Summary of Key Risks

Potential investors should be aware that an investment in Stonepeak-Plus Infrastructure Fund S.A. SICAV-UCI Part II – Stonepeak-Plus Infrastructure Sub-Fund (“SP+ Infra”) involves a high degree of risk. Prospective investors should conduct their own due diligence on the Shares of the Fund. An investment in the Fund involves subscribing to Shares of the Fund and not of a given underlying asset. An investment in the Fund should only be considered by persons who can afford a loss of their entire investment. Prospective investors are urged to conduct their own due diligence on the interests in the Fund and consult with their own financial, tax and legal advisors about the implications of investing in the Fund. The following is a summary of only certain considerations and is qualified in its entirety by the more detailed section describing risk factors and potential conflicts of interest set forth in the Fund’s Prospectus, which should be read carefully and in its entirety prior to investing therein. Capitalized terms not otherwise defined herein are as defined in the Prospectus.

Under the packaged retail and insurance-based investment products (PRIIPs) regulation, the Fund is classified as 6 out of 7, which is the second-highest risk class. This rates the potential losses from future performance at a high level, and poor market conditions are very likely to impact the capacity of the Fund to pay you. Be aware of currency risk. You may receive payments in a different currency, so the final return you will get depend on the exchange rate between the two currencies. This risk is not considered in the summary risk indicator. The summary risk indicator does not include all risks inherent in the Shares and therefore it does not represent the total risk to the investor. The Company may invest in assets which have valuation and performance uncertainties and liquidity risk. The Prospectus gives more detail on the risks investors should consider. This investment involves a high degree of risk and should only be made if an investor can afford the loss of its entire investment. There are no guarantees or assurances regarding the achievement of investment objectives or performance. The Fund does not include any protection from future market performance, so you could lose some or all of your investment. If we are not able to pay you what is owed, you could lose your entire investment. The whole amount of your invested capital in the Fund is at risk and there can be no guarantee that you will get back any or all of the amount invested on a redemption or transfer of Shares in the Fund.

Past Performance is Not Indicative of Future Results. Past performance is not necessarily indicative of future results, and there can be no assurance that the Fund will achieve results comparable to those of any of other Stonepeak Fund, or that the Fund will be able to implement its investment strategy or achieve its investment objectives or otherwise be profitable. In considering the performance information contained herein, investors should bear in mind that there can be no assurance that the Fund will achieve comparable results or avoid significant losses, that it will be able to effectively implement its investment objective, or that any other objectives will be met. No representation, warranty or covenant is made as to future performance or any other forward-looking statement. Further, although certain aspects of the investment programs of the Fund may overlap with another Stonepeak Fund in certain respects, except as otherwise expressly indicated herein, such other Stonepeak Funds each have different investment objectives, may be primarily managed on a day-to-day basis by different Stonepeak investment professionals.

No Assurance of Investment Return. There can be no assurance that the Fund’s objectives will be achieved, that the past, targeted, or estimated results presented herein will be achieved or that an investor will receive any distribution from the Fund. An investment should only be considered by persons who can afford a loss of their entire investment. Unless otherwise indicated, all performance information presented herein is stated as of December 31, 2024, and you should not assume the performance information and valuations are current as of any other date. Equity, debt, lending and other financial markets have experienced significant volatility and price declines recently and any such effects will be reflected in future performance information.

Leveraged Investments. The portfolio companies (which includes projects, assets and/or businesses) in which the Fund may invest may employ significant leverage. The leveraged capital structure of such portfolio companies may increase their exposure to certain factors such as rising interest rates, downturns in the economy, or deterioration in the financial condition of such portfolio companies or industry. In the event an asset cannot generate adequate cash flow to meet its debt service, the Fund will suffer a partial or total loss of capital invested in the asset, which would adversely affect the returns of the Fund and/or the performance of its investments.

No Market for Shares and Restrictions on Transfer. Interests in each Fund have not been registered under the securities laws of any jurisdiction, and, therefore, cannot be sold unless they are subsequently registered under applicable securities laws or an exemption from registration is available. There is no public market for interests in each Fund and one is not expected to develop. An investor will generally not be permitted to assign, sell, exchange, or transfer its interest in the Fund except in accordance with the Prospectus, once published.

No Assurance of Co-Investment Syndication. Stonepeak intends, from time to time, to syndicate a portion of certain investments as co-investments to Stonepeak’s existing investors and, where applicable, other co-investors. There can be no assurance that any such co-investment syndication will be successful.

Potential Conflicts of Interests. There may be occasions when Stonepeak and/or any of its affiliates encounter potential conflicts of interest in connection with a Fund’s investment activities including, without limitation, the activities of Stonepeak. There may be restructuring and/or disposition opportunities with respect to certain investments that Stonepeak cannot take advantage of because of such conflicts.

Highly Competitive Market for Investment Opportunities. The activity of identifying, completing, and realizing attractive investments is highly competitive and involves a high degree of uncertainty. There can be no assurance that a Fund will be able to locate, consummate, and exit investments that satisfy such Fund’s rate of return objectives or realize upon their values or that it will be able to invest fully its committed capital.

Reliance on the Portfolio Manager. The success of SP+ INFRA will depend in part upon the skill and expertise of the professionals of employed by its portfolio manager, Stonepeak-Plus Infrastructure Fund Advisors LLC. The interests of these professionals in Stonepeak should tend to discourage them from withdrawing from participation in a Fund’s investment activities. However, there can be no assurance that such professionals will continue to be associated with Stonepeak or its affiliates throughout the life of a Fund.

European Union Sustainable Finance Disclosure Regulation. The European regulatory environment for alternative fund managers and financial services firms continues to evolve and increase in complexity, making compliance more costly and time consuming. The Fund’s alternative investment fund manager (“AIFM”) is subject to the applicable requirements of the EU Sustainable Finance Disclosure Regulation (Regulation (EU) 2019/2088) (the “SFDR”), and it is difficult to predict the full extent of the impact of the SFDR on the Fund and the AIFM. The AIFM will reserve the right to adopt such arrangements as it deems necessary or desirable to comply with any applicable requirements of the SFDR. Any reference herein to environmental or social considerations is not intended to qualify our duty to maximize risk-adjusted returns.

Advisors and Operating Partners. Stonepeak engages and retains strategic advisors, senior advisors, consultants, operating partners and other similar professionals who are not employees or affiliates of Stonepeak and who, from time to time, receive payments from, or allocations with respect to, portfolio companies (as well as from Stonepeak or certain Funds). In such circumstances, such payments from, or allocations with respect to, portfolio companies and / or a Fund are typically treated as fund expenses and will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by Stonepeak, be deemed paid to or received by Stonepeak and such amounts will not be subject to a Fund’s offset provisions. These strategic advisors, senior advisors, consultants, operating partners and / or other professionals typically have the right or are offered the ability to co-invest alongside the Funds, including in those investments in which they are involved, or otherwise participate in equity plans for management of any such portfolio company, or invest directly in certain Funds subject to reduced or waived management fees and/or carried interest, and such co-investment and / or participation (which generally will reduce the amount invested by a Fund in any investment) generally will not be considered as part of Stonepeak’s side-by-side co-investment rights.

Material, Non-Public Information. By reason of their responsibilities in connection with other activities of Stonepeak, certain employees of the portfolio manager and its affiliates may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The Fund will not be free to act upon any such information. Due to these restrictions, the Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an Investment that it otherwise might have sold.

Legal, Tax and Regulatory Risk. Legal, tax and regulatory changes (including changing enforcement priorities, changing interpretations of legal and regulatory precedents or varying applications of laws and regulations to particular facts and circumstances) could occur during the term of a Fund that may adversely affect such Fund and its investors.

No Assurance of Closing of Signed Transactions Pending Close. References to “investment” or “realization” transactions by a Fund or Stonepeak that are made or otherwise incorporated by reference herein may sometimes be to transactions that have signed but are pending close. There can be no assurance that such transactions will close (or if they do close, that they will close on the terms agreed at signing or as currently contemplated).

