SYDVESTOR AS is a securities firm licensed to provide investment services.

Organization Number: 981139429

LEI Number: 549300O1X7NEUCWY7P33

Address: Sjøgata 41, 6065 ULSTEINVIK, Norway

Supervisory Authority: FINANSTILSYNET, Norway

Registration Date: 16.08.2000

Services

Investment Services, pursuant to the Securities Trading Act § 2-1 (1):

• No. 4: Portfolio Management

• No. 5: Investment Advice

• No. 7: Placement of financial instruments where the firm does not provide underwriting guarantee

Ancillary Services, pursuant to the Securities Trading Act § 2-6 (1):

• No. 1: Custody and administration of financial instruments on behalf of clients

• No. 3: Advice on capital structure, strategy, etc.; advisory and services related to mergers and acquisitions

• No. 4: Services related to foreign exchange transactions in connection with the provision of investment services

• No. 5: Preparation and dissemination of investment recommendations, financial analyses, etc.

• No. 6: Services related to underwriting guarantees

Branches in Norway:

SYDVESTOR AS AVD OSLO

Organization Number: 829894882

Address: Universitetsgata 8, 0164 OSLO, Norway

Branch Registration Date: 11.08.2022

SYDVESTOR AS AVD BERGEN

Organization Number: 929895002

Address: Blaauwgården C. Sundts gate 1, 5004 BERGEN, Norway

Branch Registration Date: 21.09.2022

Contact Information for Finanstilsynet:

Visitor Address: Revierstredet 3, 0151 Oslo

Postal Address: Postboks 1187 Sentrum, 0107 Oslo

Phone: 22 93 98 00

Email: post@finanstilsynet.no

Org. Number: 840 747 972

Investing in and trading financial instruments and other related products involves the risk of loss. The invested capital can increase or decrease in value. The value of financial instruments depends, among other things, on fluctuations in financial markets and macroeconomic conditions. Historical value development and returns are not reliable indicators of future performance and returns on financial instruments.

Investments in unlisted companies carry particular risks, and the Client understands that there may be further issuances, liquidity in the investment cannot be guaranteed, and realizing the investment may take a long time.

The Client must independently evaluate the risks associated with the specific instrument and market in connection with the investment.

The Firm is required to classify all clients into different categories depending on their level of professionalism. Clients are to be classified as either non-professional clients, professional clients, or eligible counterparties. The extent of legal protection a client receives depends on their category. Changing the client category must be approved by the Firm. Even if the conditions for reclassification outlined below are met, the Firm is still free to decide whether it wishes to comply with a request.

Client Classification

The Firm classifies clients as either non-professional clients or professional clients (including what is referred to as eligible counterparties in EU regulations). The Firm shall inform clients about any rights they have concerning the possibility of a different classification, and any limitations in the level of client protection a different classification would entail. This information shall be made available on a durable medium. Upon request from the affected client or on its own initiative, the Firm may treat the client as follows:

• As a professional or non-professional client, if the client would otherwise be considered an eligible counterparty.

• As a non-professional client, if the client would otherwise be considered a professional client.

Classification as a Professional Client

Clients are considered professional in relation to all investment services and financial instruments when:

1. Qualified counterparties mentioned in the Securities Trading Act § 10-6 first paragraph item 1.

2. Large enterprises that meet at least two of the following three size requirements:
   

   • Accounting balance in Norwegian kroner equivalent to at least 20,000,000 euros.

   • Annual net turnover in Norwegian kroner equivalent to at least 40,000,000 euros.

   • Own capital in Norwegian kroner equivalent to at least 2,000,000 euros.
     

3. National and regional authorities, including public bodies that manage public debt at the national or regional level, central banks, and international and supranational institutions.

4. Other institutional investors whose main activity is to invest in financial instruments, including special entities for securitization.

Classification as Eligible Counterparty/Professional Client

Firms authorized or regulated to operate in financial markets in the EEA or third countries and are considered, or operate similarly to:

• Credit institutions

• Investment firms

• Insurance companies

• Other authorized or regulated financial institutions

• Collective investment schemes and their management companies

• Pension funds and their managers

• Commodity and commodity derivatives dealers

• Local firms

• Other institutional investor
  

Non-professional Clients Who Can Request to Be Treated as Professional

A non-professional client can request to be treated as a professional client if at least two of the following three criteria are met:

• The client has conducted significant transactions in the relevant market, on average, ten times per quarter over the previous four quarters.

• The size of the client's financial portfolio (cash and financial instruments) exceeds an amount in Norwegian kroner equivalent to 500,000 euros.

• The client works or has worked in the financial sector for at least one year in a position that requires knowledge of the relevant transactions or investment services.
  

Procedure Requirements for Waiving Non-professional Protection

If the client requests to be treated as a professional, the client must provide the Firm with written notice that they wish to be treated as a professional, either generally or in relation to a specific investment service or transaction type.

• The Firm shall provide the client with a written warning. The warning must clearly state the investor protection and rights that are being waived.

• The client must declare in a document separate from the client agreement that they understand the consequences of waiving this investor protection.

