Amended: September 2026 | Version: 2026.1

PROSPERGATE CAPITAL LTD, is a company registered under the laws of the Republic of Cyprus, with registration number C369583. It is a regulated Cyprus Investment Firm (“CIF“) authorised and regulated by the Cyprus Securities and Exchange Commission (“CySEC“) under license number 361/18. The Company also acts as the External Manager of PROSPERGATE FUND AIFLNP V.C.I.C LTD.

The registered office of the Company is situated at 2 Filiou Zannetou street, 3021 Limassol, Cyprus.

For the purposes of, inter alia, this Client Categorisation Policy, the Company operates under:

• Directive 2014/65/EU (“MiFID II“), as implemented in Cyprus by the Investment Services and Activities and Regulated Markets Law of 2017 (Law 87(I)/2017), as amended;
• The Commission Delegated Regulation (EU) 2017/565, supplementing Directive 2014/65/EU as regards organisational requirements and operating conditions for investment firms;
• The applicable CySEC circulars and guidance on client categorisation addressed to CIFs.

This is not marketing material, but an informative policy on the categorisation of clients and their rights, prepared in compliance with MiFID II and Law 87(I)/2017.

Pursuant to Law 87(I)/2017, the Company must categorise each client into one of three categories: retail client; professional client; or eligible counterparty. This Policy sets out the criteria applied by the Company in respect of each category, the level of regulatory protection afforded to clients within each category, and the process by which a client may request to be treated under a different categorisation.

Following the implementation of MiFID II in the European Union, and its transposition into Cyprus law by Law 87(I)/2017, as amended from time to time, the Company is required to categorise its clients and potential clients and to make available to them this Client Categorisation Policy (the “Policy“).

When considering an application to open an account, the Company classifies the prospective client under one of the categories set out below, based on the information provided by the client, and notifies the client of their categorisation.

The Company’s client base consists exclusively of clients who qualify, or elect (on an “opt-up” basis, as described below), to be treated as Professional Clients, and of Eligible Counterparties. The retail categorisation criteria and protections are nonetheless set out below, both for completeness and because they form the baseline against which any request for “opt-up” professional treatment is assessed.

A. Retail Clients

A “Retail Client” is a client who is not a Professional Client or an Eligible Counterparty (as defined below).

B. Professional Clients

A “Professional Client” is a client who possesses the experience, knowledge and expertise to make their own investment decisions and to properly assess the risks they incur. To be considered a Professional Client, a client must satisfy one of the following criteria:

1. Entities required to be authorised or regulated to operate in the financial markets, including entities authorised by an EU Member State under MiFID II, entities otherwise authorised or regulated by a Member State, and entities authorised or regulated by a non-Member State, namely: credit institutions; investment firms; other authorised or regulated financial institutions; insurance companies; collective investment schemes and their management companies; pension funds and their management companies; commodities and commodity derivatives dealers; locals; and other institutional investors (such as portfolio investment companies).
2. Large undertakings meeting two of the following size requirements on a company basis: (i) balance sheet total of EUR 20,000,000; (ii) net turnover of EUR 40,000,000; (iii) own funds of EUR 2,000,000.
3. National and regional governments, public bodies managing public debt, central banks, and international and supranational institutions such as the World Bank, the IMF, the ECB, the EIB, and other similar international organisations.
4. Other institutional investors whose main activity is investing in financial instruments, including entities dedicated to the securitisation of assets or other financing transactions.

Clients falling within criteria 1 and 2 above are treated as professionals in relation to all investment services, activities and financial instruments. Clients falling within criteria 3 and 4 may be treated as professionals generally, or in respect of a particular investment service, transaction, or type of transaction or product.

Clients not automatically meeting the above criteria may nonetheless be treated as Professional Clients on request, following the Company’s approval — see “Request for Different Classification” below.

Professional Clients are responsible for keeping the Company informed of any change that could affect their categorisation. Should the Company become aware that a client no longer meets the conditions that made them eligible for professional treatment, the Company will take appropriate action, which may include re-categorising the client.

