FULL RISK DISCLOSURE STATEMENT

This Full Risk Disclosure Statement ("Disclosure") supplements the Risk Warning. It is issued by Greenwealth Agrotech Limited pursuant to the requirements of the FSRA Crowdfunding Rulebook, the Conduct of Business Rulebook (COBS), and applicable ADGM financial services legislation. All capitalised terms not defined herein shall have the meanings ascribed to them in the Terms of Use.

Regulatory Basis

This Disclosure is required by Rule 4.5 of the FSRA Crowdfunding Rulebook and Chapter 8 of the FSRA Conduct of Business Rulebook. Greenwealth Agrotech Limited is authorised by the FSRA under Licence No. [FSRA-XXXXXXX].

1. Nature of Crowdfunding Investments

Crowdfunding investments facilitated by Greenwealth fall into two principal categories:

1.1 Equity Crowdfunding

You acquire shares, units, or other equity interests in an agricultural project company ("Project Company"). Your return depends entirely on the financial performance of the Project Company. Equity crowdfunding investors rank behind secured and preferential creditors in insolvency. Dividends are not guaranteed. The value of equity interests may decrease to zero.

1.2 Loan-Based Crowdfunding

You provide a loan to a Project Company or agricultural operator. Your return consists of interest payments and repayment of principal. Loan crowdfunding investors face credit risk (failure of the borrower to repay), and may rank behind secured creditors. Late payment provisions and recovery mechanisms are described in the applicable Loan Agreement made available for each Project.

2. Comprehensive Risk Categories

2.1 Business and Commercial Risks

  • Project owner inexperience or mismanagement
  • Failure of the business model or agricultural strategy
  • Loss of key personnel including farm managers or agrotech specialists
  • Competition from larger agricultural enterprises or state-owned entities
  • Failure to secure or renew offtake agreements, supply contracts, or distribution channels
  • Technology failure in agrotech-dependent operations

2.2 Market and Financial Risks

  • Volatility in commodity prices for agricultural produce
  • Currency exchange rate risk for cross-border projects
  • Rising input costs including fuel, fertiliser, seeds, and labour
  • Changes in food demand driven by consumer preferences or economic downturns
  • Interest rate risk affecting loan repayments or the cost of leverage at the project level
  • Inflation eroding the real value of returns

2.3 Environmental Risks

  • Drought, flooding, frost, or other extreme weather events
  • Soil degradation or contamination
  • Crop failure due to pest infestation, blight, or disease
  • Loss of biodiversity affecting ecosystem services
  • Long-term structural shifts in climate patterns affecting growing seasons

2.4 Regulatory and Political Risks

  • Changes in UAE, ADGM, or host-country agricultural policy
  • Changes to land ownership or foreign investment restrictions
  • Revocation or non-renewal of agricultural licences or permits
  • New environmental or food safety regulations
  • Tax regime changes, including withholding taxes on returns
  • Political instability, expropriation, or nationalisation in project jurisdictions
  • Sanctions or international trade restrictions affecting agricultural trade

2.5 Platform Risks

  • Insolvency or discontinuation of Greenwealth Agrotech Limited
  • Cybersecurity breaches affecting platform integrity or investor data
  • Operational failures affecting transaction processing or investor communications
  • Changes to platform fees, terms, or eligibility criteria
  • Errors or omissions in project information presented on the platform
  • Third-party service provider failures (payment processors, custodians, KYC providers)

2.6 Legal and Title Risks

  • Disputed land title or uncleEnforceability of loan or equity agreements across different jurisdictionsEnforceability of agreements
  • Inadequate security interests or collateral valuation
  • Litigation and arbitration exposure at the project level
  • Changes in intellectual property rights for agrotech innovations

3. Due Diligence Disclaimer

Greenwealth conducts due diligence on all projects listed on the platform. However, you must understand that:

  1. Our due diligence is not exhaustive and does not constitute an audit, legal opinion, or independent financial analysis;
  2. We do not verify all statements made by project owners and cannot guarantee the accuracy or completeness of information provided;
  3. Past projects listed on the platform that have returned capital to investors do not guarantee that future projects will do the same;
  4. Our listing of a project does not constitute an endorsement, recommendation, or certification of the project's viability; and
  5. We are not liable for losses arising from information that was inaccurate, incomplete, or misleading at the time of listing, provided we acted reasonably in conducting due diligence.

4. Returns and Performance Projections

Any projected returns, indicative yields, or financial forecasts presented on the platform or in Project Documents are forward-looking statements based on assumptions and estimates provided by project owners. They are not guarantees of future performance. Actual returns may be materially lower, zero, or negative.

⚠ WARNING

Projected returns presented for agro investment projects are estimates only. They are based on assumptions about commodity prices, yields, and operating costs that may not be achieved. You should conduct your own analysis and not rely solely on projections provided by Greenwealth or project owners.

5. Fees and Charges

Fees payable by investors may include, but are not limited to:

Platform Transaction FeeUp to 2.5% of investment amount (as disclosed per project)
Annual Administration FeeAs specified in the applicable Project Documents
Early Exit FeeIf applicable, as specified in the applicable Loan Agreement
FX Conversion FeeWhere applicable for non-AED investments
Withdrawal FeeAs set out in our Fee Schedule, updated periodically

Fees will reduce your returns. The full fee schedule applicable to any investment will be disclosed before you commit to invest.

6. Conflict of Interest Disclosure

Greenwealth is required by the FSRA Crowdfunding Rulebook to disclose material conflicts of interest. The following potential conflicts are noted:

  • Greenwealth earns fees from both investors and project owners. This creates an incentive to list projects and facilitate transactions regardless of project quality. We manage this through our independent Project Assessment Committee and mandatory due diligence procedures.
  • Directors, officers, or employees of Greenwealth may hold investments in project companies. All such interests are disclosed on the platform and managed under our Conflicts of Interest Policy.
  • Greenwealth may have commercial relationships with service providers recommended to project companies. Such relationships are disclosed in project-specific documentation.

7. Investor Categorisation

The level of regulatory protection you receive depends on your investor category as assessed by Greenwealth in accordance with FSRA Rules:

Retail InvestorHighest level of regulatory protection; subject to investment limits per project
Assessed Sophisticated InvestorReduced protective requirements; higher investment thresholds permitted
Professional ClientMinimum regulatory protections; institutional standards apply

If you are unsure of your investor category or believe you have been miscategorised, you may request a reclassification review by contacting compliance@greenwealthagro.net

8. Project Information and Forward-Looking Statements

Project information on the platform contains forward-looking statements, including projections, forecasts, and strategy descriptions. Such statements are subject to risks and uncertainties. They should not be taken as factual statements of what will occur. Words such as "expect", "anticipate", "project", "plan", "believe", and similar expressions identify forward-looking statements.

9. Tax Considerations

The tax treatment of returns from crowdfunding investments depends on your individual circumstances and the jurisdiction in which you are tax resident. Greenwealth does not provide tax advice. You should seek advice from a qualified tax professional before investing. Tax laws may change, and such changes may have a retroactive effect.

10. Acknowledgement

By investing through the Greenwealth platform, you confirm that:

  1. You have read, understood, and accepted this Full Risk Disclosure Statement in its entirety;
  2. You understand that you may lose all of your invested capital;
  3. You have assessed the risks described herein in light of your personal financial circumstances;
  4. You are not relying on the Greenwealth platform for investment, financial, legal, or tax advice; and
  5. You consider this investment to be suitable for your circumstances after taking or choosing to forego independent professional advice.