INFORMATION ON MATERIAL RISK FACTORS

1. Introduction.

The entities forming part of Samana Group Holding offer Investors a range of opportunities, including a convertible loan, the acquisition of real estate in the Dominican Republic, and an asset swap. Samana Group Holding also offers the issuance or acquisition of shares in affiliated companies. Before selecting an investment, the Investor should review the following information on material risk factors. The risks indicated, should they materialise, may have a negative impact on the operations of the individual entities within Samana Group Holding, including on the achievement of the goals set by the Investor. At the same time, Samana Group Holding indicates that the list of risks set out may not be exhaustive in nature. As at the date of preparing this Information, Samana Group Holding is not able to foresee all risks associated with the Holding's activities, as such risks may emerge, for example, as a result of a change in the macroeconomic situation or a change in the situation on the market on which the Holding operates, and these risks cannot be foreseen in advance. Through the totality of the measures it undertakes, Samana Group Holding strives to minimise all risks associated with its activities, whereby the occurrence of these risks and their potential negative impact on the operations of Samana Group Holding also depends on external factors.

2. Risk associated with the macroeconomic situation, including COVID-19, inflation and the war in Ukraine

When making an investment in Samana Group Holding, one should take into account the risk associated with the macroeconomic situation in the Republic of Poland, Europe, the Dominican Republic and worldwide, as well as macroeconomic indicators such as the inflation rate, the unemployment rate, fuel and utility prices, the level of interest rates, and gross domestic product. Also significant is the economic slowdown associated with the coronavirus pandemic (COVID-19) or recurrences of that disease. The COVID-19 pandemic contributed to a slowdown of economic processes in Poland and worldwide. A potential reinstatement of the state of epidemic and the related restrictions on the mobility of persons in connection with COVID-19 may have a negative impact on the operations of Samana Group Holding, whereby this risk is not currently significant. A decline in demand for the real estate offered by Samana Group Holding may also result from the cyclically rising inflation rate and cyclical increases in interest rates. A decline in demand may in turn lead to a deterioration of Samana Group Holding's financial results and a limitation of its ability to achieve the Holding's goals. It also cannot be ruled out that the ongoing war in Ukraine, as well as the related increase in fuel and utility prices, will have a negative impact on the operations of Samana Group Holding, e.g. through a general reduction in consumer demand. In order to minimise the risks associated with the economic slowdown and COVID-19, Samana Group Holding, for its part, carries out measures aimed, among other things, at:

• (i) monitoring the status and scope of the restrictions imposed by the central authorities, as well as their impact on the operations of Samana Group Holding,
• (ii) the ongoing adjustment of Samana Group Holding's business strategy to the changing economic conditions associated with a possible recurrence of the COVID-19 pandemic and with other macroeconomic factors.

3. Risk associated with the lack of a financial history and the lack of an operating history

Samana Group Holding acknowledges that, in 2024, it is a group of entities without a longer financial history, but with a longer operational history. The Holding's main companies were established in 2022–2023.

Samana Group Holding is the result of more than twenty years of activity of the entities belonging to the Holding, including their founders, which is why it is not subject to the risks characteristic of new projects and novice entrepreneurs. The business concept that Samana Group Holding implements today originated in the early 2000s, and the first entity implementing its assumptions was established in 2007. The company DiMaria, currently belonging to Samana Group Holding, while conducting surveying and advisory activities, began in 2007 to acquire land on the Samaná peninsula, which today constitutes the Holding's land assets. Over the years, this company developed a number of well-regarded tourism investments, such as Dominican Tree House Village, El Valle Lodge, Hacienda Cocuyo and Unique Exotic Hotel, which also currently belong to the Holding.

