INFORMATION ON IMPORTANT RISK FACTORS
version as of the May 2025

In the event of a change in relevant circumstances related to the investments offered, the information provided here may change in the future. We encourage you to visit our website (samana-group.net) for updates.

Introduction:
The entities that comprise Samana Group Holding offer investors a range of options, including a convertible loan, the acquisition of real estate in the Dominican Republic, landbanking investments, and asset swaps. Samana Group Holding also offers to issue or acquire shares in affiliated companies. Investors should review the following information on significant risk factors before selecting an investment. The indicated risks, if they materialize, may have a negative impact on the operations of the various entities of Samana Group Holding, including the achievement of the Investor’s objectives. At the same time, Samana Group Holding indicates that the indicated catalog of risks may not be exhaustive. Samana Group Holding, as of the moment of preparing this Information, is not able to foresee all the risks associated with the Holding’s activities, as these risks may become apparent, for example, as a result of a change in the macroeconomic situation or a change in the situation in the market in which the Holding operates, and these risks cannot be foreseen in advance. Samana Group Holding, through all of its activities, seeks to minimize all risks associated with its operations, while the occurrence of these risks and their possible negative impact on Samana Group Holding’s operations also depend on external factors.

1. Market and macroeconomic risk

Dominican Republic Economic Stability
Contextualizing Risk for Strategic Landbanking Investments

The Dominican Republic has delivered robust economic performance over the past five decades, with average GDP growth of approximately 5% per year – making it one of the most dynamic economies in Latin America. Its diverse economic base, spanning tourism, real estate, financial services, and manufacturing, has supported long-term investor interest and relative macroeconomic stability. Nonetheless, the country remains exposed to external shocks. Its reliance on the U.S. economy, foreign direct investment (FDI), and global tourism trends increases vulnerability to international market volatility. Currency fluctuations and inflationary pressures can also affect investment returns, particularly in capital-intensive sectors such as real estate development. These risks are particularly relevant in the context of landbanking, which depends on long-term value appreciation, investor confidence, and future development potential. Adverse macroeconomic conditions may reduce liquidity, delay infrastructure expansion, or constrain exit strategies. Inflation and currency devaluation may further erode real returns over time. At the regional level, the Samaná Peninsula – where the project is located – offers strong fundamentals, including natural beauty, growing tourism interest, and increasing international visibility. However, the region continues to face structural challenges, such as limited infrastructure, uneven public services, and a high degree of seasonality. These factors may impact short- to medium-term absorption rates, cost structures, and the overall pace of development.

Risk Mitigation Strategy

To address these factors, the project adopts a conservative and flexible investment approach focused on:

• Acquiring high-potential land in strategic, supply-constrained areas.
• Maintaining low holding costs and adaptable development timelines to respond to shifting market conditions.
• Actively monitoring macroeconomic indicators to inform capital deployment decisions.
• Engaging local authorities and stakeholders to align with regional development plans and infrastructure investments. By integrating these measures, the project aims to mitigate downside risk while positioning itself to benefit from the Dominican Republic’s long-term growth trajectory and the emerging appeal of Samaná as a destination for tourism and second-home investment.

Market Demand

Importance to the Economy. Samaná is positioned as a unique and sustainable tourism destination, differentiating itself from mass-market locations like Punta Cana. The presence of a government-backed master plan adds credibility to long-term land value appreciation. However, land banking is a long-term investment strategy that relies on continuous demand for development, which could be affected by shifts in market trends, investor sentiment, and global economic downturns. • Strengths: Government-backed master plan, rising tourism appeal, strong ecotourism positioning. • Risks: Uncertainty in long-term demand, potential over-reliance on niche market segments, economic downturns impacting investor appetite. Even with pre-sales success (e.g., Nomad City’s first 100 units sold in 9 months), demand fluctuations pose a risk. A slowdown in foreign investor interest or changing buyer preferences could impact project absorption rates.

Risk Factors:
 • Overestimation of demand for residential or hospitality units.
• Dependency on foreign investors and expatriate buyers.
• Shifts in real estate market trends due to macroeconomic conditions.

