Legal

1. Introduction

1.1. REDFIN CAPITAL LTD is a Cyprus Investment Firm registered with the Registrar of Companies in Nicosia under the number HE 381021 and authorized and regulated by the Cyprus Securities and Exchange Commission under the license number 375/19 (hereinafter called the "Company").

1.2. The Company is required to take all reasonable steps to detect and avoid conflicts of interest. The Company is committed to acting honestly, fairly and professionally and in the best interests of its Clients.

2. Purpose

2.1. The purpose of this Policy is to set out the Company’s approach to identify and manage conflicts of interest between itself, including its directors and employees, or any person directly or indirectly linked to the Company, and its Clients or between one Client and another, which may arise during the course of providing any investment services or combination thereof, including those caused by the receipt of inducements from third parties or by the Company’s own remuneration and other incentive structures.

2.2. The Company may offer one or more of the below listed investment services to its Clients:

a. Reception and transmission of orders in relation to one or more financial instruments;

b. Portfolio management;

c. Investment advice, either on an independent or non-independent basis.

3. Scope

3.1. The Policy applies to all Company’s directors, employees, any persons directly or indirectly linked to the Company (hereinafter called "relevant persons") and refers to all interactions with all Clients.

4. General Principles

4.1. For the purposes of identifying the types of conflict of interest that arise in the course of providing investment services, performing investment activities or a combination thereof and whose existence may damage the interests of a Client, the Company takes into account, whether the Company or a relevant person, is in any of the following situations, whether as a result of providing investment services or investment activities or otherwise:

(a) the Company or a relevant person is likely to make a financial gain, or avoid a financial loss, at the expense of the Client;

(b) the Company or a relevant person has an interest in the outcome of a service provided to the Client or of a transaction carried out on behalf of the Client, which is distinct from the Client's interest in that outcome;

(c) the Company or a relevant person has a financial or other incentive to favour the interest of another Client or group of Clients over the interests of the Client;

(d) the Company or a relevant person carries out the same business as the Client;

(e) the Company or a relevant person receives or will receive from a person other than the Client an inducement in relation to a service provided to the Client, in the form of monetary or non-monetary benefits or services.

5. Potential Conflicts of Interest

5.1. Taking into consideration the services the Company may offer to its Clients, we present below the circumstances in which a conflict of interest may arise between the Company or a relevant person and its clients:

(a) Combination of supervisor functions with departments responsible for the provision of investment services (i.e. revenue-producing departments);

(b) Personnel of the Portfolio Management or Investment Advice Departments to concentrate their attention to a Client or group of Clients who have a higher fee level when compared with other Clients or group of Clients;

(c) Receipt or granting of gifts and hospitality;

(d) Personal account dealing by the relevant persons;

(e) External professional activities/interests of relevant persons;

(f) Receipt of inducements from the banking or financial institutions to which the Company transmits and/or places orders for execution;

(g) Remuneration and/or inducements paid to third parties (i.e. business introducers) based on referral/introduction of new clients;

(h) Performance based remuneration and/or inducements paid to employees of the Company.

6. Prevention and Management of Conflicts of Interest

6.1. Independence

6.2.1. The Company takes measures for the separate supervision and the segregation of functions of different departments of the Company which provide services to Clients, whose interests may conflict with those of other Clients or with the interests of the Company.

6.2.2. Where deemed necessary, the Company takes measures for the separate supervision and segregation of functions of relevant persons, in order to prevent and/or control the simultaneous or sequential involvement of a relevant person in separate services or activities, where such involvement may lead to situations of conflicts of interest or may impair the proper management of such situations.

6.2. Information Barriers

6.2.1. The Company established effective procedures to prevent or control the exchange of information between relevant persons engaged in activities involving a risk of a conflict of interest where the exchange of that information may harm the interests of one or more Clients.

6.2.2. The Company established Chinese walls restricting the flow of confidential and inside information within the Company, and physical separation of the Company’s Departments.

6.3. Three Lines of Defence Governance Model

6.3.1. The Company uses the three lines of defence governance model which promotes transparency, accountability and consistency through the clear identification and segregation of roles.

6.3.2. The first line of defence consists of the management of business lines. It is the responsibility of first line management to identify and manage risks which may give rise to conflicts of interest.

6.3.3. The second line of defence consists of the risk management and the compliance functions whose responsibilities include the monitoring and reporting of the Company’s procedures and policies, as well as the identification of potential conflicts of interest whilst making recommendations for their management/limitation. The Compliance Function is further responsible for the monitoring of the Company in relation to its governing legislation, as well as preventing the misuse of insider information and market manipulation.

6.3.4. The third line of defence provides independent and objective assurance to the Board of Directors and Senior Management of the Company on the effectiveness of the first and second lines of defence. This responsibility lies with the internal audit function.

6.4. Remuneration of Employees

6.4.1. The Company established a remuneration policy in accordance with the legislative requirements. Employees are not eligible to receive any commissions-based remuneration. All employees are remunerated with a fixed salary and may also receive an annual discretionary bonus, subject to their annual performance appraisal.

6.4.2. The Company ensures that any direct link between the remuneration of relevant persons principally engaged in one activity and the remuneration of, or revenues generated by, different relevant persons principally engaged in another activity are removed, where a conflict of interest may arise in relation to those activities.

