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 Risk Disclosure Notification, 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, and applicable ESMA guidance;
• Directive 2011/61/EU on Alternative Investment Fund Managers, the Alternative Investment Funds Law of 2018 (L.124(I)/2018), and, in respect of the Company’s role as External Manager, the Small Alternative Investment Fund Managers Law of 2020 (L.81(I) of 2020) (“the SMALL AIFM Law“), as amended and supplemented. 

This Risk Disclosure Notice (the “Notice“) is provided to the client in accordance with the legal framework above, and is designed to explain, in general terms and on a fair and non-misleading basis, the nature of the risks involved in dealing in financial instruments. This Notice does not disclose or explain every risk or aspect involved in dealing in financial instruments, and the client should be aware that risks other than those listed below may be involved in investing.

The Company, in the interest of transparency, discloses to the prospective client the following non-exhaustive list of risks, to enable an informed decision on investing in financial instruments. In light of these risks, a client should proceed with investing only if they understand the nature of the relevant financial instrument and can carefully assess whether the portfolio management service and the agreed investment strategy are appropriate in light of their experience, objectives, financial resources and other relevant circumstances. The client should consult their own professional advisers (legal, tax, financial and accounting) as appropriate. This Notice does not explain all the risks and other significant aspects of investing, and the Company cannot act as the client’s adviser.

A client should not invest more than they are prepared to lose. Before entering into a portfolio management agreement with the Company, the client must ensure that they understand the risks involved in the agreed investment strategy and in the financial instruments in which the Company may invest on their behalf, taking into account their level of experience, and must seek independent advice where they consider it necessary.

The client acknowledges that investing in financial instruments, including through a discretionary portfolio management service, carries a significant risk of loss and accepts that risk. The Company does not provide investment advice; the investment decisions taken by its Portfolio Managers are made in the exercise of the discretionary mandate granted by the client and do not constitute personal recommendations to the client.

Force Majeure Event

In the case of a Force Majeure Event, the client accepts the risk of resulting financial loss.

Technical Risk

The Company provides its portfolio management services on a discretionary basis. Investment decisions, and the placing of orders with executing brokers and other counterparties, are made by the Company’s Portfolio Managers acting under the authority granted to them by the client. The client does not place orders, select financial instruments, or operate any trading platform or client terminal, and is therefore not exposed to the technical risks associated with self-directed electronic trading. The client nevertheless acknowledges that the provision of portfolio management services depends on information technology and communication systems, and on third parties such as executing brokers, custodians, fund administrators, paying agents and market infrastructures used by the Company. Failures, malfunctions, delays or interruptions affecting such systems or third parties — including hardware or software failure, loss of connectivity, cyber-security incidents, or the failure or delay of a third party in executing, settling, pricing or reporting a transaction — may result in a transaction being executed later than intended, at a different price, or not at all, and may cause financial loss to the client’s portfolio. The Company maintains business continuity, information-security and outsourcing arrangements in accordance with the applicable legal framework and will act with due skill, care and diligence to mitigate such risks. However, the Company cannot guarantee that such events will not occur and, except to the extent that a loss results from the Company’s negligence, wilful default or fraud, or from a breach of its obligations under the applicable legal framework, the Company shall not be liable for losses caused by events beyond its reasonable control. The client further acknowledges that, in periods of severe market disruption or unusually high market volume, the Company’s ability to implement investment decisions, or to communicate with the client, may be delayed.

Communication

The Company will communicate with the client through the client’s Relationship Manager and by the means agreed in the portfolio management agreement, including by electronic means. The client accepts the risk of loss arising from delayed or non-received communications where this results from causes beyond the Company’s reasonable control, such as failure of the client’s email or messaging systems, message corruption, or the client’s failure to notify the Company of a change in their contact details. The client is responsible for maintaining the confidentiality of information received from the Company and acknowledges that unencrypted electronic communications may be intercepted or accessed by unauthorised third parties; the Company shall not be liable for losses arising from such unauthorised access, except where caused by its own negligence, wilful default or fraud. The client should promptly review all reports, statements and notifications provided by the Company and inform the Company without delay of any error or discrepancy.

Discretionary management risk

The Company manages the client’s portfolio on a discretionary basis, in accordance with the investment strategy and mandate agreed with the client and the authority granted to the Company under the client’s power of attorney. Individual investment decisions — including the selection of transferable securities and units in collective investment undertakings, and the timing of purchases and sales — are made by the Company’s Portfolio Managers without reference to the client for each transaction. The client should therefore understand that they will not be consulted on, and may not agree with, particular investment decisions, and that the performance of the portfolio will depend on the judgement of the Portfolio Managers and on the suitability of the agreed strategy. The Company assesses the suitability of the investment strategy for the client, in accordance with the applicable legal framework, on the basis of the information provided by the client; the client is responsible for ensuring that such information is accurate and complete and for informing the Company promptly of any change in their financial situation, objectives or circumstances. The client’s funds and financial instruments are held with third-party custodians and financial institutions and are not held by the Company; the client is accordingly exposed to the credit, operational and custody risk of those institutions.

Political risk

Factors such as external or internal conflicts, coups, and racial or national tensions create political instability in Higher-Risk Countries, which can significantly affect an issuer’s ability to generate earnings and returns, as well as the ability to repatriate capital, dividends and profits, and investment ownership rights generally. It is often not possible to say whether political reforms aimed at democratic or market transition will succeed, or whether such goals may be disrupted or reversed by political, social, economic, ethnic or religious instability. Higher-Risk Countries are frequently criticised for a lack of transparency and fairness in electoral processes, and may face corruption within governmental, administrative and financial systems, adverse international relations, economic sanctions, or international scrutiny of their AML/CFT and counter-terrorism practices. There is a particular risk that investor-protection guarantees may not be honoured, and that policies encouraging foreign investment may be abandoned, interrupted or reversed, including through nationalisation, requisition, confiscation or compulsory reorganisation, potentially without fair compensation.

