Key Risks

Key Risks, Regulatory Disclosure and Risk Warnings Property Investment Crowdfunding Platform

IMPORTANT RISK WARNING: PROPERTY INVESTMENT CROWDFUNDING IS RISKY. YOUR CAPITAL IS AT RISK. YOU MAY LOSE ALL OR PART OF THE MONEY YOU INVEST. RENTAL INCOME, CAPITAL APPRECIATION, EXIT TIMING AND EXIT PRICE ARE NOT GUARANTEED. YOU SHOULD NOT INVEST MONEY YOU CANNOT AFFORD TO LOSE OR MONEY YOU MAY NEED AT SHORT NOTICE.

1. ABOUT ARVO AND THIS DOCUMENT

1.1 Arvo Limited is a private company limited by shares incorporated in the Dubai International Financial Centre with registration number 12394. Arvo is authorised and regulated by the Dubai Financial Services Authority under DFSA reference number F012373 to carry on the Financial Service of Operating a Crowdfunding Platform, specifically Property Investment Crowdfunding, subject to the scope, conditions and restrictions of its DFSA Financial Services Permission.

1.2 The Arvo platform enables eligible users to participate in fractional exposure to selected UAE residential real estate through a Special Purpose Vehicle structure, rather than by acquiring property directly.

1.3 DFSA authorisation does not mean that the DFSA has approved, endorsed, reviewed or guaranteed any property, seller, broker, SPV, valuation, investment memorandum, projected return, rental income, exit opportunity, investment structure or information made available through the Arvo platform.

1.4 This document summarises important risks. It is not exhaustive and should be read together with Arvo’s General and Investor Terms and Conditions, Client Agreement, any applicable website or platform terms, the Rewards Terms, property-specific disclosures, valuation reports, SPV documents, risk acknowledgements, privacy notices, fee disclosures and other investment documents made available through the Platform.

1.5 Arvo does not provide investment advice, legal advice, tax advice, financial planning advice, valuation advice or personal recommendations. You are responsible for deciding whether an investment is appropriate for you, taking into account your financial position, objectives, liquidity needs, risk tolerance, knowledge, experience and tax circumstances.

2. KEY RISKS AT A GLANCE

3. INVESTMENT STRUCTURE RISKS

3.1 Each eligible Property listed on the Platform will be held by a separate SPV established for that Property. Each SPV will hold one Property only. Investors will generally acquire shares or interests in the relevant SPV, or another economic interest described in the property-specific documents, in proportion to their Investment amount and subject to the applicable documents.

3.2 The SPV structure is intended to ring-fence each property investment from other properties listed on the Platform. It does not eliminate property risk, legal risk, counterparty risk, operational risk, valuation risk or the risk that investors do not receive the expected return.

3.3 You will not directly own the property. Your name will not ordinarily appear on the title deed. Your rights are determined by the SPV documents, Platform Terms, investment documents and applicable legal and regulatory framework.

3.4 Property title, registration, strata, service charge, foreign ownership, community, mortgage, encumbrance, easement, utility, association, defect and dispute issues may affect the value, liquidity, income, transferability or saleability of the property.

3.5 The availability of a low minimum Investment amount does not mean that an Investment is low risk. Unless a lower limit applies, a Retail Client must not invest more than: a) US$50,000 in any individual Property using the Platform; b) an amount that would result in the Retail Client holding, whether through a single purchase or when aggregated with the Retail Client’s existing holdings, more than 30% of the offering size for any individual Property using the Platform; or c) US$100,000 in total in any calendar year using the Platform. The relevant US dollar limits may be applied using their AED equivalent calculated in accordance with Arvo’s applicable conversion methodology. Arvo may impose lower limits, concentration limits or additional restrictions depending on the Investor’s client classification, the Property, jurisdiction, payment method, due diligence outcome, Applicable Law, DFSA Rules or Arvo’s internal risk controls.

4. PROPERTY AND MARKET RISKS

4.1 Investment in real estate is speculative. Property values can rise or fall and may be affected by supply and demand, financing conditions, interest rates, construction activity, government policy, infrastructure development, regulatory changes, economic cycles, market sentiment, geopolitical developments and broader UAE or global conditions.

4.2 Rental income is not guaranteed. A property may be vacant, rent may be delayed or unpaid, rental market conditions may weaken, rent caps or rental rules may affect rental growth, or the property may require maintenance, renovation or expenditure before it can be leased.

4.3 Property investments can involve ongoing and unexpected costs, including service charges, property management fees, repairs, insurance, utility deposits, government fees, community charges, tax or tax-like charges, legal fees, valuation fees, transfer fees and dispute costs. Higher costs may reduce or eliminate returns.

