Bedrijfsinformatie / Broker Information Exporo Investment GmbH
BROKER INFORMATION - EXPORO INVESTMENT GMBH
CUSTOMER INFORMATION ABOUT EXPORO INVESTMENT GMBH AND ITS SERVICES
In accordance with the German Securities Trading Act (WpHG) in conjunction with the Ordinance on the Clarification of the Rules of Conduct and Organisational Requirements for Securities Services Companies (WpDVerOV), as a securities services company we are obliged to inform our clients about us and our services as follows:
1. INFORMATION ON THE COMPANY
Company: Exporo Investment GmbH
Address: Am Sandtorkai 70, 20457 Hamburg, Germany
Telephone: +49 40 2286 869 90
Fax: +49 40 2286 869 99
Internet: exporo.de/investment; www.propvest.de
Main business activities: Brokerage of securities and investments from issuers active in the real estate sector. The brokerage is carried out via our website. Provision of financial portfolio management as part of the “Exporo Asset Management” business area.
**2. INFORMATION ON CORPORATE COMMUNICATION
Language of communication: German
Means of communication: You can reach us by telephone, fax and e-mail as well as via our issuing platform and the contact form on our website using the contact details given above.
Transmission and receipt of orders (insofar as client orders are accepted): You can only place your orders for transactions in financial instruments with us via our issuing platform, which can be used via our website.
3. SUPERVISORY AUTHORITY AND AUTHORISATION.
Competent supervisory authority:
Federal Financial Supervisory Authority (BaFin),
Graurheindorfer Strasse 108, 53117 Bonn, Germany
Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany
The licence granted to us by BaFin pursuant to Section 32 (1) of the German Banking Act (KWG) covers the following financial services:
Investment brokerage (section 1 para. 1a sentence 2 no. 1 KWG)
Investment advice (section 1 para. 1a sentence 2 no. 1a KWG)
Acquisition brokerage (section 1 para. 1a sentence 2 no. 2 KWG)
Financial portfolio management (section 1 (1a) sentence 2 no. 3 KWG).
Restriction of authorisation:
We are not authorised to obtain ownership or possession of funds or securities of clients. We are not authorised to manage accounts or securities accounts. Thus, we do not accept funds or hold financial instruments in custody.
4. CLIENT CLASSIFICATION AND INVESTOR PROTECTION
As a matter of principle, we classify all our clients as private investors (retail investors) in accordance with Article 24 (4) of EU Directive 2014/65/EU. This means that you enjoy the full investor protection of the German Securities Trading Act (Wertpapierhandelsgesetz) as well as the various European regulations, in particular the
As a client, you have the right to request a different classification (e.g. as a professional client) if the legal requirements for this pursuant to Section 67 (6) WpHG are met. However, this results in a restriction of the level of client protection applicable to you. The existence of the requirements for a reclassification will be checked by us in a separate procedure as soon as you submit a corresponding application to us.
procedure as soon as you submit a corresponding application to us. We will then notify you in writing of the reclassification.
Upon completion of the registration process on our website, we will enter into a contract with you for the use of the platform contained on our website. You will receive a confirmation email about this.
The brokerage contract for the brokerage of a security or an investment comes into effect as soon as you, as a registered user of the platform, have completed the legally required identification in accordance with the Money Laundering Act as part of the subscription process.
Furthermore, you have the possibility to participate in the Exporo trading platform and to use the financial portfolio management “Exporo Vermögensverwaltung”. This requires the conclusion of separate contracts in each case.
6. RECORDING OF TELEPHONE CALLS
We are legally obliged to record telephone conversations and electronic communications (e.g. e-mail, chat, video telephony, messenger service) in connection with the initiation/acceptance, transmission and execution of customer orders on audio or data carriers and to retain these recordings. This applies irrespective of whether these are conducted with official or private telephones of the employees. A copy of the recordings of these conversations and communications with clients will be available for a period of five years - if requested by the Federal Financial Supervisory Authority - for a period of seven years.
