When Real Estate & Investments Regroup

When
Real Estate
& Investments
Regroup

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ABOUT US

Rimon Investments – SGOIC, S.A. is an Independent Manager of Collective Investment Vehicles.

“We manage pools of capital entrusted to us by our clients.”

“We manage pools
of capital entrusted
to us by our clients.”

MISSION

Our mission is to deliver returns on your capital beyond your expectations, and we envision a future where we will have earned the privilege of being your first choice for managing your capital.

Our primary purpose is the set-up and management of venture capital funds (VCF), and real estate investment vehicles (REIU) in fund form (REIF) or corporate from (SICAFI)

SERVICES

We provide all the services necessary to support this primary purpose,
including:

– technical, financial, administrative,
and commercial assistance
– investment analysis, valuation, and advisory
– corporate strategy initiatives and execution
– business development, process optimization, and development of new technologies

TEAM

Rimon, founded in 2021and held by the management team, the funds and
the corporates it manages are supervised by the Portuguese Securities Market Commission (CMVM)

Our team of reputable, experienced, and innovative executives brings together strong, street-smart, and freethinking personalities to underpin our success. We are demanding managers and consistently seek to be ahead of our time.

Why a SGOIC?

Rimon Investments, as a SGOIC, has qualified to manage collective investments vehicles under a more strict regulation compared to other investment management companies typically called SCR (Venture Capital management companies).
Being a SGOIC, we can offer a wider range of possibilities through access to our combined expertise and the investment opportunities that Rimon is able to secure and manage.

OUR TEAM

Gonçalo Ahrens Teixeira,

Mechanical engineer Graduate from UNL and an MBA from AESE/IESE 20+ years of experience in heavy industry, real estate development and construction including as Board Member and Country CEO.
Gonçalo is an entrepreneur with expertise in operations, managing investments and running enterprises in different cultural contexts.

David Israeli,

David has vast experience in real estate transactions, from underwriting through financing to JV structuring, for acquisition and  lease deals, in the US, Europe, and Israel. David was leading global brands as Growth and Real Estate Director for Europe. David holds MA in LAW from Bar-Ilan University and a Bachelor of Political Science and Economics from Tel Aviv University.

Asaf Zaid

Asaf is an entrepreneur who has proven experience in marketing & sales, market research, and real estate transactions in multiple markets overseas. In the past years, Asaf has acted as a real-estate Director of an international hotel brand in Portugal and sourced, closed,and managed its portfolio throughout the entire country. Asaf is a former commander in a special unit within the IDF, training to lead teams through complex operations. Asaf graduated in Economics from IDC university.

Rui Ahrens Teixeira

Economics Honours Graduate and certified in financial modelling and valuation. 30+ years of experience in multinational financial institutions, including as Board Member and Country COO Rui has expertise in serving clients, securities trading and dealing, managing investments, financial product management, financial analysis and in the management of control and support functions of financial companies.

João Raimundo

Holds a BSc in Business Administration from Universidade Católica Portuguesa and a Master in Business Administration from INSEAD 25+ years of experience in the banking sector in different working environments (France, Luxembourg, Portugal, Switzerland and USA) AlsoheldseveralBoardpositionsasNonExecutive Memberinavarietyof activity sectors in companies such as EDP Renováveis, Cimpor.

Fara Nazim

Fara has a degree in Business Management, and accumulates over 20 years of experience as an entrepreneur, having engaged in family-owned businesses expanding from Portugal to Angola, Mozambique and Guinea Bissau. Since 2012, has been committed towards providing advisory services for Strategy & Business Development, to both domestic and international platforms, striving towards the establishment and harnessing of an international network of strategic relations in both private and public sectors. Areas of activity include real estate, healthcare, infrastructure development, international trade and finance operations.

OUR SERVICES

SET-UP, MANAGEMENT, AND WINDING-UP OF:

Venture Capital Funds
(VCF)

Real Estate Investment Vehicles (REIF and SICAFI)

INCLUDING:

Origination

Search, analysis, valuation, and negotiation of assets for investment

Structuring

Choice, set-up, unit subscription, documentation and registration, depositories, and financing arrangements of the investment funds and SICAFI

Funds Management

Management of the funds and SICAFI according
to the approved management rules and all the
regulatory requirements

Asset Management

Development, upkeep, administration of the assets acquired by the funds and SICAFI

Asset divestment

Disciplined and quantified divestment strategies with the objective to meet our clients’ short and long term goals

Ancillary Services

• Accounting
• Valuation
• Reporting
• Subcontracting
• Marketing and Sales

Venture Capital Funds (VCF)

A VCF is a regulated vehicle that owns assets belonging to all the holders of the respective units – the investors.

