With this policy, Walliance SpA ("Walliance" or the "Company") defines its own policy to prevent fraud.
FRAUD PREVENTION POLICY
Fraud occurs whenever a person engages in fraudulent behavior aimed at creating an economic advantage and a disadvantage to an investor. It is therefore considered that cases of fraud may derive from the following factors, for which the following safeguards are envisaged, subject to the fact that the Company will report any situation likely to be deemed fraud to the Judicial Authority.
Fraud related to the offeror's behavior
The Company believes that the greatest risk of fraud derives from the possible publication of false or incomplete information provided by the parties qualifying as offerors (the "Offerors") pursuant to Article 2, paragraph 1, letter c) of the CONSOB Regulation no. 18592 of June 26, 2013. During the offer selection phase, the Company carries out formal checks aimed at assessing the accuracy, completeness and transparency of the information provided during the preparation phase of the collection, possibly resorting to external assistance. In particular, in order to confirm the effective regularity of the offers, the Offeror must present and publish within the Portal the resolution to increase the capital that authorizes the public offering of the financial instruments: therefore, the controls of legality established by the notary who draws up the minutes are valid for this purpose.
A further risk factor concerns the misuse of funds collected after the successful closing of the offer. It is noted that the Offeror is solely responsible for the use of funds collected. The Company requires the Offeror to provide periodic updates even after the conclusion of the campaign, believing that this obligation can act as a deterrent to committing fraud.
Fraud related to Financial Transactions
The services related to the care and execution of orders for access to the offers of the Portal and those relating to the establishment of the funding for the collection of orders concerning the subscription of risk capital of the Offering companies published on the Portal, will be offered exclusively by the bank with which the Company has entered into an agreement concerning the procedures for the transmission of orders collected by investors (the "Bank"). Therefore, within this context all anti-intrusion measures implemented by the Bank are applied.
Fraud related to the publication of information
The Company will publish the offer on its portal (the "Portal") only as a result of the selection process, thus only after having carried out a careful evaluation of the project, the feasibility plan, the business plan and the lawfulness of the initiative. This allows the Company to perform an accurate and exact checking of the contents of the published offer, which will faithfully represent the reality of the project and the real prospects of success, highlighting in detail the positive and negative aspects of the investment. At the same time, checks will be carried out on the lawfulness and truthfulness of the documents provided during the selection process of the initiative. This verification will allow the investor to have an exact picture of the project in which he invests his savings, while avoiding the risks of fraud.
Anti-intrusion protection against third parties is guaranteed through the server-farm hosting the portal. The Company also adopts all the measures necessary to guarantee the protection of the so-called administrator password.
POLICY FOR THE MANAGEMENT OF CONFLICTS OF INTEREST
"conflict of interest" in general refers to the situation that occurs when a "high decision-making responsibility” is entrusted to a person who has personal or professional interests in conflict with the impartiality required by such responsibility, which can therefore be compromised by the interests involved;
as part of the services offered and the activities carried out by Walliance SpA ("Walliance" or the "Company") through its online portal (the "Portal"), those who are entrusted with a so-called "high responsibility" are: shareholders and the members of the Board of Directors because these parties are involved in management of Walliance, thus they are deemed parties who manage and control all the activity, as well as any further future members of the committee that will deal with the evaluation of offers (so-called "Evaluation Committee");
recipients of the services offered by Walliance means, on the one hand, any person qualifying as an offeror pursuant to Article 2, paragraph 1, letter c) of the CONSOB Regulation no. 18592 of June 26, 2013 (the "Regulation") that register as such on the Portal (the "Offeror") and, on the other hand, the parties qualifying as investors pursuant to the Regulations (the "Investors"). Both have an interest in having the Company take the necessary measures to avoid any conflict of interest.
Identification of cases of conflict of interest
As a non-limiting example, the following are cases of conflicts of interest identified by the Company:
One or more relevant parties entrusted with so-called "high responsibility" within the context of the services offered and the activities carried out by the Company (that is, specifically, the shareholders and members of the Board of Directors, as well as any further future members of the Evaluation Committee), or a related party, holding a stake in the Offeror's share capital, or if there is any agreement for which he may acquire a shareholding in the Offeror's share capital in the future;
one or more of said parties entrusted with so-called "High responsibility", or a related party, has performed or performs independent or subordinate work to the benefit of the Offeror who has not yet been paid, in whole or in part, at the time of submission of the offer, or if there is any agreement based on which this service will be performed in the future; one or more of said parties entrusted with so-called "high responsibility" is linked by a relationship of close and direct kinship (spouse, cohabitating partner, or relative up to the fourth degree) with the parties who hold so-called "High responsibility" roles for the Offeror;
one or more of said parties entrusted with so-called "High responsibility", or a party related to them, that can draw a financial interest or derive any other personal advantage from the publication and/or the successful outcome of the offer, which is different and additional to the service provided by said Company.
