Conflicts of Interest

The purpose of these regulations (RICI) is to establish a comprehensive and detailed regulatory framework for the management of conflicts of interest in URBIX, a financial institution subject to current legislation in Spain. These regulations are based on the principles of transparency, integrity and protection of the interests of clients and other interested parties that have been established in the internal rules of conduct (RCI).

This regulation represents URBIX's unwavering commitment to business ethics, integrity and transparency in the management of conflicts of interest, contributing to strengthen the trust of our clients, collaborators and society in general.

The purpose of these regulations is to ensure strict compliance with current legislation on conflicts of interest, along with the prevention and punishment of crimes related to these situations.

Compliance with current legislation:
The obligation is established for all company collaborators to comply with all applicable legal regulations, including the Spanish Securities Market Law and the articles of the Penal Code related to conflicts of interest.

A conflict of interest is considered to be any situation in which the personal, financial or business interests of URBIX employees, officers or collaborators conflict with the interests of investors, developers, business partners and/or suppliers, with URBIX or its related parties.

Conflicts of interest may arise in a variety of areas, including, but not limited to:

• Financial transactions.
• Investment in promoters or business partners.
• Management of assets in the equity financing portfolio.
• Marketing of equity financing products.
• Provision of services.
• Relationships with suppliers and/or business partners.
• Own investment and financing activities.

All members of URBIX, from senior management to each employee, are required to identify, disclose and proactively manage any situation that may give rise to a conflict of interest.

A structured process of mapping and categorizing potential conflicts of interest will be implemented, considering different areas of the company, such as financial transactions, investment advisory, asset management and brokerage, among others.

This will allow us to identify potentially conflictive situations and take specific preventive measures.

A thorough review of all internal and external financial transactions will be carried out, with special emphasis on identifying those that may give rise to potential conflicts of interest. This will include related party transactions, complex financial operations, and any type of transaction that presents a higher level of risk in terms of conflicts of interest.

A detailed assessment of the advisory and intermediation areas will be carried out, considering interactions with clients, suppliers and other external entities. This assessment will focus on identifying situations where the company's interests may conflict with the interests of third parties, which could trigger potential conflicts of interest.

An exhaustive review of the company's background in relation to conflicts of interest will be carried out, considering previous cases, lessons learned and identified good practices. This background review will allow us to detect recurring patterns or situations that may indicate specific areas for improvement in the management of conflicts of interest.

An exhaustive analysis of the personal and family relationships of employees and executives will be carried out in search of possible connections that may influence business decisions. Family ties, close friendships or any other relationships that may compromise impartiality and transparency in decision making will be identified.

Personal investments and shareholdings in other companies by key employees will be examined in detail. This evaluation will ensure transparency in individual financial activities and help identify potential conflicts of interest arising from investments that may affect corporate decisions.

Employees' extracurricular activities or secondary positions that may have an impact on their corporate responsibilities will be analyzed. Particular attention will be paid to roles in non-profit organizations, external boards of directors or any other activities that may pose potential conflicts of interest.

Review existing business relationships between the company and suppliers, customers or strategic partners for potential conflicts of interest. The nature of these relationships shall be evaluated and measures shall be put in place to ensure fairness in transactions and decisions related to these business relationships.

Internal policies and practices will be reviewed periodically to identify areas of potential conflict of interest. A proactive process of reviewing and updating internal policies, procedures and controls will be established to prevent and effectively manage conflicts of interest.

Interdepartmental collaboration will be encouraged for the effective exchange of information on potential conflicts of interest. Relevant departments such as compliance, risk management, internal audit and operations will be involved in identifying and assessing conflicts, ensuring a comprehensive view of the situation.

A thorough analysis of internal operations, as well as business relationships with third parties, will be carried out in order to identify points of convergence that may give rise to conflicts of interest. This will include a detailed examination of financial transactions, resource allocation and any type of interaction that may generate potential conflict situations.

A specific analysis of the risks and vulnerabilities inherent to the financial sector will be carried out in order to identify areas or practices that represent a greater risk of conflict of interest. This analysis will allow us to direct our conflict identification and management efforts towards the areas of greatest relevance and criticality for the company.