Venture capital investment is the acquisition of equity instruments and debt instruments in companies with high development potential as a means of benefitting from their appreciation – our specialty is companies that focus on real estate.

The set-up and the management of VCF are restricted to specific management companies such as Rimon.

Rimon acts independently and in the sole interest of the investors in the performance of its duties. It is responsible for performing all the acts and operations necessary for the sound administration of the VCF in accordance with high levels of zeal, honesty, diligence, and professional competence.

Real Estate Investment Vehicles
(SICAFI and REIF)

These take the form of an investment fund (REIF) or a corporate form (SICAFI) and are intended to collectively invest the capital raised from investors into real estate assets, the operation of which is subject to a risksharing principle and the pursuit of the sole interest of the investors.

The set-up and the management of REIF and SICAFI are restricted to specific management companies of collective investment vehicles such as Rimon.

Benefits of VCF, REIF and SICAFI

Secure Investment

As an investor your first decision is the choice of investment manager.
Quality and safety are your utmost concern: You expect solid governance, accurate and timely accounting, calculation of the value of your units and reporting, the robustness and resilience of the processes and information systems, compliance with laws and regulations and transparency of costs and charges.

Rimon, as a company authorized by the CMVM, has undergone a rigorous fit and proper scrutiny of its shareholders, management team and supervisory bodies. It has developed written policies and procedures, has established an accounting and fund management platform and internal control environment that has been scrutinized by the regulator.

In addition, Rimon conforms to stringent regulation regarding, among others, information reporting and its timeliness, external valuation of real estate assets and fee transparency.

Other than the CMVM, Rimon also complies with stringent reporting to the Tax authorities and is subject to its scrutiny.

Bottom line, you are assured that Rimon is a reputable, robust, resilient, transparent and well-prepared company to partner with and manage the vehicles you allocate capital to.

Diversification

SICAFI and VCF

You have the possibility of owning different classes and types of real estate assets.

Tax-Efciency

SICAFI

Depending on the tax profile of the fund and/or you, the investor,
an investment in a SICAFI may yield significant tax efficiencies. Currently and in general, the Portuguese the tax codes allow for an exemption of corporate income tax on income and capital gains from investments in real estate assets. 
Without this exemption, the applicable corporate taxes would be at least 22.5%.

Additionally, if you have tax residency outside Portugal, you may benefit from a lower (10%) withholding tax on income distributed by the SICAFI.

VCF

In the case of VCF, if you have tax residency outside Portugal, you may benefit from a 0% tax rate on the distribution of income by the fund.

Invesment Returns

Through Rimon you get access to numerous attractive investment opportunities and strategies from which you can expect higher returns.

Golden Visa + Non-Habitual Resident (NHR)

Investments in VCF are eligible for Golden Visa. With €500k, you get Portuguese residency and free entry and circulation in the EU (Schengen Space countries)

ESG Statement

Currently, the financial product types referred to in this site, namely the Venture Capital and Real Estate Funds, are not intended by Rimon for sustainable investments, do not promote environmental and/or social features, nor are they dedicated to making sustainable investments or integrating any factors in sustainability matters.

CONTACT

Let’s Work Together

OFFICE

Avenida Sidónio Pais, 18 – R/C
Esquerdo, 1050-215, Lisboa

ENQUIRE

GET IN TOUCH

Contact

Avenida Sidónio Pais, 18 – R/C Esquerdo, 1050-215, Lisboa

Social Media

Regulator - CMVM

https://www.cmvm.pt/

Terms of Use

The terms of use below govern your navigation on the Rimon SGOIC, S.A. web site and you oblige yourself to respect them in full. If you do not agree to these terms of use you should not be navigating the web site.

General

The purpose of the web site is to provide you with information regarding Rimon as an entity and its services, its activities and initiatives and products.

Rimon shall not be responsible towards users of the web site for any damagesresulting from the use or dissemination of the information included therein.