Regulatory & Political Risk

The Dominican Republic maintains a relatively stable political climate, with a pro-investment government. The country has a legal framework that allows foreign investors to own land with full property rights. However, bureaucratic inefficiencies, regulatory unpredictability, and corruption risks can impact the land banking process, particularly in areas requiring complex land titling procedures.

• Strengths: Government incentives for foreign investment, land ownership rights for foreigners.
• Risks: Bureaucratic delays, corruption in land titling and permitting, regulatory changes affecting land use policies.

2. Risks Related to Land as an Asset Class

Land Entitlements

Samaná Group and its predecessors has been actively involved in land surveying and titling since 2007, positioning itself as a key player in ensuring clear property ownership. However, some parcels (e.g., the DeMaria portfolio) still require further legal consolidation, creating potential delays and risks in securing full ownership.

• Strengths: Established expertise in land titling, government support for structured land use.
• Risks: Potential legal disputes over land claims, incomplete ownership records, delays in title registration.

Some land parcels have incomplete ownership structures, requiring further consolidation before development can proceed. Delays in obtaining clean titles can impact project timelines and investor confidence. Risk Factors:
• Unclear or disputed ownership claims.
• Bureaucratic inefficiencies in title registration.
• Potential legal disputes with occupants or claimants.
• Changes in zoning laws or land use restrictions.

The success of the development phase depends on securing financing, approvals, and efficient project execution. Any delays in these areas can stagnate land appreciation and increase holding costs. Risk Factors:
• Delays in securing financing for infrastructure and construction.
• Contractor performance risks (quality, cost overruns, schedule delays).
• Supply chain disruptions affecting material availability and pricing.
• Workforce availability and productivity issues.

While Samaná Group’s long-standing experience in land titling provides a strong foundation for the project, certain legal and operational uncertainties remain. Proactive risk management, legal consolidation of key parcels, and streamlined execution will be essential to unlock the project’s full potential and preserve long-term value for investors. A structured approach to regulatory, financial, and construction milestones will be critical to mitigate delays and ensure successful development outcomes.

To mitigate land titling risks, Samaná Group has implemented several key measures. First, it is working with Aliat Abogados, a well-known and reputable legal partner with proven experience in similar land titling processes, such as in Punta Cana. Second, Samaná Group has an in-house due diligence team led by Ronald Baez, ensuring thorough verification and legal clarity for every land acquisition.

Finally, the company’s business model is strongly supported by data: it is acquiring significantly more land than it intends to sell, and the resulting metrics and statistics provide a strong layer of protection and justification for its operations.

Pre-Development & Construction Risk

Closed pre-development contracts. With Samaná being the only Dominican region with a dedicated master plan, environmental preservation is a key consideration. The region enforces an 80% green space requirement, limiting high-density development. While this ensures long-term sustainability, it may constrain profitability for certain investment strategies.

Strengths: Well-defined master plan, strong environmental appeal, sustainable development positioning.
Risks: Development restrictions limiting density, additional compliance costs, evolving regulatory landscape.

Samaná operates under a government-backed Master Plan with strict sustainability regulations, including an 80% green space preservation requirement. While these measures enhance long-term value, they can also introduce constraints on development feasibility. Risk Factors:
 • Compliance with environmental impact assessments (EIAs) and permits.
• Restrictions on development density (20% cap).
• Potential delays in government approvals for large-scale projects.
• Changes in environmental laws affecting project scope.

Samaná is still developing its infrastructure, with key projects like the New Samaná Boardwalk (2025–2027), waste management plant, and new port in the pipeline. Delays or inadequacies in these developments could affect the viability of large-scale real estate projects. Risk Factors:
 • Limited existing infrastructure for large-scale urbanization.
• Reliance on government projects for road, port, and utility expansions.
• High costs of self-sufficient energy, water, and waste management solutions.