• The Firm must take all reasonable steps to ensure that the non-professional client meets the requirements to be treated as a professional before deciding to grant the request. The Firm may only comply with the request if it can reasonably determine that the client has the necessary experience, knowledge, and expertise to make investment decisions regarding relevant investment services, financial instruments, or transactions and understands the associated risks.
  

Classification of Existing Clients

The Firm shall inform clients whether they are classified as non-professional clients, professional clients, or eligible counterparties. If Sydvestor becomes aware that a professional client no longer meets the conditions to be classified as a professional client, Sydvestor shall take appropriate measures.

Introduction

The Company’s operations shall at all times be organized in such a way that the risk of conflicts of interest between the Company, its managers, its parent company, and the Company's clients, or between the Company's clients themselves, is minimized.

A set of instructions and procedures have been developed to prevent conflicts of interest. If conflicts of interest cannot be avoided, the Company shall ensure that the client's interests take precedence over the Company's interests, and that certain clients are not unfairly favored at the expense of other clients.

If potential conflicts of interest are identified in connection with the Company's operations, the CEO shall determine what measures are to be implemented. The CEO shall approve the measures to be carried out, including whether they are sufficient to mitigate any potential/actual conflict of interest, and shall approve the information provided to clients about conflicts of interest. Documentation of the measures taken shall be secured and stored.

Identification

The Company shall take all appropriate steps to identify conflicts of interest between the Company and its clients and between the clients themselves.

As part of this identification process, the Company shall at a minimum consider whether the Company, relevant persons, or persons associated with the Company through direct or indirect ownership:

• Could gain a financial benefit or avoid a financial loss at the expense of the client,

• Have an interest in the outcome of the service provided or the transaction conducted that is different from the client’s interest,

• Have financial or other incentives to prioritize the interests of another client or group of clients over the interests of the client,

• Conduct the same type of business as the client, or

• Will receive compensation for the service provided to the client from a person other than the client, in the form of money, goods, or services other than the standard fee for the service.

Circumstances that May Lead to Conflicts of Interest

The Company has identified the following circumstances that may lead to conflicts of interest related to the individual investment services and associated services performed by or on behalf of the Company:

• Employee compensation and incentive schemes.

• Employees’ own roles, positions, and interests.

• Affiliations or benefits for employees using particular third parties to perform services.

• Employees’ affiliations with clients that could lead to one or more clients being unfairly favored at the expense of other clients.

• The Company’s own capital management.

Organization – Measures to Handle Conflicts of Interest

To minimize the risk of conflicts of interest between the Company and its clients, or between the Company's clients themselves, the following organizational measures, among others, have been implemented:

• Employees providing investment advice do not receive compensation directly tied to the products in which the client invests or directly tied to the client's decision to invest or not invest.

• The facilitation business shall be separated from other business operations.

• To the extent the Company receives information that may be considered insider information, such information shall only be handled by employees deemed to be "concerned."

• Employees' own roles and positions generally require prior approval from the Company, cf. "Instructions regarding employees' own trading and access to engage in business activities."

• All employees of the Company are subject to a general duty of confidentiality concerning what they learn about others' affairs during their employment.

Information to the Client

If the measures outlined in Section 4 are not sufficient to ensure the client's interests are safeguarded in a satisfactory manner, the Company shall inform the client about the potential conflict of interest. The Company cannot conduct transactions on behalf of the client until the client has been informed.

The information shall be provided in writing, and those appointed as the professional leaders of the relevant department are responsible for ensuring the client receives the information. The information shall be sufficiently detailed to allow the client, based on their circumstances, to make an informed decision regarding the service affected by the conflict of interest.

The information provided to the client shall be tailored to the client's level of professionalism.

Revision

The Company shall continuously review and revise these guidelines, at a minimum on an annual basis. The Company shall take all necessary steps to address any deficiencies in the guidelines that are uncovered during the review.

Documentation

If a conflict of interest arises in connection with the provision of an investment service or an ancillary service, the CEO shall ensure satisfactory documentation where the conflict of interest poses a real risk of harm to one or more clients' interests.

The documentation shall be included in an annual report to the Company's Board of Directors on the management of conflicts of interest.

Purpose

Sydvestor shall, when executing client orders, take sufficient measures to achieve the best possible result for the client. The company shall have effective systems, procedures, and arrangements to ensure compliance with the provisions on best execution of orders, including having guidelines for the execution of client orders. Securities firms that provide receipt and transmission of orders shall take specific measures to achieve the best possible result for their clients when respectively placing or transmitting orders for execution with other firms. The company shall have guidelines enabling it to fulfill these obligations.

Definitions

Client: In this context, a "client" is defined as an investor.

Execution of orders on behalf of the client: Entering into agreements to buy or sell financial instruments on behalf of clients.

A significant change: A significant change shall be a significant event that can affect the parameters for best execution, such as cost, price, speed, probability of execution and settlement, size, nature, or other relevant factors for order execution.

