Disclaimer

Windmill Capital

Effective Date: 28/10/2025

READ THIS CAREFULLY

The following disclaimer governs your access to and use of information, materials, communications and services provided by Windmill Capital ("we", "us", "our" or "the Firm"). By engaging with us or accessing our materials, you acknowledge that you have read, understood and accepted these terms in their entirety.

If you do not accept these terms, you must immediately cease all engagement with the Firm and destroy any materials received.

1. NATURE OF SERVICES AND RELATIONSHIP

No General Advice

Information provided by Windmill Capital does not constitute general financial product advice, personal financial advice, investment recommendations, offers to buy or sell securities, or solicitations of any kind unless explicitly provided under a formal written engagement letter.

Sophisticated Clients Only

Our services are designed exclusively for sophisticated investors, wholesale clients (as defined under section 761G of the Corporations Act 2001), institutional investors, corporate entities and high-net-worth individuals who possess the financial capacity, risk tolerance and commercial experience to evaluate complex transactions independently.

Engagement-Specific Scope

Where we provide advisory services pursuant to a formal mandate, such advice is specific to the transaction or matter at hand and should not be extrapolated to other circumstances, investments or time periods. Each engagement letter defines the precise scope of our obligations and representations.

2. INVESTMENT RISK ACKNOWLEDGMENT

Substantial Risk of Loss

All investments carry inherent risks including the total loss of invested capital. Capital markets are volatile, unpredictable and subject to economic, political, regulatory and market forces beyond anyone's control or prediction. Leverage amplifies both gains and losses.

No Guarantee of Returns

We make no representations, warranties or guarantees regarding investment performance, outcomes, returns, valuations or transaction success. Historical performance provides no reliable indication of future results. Markets can remain irrational longer than investors can remain solvent.

Suitability and Due Diligence

You are solely responsible for:

Conducting independent due diligence on all investment opportunities
Assessing the suitability and appropriateness of any investment for your specific circumstances
Evaluating risks including liquidity risk, counterparty risk, regulatory risk and market risk
Seeking independent legal, tax, accounting and financial advice before making investment decisions
Understanding that you may lose your entire investment

No Fiduciary Duty (Unless Specified)

Unless expressly agreed in writing, we do not assume fiduciary duties to you. In transactions where we act as advisor to a counterparty, we owe our duties to that counterparty and you should not construe our involvement as acting on your behalf.

3. INFORMATION ACCURACY AND LIMITATIONS

No Warranty of Accuracy

While we endeavour to ensure information accuracy, we make no representations or warranties - express, implied or statutory - regarding the completeness, accuracy, reliability, currency or suitability of any information, analysis, valuation or projection provided. Information may be based on assumptions that prove incorrect, data from third parties we have not independently verified, or market conditions that change rapidly.

Forward-Looking Statements

Any projections, forecasts, estimates, scenarios or forward-looking statements are inherently speculative and subject to significant uncertainty. Actual results may differ materially - and adversely - from projections due to factors including:

Changes in economic conditions, interest rates, inflation or currency movements
Regulatory or legal developments
Market volatility, liquidity constraints or systemic disruptions
Management execution risk or operational failures
Technological disruption or competitive dynamics
Force majeure events including pandemics, wars, natural disasters or civil unrest

Forward-looking statements reflect judgments at a specific point in time and we assume no obligation to update them.

Third-Party Information

We may incorporate data, research or analysis from third parties including investment banks, research houses, data providers, auditors, legal advisors and industry sources. We do not independently verify all such information and accept no responsibility for its accuracy, completeness or reliability. You should conduct independent verification.

Models and Methodologies

Financial models, valuation methodologies and analytical frameworks involve assumptions, simplifications and professional judgment. Different assumptions or methodologies may yield materially different results. Models are tools for analysis, not predictions of reality.

4. LIMITATION OF LIABILITY

Maximum Liability Cap

To the fullest extent permitted by law, our total aggregate liability arising from or related to our services, advice or any breach of duty - whether in contract, tort (including negligence), equity, statute or otherwise - shall not exceed the fees actually paid to us under the relevant engagement for the specific matter giving rise to liability.

Excluded Damages

We shall not be liable for:

Indirect, consequential, special, incidental or punitive damages
Loss of profits, revenue, business opportunities or goodwill
Loss of data or corruption of information
Costs of substitute services or cover
Claims by third parties
Any loss arising from investment decisions, market movements or transaction outcomes

Proportionate Liability

Where multiple parties contribute to loss or damage, our liability shall be several and not joint, limited to our proportionate share of responsibility to the extent permitted under applicable law.

Professional Indemnity Insurance

We maintain professional indemnity insurance consistent with industry standards. Details available upon request to engaged clients.