To mitigate these risks, the development strategy includes: Legal DD to secure clear land titles. Robust PM to control timelines and costs. Diversified funding sources to minimize reliance on a single financial model. Infrastructure partnerships to align with government development plans. Several strategic measures have been adopted to mitigate construction risks

The company partners with professional subcontractors that have long-standing track records, such as Consera, which has already provided contracts and offers included in the due diligence folder. Second, rely on common and widely used construction technologies, allowing for the flexibility to quickly switch subcontractors if necessary. Lastly, by using locally sourced materials, the company reduces dependence on imports and maintains the ability to change suppliers easily, ensuring continuity and cost control throughout the construction process.

Purchase Price Risk

Samana Group has already identified the purchase price of the various plots as a key risk factor, influenced by variables such as price fluctuations and potential title issues. To mitigate this risk, the developer is implementing locked-in options, which secure predetermined prices for the land.

In addition, the developer has conducted a thorough analysis of all the plots in the area, considering market trends, comparable transactions, and potential future developments. Advanced discussions with landowners have already taken place, and purchase options have been executed, ensuring that acquisition prices are fixed and agreed upon. This proactive approach reduces exposure to price volatility and title-related complications, effectively managing the risks associated with these factors in the land banking investment.

For the deal a Trust Structure and Legal Team is being used to ensure proper titles, execution and money extraction to investors via separate Trust Structure.

3. Risks Related to Exit Strategy and Liquidity of Land Assets

The performance in Phase 1 is strong, supported by an in-house sales team and a City-as-a-Service offering, which serves as a distinctive market differentiator. The absence of leverage provides flexibility, allowing for a longer holding period and the ability to explore additional buyer opportunities. This reduces dependency on a single buyer and enhances exit options. Land banking is an inherently illiquid asset class, requiring long holding periods before realizing returns. While a 10% annual appreciation is expected, this is not guaranteed. Exit strategies’ success hinges on sustained market demand and macroeconomic conditions, with potential fluctuations in asset value.

Risks: The asset’s illiquidity, dependence on future market conditions for resale, and the risk that appreciation may not meet projected expectations represent key risks in the land banking investment.

Strengths: The project benefits from government-backed development initiatives and growing investor interest in eco-tourism, which presents promising long-term prospects. Multiple sale strategies (developers/ end buyers), strong asset holdings that allow price control, and flexible structuring between Trusts.

4. Financing and Capital Deployment Risks in a Phased Development Model

The business model anticipates a 10% annual land appreciation and relies on various investment instruments (bonds, convertible loans, equity). However, liquidity constraints and capital lock-in periods can create challenges.

Risk Factors:
 • Long holding periods with uncertain resale timelines.
• Cost overruns leading to increased financial exposure.
• Dependency on continuous investor funding for phased development.
• Potential difficulties in securing exit liquidity.

The scalability of Samaná Group’s land banking strategy relies on securing financing for large-scale projects like Nomad City. Delays in funding or construction could hinder project momentum and affect overall land value.

Risks: Dependency on external financing, potential cost overruns, execution delays affecting land value realization.
Strengths: Strong investor network, structured financial instruments. Unleveraged structure.

5. Risks related to the macroeconomic situation, including COVID-19, inflation and the war in Ukraine

When making an investment in Samana Group Holding, it is important to consider the risks associated with the macroeconomic situation in the Republic of Poland, Europe, the Dominican Republic and the world, as well as such macroeconomic indicators as the inflation rate, unemployment rate, fuel and utility prices, interest rates and gross domestic product. In addition, the economic downturn associated with the coronavirus (COVID-19) pandemic or its recurrence is significant. The COVID-19 pandemic has contributed to a slowdown in economic processes in Poland and around the world. A possible resurgence of the epidemic and related restrictions on people’s mobility due to COVID-19 could negatively affect Samana Group Holding’s business, but this risk is not currently significant. A decline in demand for Samana Group Holding’s properties may also result from a cyclically rising inflation rate and cyclical increases in interest rates. Conversely, a decline in demand could lead to a deterioration in Samana Group Holding’s financial performance and a reduction in its ability to achieve the Holding’s goals. It also cannot be ruled out that the current war in Ukraine, as well as the related increase in fuel and utility prices, will negatively affect Samana Group Holding’s business, such as through a general reduction in consumer demand. In order to minimize the risks associated with the economic downturn and COVID-19, Samana Group Holding, on its side, is taking measures to, among other things, (i) monitor the status and scope of the restrictions imposed by the central authorities, as well as their impact on Samana Group Holding’s business,
(ii) adjust Samana Group Holding’s business strategy on an ongoing basis to the changing economic conditions associated with the possible recurrence of the COVID-19 pandemic and other macroeconomic factors.

