RISK WARNING

1. Who We Are

Greenwealth Agrotech Limited ("Greenwealth", "we", "us", "our") is a financial services company authorised and regulated by the Financial Services Regulatory Authority (FSRA) of the Abu Dhabi Global Market (ADGM) in the Emirate of Abu Dhabi, United Arab Emirates. We operate an agro investment crowdfunding platform that facilitates investment in agricultural projects, agrotech ventures, and related activities.

Our FSRA Authorisation Number is [FSRA-XXXXXXX] and we are authorised to conduct the Regulated Activity of Operating a Crowdfunding Platform under the Financial Services and Markets Regulations 2015 (FSMR) and the Crowdfunding Rulebook.

2. This Warning Applies To You

This Risk Warning applies to all persons who access, browse, or use the Greenwealth platform, whether or not you ultimately make an investment. By accessing the platform you acknowledge that you have read and understood this Risk Warning in full.

3. Key Risks

3.1 Risk of Total Capital Loss

Agricultural investments are inherently high-risk. You could lose the entirety of your invested capital. This risk is heightened in emerging agricultural markets, novel agrotech ventures, and early-stage farming operations. There is no guarantee that any return on investment will be generated.

3.2 Illiquidity Risk

Investments made through the Greenwealth platform are not listed on any regulated securities exchange. There is no secondary market for your investment. You should regard your investment as illiquid for the duration of the agreed investment term, and potentially beyond. You should not invest funds that you may need to access before the end of the investment term.

3.3 Dilution Risk

If you invest in equity instruments, your shareholding may be diluted by subsequent investment rounds. Greenwealth is not obligated to notify you of all future fundraising activities that may affect your equity position.

3.4 Platform Risk

Greenwealth itself may cease to operate for reasons including insolvency, regulatory action, or changes in business strategy. While we maintain arrangements with a Resolution Administrator as required by the FSRA Crowdfunding Rulebook, the recovery of your investment cannot be guaranteed in such circumstances.

3.5 Agricultural and Environmental Risk

Agricultural projects are subject to risks including adverse weather events, crop disease, pest infestation, soil degradation, drought, floods, and other natural phenomena. Climate change is likely to increase the frequency and severity of such events. These risks may not be fully insurable.

3.6 Regulatory and Legal Risk

Changes in agricultural policy, land tenure laws, water rights legislation, food safety regulations, or environmental standards in any jurisdiction where underlying projects operate may adversely affect returns. Regulatory changes in the UAE or ADGM may also affect the operation of the Greenwealth platform itself.

3.7 Fraud and Misconduct Risk

Notwithstanding our due diligence processes, there is a risk that project owners or other parties may act fraudulently or negligently. We cannot guarantee the accuracy of information provided by project owners on the platform.

4. No Advice

Nothing on the Greenwealth platform constitutes financial, investment, legal, or tax advice. We do not make investment recommendations. You should seek independent professional advice from a suitably qualified adviser before making any investment decision.

5. Not Protected by Investor Compensation Schemes

6. Eligibility

Access to investment opportunities on the Greenwealth platform is restricted to investors who satisfy one or more of the following criteria as assessed at the time of onboarding:

• Assessed Sophisticated Investors as defined under the FSRA Conduct of Business Rulebook;
• Persons who have confirmed, in accordance with the FSRA Crowdfunding Rulebook, that they will not invest more than the applicable investment limit per project per year; or
• Institutional Investors or Professional Clients as defined by the FSMR.

You are responsible for ensuring your continued eligibility. Greenwealth reserves the right to restrict access to the platform if eligibility criteria are no longer met.

7. Confirmation

By proceeding past this Risk Warning on the Greenwealth platform, you confirm that:

1. You have read and understood this Risk Warning in full;
2. You accept that this is a high-risk investment and you may lose all of your capital;
3. You are not relying on the Greenwealth platform or its employees for investment advice;
4. You have obtained or have chosen not to obtain independent financial, legal, or tax advice; and
5. You meet the eligibility criteria applicable to your investor category.