Within the scope of the law, we are also entitled, but not obliged, to record telephone conversations in connection with the performance of the client relationship which do not relate to an order on audio or data carriers and to retain these recordings. This includes in particular telephone conversations about complaints. The recording shall be made for evidence purposes.
Before the recording of telephone conversations begins, we will inform the client about the purposes of the recording and ask for the client’s consent, unless the client has already given us his general consent to the recording of telephone conversations. The recordings may be intercepted by our staff. We are entitled, but not obliged, to make transcripts of the recordings. The recordings may be used as evidence in any legal proceedings.
7. EXECUTION OF ORDERS AND REPORTS ON SERVICES
Orders to open a custody account, a digital safe deposit box and a payment account are not executed by us, but by the relevant service providers. Orders to subscribe to a security or an investment are also not executed by us, but are forwarded to the respective issuer. Reports on the execution of orders are therefore not transmitted by us. You will receive these from the relevant service providers or the issuer.
We are also not obliged to monitor whether the respective order has been executed directly. Such an obligation is also not established if the order is not executed by the other market participant over a longer period of time.
If we provide financial portfolio management, we will report to you regularly on the manner in which the assets are managed. Reporting will take place at least quarterly and the reports will be filed in the user’s investment cockpit on a durable medium. We will immediately notify you of any losses incurred in an appropriate manner if the total value of the portfolio to be assessed at the beginning of the relevant reporting period falls by 10%. Thereafter, notification will be made in 10% increments for each subsequent fall in value. Exporo’s costs and fees will not be taken into account when calculating losses
8. COMPLAINTS AND DISPUTES**
Exporo Investment GmbH (“Exporo”) provides the customer with the following information on the procedure and principles applicable to the receipt, processing and settlement of a complaint:
(a) A complaint is any expression of dissatisfaction made by a client or potential client (complainant) to an investment services firm in connection with its provision of an investment service or ancillary investment service. The term “complaint” does not necessarily have to be used. A complaint does not require a specific form.
b) A (potential) client may submit a complaint free of charge orally, in writing or electronically to the contact details listed below: Exporo Investment GmbH, Am Sandtorkai 70, 20354 Hamburg, phone: +49 40 - 210 91 73 00, email: email@example.com, www.exporo.de
c) Exporo has established a complaints management function responsible for investigating complaints. This is the compliance department. The customer can reach it as follows: Exporo Investment GmbH, Compliance Department, Am Sandtorkai 70, 20354 Hamburg; e-mail: firstname.lastname@example.org
d) After the (potential) customer has submitted the complaint, it is transferred by the staff to the customer relationship management system (CRM). This is followed by a review of the content of the facts (if necessary also by enquiring with the customer), determination of the substantive justification of the customer’s dissatisfaction and, if necessary, preparation of a proposal for a solution. This is followed by consultation with a superior. Depending on the type, content and scope of the complaint, the early involvement of the complaint management function may be necessary. Finally, feedback is given to the (potential) customer in which Exporo communicates the position regarding the complaint. The processing period between the submission of a complaint and the feedback should generally not exceed five (5) business days. If no response can be provided within this period, Exporo shall inform the complainant of the reasons for the delay and the expected processing time.
e) The conciliation body of the Deutsche Bundesbank is responsible for property disputes arising from financial services contracts: Schlichtungsstelle der Deutschen Bundesbank, Postfach 11 12 32, 60047 Frankfurt am Main. The (potential) customer therefore has the option of forwarding a complaint or other dispute to the Bundesbank’s conciliation body. Irrespective of the possibility of appealing to this conciliation body, it is at the (potential) customer’s free discretion to file a civil lawsuit.
f) Online dispute resolution: The European Commission provides a platform for online dispute resolution (in accordance with Art. 14 para. 1 ODR Regulation) at http://ec.europa.eu/consumers/odr/. Exporo does not participate in the online dispute resolution.
9. INVESTOR COMPENSATION AND DEPOSIT GUARANTEE SCHEME
We are a member of the Compensatory Fund for Securities Trading Companies (EdW), 10865 Berlin. The compensation scheme secures all our liabilities to be met from securities transactions, insofar as the case for compensation has been determined by the Federal Financial Supervisory Authority (BaFin) and the claim is denominated in the currency of an EU member state. The protection limit per creditor is limited to 90% of the liabilities from securities transactions and the equivalent value of 20,000 euros.