The contents of the web site, which Rimon believes to be accurate but doesnot guarantee, are intended for informational purposes only.

You should consult your personal advisors for any specificfinancial and/ortax related issues, opinion, and advice. Nothing in this site should beregarded as consisting offinancial or tax advice or opinion.

Rimon may make changes to, suspend or close this site, partially or in full,without any prior notice.

You must not use the web site to send content or make statements that areillegal, immoral, defamatory, injurious or in any way harmful to Rimon orother users.

You must not use the site to deliver or otherwise infect with any maliciouscode, malware, and virus or trojans or any other harmful code.

Use of Cookies

Rimon may make use of cookies on the web site to improve your navigation experience. You will be prompted to accept or deny the use cookies if theseare in use.

Malicious Code, Malware, and other Computer Virus

Rimon shall not be responsible for any damages resulting from malwareor other computer virus that may impact the operating system, other component, network, or other assets of the user, by virtue of the access to the Rimon web site and the transfer of content to the user ́s computer or network.

Protection of Information

All rights of intellectual property relative to the content of this web sitebelong to Rimon.

The user is not authorised to transmit, distribute, publish, modify, sell,or use in any way the information provided on this web site, including images.

Information on this site is protected by copyright.

Rimon does not permit the copy of the content of this web site, thecommercial use, or the establishment of links to other web sites without priorwritten consent. Rimon authorizes the download of content and thetemporary storage of a copy, solely for purposes of visualization.

Final dispositions and applicable law

Rimon reserves the right to change these terms and conditions at any time,without prior notice and with immediate effect.

Applicable law for this web site and the information therein is PortugueseLaw and any litigation resulting therefrom will be resolved exclusively by thePortuguese Courts.

Data Privacy

Rimon Investments SGOIC S.A. as a management company of collective investment organisms, is obliged to protect the personal data it collects andhas access to in the exercise of its functions, as determined by EU Regulation 2016/679 of the European parliament and the Council of 27 April 2016.

While visiting this web site you are not in any way obliged to provide any ofyour personal data to Rimon.

However, there may be instances when navigating the web site where youmay wish to address an enquiry or other issue to Rimon, or respond to aparticular initiative, and you may choose to provide your personal data. Insuch cases, you need to know the following information:

1. The entity responsible for the treatment of your personal data is RimonInvestments SGOIC, S.A. The person responsible and data protection officeris the Compliance Officer of the company, who may be reached through thecontacts provided on this web site.

2. Unless otherwise specifically informed, the personal data collected is for the legitimate purpose of identifying you as the contacting party and for the company and its staffto be able to respond to your request.

3. The data will be kept within the European Union and its conservationperiod will be the one determined as necessary by Rimon given the natureand context of your request. If there is no other business to be pursued orobligation to fulfil once your request has been answered, your personal dataas collected will be deleted immediately. Otherwise, it will be kept if thebusiness is pursued and/or as obliged by law or regulation.

4. As provider of certain personal data, you have the right to:

  • Access your data
  • Correct or delete your data (subject to legal obligation for us toretain such data)
  • Limit / oppose the treatment of your data
  • Portability of your data
  • Withdraw of your consent for use of the data
  • Lodge a complaint with the Comissão Nacional de Proteção deDados authority
  • Be informed of whether the personal data request is due to alegal or a contractual obligation, or a prerequisite for entering acontract and if you are obliged to provide the personal data andthe consequences of not providing that data.

To exercise your right as per the above, or if any of the above is unclearto you or you have not been informed as stated, please contact the Compliance Officer of Rimon through the contacts provided on thisweb site. Please be aware, however, that in the case of requests thatare manifestly unfounded, excessive, or repetitive, Rimon may choosenot to answer.

Conflict of Interest

RIMON INVESTMENTS – SGOIC, S.A.

