CONFLICTS OF INTEREST POLICY

Shuttle's Conflicts Policy outlines the framework and procedures for identifying, preventing, managing, and resolving conflicts of interest within Shuttle. Shuttle is committed to ensuring the highest level of integrity and transparency in its operations, which is crucial for maintaining the trust of its customers. This policy applies to all Employees, Management and Board Members of Shuttle. Shuttle adheres to the requirements set forth in Regulation (EU) 2020/1503 by the Central Bank of Ireland (CBI) and, ultimately, the European Securities and Markets Authority (ESMA) to ensure robust governance and compliance.

1. Definitions

In this document, the following words and phrases have the meanings given below:

2. General Information

2.1 Shuttle operates and manages the Platform without taking on its own risk. As of the date of this Policy, we have a crowdfunding service provider licence for the provision of our Services, issued by the Central Bank of Ireland. Shuttle provides our Services in accordance with the European Crowdfunding Service Providers Regulation (ECSPR) and adheres to professional, fair, and transparent practices.

2.2 Shuttle is committed to ensuring that there are no Conflicts of Interest when providing our Services to our Clients, taking into account the nature, scale, and complexity of our Services. Shuttle has established, implemented, and maintained necessary measures to prevent, identify and manage circumstances that constitute or may give rise to a Conflict of Interest during the provision of our Services.

2.3 The Board and Employees are expected to act in accordance with the highest ethical standards when carrying out their duties at Shuttle.

2.4 Shuttle recommends that you download or print a copy of this Policy and store it for your records and future reference. If you want a copy of this Policy, please email support@joinshuttle.com with the subject line "Conflicts of Interest Policy".

3. Purpose and Scope

3.1 This policy outlines our overall approach to identifying, preventing, managing, and disclosing conflicts of interest that may arise during the provision of our services.

3.2 This policy applies to all of our business areas and is primarily directed at:

3.2.1 Board Members;

3.2.2 Employees;

3.2.3 Connected Persons;

3.2.4 Outsourced Service Providers; and

3.2.5 Entities belonging to the Shuttle Group.

3.3 This policy does not replace our obligation to comply with any applicable laws and regulations regarding conflicts of interest situations.

4. Persons Between Whom the Conflicts May Arise

4.1 A Conflict of Interest may arise between the following entities (listed in no particular order):

4.1.1 The entities belonging to the Shuttle Group, including Shuttle.

4.1.2 Shuttle and its shareholders.

4.1.3 Shuttle and its shareholders' shareholders.

4.1.4 Shuttle and one or several Board Members.

4.1.5 Shuttle and one or several Employees.

4.1.6 Shuttle, its Board Members or Employees, and the Connected Persons.

4.1.7 Shuttle, its Board Members or Employees, and one or more Clients.

4.1.8 Shuttle and one or several External Investors.

4.1.9 Project Owners and PAC Members.

4.1.10 A Syndicate Lead and Shuttle Members.

4.1.11 Two or more Clients in the context of the provision of the Services by Shuttle to those Clients.

4.1.12 Shuttle, its Board Members or Employees, and the Outsourced Service Providers.

4.1.13 A Connected Person and a Client.

5. Identification of Conflicts of Interest

5.1 Conflicts of Interest or the appearance of Conflicts of Interest may arise in the provision of the Services. To identify the types of Conflicts of Interest that may arise during the provision of the Services, Shuttle considers whether itself, its Board Members, Employees or Connected Persons fall into any of the following situations, whether as a result of providing the Services or otherwise:

5.1.1 Shuttle, its shareholders, Board Members, or Employees are likely to make a financial gain or avoid a financial loss at the expense of the Client.

5.1.2 Shuttle, its shareholders, Board Members, or Employees or Connected Person has an interest in the outcome of the Service provided to the Client that is distinct from the Client's interest in that outcome.

5.1.3 Shuttle, its shareholders, Board Members, or Employees or Connected Person have financial or other incentives to favour the interest of another Client or group of Clients over the interests of the Client.

5.2 In addition to the above, when identifying Conflicts of Interest that might arise between Shuttle and its Board Members, Employees or Connected Persons within Shuttle, we also consider whether:

5.2.1 The person's individual interests in the outcome of a particular activity are directly contrary to the interests of Shuttle or a Client.

5.2.2 The person can influence our decisions in a manner that leads to personal gain or advantage for that person.

5.2.3 The person receives monetary or non-monetary benefit because of their position in Shuttle.

5.2.4 Their engagement impairs or could impair their independence, judgement, objectivity or capability in carrying out their duties.