Coronavirus and Public Health Emergencies. The outbreak of COVID-19, which the World Health Organization previously declared constituted a “Public Health Emergency of International Concern”, resulted in numerous deaths, adversely impacted global commercial activity and contributed to significant volatility in certain equity, debt, derivatives and commodities markets. The global impact of the outbreak rapidly evolved over the course of the COVID-19 pandemic, and at different points in time many countries reacted by instituting (or strongly encouraging) quarantines, prohibitions on travel, the closure of offices, businesses, schools, retail stores, restaurants, hotels, courts and other public venues, vaccine mandates (whether broadly applicable or limited to subsets of the population, such as certain public sector employees) and other restrictive measures designed to help slow the spread of COVID-19. Businesses also implemented, at different times and to different degrees, similar precautionary measures. Such measures, as well as the general uncertainty surrounding the dangers and impact of COVID-19, created and may again create significant disruption in the global public and private markets, supply chains and economic activity having a particularly adverse impact on transportation, hospitality, tourism, entertainment, healthcare, consumer and other industries. Governments and businesses also took, and may again take, increasingly aggressive measures to help slow COVID-19’s spread. For this reason, among others, the likelihood of the continued spread of COVID-19 resulting in, among other things, any additional or ongoing impacts, including global, regional or other economic recessions or adverse market impacts, is uncertain and difficult to assess. In addition, any public health emergency, including any new or variant outbreaks of COVID-19, SARS, H1N1/09 flu, avian flu, other coronaviruses, Ebola or other existing or new epidemic diseases, or the threat thereof, could have a significant adverse impact on the Fund and its Investments and could adversely affect the Fund’s ability to fulfill its investment objectives.

Market Volatility. The public markets are currently experiencing significant volatility and many observers believe a global economic downturn or recession is possible. The extent and duration of such environment, to the private equity industry and global markets as a whole, is currently unknown. For this reason, valuation in this environmental are subject to heightened uncertainty and subject to numerous subjective judgments, any or all of which could turn out to be incorrect with the benefit of hindsight. Furthermore, traditional valuation approaches that have been used historically may need to be modified in order to effectively capture fair value of private investments in the midst of significant volatility or market dislocation. Performance data and public company stock prices contained in the website are as of December 31, 2024 unless otherwise indicated, and such values should not be assumed to be current as of any other date.

Taxation. The future performance of a Fund and an investor’s return from its investment in such Fund may be subject to taxation. The specific tax treatment of an investor’s return will vary depending on the personal attributes of, and the facts applicable to, each investor. Investors should also be aware that the tax treatment of the performance of a Fund and any returns may be subject to change potentially with retrospective effect (for example as a result of a change in law).

Currency. All amounts specified in this website are denominated in USD. Any recipient of this website who is established or domiciled in a country whose national currency is not the USD is warned that returns from an investment in a Fund and that the costs incurred by investing in a Fund may increase or decrease as a result of currency fluctuations between the USD and such national currency.

European regulation of ESG. The European regulatory environment for alternative investment fund managers and financial services firms continues to evolve and increase in complexity, making compliance more costly and time-consuming, including in relation to sustainability and environmental, social and governance (“ESG”) matters. In particular, under SFDR, which took effect from 10 March 2021 and Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088 (the “Taxonomy Regulation”) which took effect from January 2022, in-scope alternative investment fund managers are required to provide transparency with regard to the integration of sustainability risks and the consideration of adverse sustainability impacts in their processes and with respect to the alternative investment funds (“AIFs”) that they manage or market in the EU and, where applicable, information regarding such environmental and/or social characteristics as may be promoted by the AIFs that they manage or market in the EU.

SFDR and the Taxonomy Regulation are evolving and subject to ongoing interpretation by regulators. The disclosure requirements in SFDR are supplemented by the Commission Delegated Regulation (EU) 2022/1288 of 6 April 2022 supplementing Regulation (EU) 2019/2088 of the European Parliament and of the Council with regard to regulatory technical standards (the “RTS”) specifying the details of the content and presentation of the information in relation to the principle of ‘do no significant harm’, specifying the content, methodologies and presentation of information in relation to sustainability indicators and adverse sustainability impacts, and the content and presentation of the information in relation to the promotion of environmental or social characteristics and sustainable investment objectives in pre-contractual documents, on websites and in periodic reports.

While in force, each of the Taxonomy Regulation, SFDR and the RTS are highly dynamic and remain subject to change, as a series of initiatives are ongoing for review and potential revision of each. In particular, on 14 September 2023, the European Commission published two consultations on SFDR framework. The consultations include questions on potential changes to disclosure requirements, a revised designation system and other general questions on the functioning of SFDR. In addition, on 4 December 2023, a report published by the European Supervisory Authorities proposed revisions to the RTS, including proposed changes to the disclosure framework for principal adverse impacts of investment decisions on sustainability factors and amendments to the existing disclosure templates for funds that promote environmental and/or social characteristics or which have sustainable investment or a reduction in carbon emissions as their objective. The proposed revisions to the RTS will not enter into force unless and until the proposals are adopted by the European Commission and pass through the process without objections from the European Parliament and the Council of the European Union. If the proposals are adopted, SP+ INFRA may be obliged to update existing disclosures provided to Investors in SP+ INFRA pursuant to SFDR, to align with the latest reporting templates and information obligations.

SP+ INFRA is not directly subject to SFDR or the Taxonomy Regulation but these regulations may have an indirect impact on the Portfolio Manager and SP+ INFRA by virtue of the fact the AIFM will need to comply with these regulations and provide certain sustainability related disclosures in respect of the integration of sustainability risks in its decisions and sustainability-related information with respect to SP+ INFRA and in relation to such environmental and/or social characteristics as may be promoted by SP+ INFRA as part of its investment strategy.

SP+ INFRA will bear the costs and expenses of compliance with applicable ESG-related legislation or regulations, including costs and expenses of collecting and calculating data and the preparation of policies, disclosures and reports, in addition to other matters that relate solely to marketing and regulatory matters, and such costs and expenses will reduce investor returns. Stonepeak reserves the right to adopt such arrangements as it deems necessary or desirable to comply with any applicable requirements of the SFDR, the Taxonomy Regulation and any other applicable ESG-related legislation or regulations. Any decision to invest in SP+ INFRA should take into account all the characteristics or objectives of the Fund as described in full in the Prospectus. Please also see the Fund’s website for details of the Fund’s sustainability-related disclosures: https://funds.carnegroup.com /Stonepeak-PlusInfra

Jurisdiction Investor Notices

NOTICE TO ALL NON-U.S. INVESTORS GENERALLY: IT IS THE RESPONSIBILITY OF ANY PERSONS WISHING TO SUBSCRIBE FOR SHARES TO INFORM THEMSELVES OF AND TO OBSERVE ALL APPLICABLE LAWS AND REGULATIONS OF ANY RELEVANT JURISDICTIONS. PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE, DOMICILE AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSAL OF SHARES, AND ANY FOREIGN EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERETO.

NOTICE TO ALL EEA MEMBER STATE RESIDENTS ONLY: IN RELATION TO EACH MEMBER STATE OF THE EEA (EACH A “MEMBER STATE”) WHICH HAS IMPLEMENTED THE ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (DIRECTIVE (2011/61/EU)) (THE “AIFM DIRECTIVE”) (AND FOR WHICH TRANSITIONAL ARRANGEMENTS ARE NOT AVAILABLE), THIS WEBSITE MAY ONLY BE DISTRIBUTED AND SHARES IN SP+INFRA MAY ONLY BE OFFERED OR PLACED IN A MEMBER STATE TO THE EXTENT THAT: (1) SP+ INFRA IS PERMITTED TO BE MARKETED TO PROFESSIONAL INVESTORS IN THE RELEVANT MEMBER STATE IN ACCORDANCE WITH THE AIFM DIRECTIVE (AS IMPLEMENTED INTO THE LOCAL LAW/REGULATION OF THE RELEVANT MEMBER STATE); OR (2) THIS WEBSITE MAY OTHERWISE BE LAWFULLY DISTRIBUTED AND THE SHARES MAY OTHERWISE BE LAWFULLY OFFERED OR PLACED IN THAT MEMBER STATE (INCLUDING AT THE EXCLUSIVE INITIATIVE OF THE INVESTOR). THIS IS A MARKETING COMMUNICATION. THIS IS NOT A CONTRACTUALLY BINDING DOCUMENT. PLEASE REFER TO THE PROSPECTUS OF THE FUND AND DO NOT BASE ANY FINAL INVESTMENT DECISION ON THIS COMMUNICATION ALONE.

NOTICE TO UK RESIDENTS ONLY: THE FUND IS AN UNREGULATED COLLECTIVE INVESTMENT SCHEME AS DEFINED IN THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM (“FSMA 2000”). THE FUND HAS NOT BEEN AUTHORIZED, OR OTHERWISE RECOGNIZED OR APPROVED BY THE UK FINANCIAL CONDUCT AUTHORITY (“FCA”) AND, AS AN UNREGULATED SCHEME, IT ACCORDINGLY CANNOT BE PROMOTED IN THE UNITED KINGDOM (“UK”) TO THE GENERAL PUBLIC.

