Regulatory Information (FINSA)

CLIENT INFORMATION BROCHURE

(pursuant to the Swiss Financial Services Act)

about X ESS AG and the financial services offered

With this Client Information Brochure we inform you in accordance with the obligations imposed by the Swiss Financial Services Act (“FINSA”) on X ESS AG (hereinafter the “Company” or “we/us”), the financial services offered by us and the risks associated therewith, our approach to conflicts of interest, legal options for our clients in case of conflicts as well as on other important aspects regarding our business activities. The information contained in this version of the brochure may become inaccurate over time. You may obtain an actual version of the brochure electronically on the website of the Company or physically from our offices.

About X ESS AG

X ESS AG is a corporation limited by shares established under Swiss law. The Company’s registered offices are in 8808 Pfäffikon SZ at Rainstrasse 11F. The shares of the Company are held directly or indirectly by a group of directors.

The Company is regulated in Switzerland as an investment advisor under the Financial Services Act (FINSA)). Its general manager, Pascal Schümperli, is affiliated with the advisor registry of RegServices by BX Swiss AG, Talacker 50, CH-8001 Zürich, with regard to its business conduct. X ESS AG does not hold a license as a portfolio manager or fund manager under the Financial Institutions Act (FinIA) and does not manage client assets or execute transactions. The Company acts solely in an advisory capacity, focused on alternative investments, including venture capital, private equity, and mergers and acquisitions (M&A) as further outlined herein.

The Company is only authorized to offer and provide investment advisory in Switzerland. All legal relationships between the Company and its clients are exclusively governed by Swiss law.

On our Principles of Service Provision

Scope of Services Offered

X ESS AG offers investment advisory services to entrepreneurs and their companies and develops, alone or in cooperation with other financial services providers, non-listed, non-publicly traded private equity, private debt, and similar private market investments. Such services are not considered to be financial services as defined by FINSA.

The Company introduces professional and institutional clients to issuers of non-listed, non-publicly traded private equity, private debt, and similar private market investments and supports its clients with regard to investing in and divesting from such financial instruments over the instruments’ life span. The Company does not advise on any specific asset classes or investments and does not make representations with regard to the suitability and/or appropriateness of financial instruments for any specific investor and his/her investment needs. The Company does not offer services of investment advice or investment management, in the context of a client’s portfolio of financial instruments or with regard o a client’s general investment needs.

X ESS AG enters an individual agreement with each individual client, governing the tasks and duties of the Company and the clients’ rights. The Company and its directors and officers do not act as investment managers, (corporate) directors, Trustees or Protectors. Upon request, the clients are referred to lawyers, accountants and trust companies experienced in the field of such services. X ESS AG does not give any tax or legal advice. Neither does the Company represent its clients in tax or legal matters. Upon request, the clients are referred to experienced professionals in these fields.

No exclusive distribution ties to third parties

The Company provides its services in cooperation with other financial services providers

X ESS AG, its directors, officers and employees have no exclusivity obligations towards any third party with regard to the provision of financial services described herein. We address conflicts of interest arising from our activities as further detailed in this brochure.

Communication with Clients

X ESS AG communicates with its clients in the German and the English languages. Albeit our employees are fluent in other languages, English and German are the sole official business languages. Legally binding arrangements with clients and other parties are only made in either of these languages. Contractual arrangements are only binding when bearing the signatures of two signatories registered with the Commercial Register of the Canton Schwyz, unless we have validly issued and communicated to the client or any other party special powers of attorney in favour of specific individuals or legal entities.

Client Segmentation – Institutional and Professional Clients only

The Company only accepts clients that, in accordance with the provisions of FINSA, qualify by law as institutional or professional clients or elect to be treated as professional clients under FINSA. Clients that do not or may not waive their investor protection rights as retail clients under FINSA are not accepted. Relations with clients that at a certain point in time elect no longer wanting to be treated as professional clients will be terminated by the Company.

The Company expects its clients intended to be or being recipients of financial services to qualify or elect to qualify as qualified investors within the meaning of the Swiss legislation on collective investment schemes. Each client may, at any time, declare in writing to the Company that he/she does not wish to be considered a qualified investor. The Company reserves to terminate the client relationship upon such declaration.

Our clients must understand that they are not granted the investor protection that the law grants to retail clients.

Risk Information and Disclosure

As we render our services only to capital seeking entrepreneurs and their companies as well as to professional clients (either by law or election), we part from the principle that our clients have the required level of knowledge and experience and can financially bear the investment risks associated with the financial service. Accordingly, we do not enquire about our clients' knowledge and experience and do not review whether financial instruments are appropriate for an individual client before making an introduction to investment opportunities or recommendations for specific investments. In particular, we do not inform our clients on general or specific risks of any investments to which we introduce our clients.

We recommend to our clients to abstain from any investment they do you fully understand or about which they feel unsecure. We introduce our clients to investments that are associated with substantial risks of loss and cannot be sold (in particular not on a liquid market) for longer periods of time.

