Conflicts of interests management

Management of Conflicts of Interest (PSFP)

• Presentation and objective of the procedure](conflicts-of-interests-management.md#presentation-and-objective-of-the-procedure)

• Definition and mapping of conflicts of interest](conflicts-of-interests-management.md#definition-and-mapping-of-conflicts-of-interest)

• Prevention of conflicts of interest](conflicts-of-interests-management.md#prevention-of-conflicts-of-interest)

• Managing conflicts of interest (conflicts-of-interests-management.md#managing-conflicts-of-interest)

• Customer information](conflicts-of-interests-management.md#customer-information)

• Remuneration

• Modalities of communication to third parties](conflicts-of-interests-management.md#modalities-of-communication-to-third-parties)

Presentation and objective of the procedure

As part of its activity as a provider of participative financing services, Enerfip is likely to be confronted with situations of conflicts of interest that could harm the interests of its clients, whether they are project holders or investors. Enerfip has therefore put in place this policy for the prevention and management of conflicts of interest in order to ensure that the interests of its clients are protected and take precedence. This procedure for preventing and managing conflicts of interest will be regularly updated in line with applicable regulations and Enerfip's activities;

The person in charge of the procedure is Marion Loiseau, Head of Compliance and Internal Control at Enerfip.

Definition and mapping of conflicts of interest

A conflict of interest is a situation in which the interests of Enerfip and/or one of its employees or associates are not aligned with those of its clients, or are in competition, with the client's interest necessarily taking precedence.

There are many situations likely to give rise to conflicts of interest, including situations in which:

• the interests of Enerfip (and/or those of its employees) and those of its clients are in competition;

• the independence of Enerfip and its employees is likely to be challenged;

• the loyalty, impartiality and professionalism of Enerfip and its employees are likely to be affected;

• Enerfip is likely to make a financial gain or avoid a financial loss at the expense of its client;

• Enerfip has an interest in the outcome of a service provided to the client or a transaction carried out on the client's behalf that is different from the client's interest in that outcome;

• Enerfip has an incentive, for financial or other reasons, to favour the interests of another client or group of clients over those of the client concerned;

• Enerfip has the same professional activity as the client;

• Enerfip receives or will receive from a person other than the client an incentive in relation to the service provided to the client, in the form of monetary or non-monetary services or benefits.

The identification of these situations is not exhaustive and requires constant vigilance. Enerfip has therefore drawn up a map of the conflicts of interest it is likely to encounter and taken measures to prevent these risks. This map of conflicts of interest, which is also updated periodically, is as follows:

Nature of conflict of interest	Methods of prevention	Frequency of control
Conflicts of interest with Enerfip Gestion
1. 1 Project selection criteria	Project pre-selection committee to allocate projects between Enerfip and Enerfip Gestion	At each project
	1. 2. Conflicts of interest relating to the activities of Enerfip gestion	A strict allocation strategy between the Funds (taken individually and jointly) and Enerfip has been established and is placed in the sole hands of the RCCI. This allocation is based on objective and tangible criteria allowing strict and mechanical application summarised below and in the appendix.
1.3. Subscription by a fund managed by Enerfip Gestion or by Enerfip Gestion directly	In the event of a subscription carried out as part of Enerfip Gestion's internal procedures or by a fund managed by Enerfip Gestion, the subscription is processed in accordance with the procedure for monitoring subscription forms without preferential treatment; In accordance with Article 8.2 of the European Regulation, Enerfip clearly mentions on its website, via this freely accessible procedure, that it accepts this type of investor. Finally, information is published on the amounts subscribed by these investors. The RCCI is informed.	Each project
2. Conflicts of interest relating to project sponsors
2.1. Project selection criteria	Each decision to select or not to select a project is based on an in-depth and objective study carried out: 1) by Enerfip employees; 2) then by the Project Selection Committee; 3) finally by unanimous decision of the Selection Committee (of which the Chairman of Enerfip and the Managing Director plus a third member, an Enerfip employee, are members). The principle of primacy is that of the interests of investors. Enerfip ensures that each project holder is treated fairly, and that personal relationships or family ties are not a factor in project selection.	To each project
2.2. Holding by a manager, or employee of a significant shareholding in the capital of the project promoter	Any manager or employee of Enerfip (and by extension any person linked by a control relationship within the meaning of Article 4(1)(35)(b) of Directive 2014/65/EU) must clearly indicate to Enerfip, in writing, any holding of a shareholding in a project for which a funding application is made to Enerfip. Individuals will therefore not be able to participate in the selection process described above, i.e. neither in the analysis of the project by Enerfip employees, nor in the Selection Committee. If the Chairman and/or the Managing Director are involved, the final decision rests with the Selection Committee, by unanimous vote (from which they will be excluded). The aim of all these procedures is not to give preference in the selection process to projects in which an Enerfip manager, employee or shareholder has a significant stake. The definition of "significant shareholding" is left to the discretion of the Selection Committee, as well as the Chairman and Chief Executive Officer. In the event of a holding of more than 20%, this is deemed significant and the project cannot be presented on the platform in accordance with Article 8.2 of the European Regulation.	Each project
2.3. Selection and proposal of the project in which an Enerfip shareholder is a shareholder	Enerfip may consider the possibility of presenting on its site a project in which one of its shareholders (and by extension any person linked by a control relationship within the meaning of Article 4(1)(35)(b) of Directive 2014/65/EU) is a shareholder. Only members of the Selection Committee who are not shareholders in the project will take part in the selection, and they will apply the usual selection criteria. If the project is offered on the site, the Investor's shareholding in Enerfip is mentioned in the FICI. In the event that a shareholder of Enerfip with more than 20% of the capital (and by extension any person linked by a control relationship within the meaning of Article 4(1)(35)(b), of Directive 2014/65/EU) and itself (or any person linked by a control relationship within the meaning of Article 4(1)(35)(b) of Directive 2014/65/EU) more than 20% in the Project Sponsor, the project cannot be presented on the platform in accordance with Article 8. 2 of the European Regulation.	Each project in which a shareholder of Enerfip is a shareholder
2.4. Investment via SPVs created by the project holder	For equity investments, Enerfip may present the possibility of an investment via an interposed company created by the project holder, for which Enerfip will possibly take the steps to create without, however, owning the SPV in accordance with Article 8 of EU Regulation 2020/1503. Enerfip may, however, be the legal representative of the SPV, but only for the purpose of defending the investors' interests in order to limit conflicts of interest.	Each equity project
2.5. Subscriptions by employees, managers or shareholders with more than 20% of the Project Sponsor	Employees, managers or shareholders with more than 20% of the Project Sponsor (and by extension any person linked by a control relationship within the meaning of Article 4(1)(35)(b) of Directive 2014/65/EU) may subscribe to the projects proposed by Enerfip under the conditions set out in EU Regulation 2020/1503, framed in this paragraph. Subscriptions are processed in accordance with the procedure for tracking subscription forms, without any preferential treatment. In accordance with article 8.2 of the European regulation, Enerfip clearly mentions on its website, via this freely accessible procedure, that it accepts this type of investor. Lastly, information is published on the amounts subscribed by these investors when they are significant (greater than €50,000 each) in the FICI (part D point g) and the RCCI is informed. It is specified that co-investment by employees of the Project Sponsor will be made under the same conditions as any investor subscribing through the Enerfip platform.	At each project concerned, regardless of the type of financial security offered for subscription
3. Conflicts of interest relating to investors
3.1. Principle of allocation of subscriptions	Enerfip has set up a "procedure for handling and monitoring subscription forms" which is strictly applied and which allows clear and impartial management of subscriptions. All data will be transmitted electronically and will enable subscriptions to be allocated fairly.	Each project
3.2 Management of errors on subscriptions	The "procedure for handling and monitoring subscription forms" minimises errors on the processing and management of subscriptions. However, should the situation arise, only the Chairman and Chief Executive Officer may intervene to rectify errors relating to the allocation of subscriptions.	In the event of an error
3.3. Investment monitoring	Investment monitoring is based on objective and pre-established criteria (production monitoring, completion of work on time and on budget, etc.) so as to provide investors with objective and regular information on the projects financed.
3.4. Subscriptions by employees, directors or shareholders of more than 20% in Enerfip	Employees, directors or shareholders of more than 20% in Enerfip (and by extension any person linked by a control relationship within the meaning of Article 4(1)(35)(b) of Directive 2014/65/EU) may subscribe to projects proposed by Enerfip under the conditions set out in EU Regulation 2020/1503, framed in this paragraph. The Enerfip member has access to the details of the equity financing offer (in particular the FICI) at the same time as the other investors on the platform, when the status of the offer changes to "forthcoming". The investor then informs the RCCI prior to the opening of subscriptions. Subscriptions are processed in accordance with the procedure for tracking subscription forms, without any preferential treatment. Thus, information is published on the amounts subscribed by these investors when they are significant (i.e. greater than €10,000 each) in the FICI (part D point g). The Enerfip member concerned is not in charge of project analysis, project monitoring, and in particular the information communicated to investors as part of project monitoring, nor the processing of subscription forms (so that these persons do not benefit from any preferential treatment or privileged access to information). In accordance with Article 8.2 of the European Regulation, Enerfip clearly mentions on its website, via this freely accessible procedure, that it accepts this type of investor. It is specified that co-investment by Enerfip employees will be carried out under the same conditions as any investor subscribing through the Enerfip platform.	To each project
3. 5.	In accordance with Article 8 point 1 of the EU Regulation 2020/1503, the PSFP must not have any participation in any offer proposed on the Enerfip website.	At each project
4. Conflicts of interest related to fundraising, use and dissemination of information
4.1. Precautions relating to the project analysis activity	The project analysis activity is carried out entirely in-house within Enerfip. The result of this work is intended for strictly internal use.	At each project
4.2 Communication of information	All communications to project sponsors and investors will be strictly confidential. Furthermore, no preferential communication is authorised to be made for any reason whatsoever.	Each project
5. Conflicts of interest relating to remuneration policy
5.1. Enerfip's remuneration	Enerfip is remunerated on the basis of fixed file analysis fees and commissions levied on funds raised. These amounts are clearly indicated in the agreements signed with project sponsors. Enerfip will therefore have a clearly defined remuneration policy, thus avoiding conflicts of interest in relation to its remuneration. Furthermore, the commissions charged by Enerfip will be proportional to the work and risk analysis of each project, without favouring or harming certain project sponsors to the detriment of others.	To each project
5.2. Remuneration of managers and employees	In order to avoid any ill-considered risk-taking in the selection of projects, the remuneration of employees, managers and members of the Enerfip Selection Committee will be independent of the projects financed by Enerfip, and their amounts. The variable part of remuneration, if any, will be based on Enerfip's overall performance and not on projects. In this way, Enerfip wishes to avoid any behaviour that could undermine the primacy of its clients' interests.	Annual
5.3. Policy on gifts and benefits	Enerfip's policy is not to accept gifts or benefits from project sponsors. Employees, managers of Enerfip and members of the Selection Committee must refrain from soliciting or accepting gifts or benefits from project leaders that could compromise their impartiality or independence of decision.	Annual
5.4. Principle of declaration of benefits received	In the interests of transparency, employees, Enerfip managers and members of the Project Selection Committee must systematically inform Enerfip Management, by whatever means, of any gifts and benefits they may have received.	Annual

