Investment Risk Disclosure

IMPORTANT NOTICE: NO ADVICE OR RECOMMENDATION IS GIVEN

This document sets out, in summary form and without purporting to be exhaustive, the principal categories of risk to which a person considering an investment connected with Fairclough Palmer AG, EquityLink or any other member of the Group may be exposed. It is furnished for information only and does not amount to an offer, a solicitation, a recommendation or a personal opinion as to the merits of any transaction. Nothing in this document has been prepared having regard to the financial situation, investment objectives or knowledge and experience of any particular person, and no reliance should be placed on it as a substitute for independent professional advice obtained before any capital is committed.

RISK DISCLOSURE

This Risk Disclosure is issued by Fairclough Palmer AG, a company incorporated under the laws of Switzerland with its registered office at Schifflände 26, 8001 Zürich, and applies without limitation to its subsidiary network, including EquityLink, the Group's platform connecting founders and small and medium sized enterprises with prospective investors (together, "the Group"). It is addressed to any person who accesses the Group's platforms, participates in a subscription tier, purchases a VIP access add on, uses the iOS application or otherwise engages with the Group in connection with capital raising, investment or introduction activity.

Capital committed in reliance on any information made available by the Group is placed entirely at the risk of the person committing it. The categories of risk described in this document are not ranked by likelihood or severity, are not presented as a closed list, and may overlap or compound one another in circumstances the Group cannot foresee or control.

1. Purpose and Scope

This disclosure applies wherever a member of the Group facilitates, describes or references an investment opportunity, a capital raise, an introduction between a founder or issuer and a prospective investor, or any transaction contemplated through EquityLink. It applies equally to users of paid subscription tiers, to purchasers of the VIP access add on and to users interacting with the Group through its iOS application or any successor channel. Where a member of the Group introduces users to a third party product or counterparty, this disclosure operates alongside, and does not replace, any risk warning issued by that third party.

2. No Advice and No Recommendation

None of the Group's activities, whether the operation of EquityLink, the curation of investor or founder profiles, the facilitation of introductions or the publication of any commentary, constitutes investment advice, legal advice, tax advice or a personal recommendation within the meaning of any applicable law. The Group does not assess, endorse or warrant the merits of any founder, issuer, business plan, security or instrument referenced on its platforms. A decision to pursue an introduction or to invest is taken entirely on the initiative of the person concerned.

3. Suitability and Appropriateness

The Group does not conduct a suitability or appropriateness assessment of any user before permitting access to its platforms or subscription tiers. Each person remains solely responsible for determining, having regard to their own financial circumstances, investment horizon, tolerance for loss and level of experience, whether an activity facilitated through the Group is appropriate for them. Access to a subscription tier or the VIP access add on is not, and must not be treated as, an indication that any opportunity encountered through that tier is suitable for the user.

4. Capital at Risk and Total Loss

All capital deployed in connection with an opportunity encountered through the Group is at risk in its entirety. There is no capital protection, no deposit guarantee scheme and no assurance of any minimum return. A person may lose the whole of the sum invested and, depending on the structure of the instrument acquired, may in certain circumstances incur liabilities exceeding that sum. No statement made by any member of the Group should be read as limiting or qualifying this possibility.

5. Private and Unlisted Company Risk

Founders and issuers introduced through EquityLink are typically private, unlisted businesses. Such businesses are not subject to the continuous disclosure obligations, listing standards or independent scrutiny applicable to companies admitted to trading on a regulated market. Financial information supplied by a founder or issuer may be unaudited, prepared on a limited basis or reflect assumptions that prove inaccurate. A prospective investor bears the full burden of verifying any claim made by a founder or issuer.

6. Early Stage and SME Failure Rates

Early stage and small or medium sized businesses of the kind typically introduced through EquityLink experience high rates of failure, restructuring or wind down within their first years of operation. A significant proportion of such businesses do not generate a positive return for their investors, and a meaningful number cease trading before returning any capital at all. Historical statistics concerning survival rates in a particular sector or region provide no assurance as to the outcome of any individual business.

7. Illiquidity and Absence of a Secondary Market

Instruments acquired in connection with a private company introduced through EquityLink are generally illiquid. No public or organised secondary market exists for such instruments, and none is expected to develop through the Group's platforms or otherwise. A holder may be unable to sell or transfer their position for a prolonged period, and may only realise value on the occurrence of a liquidity event such as a further financing round, a sale of the business or, where applicable, a listing, none of which is assured or within the Group's control.