6. Risks associated with lack of financial history and lack of operating history

Samana Group Holding acknowledges that in 2024 it is a collection of entities without a long financial history, but with a longer operating history. The Holding’s main companies were established in 2022-2023. r.

Samana Group Holding is the result of more than 20 years of activity of the Holding’s entities, including their founders, so it is not affected by the risks inherent in new projects and start-ups. The concept of activity that Samana Group Holding pursues today was established in the early 2000s, and the first entity implementing it was founded in 2007. DiMaria Company, which is now part of Samana Group Holding, engaged in surveying and consulting activities, began in 2007 to acquire land on the Samana Peninsula, which today constitutes the holding’s land capital. Over the years, the company has developed a number of highly regarded tourist developments, such as Dominican Tree House Village, El Valle Lodge, Hacienda Cocuyo and Unique Exotic Hotel, which are also now owned by the Holding.

Risks are also reduced by the extensive experience and strong track record of the Holding’s founders and its key advisors in the real estate industry. Since 2007, Samana Group Holding has involved
(i) Tomas Avogadro, an Argentine entrepreneur, surveying and real estate specialist and long-time Dominican resident, and
(ii) Shannon Robertson, who for 20 years held the position of Managing Director for the Latin American region at the US corporation JLL, which is the second largest global commercial real estate services firm, also a long-time Dominican resident. Since 2021, Marek Zmysłowski, an internet marketing and sales expert, co-founder of several global brands, including SunRoof or Jumia Travel, where he contributed to the company’s IPO on the NYSE (JMIA), also a Dominican Republic resident, has been involved in the holding company since 2021
(iii). In 2023, Samana Group Holding’s founders were joined by Piotr Baran, co-founder and CEO of PCG and a member of the Board of Directors of the Polish Association of Real Estate Developers, with considerable experience in the development and construction of large-scale real estate projects, not yet living in the Dominican Republic. Samana Group Holding’s founding advisors include Ludwik Sobolewski, PhD, an expert in legal sciences, an expert in capital markets and former president of the Warsaw and Bucharest Stock Exchanges, as well as Adelaida Adames, legal counsel managing the legal process for the development of Punta Cana projects, and Krzysztof Kochanowski, an attorney specializing in corporate services, or Maria Kobryn, an attorney specializing in foreign real estate acquisitions.
Like any new entity, Samana Group Holding is exposed to the risk of failure as to the realization of its business objectives, including the generation of revenues and profits at a certain level, the realization of set business and sales targets, etc. In Samana Group Holding’s view, this risk cannot be ruled out, but it is reduced, among other things, by the fact that Samana Group Holding’s founders, as well as Samana Group Holding’s key advisors, were previously in the real estate business.

7. Risk associated with failure to achieve issue objectives (applicable to the current investment round of Samana Group Holding).

Samana Group Holding is currently conducting an investment round to achieve specific strategic objectives outlined in the relevant information documents. There is a risk that, due to market conditions, these objectives may not be fully or partially achieved, or that their realization may require additional financial resources (e.g., due to a lack of anticipated revenues from real estate pre-sales). The Holding has no guarantee that the measures taken will be sufficient to fully accomplish these goals. To mitigate this risk, the Holding continuously analyzes costs related to planned activities, as well as potential changes in the legal and market environment. However, it cannot be ruled out that external factors, both factual and legal, may arise in the future, requiring adjustments to the adopted plans, such as modifying them or securing additional capital.

