a Risk and Compliance Officer who monitors and periodically reviews the management of conflicts of interest and the effectiveness of current procedures.

The Risk and Compliance Officer, responsible for managing conflicts of interest, must:

i) ensure the periodic review of the provisions of this document and ensure compliance with applicable legal requirements;

ii) inform the employees and collaborators of the Company, as well as Incompatible Persons, where a conflict of interest exists in a particular situation, and make recommendations as to how such a situation should be managed;

iii) carry out any other action aimed at the correct and timely identification and management of conflicts of interest.

In the event of a conflict of interest, the Company must inform each project owner explicitly and clearly of any conflict of interest that may arise. This information may also be provided by telephone, provided it is recorded.

The Company shall retain any information regarding the existence of a conflict of interest, as well as documents and other information that may confirm that the project owner has been duly informed of the relevant situation and has agreed to the further provision of services by the Company.

The Company must present information to project owners on a durable medium, and the information must be clearly understood by them, in order to enable an informed decision regarding the potential collaboration with the Company in connection with which a conflict of interest may arise.

If a conflict of interest arises between several project owners, the Company shall coordinate the resolution of the situation so that no project owner benefits from preferential treatment over another project owner.

The Company's priority in resolving such conflicts of interest is to ensure that they do not lead to:

(i) a failure to provide fair, efficient and professional services to its clients;

(ii) a failure to meet legal and regulatory requirements;

(iii) the suffering of significant financial or operational losses.

Sanctions Applicable in Case of Breach of the Above Rules

Any employee who fails to comply with the provisions of this document shall be subject to disciplinary measures, which may include disciplinary sanctions, including dismissal.

The type of disciplinary measure in any particular case shall be determined taking into account the seriousness, impact and/or frequency of the breach.

Employees may be required to indemnify the Company for any material damage caused to the Company by fines, penalties or court judgments.

This document shall be reviewed annually.

Language disclaimer

This Conflicts of Interest Policy is published in both Romanian and English. The Romanian version is the official, binding version submitted to the Romanian Financial Supervisory Authority (Autoritatea de Supraveghere Financiara - ASF) as part of the authorisation file of GROWCEANU ANGEL INVESTMENT S.R.L. under Regulation (EU) 2020/1503. The English version is provided solely for the convenience of non-Romanian-speaking users. In the event of any discrepancy or divergence in interpretation between the two versions, the Romanian version shall prevail.