8. Valuation Uncertainty

Valuations attributed to private and early stage businesses are inherently judgemental. They are frequently derived from figures supplied by the founder or issuer, from comparisons with businesses of limited comparability, or from manually entered inputs that have not been independently verified by the Group. A valuation quoted at the time of an introduction may bear little relationship to the price achievable on any subsequent disposal, and no member of the Group warrants the accuracy of any valuation displayed on its platforms.

9. Dilution

A founder or issuer may issue additional equity, options or convertible instruments after a prospective investor has acquired a position, reducing that investor's proportionate ownership and voting power. Anti dilution provisions, where they exist, are a matter for the founder or issuer and the investor to negotiate directly. The Group takes no part in, and accepts no responsibility for, the drafting or enforcement of any such provision.

10. Convertible Instruments

Where an opportunity is structured by way of a convertible loan, a simple agreement for future equity or an analogous hybrid instrument, the value ultimately received on conversion depends on a future valuation event and on the terms negotiated between the founder or issuer and the investor. Discount rates and valuation caps, where agreed, do not guarantee a favourable outcome and may fail to compensate an investor for the risk assumed in holding the instrument prior to conversion.

11. Minority Shareholder Risk

An investor acquiring a stake through an introduction facilitated by EquityLink will typically hold a minority position without the ability to control or significantly influence the founder's or issuer's strategy, management or capital decisions. Minority holders may have limited information rights, limited voting power and limited practical means of enforcing any protection recorded in a shareholders' agreement, particularly where the founder or issuer is domiciled outside Switzerland.

12. Concentration Risk

A person who commits a disproportionate share of their available capital to a small number of opportunities encountered through the Group, or to a single sector, geography or founder, is exposed to concentration risk. The failure of a single business in such circumstances may have a materially greater impact on that person's overall financial position than would be the case within a diversified portfolio.

13. Currency Risk

Founders and investors connected through EquityLink operate across multiple jurisdictions and currencies. Where an investment or subscription fee is denominated in a currency other than the Swiss franc or the investor's home currency, fluctuations in exchange rates may increase the effective cost of participation or reduce the value of any eventual return once converted back into the investor's reference currency, independently of the underlying performance of the business concerned.

14. Interest Rate and Inflation Risk

Changes in prevailing interest rates affect the cost of capital available to founders and issuers, the appetite of investors for illiquid holdings, and the discount rate applied when valuing future cash flows. Sustained inflation may erode the real value of any eventual return and may increase the operating costs faced by a founder or issuer, reducing the likelihood of a successful outcome for an investor.

15. Counterparty and Settlement Risk

Funds transferred in connection with a transaction facilitated through the Group pass through banking and payment infrastructure operated by third parties, and completion of any subscription or transfer of funds to a founder or issuer depends on the performance of those third parties and of the founder or issuer itself. Delay, error or default on the part of any such counterparty may result in funds being delayed, misapplied or lost, and the Group accepts no liability for the acts or omissions of counterparties outside its control.

16. Market and Geopolitical Risk

General economic conditions, credit cycles, sector specific downturns, conflict, sanctions regimes and political instability in any jurisdiction connected to a founder, issuer or investor may adversely affect the value or viability of an opportunity encountered through the Group, whether or not that jurisdiction is the primary place of business of the entity concerned.

17. Regulatory and Tax Change Risk

The regulatory treatment of capital raising platforms, private securities and cross border investment is subject to change in Switzerland and in every other jurisdiction from which the Group's users access its services. A change in law, regulatory guidance or tax treatment occurring after an investment is made may reduce its value, restrict its transferability or increase the cost of holding it, and the Group does not undertake to notify users of every such change or to compensate them for its effects.

18. Cross Border and Jurisdictional Risk

Where a founder, issuer or investor is domiciled in a jurisdiction other than Switzerland, the enforceability of any agreement, the availability of local remedies and the practical cost of pursuing a claim may differ materially from what would be expected in a purely domestic transaction. Users engaging in a cross border introduction bear sole responsibility for ascertaining the legal and tax consequences applicable in every jurisdiction connected to the transaction.