6. Conflicts of Interest

6.1 As a neutral intermediary between our Clients, we do not allow the Board Members, Employees, Connected Persons or any natural or legal persons closely linked to Shuttle by way of control to be Project Owners. The Operations function, with the support of the Compliance function, is responsible for monitoring potential Conflicts of Interest during the evaluation and onboarding process of a Project Owner.

6.2 Shuttle has identified the main areas where a potential conflict of interest may arise while providing its Services to Clients (listed in no particular order):

6.2.1 Working with PAC Members:

PAC Member bias – PAC Members may favour certain startups for personal reasons or have a financial interest in competing companies, leading to unfair or negative evaluations. Prior to commencing an evaluation, PAC Members are required to disclose any interests and/or holdings that may affect their independent review of the Project, in accordance with the Shuttle PAC Member Terms.

Startup overvaluation – PAC Members may provide overly positive evaluations to increase their carried interest potential, leading to inflated valuations. Shuttle implements checks and balances during the evaluation process, including requiring multiple PAC Member evaluations for each Project and uses algorithms to aggregate and cross-check the results.

Confidentiality breaches – PAC Members may inadvertently or intentionally share sensitive information about a Project with competitors or other parties. Shuttle requires PAC Members to sign non-disclosure agreements and implements strict guidelines on maintaining confidentiality, in accordance with the Shuttle PAC Member Terms.

6.2.2 Relationships with External Investors:

Pressure to conform to investor preferences – Shuttle may prioritise the preferences of External Investors over other stakeholders, potentially compromising the platform's neutrality and the interests of other Shuttle Members and Project Owners. Shuttle has established clear guidelines and policies to ensure that its decision-making processes remain independent and unbiased. Shuttle fosters open communication channels with all stakeholders, including Shuttle Members and Project Owners, to ensure that their needs and concerns are taken into account when evaluating and promoting Projects.

6.2.3 Appointment of a Syndicate Lead:

Misalignment of interests between the Nominee Proxy and beneficial owners – The Syndicate Lead may exercise voting rights in a way that does not align with the interests of the underlying beneficial owners. Shuttle has established clear guidelines and communication channels for beneficial owners to express their preferences and concerns regarding voting decisions. Shuttle implements a transparent process for the Syndicate Lead to report on how they exercise voting rights on behalf of the beneficial owners. Shuttle regularly reviews and updates these processes to maintain fairness and transparency.

Concentration of decision-making power – Granting voting rights to a Syndicate Lead may concentrate decision-making power and limit the influence of other beneficial owners. Shuttle has developed mechanisms that enable investors to participate in the key decision-making processes through the implementation of a digital system where beneficial owners can provide input on certain key decisions or vote on specific matters.

Inadequate communication and transparency -- Beneficial owners may be unaware of the actions taken by the Nominee Company, Lead Investor, or Project Owner on their behalf, leading to a lack of transparency and potential distrust. Shuttle maintains open and transparent communication with beneficial owners about the activities of the Nominee and Syndicate Lead through email communications as well as in-app notifications. Shuttle regularly updates investors on key decisions and actions taken on their behalf and provides detailed explanations when necessary.

6.2.4 Inducements – we, our Board Members, and Employees are not allowed to receive or pay inducements (i.e., fees, commission fees, other monetary and non-monetary benefits) from/to third parties in the course of providing the Services. However, in certain cases, we may give and receive financial and non-financial benefits to/from third parties, such as Outsourced Service Providers who assist us in promoting the Services or making introductions to Investors or prospective Project Owners, or when providing Project Owners with support in their fundraising campaign of their Projects. We inform that inducements are not fees, payments or benefits which are necessary for the provision of the Services or their ancillary services (for example, fees to the Outsourced Service Providers and other payments).

6.2.5 Personal transactions – we accept our Board Members, Employees, and Connected Persons as Investors in the Projects published on the Platform. We shall fully disclose on the Platform the fact that such persons have been accepted as Investors in specific Offers, ensuring that such investments are made under the same conditions as those of other Investors and that those persons do not enjoy any preferential treatment or privileged access to information.

6.2.6 Remuneration – there is a risk that our Employees would want to take account of their own earnings from a potential transaction rather than the best interests of the Client. All Employees are aware of their obligations to act in the Client's best interests regardless of personal benefit. Employees will be incentivized towards the success of our business through variable pay (bonuses). To avoid doubts, all variable pay to the Employees is related to the fulfilment of their work.

6.3 It is important to note that the examples above are not exhaustive. Our Employees are reminded that they are required to identify and consider Conflicts of Interest and the need to act independently of such Conflicts of Interest at all times. If in any doubt, Employees must consult with the Manager in charge of the respective business line.