The term "related party" is to be understood pursuant to the "Regulations containing provisions on transactions with related parties", adopted by CONSOB with Resolution no. 17221 of March 12, 2010 and subsequently amended by Resolution no. 17389 of June 23, 2010. In particular, a correlation exists in the case of possession, directly or indirectly, of a share of not less than 20% of the voting rights.
Measures to prevent conflicts of interest
In order to reduce these risks, in addition to ensuring that it operates with diligence, accuracy and transparency pursuant to Art. 13, paragraph 1 of the Regulations, the company adopts the following measures:
Walliance does not provide any financial advice to Investors, nor will any recommendations or requests be made to subscribe to specific financial instruments;
Walliance does not hold and will not hold any future financial instruments that can be linked or refer to the Offerors;
the Evaluation Committee will verify if there is a possible conflict of interest during the Offer evaluation procedure and, if so, will notify the Chair or CFO of Walliance in writing for the application of further measures, as well as also notifying said Offeror.
Procedure for resolving and managing conflicts of interests
In the event that Walliance becomes aware of a conflict of interest situation during the evaluation process:
if it is a conflict of interest referred to in points 1.1.1 and/or 1.1.4, Walliance must renounce the assignment;
where it is a conflict of interest referred to in points 1.1.2 and/or 1.1.3, the interested parties must refrain from participating in the offer evaluation process.
In the event that Walliance becomes aware of a conflict of interest situation as a result of the publication of the offer on the Portal, it will immediately inform Investors of this on the Portal. In this case, the Board of Directors of Walliance will proceed, according to the principles of diligence, accuracy and transparency, to analyze the situation to verify if the conflict has a risk profile to require giving up the task or if it can be resolved by the abstaining of the concerned party or otherwise, always ensuring the protection of the interests of the other party. Such procedure will also be applied in the case of a conflict of interest different from those listed in point 1.1.
POLICY FOR THE MANAGEMENT OF COMPLAINTS
With this policy, Walliance SpA ("Walliance") defines the terms and conditions with which the contractors of Walliance (the "Customers"), whether they are eligible as offerors (the "Offerors") pursuant to Article 2, paragraph 1, letter c) of CONSOB Regulation no. 18592 of June 26, 2013 (the "Regulations"), or as investors pursuant to the Regulations (the "Investors"), can send complaints to Walliance related to the service offered.
Complaints must be presented in the appropriate area of the Portal.
Such complaints must contain the identifying information of the claimant (name, first/last name, or company name, residence or registered office) and the contact details by which the complainant wishes to be contacted, as well as the specific reasons on which the complaint is based.
Walliance agrees to inform the Customer of the outcome of the complaint within seven (7) working days of receipt, provided that it contains all the elements necessary for its assessment. In this regard, Walliance reserves the right, within the same period of seven (7) working days from the receipt of the complaint, to request clarification on the content of the complaint. In this case, the reply will be provided within five (5) working days from receipt of the requested clarifications.
The reply will contain the reasons why Walliance considers the complaint founded or unfounded. In the event that the complaint is considered founded, Walliance will inform the Customer of the measures and timing with which it intends to solve the problem reported by the complainant and remedy any damage incurred by the latter. In the event that the complaint is deemed to be unfounded, Walliance will provide the complainant, in addition to the reasons for its decision, with the necessary indications to resolve the issue, where it deems appropriate, using out-of-court dispute resolution systems.
Subject to the specific provisions relating to the resolution of disputes contained in the "General conditions of use" of the Walliance portal applicable to Investors and Offerors, where requested by the Complainant on a voluntary and non-mandatory basis, the proceedings before the Arbitrator may be applied for Financial Disputes (ACF), established by CONSOB Regulation no. 19602/2016. More information on the procedure before the ACF can be found at: http://www.consob.it/web/area-pubblica/arbitro-per-le-controversie-finanziarie.
Walliance has appointed the Chief Investment Officer of Walliance as the manager of the complaint.
The data relating to the complaints received, together with the measures adopted as a result of the same, will be indicated, pursuant to Article 21, paragraph 3, letter d) of the Regulations, in the annual report that Walliance will send to CONSOB.