Management of Conflicts of Interest

As part of its activity, ClubFunding may encounter situations where conflicts of interest could arise.

To ensure the protection and primacy of investors’ interests, and in accordance with its PSFP status, ClubFunding has implemented a conflict-of-interest management procedure and a risk mapping system aimed at preventing and detecting potential or actual conflicts of interest so that they can be managed daily and remedied when necessary.

The procedure implemented by ClubFunding aims to prevent all types of conflicts of interest, by referring to the procedure below and the risk mapping system. It is recalled that under the provisions of Article 8 of Regulation (EU) 2020/1503, accessible via the following link:

• ClubFunding must not have any stake in any crowdfunding offer proposed on the platform.
• ClubFunding cannot accept as project owners related to the crowdfunding services offered on the platform any of the following persons:

1. Their shareholders holding 20% or more of the capital and voting rights;
2. Their executives or employees;
3. Any natural or legal person linked to its shareholders, executives, or employees by a control relationship, namely: a. A case where a company holds the majority of the voting rights of shareholders or partners of another company. b. A case where a company has the right to appoint or remove the majority of the members of the administrative, management, or supervisory body of another company and is at the same time a partner or shareholder of said company. c. A case where a company has a dominant influence over a company in which it is a shareholder or partner by virtue of a contract concluded with it or a clause in the articles of association of the influenced company. d. A case where a company is a shareholder or partner of a company and the majority of the members of the administrative, management, or supervisory bodies of this company in office during the financial year as well as the previous financial year and until the establishment of consolidated financial statements, have been appointed solely by exercising the voting rights of the shareholder company or where the said company alone controls, by virtue of an agreement concluded with other shareholders or partners, the majority of the voting rights of the shareholders or partners of said company. e. A case where a company effectively exercises or can exercise dominant influence or control over another subsidiary company belonging to the project owner's corporate group. f. A case where the shareholder company of the project-owning company and the project-owning company are placed under a single management.

If ClubFunding accepts as an investor in crowdfunding projects offered on the platform, any of its executives, employees, or shareholders, it must clearly indicate on the website that the platform accepts these persons as investors by publishing information on the crowdfunding projects in which they invest and ensuring that these investments are made under the same conditions applicable to other investors and that these persons do not benefit from any preferential treatment or privileged access to information. To this end, ClubFunding provides the following mention:

"To learn about ongoing projects in which the partners, executives, or employees of CLUBFUNDING have invested, please click on the following link: "

To comply with current legislation on conflicts of interest, ClubFunding has established this procedure accessible to all investors via the website.

This procedure was established to enable the strict application of European legislation (Regulation EU 2020/1503) on the one hand and, on the other hand, to determine the exhaustive list of potential conflicts of interest related to crowdfunding offers proposed by ClubFunding.

This procedure outlines the actions implemented to avoid any conflict of interest according to legal prohibitions and identified risks. This procedure applies to all direct or indirect shareholders of ClubFunding, all employees, as well as all executives.

The conflict-of-interest prevention and management policy of ClubFunding is structured as follows:

• Identification of conflicts of interest that may arise from the activity;
• Prevention mechanisms;
• Client information.

1. Identification of conflict-of-interest situations a. Conflicts of interest that may concern ClubFunding itself:

• ClubFunding holds securities of the issuer before the transaction;
• ClubFunding maintains commercial relationships with one or more competitors of the issuer;
• The client’s interest diverges from ClubFunding's commercial interest (e.g., implementing the most appropriate solution for the client’s situation would result in lower remuneration for ClubFunding).

b. Conflicts of interest that may concern ClubFunding employees:

• The employee(s) responsible for designing and implementing the transaction directly or indirectly holds securities, whether listed or not, of the issuer;
• The employee(s) responsible for designing and implementing the transaction receive direct remuneration and/or gifts from the issuer of the relevant securities.

Prevention Mechanisms

ClubFunding and its employees are committed to directing all their actions in the client’s interest and refraining from deliberately recommending any investment against it.

It is specified that ClubFunding will refrain from implementing crowdfunding operations when:

• More than 20% of the issuer’s share capital or voting rights are held by a direct or indirect shareholder of ClubFunding;
• An executive of the issuer is also an executive or employee of ClubFunding;
• The executives, employees, or shareholders of this issuer are linked to shareholders, executives, or employees of ClubFunding by a control relationship.

Each employee of ClubFunding must alert management in the event of detecting a conflict of interest concerning them or the company.

It is strictly forbidden for an executive or employee of ClubFunding to accept from a client or one of its representatives any remuneration, whether declared or hidden, or any gifts or advantages representing a total value exceeding 150 euros.

c. Conflicts of interest that may concern ClubFunding and CFAM:

• Allocation of investment files to target companies benefiting CFAM at the expense of ClubFunding;
• A co-investment in a target company by ClubFunding (via its investor members) on the one hand and an OPC managed by CFAM on the other under more favorable conditions for CFAM.

Transparency on Potential Conflicts

ClubFunding informs its customers about the identity of issuers with whom it has a commercial relationship.

Additionally, ClubFunding will inform its customers whenever a direct or indirect shareholder, one of its employees, or executives, or a person linked by a control relationship to them, invests in a project presented for investment on the ClubFunding website, noting that such an investment cannot exceed 5% of the total amount raised for that project.

Finally, payment by a third party of any remuneration or granting of any non-monetary advantage due to a recommendation from ClubFunding is only allowed if it aims to improve the quality of advisory services provided to the client and does not undermine ClubFunding’s obligation to act in the best interests of the client.

Specific Mention on the Platform’s Website

The ClubFunding platform will include the following mention in its "legal notices" page regarding conflicts of interest:

"Conflicts of Interest

In accordance with Regulation 2020/1503, ClubFunding has established a conflict-of-interest management procedure. ClubFunding does not have any stake in any crowdfunding offer on its platform. ClubFunding does not accept as project owners related to its crowdfunding services any of the following persons..." ClubFunding does not accept as project sponsors in connection with crowdfunding services on its crowdfunding platform any of the following individuals: a) its shareholders holding 20% or more of the share capital or voting rights; b) its directors or employees; c) any natural or legal person linked to these shareholders, directors, or employees by a control relationship within the meaning of Article 4, paragraph 1, point 35) b), of Directive 2014/65/EU.

Internal procedures have been implemented by ClubFunding to ensure compliance with these rules.

For any questions regarding this matter, you can contact us at contact@clubfunding.eu.