Important: This is a financial promotion. Capital at risk. For Professional Clients and Eligible Counterparties only. Not investment advice.

Website Terms & Conditions
www.penwarne.com | Penwarne Digital Assets Ltd | Effective: February 2026 | Version 2.0

1. INTRODUCTION AND ACCEPTANCE

1.1 These Terms and Conditions (the “Terms”) govern your access to and use of the website located at www.penwarne.com (the “Website”), which is owned and operated by Penwarne Digital Assets Ltd (“Penwarne”, “we”, “us”, or “our”), a company incorporated in England and Wales under company number 16919154, with its registered office at the address filed at Companies House (the “Registered Office”).

1.2 By accessing or using the Website, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not access or use the Website.

1.3 These Terms should be read in conjunction with the Website’s Privacy Policy and Cookie Policy, which together form the complete agreement governing your use of the Website.

1.4 We reserve the right to amend these Terms at any time. The most current version will be posted on the Website with the effective date and version number. Your continued use of the Website following any such changes constitutes your acceptance of the revised Terms.

1.5 In accordance with the Companies Act 2006 and the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015, the following information is displayed: Company Name: Penwarne Digital Assets Ltd; Place of Registration: England and Wales; Company Number: 16919154; Registered Office: As filed at Companies House.

2. REGULATORY STATUS AND AUTHORISATION

2.1 Penwarne Digital Assets Ltd is not authorised or regulated by the Financial Conduct Authority (the “FCA”). The information and content on this Website has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (“FSMA”).

2.2 This Website constitutes a financial promotion for the purposes of section 21 of FSMA. It is exempt from the general restriction on financial promotions (contained in section 21(1) of FSMA) pursuant to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “FPO”), on the basis that it is directed at and made available only to persons who fall within one or more of the following categories (each a “Relevant Person”):

  • Investment professionals within the meaning of Article 19(5) of the FPO, being persons who have professional experience in matters relating to investments, including (a) authorised persons under FSMA; (b) exempt persons under FSMA in relation to relevant activities; (c) persons whose ordinary activities involve them in carrying on investment activity for the purposes of a business; and (d) persons who are directors, officers or employees of such entities acting in that capacity;
  • High net worth companies, unincorporated associations, and trusts within the meaning of Article 49(2) of the FPO, being (a) a body corporate with called-up share capital or net assets of not less than GBP 5,000,000 (or equivalent); (b) an unincorporated association or partnership with net assets of not less than GBP 5,000,000; or (c) a trustee of a high-value trust where the aggregate value of the trust assets is not less than GBP 10,000,000;
  • Persons to whom it may otherwise lawfully be communicated, including persons outside the United Kingdom to whom the communication can lawfully be directed.

2.3 For the purposes of the UK Markets in Financial Instruments Regulation (UK MiFIR) and the FCA Handbook (COBS 3), the content of this Website is directed exclusively at persons who qualify as per se professional clients or eligible counterparties. Retail clients, as defined by the FCA, are expressly excluded from accessing this Website or acting on any information contained herein.

2.4 No regulatory filing has been made in respect of this communication with the FCA. The protections afforded to retail clients by the FCA regulatory framework, including the Financial Services Compensation Scheme (“FSCS”) and the Financial Ombudsman Service, do not apply in relation to this Website or the investment opportunity described herein.

2.5 The FCA Consumer Duty (PS22/9, PRIN 2A) does not apply to this Website or the communications made herein, as they are directed exclusively at professional clients and eligible counterparties and are not addressed to, or likely to be received by, retail customers.

2.6 If you are not a Relevant Person, you must not access or rely on any information on this Website. Any investment or investment activity to which this Website relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

3. INVESTOR QUALIFICATION AND ACCESS

3.1 Access to certain areas of this Website (including product-specific information, marketing materials, and subscription documentation) is restricted and requires completion of an investor qualification process (the “Qualification Gate”).