4.4 Valuation reports and indicative values are opinions based on assumptions, data and professional judgment at a point in time. They may not reflect the actual sale price, particularly in stressed market conditions, low liquidity, unusual property circumstances or limited market data.

4.5 Each property may carry specific risks, including location risk, tenant risk, building quality risk, defect risk, developer or master developer risk, strata or owners’ association risk, insurance risk, natural hazard risk, environmental risk, litigation risk and enforcement risk.

4.6 Investing in a single property, location, property type or small number of properties increases concentration risk. Diversification may reduce risk but does not eliminate it.

4.7 Forecasts, target returns, projected rental income, expected exit values, capital appreciation estimates and historic performance information are not reliable indicators of future performance and may be based on assumptions that prove incorrect.

5. LIQUIDITY, TRANSFER AND EXIT RISKS

5.1 Your SPV shares or interests will not be listed or traded on a regulated exchange and are likely to be illiquid. You may not be able to sell when you wish, at the price you expect, or at all.

5.2 Each Investment is subject to a mandatory holding period of one year beginning on the Investment Completion Date, unless the relevant property-specific documents specify a longer period or Arvo permits otherwise in exceptional circumstances. After the mandatory holding period, Arvo currently expects to make Exit Windows available twice each year. Exit Windows may be delayed, cancelled, restricted or unavailable depending on liquidity, Investor demand, legal requirements, SPV documents, market conditions, operational requirements and DFSA Rules.

5.3 Arvo may provide a Transfer Facility through which eligible Investors may seek to sell or transfer interests originally acquired through the Platform to other eligible Investors who are existing Clients of Arvo and who have previously invested through the Platform. The Transfer Facility is intended to provide a potential exit route and does not constitute a stock exchange, multilateral trading facility, organised trading facility or active secondary market.

The availability of the Transfer Facility may be limited, suspended or withdrawn in accordance with Applicable Law, DFSA Rules, the Platform terms, operational capacity or Arvo’s business cessation arrangements. A transfer remains dependent on the availability of an eligible buyer and completion of all applicable onboarding, KYC, AML, sanctions, legal, regulatory and administrative requirements. Arvo does not guarantee liquidity, sale timing, sale price, demand or transfer completion.

5.4 Before a transfer order is accepted, a proposed buyer will be given access to the information concerning the Seller, Property and Investment that was available to the original or earlier Investors, together with all material subsequent updates made available by Arvo.

5.5 Subject to Arvo documenting an appropriate cost-allocation methodology and obtaining written confirmation from the DFSA of the proposed methodology, Arvo may charge the incoming Investor a Transfer Facility Cost-Recovery Fee equal to 4% of the transfer price. No corresponding Transfer Facility Cost-Recovery Fee will be charged to the transferring Investor. The fee is intended solely to recover Arvo’s reasonable costs of providing the Transfer Facility and must not be structured or applied to generate additional income.

The 3% exit fee described in the Terms and Conditions does not apply to a transaction completed through the Transfer Facility. Subject to written confirmation from the DFSA of the proposed treatment, the separate performance fee may apply where a transferring Investor realises capital appreciation by selling all or part of an Investment through the Transfer Facility during an Exit Window. The performance fee is calculated by reference to the Investor’s realised capital appreciation and is not part of the Transfer Facility Cost-Recovery Fee. Following the transfer, the incoming Investor’s acquisition basis will be reset so that the capital appreciation crystallised and charged to the transferring Investor is not charged again to the incoming Investor. Taxes, third-party charges and other properly disclosed transaction costs may nevertheless reduce the proceeds received by the transferring Investor or increase the total amount payable by the incoming Investor.

5.6 An exit may depend on the sale of the underlying property. Real estate can take time to sell. Market conditions, buyer financing, valuation gaps, legal approvals, ownership restrictions, due diligence, land department processes and negotiations may delay or prevent a sale.

5.7 If Arvo ceases to carry on business, becomes insolvent, loses authorisation, is required to wind down or experiences a material operational failure, investors may lose money, incur additional costs or experience delays in receiving payments, information or exit proceeds. Business cessation arrangements reduce but do not eliminate this risk.

6. CLIENT MONEY AND PAYMENT RISKS

6.1 Where Arvo holds or controls Client Money, Client Money will be held separately from Arvo’s own money in accordance with the applicable DFSA Client Money Rules, Arvo’s DFSA Financial Services Permission, any applicable Client Money endorsement and Arvo’s client money procedures. Client Money protections apply only within the scope of the applicable legal and regulatory framework and the relevant arrangements with the bank, custodian, payment service provider or third-party agent holding the relevant account.

6.2 Client Money segregation reduces but does not eliminate risk. Operational, reconciliation, banking, fraud, insolvency, legal, regulatory or third-party risks may affect access to or timing of payment of Client Money.

