Effective date: 1 May 2026 · Last updated: 12 May 2026 · Owner: Board of Directors (via Company Secretary) · Review cycle: Annual
1. Purpose
ERAM Real Estate Sh.P.K. recognises that conflicts of interest may arise in the ordinary course of business, and that the credibility of the ERAM Investors Portal depends on identifying, disclosing and managing them in a transparent, documented manner.
This policy sets out the principles by which conflicts of interest are identified, disclosed, escalated and resolved across the Company, its project SPVs, and dealings with affiliates within the Kelmendi Holdings group.
2. Definition
A conflict of interest exists where a personal, financial, family or professional interest of a director, officer, employee, contractor, or affiliated entity could influence — or reasonably appear to influence — the impartial discharge of a duty owed to ERAM, to a project SPV, or to investors in that SPV.
A conflict may be actual, potential, or perceived. All three categories are treated as requiring disclosure under this policy.
3. Group context — affiliates and related-party transactions
ERAM Real Estate Sh.P.K. is a member of Kelmendi Holdings, alongside independent sister companies including ERAM Group Sh.P.K. Commercial dealings between ERAM Real Estate, project SPVs, and other members of the Kelmendi Holdings group, where they occur, are conducted at arm's length on terms no less favourable to the SPV than would be obtained from an unrelated third party.
Every related-party transaction is documented, justified in writing, benchmarked where relevant, and disclosed in the project Information Memorandum and in the SPV's annual financial statements.
4. Typical conflict scenarios
- Procurement of goods or services from an affiliated entity, family member, or related party;
- Sale or lease of a unit at preferential terms to a director, employee, or related party;
- Allocation of investment opportunities between project SPVs and the Sponsor's own balance sheet;
- Engagement of an external adviser in which a director or employee holds an economic interest;
- Receipt or offering of gifts and hospitality (governed in detail by the Anti-Bribery & Corruption Policy);
- Use of confidential information obtained in the course of duties for personal benefit;
- Outside business activities of directors and senior employees.
5. Disclosure obligation
Every director, officer, employee and contractor of ERAM is obliged to disclose, in writing and without delay, any actual, potential or perceived conflict of interest of which they become aware. Disclosure is made to their direct line manager and to the company secretary (or equivalent), who maintains the central conflicts register.
Directors disclose conflicts to the board and refrain from participation in the deliberation and decision on the conflicted matter.
6. Conflicts register
ERAM maintains a confidential conflicts register recording every disclosed conflict, the parties involved, the mitigation applied, the decision-maker, and the outcome. The register is reviewed annually by the board and by the statutory auditor.
7. Management measures
Where a conflict is identified, one or more of the following management measures is applied:
- Disclosure to all affected parties, including investors where relevant;
- Recusal of the conflicted person from any decision related to the matter;
- Independent review by a person or committee with no interest in the outcome;
- Benchmarking of terms against arm's-length market evidence;
- Approval by the board, with the conflicted director abstaining;
- Termination of the conflicting outside interest, where retention is incompatible with the role.
8. Investor disclosure
Material conflicts of interest affecting a project SPV — including related-party procurement, affiliate financing, and unit allocations to related parties — are disclosed in the project's Information Memorandum prior to subscription, and reflected in the SPV's annual investor report.
9. Breach and remedy
Failure to disclose or to comply with this policy is a disciplinary matter and, depending on circumstances, may also constitute a breach of fiduciary duty or applicable law. Remedies include withdrawal of the benefit, restitution to the affected party, and disciplinary action up to and including termination of engagement.
10. Governance
This policy is owned by the board of ERAM Real Estate Sh.P.K. and reviewed at least annually.
Contact
Questions regarding this policy, or to report a concern: [email protected]. Confidential reports may also be made via our Whistleblowing channel.
ERAM Real Estate Sh.P.K. · Business no. (NUI) 812052025 · Registered 13/06/2023 · Rruga Agim Ramadani, Nr. 2, 10000 Prishtina, Kosovo