8. Risk of breaking the material supply chain

Due to changes in the macroeconomic situation, there may be delays in the supply of materials necessary for Samana Group Holding’s investments. The Holding counteracts the occurrence of this risk by establishing lasting business relationships with local material suppliers. As a result, in the event of this risk, it will be possible – without harming investments – to obtain materials necessary for projects from local suppliers familiar with Samana Group Holding’s needs and expectations.

9. Risks associated with not being able to use the technology in question

Samana Group Holding uses proprietary technologies in its operations, such as modular homes and 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 suppliers of these technologies will make it impossible to continue cooperation with them. Samana Group Holding counteracts the occurrence of this risk by establishing lasting business relationships with local material suppliers and seeking alternative technology suppliers. This will enable Samana Group Holding to replace a given proprietary technology with the one most similar to it. For example, a solar roof can be replaced by “ordinary” photovoltaics, which are produced in many different parts of the world.

10. Risks related to lack of access to the project site

Changes in the macroeconomic situation or the impact of force majeure may prevent owners from using properties on the project site in the long term, particularly due to possible disruption of passenger traffic. Samana Group Holding counteracts the emergence of these risks by opening up to local customers interested in purchasing real estate in the Samana Project area, and by monitoring and expanding the owners’ or investors’ knowledge of transportation options that allow permanent access to the property. In a similar way, Samana Group Holding is ready to counteract the risks of a possible new pandemic, since the characteristics of the project allow for the transition from periodic use of the property to year-round use.

11. Risks associated with natural disasters

Samana Group Holding is aware that natural disasters, such as earthquakes, can be a threat to investments. It should be noted that earthquakes occur less frequently in the Dominican Republic than in the neighboring Republic of Haiti, are characterized by lower tremor strength and cause much less loss of life and property. By comparison, a total of just over 2,500 people died as a result of earthquakes in the Dominican Republic between 1943 and 2021 (99% of them in 1946), and in the Republic of Haiti some 300,000 people died in 2010 alone. Earthquakes in the Dominican Republic occur much less frequently than in popular California in the United States. Between 1943 and 2021, a total of 11 earthquakes were recorded in the Dominican Republic. Between 1941 and 2022, a total of 52 earthquakes were recorded in California. In the Dominican Republic, a total of less than 3,000 people have been affected in earthquakes, while more than 10,000 have been affected in California. Samana Group Holding counteracts these risks by taking out an insurance policy specifically tailored to these risks.

12. Risks associated with a possible delay in the implementation of a development project

The implementation of any development project can be delayed. Samana Group Holding counteracts the negative effects of delays by replacing bank loans and credits with capital raised from investors. Samana Group Holding also counteracts the negative effects of delays by allowing investors to earn a profit through income from the management of built properties. Samana Group Holding does not assure that the aforementioned instruments, which are intended to counteract the negative effects of delays in the implementation of investments, will enable investors to earn a profit if any delays occur. In addition, Samana Group Holding begins the investment process when at least 30% of potential buyers have entered into agreements to acquire properties (including preliminary agreements).

13. Risks 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 in the region, is a stable democracy based on stable laws. The Constitution stipulates that everyone – both citizens of the country and foreigners – have equal rights and can freely conduct business. The civil law system is based on the Napoleonic Code, which gives a sense of stability to the laws and connectivity with developed, European legal concepts. This risk may occur, although its probability is minimal in the opinion of Samana Group Holding. In addition, Samana Group REH S.r.l.’s shares are also held by citizens of the Dominican Republic, and the company’s relations with the local government and community are good, which positively influences the security of the investment.

14. Risks associated with climate change

It is common knowledge that the changing climate can lead to prolonged weather anomalies that can impede access to water, increase the risk of property flooding, etc. Samana Group Holding is countering these risks by implementing its investments on the hill, ensuring constant access to potable water through its own source, and preparing to implement projects to desalinate salt water. In addition, Samana Group Holding is implementing its investment with green technology and technology designed to counteract the negative consequences of hurricanes, earthquakes and other similar phenomena. The technologies to be used by Samana Group Holding are intended to protect property users from climate risks.

