1. Liable Persons

1.1. These Regulations apply to the following persons (the "Liable Persons"): directors, shareholders holding at least 20% of the share capital or voting rights, managers, employees, and any natural or legal person linked to those shareholders, managers, or employees by control, i.e., having the relationship between a parent undertaking and a subsidiary as 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. Any subsidiary undertaking of a subsidiary shall also be considered a subsidiary of the parent undertaking which is at the head of those undertakings

The cases referred to in Article 22 of Directive 2013/34/EU are as follows:

1. If the parent company:
   • Has the majority of the voting rights of the shareholders or partners of another company (subsidiary company);
   • Has the right to appoint or dismiss the majority of the members of the administrative, management, or supervisory body of the other company (subsidiary company) and is at the same time a shareholder or partner of that company;
   • Has the right to exercise a dominant influence over an enterprise (subsidiary enterprise), of which it is a shareholder or partner, by virtue of a contract concluded with it or by virtue of its articles of association or a clause in the articles of association of that enterprise, where the law on which the subsidiary enterprise depends allows it to be subject to such contracts or clauses in the articles of association;
   • Is a shareholder or partner of a company, and:
     • The majority of the members of the administrative, management, or supervisory body of the other undertaking (subsidiary undertaking), in office during the financial year, during the preceding financial year, and up to the establishment of the consolidated financial statements, have been appointed by the mere exercise of their voting rights; or
     • It alone controls, by virtue of an agreement concluded with other shareholders or partners of that undertaking (subsidiary undertaking), a majority of the voting rights of the shareholders or partners of that undertaking (subsidiary undertaking). Member States may adopt more detailed provisions concerning the form and content of such agreements;
2. Such an undertaking (a parent undertaking) can exercise or does exercise a dominant influence or control over another undertaking (a subsidiary undertaking); or
3. Such an undertaking (a parent company) and another undertaking (the subsidiary undertaking) are under the sole management of the parent company.

1.2. Liable Persons must be familiar with, comply with, and cooperate in the application of the legislation in force affecting their specific field of activity and these Regulations.

2. Acquisition of the status of Liable Person

2.1. When a person must become subject to the Rules, the Compliance Officer (CO) shall send a communication to the person advising them of this situation, along with a copy of the Internal Rules of Conduct.

2.2. A letter shall be attached, which the Liable Person must return duly completed and signed, acknowledging receipt of the Regulations and declaring adherence to them, undertaking to comply with all related obligations.

3. Training

Adventurees shall adopt all necessary training measures related to these Regulations.

4. Communications with the Control and Regulatory Compliance Body

Unless expressly required to communicate by duly signed letter, communications provided for in these Rules of Conduct may be made in writing by email, fax, or any other means that provides proof of receipt.

5. Loss of the condition of Liable Person Subject to the Rules of Conduct

5.1. The status of Liable Person Subject to the Internal Rules of Conduct of Adventurees is automatically lost as follows:

1. The termination of the corporate relationship (partners and directors), employment, or service relationship with Adventurees, as well as the loss of the status of a natural or legal person linked to those partners, managers, or employees by control, and between a parent company and a subsidiary in all 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 a company, for any cause, entails the automatic loss of the status of Liable Person without any need for communication.

5.2. The loss of the status of Liablet Person only entails the extinction of the obligations of the person affected by this status, without prejudice to the remaining obligations derived from the regulations applicable to FSPs.

6. Compliance Officer

6.1. The Compliance Officer (CO) shall be the General Directorate of Adventurees.

6.2. The Compliance Officer (CO) will prepare an annual report evaluating the degree of compliance with the Regulations in the matters that are their responsibility.

The report shall include:

(i) A summary of the regulatory or any other type of initiatives carried out by the CNMV or any other competent authority within the scope of REGULATION (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European providers of equity funding for companies

(ii) An assessment of compliance with this Regulation with a description of the main incidents.

7.1. Concept

Own-account transactions are transactions carried out by the Liable Persons in relation to their assets and linked to the platform.