3.2 By completing the Qualification Gate and accessing restricted content, you represent and warrant that:

  • You are a Relevant Person as defined in Clause 2.2 above and a per se professional client or eligible counterparty as defined in Clause 2.3;
  • You are acting for your own account or in a professional capacity on behalf of an entity that qualifies as a Relevant Person;
  • You have read and understood the risk warnings set out in these Terms and in the product documentation;
  • You are not a person located in the United States of America, Canada, the Russian Federation, Belarus, or any other jurisdiction in which the distribution of this Website would be unlawful;
  • You are not a Sanctioned Person, and are not acting on behalf of, or for the benefit of, a Sanctioned Person;
  • You are not a US Person as defined under Regulation S of the US Securities Act of 1933, and are not subject to the reporting obligations of the US Foreign Account Tax Compliance Act (FATCA);
  • You have sufficient knowledge and experience to evaluate the merits and risks of the investment opportunity described on this Website;
  • Any funds you may use to invest are not derived from, and will not be used for, money laundering, terrorist financing, tax evasion, or any other illegal activity.

3.3 For the purposes of Clause 3.2, a “Sanctioned Person” means any person, entity, or country identified on any sanctions list maintained by (a) the Office of Foreign Assets Control (OFAC); (b) the US Department of State; (c) the United Nations Security Council; (d) the European Union; (e) HM Treasury; (f) the Bailiwick of Guernsey sanctions regime; or (g) the Swiss State Secretariat for Economic Affairs (SECO).

3.4 We reserve the right to request additional information or documentation to verify your eligibility at any time. False or misleading representations regarding your eligibility may result in immediate termination of access and may expose you to civil and criminal liability under applicable law, including the Fraud Act 2006.

4. NATURE OF INFORMATION AND NON-ADVICE BOUNDARY

4.1 Penwarne does not provide investment advice, tax advice, legal advice, or personal recommendations. Nothing on this Website constitutes, or is intended to constitute, any such advice or recommendation. No suitability or appropriateness assessment is undertaken in relation to any person accessing the Website.

4.2 The content of this Website is provided for general information purposes only and does not constitute an offer, solicitation, or invitation to make an investment, nor does it form part of any offer or contract. No contractual relationship is created by your access to the Website.

4.3 You should not rely on any information on this Website as a basis for making any investment decision. Before making any investment, you must seek independent financial, legal, and tax advice from appropriately qualified professionals who are authorised to give such advice in your jurisdiction.

4.4 Any decision to invest in the Convergence AMC (ISIN CH1494954782) or any other product described on this Website is your sole responsibility. You should make your own assessment of the relevance, accuracy, and adequacy of the information contained herein.

5. PRODUCT INFORMATION AND DOCUMENTATION

5.1 The Convergence AMC is a Swiss Actively Managed Certificate structured and issued by GenTwo Pro AG as structurer and Expand2 Issuer PCC as issuer. It is a CISA-exempt instrument under Swiss law and is not a regulated collective investment scheme.

5.2 The Final Terms, Term Sheet, and all product-level legal documentation for the AMC are issued by GenTwo Pro AG as structurer and should be reviewed independently. This Website and its contents are a summary prepared by Penwarne Digital Assets Ltd and do not replace or supersede the product documentation issued by GenTwo.

5.3 Execution of the investment strategy is undertaken by Profin Partners Ltd (FCA FRN 595504), acting as Strategy-Manager. Portfolio discretion rests with Profin Partners and not with Penwarne or any individual person. Penwarne does not execute trades, hold client money, or exercise investment discretion.

5.4 The service provider chain includes: InCore Bank AG (paying agent, FINMA-regulated); Interactive Brokers (broker/custodian, SEC/FINRA-regulated); SIX SIS AG (clearing, FINMA-regulated); and Edwin Coe LLP (legal adviser).

5.5 All information on the Website relating to portfolio composition, allocation, and performance is indicative only and subject to change without notice.

6. RISK WARNINGS

6.1 CAPITAL AT RISK: The value of your investment can fall as well as rise. You may lose some or all of your invested capital. Past performance is not a reliable indicator of future results.

6.2 MARKET AND VOLATILITY RISK: Digital assets exhibit extreme volatility. Rapid and substantial price declines are possible. Total loss of investment is possible.

6.3 CREDIT AND COUNTERPARTY RISK: You will be exposed to the credit risk of the issuer, ETF providers, custodians, and other service providers in the structure, including Interactive Brokers, InCore Bank AG, and GenTwo Pro AG.