15. Risks associated with the lack of a uniform system for recording real estate ownership

In the Dominican Republic, there is no uniform system of recording real estate ownership. As a result, there is a risk of acquiring real estate from persons who are not actually owners. In order to minimize this risk, Samana Group REH S.r.l. has established close cooperation with a modern, reputable law firm, which develops a thorough due diligence of the property in question before each transaction. In this way, Samana Group Holding has a complete and verified dossier on the property and acquires it only from an authorized entity.

16. Risks relating to subcontractors and external services

Samana Group Holding will use subcontractors in its operations, in addition to the activities performed by its employees, such as the construction of the Nomad City complex, the furnishing of apartment interiors, etc. Samana Group Holding will also use external services, such as legal, accounting, human resources and transportation services. There is a risk that the designated subcontractors and external service providers will not fulfill their contracts with Samana Group Holding will perform their duties improperly or on time. This may cause temporary problems in Samana Group Holding’s operations (including delays in the construction process) until new subcontractors are found or appropriate people are hired at Samana Group Holding. In terms of external services, there is a risk that improper performance of service providers will result in damage to Samana Group Holding’s property or image. In order to mitigate the indicated risk, Samana Group Holding does due diligence during the process of finding subcontractors and external service providers, and works primarily with individuals who have experience in real estate operations.

17. Risks related to the liquidity of individual Samana Group Holding entities and possible bankruptcy or restructuring proceedings

In the event of a general deterioration in the market in which Samana Group Holding conducts its operations, including through a decline in demand for properties offered by Samana Group Holding, there is a risk of deterioration or loss of liquidity by individual entities from Samana Group Holding. A decline in revenues may translate negatively into the liquidity of the Holding or individual companies. A significant deterioration in liquidity, on the other hand, could lead to the bankruptcy of individual companies. The management boards of the individual companies comprising the Holding are aware of the terms of  Dominican bankruptcy law and are obliged to file appropriate motions in the event of prerequisites so that the possibility of satisfying investors’ claims is maximized.

18. Risks related to changes in legal and tax regulations

It cannot be ruled out that possible changes in Dominican laws will move towards tightening certain regulations, as a result of which it may be more difficult and costly for Samana Group Holding to conduct its business. An additional source of risk may be the interpretation of particular legal and tax regulations by public administration authorities. In many cases and factual states, there may be a dispute as to the interpretation of particular regulations between public administration authorities and Samana Group Holding. A possible negative resolution of the dispute may also have financial connotations, including the insolvency of individual Samana Group Holding companies. To mitigate the risks indicated, Samana Group Holding uses legal and tax services in the Dominican Republic. Thanks to this service, Samana Group Holding is adequately prepared for possible changes in regulations, having the ability to adapt to the changing legal and tax environment.

19. Risks related to taxes paid directly by the investor

The investor must expect to pay the relevant taxes in the Dominican Republic. Taxes are the sole responsibility of the investor, and Samana Group Holding is not responsible for their payment or timeliness. Samana Group Holding does not provide tax support to the investor, and can only assist in finding a Dominican tax advisory office suitable for the investor.

20. Risks associated with the procedure for increasing the Company’s share capital

The issuance of the Company’s shares is carried out on the basis of a Resolution as defined in the relevant Investment Document. The resolution of the Company’s general meeting on the increase of share capital may be challenged by means of actions provided for in the Commercial Companies Code, i.e. actions for revocation of the resolution and actions for declaration of invalidity of the resolution. The entities authorized to bring such actions are the management board, the supervisory board, individual members of its bodies and shareholders in certain cases. However, the risk of challenging the Resolution is, in the Company’s opinion, low. It cannot be completely ruled out, but nevertheless, according to the information available to the Company, there are no grounds for challenging the Resolution, nor have any actions been taken in this regard by authorized persons. Regardless of the issue of undermining the Resolution, the process of registering the Company’s share capital increase by the registry court itself may also pose a risk. An increase in the Company’s share capital is effective upon registration in the Register of Entrepreneurs of the National Court Register, and the registry court may refuse the registration in cases specified by law, such as when the increase was filed with the registry court after the deadline or there was a violation of the regulations on the increase of share capital. In the event that the indicated risks materialize, investors will be refunded the funds previously paid by them to take up shares in the increased share capital. The funds will be returned without interest.