19. Platform, Technology, Cyber and Operational Risk

The Group's website, EquityLink platform and iOS application depend on software, hosting infrastructure and network connectivity that may be interrupted by technical failure, maintenance, capacity constraint or malicious interference. A cyber incident affecting the Group or a service provider it engages could result in unauthorised access to, or loss of, information submitted by users, delay in the processing of an introduction or transaction, or temporary unavailability of the platforms. The Group maintains controls designed to mitigate these risks but cannot warrant uninterrupted or error free operation.

20. Reliance on Third Party Service Providers

The Group engages payment processors, identity verification providers, cloud hosting providers and other third parties in the operation of its platforms. The quality, continuity and pricing of these services are outside the Group's direct control, and any deficiency in a third party service may affect the availability of the Group's platforms or the completion of a transaction without giving rise to liability on the part of the Group.

21. Conflicts of Interest

The Group derives revenue from subscription fees, the VIP access add on and, in certain cases, referral or introduction arrangements with founders, issuers or third parties. These commercial incentives could be perceived as creating a conflict between the Group's interest in generating revenue and the interest of a user in receiving disinterested information. Users should treat any content, ranking or promotion appearing on the Group's platforms with this incentive structure in mind and should not assume that prominence given to any founder or issuer reflects an assessment of its quality.

22. Past Performance and Forward Looking Statements

Any reference to the historical performance of a founder, issuer, sector or the Group itself is provided for illustration only and is not a guide to future results. Projections, forecasts, business plans and other forward looking statements supplied by a founder or issuer are inherently uncertain, reflect assumptions that may not materialise and should not be relied upon as a prediction of actual outcomes.

23. Information Accuracy and Third Party Data

Information about founders and issuers appearing on the Group's platforms is compiled substantially from material submitted by the founder or issuer concerned, supplemented in some cases by third party data sources. The Group does not independently audit or verify such material and accepts no responsibility for any inaccuracy, omission or misleading statement contained in it. Users must undertake their own verification before relying on any figure, claim or projection encountered through the Group's platforms.

24. No Guarantee of Introductions or Funding Outcomes

Subscription to a tier of EquityLink or purchase of the VIP access add on grants access to features, visibility or a level of prioritisation within the platform, and does not guarantee that a founder will secure funding, that an investor will be introduced to a suitable opportunity, or that any introduction made will result in a completed transaction. The Group is not a party to, and accepts no responsibility for the outcome of, negotiations conducted between a founder or issuer and a prospective investor following an introduction.

25. Investor Eligibility

Certain opportunities referenced through the Group may lawfully be offered only to persons meeting defined criteria concerning wealth, income, professional experience or investor classification in their home jurisdiction. It is the sole responsibility of each user to establish whether they meet the eligibility criteria applicable to a particular opportunity before pursuing it, and the Group is entitled to rely on representations made by a user as to their status without further enquiry.

26. Recommendation to Obtain Professional Advice

Before committing any capital, a prospective investor is strongly urged to consult an independent financial adviser, tax adviser and legal counsel authorised in the relevant jurisdiction, and to obtain such professional advice as is necessary to understand fully the risks, tax treatment and legal implications of the transaction contemplated. A founder or issuer is likewise urged to obtain independent legal and financial advice before entering into any arrangement facilitated through the Group.

27. Complaints

A user wishing to raise a concern regarding this disclosure or the manner in which the Group's platforms operate may submit a written complaint to the contact details set out below. The Group will acknowledge and address complaints in a reasonable timeframe, but nothing in this section obliges the Group to reverse, compensate or otherwise remedy the consequences of an investment decision taken by a user.

28. Governing Law

This Risk Disclosure is governed by the substantive laws of Switzerland, excluding its conflict of laws principles. The courts of Zürich, Switzerland have exclusive jurisdiction over any dispute arising out of or in connection with this disclosure, without prejudice to any mandatory provision of consumer protection law that may apply in the user's place of residence.

This disclosure does not purport to identify every risk relevant to a person's individual circumstances. Prospective investors and founders should review all offering and platform documentation carefully and consult independent professional advisers before proceeding with any transaction connected to the Group.

Acknowledgement

By continuing to use any platform operated by the Group, including EquityLink, a user confirms that they have read this Risk Disclosure in full, that they understand the categories of risk described in it and that any decision to invest, subscribe or seek an introduction is taken on their own initiative and after such independent enquiry as they consider necessary.

Contact Information

Fairclough Palmer AG

Schifflände 26, 8001 Zürich, Switzerland

Email: Info@FaircloughPalmer.com

Contact Telephone: +41 (0) 44 505 33 47

Commercial Register Number: CHE-171.548.749