IN THE UK, THE CONTENTS OF THIS WEBSITE HAVE NOT BEEN APPROVED BY AN AUTHORIZED PERSON WITHIN THE MEANING OF SECTION 21 OF FSMA 2000. APPROVAL IS REQUIRED UNLESS AN EXEMPTION APPLIES UNDER SECTION 21 OF FSMA 2000. RELIANCE ON THIS WEBSITE FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL THE PROPERTY OR OTHER ASSETS INVESTED. THIS WEBSITE WILL ONLY BE COMMUNICATED TO PERSONS TO WHOM A FINANCIAL PROMOTION CAN BE MADE LAWFULLY BY AN UNAUTHORIZED PERSON (WITHOUT PRIOR APPROVAL OF AN AUTHORIZED PERSON) PURSUANT TO THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE “FPO”) AND THEN, IF MADE BY AN AUTHORIZED PERSON, ONLY WHERE IT CAN ALSO BE MADE UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (AS AMENDED) (THE “PCISO”). IT WILL THEREFORE ONLY BE COMMUNICATED TO:

A) PERSONS BELIEVED ON REASONABLE GROUNDS TO FALL WITHIN ONE OF THE CATEGORIES OF “INVESTMENT PROFESSIONALS” AS DEFINED IN ARTICLE 19(5) OF THE FPO AND ARTICLE 14 PCISO;

B) PERSONS BELIEVED ON REASONABLE GROUNDS TO BE “HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC” WITHIN THE MEANING OF ARTICLE 49 OF THE FPO AND ARTICLE 22 PCISO: AND

C) PERSONS TO WHOM THIS WEBSITE MAY OTHERWISE LAWFULLY BE PROVIDED IN ACCORDANCE WITH FSMA 2000 AND THE FPO (AS AMENDED).

ANY PERSON WHO IS IN ANY DOUBT ABOUT THE INVESTMENT TO WHICH THIS WEBSITE RELATES SHOULD CONSULT AN AUTHORIZED PERSON SPECIALIZED IN ADVISING ON INVESTMENTS OF THE KIND IN QUESTION. TRANSMISSION OF THIS WEBSITE TO ANY OTHER PERSON IN THE UK IS UNAUTHORIZED AND MAY CONTRAVENE FSMA 2000.

STONEPEAK-PLUS INFRASTRUCTURE FUND ADVISORS LLC WILL MANAGE THE GLOBAL DISTRIBUTION OF THIS OFFERING OF THE FUND (REGISTERED NAME: STONEPEAK-PLUS INFRASTRUCTURE SUB-FUND, A SUB-FUND OF STONEPEAK-PLUS INFRASTRUCTURE FUND S.A. SICAV-UCI PART II; INCORPORATED IN LUXEMBOURG; RCS NUMBER: B293836; REGISTERED OFFICE: 3, RUE JEAN PIRET, L-2350 LUXEMBOURG, GRAND DUCHY OF LUXEMBOURG).

FOR AUSTRALIAN RESIDENTS ONLY: THE OFFER OF SHARES CONTAINED IN THIS WEBSITE IS DIRECTED ONLY TO PERSONS WHO QUALIFY AS “WHOLESALE CLIENTS” WITHIN THE MEANING OF SECTION 761G OF THE CORPORATIONS ACT 2001 (CTH) (“CORPORATIONS ACT”).

IF THE SHARES ARE TO BE ON-SOLD OR TRANSFERRED TO INVESTORS IN AUSTRALIA WITHOUT A DISCLOSURE DOCUMENT, WITHIN 12 MONTHS OF THE ISSUE OF THE SHARES, THE SHARES MAY ONLY BE ON-SOLD OR TRANSFERRED TO PERSONS IN AUSTRALIA WHO ARE ‘WHOLESALE CLIENTS’ UNDER SECTION 761G OF THE CORPORATIONS ACT (“WHOLESALE CLIENT”). EACH RECIPIENT OF THIS WEBSITE WARRANTS THAT IT IS A WHOLESALE CLIENT.

THIS WEBSITE IS NOT A DISCLOSURE DOCUMENT FOR THE PURPOSES OF THE CORPORATIONS ACT. THIS WEBSITE HAS NOT BEEN, AND WILL NOT BE, REVIEWED BY, NOR LODGED WITH, THE AUSTRALIAN SECURITIES & INVESTMENTS COMMISSION AND DOES NOT CONTAIN ALL THE INFORMATION THAT A DISCLOSURE DOCUMENT IS REQUIRED TO CONTAIN. THE DISTRIBUTION OF THIS WEBSITE IN AUSTRALIA HAS NOT BEEN AUTHORISED BY ANY REGULATORY AUTHORITY IN AUSTRALIA.

THIS WEBSITE IS PROVIDED FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE THE PROVISION OF ANY FINANCIAL PRODUCT ADVICE OR RECOMMENDATION AND IT DOES NOT TAKE INTO ACCOUNT THE INVESTMENT OBJECTIVES, FINANCIAL SITUATION AND PARTICULAR NEEDS OF ANY PERSON AND NEITHER SP+ INFRA, NOR ANY OTHER PERSON REFERRED TO IN THIS WEBSITE, IS LICENSED TO PROVIDE FINANCIAL PRODUCT ADVICE IN AUSTRALIA. YOU SHOULD READ THIS WEBSITE CAREFULLY AND CONSIDER WHETHER THE INVESTMENT IS SUITABLE FOR YOU, HAVING REGARD TO YOUR INVESTMENT OBJECTIVES, FINANCIAL SITUATION AND PARTICULAR NEEDS. THERE IS NO COOLINGOFF REGIME THAT APPLIES IN RELATION TO THE ACQUISITION OF SHARES IN AUSTRALIA.

SP+ INFRA IS NOT REGISTERED AS A SCHEME OR AS A FOREIGN COMPANY IN AUSTRALIA, NOR IS THE INVESTMENT MANAGER.

FOR RESIDENTS IN BAHRAIN ONLY: ACCREDITED INVESTORS ARE:

A. INDIVIDUALS WHO HAVE A MINIMUM NET WORTH (OR JOINT NET WORTH WITH THEIR SPOUSE) OF USD 1,000,000, EXCLUDING THAT PERSON’S PRINCIPAL PLACE OF RESIDENCE;

B. COMPANIES, PARTNERSHIPS, TRUSTS OR OTHER COMMERCIAL UNDERTAKINGS, WHICH HAVE FINANCIAL ASSETS AVAILABLE FOR INVESTMENT OF NOT LESS THAN USD 1,000,000; OR

C. GOVERNMENTS, SUPRANATIONAL ORGANISATIONS, CENTRAL BANKS OR OTHER NATIONAL MONETARY AUTHORITIES, AND STATE ORGANISATIONS WHOSE MAIN ACTIVITY IS TO INVEST IN FINANCIAL INSTRUMENTS (SUCH AS STATE PENSION FUNDS).

INDIVIDUALS AND COMMERCIAL UNDERTAKINGS MAY ELECT IN WRITING TO BE TREATED AS ACCREDITED INVESTORS SUBJECT TO MEETING AT LEAST TWO OF THE FOLLOWING CONDITIONS:

A. THE INVESTOR HAS CARRIED OUT TRADING/INVESTING TRANSACTIONS, IN SIGNIFICANT SIZE (I.E., VALUE OF TRANSACTIONS AGGREGATING USD 200,000) OVER THE LAST 12-MONTH PERIOD;

B. THE SIZE OF THE INVESTOR’S FINANCIAL ASSETS PORTFOLIO INCLUDING CASH DEPOSITS AND FINANCIAL INSTRUMENTS IS USD 500,000 OR MORE; AND/OR

C. THE INVESTOR WORKS OR HAS WORKED IN THE FINANCIAL SECTOR FOR AT LEAST ONE YEAR IN A PROFESSIONAL POSITION, WHICH REQUIRES KNOWLEDGE OF THE TRANSACTIONS OR SERVICES ENVISAGED (I.E., THE POSITION WAS PROFESSIONAL IN NATURE AND HELD IN A FIELD THAT ALLOWED THE CLIENT TO ACQUIRE KNOWLEDGE OF TRANSACTIONS OR SERVICES THAT HAVE COMPARABLE FEATURES AND A COMPARABLE LEVEL OF COMPLEXITY TO THE TRANSACTIONS OR SERVICES ENVISAGED).

FOR RESIDENTS OF THE BRITISH VIRGIN ISLANDS ONLY: SP+ INFRA IS NOT REGISTERED OR RECOGNISED IN THE BRITISH VIRGIN ISLANDS AND AS SUCH SHARES IN SP+ INFRA MAY NOT BE OFFERED TO INDIVIDUALS IN THE BRITISH VIRGIN ISLANDS. HOWEVER, SHARES MAY BE OFFERED TO BRITISH VIRGIN ISLANDS BUSINESS COMPANIES (FROM OUTSIDE THE BRITISH VIRGIN ISLANDS) WITHOUT RESTRICTION. A BRITISH VIRGIN ISLANDS BUSINESS COMPANY IS A COMPANY FORMED UNDER OR OTHERWISE GOVERNED BY THE BRITISH VIRGIN ISLANDS BUSINESS COMPANIES ACT, 2004 (BRITISH VIRGIN ISLANDS).