21. Risks associated with the conduct of the public offering of the Company’s shares

When a public offering is conducted by a joint-stock company, the Financial Supervision Commission has a number of supervisory powers. Pursuant to Article 16 of the Act on Public Offering and Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies of July 29, 2005, in the event of a violation of the law in connection with a public offering by an issuer, or a reasonable suspicion of such a violation or a reasonable suspicion that such a violation may occur, or in the event of a failure to implement the recommendations of the Financial Supervision Commission, the Commission may: (i) order that the commencement of the public offering be halted or that the public offering be discontinued, for a period of no more than 10 business days, or (ii) prohibit the commencement of the public offering or the continuation of the public offering, or (iii) publish, at the issuer’s expense, information about the unlawful action in connection with the public offering.

If the seriousness of the issuer’s violation of the law in connection with the public offering is minor, the Commission may issue a recommendation to stop the violation. After issuing the recommendation, the issuer is obliged to refrain from commencing the public offering or interrupt the public offering until the violations indicated in the recommendation are corrected, if it is necessary to correct such violations. The Commission may repeatedly apply the measures indicated above in connection with a given public offering. Violations of Article 16 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, dated July 29, 2005, consisting in the issuer’s failure to comply with the Commission’s order, or improper compliance with the Commission’s order, or violation of the Commission’s prohibition, are additionally subject to a fine, which may be imposed by the Financial Supervision Commission, of up to PLN 5,000,000.

22. Risks associated with the conduct of the public offering of the Company’s shares

When a public offering is conducted by a joint-stock company, the Financial Supervision Commission has a number of supervisory powers. Pursuant to Article 16 of the Act on Public Offering and Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies of July 29, 2005, in the event of a violation of the law in connection with a public offering by an issuer, or a reasonable suspicion of such a violation or a reasonable suspicion that such a violation may occur, or in the event of a failure to implement the recommendations of the Financial Supervision Commission, the Commission may:
(i) order that the commencement of the public offering be halted or that the public offering be discontinued, for a period of no more than 10 business days, or
(ii) prohibit the commencement of the public offering or the continuation of the public offering, or
(iii) publish, at the issuer’s expense, information about the unlawful action in connection with the public offering.

23. Risk of low or no dividend frequency

Companies that are part of Samana Group Holding, do not guarantee the cyclical payment of dividends. A dividend is not a benefit that is due to a shareholder by law. The payment of dividends requires the company to show a profit for a given fiscal year and the adoption of a resolution by the company’s general assembly to distribute the profit and pay dividends. A large part of the companies collecting funds from investors are in the development stage, and any profits earned by the companies in the course of their business activities will then be reinvested, which means that these funds will not be used to pay dividends to shareholders. The payment of dividends to shareholders (shareholders or stockholders) is possible, but this is not guaranteed by the companies. Samana Group Holding indicates that it plans to pay dividends to investors as long as individual companies earn a profit, with the exact timing and amount of dividends depending on the amount of profit earned by a particular company and the level of the company’s current operating expenses.

24. Risk of limited possibility to sell shares or stocks

An investor who takes up shares in a company from Samana Group Holding,  then has the opportunity to sell them, for example, under a civil law contract of sale. However, it remains on the investor’s side to find a buyer. Samana Group Holding does not guarantee the investor’s assistance in finding such a buyer, although it makes its best efforts to assist the investor in this regard. There can be no assurance that the investor will find a willing buyer for the shares it holds, and that in any sale it will receive a price higher than or equal to the price at which it purchased the shares itself. The liquidity of the shares may increase in the event of the launch of a share issue on the public market (stock exchange), but entry into this market is not guaranteed by Samana Group Holding. Samana Group REH S.r.l. will in the future apply for admission of its shares to trading on the New York Stock Exchange. Possible additional restrictions on the disposal of shares may furthermore result from documents such as the company’s articles of association, such as the need to obtain approval from the general meeting. Before making an investment, an investor should therefore familiarize himself with the contents of the corporate documents of the company in question.