6.3 Unless expressly stated otherwise, interest or other benefits earned on Client Money will not be payable to you. Client Money may be held for operational, settlement, cooling-off, reconciliation, regulatory or investment commitment purposes.

6.4 Banks, card processors, payment providers, open banking providers and intermediaries may reject, delay, reverse, freeze or require further information in relation to payments. Arvo may refuse or delay payments where required or appropriate for legal, AML, sanctions, fraud, operational, regulatory or risk management reasons.

6.5 Deposits, withdrawals, wire transfers, card payments and currency conversions may be subject to bank charges, intermediary bank charges, payment provider fees, card processing charges, convenience fees, foreign exchange costs, settlement delays and third-party processing risks.

6.6 Arvo does not accept digital asset, crypto asset, stablecoin, wallet-based or blockchain-based payments through the Platform.

7. FEES, COSTS AND CONFLICTS OF INTEREST

7.1 Arvo and third-party service providers may charge fees and costs in connection with Property acquisition, Platform use, administration, exit, due diligence, valuation, KYC, payment processing, SPV maintenance, legal work and other services. Fees and costs reduce the amount invested, the income available for distribution and the amount returned on exit.

Fees may include purchase or Platform fees, annual management fees, Seller arrangement fees, acquisition-related fees, exit fees, performance fees, KYC fees, payment-processing fees, convenience fees, Transfer Facility Cost-Recovery Fees and third-party charges. The applicable fees, calculation methodology, payment timing and VAT treatment will be disclosed in the Fee Schedule, the relevant property-specific documents and the applicable Platform flow before the relevant Investment or transfer is completed.

7.2 Arvo may have commercial arrangements with Sellers and property owners in connection with sourcing, acquiring and listing Property opportunities. Arvo and any person Related to Arvo may receive

remuneration, fees, payments or commissions in connection with the Property Investment Crowdfunding service only from Investors or Sellers who use the Platform.

Arvo and any person Related to Arvo will not receive remuneration, fees, payments or commissions from a real estate agent, property manager, valuer, custodian or any other person providing services in relation to a Property. Fees and expenses properly payable to independent brokers, property managers, valuers, custodians and other Property service providers may nevertheless be treated as acquisition, transaction or operating costs of the relevant Property or SPV and may therefore be borne indirectly by Investors.

7.3 Seller fees, reimbursements, reserve fund mechanics, transfer pricing methodology, valuation methodology, sale request processes, property manager appointments, service provider arrangements, platform incentives and rewards may create conflicts. Arvo maintains policies designed to identify, prevent, manage and disclose conflicts, but controls cannot eliminate all risk.

7.4 You should review all fee schedules, property-specific disclosures and conflict disclosures before committing to an investment.

8. INFORMATION AND DUE DILIGENCE RISKS

8.1 Platform information may be derived from sellers, brokers, property managers, valuers, public registers, government sources, data providers, service providers, internal analysis or market data. Information may be incomplete, inaccurate, delayed, superseded or based on assumptions.

8.2 Arvo’s due diligence process, and any due diligence by third parties, is not a guarantee that all risks have been identified. Some risks may not be discoverable before acquisition or may arise only after completion.

8.3 Some information may be provided by third parties and may not be independently verified by Arvo in every respect. You should consider the source and limitations of any third-party data, opinion or assumption.

8.4 If Arvo provides forums or investor communication channels, user posts and third-party comments should not be treated as investment advice, legal advice, tax advice or verified information unless expressly confirmed by Arvo in an official disclosure.

9. RETAIL CLIENT PROTECTIONS AND BORROWED MONEY

9.1 A Retail Client is required to complete and sign a risk acknowledgement form for each Investment before or at the same time as committing to make that Investment. The risk acknowledgement may be completed electronically and is intended to confirm that the Retail Client has seen, understood and accepted the key risks associated with the relevant Investment and the Platform. Arvo will not complete the Investment for a Retail Client unless the required risk acknowledgement has been obtained.

9.2 An Investor who has committed to make an Investment may withdraw that commitment, without penalty and without giving a reason, during a cooling-off period of at least 48 hours starting at the end of the applicable commitment period. The Platform flow, Terms and Conditions and property-specific disclosures will explain how the cooling-off right may be exercised and the time at which the cooling-off period begins and ends.

After the cooling-off period has expired, an Investor may not be able to withdraw committed funds except as permitted under the applicable Terms and Conditions or where the relevant Funding Target is not achieved or the Investment otherwise does not proceed.

9.3 Different protections, limits and restrictions may apply depending on whether you are classified as a Retail Client or Professional Client. You must provide accurate information during onboarding and promptly notify Arvo of changes that may affect classification, risk profile, eligibility, tax status or ability to invest.