Fees and Third-Party Compensations

The remuneration of X ESS AG’s services is laid down in the individual client agreements. We usually charge our clients with fees that are calculated on the basis of their investment made and not on the basis of a valuation of their investment over time. We usually agree with our clients upon a performance fee payable upon their successful exit from an investment we have introduced them to. We expect our clients to pay for our fees in advance when they make an investment for periods covering multiple years. Such fees will be repayable when the clients exits from an investment before the expiry of such period.

X ESS AG may also receive payments from third parties such as banks, fund management companies and issuers of securities we introduce our clients to. The Company’s total remuneration for its services consist of the fee paid by its clients and may also consist of financial compensations received from such third parties ("third party compensations").

X ESS AG discloses such third-party compensations in the individual client agreements. Such compensations accrue to the Company or be passed on to the client, usually by way of compensation with the fees charged, unless the individual client agreement provides for otherwise.

The fees charged to clients are usually calculated in percentage points of the investment(s) made by the individual clients. In case, the Company renders services to the client related to its investment on a continuous basis, these fees are recurring, usually on an annual or bi-annual basis.

Voting rights

The Company will exercise the voting rights associated with investments (in particular with equity instruments such as shares) on behalf of clients only if expressly instructed to do so in the client agreement. Unless otherwise agreed upon in the individual client agreement, the Company will not inform its clients unsolicited about the occasions where clients may exercise their voting rights, e.g. shareholders meetings.

In case X ESS AG is, through its own and/or when instructed or appointed by clients to exercise such rights, controlling the voting rights regarding specific listed securities meeting or exceeding the thresholds provided for by applicable regulations, X ESS LTD. will issue the required notifications to issuers and/or regulators without obtaining each client’s prior consent.

On Conflicts of Interest

Conflicts of interest exist in all businesses and at all firms. In the fields of investment in financial instruments conflicts of interest cannot be strictly avoided. Such conflicts may imply the interests of the clients, the interests of X ESS AG, the interests of other companies within X ESS group and the employees of X ESS AG.

We strive to manage conflicts of interest in a manner consistent with the highest standards of integrity and fair dealing. In order to ensure that these standards are met we continually and proactively seek to identify and to prevent or manage conflicts of interest to avoid the appearance of, as well as actual, impropriety. Disclosure of a conflicts of interest must be considered in situations where we have used reasonable efforts to manage a conflict but those efforts are not sufficient to ensure with reasonable confidence that risks of damage to the interests of our clients will be prevented. In some cases, we may decide to refrain from engaging in a business relation or render a service.

As the Company is not bound by any agreements with banks, issuers and other financial services providers, to extend a preferential treatment of their services and/or products, potential conflicts of interest are substantially reduced. However, not all potentially conflicting interests may be satisfactorily excluded or substantially mitigated by organizational measures and are, thus, disclosed to the clients:

We not only introduce our clients to financial instruments issued independently from our activities but also engage in the development and shaping of financial instruments in which our clients invest. We may receive payments from third parties related to financial instruments to which clients are introduced, This may generate higher revenues for the Company to investments in other instruments issued without any involvement from our side. These conflicts of interest occur when issuers of financial services pay us for specific services rendered in the context of developing financial instruments (e.g. advising issuers on effective structuring of investments) or for successfully introducing investors to them.

This may incentivize the interest of the Company in marketing such products even when other instruments would serve client interests better.

We address this as follows: The Company strictly limits its marketing to categories of instruments that are not actively managed by X ESSor affiliated entities. We review the instruments to which we introduce our clients whether they serve the clients’ interests the same way or better than products developed or marketed by third parties. When engage in developing instruments we compare multiple offerings by issuers for structuring clients’ investments, in order for them to be, in our experience, comparable or more advantageous for the clients than third party products.

Third party compensations may create incentives to us and our employees to recommend financial instruments that generate higher compensations, even when such actions or choices are not in the best interests of our clients. We mitigate to the extent possible such conflicts of interest by disclosing to our clients such compensations before each single investment they make.

When clients subscribe newly issued financial instruments, their subscriptions may compete with those of the Company own subscriptions and/or those of our employees. In the event of oversubscription, this may lead to reductions in allotments to individual clients. We mitigate such conflicts in any case from trying to influence allotments made by issuers in favor of our clients. In case of oversubscriptions clients shall preferential treatment in all cases.

Whenever the Company or its employees invest in the same financial instruments as clients, the latter may be disadvantaged for various reasons. The Company, its directors and employees are prohibited by law from engaging in any business that may involve such disadvantages, such as front, parallel or after running. While observing these legal restrictions, the Company, its directors and employees may invest in the same financial instruments that are marketed to clients. The Company maintains strict compliance procedures for itself and its employees to avoid the abuse of insider information and to suppress illicit practices such as front, parallel or after running.

Our employees may not give or receive gifts and entertainment from and to external parties which would potentially influence their actions and choices, leading to have a potential negative impact on the quality of service provided to clients. As such there are restrictions governing both the receipt and provision of business gifts and hospitality.