6.5. Personal Account Dealing

6.5.1. The Company established a personal transactions policy which applies to all of the Company employees and their related persons. The policy prohibits employees from undertaking transactions on their own without obtaining prior approval from the Company’s Compliance Officer.

6.6. Inappropriate Influence

6.6.1. The Company takes measures to prevent or limit the exercise of inappropriate influence over the way in which a relevant person provides services.

6.7. Gifts and Hospitality

6.7.1. The Company does not prohibit its employees from receiving small gifts and minor hospitality from other parties with which we do business but only where in the opinion of a Director or Senior Manager it is at a level that is not lavish or excessive and only where it will not impair the employee’s duty to act in the best interests of the Clients or other legal or regulatory obligations.

6.7.2. All gifts and hospitality given and received must be reported to the Compliance Officer who holds a log file including this information.

6.7.3. Cash and cash equivalent gifts are prohibited.

6.8. Equal Service Quality

6.8.1. Where a portfolio manager or investment advisor manages accounts on different fee levels, they are expected to follow the same standards of diligence, oversight and adherence to Client best interests rather than favour accounts that provide a higher income.

6.8.2. In the event of an expression of dissatisfaction from a Client, the Company’s Compliance Officer, who is independent, assesses the complaint as per the Company’s complaint handling procedure and provides detailed guidance on the investigation process, as well as how any damage incurred should be calculated and refunded.

6.9. Inducements Received

6.9.1. The Company does not receive any fees, commission, or non-monetary benefit (hereinafter called the “remuneration”) from the banking or financial institution(s) for placing or transmitting orders to them for execution.

6.9.2. In case such remuneration is paid to the Company by any banking or financial institution(s), the Company shall transfer the remuneration received to the relevant Client(s) as soon as reasonably possible after receipt.

6.9.3. Notwithstanding the provisions of Point 6.9.2 hereinabove, the Company shall not be required to transfer to the Client any remuneration received which is in line with the inducements regime as per the applicable provisions of the Law L.87(I)/2017 regarding the provision of investment services, the exercise of investment activities and the operation of regulated markets.

6.9.4. The Company established an inducements policy in accordance with the legislative requirements in order set the controls and procedures which are required to be followed when receiving inducements and deciding as to whether such inducement needs to be transferred to the Client(s) or kept by the Company.

6.10. Inducements Paid

6.10.1. The Company established an inducements policy which governs the process of paying remuneration to third parties.

6.11. Training

6.11.1. The Company provides continuous training and information to all relevant persons in relation to conflicts of interest issues.

6.12. External Interests

6.12.1. The Company retains a register of all external directorships and other associations held by its employees and Directors. This information is requested upon joining the Company, and annually thereafter. However, the Company’s employees and Directors are required to make such disclosure when an external interest arises, or seek prior approval before accepting an external interest appointment.

7. Disclosure

7.1. Where the Company’s arrangements to manage conflicts of interest are not or cannot be sufficient to be reasonably confident that risks of damage to a Client’s interest will be prevented.

7.2. The disclosure shall include specific description of the conflicts of interest that arise in the provision of investment services, taking into account the nature of the Client to whom the disclosure is being made. The description shall explain the general nature and sources of conflicts of interest, as well as the risks to the Client that arise as a result of the conflicts of interest and the steps undertaken to mitigate these risks, in sufficient detail to enable that Client to take an informed decision with respect to the investment service in the context of which the conflicts of interest arise.

7.3. Where we consider that there are no means to manage a particular conflict of interest, we may decline to act for the Client(s) in question.

1. Introduction

1.1. REDFIN CAPITAL LTD is a Cyprus Investment Firm registered with the Registrar of Companies in Nicosia under the number HE 381021 and authorized and regulated by the Cyprus Securities and Exchange Commission under the license number 375/19 (hereinafter called the "Company").

2. Scope

2.1. The Policy sets out the processes employed when dealing with Complaints received from Complainants.

3. Definitions

3.1. A Complaint for the purpose of this Policy is defined as any expression of dissatisfaction whether justified or not, from or on behalf of a person about the provision of, or failure to provide, an investment service and/or perform an investment activity.

3.2. A Complainant for the purpose of this Policy is any person, natural or legal, who is eligible for lodging a Complaint to the Company and who has already lodged a Complaint.

4. How to Make a Complaint

4.1. Clients who wish to file a Complaint must do so by submitting their Complaint, along with any relevant information, as follows:

(a) Either, via email to complaints@redfincapital.com; or

(b) Through post to the Company’s address: 19 Karaiskaki Str. Roussos Building, Office 1A, Limassol, 3032, Cyprus. The letter shall be addressed to the Company’s Compliance Officer.

4.2. All Complaints will be handled by the Compliance Officer of the Company and any action taken shall be in accordance with this Policy.

4.3. Upon receipt of a Complaint we gather and investigate all relevant evidence and information regarding the Complaint. The following information and documentation should, wherever possible, be provided to the Compliance Officer of the Company as part of your formal Complaint, in order to ensure that the Complaint is addressed in the most efficient and fair manner:

(a) Account Number;

(b) Date the problem/incident first occurred;

(c) Short summary of the Complaint;

(d) Disputed amount and currency, if any;

(e) Attachments of any documentation or other information that may assist in the resolution of the Complaint.