5. NO RELIANCE

Independent Judgment Required

You acknowledge that:

You have not relied solely on information or analysis provided by us
You have conducted (or engaged advisors to conduct) independent due diligence
You possess sufficient expertise to evaluate risks and merits independently
You have sought independent professional advice appropriate to your circumstances
No oral or written statement by our personnel creates warranties or representations beyond those expressly documented in formal engagement letters

6. CONFIDENTIALITY AND INFORMATION BARRIERS

Confidential Information

All materials, information, analysis and communications provided by Windmill Capital are strictly confidential and proprietary unless publicly available. You agree to:

Maintain strict confidentiality of all non-public information received
Use information solely for the purposes for which it was provided
Not disclose information to third parties without our prior written consent
Return or destroy all materials upon request or termination of engagement

Chinese Walls and Conflicts

We may simultaneously advise multiple clients with potentially adverse interests. We maintain information barriers ("Chinese walls") between engagement teams and implement conflicts management procedures. However, you acknowledge that:

We may possess material non-public information that prevents us from acting or providing certain advice
We may be engaged by counterparties in transactions where you are a participant
Our ability to share information may be restricted by confidentiality obligations to others
We are not obligated to disclose the existence or nature of other client relationships

7. REGULATORY AND JURISDICTIONAL MATTERS

Regulatory Status

Windmill Capital [holds an Australian Financial Services Licence (AFSL) / is a Corporate Authorised Representative of [License Holder] AFSL [Number]] and operates under the regulatory oversight of the Australian Securities and Investments Commission (ASIC).

Jurisdictional Restrictions

Our services are provided from Australia and intended solely for persons in jurisdictions where such provision is lawful. Information provided:

Is not directed to persons in any jurisdiction where its distribution would be contrary to local laws
Does not constitute an offer or solicitation in jurisdictions where we are not authorized to conduct business
May not comply with regulatory requirements of jurisdictions outside Australia

US Persons

Our services are not directed to or intended for US persons (as defined under Regulation S of the US Securities Act of 1933). Securities discussed may not be registered under US securities laws and may not be offered or sold in the United States absent registration or an applicable exemption.

8. INTELLECTUAL PROPERTY

All materials, analysis, methodologies, models, research and work product created by Windmill Capital remain our exclusive intellectual property unless expressly transferred in writing. You may not reproduce, distribute, modify, create derivative works from, publicly display or commercially exploit any materials without our prior written consent.

9. ELECTRONIC COMMUNICATIONS

Security Limitations

While we use reasonable security measures, electronic communications (including email) are not secure, may be intercepted or misdirected, and carry risks of unauthorised access or tampering. We accept no liability for security breaches, interception or unauthorised access to electronic communications.

Execution Risk

Time-sensitive instructions transmitted electronically may not be received or acted upon promptly due to system failures, transmission delays or other technical issues. You bear all risks associated with electronic communication methods.

10. TERMINATION AND SURVIVAL

Either party may terminate an engagement in accordance with the terms of the relevant engagement letter. The following provisions survive termination indefinitely:

Confidentiality obligations
Limitation of liability
Intellectual property rights
Dispute resolution procedures
Payment obligations for services rendered

11. GOVERNING LAW AND DISPUTE RESOLUTION

This disclaimer and all engagements are governed by the laws of New South Wales, Australia. You irrevocably submit to the exclusive jurisdiction of the courts of New South Wales and any courts hearing appeals from those courts.

Any dispute arising from our services shall first be subject to good faith negotiation. If unresolved within 30 days, either party may initiate binding arbitration under the Australian Centre for International Commercial Arbitration (ACICA) Rules, with arbitration conducted in Sydney by a single arbitrator appointed by agreement or, failing agreement, by ACICA.

12. AMENDMENTS

We reserve the right to modify this disclaimer at any time. Modifications take effect immediately upon posting. Continued engagement following modification constitutes acceptance of revised terms.

13. SEVERABILITY

If any provision of this disclaimer is held invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or severed entirely, with remaining provisions continuing in full force.

ACKNOWLEDGMENT

By proceeding with any engagement or accepting any materials from Windmill Capital, you acknowledge and confirm that:

✓ You have read and understood this disclaimer in its entirety
✓ You accept all terms, limitations and exclusions set forth herein
✓ You are a sophisticated investor capable of evaluating complex financial matters independently
✓ You will seek independent professional advice before making investment decisions
✓ You understand that investment involves substantial risk including total loss of capital
✓ You will not hold Windmill Capital liable beyond the express limitations stated herein

If you cannot or will not provide these acknowledgments, you must not engage our services or access our materials.

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