Environmental risk

Many Higher-Risk Countries have not historically observed international environmental and pollution-control standards, and may face significant financial penalties or clean-up costs, whether imposed on polluting companies or other responsible entities.

Climate change risk

The economies of Higher-Risk Countries are vulnerable to environmental and climatic change and other natural disasters, particularly given the relative importance of climate-sensitive sectors (such as agriculture and fisheries) and limited emergency-management capacity. Extreme weather and natural disasters could lead to social crises, including famine, epidemics and environmental migration, with a material adverse effect on investor returns and economic conditions generally; some Higher-Risk Countries may impose heavy penalties, including fines or forfeiture, on issuers responsible for pollution.

Economic risk

The economic infrastructure of many Higher-Risk Countries is significantly less developed than in mature economies, and such countries may suffer from hyperinflation, public deficits, unemployment, sectoral overdependence, volatile interest rates, shortages of raw materials, and elevated poverty levels. Poor infrastructure and an inefficient banking sector can hinder business development, while limited domestic savings and capital-raising mechanisms may constrain funding, and high external debt levels may weaken the economic situation. Government intervention and interest-rate policy can significantly affect capital markets, including equities.

Legal, regulatory and operational environment

Some Higher-Risk Countries do not meet the legal, regulatory and operational standards required for a transparent, efficient capital market — including limited market regulation, incomplete capital-markets legislation, and limited or no investor-compensation schemes — creating legal uncertainty as to investor rights and their enforceability, and unpredictability in judicial outcomes. No liability on the Company’s part shall arise from losses caused by a change in law, regulation or its interpretation, or by the inconsistent application of law or regulation by any relevant authority, or where the Company acts in accordance with reasonable commercial practice for Western investment advisers operating in the securities markets of Higher-Risk Countries. The Company and its Associated Firms will not be liable for any claims, losses, costs, damages or expenses of any nature (including attorneys’ and expert-witness fees) arising from any of the foregoing.

Settlement procedures and ownership risk

The capital markets of many Higher-Risk Countries, and the institutions on which they depend, remain underdeveloped, giving rise to technical and practical problems in settlement, clearing and registration of securities transactions, including possible disputes over title, delayed payments, and limitations in local custody arrangements. In some jurisdictions, the legal distinction between legal and beneficial ownership may not be recognised, with adverse tax and other consequences; securities are often registered only in book-entry form, dependent on the proper maintenance of the relevant register. Corporate action disclosure may not be centralised, and the Company will bear no responsibility or liability for its failure, or that of its sub-custodians, to identify or act on such events, or for related delays in distributions, subject to the arrangements described in the Company’s custody documentation.

Market liquidity and volatility

Many securities in which a client may invest are not traded on a stock exchange or organised market, and investments may therefore be difficult to liquidate or value. Such investments may be highly volatile and relatively illiquid, with no guarantee of any return, or of the ability to repatriate invested amounts in a convertible currency.

Repatriation of funds

The laws of certain Higher-Risk Countries may restrict or prohibit repatriation of invested funds. While some Higher-Risk Countries provide legislative assurances regarding the rights of foreign investors to remit profits and dividends, such rights may be restricted, and the relevant legislation may change or be reinterpreted in a way that prevents repatriation.

Investment restrictions

Foreign investment in securities of issuers in Higher-Risk Countries may be, or may become, legally restricted for reasons beyond the Company’s or the client’s control, affecting liquidity, prices and overall investment value; such restrictions may not always be readily obtainable from constitutional or corporate documents. Ownership of certain securities may be restricted by citizenship, nationality, residency or other requirements. The client acknowledges familiarity with, and acceptance of, the risks inherent in purchasing securities in Higher-Risk Countries or Emerging Markets, including synthetic investments.

This Notice is provided in accordance with MiFID II because the client is considering appointing the Company to provide portfolio management services in respect of financial instruments. It does not disclose or explain all the risks and other significant aspects of portfolio and investment management services.

In accordance with MiFID II, the Company classifies each prospective client as a Retail Client, Professional Client or Eligible Counterparty when considering an application to open an account, based on the information provided. As set out in the Company’s Client Categorisation Policy, the Company’s client base consists exclusively of Professional Clients (including clients who have elected to be treated as such) and Eligible Counterparties.

Before entering into a portfolio management agreement, a client should carefully consider whether the agreed investment strategy is suitable in light of their circumstances, objectives and financial resources. The Company invests principally in transferable securities and units in collective investment undertakings. Where an investment strategy permits the use of derivative financial instruments, or where an underlying fund employs borrowing or leverage, the client should note that such instruments entail the use of “gearing” or “leverage”, which may magnify both gains and losses.

Past performance, simulation or prediction of financial instruments and markets does not constitute an indication of future results. The value of an investment can decrease, as well as increase, as the market price of the underlying asset fluctuates.

For further information, please refer to the “Guide to Investing” issued by the European Securities and Markets Authority (“ESMA”), available at esma.europa.eu, and ESMA’s investor-education resources at esma.europa.eu/investor-corner/get-ready-invest. The Company also monitors ongoing EU work under the Retail Investment Strategy, which, once adopted, may introduce further amendments to MiFID II’s investor-protection and disclosure requirements; the Company will update this Notice as and when any such changes become applicable to its business and clients.

This Notice 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.

© Copyright 2026 | Prospergate Capital Ltd | All rights reserved