4.4. Upon receipt of a Complaint, a written acknowledgment will be sent to you within 3 (Three) working days. This will confirm that we are taking the necessary action needed to resolve the Complaint, and will also provide a timescale for our response. You will also be informed of the unique reference number for your Complaint which you will be able to use for future correspondence with our Company, the Cyprus Securities and Exchange Commission (CySEC) and/or the Financial Ombudsman of the Republic of Cyprus (FOS) regarding your Complaint.

5. How We Deal With Your Complaint

5.1. During the investigation of the Complaint and no later than 20 (Twenty) working days after the Complaint was received we will send you our final response and, if appropriate, any offer of redress. Our final response will include details on how to contact the FOS if the Complaint has not been resolved to your satisfaction or, if the offer of redress is considered insufficient or inappropriate.

5.2. This may not always be possible as sometimes the complexity of the Complaint may require more time to investigate fully. If, for any reason, the Company is not in a position to make a final response to the Complainant within 20 (Twenty) working days after the receipt of the Complaint, the Company will provide a justification to the Complainant and indicate when we expect to be able to provide a response. Moreover, the Company will inform the Complainant that he/she may now refer the Complaint to the FOS.

6. Submission of Complaints to the Financial Ombudsman Service and/or CySEC

6.1. If the Complaint cannot be resolved internally by us in accordance with our Policy set out herein, Complainants may refer the matter to the approved dispute resolution scheme, if they so wish.

6.2. Complainant can refer their Complaint to the FOS if they are dissatisfied with our assessment and ruling.

6.3. If you wish to refer your Complaint to the FOS, please see below the relevant contact details:

Address: 13 Lord Byron Avenue, 1096 Nicosia, Cyprus

Phone: +357 22848900

Facsimile (Fax): +357 22660584, +357 22660118

E-mail: Complaints: complaints@financialombudsman.gov.cy

Financial Ombudsman: fin.ombudsman@financialombudsman.gov.cy

Website: www.financialombudsman.gov.cy

6.4. You should submit your Complaint to the FOS within 4 (Four) months from the date you receive our final response or at the latest by the end of 3 (Three) months from the date we received your Complaint in the case you do not receive our final response.

6.5. FOS may not be able to help if you have previously addressed your Complaint in writing to the Company, within 15 (Fifteen) months from the date you became aware or reasonably should have become aware of the damaging act or failure of the Company or the fact that you had reason for submitting a Complaint.

6.6. If you do not want to accept a decision taken by the FOS, as a last resort you may be able to take your case to court.

6.7. In addition to the above, you may also inform CySEC about your complaint. More information about the process can be found at https://www.cysec.gov.cy/en-GB/complaints/how-to-complain/.

6.8. It should be noted that CySEC does not have restitution powers and therefore does not investigate individual complaints. However, all complaints submitted to the CySEC are taken into consideration by the CySEC in the performance of its supervisory mandate.

7. Monitoring and review

7.1. The Company shall maintain records of all complaints received for a minimum period of seven years after the termination of the business relationship with the Complainant.

7.2. The Company shall regularly monitor the effectiveness the current Policy as well as perform root-cause analysis on each Complaint received in order to be able to identify any shortfalls in its controls or procedures, if any, and take the necessary remedial measures.

7.3. We shall inform you of any material change to this Policy either in writing or via email.

1. Introduction

1.1. REDFIN CAPITAL LTD is a Cyprus Investment Firm registered with the Registrar of Companies in Nicosia under the number HE 381021 and authorized and regulated by the Cyprus Securities and Exchange Commission under the license number 375/19 (hereinafter called the "Company").

1.2. In our dealings with you, we have a general duty to act honestly, fairly and professionally, taking into account your best interest.

1.3. The policy applies to all of the Company’s clients.

1.4. We only route orders to the specific banking or financial institution(s) which you specifically instructed us to do. Such institutions have been selected by you in order to safeguard your assets and execute all orders, thus, we consider that we are always acting upon your specific instructions when placing an order or transmitting an order to your selected banking or financial institution(s) for execution.

1.5. By acting upon your specific instructions to always use your selected banking or financial institution(s) for placing an order or transmitting an order for execution, we consider that our best execution obligation has been satisfied.

1.6. Notwithstanding the provisions of Point 1.5 hereinabove, it should be noted that, by acting upon your specific instructions to always use your selected banking or financial institution(s) we may not be in a position to obtain the best possible result for the execution of your orders.

2. Execution Venues

2.1. We understand that you have opened a trading account with one or more banking/financial institution(s) and you have obtained and accepted their best execution policy.

2.2. As we will only be working with your selected banking/financial institutions when transmitting your orders for execution and/or placing orders for execution when offering our portfolio management services, whichever applicable, the execution venues used by your selected banking/financial institutions are the ones listed in their best execution policy.

3. Trilateral Execution Arrangement/Model

3.1. Your selected banking/financial institutions are ultimately responsible for the execution of all orders submitted by our Company’s Reception and Transmission Department (See Figure 1 below) or placed by our Company’s Portfolio Management Department (See Figure 2 below).

3.2. We understand that you have entered into a business relationship with the aforesaid banking/financial institutions for the safeguarding of your assets and for offering execution services.

Figure 1: Execution of orders submitted to our Company’s Reception and Transmission Department Figure 2: Execution of orders placed by Company’s Portfolio Management Department

4. Duties of the Banking/Financial Institution(s)

4.1. In our efforts to act in your best interest and assist you to be able to review the quality of execution offered to you by your selected banking/financial institution(s), we present below some of the most important duties that your selected banking/financial institution(s) has(have) in relation to their obligation to deliver best execution to you:

4.1.1. The banking/financial institution(s), when executing your orders, must take all sufficient steps to obtain the best possible result for you by taking into account price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of the order.