25. Risk of loss of capital in case of investment in shares of Samana Group Holding companies

Samana Group Holding does not guarantee the investor a return on his investment. There is always a risk of failure of the operations of a particular Samana Group Holding company, which may lead to its bankruptcy or liquidation, and for the investor may mean a definite inability to return the invested capital. Investing in shares of companies is not debt financing, and therefore the investor cannot expect a return of the invested capital from the company on a similar basis as is the case, for example, with a loan agreement.

26. Risk of loss of principal on a loan

Samana Group Holding guarantees repayment of loans, including convertible loans, to investors. In order to minimize the risk of loss of funds for investors, Samana Group REH S.r.l. establishes convenient and expected by the investor collateral in each loan agreement together with the investor. The collateral catalog is determined by the investors, and Samana Group REH S.r.l. is open to any investor’s proposal in this regard. Each security is determined individually with the investor.

27. Risk of dilution of shareholding in the company offering its shares or stocks

Samana Group Holding will conduct successive financing rounds at its entities, among other things, in order to raise funds for its own operations on an ongoing basis. Conducting a financing round usually involves increasing the company’s share capital and issuing new shares or stocks to further investors. Existing shareholders of the company have a pre-emptive right with respect to the new shares or stocks issued as part of the share capital increase. However, this right may be excluded by 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 in the first financing rounds will be diluted as a result of subsequent financing rounds and new investors joining the company. In turn, the dilution of the shareholding will translate into a reduction in the share of the total number of votes and the amount of any dividends.

28. Risks associated with the lack of significant investor influence on the activities of Samana Group Holding, including the individual company

In an individual company of Samana Group Holding, each investor has a certain package of rights related to share ownership, such as the right to participate in the general meeting and the right to vote at the general meeting. However, the status of a minority shareholder does not entitle him or her to vote on resolutions at the general meeting alone or to appoint members of the management or supervisory boards. A minority shareholder has no direct influence on the day-to-day operations of a given company, which is the domain of each company’s board of directors. The minority shareholder’s scope of authority may also be diminished by possible powers assigned to other shareholders, including majority shareholders, e.g. preferred shares or personal power to appoint and dismiss members of the management board or supervisory board. It is recommended that the investor first read the company’s articles of association in order to verify the exact scope of powers that he will be entitled to in the company, as well as the scope of powers of other shareholders.

29. Risks associated with the valuation of Samana Group Holding

The valuation of a given company or Samana Group Holding, which is the basis for determining the value of shares taken up by investors, does not always reflect the actual value of a given company. This valuation is determined by the company itself, and the law does not require this valuation to be verified by an auditor or other professional entity. This valuation is often made taking into account such elements as the projected revenues of the company or the entire holding company, growth prospects, etc. However, these valuations take less account of the value of the assets (property) that the company has at any given time. From the investor’s point of view, this can be important in the eventual subsequent sale of shares, as the investor may not get the same price from the buyer for which he acquired the shares of the company in question.

30. Succession risk

Mr. Marek Zmysłowski, the leader of Samana Group Holding, has been insured, with Samana Group REH S.r.l. as the beneficiary of the payment. Similar insurance is anticipated for other key persons in the structure of Samana Group Holding, i.e. Ms. Yaritza Reyes, Mr. Tomas Avogardo, Mr. Shannon Robertson, Mr. Piotr Baran. In addition, Samana Group Holding is preparing to put in place solutions to perpetuate the know-how and ideas of Mr. Marek Zmysłowski and to ensure succession within Samana Group Holding to ensure their implementation in the future, even in the event of his death.