7. Roles and Responsibilities of the Board

7.1 The Board establishes, approves, and implements this Policy by setting up and overseeing an adequate and effective internal control system for conflict of interest management.

7.2 The Board is responsible for:

7.2.1 Ensuring regular risk assessments in the conflict of interest area;

7.2.2 Developing and maintaining effective conflict of interest management practices;

7.2.3 Identifying actual or potential conflicts of interest that could adversely influence the daily activities of Shuttle as well as the performance of the Board's duties and decisions taken;

7.2.4 Deciding on the termination of the conflict of interest.

7.2.5 Each Board Member shall act independently and in the best interests of Shuttle and its clients, without owing duties to any other group entity, business line, or person with potentially conflicting interests.

8. Roles and Responsibilities of Managers

8.1 All Managers are responsible for overseeing the identification, documentation, escalation and management of all Conflicts of Interest as they arise within their relevant areas of responsibility at Shuttle.

8.2 Every Manager is required to:

8.2.1 ensure that their direct employees have adequate knowledge of the policy and that all activities within their department are carried out in accordance with this policy. The employees shall confirm their acquaintance with the policy and its amendments by signing it;

8.2.2 raise awareness of and promote adherence to completing regular training among employees;

8.2.3 promote an ethical culture that emphasises the importance of fair treatment of clients and efficient handling of conflicts of interest;

8.2.4 act in a manner that sets a proper example for avoiding conflicts of interest and take full responsibility for decisions taken on acceptance and management of conflict of interest situations regarding employees under direct subordination;

8.2.5 adopt a holistic view to identifying conflicts of interest within Shuttle and facilitate informed judgments with respect to materiality and the manner in which conflicts of interests are handled;

8.2.6 be engaged in the implementation of policies, procedures, and arrangements for the identification, documentation, escalation, management, and ongoing monitoring of conflicts of interest;

8.2.7 declare their own actual or potential conflicts of interest ahead of any decisions made by them as a manager individually or collectively to the board, and abstain from decision-making where potential harm to Shuttle or its clients cannot be avoided;

8.2.8 utilise management information to remain sufficiently up-to-date and informed about the matters listed above;

9. Roles and Responsibilities of Investment Committee Members

9.1 A natural person nominated to be an Investment Committee Member shall assess the profile of the Project Owner and confirm that there is no conflict of interest between them.

9.2 A natural person who has a conflict of interest with the potential Project Owner shall not be appointed as an Investment Committee Member and shall not participate in the onboarding and evaluation process of the respective Project.

9.3 Investment Committee Members who become aware of any conflict of interest that has not previously been disclosed shall notify the chairman of the Board and the Investment Committee so that appropriate action can be taken.

9.4 Each Investment Committee Member shall act independently and in the best interests of Shuttle and its clients, without owing duties to any other group entity, business line, or person with potentially conflicting interests.

10. Roles and Responsibilities of Employees

10.1 An Employee is responsible for keeping in mind the conflict of interest situations described in this Policy, and for identifying and escalating potential conflicts of interest so that they may be prevented or appropriately managed and resolved.

10.2 Employees shall observe high ethical standards in performing their duties. To ensure compliance with this Policy and applicable regulations, every Employee is responsible for keeping in mind the conflict of interest situations described herein, and for identifying and escalating potential conflicts of interest so that they may be prevented or appropriately managed and resolved.

10.3 Failure to identify, escalate, and appropriately manage actual or potential conflicts of interest and to comply with this Policy and with relevant regulations may expose Shuttle and its employees to fines, penalties, judgments, damages, and settlements related to regulatory or legal actions and may result in damage to Shuttle's reputation and a general loss of trust in Shuttle.

10.4 Shuttle ensures that all employees involved in the provision of services have the necessary knowledge of it.

10.5 Shuttle prevents the exchange of information about the services provided to the clients between employees and related parties if such information may harm the interests of one or more clients.

10.6 Employees are prohibited from providing investment advice, personal recommendation, or consulting service, including legal or tax advice, in any manner or form to an investor and may not enter into or recommend any transaction of investing in a project.