4.1.2. The best possible result shall be determined in terms of the total consideration, representing the price of the financial instrument and the costs relating to execution, which shall include all expenses incurred by you which are directly relating to the execution of the order, including execution venue fees, clearing and settlement fees and any other fees paid to third parties involved in the execution of the order.

4.1.3. For the purposes of delivering best possible result when executing your orders, where there is more than one competing venue to execute an order for a financial instrument, in order to assess and compare the results that would be achieved by executing the order on each of the execution venues listed in the banking/financial institution’s order execution policy which are capable of executing that order, the banking/financial institution’s own commissions and the costs for executing the order on each of the eligible execution venues, shall be taken into account in that assessment.

4.1.4. The banking/financial institution(s) shall not receive any remuneration, discount or nonmonetary benefit for routing your orders to a particular trading venue or execution venue which would infringe the requirements on conflicts of interest or inducements as per the relevant legislative requirements.

4.1.5. The banking/financial institution(s), in case it acted as the execution venue, must make available to the public, without any charges, on at least an annual basis, data relating to the quality of execution of transactions. The said periodic reports shall include details about price, costs, speed and likelihood of execution for individual financial instruments.

4.1.6. The banking/financial institution(s) must provide you with their order execution policy which shall include, in respect of each class of financial instruments, information on the different venues where the banking/financial institution(s) executes orders and the factors affecting the choice of execution venue and must at least include those venues that enable the banking/financial institution(s)to obtain on a consistent basis the best possible result for the execution of client orders.

4.1.7. The banking/financial institution(s) must summarise and make public on an annual basis, for each class of financial instruments, the top five execution venues in terms of trading volumes where it executed client orders in the preceding year and information on the quality of execution obtained.

4.1.8. The banking/financial institution(s) must monitor the effectiveness of its order execution arrangements and execution policy in order to identify and, where appropriate, correct any deficiencies. In particular, the banking/financial institution(s) must assess, on a regular basis, whether the execution venues included in its(their) policy for order execution, provide for the best possible result for the client or whether the banking/financial institution(s) needs to make changes to its execution arrangements. The banking/financial institution(s) must notify clients with whom it has(have) an ongoing client relationship of any material changes to its(their) order execution arrangements or execution policy.

4.1.9. The banking/financial institution(s) must be able to demonstrate to you, at your request, that it(they) has(have) executed your orders in accordance with its(their) execution policy.

5. Remuneration from Banking/Financial Institution(s)

5.1. We do not receive any fees, commission, or non-monetary benefit (hereinafter called the “remuneration”) from your selected banking/financial institution(s) for placing or transmitting orders to them for execution.

5.2. In case we shall receive remuneration by your selected banking/financial institution(s) when offering to you the services of independent investment advice or portfolio management, after receipt of such remuneration we shall transfer any remuneration received to you as soon as reasonably possible after receipt.

5.3. Notwithstanding the provisions of Point 5.2 hereinabove, we shall not be required to transfer to you any remuneration received which is in line with the inducements regime and conflicts of interest regime as per the applicable provisions of the Law L.87(I)/2017 regarding the provision of investment services, the exercise of investment activities and the operation of regulated markets. We shall fully disclose such remuneration to you in advance or as soon as practically possible.

6. Aggregation of Orders

6.1. The Company is neither aggregating nor splitting any clients’ orders. All orders are individually transmitted or placed for execution.

7. Consent

7.1. The Company is required to obtain your prior consent to this policy.

7.2. Where an instrument is not admitted to trading on a regulated market or a multilateral trading facility, the Company is required to obtain the client’s’ prior express consent in order to be able to deal outside of a regulated market or a multilateral trading facility (i.e. off-exchange transactions) as such transactions may expose the client to greater risks than regulated exchange transactions.

7.3. Further to point 7.2 above, the client consents that the Company may deal outside a regulated market or a multilateral trading facility.

8. Monitoring and Review

8.1. The Board of Directors of the Company shall review this policy at least annually and whenever a significant change occurs.

8.2. The effectiveness of this policy shall be monitored regularly by the Company’s compliance officer.

8.3. We shall notify our clients of any significant changes to this policy or our execution arrangements.

9. Contact

9.1. If you have any questions or comments about this policy, please contact our Compliance Department at compliance@redfincapital.com.

1. INTRODUCTION

1.1. REDFIN CAPITAL LTD is a Cyprus Investment Firm (hereinafter called the "CIF") registered with the Registrar of Companies in Nicosia under the number HE 381021 and regulated by the Cyprus Securities and Exchange Commission (hereinafter called the "CySEC") under the license number 375/19 (hereinafter called the "Company").

2. PURPOSE

2.1. The Company is a member of the Investor Compensation Fund (hereinafter called the "Fund"). The main objective of the Fund is to secure the claims of covered clients of regulated CIFs that are members of the Fund ("Fund Members") against Fund Members, in situations where the CIF is unable to fulfil its obligations.