9.4 Using borrowed money, credit facilities, credit cards, loans, margin or leverage to invest increases risk. Even if the investment falls in value, becomes illiquid, produces no income or is delayed, you may still need to repay the borrowed money and related interest, fees and charges. Retail Clients must not use credit cards to invest through the Platform.

10. REWARDS, PROMOTIONS AND GAMIFICATION RISKS

10.1 Rewards, referral benefits, milestone rewards, badges, prompts, cashback, fee reductions or other engagement tools should not be treated as a reason to invest. They do not reduce investment risk and do not create guaranteed returns, guaranteed rental income, guaranteed capital appreciation, guaranteed liquidity or guaranteed availability of any property.

10.2 Rewards are not cash and cannot be withdrawn, transferred or redeemed for value outside the Platform. They may expire, be changed, suspended, cancelled, reversed or withheld in accordance with the Rewards Terms.

10.3 Promotional and gamified features are not designed to encourage unsuitable, excessive, speculative or impulsive investing. You should make investment decisions based on the property-specific documents, risk disclosures, fees, investment terms, personal circumstances and independent assessment of risk.

11. TAX, LEGAL AND CROSS-BORDER RISKS

11.1 Investing through Arvo may have tax, legal, regulatory, reporting, inheritance, zakat, estate planning, foreign ownership, exchange control, currency conversion or other consequences in your country of residence, citizenship, domicile, incorporation or tax residence.

11.2 Arvo does not provide tax, legal or regulatory advice. You are responsible for ensuring that your use of the Platform and any investment made through it is lawful in your jurisdiction and consistent with any applicable tax, reporting, exchange control, sanctions and regulatory obligations.

11.3 Arvo may restrict access, onboarding, investments, withdrawals or transfers where required for cross-border, tax, legal, sanctions, AML, foreign ownership, regulatory or operational reasons.

12. DATA, COMPLIANCE, TECHNOLOGY AND CYBER RISKS

12.1 Arvo may require identification documents, proof of address, source of funds information, source of wealth information, tax information, payment details, declarations, consents and other documentation for onboarding, ongoing monitoring and transaction due diligence.

12.2 Arvo may refuse onboarding, delay processing, restrict access, reject payments, freeze activity, request additional information, report suspicious activity or terminate a relationship where required or considered appropriate for legal, regulatory, AML, sanctions, fraud, risk management or operational reasons.

12.3 The Platform relies on technology infrastructure, cloud hosting, identity systems, KYC providers, payment providers, data integrations, cybersecurity tools, APIs, mobile and web applications and other third-party service providers. Technology systems may fail, become unavailable, produce errors, be subject to cyberattack or be affected by events outside Arvo’s control.

12.4 Cybersecurity incidents, data breaches, phishing, malware, account takeover, credential compromise, operational failures, smart device compromise or user error may result in loss, delay, unauthorised access, data exposure or other harm. You are responsible for keeping login credentials secure and promptly notifying Arvo of suspected unauthorised access.

13. INVESTOR CONFIRMATIONS

Before proceeding with an Investment through the Arvo Platform, each Investor will be required to make the applicable confirmations set out below. In addition, a Retail Client must complete and sign a separate risk acknowledgement form for each Investment before or at the same time as committing to make that Investment.

• • you have read and understood this Key Risks page and the relevant property-specific documents;
• • you understand that your capital is at risk and that you may lose all or part of your investment;
• • you understand that you will not directly own the underlying property and that your exposure will generally be through an SPV;
• • you understand that the investment is illiquid and that you may not be able to exit when you wish, at your expected price, or at all;
• • you understand that rental income, capital appreciation, projected yields, valuation and exit proceeds are not guaranteed;
• • you have reviewed the relevant fees, valuation report, investment memorandum and investment documents;
• • you have considered whether the Investment is appropriate for your circumstances and risk appetite;
• • you understand your right to withdraw your commitment without penalty and without giving a reason during the applicable cooling-off period of at least 48 hours starting at the end of the commitment period, and you understand the consequences of committing funds after that period has expired; and
• • you will provide complete, accurate and up-to-date information for onboarding, client classification, AML, sanctions, tax and ongoing monitoring purposes. Nothing in this document excludes or restricts any duty or liability that Arvo may owe to you under applicable law or DFSA Rules, to the extent such duty or liability cannot lawfully be excluded or restricted.

14. QUESTIONS AND COMPLAINTS

14.1 Questions about this document, the Platform or a specific investment opportunity should be directed to Arvo through the contact details made available on the Platform.

14.2 Complaints should be submitted in accordance with Arvo’s complaints handling procedure, which is made available through the Platform and relevant client documents. You should not commit to an investment unless you understand the nature of the investment, the role of the SPV, fees and costs, risks, property-specific disclosures, Platform Terms and limitations on liquidity and exit.