The risks are also reduced by the rich experience and significant achievements of the Holding's founders and its key advisors in the real estate industry. Since 2007, the following persons have been involved in Samana Group Holding: (i) Tomas Avogadro, an Argentine entrepreneur, a specialist in surveying and the real estate market, a long-time resident of the Dominican Republic, as well as (ii) Shannon Robertson, who for 20 years held the position of Managing Director for the Latin America region at the American corporation JLL, which is the second-largest global commercial real estate services firm, also a long-time resident of the Dominican Republic. Since 2021, (iii) Marek Zmysłowski has been involved in the Holding's activities, an internet marketing and sales expert, co-founder of many global brands, including SunRoof and Jumia Travel, where he contributed to the company's debut on the New York Stock Exchange (NYSE) (JMIA), also a resident of the Dominican Republic. In 2023, Piotr Baran joined the group of founders of Samana Group Holding, co-founder and CEO of PCG and a Member of the Management Board of the Polish Association of Developers (Polski Związek Firm Deweloperskich), possessing considerable experience in the development and construction of large-scale real estate investments, not yet residing in the Dominican Republic. Among the advisors to the founders of Samana Group Holding are, among others, Ludwik Sobolewski, a doctor of law, an expert in capital markets and a former president of the Warsaw and Bucharest Stock Exchanges, as well as Adelaida Adames, a legal counsel (radca prawny) managing the legal process of the development of the Punta Cana projects, and Krzysztof Kochanowski, an attorney (adwokat) specialising in services for enterprises, and legal counsel (radca prawny) Maria Kobryń, specialising in the acquisition of foreign real estate.

Like any new entity, Samana Group Holding is also exposed to the risk of failure as regards the achievement of its business assumptions, including the generation of revenues and profits at a specified level, the achievement of the assumed business and sales goals, etc. In the opinion of Samana Group Holding, this risk cannot be ruled out, whereby it is reduced, among other things, by the fact that the founders of Samana Group Holding, as well as the key advisors of Samana Group Holding, had previously conducted activities related to real estate trading.

4. Risk associated with failure to achieve the objectives of the issue (a risk specific only to the company under the name: SAMANA NOMAD CITY S.A.)

The company under the name Samana Nomad City S.A., within the framework of the share issue, raises funds in order to achieve the objectives indicated in the relevant information document. The totality of market conditions may, however, cause these objectives not to be achieved in whole or in part, or their achievement to depend on the involvement of additional financial resources (e.g. as a result of the absence of the assumed revenues from the pre-sale of apartments). The Company has no guarantee that the measures it has taken will be sufficient to achieve these objectives. In order to minimise this risk, the Company nevertheless carries out the necessary and ongoing analyses, among other things with regard to the costs associated with the planned activities of the Company for which funds are being raised within the framework of the issue. It cannot, however, be ruled out that, at a later time, external factors of a factual or legal nature will emerge that will force the Company to adjust the adopted plans, e.g. by limiting them or by the necessity of involving additional financial resources in order to fully implement these plans.

5. Risk associated with disruption of the materials supply chain

In connection with changes in the macroeconomic situation, delays may occur in the supply of materials necessary for carrying out the investments implemented by Samana Group Holding. The Holding counteracts the occurrence of this risk by establishing lasting business relationships with local suppliers of materials. Thanks to this, should this threat arise, it will be possible - without detriment to the investment - to obtain the materials necessary for the implementation of the projects from local suppliers familiar with the needs and expectations of Samana Group Holding.

6. Risk associated with the inability to use a given technology

In its activities, Samana Group Holding uses proprietary technologies, such as modular houses or solar roofs (which should be distinguished from “ordinary” photovoltaics). There is a risk that changes in the macroeconomic situation or changes in the financial or business situation of the suppliers of these technologies will result in the inability to continue cooperation with them. Samana Group Holding counteracts the occurrence of this risk by establishing lasting business relationships with local suppliers of materials and by seeking alternative suppliers of technology. Thanks to this, Samana Group Holding will be able to replace a given proprietary technology with the one most similar to it. For example, a solar roof can be replaced with “ordinary” photovoltaics, which are manufactured in many different places around the world.