FOR CANADIAN RESIDENTS ONLY: THIS WEBSITE IS BEING PROVIDED TO YOU BY FOR INFORMATIONAL PURPOSES ONLY AND IS NOT, AND UNDER NO CIRCUMSTANCES SHOULD BE CONSTRUED AS, AN ADVERTISEMENT, OFFERING, PROSPECTUS OR SOLICITATION FOR PURCHASERS OF SECURITIES IN CANADA. SP+INFRA IS NOT REGISTERED, NOR IS IT CURRENTLY RELYING ON AN EXEMPTION FROM REGISTRATION, AS A DEALER, ADVISER OR INVESTMENT FUND MANAGER IN CANADA. INVESTMENTS IN SHARES MAY ONLY BE MADE BY ELIGIBLE PRIVATE PLACEMENT PURCHASERS THAT QUALIFY AS “ACCREDITED INVESTORS” AND “PERMITTED CLIENTS” UNDER APPLICABLE CANADIAN SECURITIES LAWS PURSUANT TO APPLICABLE CANADIAN PRIVATE PLACEMENT OFFERING DOCUMENTS, WHICH WILL BE PROVIDED TO YOU UPON REQUEST AND IN COMPLIANCE WITH APPLICABLE PROSPECTUS AND REGISTRATION REQUIREMENTS OR PURSUANT TO EXEMPTIONS FROM REGISTRATION. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS REVIEWED THIS WEBSITE OR HAS IN ANY WAY PASSED UPON THE MERITS OF ANY FUND OR SHARES REFERENCED IN THIS WEBSITE AND ANY REWEBSITE TO THE CONTRARY IS AN OFFENCE.

THIS WEBSITE CONSTITUTES AN OFFERING OF THESE SECURITIES ONLY IN THOSE JURISDICTIONS AND TO THOSE PERSONS WHERE AND TO WHOM THEY MAY BE LAWFULLY OFFERED FOR SALE, AND ONLY BY PERSONS PERMITTED TO SELL THESE SECURITIES. THIS WEBSITE IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN ADVERTISEMENT OR A PUBLIC OFFERING OF THESE SECURITIES IN CANADA. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY PASSED UPON THIS WEBSITE OR THE MERITS OF THESE SECURITIES, AND ANY REWEBSITE TO THE CONTRARY IS AN OFFENCE.

SECURITIES OF SP+ INFRA MAY BE DISTRIBUTED IN CANADA IN RELIANCE ON CERTAIN EXEMPTIONS FROM THE PROSPECTUS REQUIREMENT, THE DEALER REGISTRATION REQUIREMENT AND THE INVESTMENT FUND MANAGER REGISTRATION REQUIREMENT APPLICABLE IN CERTAIN CANADIAN JURISDICTIONS.

SP+ INFRA IS NOT PRESENTLY, NOR DOES IT INTEND TO BECOME, A “REPORTING ISSUER”, AS SUCH TERM IS DEFINED UNDER APPLICABLE PROVINCIAL OR TERRITORIAL SECURITIES LEGISLATION, IN ANY PROVINCE OR TERRITORY OF CANADA IN WHICH THE INTERESTS WILL BE OFFERED.

FOR RESIDENTS OF THE CAYMAN ISLANDS ONLY: THIS WEBSITE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR SHARES.

FOR GERMAN RESIDENTS ONLY: THE CONTENTS OF THIS WEBSITE HAVE NOT BEEN VERIFIED BY THE GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY (BUNDESANTSTALT FÜR FINANZDIENSTLEISTUNGSAUFSICHT, “BAFIN”). THE SHARES MAY ONLY BE MARKETED OR ACQUIRED WITHIN GERMANY IN ACCORDANCE WITH THE GERMAN CAPITAL INVESTMENT ACT (KAPITALANLAGEGESETZBUCH, “KAGB”) AND ANY LAWS AND REGULATIONS APPLICABLE IN GERMANY GOVERNING THE ISSUE, OFFERING, MARKETING AND SALE OF THE SHARES.

THE SHARES ARE PERMITTED TO BE MARKETED IN GERMANY ONLY TO “PROFESSIONAL INVESTORS” AND “SEMIPROFESSIONAL INVESTORS” AS DEFINED IN THE KAGB AND THE AIFM DIRECTIVE.

THE SHARES MUST NOT BE MARKETED IN GERMANY, NEITHER DIRECTLY NOR INDIRECTLY, TO GERMAN PRIVATE INVESTORS AS DEFINED IN THE KAGB.

PROSPECTIVE GERMAN INVESTORS ARE STRONGLY ADVISED TO CONSIDER POSSIBLE TAX CONSEQUENCES OF AN INVESTMENT IN SP+ INFRA AND SHOULD CONSULT THEIR OWN TAX ADVISORS IN THAT RESPECT.

NOTWITHSTANDING THE REFERENCES TO ANY COMPARTMENT OR FUND VEHICLE OTHER THAN STONEPEAK-PLUS INFRASTRUCTURE FUND S.A. SICAV-UCI PART II – STONEPEAK-PLUS INFRASTRUCTURE FUND SUB-FUND – I OR ANY INTEREST IN ANY SUCH COMPARTMENT IN THIS WEBSITE, NO INTEREST OTHER THAN THE SHARES ARE BEING OFFERED HEREBY TO PROSPECTIVE GERMAN INVESTORS. TO THE EXTENT THAT THIS WEBSITE PROVIDES INFORMATION ON COMPARTMENTS OR FUND VEHICLES OTHER THAN STONEPEAK-PLUS INFRASTRUCTURE FUND S.A. SICAV-UCI PART II – STONEPEAK-PLUS INFRASTRUCTURE SUB-FUND, SUCH INFORMATION IS FOR INVESTOR DISCLOSURE PURPOSES ONLY. THE INTERESTS IN ANY SUCH COMPARTMENT OR OTHER FUND VEHICLE MUST NOT BE MARKETED IN GERMANY WITHIN THE MEANING OF § 293 PARA. 1 KAGB.

FOR GUERNSEY RESIDENTS ONLY: SP+ INFRA HAS NOT BEEN AUTHORIZED BY THE GUERNSEY FINANCIAL SERVICES COMMISSION (THE “COMMISSION”) OR THE STATES OF GUERNSEY NOR HAS IT BEEN DELIEVERED TO THE COMMISSON PURSUANT TO THE PROSPECTUS RULES AND GUIDANCE 2021 ISSUED UNDER THE PROTECTION OF INVESTORS (BAILIWICK OF GUERNSEY) LAW, 2020 (THE “POI LAW”) AND THEREFORE THIS WEBSITE MAY NOT BE CIRCULATED BY WAY OF PUBLIC OFFER IN THE BAILIWICK OF GUERNSEY.

THE WEBSITE MAY ONLY BE DISTRIBUTED OR CIRCULATED DIRECTLY OR INDIRECTLY IN OR FROM WITHIN THE BAILIWICK OF GUERNSEY (I) BY PERSONS LICENSED TO DO SO BY THE COMMISSION UNDER THE POI LAW OR (II) TO PERSONS LICENSED UNDER THE POI LAW, THE BANKING SUPERVISION (BAILIWICK OF GUERNSEY) LAW, 2020, THE INSURANCE BUSINESS (BAILIWICK OF GUERNSEY) LAW, 2002, THE INSURANCE MANAGERS AND INSURANCE INTERMEDIARIES (BAILIWICK OF GUERNSEY) LAW, 2002 OR THE REGULATION OF FIDUCIARIES, ADMINISTRATION BUSINESSES AND COMPANY DIRECTORS, ETC. (BAILIWICK OF GUERNSEY) LAW, 2020.

NEITHER THE GUERNSEY FINANCIAL SERVICES COMMISSION NOR THE STATES OF GUERNSEY TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF SP+ INFRA OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARD TO IT.

IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS WEBSITE YOU SHOULD CONSULT YOUR ACCOUNTANT, LEGAL OR PROFESSIONAL ADVISER OR FINANCIAL ADVISER.

THE BOARD OF SP+ INFRA HAS TAKEN ALL REASONABLE CARE TO ENSURE THAT THE FACTS STATED IN THIS WEBSITE ARE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS, AND THAT THERE ARE NO OTHER FACTS THE OMISSION OF WHICH WOULD MAKE MISLEADING ANY STATEMENT IN THE WEBSITE, WHETHER OF FACTS OR OF OPINION. THE BOARD ACCEPTS RESPONSIBILITY ACCORDINGLY. IT SHOULD BE REMEMBERED THAT THE PRICE OF SHARES AND THE INCOME FROM THEM CAN GO DOWN AS WELL AS UP.