A detailed evaluation of the incentive and compensation systems will be carried out, with special emphasis on identifying possible incentives that may give rise to conflicts of interest.

Additional safeguards and controls will be established to mitigate the risks associated with incentive and reward systems.

Clear protocols and procedures shall be established to mitigate and, as far as possible, avoid conflicts of interest that are identified over time.

In cases where it is not possible to avoid a conflict of interest, the most appropriate measures for its management will be determined, in order to ensure the protection of the interest of clients and other stakeholders, especially safeguarding the legislation and regulations that affect the activity of our business.

Clear policies shall be established with respect to the disclosure of conflicts of interest to customers and relevant stakeholders, ensuring that their informed consent is obtained in applicable situations.

The Control Body of the internal rules of conduct will be responsible for ensuring compliance with these internal rules and for providing the corresponding explanations to the Board of Directors of URBIX.

If a member of the Control Body of the RIC, is involved and/or related to the possible conflict of interest, at the moment that this situation is known, he/she will be excluded from the Control Body that will see this matter. If the substitution of this resource is not possible, the matter will be heard directly by the Board of Directors.

URBIX is committed to transparently disclose any identified conflict of interest to all parties involved, including customers, employees, shareholders and regulators, in compliance with current regulations.

URBIX is committed to implementing a comprehensive ongoing training program on the identification, management and reporting of conflicts of interest. This program will be designed to cover all levels of the organization, including employees, managers and collaborators from all areas. The training will focus on understanding the ethical and legal implications of conflicts of interest, promoting adherence to best practices and standards of conduct.

Educational materials and resources will be developed to support the continuing education program. These resources will include guides, case studies, concrete examples and interactive materials to facilitate understanding and practical application of the principles related to conflicts of interest.

Participation in the continuous training program will be mandatory for all employees, managers and collaborators, and will be conducted on a regular basis, ensuring that everyone is updated with current best practices and regulations related to the management of conflicts of interest.

At the end of the training program, evaluations will be conducted to measure understanding and retention of the knowledge acquired. These evaluations will serve as a tool to identify areas requiring further emphasis and to ensure that all participants are effectively trained.

The training program will not only focus on technical and legal aspects, but will also seek to foster a culture of integrity, ethics and transparency within the company. It will promote the importance of honesty, fairness and decision making based on the best interest of the clients and the company.

The company is committed to periodically reviewing the ongoing training program, incorporating feedback from participants and adapting the content to address new trends, challenges and regulations related to managing conflicts of interest in the financial sector.

This comprehensive approach to training and awareness will ensure that all members of the firm are equipped with the knowledge and skills necessary to address conflicts of interest ethically, effectively and in compliance with applicable regulations.

A comprehensive and centralized record shall be kept of all conflicts of interest identified, the measures taken to manage them and the follow-up of their resolution. This register will be available for internal consultation and will be an integral part of audits and regulatory reviews.

Periodic internal audits will be carried out to verify compliance with the procedures established in the management of conflicts of interest, ensuring that consistency and effectiveness in their application is maintained.

After the initial identification and management of a conflict of interest, a responsible person will be designated to continuously monitor progress in resolving the conflict. This follow-up will be documented and presented in periodic reports to the RIC's Supervisory Body, ensuring rigorous monitoring of the situation.

In the case of complex or prolonged conflicts of interest, a regular review of the management strategies adopted will be carried out, considering possible adjustments or additional actions necessary for their effective resolution.

The register of conflicts of interest and follow-up reports will be treated with the utmost confidentiality, limiting access to authorized personnel and in compliance with applicable data protection regulations.

The information gathered in the conflict of interest register will be integrated into the company's risk management process, allowing a holistic view of the potential impacts on operations, reputation and regulatory compliance.

The company agrees to submit to the supervision of the competent regulatory agencies regarding conflicts of interest, cooperating fully in inspections and providing the required information at all times.