7. Risk associated with the lack of access to the investment site

Changes in the macroeconomic situation or the effect of force majeure may make it impossible for owners to use the real estate at the investment site over a longer period, in particular in connection with possible disruptions to passenger traffic. Samana Group Holding counteracts the emergence of this risk by opening up to local clients interested in purchasing real estate within the Samana Project, and by monitoring and expanding the knowledge of owners or investors regarding the transport options that allow constant access to the real estate. In a similar way, Samana Group Holding is ready to counteract threats associated with a possible new pandemic, because the nature of the project enables a transition from seasonal use of the real estate to year-round use.

8. Risk associated with natural disasters

Samana Group Holding is aware that natural disasters, such as earthquakes, may pose a threat to the investment. It should be noted that earthquakes occur in the Dominican Republic less frequently than in the neighbouring Republic of Haiti, are characterised by a lower intensity of tremors and cause significantly fewer losses in human life and property. By way of comparison, in total in the years 1943-2021 in the Dominican Republic, slightly more than 2,500 people died as a result of earthquakes (99% of them in 1946), whereas in the Republic of Haiti, in 2010 alone, approximately 300,000 people died. Earthquakes in the Dominican Republic occur much less frequently than in popular California in the United States. In the period 1943-2021, a total of 11 earthquakes were recorded in the Dominican Republic. In the years 1941-2022, a total of 52 earthquakes were recorded in California. In the Dominican Republic, in total fewer than 3,000 people were affected by earthquakes, whereas in California more than 10,000. Samana Group Holding counteracts these threats by purchasing an insurance policy specially selected for these threats.

9. Risk associated with a possible delay in the implementation of the investment

The implementation of any development undertaking may be delayed. Samana Group Holding counteracts the negative effects of delays by replacing bank credits and loans with capital raised from investors. Samana Group Holding also counteracts the negative effects of delays by enabling investors to derive profit from the revenues from managing the constructed real estate. Samana Group Holding does not warrant that the instruments indicated above, which are intended to counteract the negative effects of delays in the implementation of the investment, will enable investors to generate a profit in the event of any delays. Moreover, Samana Group Holding commences the investment process at the moment when at least 30% of potential buyers have concluded arrangements concerning the acquisition of real estate (including preliminary agreements).

10. Risk associated with the local political situation

There are many myths about political stability in the Caribbean. However, the Dominican Republic, unlike the Republic of Haiti, Cuba or other countries of the region, is a stable democracy based on stable law. The Constitution provides that everyone - both a citizen of the state and a foreigner - has equal rights and may freely conduct business activity. The civil law system is based on the Napoleonic Code, which gives a sense of stability of the regulations and of a connection with developed, European legal concepts. This risk may occur, although its probability is, in the assessment of Samana Group Holding, minimal. Moreover, shares in the company Samana Group REH S.r.l. are also held by citizens of the Dominican Republic, and this company's relations with the local authorities and community are good, which has a favourable effect on the security of the investment.

11. Risk associated with climate change

It is common knowledge that the climate is changing, which may lead to long-lasting weather anomalies that may hinder access to water, increase the threat of flooding of real estate, etc. Samana Group Holding counteracts these risks by carrying out its investments on a hill, ensuring constant access to drinking water through its own source, and also by preparing to implement projects aimed at desalinating salt water. Moreover, Samana Group Holding carries out its investment using a technology that is ecological and created with a view to counteracting the negative consequences of hurricanes, earthquakes and other similar phenomena. The technologies that will be used by Samana Group Holding (including Qmodular) are intended to protect users of the real estate against climate risks.

12. Risk associated with the lack of a uniform system for recording real estate ownership

In the Dominican Republic, there is no uniform system for recording real estate ownership comparable to the Polish land and mortgage register system. In connection with the above, there is a risk of acquiring real estate from persons who are not in fact the owners. In order to minimise this risk, the company Samana Group REH S.r.l. has established close cooperation with a modern, reputable law firm, which prepares a thorough due diligence of a given property before each transaction. In this way, Samana Group Holding has complete and verified documentation of the real estate and acquires it exclusively from an authorised entity.