POLICY FOR THE PREVENTION AND MANAGEMENT OF CONFLICTS OF INTEREST

  1. INTRODUCTION
  2. SCOPE
  3. CONCEPTS
  4. PROCEDURES AND MEASURES DESIGNED TO PREVENT AND MANAGE CONFLICTS OF INTEREST
    1. Framework
    2. Procedures for identifying potential conflicts of interest
    3. Analysis and internal treatment of reported situations
    4. Procedures and measures for the organization and management of conflicts of interest
      1. Physical segregation
      2. Segregation and autonomy in the performance of functions
      3. Exclusivity
      4. Internal reporting duty
      5. Duty of Analysis
      6. Duty to implement corrective measures
      7. Duty of registration and maintenance of digital archive
      8. Duty to Update
      9. Duty of information and transparency
      10. Duty to abstain
      11. Exercise of voting rights
      12. Prohibited operations
      13. Remuneration Policy
    5. Prevention of conflicts of interest in the context of employees’ personal transactions
      1. Framework
      2. Persons covered
      3. Operations covered
      4. Form and register
      5. Process of analysis of reported operations 5.FINAL PROVISIONS

1. INTRODUCTION

The nature of the business pursued by Rimon Invstments – SGOIC, S.A. (Rimon) may expose it to potential conflicts of interest.

Considering the provisions of the RGOIC and RJCRESIE regulations, the Company adopts this policy and theses procedures, which aim to identify, prevent, manage, and mitigate situations of conflicts of interest.

Rimon acts in the exclusive interest of the investors of the Funds it manages (“Investors”) and other Clients who use its services, independently of its own interests or the interests of the members of its corporate bodies, its employees or employees and other companies with which it is in a domain or group relationship.

To ensure strict compliance with these principles, Rimon defines and implements a set of procedures aimed at complying with rules for the prevention, management, and mitigation of conflicts of interest that may occur during its activity, which aim, inter alia:

  1. the effective identification of the circumstances and situations which may lead to a conflict of interest, which materializes into a significant risk of damage to the interests of one or more Investors.
  2. The establishment of measures and procedures aimed at preventing, mitigating, and resolving situations of conflicts of interest, avoiding the damage of the legitimate interests of Investors; and
  3. the registration and treatment of all situations giving rise to, or that may lead to, conflicts of interest at risk of affecting the interests of one or more Investors.

Rimon adopts an organizational structure that allows the identification, mitigation, and reduction of the risk of situations that generate conflicts of interest in the context of its activity, while also seeking, in cases where such conflicts cannot be avoided, to manage them in an equitable, transparent, and non-discriminatory manner, avoiding any undue losses to its Investors.

2. SCOPE

This Policy applies to all employees of Rimon, including here the members of its governing bodies and all its service providers, to the extent that they intervene, directly or indirectly, in the activity it pursues.

3. CONCEPTS

For the purposes of this Policy, the following are understood as:

  1. “Control or domain” means the relationship between any natural or legal person and a company:
    1. Where, in relation to the natural or legal person, any of the following situations occur:
      1. Hold the majority of voting rights corresponding to the share capital of the company.
      2. Be a partner of the company and have the right to designate or unplace more than half of the members of the management body or supervisory body.
      3. May it exercise dominant influence over the company by contract or clause in the company’s statutes.
      4. Be a partner of the company and control by itself, by virtue of agreement concluded with other members of the company, the majority of voting rights.
      5. Being able to exercise, or effectively exercise, dominant influence or control over the company.
      6. In the case of a legal person, manage the company as if both constituted a single entity.
    2. For the purposes of the application of paragraphs 1), 2) and 4) of the previous subparagraph:
      1. The rights of the participant’s vote, designation or removal shall be the same as the rights of any other company dependent on or in a group relationship with him, as well as those of any person who act in his own name, but on behalf of the participant or any other of those companies.
      2. The rights relating to shares held on behalf of a person other than the participant or other of those companies, or relating to shares held in collateral, shall be inferred, provided that, in the latter case, such rights are exercised in accordance

with the instructions received, or the possession of the shares is an operation the participant’s lending and voting rights are exercised in the interests of the provider of the guarantee.