Failure to comply with the provisions of these regulations regarding the management of conflicts of interest will be subject to disciplinary measures, in accordance with URBIX internal policies. These measures may range from formal reprimands, temporary suspensions, to termination of the employment contract, depending on the severity and recurrence of the breach. It is essential that all employees, managers and collaborators understand the consequences of acting against the rules established for the management of conflicts of interest.

The company agrees to submit to the oversight of the competent regulatory agencies regarding conflicts of interest. In the event that serious irregularities or non-compliance are identified, full cooperation with such agencies will be paramount. The company is committed to provide the required information, cooperate in investigations and implement the necessary corrections in a timely and transparent manner. External oversight is seen as an opportunity to strengthen compliance practices and reaffirm the commitment to integrity and transparency in all of the company's operations.

It is an obligation for all URBIX employees, managers and collaborators to report any alleged violation or irregularity in relation to conflicts of interest. This report must be made in a confidential and ethical manner, thus allowing for a proper investigation and the adoption of the necessary corrective measures. Fostering a culture of responsible reporting helps to prevent and quickly detect potential non-compliance, protecting the integrity of the company and its stakeholders.

As part of our compliance prevention measures, we will implement an ongoing ethics and compliance training program. This program will specifically address the implications and consequences of non-compliance with policies related to conflicts of interest, reinforcing the importance of acting with integrity and transparency in all interactions related to the company.

Disciplinary policies related to conflicts of interest will be reviewed and updated periodically to ensure alignment with best practices, current regulations and the highest ethical standards. The constant updating of these policies is vital to maintain an effective regulatory framework that is adaptable to changes in the business and regulatory environment.

A review committee will be established to periodically evaluate the effectiveness and efficiency of the measures adopted for managing conflicts of interest, proposing updates or improvements to the regulations as necessary.

The regulations will be reviewed periodically to ensure their adequacy to regulatory, operational and market changes, ensuring that they continue to be an updated and effective reference framework.

We have made a summary of the most relevant applicable laws and regulations, without the absence of any precept, provision or rule being considered as an exemption or release from the same.

Stock Market Law (Law 24/1988)

• Article 28: Establishes the obligations and responsibilities in the prevention of conflicts of interest for financial entities and their employees, including the disclosure and adequate management of such conflicts.
• Article 120: Regulates the obligation of financial entities to keep detailed records of the operations carried out, guaranteeing the transparency and traceability of financial movements.

Law on Information Society Services and Electronic Commerce:

• Article 24: Establishes the information obligations that financial entities must comply with when offering online services, thus protecting the rights of consumers and guaranteeing transparency in transactions by electronic means.

Civil Code:

• Article 1255: Regulates the essential elements of contracts, such as consent, object and cause. It establishes the legal basis for the validity of contracts between the financial company and its clients, ensuring transparency and fairness in contractual relations.
• Article 1301: Establishes civil liabilities arising from wrongful acts, including compensation for damages in case of breach of contract or damage caused by a conflict of interest.

Public Sector Contracts Law (Law 9/2017):

• Article 60: Regulates the prevention of conflicts of interest in public procurement, establishing measures to ensure fairness and transparency in procurement processes between the financial company and public sector entities.

Penal Code:

• Article 285: Defines the crime of swindling, including fraudulent conduct that could arise in the context of a conflict of interest in a financial company.
• Article 301: Regulates the crime of unfair administration, which could apply in situations where an employee or officer of the company acts for his own benefit to the detriment of the interests of the company or its clients.

These regulations will become effective from the date of their approval by URBIX management. It will be communicated to all employees, managers and collaborators through internal means and the necessary training will be provided to ensure its understanding and correct application.

With the implementation of this regulation, URBIX reaffirms its commitment to transparency, ethics and regulatory compliance in the management of conflicts of interest. All members of the organization are responsible for complying with the established provisions and for reporting any violation or conflict situation detected.

The importance of criminal liability is emphasized at both the individual and institutional level in the event of non-compliance with legislation, and the obligation to report any suspicious behavior that may be related to conflict of interest offenses is established.

Internal Regulations on Conflicts of Interest - URBIX PSFP, S.L. version 1.0