C. Eligible Counterparties

An “Eligible Counterparty” is an entity to which the Company provides the service of reception and transmission of orders, and/or execution of orders, and/or dealing on own account, and which is: a Cyprus or other EU investment firm; a credit institution; an insurance company; a UCITS or its management company; a portfolio investment company; a pension fund or its management company; another financial institution authorised by a Member State or regulated under EU or national law; an undertaking exempted from Law 87(I)/2017 under paragraphs (k) and (l) of subsection (2) of section 3; a national government or corresponding public body dealing with public debt; a central bank; or a supranational organisation.

A. Retail Clients — Opting Up

A Retail Client has the right to request treatment as a Professional Client, but will thereby be afforded a lower level of regulatory protection. The Company is not obliged to agree to a different classification.

Tests and criteria: The Company may treat a Retail Client as a professional only where the relevant criteria and procedure below are met (fitness test). Any waiver of the standard conduct-of-business protections will be granted only where an adequate assessment of the client’s expertise, experience and knowledge — carried out by the Company — gives reasonable assurance, having regard to the nature of the transactions or services envisaged, that the client is capable of making their own investment decisions and understands the risks involved.

The fitness test: As a minimum, two of the following criteria must be satisfied:

1. the client has carried out transactions of significant size on the relevant market at an average frequency of ten per quarter over the previous four quarters;
2. the size of the client’s financial instrument portfolio (including cash deposits) exceeds EUR 500,000;
3. the client works, or has worked, in the financial sector for at least one year in a professional position requiring knowledge of the transactions or services envisaged.

Procedure: A Retail Client may waive the applicable conduct-of-business protections only where:

1. the client states in writing to the Company that they wish to be treated as a Professional Client, either generally or in respect of a particular service, transaction or product;
2. the Company gives the client a clear written warning of the protections and investor-compensation rights they may lose;
3. the client states in writing that they are aware of, and accept, the consequences of losing such protections;
4. before accepting the request, the Company takes all reasonable steps to verify that the client meets the relevant tests and criteria above.

B. Professional Clients — Requesting a Higher Level of Protection

A Professional Client has the right to request treatment as a Retail Client in order to obtain a higher level of protection. It is the client’s responsibility to make such a request where they consider themselves unable properly to assess or manage the risks involved. Such higher protection is provided once the client and the Company enter into a written agreement to that effect, specifying whether it applies to one or more particular services, transactions or products. The Company is not obliged to agree to deal with the client on that basis.

C. Eligible Counterparties

An Eligible Counterparty has the right to request treatment as a Professional Client or as a Retail Client in order to obtain a higher level of protection. The Company is not obliged to agree to deal with the client on that basis.

The Company reviews this Policy, and the categorisation of its clients, on a periodic basis and whenever a material change in applicable law, regulation or CySEC guidance so requires, to ensure that client categorisations remain accurate and appropriate.

This Policy may be updated and changed from time to time in order to comply with new legal or regulatory requirements or amendments. Any updated version will be published on the Company’s website.

If you would like to contact us with any queries or comments, please send an email to [email protected]

Prospergate Capital Ltd is a Cyprus Investment Firm (“CIF”) authorised by the Cyprus Securities and Exchange Commission (“CySEC”) (licence number 361/18), with a licence to perform portfolio management services. The Company externally manages, on a discretionary basis, client funds held with global financial institutions pursuant to a pre-defined investment strategy. As the risk of investing in certain financial instruments is generally high and the market value of such instruments may be affected by factors such as economic and political conditions, foreign exchange fluctuations, and shifts in market sentiment, the investor bears full responsibility for the risks associated with such investments and acknowledges that investment yield and/or capital preservation are not guaranteed. Investors should ensure they are fully aware of the potential risks connected with portfolio management services and their chosen investment strategy, and should note that some strategies carry a higher degree of risk than others, which may result in the loss of all or part of the initial investment. Past performance does not guarantee, and should not be taken as an indication of, future returns.

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