General Requirements

The company ensures that all reasonable measures are taken to achieve the best possible result for a client, to the extent that the company executes an order or a particular part of an order based on specific instructions from the client regarding the order or a specific part of the order.

Assessments of Client and Order

Before taking all necessary measures to achieve the best possible result, the company shall carry out the following assessments:

• Categorization of the client - determining whether the client is a non-professional or professional client.

• Categorization of the order.

• Categorization of the financial instruments subject to the order.

Best Possible Result

The assessments shall be taken into account when ensuring that all necessary measures are taken to achieve the best possible result for its clients. The following factors shall be considered:

• Price

• Costs

• Likelihood of execution and settlement

• Size

• Nature

• Other considerations relevant to the execution of the order

• In a specific client instruction, the company shall execute the order based on this instruction.
  

Execution Guidelines

Review of Guidelines

The company shall review its order execution guidelines at least annually. These guidelines shall ensure that the company executes orders to achieve the best possible result for its clients, which shall be checked during the annual review.

A review shall also be conducted when a significant change occurs that affects the company's ability to consistently achieve the best possible result for the execution of its client orders. The company shall assess whether a significant change has occurred and shall consider whether changes should be made regarding the significance of the factors for best execution concerning fulfilling the overall requirement for best execution.

Customer Information

Guidelines

In good time before providing the service, the Company shall provide customers with information about the Company's guidelines for order execution.

The information to be provided includes:

• Explanation of the relative importance the Company attaches to the factors, or the method the Company uses to determine the relative importance of these factors.

• Information that the Company executes orders outside a trading venue and the consequences of this, such as counterparty risk arising when orders are executed outside a trading venue. If requested by the customer, additional information about the consequences of such execution shall be provided.

• Clear and explicit warning that any specific instructions from the customer may prevent the Company from taking the measures designed and implemented in its order execution policy to achieve the best possible result, with respect to elements covered by these instructions.

• Summary of the process for the execution strategies used, methods, and processes used to analyze the quality of order execution, and how the Company monitors and controls that the best possible result is achieved for the customer.

This information shall be provided on a durable medium or website.

If a customer requests information about the Company's guidelines and procedures and how they are reviewed by the Company, and the request is reasonable and proportionate, the Company shall respond clearly and within a reasonable time.

Third-Party Payments

The Company shall only accept payments from third parties if the payment is designed to enhance the quality of the relevant service to the customer and does not undermine compliance with the Company's duty to be fair, honest, and professional in accordance with the customer's best interests.

Customer Information

The nature and amount of the payment must be clearly disclosed to the customer, in a manner that is accurate and understandable. The information must be provided before the third party delivers the service. The information shall include a description of the fees the Company charges to all counterparties participating in the transaction. If these fees vary from customer to customer, the information shall include the highest fees that may be imposed. Where relevant, the Company shall also inform the customer about fees, commissions, and benefits provided in connection with the offer of investment or ancillary services.

Non-Professional Customers

When executing orders for non-professional customers, the Company shall provide customers with a summary of the relevant guidelines, focusing on the total costs incurred by the customer. The summary shall also include a reference to the latest information on order execution quality published.

Receipt and Transmission of Orders

When receiving and transmitting orders, the Company shall act fairly, honestly, and professionally to ensure the customer's best interests when transmitting client orders for execution to other firms.

Guidelines

The Company shall establish and implement guidelines for the various classes of instruments. For each class, the Company shall identify the firms to which the orders are placed or to which the Company transmits orders for execution. These firms shall have arrangements for execution to ensure that the customer's best interest is safeguarded when the Company places orders with or transmits orders to these firms for execution. The Company shall regularly monitor how the guidelines function and shall also monitor the quality of execution at the firms identified in the guidelines. Any deficiencies discovered shall be corrected. The Company shall review guidelines and procedures at least annually. This review shall also be conducted for significant changes concerning which trading venues or entities are considered reliable, with a view to fulfilling the overall requirement for best execution.

Customer Information

The Company shall provide information to its customers about the established guidelines and provide the customer with appropriate information about the Company and its services, and the entities selected for execution. In selecting other firms to execute client orders, the Company shall annually, for each class of financial instruments, publish a summary of the five most important firms, measured by trading volumes, to which they have transmitted client orders or placed client orders for execution in the preceding year, as well as information on the quality of order execution achieved. The information shall be in line with the information published in accordance with ESMA's technical regulatory standards. See them here: [link]

Upon reasonable request, the Company shall provide customers and prospective customers with information about firms to which orders are transmitted or placed for execution.

Legal Basis: Article 46 of EU 2017/565

Our terms and conditions ("Terms and Conditions") are prepared in accordance with the Securities Trading Act (STA) and associated regulations.

Terms defined in the STA have a corresponding meaning when used in the Terms and Conditions.

The Terms and Conditions may vary, and therefore reference is made to the written Terms and Conditions which, together with a Service Agreement (for the specific assignment), constitute the entire agreement.

Customers of the Company are deemed to have adopted the entire agreement as binding upon them when the customer, after receiving the terms, submits orders, enters into agreements, or carries out transactions with us.