6.4 REGULATORY AND LEGAL RISK: The regulatory environment for digital assets is evolving rapidly across multiple jurisdictions. Changes in law or regulation could restrict operations, reduce liquidity, or require changes to the investment mandate.

6.5 LIQUIDITY RISK: While the underlying instruments are daily-dealing regulated ETFs, the AMC structure itself is subject to market conditions that may affect liquidity. There is no guarantee that daily redemption will be available under all market conditions.

6.6 CONCENTRATION RISK: The Convergence AMC allocates approximately 65% to three digital assets (Bitcoin, Ethereum, Solana) through regulated ETFs. Correlations between these assets may increase during periods of market stress, amplifying losses.

6.7 CURRENCY RISK: The AMC is denominated in USD. Non-USD investors bear foreign exchange risk which may reduce or eliminate returns or increase losses.

6.8 STRATEGY-MANAGER RISK: Performance depends on the execution capability of Profin Partners Ltd. Operational disruption or key personnel changes at Profin Partners could adversely affect returns.

6.9 BACKTESTED PERFORMANCE: Where backtested performance data is presented on this Website, such data represents simulated results based on historical data. The risk and return figures shown are backtested estimates based on historical data and simulated portfolio performance. Backtested performance is not a reliable indicator of future results. No representation is made that any investment will achieve returns similar to those shown. Actual performance may differ materially due to market conditions, transaction costs, and other factors.

6.10 STRUCTURAL RISK: The AMC is a debt instrument issued by a special purpose vehicle. In the event of insolvency of the issuer or paying agent, recovery of investment capital may be impaired.

6.11 The risk factors set out above are not exhaustive. Investors should refer to the GenTwo Final Terms and Term Sheet for a comprehensive description of all applicable risk factors.

7. TAX CONSIDERATIONS

7.1 The Swiss AMC structure is generally tax-transparent for the purposes of most jurisdictions. Withholding tax is generally not expected to apply, but the applicability of withholding tax depends on investor circumstances and jurisdiction of tax residence.

7.2 Investors should obtain independent tax advice prior to making any investment decision. Neither Penwarne nor its service providers provides tax advice. Tax treatment may change at any time and the impact of taxation on your investment return will depend on your personal circumstances.

7.3 It is the responsibility of each investor to comply with all applicable tax reporting and payment obligations in their jurisdiction of tax residence, including any obligations arising under the Common Reporting Standard (CRS) or the US Foreign Account Tax Compliance Act (FATCA).

8. SELLING RESTRICTIONS AND JURISDICTIONAL LIMITATIONS

8.1 The AMC and the information on this Website are not for offer, sale, or distribution in the Russian Federation, Belarus, Canada, Guernsey, the United States of America, or to US Persons as defined under Regulation S of the US Securities Act of 1933, or to persons subject to FATCA reporting obligations who have not provided appropriate documentation.

8.2 The AMC is not distributed to any sanctioned person, entity, or country identified by OFAC, the US Department of State, the United Nations Security Council, the European Union, HM Treasury, the Bailiwick of Guernsey sanctions regime, or SECO.

8.3 In the United Kingdom, this communication relies on FPO Articles 19 and 49. It is not directed at, and must not be acted upon by, retail investors as defined by the FCA. No regulatory filing has been made in respect of this communication with the FCA.

8.4 In Switzerland, the AMC is offered only to institutional and professional clients within the meaning of the Swiss Financial Services Act (FinSA). Private placement only.

8.5 Persons who receive or access the information on this Website are responsible for informing themselves of, and complying with, any applicable legal or regulatory restrictions in their jurisdiction. If you are unsure whether you are permitted to access this Website under the laws of your jurisdiction, you should seek independent legal advice before proceeding.

9. INTELLECTUAL PROPERTY

9.1 All content on this Website, including text, graphics, logos, images, charts, data compilations, and software, is the property of Penwarne Digital Assets Ltd or its licensors and is protected by copyright, trademark, and other intellectual property laws.

9.2 You may not reproduce, distribute, modify, display, perform, publish, license, create derivative works from, or sell any content from this Website without the prior written consent of Penwarne.

10. DATA PROTECTION AND PRIVACY

10.1 We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Full details are set out in our Privacy Policy, which is available on the Website and forms part of these Terms.