2.2. The Fund compensates covered clients arising from the services provided by the Fund Member, so long as failure by the CIF to fulfil its obligations has been ascertained. Failure by a Fund Member to fulfil its obligations consists of its failure:

(a) to return to its covered clients funds owed to them or funds which belong to them but are held by a Fund Member, directly or indirectly, in the framework of the provision by the said Fund Member to the said clients of covered services and which the latter requested the Fund Member to return, in exercise of their relevant right;

(b) to hand over to the covered clients financial instruments which belong to them and which the Fund Member holds, manages or keeps on their account, including the instances where the Fund Member is responsible for the administrative management of the said financial instruments.

2.3. The Company’s clients bear the risk of losing their assets, which are held by third parties, especially in case of their insolvency and in case the third parties are not covered by any investor compensation system and/or have no other insurance cover.

3. COVERED SERVICES

3.1. Covered Services are the investment services listed on the Company’s license issued by the CySEC. The Fund shall not pay compensation to individuals for which criminal proceedings under the provisions of the Prevention and Suppression of the Legalization of Proceeds from Criminal Activities Law of 2007, as amended, are pending against them.

4. COVERED CLIENTS

4.1. The Fund compensates all clients of the Company unless they fall into the following investor categories:

(a) institutional and professional investors including:

• investment firms;

• legal entities associated with the Company and, in general, belonging to the same group of Companies;

• banks;

• cooperative credit institutions;

• insurance companies;

• collective investment organizations in transferable securities and their management companies;

• social insurance institutions and funds;

• investors characterized by the Company as professionals.

(b) states and international organizations;

(c) central, federal, confederate, regional and local administrative authorities;

(d) enterprises who have close ties with the Company;

(e) managerial and administrative staff of the Company;

(f) shareholders of the Company, whose participation directly or indirectly in the capital of the Company amounts to at least 5% (Five percent) of its share capital, or its partners who are personally liable for the obligations of the Company, as well as persons responsible for the carrying out of the financial audit of the Company as provided by the Provision of Investment Services, the Exercise of Investment Activities, the Operation of Regulated Markets and Other Related Services Law 87(I) of 2017, as it may be amended from time to time, such as its qualified auditors;

(g) investors having in enterprises connected with the Company and, in general, of the group of companies to which the Company belongs, positions or duties corresponding to the ones listed in points (e) and (f) above;

(h) second-degree relatives and spouses of the persons listed in subparagraphs (e), (f) and (g), as well as third parties acting for the account of these persons;

(i) apart from investors convicted of criminal offence pursuant to the Prevention and Suppression of Money Laundering Activities Law of 2007, as amended, investors-clients of the Company responsible for facts pertaining to the member of the Fund that have caused its financial difficulties or have contributed to the worsening of its financial situation or which have profited from these facts;

(j) investors in the form of a company, which due to its size, is not allowed to draw a summary balance sheet in accordance with the Companies Law, cap. 113 of 1968, as amended, or a corresponding law of a Member State.

5. COMPENSATION PAYMENT PROCEDURE

5.1. The Fund initiates the compensation payment procedure when at least one of the following preconditions is fulfilled:

(a) the CySEC has determined by Resolution that the Company, which is subscribed to the Fund, is unable, at present, to meet such of its duties as arise from its investor-clients’ claims in connection with the provision of investment services, provided that such inability is directly related to its financial circumstances in respect of which there is no foreseeable realistic prospect of improvement in the near future; or

(b) a court has, on reasonable grounds directly related to the financial circumstances of the Company which is subscribed to the Fund, issued a ruling which has the effect of suspending the investors ability to lodge claims against the Company.

5.2. Upon issuance of a decision by the Court or by the CySEC on the commencement of the compensation payment process, the Fund publishes in at least three newspapers of national coverage, an invitation to the covered clients to make their claims against the Company arising from covered services. The procedure for the submission of the relevant applications, the deadline and their content will be designated in the invitation.

6. PAYABLE COMPENSATION

6.1. The amount of compensation payable to each covered client is calculated in accordance with the legal and contractual terms governing the relation of the covered client with the Company, subject to the set-off rules applied for the calculation of the claims between the covered client and the Company.

6.2. The calculation of the payable compensation shall be derived from the sum of total established claims of the covered client against the Company, arising from all covered services provided by the Company and regardless of the number of accounts, of which it is a beneficiary, the currency and place of provision of these services.

6.3. Insofar as the amount of the claim determined exceeds the amount of EUR 20.000 (Twenty Thousand Euro), the claimant shall receive as compensation the lump sum of the amount of EUR 20.000 (Twenty Thousand Euro).

1. Introduction

1.1. REDFIN CAPITAL LTD is a Cyprus Investment Firm registered with the Registrar of Companies in Nicosia under the number HE 381021 and regulated by the Cyprus Securities and Exchange Commission under the license number 375/19 (hereinafter called the "Company").

1.2. The Company categorises all Clients as Retail Clients by default.

1.3. If a Client wishes to be re-categorised then the Client should contact the Company in writing and the Company shall review the Client’s request and process it accordingly.

2. Categorisation Criteria

2.1. The Company shall categorise its Clients and potential Clients as Retail Clients, Professional Clients or Eligible Counterparties in accordance with the applicable laws.

2.2. Retail Clients: A Retail Client is every Client that is not a Professional Client or an Eligible Counterparty.

2.3. Professional Clients: Professional Clients are the Clients who possess the experience, knowledge and expertise to make their own investment decisions and properly assess the risks that they incur.