13. Risk concerning subcontractors and external services

Within the framework of its activities, in addition to the activities performed by employees, Samana Group Holding will also use the services of subcontractors, among other things in the scope of the construction of the Samana Nomad City complex, the fitting-out of apartment interiors, etc. Samana Group Holding will also use external services, e.g. legal, accounting, HR and transport services. There is a risk that the indicated subcontractors and persons providing external services will fail to perform the agreements concluded with Samana Group Holding, or will perform their duties improperly or in an untimely manner. This may cause temporary problems in the operational activities of Samana Group Holding (including delays in the implementation of the construction process) until new subcontractors are found or appropriate persons are employed at Samana Group Holding. With regard to external services, there is a risk that improper performance of duties by service providers will result in causing Samana Group Holding material or reputational damage. In order to limit the indicated risk, Samana Group Holding exercises due diligence during the process of seeking subcontractors and providers of external services, and also cooperates primarily with persons who have experience in activities related to real estate trading.

14. Risks associated with the financial liquidity of the individual entities within Samana Group Holding and with any bankruptcy or restructuring proceedings

In the event of a general deterioration of the situation on the market on which Samana Group Holding conducts its activities, among other things through a decline in demand for the real estate offered by Samana Group Holding, there is a risk of deterioration or loss of financial liquidity by the individual entities within Samana Group Holding. A decline in revenues may have a negative impact on the financial liquidity of the Holding or of the individual companies. A significant deterioration of financial liquidity may in turn lead to the bankruptcy of the individual companies. The management boards of the individual companies forming part of the Holding are aware of the time limits under Polish or Dominican bankruptcy law and are obliged to file the appropriate motions should the grounds for this arise, so that the possibility of satisfying investors' claims is as great as possible.

With regard to Polish regulations: pursuant to Article 10 of the Act of 28 February 2003 – Prawo upadłościowe (Bankruptcy Law) (hereinafter the „Prawo Upadłościowe”), bankruptcy is declared in respect of a debtor who has become insolvent. A debtor is deemed insolvent if it has lost the ability to perform its due monetary obligations. It is presumed that a debtor has lost the ability to perform its due monetary obligations if the delay in performing the monetary obligations exceeds three months. A debtor that is a legal person or an organisational unit without legal personality to which a separate act grants legal capacity is also insolvent when its monetary obligations exceed the value of its assets, and this state persists for a period exceeding twenty-four months. In the event of a declaration of bankruptcy, the creditors of the Company will be satisfied in the order indicated in the provisions of the Prawo Upadłościowe. It should furthermore be borne in mind that the bankruptcy court will dismiss a motion to declare the bankruptcy of the Company if the Company's assets are insufficient to cover the costs of the bankruptcy proceedings or are sufficient only to cover those costs. In the event of the Company's insolvency or a threat of insolvency, the Company may furthermore be subjected to restructuring proceedings on the terms described in the provisions of the Act of 15 May 2015 – Prawo restrukturyzacyjne (Restructuring Law). The declaration of bankruptcy or the restructuring of the Company entails the risk of the loss of all or part of the funds invested by investors. The Company takes measures in order to minimise the indicated risks, among other things by adjusting the Company's business strategy to the changing economic conditions.

15. Risks associated with changes in legal and tax regulations

It cannot be ruled out that potential changes to Dominican or Polish regulations will tend towards the tightening of certain rules, as a result of which the conduct of activities by Samana Group Holding may become more difficult and more costly. An additional source of risk may be the interpretation of particular legal and tax provisions by public administration authorities. In many cases and factual circumstances, a dispute may arise as to the interpretation of particular provisions between the public administration authorities and Samana Group Holding. A potential unfavourable resolution of the dispute may also have financial implications, including the insolvency of the individual companies within Samana Group Holding. In order to limit the indicated risks, Samana Group Holding uses legal and tax services in the Republic of Poland and in the Dominican Republic. Thanks to these services, Samana Group Holding is appropriately prepared for potential changes to the regulations, having the ability to adapt to the changing legal and tax environment.