  1. For the purposes of the application of paragraphs 1) and 4) subparagraph (i) means that all voting rights corresponding to the share capital of the company participated are deducted from the voting rights relating to the holding held by that company, its subsidiary or a person working in its own name, but on behalf of any of those companies.
    1. “Parent undertaking” means the undertaking which exercises control over another undertaking.
    2. “Investment Fund” means autonomous assets, without legal personality, belonging to participants in the general community scheme regulated by RGOIC and RJCRESIE.
    3. “Qualifying participation” means a direct or indirect participation representing at least 10% of the capital or voting rights of the entity participated in or which allows a significant influence on exercise in its management, and the calculation and imputation criteria provided for in Articles 16, 20 and 20a of the Securities Code, approved by Decree-Law No 486/99, shall apply, November 13, in its current wording.
    4. “Group relationship” means the relationship between related companies in accordance with the terms in which the Commercial Companies Code characterizes this type of relationship, regardless of whether their respective companies are in Portugal or abroad.
    5. “Close relationship” or “close relationship” means the relationship between two or more persons, natural or collective, who are connected to each other through:
      1. A direct or indirect shareholding of a percentage of not less than 20% in the share capital or voting rights of an undertaking; or
      2. From a control relationship; or
      3. From a long-lasting connection to a single third party through a control relationship.
    6. “Top management” means natural persons performing executive functions or effectively directing the activity of the entity responsible for management.
    7. “Relevant person”:
  1. Holders of the management body and the persons who effectively direct the activity of the entity responsible for the management.
  2. Employees of the entity responsible for management and any other natural persons whose services are made available and controlled by the entity responsible for the management, who are involved in the provision, by the entity responsible for the management, of the management activity of collective investment organizations.
  3. Natural persons of subcontracted entities, who are directly involved in the provision of services to the entity responsible for management, with a view to providing this entity with the management of collective investment organizations.

4. PROCEDURES AND MEASURES DESIGNED TO PREVENT AND MANAGE CONFLICTS OF INTEREST

Rimon adopts a set of effective operational procedures, which are appropriate to its size and organization, considering the nature, scale, and complexity of the daily activities carried out.

The definition of policies and procedures in this document does dispense the need for constant updating, which should be made whenever there is a need for improvement, adaptation, or provision of new rules due to legislative changes and/or increased activity, to ensure that the actuality of the procedures in force.

4.1 Prior framework

To this end, conflicts of interest are all circumstances which, in the context of the pursuit of the activities carried out by Rimon, may give rise to opposing interests between:

  1. Investors.
  2. Investors and Rimon.
  3. Investors and members of Rimons´ governing bodies.
  4. Investors and employees of Rimon.
  5. Investors and subcontracted entities.
  6. Investors of different Investment Funds. and that could materialize in a loss to any Investor.

Rimon, through the set of relations it establishes with third parties, may also be subject to potential conflicts of interest:

  1. Which may arise in relation to Relevant Persons.
  2. Between entities directly or indirectly linked through a controlling relationship to the entity holding all its share capital.
  3. Among the Depository Banks;
  4. Among the service providers.

4.2 Procedures for identifying potential conflicts of interest

Considering the multiplicity of situations described above, Rimon, for the purpose of identifying the types of conflicts of interest that may arise during its activity and which are likely to harm the interests of its Investors considers, if, in the context of its activity, a relevant person or a person directly or indirectly linked to the managing body through a control relationship:

  1. may obtain a financial gain or avoid a financial loss to the detriment of the Investment Funds.
  2. has an opposing interest to that of its Investors in the outcome of an activity or service provided to the Investment Funds, or to another client, or in the result of an operation carried out on behalf the Investment Fund or another client.
  3. has a financial or other incentive to privilege the interests of another client or group of clients relative to the interests of Investment Fund participants.
  4. carries out the same activities for the Investment Fund that it does for other clients or clients other than Investment Funds.
  5. receives or will receive from a person other than the Investment Funds a benefit relating to its management activity, in the form of money, goods or services, other than the management fee normally charged for carrying out that activity.

In the exercise of identifying these situations, Rimon considers:

a. its own interests, including those arising from its integration in a group, or the provision of services and activities, the interests of clients, and its duties to each Investment Fund managed by it.

b. the interests of two or more Investment Funds managed by it.

For the purposes of fulfilling the obligation to identify situations of conflicts of interest, any of the persons mentioned in point 2 above shall, within a maximum period of five days, counted from the date on which the situation potentially generating the conflict has been identified, inform the Compliance Officer by completing the prescribed form.

4.3 Analysis and internal treatment of reported situations

As mentioned in the preceding paragraph, any of the employees, as soon as they become aware of any situation that potentiates or materializes in a conflict of interest, with potential losses to the Investors of Rimon, shall complete the prescribed form and send it by e-mail to the Compliance Officer.