2.4. Categories of Clients who are considered to be Professionals: The Clients that satisfy one or more of the hereinbelow defined criteria shall be categorised as Professional Clients in relation to all investment services and activities, and financial instruments, namely:

2.4.1. Entities which are required to be authorized or regulated to operate in the financial markets, namely:

(a) credit institutions;

(b) investment firms;

(c) other authorized or regulated financial institutions;

(d) insurance undertakings;

(e) collective investment schemes and management companies of such schemes;

(f) pension funds and management companies of such funds;

(g) commodity and commodity derivatives dealers;

(h) locals;

(i) other institutional investors.

The above list shall be understood as including all authorized entities carrying out the characteristic activities of the entities mentioned: (i) entities authorized by a Member State under a European Union Directive, (ii) entities authorized or regulated by a Member State without reference to such Directive, and (iii) entities authorized or regulated by a third country.

2.4.2. Large undertakings meeting two of the hereinbelow specified size requirements, on a proportional basis:

(a) balance sheet total EUR 20,000,000 (Twenty Million Euro);

(b) net turnover EUR 40,000,000 (Forty Million Euro);

(c) own funds EUR 2,000,000 (Two Million Euro).

2.4.3. National and regional governments, public bodies that manage public debt, central banks, international and supranational institutions such as the World Bank, the Internal Monetary Fund, the European Central Bank, the European Investment Bank and other similar international organisations.

2.4.4. Other institutional investors whose main activity is to invest in financial instruments, including entities dedicated to the securitization of assets or other financing transactions.

2.5. Eligible Counterparties: See Section 5 hereinbelow.

3. Request for Non-Professional Treatment (Higher Level of Protection)

3.1. The entities mentioned in clause 2.4 hereinabove are considered to be Professional Clients. They must, however, be allowed to request non-professional treatment and the Company may agree to provide a higher level of protection to such Clients.

3.2. Where the Client of the Company is a Professional Client as per above mentioned criteria, the Company shall inform such Client prior to any provision of services that, on the basis of the information available to the Company, the Client is deemed to be a Professional Client, and will be treated as such, unless the Company and the Client agree otherwise. The Company shall also inform the Client that the Client can request a variation of the terms of the agreement in order to secure a higher degree of protection.

3.3. It is the responsibility of the Client, who is considered to be a Professional Client, to ask for a higher level of protection when it deems it is unable to properly assess or manage the risks involved.

3.4. This higher level of protection will be provided when a Client, who is considered to be a Professional Client, enters into a written agreement with the Company to the effect that it shall not be treated as a Professional Client for the purposes of the applicable conduct of business regime. Such a written agreement shall specify whether the Professional Client requests to be re-categorised as a Retail Client, either generally or, in respect to a particular investment service or transaction and/or financial instrument.

4. Clients who may be Treated as Professionals on Request (Lower Level of Protection)

4.1. The Clients other than those mentioned in clause 2.4 hereinabove, including public sector bodies and private individual investors, may also be allowed to waive some of the protection afforded by the conduct of business rules of the Company. The Company shall therefore be allowed to treat any of such Clients as Professionals provided that the relevant criteria and procedures mentioned below are fulfilled. These Clients shall not, however, be presumed to possess market knowledge and experience comparable to that of the categories listed in clause 2.4 hereinabove.

4.2. Any such waiver of the protection afforded by the standard conduct of business regime shall be considered valid only if an adequate assessment of the expertise, experience and knowledge of the Client, undertaken by the Company, gives reasonable assurance, in light of the nature of the transactions or services envisaged, that the Client is capable of making his own investment decisions and understanding the risks involved. The fitness test described in sub-clause 4.3 hereinbelow could be regarded as an example of the assessment of expertise and knowledge.

4.3. Fitness Test. The fitness test applied to managers and directors of entities licensed under European Union Directives in the financial field shall be regarded as an example of the assessment of expertise and knowledge. In the case of small entities, the person subject to the above assessment should be the person authorized to carry out transactions on behalf of the entity. In the course of the above assessment, as a minimum, two of the following criteria should be satisfied:

(a) the Client has carried out transactions, in significant size, on the relevant market at an average frequency of 10 (Ten) per quarter over the previous 4 (Four) quarters;

(b) the size of the Client's financial instrument portfolio, defined as including cash deposits and financial instruments exceeds 500,000 EUR (Five Hundred Thousand Euro);

(c) the Client works or has worked in the financial sector for at least 1 (One) year in a professional position, which requires knowledge of the transactions or services envisaged.

4.4. The Clients defined hereinabove may waive the benefit of the detailed rules of conduct only where the following procedure is followed:

(a) they shall state in writing to the Company that they wish to be treated as Professional Clients, either generally or in respect of a particular investment service or transaction, or type of transactions or products;

(b) the Company shall give to them a clear written warning of the protections and investor compensation rights they may lose;

(c) they shall state in writing, in a separate document from the contract, that they are aware of the consequences of losing such protections.

4.5. Before deciding to accept any request for waiver, the Company shall take all reasonable steps to ensure that the Client requesting to be treated as a Professional Client meets the relevant requirements stated in sub-clause 4.3 hereinabove.

4.6. The Professional Clients shall be responsible for keeping the Company informed about any change, which could affect their current categorisation. Should the Company become aware, however, that the Client no longer fulfils the initial conditions, which made the Client eligible for a Professional treatment, the Company shall take the appropriate actions.

5. Eligible Counterparties

5.1. The Company shall recognize an undertaking as an Eligible Counterparty if that undertaking falls within a category of the Clients who are considered to be Professional Clients as set in points (a) - (f) of sub-clause 2.4.1 hereinabove.