16. Risk associated with taxes paid directly by the investor

The investor must reckon with the necessity of paying the appropriate taxes in the Republic of Poland and/or in the Dominican Republic. The taxes burden exclusively the investor, and Samana Group Holding is not responsible for their payment or for the timeliness of their payment. Samana Group Holding does not provide the investor with support in the area of taxes, and may only assist in finding a Dominican or Polish tax advisory office appropriate for the investor.

17. Risk associated with the procedure for increasing the Company's share capital (the risk concerns exclusively the company under the name: Samana Nomad City S.A.)

The issue of the Company's shares is carried out on the basis of a Resolution defined in the relevant Investment Document. A resolution of the Company's general meeting concerning the increase of the share capital may be challenged by way of the actions provided for in the provisions of the Kodeks spółek handlowych (Commercial Companies Code), i.e. an action to set aside the resolution and an action to declare the resolution invalid. The entities entitled to bring this type of action are the management board, the supervisory board, individual members of its bodies, and shareholders in specified cases. The risk of challenging the Resolution is, however, in the Company's opinion, slight. It cannot be entirely ruled out; nevertheless, according to the information held by the Company, there are no grounds for challenging the Resolution, nor have any actions in this respect been taken by authorised persons. Independently of the question of challenging the Resolution, the risk may also be constituted by the very process of registering the increase of the Company's share capital by the registry court. The increase of the Company's share capital is effective upon entry into the rejestr przedsiębiorców KRS (the entrepreneurs' register of the National Court Register), and the registry court may refuse the entry in the cases specified by law, among other things when the increase was reported to the registry court after the deadline or where there has been an infringement of the provisions concerning the increase of the share capital. In the event of the potential materialisation of the indicated risk, the investors will be refunded the funds previously paid by them in respect of the subscription for shares in the increased share capital. The refund of the funds will be made without interest.

18. Risks associated with the course of the public offering of the Company's shares (concerns only the company under the name: Samana Nomad City S.A.)

In the case of conducting a public offering by a joint-stock company, the Komisja Nadzoru Finansowego (Polish Financial Supervision Authority) is afforded a range of supervisory powers. Pursuant to Article 16 of the Act of 29 July 2005 on Public Offering and the Conditions for Introducing Financial Instruments to the Organised Trading System and on Public Companies, in the event of an infringement of the provisions of law in connection with a public offering by an issuer, or a justified suspicion of such an infringement, or a justified suspicion that such an infringement may occur, or in the event of failure to implement the recommendations of the Komisja Nadzoru Finansowego, the Commission may:

• (i) order the suspension of the commencement of the public offering or the interruption of its course, for a period no longer than 10 business days, or
• (ii) prohibit the commencement of the public offering or its further conduct, or
• (iii) publish, at the issuer's expense, information about the unlawful conduct in connection with the public offering.

In the case where the gravity of the infringement of the provisions of law in connection with the public offering by the issuer is slight, the Commission may issue a recommendation to cease infringing those provisions. After the recommendation has been issued, the issuer is obliged to refrain from commencing the public offering, or interrupts its course, until the infringements indicated in the recommendation have been remedied, if this is necessary to remedy those infringements. In connection with a given public offering, the Commission may apply the measures indicated above on multiple occasions. Infringements of Article 16 of the Act of 29 July 2005 on Public Offering and the Conditions for Introducing Financial Instruments to the Organised Trading System and on Public Companies consisting in the issuer failing to comply with an order of the Commission, or complying with it improperly, or infringing a prohibition of the Commission, are additionally subject to a financial penalty, which may be imposed by the Komisja Nadzoru Finansowego, of up to PLN 5,000,000.

