Information for shareholders about changes in regulations

INFORMATION FOR SHAREHOLDERS ABOUT CHANGES IN REGULATIONS

Announcement for Alternative Investment Company Investors Managed by Mountnut Investment sp. z o.o. Regarding Changes in the Subscription of Participation Rights by Retail Clients

Dear Sir/Madam,

In compliance with the requirement stipulated by Article 56(4) of the Act of August 16, 2023, amending certain laws in connection with ensuring the development of the financial market and protecting investors in this market (Journal of Laws of 2023, item 1723, hereinafter referred to as the “Amending Act”), we would like to inform you about changes in the rules for subscribing to participation rights in alternative investment companies by retail clients.

Whenever this statement refers to ASIs (Alternative Investment Companies) or alternative investment companies, unless the context indicates otherwise, it should be understood separately for the following entities:

Mountnut Investment Limited Liability Company Alternative Investment Company Limited Partnership; Mountnut Investment Limited Liability Company Real Estate Alternative Investment Company Limited Partnership; Mountnut Investment Limited Liability Company Mr3 Alternative Investment Company Limited Partnership.

Minimum Contribution Amount

Under the previous rules related to subscribing to ASI participation rights by entities other than those specified in Article 2(13a) lit. a-m of the Act of May 27, 2004, on Investment Funds and Alternative Investment Fund Management (consolidated text: Journal of Laws of 2023, item 681, as amended; hereinafter referred to as the “Fund Act”), it was necessary for such entities to submit an application to be treated as professional clients. It was also required that these entities possess the knowledge and experience necessary to make appropriate investment decisions and assess the risks associated with those decisions. Before considering the application, the ASI manager would assess the entity’s knowledge of the rules for treating professional clients in the area covered by the application.

Due to the changes in regulations introduced by the Amending Act, in addition to the requirement to submit an application, demonstrate knowledge and experience allowing for appropriate investment decisions, and properly assess the associated risks, as well as the requirement to establish knowledge of the rules for treating professional clients, starting from September 28, 2023, when the entity applying for professional client status is an individual, an additional requirement that must be met for this individual to be recognized as a professional client is the contribution of an amount to the alternative investment company not less than the equivalent of 60,000 euros in Polish zlotys.

The equivalent in Polish zlotys of the amount expressed in euros shall be determined using the average euro exchange rate announced by the National Bank of Poland on the day of the contribution.

Additional Restrictions on the Source of Funds for the Contribution

According to the new requirements, funds for the contribution by an individual to an ASI from September 29, 2023, cannot come from a loan, gift, or any other similar agreement entered into with an alternative investment company, the ASI manager, or an entity related to these entities within the meaning of the accounting law.

Impact of New Regulations on Existing ASI Investors

In accordance with the provisions of Article 56(1) of the Amending Act, individuals who, on the date of entry into force of the Amending Act (September 29, 2023), hold participation rights in ASIs, and whose contribution value to ASIs is less than the equivalent of 60,000 euros in Polish zlotys, will remain investors in the alternative investment company.

Individuals mentioned above may not acquire new participation rights in alternative investment companies, especially participate in the acquisition of shares in a new issue, the sale of treasury shares, or an increase in the nominal value of shares, if the value of new contributions, together with their existing contributions, is less than the equivalent of 60,000 euros in Polish zlotys, unless a positive assessment of the individual is made in accordance with Article 70k(1) of the Fund Act as amended by the Amending Act.

According to Article 70k(1) of the Fund Act, as amended:

The ASI manager may, at the request of an entity other than specified in Article 2(13a) lit. a-m of the Fund Act and within the scope specified in such a request, treat this entity as a professional client, provided that this entity possesses the knowledge and experience necessary for making appropriate investment decisions and assessing the risks associated with these decisions and meets the condition referred to in paragraph 3. Before considering the application, the ASI manager determines the knowledge of this entity about the rules for treating professional clients in the area covered by the application.

The ASI manager, at the request of a professional client and within the scope specified in such a request, may treat the professional client as a retail client. The ASI manager may treat a professional client as a retail client even without such a request in the case of an alternative investment company that has obtained the authorization referred to in Article 5(1) of Regulation 2015/760.

An individual may be recognized as a professional client if the value of their contribution to an alternative investment company is not less than the equivalent of 60,000 euros.

Funds for the contribution or participation by an individual as referred to in paragraph 3 may not come from a loan, gift, or any other similar agreement entered into with an alternative investment company, the ASI manager, or an entity related to these entities within the meaning of the accounting law.

The equivalent in Polish zlotys of the amount referred to in paragraph 3 shall be determined using the average euro exchange rate announced by the National Bank of Poland on the day of the contribution or participation.

A legal action related to the right to participate in an alternative investment company, resulting in the transfer of those rights or the entitlements arising from them to an entity other than the investor of that alternative investment company and the ASI manager managing that alternative investment company, requires written consent from the ASI manager. The ASI manager shall refuse consent if, after verification, the entity mentioned in the first sentence does not meet the conditions allowing it to be recognized as a professional client, taking into account paragraphs 3 and 4. A legal action taken without the consent of the ASI manager is void.

Paragraphs 3-6 shall not apply when at least 50% of the participation rights in an alternative investment company are held by professional clients as referred to in Article 2(13a) lit. a-m.

Please note that this translation is based on the text provided, and legal documents can be complex, so it’s advisable to consult with a legal expert or a professional translator for precise interpretation and advice related to this announcement.