The Compliance Officer, as soon as he/she receives the communication, must carry out a critical analysis of it, concluding whether there, or not, a conflict of interest.

If he/she concludes that there is no conflict of interest, he/she will write-up the analysis and file the respective case.

If the Compliance Officer concludes that there is a conflict of interest, he/she will write-up an analysis, in the prescribed form, listing:

  1. The identification of all persons involved.
  2. A description of the causes and/or circumstances giving rise to this conflict of interest.
  3. The legal grounds and framework of the situation described as generating a conflict of interest.
  4. The assessment of the foreseeable and/or expected consequences, as well as a degree of the level of risk and possible impact of the situation described in the activity of the Company and its Investors.
  5. A proposal for mitigating and/or resolving the reported situation, indicating expressly whether this situation should lead to a review of this policy and/or a communication to Investors, in which case a proposal for its wording should be submitted.

This analysis is then addressed immediately to the Management Board for consideration and for the discussion of the proposed and/or additional measures.

The Board of Directors may approve the proposal submitted by the Compliance Officer or, if deemed necessary, submit others, which must be duly substantiated.

After decision, the process will return to the Compliance Officer who will oversee the:

  1. Carrying out the necessary revisions and amendments to this Policy.
  2. Communicate corrective measures to employees, if applicable.
  3. Communicate to the human resources responsible the situation found, as well as the respective measures that should be applied to each of the employees, with respect to any disciplinary sanctions.
  4. Make the necessary communications to investors, be applicable.
  5. Archive and complete the process in the digital archive.

4.4 Procedures and measures for the organisation and management of conflicts of interest

To ensure the organization and management of conflicts of interest to which Rimon is obliged, the Company orients its activity to give prevalence to the interests of its Investors, adopting for this purpose the following measures and internal procedures:

4.4.1 Physical segregation

Rimon has its own and independent offices in relation to other companies of the same group or domain, or that are dominated by the same person or entity.

Rimon’s facilities are organized by areas to enable their segregation as well as to minimize the exchange of sensitive information, and to impede the exercise of inappropriate influence on how employees carry out their activities.

4.4.2 Segregation and autonomy in the performance of functions

Rimon is subject to the principle of segregation of functions, promoting and guaranteeing by its employees an independent and/or autonomous professional performance, as well as the

functional and/or physical separation between business and support areas or between operational and control activities/tasks.

4.4.3 Exclusivity

To promote independent activity, the employees of Rimon perform their functions on an exclusive basis, without prejudice to the exercise of functions or activities outside the Company in which there are no conflicts of interest, preserving the independence, neutrality, and reputation of the Company.

Employees who perform or wish to perform functions outside the Company must inform the Company in advance, who will assess the possible existence of conflicts of interest.

4.4.4 Internal reporting duty

Any of the persons mentioned in point 2 above undertakes to report any evidence of a potential or actual conflict of interest within a period of no more than 5 working days, through the prescribed form to the Compliance Officer. For the purposes of fulfilling this duty, the Company undertakes to provide an updated copy of this Policy to all its employees, who must initial it to prove that they have become aware of its content.

4.4.5 Duty of analysis

Rimon, through the Compliance Officer, receives all reports and their respective internal analysis in accordance with the procedures contained in point 4.2 above.

4.4.6 Duty to implement corrective measures

As a result of the analysis developed, corrective measures may be implemented aimed at curing the situation detected.

Considering the provisions of point 4.2, the Board of Directors, after analysing the situation reported and the analysis undertaken by the Compliance Officer, may accept the proposed measures, or propose and promote the application of other measures.

Thus, and whenever the gravity of the situation so determines, the Board of Directors may determine:

  1. The removal of the person concerned from the potential conflict of interest transaction.
  2. Temporarily suspend employees who have acted in conflict of interests.
  3. The employees’ move to another area.
  4. The establishment of disciplinary proceedings, without prejudice to civil, criminal and/or misdemeanour liability.

Where the measures described above do not appear necessary or are manifestly excessive and/or disproportionate, the Management Board shall at least:

  1. Ensure a careful review and due diligence of the operation concerned, ensuring that it does/will not entail prejudice to the legitimate interest of Investors.
  2. Ensure the review and/or increase in robustness of its policies and procedures in future similar situations.
  3. Ensure that the employees involved do not access any information relating to the process of assessing the situation of conflicts of interest and/or internal assessments related thereto.