Prevention of conflicts of interest

The prevention of conflicts of interest within Enerfip applies to:

• relations with another Group subsidiary, in particular Enerfip Gestion ;

• relations with project sponsors;

• relations with investors;

• fund-raising, use and dissemination of information;

• remuneration policy.

At each level, Enerfip takes the necessary precautions to prevent any situation that could create a conflict of interest, as described in the map above. In addition, the managers and members of Enerfip's Project Selection Committee undertake to respect in all circumstances the ethics and rules of good conduct relating to the activities of a Participative Finance Service Provider, namely:

• Respect the primacy of investors' interests in all circumstances;

• Respect in all circumstances the rules of fair, honest and professional behaviour.

Managing conflicts of interest

Conflicts of interest are either identified by the members of Enerfip's Project Selection Committee and brought to the attention of Management (understood as the Chairman and Chief Executive Officer of Enerfip), or directly identified by Enerfip's Management as part of its internal control procedures. Enerfip's management proposes a solution for dealing with the conflict, giving priority to the client's interests. Enerfip's management analyses the nature, causes and consequences of the conflict of interest situation identified. If the conflict of interest involves a member of Enerfip's management, he or she is excluded from the management and decision-making process. Enerfip's Management also defines any corrective measures intended to limit the occurrence of a new conflict of interest of the same nature, by modifying or putting in place the necessary procedures and/or controls.

Customer information

In the event that the solution for dealing with the conflict is not sufficient to guarantee, with reasonable certainty, that the risk of harming the interests of clients will be avoided, Enerfip clearly informs clients, before acting on their behalf and for their account, of the general nature or source of these conflicts of interest as well as the measures taken to mitigate these risks. This information shall be provided in a durable medium and shall include sufficient detail, taking into account the nature of the client, to enable the client to make an informed decision about the activity in the context of which the conflict of interest arises. Enerfip's management keeps a register in order to record any conflict of interest situations it encounters.

Remuneration

Enerfip's Management ensures that the terms and conditions of the remuneration of the members of Management and of the Project Selection Committee comply with the principles set out in Article 325-47 of the RGAMF. Thus, Enerfip's remuneration is intended to improve the quality of the participative financing service provided to the client and does not interfere with Enerfip's obligation to act in the client's best interests. Enerfip's remuneration is appropriate and enables the provision of the equity crowdfunding service and does not conflict with its obligation to act towards its clients in an honest, loyal and professional manner that serves their best interests. The customer is clearly informed of the existence, nature and amount of the remuneration, commission or benefit, or where this amount cannot be established, how it is calculated. This information is provided in a complete, accurate and comprehensible manner. Enerfip may disclose the main terms of agreements relating to remuneration, commission and non-monetary benefits in summary form, provided that it undertakes to provide further details at the customer's request and that it complies with this undertaking.

Disclosure to third parties

The policy for preventing and managing conflicts of interest is available to all Enerfip customers on its website.