FOR HONG KONG RESIDENTS ONLY: THE CONTENTS OF THIS WEBSITE HAVE NOT BEEN REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS WEBSITE, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE. SP+ INFRA OR THE ISSUE OF THIS WEBSITE HAS NOT BEEN AUTHORIZED BY THE SECURITIES AND FUTURES COMMISSION IN HONG KONG PURSUANT TO THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG) (THE “SFO”). THE SHARES HAVE NOT BEEN AND WILL NOT BE OFFERED OR SOLD IN HONG KONG BY MEANS OF ANY MEMORANDUM, OTHER THAN (A) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THAT ORDINANCE; OR (B) IN OTHER CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN OFFER OR INVITATION TO THE PUBLIC WITHIN THE MEANING OF THE SFO.

FOR RESIDENTS OF THE ISLE OF MAN: SP+ INFRA IS NOT SUBJECT TO ANY FORM OF REGULATION OR APPROVAL IN THE ISLE OF MAN. THIS WEBSITE HAS NOT BEEN REGISTERED OR APPROVED FOR DISTRIBUTION IN THE ISLE OF MAN AND MAY ONLY BE DISTRIBUTED IN OR INTO THE ISLE OF MAN BY A PERSON PERMITTED UNDER ISLE OF MAN LAW TO DO SO AND IN ACCORDANCE WITH THE ISLE OF MAN COLLECTIVE INVESTMENT SCHEMES ACT 2008 AND REGULATIONS MADE THEREUNDER. THE PARTICIPANTS IN SP+ INFRA ARE NOT PROTECTED BY ANY STATUTORY COMPENSATION SCHEME.

FOR ISRAELI RESIDENTS ONLY: THE SHARES IN SP+ INFRA DESCRIBED IN THIS WEBSITE HAVE NOT BEEN REGISTERED AND ARE NOT EXPECTED TO BE REGISTERED UNDER THE ISRAELI SECURITIES LAW — 1968 (THE ”SECURITIES LAW”) OR UNDER THE ISRAELI JOINT INVESTMENT TRUST LAW – 1994 (“JOINT INVESTMENT LAW”). ACCORDINGLY, THE SHARES IN SP+ INFRA DESCRIBED HEREIN WILL ONLY BE OFFERED AND SOLD IN ISRAEL PURSUANT TO APPLICABLE PRIVATE PLACEMENT EXEMPTIONS, (I) TO QUALIFIED INVESTORS DESCRIBED IN SECTION 15A(B)(1) OF THE SECURITIES LAW AND THE FIRST SCHEDULE OF THE SECURITIES LAW (“QUALIFIED ISRAELI INVESTORS”) AND TO 35 OR FEWER OFFEREES THAT ARE NON-QUALIFIED ISRAELI INVESTORS DURING A CONSECUTIVE 12-MONTH PERIOD, AS PERMITTED UNDER THE APPLICABLE EXEMPTIONS OF THE SECURITIES LAW; AND (II) SHALL INCLUDE AT ANY GIVEN TIME AN UNLIMITED NUMBER OF QUALIFIED ISRAELI INVESTORS, AND UP TO ADDITIONAL 50 PARTICIPANTS THAT ARE NOT QUALIFIED ISRAELI INVESTORS, AS PERMITTED UNDER THE APPLICABLE EXEMPTIONS OF THE JOINT INVESTMENT LAW. IF ANY RECIPIENT IN ISRAEL OF A COPY OF THIS WEBSITE IS NOT QUALIFIED AS SUCH, SUCH RECIPIENT SHOULD PROMPTLY RETURN THIS WEBSITE TO SP+ INFRA. SP+ INFRA IS NOT A LICENSED INVESTMENT MARKETER UNDER THE LAW FOR THE REGULATION OF PROVISION OF INVESTMENT ADVICE, MARKETING INVESTMENTS AND PORTFOLIO MANAGEMENT – 1995 (THE “INVESTMENT ADVISOR LAW”) AND SP+ INFRA DOES NOT MAINTAIN INSURANCE AS REQUIRED UNDER SUCH LAW. ACCORDINGLY, THE SHARES IN SP+ INFRA DESCRIBED HEREIN WILL ONLY BE OFFERED AND SOLD IN ISRAEL TO PARTIES WHICH QUALIFY AS “QUALIFIED CLIENT” FOR PURPOSES OF SECTION 3(A)(11) AND FIRST SCHEDULE OF THE INVESTMENT ADVISOR LAW.

FOR ITALIAN RESIDENTS ONLY: THIS WEBSITE AND THE OFFER OF THE SHARES OF SP+ INFRA IS ADDRESSED TO PROFESSIONAL INVESTORS AS DEFINED IN THE ITALIAN CONSOLIDATED LAW ON FINANCE NO. 58 OF FEBRUARY 24, 1998, AS AMENDED FROM TIME TO TIME (THE “FCA”) AND IN THE REGULATIONS OF THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA (CONSOB) ISSUED PURSUANT TO IT, IN ACCORDANCE WITH THE FRAMEWORK OF DIRECTIVE 2014/65/EU OF MAY 15, 2014 ON MARKETS AND FINANCIAL INSTRUMENTS AND REGULATION (EU) NO 600/2014 OF MAY, 15 2014 ON MARKETS AND FINANCIAL INSTRUMENTS. IN ADDITION TO PROFESSIONAL INVESTORS, THE SHARES OF SP+ INFRA MAY BE OFFERED TO THE FOLLOWING CATEGORIES OF INVESTORS PURSUANT TO ARTICLE 14, PARAGRAPH 2, OF THE MINISTERIAL DECREE NO. 30 OF 2015, AS AMENDED (COLLECTIVELY, “ITALIAN QUALIFYING INVESTORS”):

A. INVESTORS WHO SUBSCRIBE OR PURCHASE SHARES OF SP+ INFRA FOR AN INITIAL, NOT FRACTIONABLE AMOUNT OF EUR 500,000;

B. ENTITIES AUTHORIZED TO PROVIDE PORTFOLIO MANAGEMENT SERVICES WHO, IN EXECUTION OF THEIR INVESTMENT MANDATE, SUBSCRIBE OR PURCHASE SHARES OF SP+ INFRA FOR AN INITIAL AMOUNT OF NOT LESS THAN EUR 100,000 ON BEHALF OF A RETAIL INVESTORS; AND

C. INVESTORS WHO SUBSCRIBE OR PURCHASE SHARES OF SP+ INFRA FOR AN INITIAL, NOT FRACTIONABLE AMOUNT OF EUR 100,000, PROVIDED THAT THE FOLLOWING TWO CONDITIONS JOINTLY APPLY: (I) THE INVESTOR’S COMMITMENTS IN ALTERNATIVE INVESTMENT FUNDS RESERVED TO PROFESSIONAL INVESTORS DO NOT EXCEED THE 10% OF THE AGGREGATE INVESTOR’S FINANCIAL PORTFOLIO; AND (II) THE INVESTOR IS MAKING THE COMMITMENT ON THE BASIS OF THE INVESTMENT ADVICE RECEIVED FROM AN ENTITY DULY LICENSED TO PROVIDE SUCH SERVICES.

THE ADDRESSEE ACKNOWLEDGES AND CONFIRMS THE ABOVE AND HEREBY AGREES NOT TO CIRCULATE THIS WEBSITE IN ITALY UNLESS EXPRESSLY PERMITTED BY, AND IN COMPLIANCE WITH, APPLICABLE LAW.

IN ADDITION, ANY INVESTOR WILL BE REQUIRED TO AGREE AND REPRESENT THAT ANY ON-SALE OR OFFER OF ANY SHARE BY SUCH INVESTOR (IN ACCORDANCE WITH SP+ INFRA’S DOCUMENTS) SHALL BE MADE IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

FOR JAPAN RESIDENTS ONLY: REGISTRATION PURSUANT TO ARTICLE 4, PARAGRAPH 1 OF THE FINANCIAL INSTRUMENTS AND EXCHANGE ACT OF JAPAN, AS AMENDED (THE “FIEA”) HAS NOT BEEN AND WILL NOT BE MADE WITH RESPECT TO THE SOLICITATION OF AN OFFER TO PURCHASE A SHARE OF SP+ INFRA ON THE GROUND THAT THE SOLICITATION QUALIFIES AS A “SOLICITATION FOR A SMALL NUMBER OF INVESTORS” (AS DEFINED IN ARTICLE 23-13, PARAGRAPH 4 OF THE FIEA) SINCE IT DOES NOT FALL UNDER THE CATEGORY SET FORTH IN ARTICLE 2, PARAGRAPH 3, ITEM 3 OF THE FIEA, AND SHARES IN SUCH FUND ARE “SECURITIES” AS DEFINED IN ARTICLE 2, PARAGRAPH 2, ITEM 6 OF THE FIEA. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT SP+ INFRA HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FIEA AS “TYPE 2 FINANCIAL INSTRUMENT TRADER” (DAINISHU KINYUSHOHIN TORIHIKI GYO) NOR “INVESTMENT MANAGEMENT BUSINESS” (TOSHI UNYO GYO), AND NO TRANSFER OF SHARES SHALL BE PERMITTED IN ANY MANNER WHATSOEVER IF SUCH TRANSFER REQUIRES SP+ INFRA TO BE REGISTERED AS “TYPE 2 FINANCIAL INSTRUMENT TRADER” (DAINISHU KINYUSHOHIN TORIHIKI GYO) AND/OR “INVESTMENT MANAGEMENT BUSINESS” (TOSHI UNYO GYO) UNDER THE FIEA.