 

If it is found that the person in a conflict of interest situation is one of the members of the Board of Directors or a Person directly related to them, he/she will be prevented from voting in any resolution that relates to the assessment and decision of corrective measures to be applied.

The verification of the provisions of the previous paragraph, as well as the monitoring of all measures and communications that are required because of the decision of the Board of Directors, are monitored, and supervised by the Compliance Officer until the process is complete.

4.4.7 Duty of registration and maintenance of digital archive

Rimon has a digital archive where all reported situations are recorded, as well as their internal analyses, conclusions and measures applied.

The management of this archive is the sole responsibility of the Compliance Officer and employees who are exclusively attached to the Compliance and internal control area, entailing:

  1. Keeping the file properly organized by process number and date of entry.
  2. Keeping the file up to date depending on the development of each of the processes.
  3. Keeping all documentation relating to each case.
  4. Restricting access to any employees from other areas.

 

The digital file of each of the processes is kept for a minimum period of 5 years.

4.4.8 Update duty

The Company should always keep its policies up to date, and so it should promote their update and the introduction of improvements whenever:

  1. In the context of the activities carried out by the Company, it concludes that the procedures in force are insufficient to ensure the prevention of risks of damage to the interests of the participants of the funds under management.
  2. There is an entry into force of legislative and/or regulatory changes impacting conflicts of interest.
  3. In the context of the internal analysis of certain situations of conflicts of interest, the Board of Directors shall determine the revision and/or improvement of the procedures in place.

Without prejudice to the provisions of the preceding paragraph, this Policy shall be subject to an annual review.

4.4.9 Duty of information and transparency

Rimon will provide, in relation to the services offered or requested, all the necessary information in a clear, objective, and transparent manner, enabling its Investors to make decisions conscious of all the risks and the respective interests that Rimon, or the persons who act on its behalf, have in the services to provide.

Whenever there are effective situations of conflicts of interest, the Compliance Officer, by decision of the Board of Directors, is entrusted to inform investors by e-mail:

  1. About the situation of conflicts of interest that has been found/reported.
  2. On the internal analysis that has been carried out, indicating, inter alia, its framework and legal basis.
  3. The measures that were specifically adopted by Rimon to mitigate and/or resolve the conflict of interest.

 

This communication to be addressed to the participants of the Funds does not obviate the need for disclosure in the Funds’ own documents of the legal and regulatory required information to be made available in advance to all Potential Investors.

4.4.10 Duty of abstention

In order to ensure conduct without conflicts of interest, employees and/or Relevant Persons are obliged to refrain from assessing or intervening in any decision-making processes relating to the management of conflict of interest situations, operations, contracts or other acts in which they themselves are directly or indirectly interested, or their spouses or relatives and the like, up to the 4th degree, as well as companies or other collective entities in which they own, directly or indirectly, any shares or interest.

In addition, employees and/or Relevant Persons are prohibited from executing operations/trades in which they intervene as order givers or beneficiaries, and such operations/trades must be executed by employees other than themselves, their spouses or equivalent, their relatives or the like, up to the 4th degree.

 

Regarding the Funds under management, Rimon shall fulfil its duty to abstain from any transactions which materialise to a benefit or injury of one Fund to the detriment of another Fund.

4.4.11 Exercise of the right to vote

Whereas Rimon will have under management real estate investment funds (OII) and venture capital funds (OICR), which may hold in their portfolios securities involving the exercise of voting rights, it will be up to the Company, in the performance of its functions as a managing body, to represent the Funds and exercise the voting rights inherent to the securities held.

 

The Company must exercise voting rights based always on principles of transparency, ethics and loyalty and respecting the segregation of activities imposed by current legislation. In situations of conflicts of interest, thus considered, for these purposes, those which may in some way influence the decision-making by the Company as to the vote to be delivered, diverting its meaning from the objectives and investment policy of the Funds concerned, the following procedures may be adopted:

 

  1. Application of any of the procedures contained in this Policy offering an effective response to the resolution of the conflict of interest situation.
  2. Exercise of the right to vote in a situation of potential conflict of interest, and the participants of the Funds shall be informed of the content of the vote to be delivered at least 3 days before the date of the meeting.
  3. Abstaining from the right to vote.