5.2. The Company may also recognize as Eligible Counterparties undertakings which fall within a category of the Clients who may be treated as Professionals on request in accordance with the relevant provisions of the clause 4 hereinabove. In such cases, however, the undertaking concerned may be recognised as an Eligible Counterparty only in respect to the service(s) or transaction(s) for which it could be treated as a Professional Client.

5.3. In the case where the Company shall enter into transactions with Eligible Counterparties, the Company is not obliged to comply with the following regulatory requirements:

(a) to seek for best execution when transmitting or placing the Client’s order for execution;

(b) to disclose to the Client information in relation to any fees or commissions that the Company pays or receives;

(c) to assess the Client’s appropriateness or suitability in relation to the Company’s products and services;

(d) to provide to the Client information about the Company, its services and the arrangements through which the Company will be remunerated;

(e) to provide the Client with risk disclosures on the products and services offered;

(f) to provide reports to the Client in relation to the execution of the Client’s orders or invested portfolio.

6. Request of Eligible Counterparty for Higher Level of Protection

6.1. Where an Eligible Counterparty requests treatment as a Client whose business with the Company is subject to regulatory requirements listed in clause 5.3 hereinabove, but does not expressly request treatment as a Retail Client, and the Company agrees to that request, the Company shall treat that Eligible Counterparty as a Professional Client. However, where that Eligible Counterparty expressly requests treatment as a Retail Client, the provisions in respect of requests of non-professional treatment specified in the clause 2.4 hereinabove shall apply.

6.2. It is the responsibility of the Client, who is considered to be an Eligible Counterparty, to ask for a higher level of protection when it deems it is unable to properly assess or manage the risks involved.

6.3. The higher level of protection will be provided when a Client, who is considered to be an Eligible Counterparty, enters into a written agreement with the Company to the effect that it shall not be treated as an Eligible Counterparty for the purposes of the applicable conduct of business regime.

6.4. Such a written agreement shall specify that the Eligible Counterparty requests to be re-categorised as a Professional or Retail Client as applicable, either generally or, in respect of a particular investment service or transaction and/or financial instrument.

7. Transactions with Eligible Counterparties

7.1. When the Company receives and transmits orders on behalf of the Clients, it may bring about or enter into transactions with Eligible Counterparties without being obliged to comply with the regulatory requirements listed in clause 5.3 hereinabove.

7.2. The Company, when it enters into transactions with Eligible Counterparties, shall obtain the express confirmation from the prospective counterparty that it agrees to be treated as an Eligible Counterparty. This confirmation may be obtained either in the form of a general agreement or in respect of each individual transaction.

1. Introduction

The purpose of this document is to provide to retail investors with a general description of the nature and risks of financial instruments which might be offered by REDFIN CAPITAL LTD (hereinafter the ‘Company’), the functioning and performance of the financial instruments in different market conditions as well as the risks particular to each financial instrument in order to help you make your investment decisions on an informed basis.

We stress the fact that the current document does not outline all the risks relevant to trading in financial instruments. Nonetheless, the current document aims in giving investors with an understanding of the characteristics and various risks which they need to take into consideration prior to engaging in any transactions in financial instruments. Investors should not transact in financial instruments unless they have a clear understanding of the financial instruments’ nature, characteristics and the extent of their exposure to various risks.

Although investors may gain or loss through their participation in the financial markets, the current document aims to inform investors primarily of the risks that they might get exposed to and which can lead in potential losses and intentionally does not cover any potential gains which might be achieved.

2. Golden Rules

We present below some of the ‘golden rules’ related to the investments in financial markets:

a. Investors should not make any investment unless they are prepared to tolerate the risk of loss arising from that particular investment;

b. Every financial instrument involves a degree of risk. Even financial instruments and/or strategies that are considered to be of low-risk nature contain a certain element of uncertainty;

c. Past performance is not a reliable indicator of future results;

d. The value of financial instruments may fall or rise. When investing in financial instruments there is a risk that investors may lose part or all of their original investment;

e. Simulated forecasts might not be a reliable indicator of future performance;

f. In cases where investments are denominated in a currency other than the investor’s own currency, the overall return of the investment may be reduced, or losses incurred, due to currency fluctuations;

g. Investors should evaluate the transactions they want to make by seeking advice from independent professional accounting, financial, investment, legal, regulatory, tax and other advisors’

h. Even where the return of a particular financial instrument is considered to be “guaranteed”, investors are exposed to the risk of default of the underlying “guarantor”.

3. Description of financial instruments and related risks

The below table provides a description of the financial instruments that the Company may offer to you and their most significant elements of risk. It should be noted that the risks outlined for each financial instrument are non-exhaustive and do not cover all the risks that might arise when transacting with the particular financial instrument.

Description of Financial Instrument

Risks

Equity Securities: Equity securities represents an ownership interest in an issuer, usually a company. They are also known as equity shares or stock.

Investments in equity securities are usually made in order to achieve capital growth and/or a stream of income through the distribution of dividends by the issuer. Nonetheless, capital growth may not be achieved as well as the issued may not distribute any dividends. The investment in equity securities usually involves brokerage costs.

In the case of the issuer’s insolvency, the issuer’s creditors have priority over the issuer’s shareholders for the receipt of any repayment of their investment. That is, they will only receive a return for their investment only when all creditors have been repaid, as such, the issuer’s shareholders may lose some if not all their investment.