FOR RESIDENTS IN JERSEY ONLY: SUBJECT TO CERTAIN EXEMPTIONS (IF APPLICABLE), SP+ INFRA SHALL NOT RAISE MONEY IN JERSEY BY WAY OF THE ISSUE, AND THIS WEBSITE RELATING TO THE ISSUE SHALL NOT BE CIRCULATED IN JERSEY, WITHOUT FIRST OBTAINING CONSENT FROM THE JERSEY FINANCIAL SERVICES COMMISSION PURSUANT TO THE CONTROL OF BORROWING (JERSEY) ORDER 1958, AS AMENDED. CONSENT UNDER THE CONTROL OF BORROWING (JERSEY) ORDER 1958 HAS NOT BEEN OBTAINED FOR THE CIRCULATION OF THIS OFFER AND IT MUST BE DISTINCTLY UNDERSTOOD THAT THE JERSEY FINANCIAL SERVICES COMMISSION DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF OR ANY REWEBSITES MADE IN CONNECTION WITH SP+ INFRA. BY ACCEPTING THIS OFFER EACH PROSPECTIVE INVESTOR IN JERSEY REPRESENTS AND WARRANTS THAT HE OR SHE IS IN POSSESSION OF SUFFICIENT INFORMATION TO BE ABLE TO MAKE A REASONABLE EVALUATION OF THE OFFER. SUBJECT TO CERTAIN EXEMPTIONS (IF APPLICABLE), OFFERS FOR SECURITIES IN SP+ INFRA MAY ONLY BE DISTRIBUTED AND PROMOTED IN OR FROM WITHIN JERSEY BY PERSONS WITH APPROPRIATE REGISTRATION UNDER THE FINANCIAL SERVICES (JERSEY) LAW 1998, AS AMENDED. NEITHER SP+ INFRA NOR THE ACTIVITIES OF ANY FUNCTIONARY WITH REGARD TO SP+ INFRA ARE SUBJECT TO THE PROVISIONS OF THE FINANCIAL SERVICES (JERSEY) LAW 1998.

FOR RESIDENTS IN KUWAIT: THIS WEBSITE IS NOT FOR GENERAL CIRCULATION TO THE PUBLIC OR PRIVATELY IN KUWAIT. THE SHARES IN SP+ INFRA HAVE NOT BEEN LICENSED FOR OFFERING IN KUWAIT BY THE KUWAIT CAPITAL MARKETS AUTHORITY OR ANY OTHER RELEVANT KUWAITI GOVERNMENTAL AGENCY. THE OFFERING OF SHARES IN SP+ INFRA IN KUWAIT ON THE BASIS OF A PRIVATE PLACEMENT OR PUBLIC OFFERING IS, THEREFORE, RESTRICTED IN ACCORDANCE WITH LAW NO. 7 OF 2010 AND THE BYLAWS THERETO (AS AMENDED). NO PRIVATE OR PUBLIC OFFERING OF THE SHARES IS BEING MADE IN KUWAIT, AND NO AGREEMENT RELATING TO THE SALE OF THE SHARES WILL BE CONCLUDED IN KUWAIT. NO MARKETING OR SOLICITATION OR INDUCEMENT ACTIVITIES ARE BEING USED TO OFFER OR MARKET THE SHARES IN IN KUWAIT.

FOR QATARI RESIDENTS ONLY: THIS OFFERING HAS NOT BEEN FILED WITH, REVIEWED OR APPROVED BY THE QATAR CENTRAL BANK, ANY OTHER RELEVANT QATAR GOVERNMENTAL BODY OR SECURITIES EXCHANGE. THIS WEBSITE, AND ANY OTHER MATERIAL RELATING TO SP+ INFRA IS BEING ISSUED TO A LIMITED NUMBER OF INVESTORS AND SHOULD NOT BE PROVIDED TO ANY PERSON OTHER THAN THE ORIGINAL RECIPIENT. THEY ARE NOT FOR GENERAL CIRCULATION IN THE STATE OF QATAR AND SHOULD NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE.

FOR SAUDI ARABIAN RESIDENTS ONLY: THIS WEBSITE MAY NOT BE DISTRIBUTED IN THE KINGDOM OF SAUDI ARABIA EXCEPT TO SUCH PERSONS AS ARE PERMITTED UNDER THE OFFERS OF SECURITIES REGULATIONS ISSUED BY THE CAPITAL MARKET AUTHORITY. THE CAPITAL MARKET AUTHORITY DOES NOT MAKE ANY REWEBSITE AS TO THE ACCURACY OR COMPLETENESS OF THIS WEBSITE, AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM, OR INCURRED IN RELIANCE UPON, ANY PART OF THIS WEBSITE. PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE ACCURACY OF THE INFORMATION RELATING TO THE SHARES. IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS WEBSITE, YOU SHOULD CONSULT AN AUTHORISED FINANCIAL ADVISER.

FOR SINGAPORE RESIDENTS ONLY: THE OFFER OR INVITATION OF THE SHARES OF SP+INFRA, WHICH IS THE SUBJECT OF THIS WEBSITE, DOES NOT RELATE TO A COLLECTIVE INVESTMENT SCHEME WHICH IS AUTHORISED UNDER SECTION 286 OF THE SECURITIES AND FUTURES ACT 2001, AS AMENDED FROM TIME TO TIME (THE “SFA”), OR RECOGNISED UNDER SECTION 287 OF THE SFA.

SP+ INFRA IS NOT AUTHORISED UNDER SECTION 286 OF THE SFA OR RECOGNISED UNDER SECTION 287 OF THE SFA BY THE MONETARY AUTHORITY OF SINGAPORE (THE “MAS”) AND THE SHARES ARE NOT ALLOWED TO BE OFFERED TO THE RETAIL PUBLIC. THIS WEBSITE AND ANY OTHER DOCUMENT OR MATERIAL ISSUED IN CONNECTION WITH THE OFFER OR SALE IS NOT A PROSPECTUS AS DEFINED IN THE SFA AND ACCORDINGLY, STATUTORY LIABILITY UNDER THE SFA IN RELATION TO THE CONTENT OF PROSPECTUSES DOES NOT APPLY, AND YOU SHOULD CONSIDER CAREFULLY WHETHER THE INVESTMENT IS SUITABLE FOR YOU.

THIS WEBSITE HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS WITH THE MAS. ACCORDINGLY, THIS WEBSITE AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE SHARES MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THE SHARES BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR PURSUANT TO SECTION 304 OF THE SFA, (II) TO AN ACCREDITED INVESTOR PURSUANT TO SECTION 305 OF THE SFA, AND IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 305 OF THE SFA, AND WHERE APPLICABLE, THE CONDITIONS SPECIFIED IN REGULATION 3 OF THE SECURITIES AND FUTURES (CLASSES OF INVESTORS) REGULATIONS 2018; OR (III) OTHERWISE PURSUANT TO AND IN ACCORDANCE WITH THE CONDITIONS OF ANY OTHER APPLICABLE PROVISION OF THE SFA. SHARES SUBSCRIBED OR PURCHASED PURSUANT TO SECTIONS 304 OR 305 OF THE SFA MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH PROVISIONS OF SECTIONS 304A AND 305A OF THE SFA RESPECTIVELY.

WHERE SHARES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 305 OF THE SFA BY A RELEVANT PERSON WHICH IS:

(a) A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR (AS DEFINED IN SECTION 4A OF THE SFA)) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR; OR

(b) A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY OF THE TRUST IS AN INDIVIDUAL WHO IS AN ACCREDITED INVESTOR, SECURITIES (AS DEFINED IN SECTION 2(1) OF THE SFA) OF THAT CORPORATION OR THE BENEFICIARIES’ RIGHTS AND SHARES (HOWSOEVER DESCRIBED) IN THAT TRUST SHALL NOT BE TRANSFERRED WITHIN SIX MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS ACQUIRED THE SHARES PURSUANT TO AN OFFER MADE UNDER SECTION 305 OF THE SFA EXCEPT:

(1) TO AN INSTITUTIONAL INVESTOR OR TO A RELEVANT PERSON DEFINED IN SECTION 305(5) OF THE SFA, OR TO ANY PERSON ARISING FROM AN OFFER REFERRED TO IN SECTION 275(1A) OR SECTION 305A(3)(c)(ii) OF THE SFA;

(2) WHERE NO CONSIDERATION IS OR WILL BE GIVEN FOR THE TRANSFER;

(3) WHERE THE TRANSFER IS BY OPERATION OF LAW;

(4) AS SPECIFIED IN SECTION 305A(5) OF THE SFA; OR

(5) AS SPECIFIED IN REGULATION 36A OF THE SECURITIES AND FUTURES (OFFERS OF INVESTMENTS) (COLLECTIVE INVESTMENT SCHEMES) REGULATIONS 2005 OF SINGAPORE.