On Reporting and Access to Client Files

The Company reports to its clients as agreed upon in the individual client agreements. With regard to assessing market values of financial instruments and products, X ESS AG will only rely on third party information prepared by information providers widely used in the financial sector. Where no such information is available, the Company will not make any statement as to the value of any financial instrument or products marketed to or held by its clients. Whenever X ESS AG makes an assessment of a potential future value of any instrument marketed, such assessment is only an indication without any binding effect, neither for tax nor for any other purposes.

Each client has the right to request from the Company a full and complete copy of his/her client file as further defined by article 72 ss. of FINSA and the Swiss Federal Data Protection Act.

On Processing of Personal Data

The Company collects and processes personal data that concern prospective clients, but also other individuals. We use the word «data» here interchangeably with «personal data».

In this section, we describe what we do with your data when you obtain services or products from us, interact with us in relation to a contract, communicate with us or otherwise deal with us. When appropriate we will provide a just-in-time notice to cover any additional processing activities not mentioned herein. In addition, we may inform you about the processing of your data separately, for example in individual agreements, consent forms, terms and conditions, additional privacy notices, forms and other notices. When accessing our website, we refer you to the terms of use published on this site. If you disclose data to us or share data with us about other individuals, e.g. family members, employees, we assume that you are authorized to do so.

For prospective, former and current clients or prospective clients with whom we are taking steps to enter into a business relationship, we collect (to the extent permitted by applicable law) data related to:

personal details such as your name, identification number, date of birth, compliance related documents (including copies of national identity cards or passports), phone number, address and domicile, electronic address, and family details such as the name of your spouse, partner or children;
where relevant, financial information, including payment and transaction records and information relating to assets (including real properties), financial statements, liabilities, taxes, revenues, earnings and investments (including your investment objectives);
tax domicile and other tax-related documents and information;
where relevant, professional information, such as education, job title and work experience;
knowledge of and experience in investment matters;
details of our interactions with you and the products and services you use, including electronic interactions across various channels such as e-mails and mobile applications;
identifiers we assign to you, such as your client, business relation, contract, partner or account number, including identifiers for accounting purposes; and
in some cases (where permitted and required by law), special categories of personal data, such as biometric information, political opinions or affiliations, health information, racial or ethnic origin, religious or philosophical beliefs, and, to the extent legally possible, information relating to criminal convictions or offences.

In order to comply with the legal provisions applicable, in particular as a part of the client segmentation process, the Company collects and processes information from and on its clients and prospective clients about their personal and financial circumstances. In this context, the Company may also process personal profiles and particularly sensitive personal data. If you refuse to disclose such information, the Company may not be able to provide specific services, may not be allowed to enter into a business relationship or must terminate the relationship.

We always process personal data for a specific purpose and only process the personal data which is relevant to achieve that purpose. In particular, we process personal data, within applicable legal limitations, for the following purposes:

to verify your identity and assess your applications in client onboarding and having appropriate client records
to perform legal and regulatory compliance checks below
to manage our relationship with you, including communicating with you in relation to the services you obtain from us and from our business partners, handling customer service-related queries;
to help us to learn more about you as a client, your preferences on the products and services you receive, and other products and services, and our business partners you may be interested in receiving;
to provide services to you and ensuring their proper execution, for instance by ensuring that we can identify you, in accordance with your instructions;
Engaging in prospecting and business development and / or protecting and enhancing our brand and reputation:
to evaluate whether and how we may offer services that may be of interest to you;

You may contact us for any data protection concerns and to exercise your rights under applicable laws.

We will only retain personal for as long as necessary to fulfil the purpose for which it was collected and/or to comply with legal, regulatory or internal policy requirements. The Company must not and will not delete this information upon or shortly after termination of a business relation but will keep this data stored as required by applicable legislation.

The Company may and will share Personal Data with third parties in the framework of the outsourcing of business activities to the extent required and permitted.

The Company maintains adequate internal guidelines and compliance programs for the processing of personal data. Clients have the right to obtain information on their personal data processed by the Company.

On Outsourcing of Essential Business Activities

The Company reserves to outsource essential operational tasks to third parties. Further, specific functions in data management (including storage of personal client data) and legal advice are outsourced to trustworthy partners in Switzerland, in EEA countries or Singapore.

On Customer Complaints / Ombudsman’s Office

We take complaints from our customers seriously. Persons not involved in the business relationship in question review such complaints internally. Clients, who are not satisfied with the way their complaint is treated or with the outcome of the complaint assessment by the Company, may initiate mediation proceedings with the Ombudsman’s Office of FINOS, Finanzombudsstelle Schweiz, Talstrasse 20, 8001 Zurich, Switzerland. Mediation proceedings before the ombudsman’s office are cost free for clients and may be conducted in German, French, Italian or English. X ESS AG reserves to respond in such proceedings in the German or English language only.

Valid from July 2025 – ask for any updates of this brochure