10.7 Each employee has an individual responsibility for ensuring compliance with the Policy and other internal rules and principles governing the management of conflicts of interest in Shuttle and is required to:

10.7.1 comply with this Policy and other applicable policies and procedures relating to the identification, documentation, escalation, and management of conflicts of interest;

10.7.2 uphold a high standard of ethical behaviour in performing their duties;

10.7.3 observe clients' interests and have a non-discriminatory attitude towards clients;

10.7.4 not interfere with another department's decision-making;

10.7.5 disclose data about related parties when starting the employment relationship and during employment;

10.7.6 immediately disclose to Shuttle if they or their related party has invested in the project;

10.7.7 act honestly, fairly, and professionally in providing the services and handling client matters, including acting independently and objectively when the circumstances so require;

10.7.8 not put themselves in situations giving rise to conflicts of interest or the perception of a conflict of interest wherever possible;

10.7.9 avoid conflict of interest situations related to personal financial interests of the employee or their related parties stemming from previous, current, or potential future involvement in activities in Shuttle or externally;

10.7.10 manage work-related information on a need-to-know basis, respecting information barriers and duties of confidentiality at all times;

10.7.11 not misuse information obtained in the course of working at Shuttle, including in connection with dealing with the project owners, projects, and their offers;

10.7.12 immediately inform their direct manager and/or the Chief Operations Officer of the existence and general nature of conflict of interest;

10.7.13 complete all training and attestations required by the Chief Executive Officer upon joining Shuttle and on a periodic basis at least once per year and when the essential amendments to the Policy is approved thereafter.

10.8 It is forbidden for employees and their related parties to be project owners.

11. Prevention and Management of Conflicts

11.1 The prevention and management of conflicts of interest are performed in view of the following core principles:

11.1.1 assessment of the risk damage to the interests of the clients;

11.1.2 monitoring of the execution of the personal transactions;

11.1.3 keeping and maintaining the register of the Connected Persons;

11.1.4 keeping and maintaining the register of the personal transactions;

11.1.5 monitoring and management of circumstances that constitute or may give rise to a conflict of interest.

11.2 Shuttle has established an internal systems and controls framework to ensure identification, prevention, management, disclosing, and recording of conflicts of interest. The following internal policies aim to efficiently handle conflict of interest situations within Shuttle (listed in no particular order):

11.2.1 Code of Conduct – setting out our core values and professional standards;

11.2.2 Complaints Policy – setting out how a client can submit a complaint to us and how it will be handled by us;

11.2.3 Information Technology and Risk Management Policy – setting out the policy of information security and information technology management within Shuttle;

11.2.4 Project Onboarding and Evaluation Policy – setting out the policy according to which we conduct the onboarding and evaluation process of the Projects thus ensuring fair, clear, and not misleading communication between Clients;

11.2.5 Privacy Policy – setting out the policy according to which we collect, handle and process personal data;

11.2.6 Segregation of Duties Policy – setting out the principles according to which different functions of our operations are separated and defining authority and responsibility for our operations. The Segregation of Duties Policy establishes the four-eyes principle in relation to the supervision of our operations.

11.2.7 Whistleblowing Policy – setting out the guidelines and protections available to persons who suspect misconduct, illegal acts, or failure to act within Shuttle.

11.3 As we grow and hire more employees, we will develop and implement additional policies to handle potential conflicts of interest more efficiently, as we see fit.

11.4 Each employee, board member, and shareholder is obliged to report any incident that could create a risk of violation of this Policy and other regulatory enactments by sending an e-mail to the Chief Operations Officer at the e-mail address compliance@joinshuttle.com (hereinafter - "Reporting"), describing the circumstances of the incident, involved persons, as well as attaching documents, pictures, records, etc., if any (hereinafter - the "Report"). Reporting is required in the following cases but not limited to:

11.4.1 Any situation of conflict of interest or the possibility that such a situation may arise;

11.4.2 For any fact of receipt of the gift offer or receipt of the gift, for any intention to present a gift;

11.4.3 An offer by a partner or competitor to engage in activities that are contrary to the provisions of this Policy;

11.4.4 For other circumstances that could cause doubts about the objectivity and neutrality and compliance with this policy of the person;

11.4.5 For the actions of the other employees that may conflict with the provisions of this Policy.

11.5 Upon receipt of the Report, the Chief Operations Officer will inform the Board about the receipt of the Report and investigate the information contained therein, if necessary, by contacting the sender of the Report or other parties involved and requesting additional information and will provide written instructions on how to proceed by sending them to the employees' email. Each employee is obliged to follow the instructions of the Chief Operations Officer as far as they are concerned.

11.6 If an employee finds that there is a conflict of interest or there is a likelihood that such a situation may arise in the foreseeable future, the employee must immediately send a Report on the circumstances of the conflict of interest to the Chief Operations Officer and follow the Chief Operations Officer's instructions. At the same time, an employee shall refrain from taking any action, including but not limited to, prohibiting any decision or otherwise from continuing to act until receiving written instructions from the Chief Operations Officer.

11.7 If the Chief Operations Officer identifies a conflict of interest, the Chief Operations Officer shall inform the Management Board, which shall decide on the action to be taken to terminate the existing conflict of interest.