The supervisory measures indicated in Article 16 of the Act of 29 July 2005 on Public Offering and the Conditions for Introducing Financial Instruments to the Organised Trading System and on Public Companies may also be applied in the cases indicated in Article 18 of the Act of 29 July 2005 on Public Offering and the Conditions for Introducing Financial Instruments to the Organised Trading System and on Public Companies, i.e. where:

• (i) the public offering of shares would significantly infringe the interests of investors;
• (ii) there are grounds which, in the light of the provisions of law, may lead to the cessation of the issuer's legal existence;
• (iii) the issuer's activity was or is conducted in flagrant infringement of the provisions of law, which infringement may have a material impact on the assessment of the issuer's securities, or which, in the light of the provisions of law, may lead to the cessation of the legal existence or the bankruptcy of the issuer, or
• (iv) the legal status of the shares is inconsistent with the provisions of law, and, in the light of those provisions, there is a risk of the shares being deemed non-existent or encumbered with a legal defect having a material impact on their assessment.

The Company limits the indicated risk through cooperation with specialised entities and appropriate internal supervision over the process of the public offering of shares.

19. Risks associated with crowdfunding (equity crowdfunding)

Before investing funds in projects in the area of crowdfunding (equity crowdfunding), it is recommended that the investor familiarise themselves with the risks set out below associated with investing in the equity rights of commercial-law companies, whether Polish or Dominican. The risks indicated are not exhaustive in nature. For a comprehensive analysis of the risks associated with investing in the shares and stakes of companies within the framework of crowdfunding campaigns, it is recommended that the investor contact a professional advisor, including a legal and financial advisor.

20. Risk of a low frequency of dividends or of no dividends

The companies forming part of Samana Group Holding, in particular those raising capital within a crowdfunding campaign, do not guarantee the cyclical payment of dividends. A dividend is not a benefit that is due to a shareholder by operation of law. The payment of a dividend requires the company to demonstrate a profit for a given financial year and the adoption of a resolution by the company's general meeting on the distribution of profit and the payment of a dividend. A significant portion of the companies raising funds from investors are in a development phase, and any profits generated by the companies within the framework of their business activity will subsequently be reinvested, which means that these funds will not be allocated to the payment of dividends to shareholders. The payment of a dividend to shareholders (holders of stakes or shares) is possible, whereby this is not covered by a guarantee on the part of the companies, in particular those raising funds within a crowdfunding campaign. Samana Group Holding indicates that it plans to pay a dividend to investors, provided that the individual companies generate a profit, whereby the exact date of payment and the amount of the dividend will depend on the amount of profit generated by a given company and on the level of the current costs of that company's operational activity.

21. Risk of a limited possibility of disposing of shares or stakes

An investor who subscribes for shares or stakes of a company within Samana Group Holding, in particular within a crowdfunding campaign, subsequently has the possibility of disposing of them, e.g. on the basis of a civil-law sale agreement. It remains, however, the responsibility of the investor to find a buyer. Samana Group Holding does not guarantee the investor assistance in finding such a buyer, although it makes its best efforts to help the investor in this respect. There is no certainty as to whether the investor will find a willing buyer for the purchase of the shares or stakes held by it, or whether, within a potential sale, it will obtain a price higher than or equal to the price at which it itself acquired the shares or stakes. The liquidity of the shares may increase in the event of the commencement of the issue of shares on the public market (the stock exchange), whereby entry to this market is not covered by a guarantee on the part of Samana Group Holding. Samana Group REH S.r.l. will in the future apply for the admission of its securities to trading on the New York Stock Exchange. The Polish companies within Samana Group Holding do not, for the time being, plan to enter the stock exchange. Any additional restrictions on the disposal of shares or stakes may, moreover, result from documents such as the company's statutes, e.g. the necessity of obtaining the consent of the general meeting. Before making an investment, the investor should therefore familiarise themselves with the content of the corporate documents of a given company.