Claims for which we have issued bearer instruments, such as our own bearer bonds and bearer certificates of deposit, as well as liabilities from bills of exchange issued by us are not protected.
For further details of the claim for compensation and the scope of security, reference is made to the Investor Compensation Act (Anlegerentschädigungsgesetz) in its current version, which will be provided by us upon request of the customer.
Insofar as the Compensation Scheme for Securities Trading Companies or a party appointed by it makes payments to a client, the client’s claims against us shall be transferred to the Compensation Scheme for Securities Trading Companies concurrently in the corresponding amount with all ancillary rights.
We are authorised to provide the Compensatory Fund for Securities Trading Companies or a person authorised by it with all information and documents required in this connection.
10. PRINCIPLES FOR DEALING WITH CONFLICTS OF INTEREST
Conflicts of interest cannot always be ruled out in companies that provide investment services for their clients. In accordance with the provisions of the Securities Trading Act, we therefore inform you below about our far-reaching precautions for dealing with possible conflicts of interest.
Such conflicts of interest may arise between Exporo Investment GmbH, our management, our employees or other legal or private persons associated with us and our clients or between our clients themselves.
Conflicts of interest can arise in particular
- in the brokerage from the broker’s own (revenue) interest in the sale of financial instruments;
- through performance-related remuneration of employees;
- by obtaining information that is not publicly known;
- from personal relationships of our employees or the management or persons associated with them with product providers; or
- in the participation of these persons in supervisory or advisory boards of product providers.
To prevent extraneous interests from influencing, for example, brokerage, we have committed ourselves and our staff to high ethical standards. We expect diligence and probity at all times, lawful and professional conduct, adherence to market standards, and in particular always consideration of the interests of the client.
The Executive Board is responsible for identifying, avoiding and managing conflicts of interest. Specifically, we take the following measures, among others:
- Establishing organisational procedures to safeguard the client’s interests in brokerage and investment advice;
- Regulations on the acceptance and granting of benefits as well as their disclosure;
- Creation of confidentiality areas through the erection of information barriers, the separation of responsibilities and/or physical separation;
- Maintenance of an insider or watch list, which serves to monitor sensitive information and to prevent the misuse of insider information;
- Maintaining a blacklist, which serves, among other things, to counter potential conflicts of interest by prohibiting business or consulting activities;
- Training our employees.
We will disclose conflicts of interest that cannot be avoided to the clients concerned before concluding a transaction.
11. COSTS AND INCIDENTAL EXPENSES
Our brokerage of securities and investments is free of charge for you. We only receive a commission from the respective issuer for the brokerage, which is also borne by the issuer. The costs included in the subscription amounts of the securities and investments are determined by the respective product provider. We will provide you with these costs in summary form in good time before you make your investment decision.
For the publication of the interest in sale on the Exporo trading platform, we charge the seller an advertisement fee in the event of the conclusion of a purchase agreement between the seller and a buyer. This advertisement fee amounts to 0.5% of the purchase price. Insofar as you opt to use the “Exporo Asset Management”, we charge a management fee of 0.5% p.a. of the customer’s assets under management. Income from the purchase of securities and investments (e.g. interest, dividends, capital gains) constitutes taxable income from capital assets. Depending on the applicable tax law and the type of investment, these are either deducted directly from the capital income or are payable by you as part of the tax assessment.
The arrangement of a securities account with Baader Bank Aktiengesellschaft, a digital safe deposit box with Tokn GmbH and a payment account with Mangopay S.A. is also free of charge for you. The costs of maintaining the securities account, the digital safe deposit box and the payment account, including the transfer of payments, will be borne by us on your behalf.
12. INFORMATION ON BENEFITS
For the brokerage of securities, we receive a brokerage commission from the product providers (issuers/providers), which is usually a maximum of 3.5% of the brokered investment amount. We do not receive any benefits for the brokerage of a custody account, a digital safe deposit box or a payment account. We disclose the receipt or granting of benefits to our clients. We use these benefits to provide our services to the high quality you expect and to continuously improve them.