7.2. Limits to the participation in the projects and duty of information

7.2.1. Adventurees may not participate in the projects published on its website, nor may it accept as promoters the Subject Persons or any natural or legal person closely linked to them by a relationship of control; this also applies to their spouses or persons with whom they live in a similar relationship of affection, as well as their relatives up to the second degree of consanguinity or affinity.

7.2.2. Subject Persons may only act as investors in projects offered in the ECP if there are adequate safeguards against conflicts of interest and it is guaranteed that these persons do not enjoy preferential treatment or have privileged information on the projects. In such cases:

7.2.2.1. Adventurees shall identify and make public on its website information on those Liable or Related Persons who are accepted as investors, including information on the specific equity funding projects in which they have invested and the amount of their participation.

7.2.2.2. Circumstances that constitute or may constitute a conflict of interest involving a risk or detriment to the interests of customers shall be identified and the conflict prevention and resolution procedures provided in section 8 of this Internal Code of Conduct shall be applied.

7.2.3. Adventurees shall not participate in projects published by other FSPs.

8.1. Concept.

A Conflict of Interest exists when at least two conflicting interests coincide in the same person or decision-making environment, conditioning the impartial, neutral, and diligent provision of a service or operation by this company.

8.2. Possible conflicts of interest

8.2.1. Examples of conflicts of interest include:

• Developing activities on their own account or on behalf of others that involve effective or potential competition with the company.

• Using the company name to unduly influence private operations.

• Using the company's confidential information for private purposes.

• Having a financial or other type of incentive to favor third-party clients' interests over the client's interests.

• Receiving from a third party an incentive related to the service provided to the client, in money, goods, or services, other than the usual commission or remuneration for the service in question.

8.2.2. Conflicts may also arise from family, professional, economic, or other relationships, or situations known to them due to their specific function or position in the company.

8.2.3. When determining possible Conflicts of Interest, situations generating potential conflict assessed by an impartial observer with knowledge of the circumstances surrounding the person and the specific case shall be considered.

8.2.4. Persons subject to these regulations are expressly prohibited from making personalized recommendations to investors on projects published in the ECP.

8.3. Avoidance of conflicts of interest

8.3.1. To control possible conflicts of interest, persons subject to these internal regulations must inform the General Management before executing operations that could potentially involve conflicts of interest compromising their impartial performance.

8.3.2. Considerations include:

1. Family ties: spouse or person with affective relationship such as ascendants, descendants and siblings.

2. Economic interests: when Liable Persons maintain a professional or business relationship with the other party involved in the transaction.

3. Interests due to their position in the company: when carrying out the operation directly or indirectly affects them personally or other entities in which they have a managerial or ownership position.

8.3.3. Any potential conflict of interest identified must be immediately communicated to the Compliance Officer for evaluation.

8.3.4. providers of equity crowdfunding services shall take all appropriate measures to prevent, detect, manage and disclose conflicts of interest between, on the one hand, the providers of equity crowdfunding services themselves, their partners, managers or employees, or any natural or legal person linked to them by control as defined in Article 4(1)(35)(b) of Directive 2014/65/EU, and, on the other hand, their clients, or between two clients.

8.3.5. Providers of equity crowdfunding services shall inform their clients of the general nature and sources of conflicts of interest and the measures taken to mitigate them.

Such information shall be prominently displayed on the equity crowdfunding service provider's website

8.3.6. The information referred to in paragraph 5 shall be communicated

1. in a long-lasting medium;
2. in sufficient detail, taking into account the nature of each client, to enable the client to make an informed decision on the service in the context of which the conflict of interest arises.

8.3.7. ESMA shall develop draft regulatory technical standards to specify:

1. the requirements for the maintenance or application of the internal arrangements referred to in paragraph 3;
2. the measures referred to in paragraph 4;

8.4. Resolution of conflicts of interest

8.4.1. Liable Persons who encounter a conflict of interest should refrain from intervening and should not participate in related processes or decisions.

8.4.2. Liable Persons shall communicate to the Compliance Officer the circumstances of the conflict, so appropriate measures can be taken to avoid compromising the impartial provision of the service.

The customer, following such communication, shall take a decision in relation to the service affected by the conflict of interest. If the customer wishes to continue using the service, it shall notify the company in writing.