22. Risk of loss of capital in the case of investment in the stakes or shares of companies within Samana Group Holding

Samana Group Holding does not guarantee the investor a return on the investment made. There is always a risk of failure of the activity of a given company within Samana Group Holding, which may lead to its bankruptcy or liquidation and, for the investor, may mean a definitive lack of the possibility of a return of the invested capital. Investing in the stakes and shares of companies is not debt financing, and therefore the investor cannot expect a return of the invested capital from the company on terms similar to those that apply, for example, under a loan agreement.

23. Risk of loss of capital in the case of a loan

Samana Group Holding guarantees investors the repayment of loans, including convertible loans. In order to minimise the risk of loss of funds by investors, Samana Group REH S.r.l., in each loan agreement, together with the investor, establishes convenient collateral expected by the investor. The catalogue of collateral is determined by the investors, and Samana Group REH S.r.l. is open to any proposal of the investor in this respect. Each item of collateral is established individually with the investor.

24. Risk of dilution of the share in the share capital of a company offering its stakes or shares

Samana Group Holding will carry out, in its entities, successive rounds of financing, among other things for the purpose of the ongoing raising of funds for its own activity. The carrying out of a financing round usually entails an increase of the company's share capital and the issuance of new shares or stakes for further investors. The existing shareholders of the company are entitled to a pre-emptive right with respect to the new shares or stakes issued within the framework of the increase of the share capital. This right may, however, be excluded on the basis of a resolution of the general meeting. This means that the percentage share in the company's share capital held by an investor who invested funds in the company's shares within the first rounds of financing will be diluted as a result of the carrying out of successive rounds of financing and the accession of new investors to the company. The dilution of the share will, in turn, have an effect on the reduction of the share in the total number of votes and on the amount of any dividend.

25. Risk associated with the lack of significant influence of the investor on the activities of Samana Group Holding, including of an individual company

Each of the investors holds, in a given company within Samana Group Holding, a certain package of rights associated with holding shares, e.g. the right to participate in the general meeting and the right to vote at the general meeting. The status of a minority shareholder does not, however, entitle one to independently pass resolutions at the general meeting or to appoint members of the management board or the supervisory board. A minority shareholder has no direct influence on the current activity of a given company, which is the domain of the management board of each company. The reduction of the scope of the rights of a minority shareholder may also be affected by any rights attributed to other shareholders, including majority shareholders, e.g. preference shares or stakes or a personal right to appoint and dismiss members of the management board or the supervisory board. It is recommended that the investor familiarise themselves in advance with the company's statutes in order to verify the exact scope of rights that will be vested in them in the company, as well as the scope of rights of other shareholders.

26. Risk associated with the valuation of Samana Group Holding

The valuation of a given company or of Samana Group Holding, which constitutes the basis for determining the value of the stakes or shares that are subscribed for by investors, does not always constitute a reflection of the actual value of a given company. This valuation is determined by the company itself, and the provisions of law do not require the verification of this valuation by a statutory auditor or another professional entity. This valuation is often carried out by taking into account such elements as the forecast revenues of the company or of the entire Holding, development prospects, etc. These valuations, on the other hand, take into account to a lesser extent the value of the assets (property) that the company holds at a given moment. From the investor's point of view, this may be significant in the event of a potential later disposal of the shares, as the investor may not obtain from the buyer the same price at which it acquired the shares of a given company.

27. Risk associated with succession

Mr Marek Zmysłowski, the leader of Samana Group Holding, has been insured, and the entity entitled to the payout of the funds is Samana Group REH S.r.l. Similar insurance policies are envisaged for other key persons in the structure of Samana Group Holding, i.e. Ms Yaritza Reyes, Mr Tomas Avogadro, Mr Shannon Robertson, and Mr Piotr Baran. Moreover, Samana Group Holding is preparing to introduce solutions perpetuating the know-how and ideas of Mr Marek Zmysłowski and to ensure, within Samana Group Holding, a succession that ensures their implementation in the future, even in the event of his death.