We will disclose to you the exact amount of any benefit we have received as a result of brokering a transaction with you as a client as soon as this is known.
If we receive benefits in the course of financial portfolio management, we will disclose them or return them.
13. SECURITIES PROSPECTUSES
Insofar as the brokerage relates to securities and/or investments for which a prospectus has been published in accordance with the German Securities Prospectus Act (Wertpapierprospektgesetz) and/or the German Investment Act (Vermögensanlagengesetz), these prospectuses are available both from us and from the respective provider/issuer.
14. TARGET MARKET WITHIN THE MEANING OF THE WPHG
We will inform you in good time before the brokerage of a security and/or an investment of the target market for the security and/or the investment. This includes whether the security and/or the investment is intended for private clients or professional clients.
15. STRUCTURE OF SUBORDINATED LOANS AND BONDS
A subordinated loan is characterised by the subordinated claims to interest and repayment. The claims arising from the loan are subordinate to all other claims of creditors against the issuer. The claims arising from the subordinated loan, in particular the payment of interest and the repayment of the value-dated investment amount, are subject to the proviso that the issuer does not become insolvent. In this respect, the investor assumes financing responsibility for the issuer comparable to an equity investor. In return, he receives an interest rate that is significantly higher than that of a senior loan.
Bonds are fixed- or variable-interest securities which, unlike shares, do not grant a pure profit-related dividend, but instead have a fixed and/or variable interest rate over the entire term and grant the right to return the bond at the nominal amount at the end of the term. The redemption amount is not subject to exchange price fluctuations. Bonds may also be transferred, acquired by a prospective buyer, assigned to third parties or pledged at any time prior to maturity.
16. RISK INFORMATION
The securities and investments brokered by us are associated with special risks. Insofar as these are also traded on a financial market, their prices are subject to fluctuations over which we have no influence. Income generated in the past is not a reliable indicator of the future performance of the securities and investments.
(1) Borrowing risk of the investor
If the acquisition of the securities or the investments is financed from outside sources, e.g. by taking out bank loans, the risk structure of the investment increases. Irrespective of payments from the security or the asset investment, you would be obliged to service the interest and costs of the external financing from your other assets. We generally advise against debt financing of the investments.
(2) Special risks of subordinated loans
A reservation of payment applies to all payment claims of investors from a subordinated loan. Investors only have a claim against the issuer for payment of interest and repayment of the subordinated loan if this claim would not cause the issuer to become insolvent (insolvency, impending insolvency or overindebtedness). Therefore, the existence of an investor’s claim to payments depends on the economic situation of the issuer and in particular also on their liquidity situation.
There is a risk for the investor that, in the event of such a reservation of payment, he will not be able to demand payments from the issuer on the actual payment date.
In the event that insolvency proceedings are opened against the issuer’s assets, the investor in a subordinated loan can only assert his claims (interest, repayment) against the insolvency administrator as a subordinated insolvency creditor. Payments to the investor from the insolvency estate shall only be made when all claims preceding him, in particular the non-subordinated claims within the meaning of the Insolvency Code as well as all subordinated claims within the meaning of section 39 (1) nos. 1 to 5 of the Insolvency Code, have been satisfied in full. The amount of the actual payments thus depends on the amount of the insolvency estate. If the insolvency estate is not sufficient to make payments on subordinated claims in the insolvency proceedings, this would result in the total loss of the investment amount plus premium for the investor.
Repayment of the subordinated loan is only possible at the end of the agreed term. The investment amount paid in by the investor is therefore subject to a corresponding commitment period. There is a risk that the investor will not be able to dispose of his invested capital ahead of time. Furthermore, there is the risk that at the end of the term the issuer does not have the necessary liquidity to repay the subordinated loan. This can lead to a total loss of the investment amount plus premium. The risk of an obligation to make additional contributions does not exist with subordinated loans.