BY ACCEPTING RECEIPT OF THIS DOCUMENT, A PERSON IN SINGAPORE REPRESENTS AND WARRANTS THAT HE IS ENTITLED TO RECEIVE SUCH DOCUMENT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH ABOVE AND AGREES TO BE BOUND BY THE LIMITATIONS CONTAINED HEREIN.

THE SHARES ARE CAPITAL MARKETS PRODUCTS OTHER THAN PRESCRIBED CAPITAL MARKETS PRODUCTS (AS DEFINED IN THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018) AND SPECIFIED INVESTMENT PRODUCTS (AS DEFINED IN MAS NOTICE SFA 04-N12: NOTICE ON THE SALE OF INVESTMENT PRODUCTS AND MAS NOTICE FAA-N16: NOTICE ON RECOMMENDATIONS ON INVESTMENT PRODUCTS).

FOR SOUTH KOREAN RESIDENTS ONLY: NEITHER SP+ INFRA NOR ANY OF ITS AFFILIATE IS MAKING ANY REWEBSITE WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF THIS WEBSITE TO ACQUIRE THE SHARES UNDER THE LAWS OF KOREA, INCLUDING, BUT WITHOUT LIMITATION, THE FOREIGN EXCHANGE TRANSACTION LAW AND REGULATIONS THEREUNDER. THE SHARES IN SP+ INFRA ARE BEING OFFERED AND SOLD IN KOREA ONLY TO QUALIFIED PROFESSIONAL INVESTORS AS DEFINED IN ARTICLE 301, PARAGRAPH 2 OF THE ENFORCEMENT DECREE OF THE FINANCIAL INVESTMENT SERVICES AND CAPITAL MARKETS ACT (FSCMA), AND PURSUANT TO THE REQUIREMENTS OR APPLICABLE EXEMPTIONS UNDER THE FSCMA. SP+ INFRA HAS NOT BEEN, AND WILL NOT BE, REGISTERED IN KOREA FOR PUBLIC OFFERING, AND THIS WEBSITE IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN ADVERTISEMENT OR A PUBLIC OFFERING OF THE UNITS THEREIN IN SOUTH KOREA.

NONE OF THE SHARES IN SP+ INFRA MAY BE OFFERED, SOLD OR DELIVERED, OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN SOUTH KOREA OR TO ANY RESIDENT OF SOUTH KOREA EXCEPT PURSUANT TO APPLICABLE LAWS AND REGULATIONS OF SOUTH KOREA. FURTHERMORE, THE SHARES IN SP+ INFRA MAY NOT BE RE-SOLD TO SOUTH KOREAN RESIDENTS UNLESS THE PURCHASER OF THE SHARES IN SP+ INFRA COMPLIES WITH ALL APPLICABLE REGULATORY REQUIREMENTS (INCLUDING, BUT NOT LIMITED TO, GOVERNMENTAL APPROVAL REQUIREMENTS UNDER THE FOREIGN EXCHANGE TRANSACTION LAW AND ITS SUBORDINATE DECREES AND REGULATIONS) IN CONNECTION WITH PURCHASE OF THE SHARES IN SP+ INFRA.

RECIPIENTS OF THIS WEBSITE ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER, AND SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE IN CONNECTION WITH ANY PURCHASE AND THE RISKS ASSOCIATED WITH SUCH INVESTMENT.

NEITHER SP+ INFRA NOR ANY OF ITS AFFILIATES IS MAKING ANY REWEBSITE WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF THIS WEBSITE TO ACQUIRE THE SHARES UNDER THE LAWS OF KOREA, INCLUDING, WITHOUT LIMITATION, THE FOREIGN EXCHANGE TRANSACTION LAW AND REGULATIONS THEREUNDER. THE SHARES HAVE NOT BEEN REGISTERED WITH THE FINANCIAL SERVICES COMMISSION OF KOREA (THE “FSC”) IN KOREA UNDER THE FINANCIAL INVESTMENT SERVICES AND CAPITAL MARKETS ACT OF KOREA, AND THE SHARES MAY NOT BE OFFERED, SOLD OR DELIVERED, OR OFFERED OR SOLD TO ANY PERSON FOR REOFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN KOREA OR TO ANY RESIDENT OF KOREA EXCEPT PURSUANT TO APPLICABLE LAWS AND REGULATIONS OF KOREA. FURTHERMORE, THE SHARES MAY NOT BE RESOLD TO KOREAN RESIDENTS UNLESS THE PURCHASER OF THE SHARES COMPLIES WITH ALL APPLICABLE REGULATORY REQUIREMENTS (INCLUDING, WITHOUT LIMITATION, GOVERNMENTAL APPROVAL REQUIREMENTS UNDER THE FOREIGN EXCHANGE TRANSACTION LAW AND ITS SUBORDINATE DECREES AND REGULATIONS) IN CONNECTION WITH THE PURCHASE OF THE SHARES.

FOR SWITZERLAND RESIDENTS ONLY:

SWITZERLAND – GENERAL INFORMATION

THIS WEBSITE DOES NOT CONSTITUTE A PROSPECTUS PURSUANT TO THE COLLECTIVE INVESTMENT SCHEMES ACT DATED 23 JUNE 2006 AS AMENDED (THE “CISA”) OR THE FINANCIAL SERVICES ACT DATED 15 JUNE 2018 AS AMENDED (THE “FINSA”) AND MAY NOT COMPLY WITH THE INFORMATION STANDARDS REQUIRED THEREUNDER. THE SHARES IN SP+ INFRA WILL NOT BE LISTED ON THE SIX SWISS EXCHANGE OR ANOTHER SWISS EXCHANGE AND CONSEQUENTLY THE INFORMATION PRESENTED IN THIS WEBSITE DOES NOT NECESSARILY COMPLY WITH THE STANDARDS SET OUT IN THE RELEVANT LISTING RULES.

THE DOCUMENTATION OF SP+ INFRA HAS NOT BEEN APPROVED BY THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY (“FINMA”) FOR DISTRIBUTION TO NON-QUALIFIED INVESTORS. SP+ INFRA ONLY CAN BE OFFERED TO INSTITUTIONAL AND PROFESSIONAL INVESTORS WITHIN THE MEANING OF ART. 4 (3)-(5) FINSA, AS WELL AS HNWI, PRIVATE INVESTMENT STRUCTURES CREATED FOR THEM WITH OPTING-OUT AS DEFINED IN ARTICLE 5 PARAGRAPH 1 FINSA AND RETAIL INVESTORS WITHIN THE MEANING OF ART. 103ter CISA (QUALIFIED INVESTORS).

INVESTORS DO NOT BENEFIT FROM SUPERVISION BY FINMA. AN INVESTMENT IN SP+ INFRA IS THEREFORE ONLY AVAILABLE TO, AND ANY ADVERTISING IS ONLY DIRECTED AT, INSTITUTIONAL AND PROFESSIONAL CLIENTS ACCORDING TO FINSA AND RETAIL INVESTORS WITHIN THE MEANING OF ART. 103ter CISA. THEREFORE, AN INVESTMENT IN SP+ INFRA MAY CARRY HIGHER LEVELS OF RISKS. THIS WEBSITE MAY ONLY BE USED BY THOSE PERSONS TO WHOM IT HAS BEEN DELIVERED IN CONNECTION WITH THE SHARES OF SP+ INFRA AND MAY NEITHER BE COPIED, DIRECTLY/INDIRECTLY DISTRIBUTED, NOR MADE AVAILABLE TO OTHER PERSONS. THIS WEBSITE DOES NOT CONSTITUTE INVESTMENT ADVICE.

THE REPRESENTATIVE IN SWITZERLAND IS:
Mont-Fort Funds AG
63 chemin Plan-Pra
1936 Verbier
Switzerland

THE PAYING AGENT IN SWITZERLAND IS:
Banque Heritage S.A.
61 Route de Chêne
Case Postale 6600
CH-1211 Geneva 6
Switzerland

SWITZERLAND – LOCATION WHERE THE RELEVANT DOCUMENTS MAY BE OBTAINED

THE PROSPECTUS, THE ARTICLES OF ASSOCIATION AS WELL AS THE ANNUAL REPORTS AND OTHER SHAREHOLDER REPORTS MAY BE OBTAINED FREE OF CHARGE FROM THE SWISS REPRESENTATIVE.