Market risk: The value of the shares may increase or decrease as the issuer’s current as well as expected profitability and performance increases or deteriorates.

Volatility risk: The price of the issuer’s shares may experience sudden and sometimes very sharp movements. Unforeseeable price fluctuations may result in significant losses.

Credit risk: In the case of the insolvency of the issuer, the issuer’s shareholders shall only be repaid only when all of the other issuer’s creditors have been repaid. As such, shareholders may experience severe reduction in, or even total loss of, their entire investment.

Dilution risk: an issuer may issue new shares in its efforts to raise more capital and/or upon the exercise of certain stock options. In case where the existing shareholders are not protected by the provisions of the issuer’s constitution documentation or any other statutory agreement, the overall value of their holding shall be reduced.

Dividend risk: as any dividend payment depends mainly on the profitability of the issuer as well as its dividend policy, dividend payments may not be distributed as originally expected or even not made at all during periods with poor performance and profitability.

Currency/Foreign Exchange risk: in cases where the equity security is denominated in a currency other than the currency of the investor, the overall return of the investor may be affected either positively or negatively by the fluctuation of the currency/FX rates.

Liquidity risk: although shares which are traded on stock exchanges are generally considered to be highly liquid, there might be instances where it will be difficult for the shareholder to sell the shares.

Debt securities: Debt securities, also called fixed income investments, are usually issued by the government, a local authority or a company in their efforts to borrow funds from investors in order to raise capital. As such, debt securities represent a loan to the issuer and the holders of debt securities become the creditors of the issuer. Examples of debt securities are bonds, notes and depositary receipts.

The holders of debt securities usually receive a periodic interest payment, also called coupon payment, on an annual or semi-annual basis. Upon maturity of the debt security, the issuer is required to repay the original value of the debt security, also called par or face value, of the debt security.

Although the issuers of debt securities have a contractual obligation to make the periodic interest payments as well as the principal repayment upon maturity to the holders of those debt securities, the issuer may not be in a position to do so in case of the issuer’s insolvency. As such, investors in debt securities may face non-payment of the periodic interest and/or receive full principal repayment by the issuer upon maturity.

In case the issuer of debt securities falls under the scope of the European Bank Recovery and Resolution Directive resolution regime, the debt securities may be subject to bail-in by the resolution authorities.

Interest rate risk: generally, the value of debt securities is inversely proportional with the value of interest rates. As such, the value of debt securities increases when interest rates fall and decreases when interest rates rise.

Inflation risk: generally, the relationship between the value of debt securities is inversely proportional with inflation. As such, the value of debt securities increases when inflation falls and decreases when inflation rises.

Credit risk: the issuer or guarantor of debt securities may experience financial distress situations or even become insolvent. As such, they may be unable to make the periodic interest payment or principal repayment upon maturity.

Liquidity risk: if a holder of a debt security wishes sell prior to maturity, there might be a possibility that the holder might not be able to sell at the desired price or sell the security at all.

Currency/Foreign Exchange risk: in cases where the debt security is denominated in a currency other than the currency of the investor, the overall return of the investor may be affected either positively or negatively by the fluctuation of the currency/FX rates.

Bail-in risk: if the event of the collapse of the issuer constitutes a threat to overall financial stability of the sector, the resolution authorities may:

cancel the obligations of the issuer to repay the holders of debt securities or amend such obligations, or

convert the debt security into another type of security such as equity securities.

Money market instruments: Money market instruments represent the borrowing of cash by investors for a short period of time, generally up to six months but occasionally up to one year. Money market instruments are considered to be highly liquid instruments in view of their short-term nature. Examples of money market instruments are commercial paper, treasury bills and certificates of deposit.

Market risk: during positive economic environments, money market instruments are considered to be of low-risk nature and their anticipated return is usually aligned with the interest rates. Nonetheless, in negative markets or during market crises the value of money market instruments may drop and investors suffer a capital loss.

Liquidity risk: although money market instruments are considered to be highly liquid, during market crises investors who wish to disinvest may not be able to so at their desired price and sell at a discount.

Credit risk: the issuer of the money market instrument may fail to fulfil its obligation to pay back the amount borrowed by the investor.

Currency/Foreign Exchange risk: in cases where the underlying asset is denominated in a currency other than the currency of the investor, the overall return of the investor may be affected either positively or negatively by the fluctuation of the currency/FX rates.

Undertakings for Collective Investments in Transferable Securities (UCITS): UCITS is a type of collective investment schemes which is regulated by European Directives. UCITS usually invest in a range of securities issued by different issuers in order to achieve diversification. UCITS are not allowed to invest in highly complex as well as high risk securities.

Market risk: the value of a UCITS is aligned with the value of the assets it holds. In market crises, it is likely that the value of the investments of the UCITS shall be reduced.

Investment manager risk: UCITS are managed by their appointed investment manager. As such the unit holders are not involved in designing and executing the investment strategy of the fund. The performance of the fund is highly dependent on the investment manager’s abilities. In case the investment manager ceases to offer its services to the fund and the fund is not in a position to find a replacement investment manager, the fund might have to cease its operations.

Liquidity risk: under certain conditions the redemption of units might be restricted.

Legal and regulatory risk: the strict regulatory and/or legal environment in which UCITS operate may limit the ability of the investment manager to invest in certain assets, as such, affecting the performance of the fund.