With regard to the respective risks of a specific subordinated loan, reference is made to the risk description in the investment prospectus or, if such a prospectus does not exist, to the sales documents.
(3) Special risks of bonds
The repayment of a bond and the payment of interest depend on the solvency of the issuer. The issuer’s solvency depends on numerous factors, such as the overall economic development, the industry-related climate or the future development of the issuer’s earnings and profitability. A negative development of one or more of these factors can lead to delays in payments to investors or even to the loss of the bond capital.
The capital invested for the purchase of the bond is subject to a commitment period until the end of the respective term. In principle, it is possible to sell the bond prematurely. However, the saleability is limited. Even inclusion of the bond in the over-the-counter market of a stock exchange does not guarantee that sufficient demand will be available to resell the bond in the event of an intention to sell. The Issuer cannot predict the extent to which investor interest in its Bonds will lead to the development of trading or how liquid trading might become. Thus, it cannot be ruled out that an investor may not be able to sell the Bonds held by him or may only be able to sell them at a price substantially below par.
The risk of a margin call does not exist with a bond.
With regard to the respective risks of a specific bond, reference is made to the risk description of the securities prospectus or the offering documents.
(4) Special risks of token-based bonds
An early sale of the token-based bonds is possible in principle. However, the alienability of the token-based bonds is severely limited. It also cannot be ruled out that an investor may only be able to sell the token-based bonds held by him at a price that is significantly below the nominal value.
All claims arising from the token-based Notes, in particular the claims of the investors for payment of the interest as well as for repayment of the principal of the Notes, cannot be asserted as long as and to the extent that the partial or complete fulfilment of these claims would lead to an insolvency of the Issuer (pre-insolvency enforcement bar). Accordingly, the pre-insolvency enforcement bar already applies to the period prior to the opening of insolvency proceedings. Accordingly, the investor may already not demand performance of his claims under the token-based Notes if the Issuer is threatened with insolvency at the time of the investor’s demand for performance. The pre-insolvency enforcement bar may lead to a permanent non-fulfilment of the bondholder’s claims which is not limited in time.
The tokens are allocated to the respective wallets of the investors when they are issued The tokens are only accessible to the investors via their respective personal access (so-called private key) to their wallet. Should the private key fall into the hands of a third party, this third party can misuse the wallet of an investor and carry out unauthorised asset transactions. The loss of the private key, even if it has simply been “forgotten”, leads to an irretrievable loss of the tokens. The Issuer does not know the Private Key of an investor, it can neither recover the Private Key nor restore or enable access to the Wallets in any other way. It is therefore essential that the investor keeps his Private Key safe.
Blockchain technology and all related technological components are still at an early stage of technical development. The Token is created by the Issuer generating the number of subscribed Tokens on the relevant Blockchain and then transferring them to the investors’ wallet addresses by allocating the Tokens to the investors’ respective addresses. The Blockchain technology may contain errors from which, however, unforeseeable consequences could arise in the future. The blockchain technology may also be subject to technical difficulties that impair its functionality. A partial or complete breakdown of the Blockchain may disrupt the tradability of the Tokens or make it impossible.
The blockchain technology, the smart contract and/or the investors’ wallets may be subject to attacks by unauthorised third parties, i.e. be hacked. In so-called distributed denial of service (DDoS) attacks, attackers can, for example, overload a network or a blockchain with a high number of requests and/or transactions and make the network or the corresponding blockchain (temporarily) unusable. Such attacks can lead to the loss of the tokens. There have already been numerous hacker attacks in the past. Crypto exchanges could also become the target of hacker attacks. Due to the fundamental anonymity of blockchain technology, it is almost impossible to prosecute perpetrators.
(5) Special risks of financial portfolio management (asset management)
In addition, the risks arising from the activity of financial portfolio management must also be pointed out, as special risks arise from the interaction of various factors. The asset managers are always obliged to act in the interests of the client to the best of their knowledge and belief; nevertheless, wrong decisions and also misconduct can also occur here, so that a loss of the invested assets can occur. These should be counteracted by a broad and suitable spread of investments (diversification). Risks can be reduced through suitable diversification, but not completely avoided.