Schedule 7 - Conflicts of Interest

Version 1 - Released and Dated 14th November 2022


No contract or other transaction between the Issuer or any other company or undertaking will be affected or invalidated by the fact that one or more members of the Management Company or the Issuer’s executives have a stake in or are directors, partners, executives or employees of such a company or undertaking.

Members of the Management Company and executives of the Issuer serving as directors, executives or employees of any company or undertaking with which the Issuer concludes a contract or conducts business shall not be prevented from considering, voting or acting on matters concerning such a contract or other undertaking due to this involvement in such a company or undertaking.

In the event that a member of the Management Company, in any transaction involving the Issuer, has a personal interest that differs from the interests of the Issuer, this member of the Management Company or executive must, in accordance with the articles of association, inform the Management Company of this conflict of interests and may not participate in nor vote on any transaction of this nature. Such a transaction and the interests of the member of the Management Company therein shall be referred to the next shareholders’ meeting.

If the Management Company is composed of only one Manager and such Manager is in conflict of interest with the Issuer (or the Underlying Asset(s)) in a specific transaction, he/she will pass a resolution to declare such conflict of interest and appoint an ad-hoc independent Manager for the purpose of taking a decision or passing a resolution to commit the Issuer in this transaction.

The Issuers and the Underlying Assets’ issuers or companies or special purpose vehicle used for the purpose of the Securitisation Transaction(s) may have not been independent entities and may be connected in some manner with the Issuer, member(s) of the Management Company, the Arranger or the companies affiliated to the DEFYCA Group.

Such conflict(s) of interest shall be described in the relevant Final Terms (Part B).

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