IPO Subscription — Risk Disclosure Statement

Before subscribing you should read the issuer’s prospectus, offering document and related announcements, and decide for yourself whether to subscribe. This statement does not disclose all of the risks. It should be read together with the Client Agreement and the Risk Disclosure Statements, which prevail over this statement in the event of any inconsistency.

Please read and acknowledge the following before proceeding.

A1 No assurance of allocation. Subscribing does not entitle you to any shares, and submitting a subscription does not mean it has been made effectively or that it will succeed. All subscriptions for an IPO are submitted together as one combined application, and the result comes back as a single aggregate figure for that combined application, not as a separate result for each client. Whether you receive any shares, and how many, is determined by us at our sole and absolute discretion under our own internal allocation rules, which we are not obliged to disclose. You may receive no shares at all, or a number that differs from what you applied for, even though the combined application succeeded. We are not obliged to allocate pro rata, by ballot, first-come-first-served or on any other particular basis, and you have no priority over us, our nominee or any other client. Our determination is final and binding.

A2 Cut-off times, no withdrawal, and frozen funds. The cut-off times we set for submitting, amending or cancelling a subscription are usually earlier than the closing date announced by the issuer or the exchange, sometimes by a business day or more, and may differ depending on how you fund the subscription. Once the cut-off has passed you have no right to withdraw, cancel or amend. The subscription amount and any margin are frozen from the time we accept your subscription, are debited when the subscription amount falls due, and any refund is not made until later. During that period you cannot use those funds or assets for anything else, they do not count towards your buying power, and you bear the risk of their value moving.

A3 Fees and interest are not refundable; listings can be delayed or cancelled. Handling fees, all other fees and charges, and financing interest are not refundable, even if the listing is delayed or cancelled, or if your subscription is wholly or partly unsuccessful. A listing may be postponed, withdrawn or cancelled at any time. The amount and timing of any refund are determined by the issuer and the terms of the offering. The other dates that affect your subscription, including the date funds are deducted, the dates on which financing interest starts and stops accruing, and the date financing falls due, are determined by us and may change.

A4 Price and liquidity risk on listing. The price of the shares may fall below the offer price once they start trading, and the fall is not limited. Newly listed shares can be highly volatile, trading volumes may be thin and there may be no liquid market, so you may be unable to sell at all or otherwise than at a substantial loss. Market prices may fluctuate significantly for reasons including a lack of liquidity and general market volatility. The performance of previous offerings is not indicative of the performance of any IPO.

A5 Currency risk. If the shares are priced in a currency other than the currency of your account, or in more than one currency, you are exposed to exchange rate risk and may lose money through exchange rate movements independently of how the shares themselves perform. Where a conversion is needed we carry it out at the rate we apply, which may include a spread over our own cost.

A6 Risks of IPO financing. Financing an IPO subscription against collateral carries a significant risk of loss. Make sure you fully understand the risks before using financing. In particular:

A7 We may sell your allotted shares. If any amount remains owing to us in connection with the subscription or the financing, we may sell or otherwise dispose of any and all of your allotted shares without notice to you and without your consent, at the price and in the manner we think fit, and apply the proceeds towards what you owe. This may happen at a time and at a price that are unfavourable to you, and you remain liable for any deficit.

A8 Financing may be drawn automatically, and displayed costs are estimates. If the cash and digital assets available in your account are insufficient when the subscription amount and related sums fall due, financing may be drawn down automatically to cover the shortfall, and you will incur interest and other financing costs without taking any further step. We may instead reject your subscription in whole or in part, as described in A9. Which course we take is for us to decide, and we may change our practice at any time. Any financing amount, interest or cost displayed to you at or before the time you subscribe is an estimate based on assumptions and is not binding on us. The actual amount is calculated on the amount actually outstanding from day to day and may be higher.