4.4.12 Prohibited operations

To comply with the provisions of the legislation in place, as well as to implement the provisions of this Policy, Rimon during its activity does not carry out the following operations:

  1. Borrowing and lending, including the provision of guarantees, on its own account.
  2. The realization of short selling of financial instruments on its own account.
  3. The acquisition, on its own account, of units of collective investment undertakings, except for those which fall within the type of collective money market investment undertakings, as provided for in Regulation (EU) 2017/1131, of the European Parliament and the Council of 14 June 2017 and which are not managed by itself.
  4. The acquisition, on its own account, of other financial instruments of any kind, except for government bonds issued by euro area countries and money market instruments provided for in Article 169 of the RGOIC.
  5. The acquisition of real estate beyond what is indispensable for the direct pursuit of its activity and only up to the value of its own funds.

 

The Company also refrains from carrying out, on behalf of the Investment Funds it manages, any transactions likely to generate conflicts of interest with the following entities:

  1. Itself.
  2. Entities holding holdings of more than 10% of the share capital or voting rights of the heteromanaged collective investment company itself.
  3. Entities which are in a domain or group relationship with the entity responsible for the management, or the entities with whom they are in domain or group relationship.
  4. Entities in which the entity responsible for the management, or entity with which it is in a domain or group relationship, has a stake of more than 20% of the share capital or voting rights.
  5. The depositary or any entity which is in one of the relationships referred to in the previous two subparagraphs.
  6. The members of the governing bodies of any of the entities referred to in the preceding subparagraphs.
  7. Employees of any of the entities referred to in the preceding paragraphs.
  8. The different collective investment undertakings managed by them, or collective investment undertakings managed by entities referred to in the preceding subparagraphs.

4.4.13 Remuneration Policy

Rimon has a Remuneration Policy which ensures that the determination of the remuneration, fixed or variable, of the members of its management body and of its employees, cannot establish any direct relationship between the remuneration in question

and the remuneration or revenue generated by other persons involved in another activity, to the extent that a conflict of interest may arise between those activities.

4.5 Prevention of conflicts of interest in the context of employees' personal transactions

4.5.1 Context

All Rimon employees are obliged to communicate to the Board of Directors, for the purposes of managing potential conflicts of interest, any personal operation when they relate to activities likely to generate a conflict of interest with the activities pursued by the Company, or where the operation in question may potentially imply the misuse of confidential information or violation of any of the legal duties, regulations, or statutory regulations of the Company.

 

To ensure compliance with this rule, the Company discloses to all employees this policy, as well as other relevant procedures, and should promote due clarification of all employees.

 

Whenever one of the situations mentioned in the previous paragraphs is detected, the employee concerned should immediately prepare a communication to the Board of Directors, with the knowledge of the Compliance Officer, of his/her intention to carry out the personal operation, and an adequate record of it must be prepared and maintained, in physical or digital support, for a minimum period of 5 years.

4.5.2 Persons concerned

For this purpose, transactions carried out by employees, their spouses, persons economically dependent from them and by companies dominated by them are considered, whether the acquisitions are made in their own name, in representation or for the account of third parties, or by these on behalf of those.

4.5.3 Transactions covered

All transactions made on any of the assets under the Company’s management are covered, as well as the transactions of units of Funds under management.

4.5.4 Form and register

All communications must be carried out in written form within 5 days of the transaction in question. The communication shall contain the full identification of the employee, the quality in which the relevant person intervenes in the transaction, the description of the transaction concerned, and the amount involved.

The person responsible for Compliance and internal control shall keep, for a minimum period of 5 years, an updated record of all communications relating to the practice of personal transactions, with indication of the persons involved, the types of operations, the dates, and the decisions regarding the admissibility of the operations.

4.5.5 Process of analysis of reported operations

The decision to be made regarding the admissibility of the reported personal transaction shall be made by the Board of Directors, after considering the opinion of the Compliance Officer and shall consider all stakeholders, their relationship with the employees, in the case of an indirect personal transaction, and the negotiated conditions, establishing a comparison with applicable market conditions.

The final decision should be substantiated, containing an indication of the supporting facts, and should also be communicated to the employee concerned.

5. FINAL PROVISIONS

The Board of Directors has approved this conflict of interest policy which will be reviewed annually or when deemed necessary.