10.2 By using the Website and providing personal data (including through the Qualification Gate), you consent to the processing of your personal data as described in the Privacy Policy.

11. COOKIES AND ANALYTICS

11.1 This Website uses cookies and similar technologies in accordance with PECR and the UK GDPR. Non-essential cookies are only activated after you have given explicit opt-in consent via our cookie consent banner. Full details are set out in our Cookie Policy on the Website.

12. LIMITATION OF LIABILITY AND DISCLAIMERS

12.1 To the maximum extent permitted by applicable law, Penwarne, its directors, officers, employees, agents, and affiliates shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in connection with your access to or use of (or inability to access or use) this Website or its content.

12.2 We do not warrant that the information on this Website is accurate, complete, or up to date, or that the Website will be available at all times without interruption. The Website and its content are provided on an “as is” and “as available” basis without any warranties of any kind, whether express or implied.

12.3 Nothing in these Terms shall exclude or limit our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter in respect of which it would be illegal for us to exclude or limit our liability.

13. MARKET CONDUCT AND REGULATORY COMPLIANCE

13.1 You acknowledge that the content of this Website may contain information that constitutes “inside information” for the purposes of the UK Market Abuse Regulation (UK MAR). You agree not to use any such information for the purposes of insider dealing, unlawful disclosure, or market manipulation, and to comply with all applicable provisions of UK MAR.

13.2 You further represent that you will comply with all applicable laws, including (without limitation) the UK Bribery Act 2010, the Proceeds of Crime Act 2002, and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

14. CONFIDENTIALITY

14.1 The content of this Website is strictly confidential and intended solely for Relevant Persons who have been granted access. You shall not copy, forward, distribute, or otherwise share Website content with any person who is not a Relevant Person, without our prior written consent.

14.2 The obligation of confidentiality does not apply to information that (a) is or becomes publicly available other than through a breach of these Terms; (b) was lawfully in your possession prior to disclosure; or (c) is required to be disclosed by law, regulation, or order of a competent authority.

15. INDEMNIFICATION

15.1 You agree to indemnify and hold harmless Penwarne, its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) your misrepresentation of your investor status or eligibility; (c) your use of the Website in violation of applicable law; or (d) any third-party claim arising from your breach of confidentiality.

16. COMPLAINTS PROCEDURE

16.1 If you wish to make a complaint about any aspect of the Website or Penwarne’s services, please contact us in writing at investments@penwarne.com with the subject line “Complaint”. We will acknowledge receipt within 5 business days and provide a substantive response within 20 business days.

16.2 As Penwarne is not authorised by the FCA, you do not have access to the Financial Ombudsman Service in relation to complaints about Penwarne. However, complaints relating to the Strategy-Manager (Profin Partners Ltd, FCA FRN 595504) may be directed to the FOS in accordance with the FCA Handbook (DISP).

17. NOTICES

17.1 Any notice or other communication required or permitted under these Terms shall be in writing and shall be deemed to have been duly given when sent by email to: (a) Penwarne: investments@penwarne.com; (b) you: the email address provided during the Qualification Gate process.

18. FORCE MAJEURE

18.1 We shall not be liable for any failure or delay in performing any obligation under these Terms where such failure or delay results from circumstances beyond our reasonable control, including acts of God, war, terrorism, pandemic, governmental action, regulatory changes, cyber-attacks, or telecommunications failure.

19. GENERAL PROVISIONS

19.1 Entire Agreement: These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and Penwarne in relation to your use of the Website, and supersede all prior agreements, representations, and understandings.

19.2 Third Party Rights: A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

19.3 Assignment: You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to any affiliate or successor entity without notice.

19.4 Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19.5 Waiver: No failure or delay by us in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy.

20. GOVERNING LAW AND JURISDICTION

20.1 These Terms are governed by and construed in accordance with the laws of England and Wales.

20.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, provided that we may take proceedings in any jurisdiction where you have assets.

21. CONTACT INFORMATION

21.1 Penwarne Digital Assets Ltd, Company No. 16919154, England and Wales. Email: investments@penwarne.com. Website: www.penwarne.com.

21.2 Strategy-Manager: Profin Partners Ltd, 105 Piccadilly, London W1J 7NJ. FCA FRN 595504.

21.3 Legal Adviser: Edwin Coe LLP.