11.8 If an employee, board member, or shareholder has not complied with the provisions of this Policy, they may incur disciplinary liability (for example, reduction of additional bonuses, reprimand or termination of employment), as well as civil and criminal liability stipulated in the legal enactments of the Republic of Ireland, where applicable.

12. Escalation Procedures

12.1 Identifying the conflict – When an employee or stakeholder identifies a potential or actual high-risk conflict of interest, they should immediately report it to their direct supervisor or the COO.

12.2 Initial assessment – The COO will assess the conflict to determine its severity, complexity, and potential impact on Shuttle. If the conflict is deemed high-risk or requires board involvement, the COO will initiate the escalation process

12.3 Documenting the conflict – The COO will create a detailed report, including:

12.3.1 A description of the conflict, including the parties involved and the nature of the conflict

12.3.2 The potential risks and impact on Shuttle, Shuttle Members, Project Owners, or other stakeholders

12.3.3 Any actions taken to mitigate or resolve the conflict to date

12.3.4 A recommendation for further action, including the involvement of the board

12.4 Escalation to the board – If the COO determines the conflict requires escalation to the board, they will submit the report and recommendations to the board within five business days of their decision.

12.5 Board resolution – The board should review the conflict, consider the recommendations, and provide guidance or approve the proposed resolution. They may also request additional information or propose alternative resolutions.

12.6 Implementing the resolution – The COO (with the support of the management team) should implement the board-approved resolution and monitor its effectiveness.

12.7 Updating the Conflicts Register – Once the conflict is resolved, the COO will update the Conflicts Register with details of the resolution and any lessons learned.

12.8 Reporting and follow-up – During the next board meeting, the COO will provide an update on the escalated conflict, its resolution, and any follow-up actions taken.

13. Disclosure of Conflicts of Interest

13.1 To ensure that clients are able to make an informed decision about the services and offers published on the platform, Shuttle discloses to Clients the details of any such arrangements that could be a potential conflict of interest in a prominent place on its website and via email to Project Owners and Shuttle Members.

13.2 Shuttle allows our Board Members, Employees, and Connected Persons to invest in the Projects published on the Platform. Shuttle will inform its Clients about the Projects in which such investments will be made by fully disclosing the information on the Platform in a place that is easily accessible and can be easily found by the Clients. The information will provide a specific and clear description of the conflict of interest and of the risks to the clients that arise as a result of the conflict of interest.

13.3 Disclosures include the general nature and sources of conflicts of interest and the steps taken to mitigate them as well as specific and clear descriptions of the conflicts of interest and associated risks identified in the context of a given service, taking into account the nature of each Client, including their qualification as sophisticated or non-sophisticated prospective investors.

13.4 Shuttle ensures that the investments made by the Board Members, Employees, and Connected Persons are made under the same conditions as those of other investors. The Board Members, Employees, and Connected Persons do not enjoy any preferential treatment or privileged access to information about the offer and/or the Project. This is achieved through ensuring investments are only capable of being made through the same channels as all other Shuttle Members.

14. Record Keeping

14.1 Shuttle maintains a record of all activities where a conflict of interest has arisen or may arise, as well as the steps taken to mitigate and resolve the conflict of interest. The COO is responsible for keeping a register of related parties. The register should include data owned by Shuttle and disclosed by the Board Members, shareholders, and Employees. The data in the register should be kept for one year after termination of employment, directorship, or shareholding.

14.2 Board Members, Employees, PAC Members and Investment Committee Members are required to sign a disclosure form when they take up their positions and annually disclose the names of any entity of which they are shareholders, members of the council, members of the board, employees, or persons related by control as defined in Point (35)(b) of Article 4(1) of the MiFID II.

14.3 Board Members, Employees, PAC Members and Investment Committee Members are required to update the disclosure form whenever they acquire new affiliations or make changes to existing affiliations.

15. Policy Review and Updates

15.1 Shuttle reserves the right, at its sole discretion, to modify, amend, supplement, or replace this Policy at any time. Shuttle will review and revise this Policy when there are any material circumstances that may affect Shuttle's ability to apply this Policy pursuant to the provisions of statutory and law requirements. What constitutes a material change will be determined at Shuttle's sole discretion.

15.2 The Operations function is responsible for reviewing and refining this Policy and Policy-related processes on a regular basis, but at least once a year, and to report to the Board on necessary improvements in the Policy or practices.

15.3 The Operations function is responsible for training and attesting the Employees at least once a year.

15.4 The Policy's approval and implementation are the responsibility of the Board.

15.5 Shuttle will inform its Clients of all amendments to this Policy by publishing the updated version of this Policy on the Platform.