A9 Eligible assets, and rejection of your subscription. We decide which assets in your account are counted when we assess whether you may submit a subscription, and may change that at any time and without notice. Those assets may be limited to particular securities, to cash in one or more specified currencies including a single currency, or to particular digital assets, so assets you hold may be given no value for this purpose. We also decide their value and the minimum value you must hold, which depends on the amount you apply for and any financing ratio you select. If you do not hold enough, your subscription may be rejected and no application made, and we are not obliged to notify you in advance, to offer a smaller amount, or to give any reason. You may therefore be unable to participate in an offering even though your assets are of sufficient overall value.

A10 Multiple applications. You may apply for an IPO only once in total, across all brokers and channels. If we find or suspect that you have applied for the same IPO through another broker or intermediary as well as through us, we will reject your subscription with us.

B1 Not an exchange market. Pre-IPO trading does not take place on any exchange. Orders are matched on our own electronic system against orders from our other clients. It is over-the-counter. Until the shares are officially listed, pre-IPO trading is not regulated by any exchange and is not covered by any investor compensation fund or similar scheme.

B2 Limited window. Pre-IPO trading is available only during the pre-IPO trading session on the trading day before listing, and at no other time. We may vary the session hours, and may limit or suspend pre-IPO trading on any day, at any time and without notice.

B3 Liquidity, and no assurance your order is filled. Because the system is open only to our own clients, the pool of counterparties is limited, liquidity may be thin or absent, and there is no assurance that any order will be matched in whole or in part. Any order still wholly or partly unmatched at the end of the session is cancelled and does not carry over.

B4 Postponement and cancellation of the listing. If the listing is cancelled, all pre-IPO orders in those shares are cancelled automatically, including orders that had already been matched, and will not be carried out, even if you had treated a matched order as a completed trade. If the listing is postponed, matched trades remain valid and are carried out on the rescheduled trading day, and unmatched orders are cancelled automatically. You bear the risk of market movements, and of being unable to deal, during any postponement.

B5 Counterparty and settlement risk. All pre-IPO trading is over-the-counter. Your counterparty is another of our clients, not an exchange, clearing house or clearance system, and no clearing house guarantee or central counterparty protection applies. We give no representation, warranty or guarantee that a matched order will settle, and are not obliged to take any action to avoid a settlement failure. Where we consider it inappropriate to act, a buyer is entitled only to a refund of the funds paid and a seller only to the return of the shares delivered, and you bear all losses and expenses resulting from your counterparty failing to settle.

B6 Price risk. The price at which shares trade in the pre-IPO session may differ materially from the offer price, from the opening price on listing and from prices in the regular market once trading begins, and may differ from prices shown on any other system operating at the same time. Prices may be volatile and you may be unable to deal at all, or otherwise than at a substantial loss.

B7 System and operational risk. The system is subject to interruption, suspension, delay, unavailability, breakdown, disruption and failure. On any such event we may cancel any order, including a matched order, and may limit, vary, suspend or terminate the service. Our liability is limited as set out in the Client Agreement. We are not required to, and do not, take out or maintain insurance in respect of the service or the system.

B8 Allotted shares subject to financing. Where any financing or other amount on a subscription remains outstanding, you may deal in the allotted shares in the pre-IPO session, but the proceeds of any sale are charged to us and are applied first towards everything you owe, with only any balance released to you. You may therefore receive no proceeds at all. We may also at any time, without notice and without giving any reason, restrict, limit, suspend or prohibit your dealing in any allotted shares, so you may be unable to sell even where it would be advantageous to do so. Sale proceeds may not reach us before the financing falls due, and you remain liable to repay on the due date whether or not you have sold. We may ourselves sell or otherwise dispose of the allotted shares, including in the pre-IPO session and including at a time and price unfavourable to you, and you remain liable for any deficit.

By submitting an IPO subscription you declare that:

By submitting an IPO subscription you confirm that you have read and understood this statement, that you accept the risks described in it, and that your subscription is made voluntarily on your own judgment and at your own risk, without reliance on any advice, recommendation, representation or guarantee from us.