SWITZERLAND – PAYMENT OF RETROCESSIONS AND REBATES

SP+ INFRA AND ITS AGENTS DO NOT CURRENTLY PAY ANY RETROCESSIONS TO THIRD PARTIES AS REMUNERATION FOR DISTRIBUTION ACTIVITY IN RESPECT OF SHARES IN OR FROM SWITZERLAND.

SP+ INFRA AND ITS AGENTS MAY, UPON REQUEST, PAY REBATES OR THEIR EQUIVALENT DIRECTLY TO INVESTORS. THE PURPOSE OF REBATES IS TO REDUCE THE FEES OR COSTS INCURRED BY THE INVESTOR IN QUESTION.

REBATES ARE PERMITTED PROVIDED THAT:

A. THEY ARE PAID FROM FEES RECEIVED BY SP+ INFRA AND THEREFORE DO NOT REPRESENT AN ADDITIONAL CHARGE ON SP+ INFRA ASSETS;

B. THEY ARE GRANTED ON THE BASIS OF OBJECTIVE CRITERIA; AND

C. ALL INVESTORS WHO MEET THESE OBJECTIVE CRITERIA AND DEMAND REBATES ARE ALSO GRANTED THESE WITHIN THE SAME TIMEFRAME AND TO THE SAME EXTENT.

THE OBJECTIVE CRITERIA FOR THE GRANTING OF REBATES ARE AS FOLLOWS:

A. THE SIZE OF THE INVESTOR’S COMMITMENT TO SP+ INFRA; OR

B. INVESTING BY FIRST CLOSE.

SWITZERLAND – PLACE OF PERFORMANCE AND JURISDICTION

IN RESPECT OF THE SHARES OFFERED IN SWITZERLAND, THE PLACE OF PERFORMANCE IS THE REGISTERED OFFICE OF THE REPRESENTATIVE. THE PLACE OF JURISDICTION IS AT THE REGISTERED OFFICE OF THE REPRESENTATIVE OR AT THE REGISTERED OFFICE OR PLACE OF RESIDENCE OF THE INVESTOR.

FOR TAIWANESE RESIDENTS ONLY: THE OFFER OF SHARES OF SP+ INFRA HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE FINANCIAL SUPERVISORY COMMISSION OF TAIWAN, R.O.C. (“TAIWAN”) PURSUANT TO RELEVANT SECURITIES LAWS AND REGULATIONS AND SUCH SHARES OF SP+ INFRA MAY NOT BE OFFERED OR SOLD WITHIN TAIWAN THROUGH A PUBLIC OFFERING OR A PRIVATE PLACEMENT OR IN A CIRCUMSTANCE WHICH CONSTITUTES AN OFFER OR A PRIVATE PLACEMENT WITHIN THE MEANING OF THE SECURITIES AND EXCHANGE ACT OR THE SECURITIES INVESTMENT TRUST AND CONSULTING ACT OF TAIWAN THAT REQUIRES A REGISTRATION OR APPROVAL OF THE FINANCIAL SUPERVISORY COMMISSION OF TAIWAN. NO PERSON OR ENTITY IN TAIWAN HAS BEEN AUTHORISED OR WILL BE AUTHORISED TO OFFER OR SELL SHARES OF SP+ INFRA IN TAIWAN.

FOR RESIDENTS OF UNITED ARAB EMIRATES ONLY: THE OFFERING OF THE SHARES HAS NOT BEEN APPROVED OR LICENSED BY THE UAE CENTRAL BANK, THE UAE SECURITIES AND COMMODITIES AUTHORITY (“SCA”), THE DUBAI FINANCIAL SERVICES AUTHORITY (“DFSA”), THE FINANCIAL SERVICES REGULATORY AUTHORITY (“FSRA”) OR ANY OTHER RELEVANT LICENSING AUTHORITIES IN THE UAE, AND ACCORDINGLY DOES NOT CONSTITUTE A PUBLIC OFFER OF SECURITIES IN THE UAE IN ACCORDANCE WITH THE COMMERCIAL COMPANIES LAW, FEDERAL LAW NO. 32 OF 2021, THE SCA’S FINANCIAL ACTIVITIES RULEBOOK AND MECHANISMS OF ADJUSTMENT OR OTHERWISE. ACCORDINGLY, THE SHARES MAY NOT BE OFFERED TO THE PUBLIC IN THE UAE (INCLUDING THE DUBAI INTERNATIONAL FINANCIAL CENTRE (“DIFC”) AND THE ABU DHABI GLOBAL MARKET (“ADGM”)).

THIS WEBSITE IS STRICTLY PRIVATE AND CONFIDENTIAL AND IS BEING ISSUED TO A LIMITED NUMBER OF INVESTORS:

A. WHO FALL WITHIN THE EXCEPTIONS TO THE SCA’S FINANCIAL ACTIVITIES RULEBOOK AND MECHANISMS OF ADJUSTMENT;

B. UPON THEIR REQUEST AND CONFIRMATION THAT THEY UNDERSTAND THAT THE FUND HAS NOT BEEN APPROVED OR LICENSED BY OR REGISTERED WITH THE UAE CENTRAL BANK, THE SCA, DFSA, FSRA OR ANY OTHER RELEVANT LICENSING AUTHORITIES OR GOVERNMENTAL AGENCIES IN THE UAE; AND

C. TO THE NAMED ADDRESSEE ONLY, WHO HAS SPECIFICALLY REQUESTED IT, AND SHOULD NOT BE GIVEN OR SHOWN TO ANY OTHER PERSON (OTHER THAN EMPLOYEES, AGENTS OR CONSULTANTS IN CONNECTION WITH THE ADDRESSEE’S CONSIDERATION THEREOF), AND MUST NOT BE PROVIDED TO ANY PERSON OTHER THAN THE ORIGINAL RECIPIENT, AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE.

FOR RESIDENTS OF THE UAE’S DUBAI INTERNATIONAL FINANCIAL CENTRE (“DIFC”) ONLY: THIS WEBSITE RELATES TO A FUND WHICH IS NOT SUBJECT TO ANY FORM OF REGULATION OR APPROVAL BY THE DUBAI FINANCIAL SERVICES AUTHORITY (“DFSA”). THIS WEBSITE IS INTENDED FOR DISTRIBUTION ONLY TO PERSONS MEETING THE CRITERIA OF A “PROFESSIONAL CLIENT” IN ACCORDANCE WITH THE DFSA’S RULES AND MUST NOT, THEREFORE, BE DELIVERED TO, OR RELIED ON BY, ANY OTHER PERSON.

THE DFSA HAS NO RESPONSIBILITY FOR REVIEWING OR VERIFYING ANY WEBSITE OR OTHER DOCUMENTS IN CONNECTION WITH SP+ INFRA. ACCORDINGLY, THE DFSA HAS NOT APPROVED THIS WEBSITE OR ANY OTHER ASSOCIATED DOCUMENTS NOR TAKEN ANY STEPS TO VERIFY THE INFORMATION SET OUT IN THIS WEBSITE, AND HAS NO RESPONSIBILITY FOR IT.

THE SHARES TO WHICH THIS WEBSITE RELATES MAY BE ILLIQUID AND/OR SUBJECT TO RESTRICTIONS ON THEIR RESALE. PROSPECTIVE PURCHASERS SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE SHARES. IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS WEBSITE, YOU SHOULD CONSULT AN AUTHORISED FINANCIAL ADVISER.

FOR RESIDENTS OF THE UAE’S ABU DHABI GLOBAL MARKET ONLY: THE FINANCIAL SERVICES REGULATORY AUTHORITY (“FSRA”) OF THE ABU DHABI GLOBAL MARKET ACCEPTS NO RESPONSIBILITY FOR REVIEWING OR VERIFYING THIS INVESTMENT OPPORTUNITY AND THE INFORMATION CONTAINED HEREIN OR OTHER DOCUMENTS IN CONNECTION WITH THIS INVESTMENT OPPORTUNITY. ACCORDINGLY, THE FSRA HAS NOT APPROVED THE INFORMATION SUPPLIED IN RESPECT OF THIS INVESTMENT OPPORTUNITY OR ANY OTHER ASSOCIATED DOCUMENTS NOR TAKEN ANY STEPS TO VERIFY THE INFORMATION IN RESPECT OF THIS INVESTMENT OPPORTUNITY, AND HAS NO RESPONSIBILITY FOR IT.

THE UNDERLYING ASSETS TO WHICH THIS INVESTMENT OPPORTUNITY RELATES MAY BE ILLIQUID AND/OR SUBJECT TO RESTRICTIONS ON THEIR RESALE. PROSPECTIVE INVESTORS SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THIS INVESTMENT OPPORTUNITY. IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS INVESTMENT OPPORTUNITY YOU SHOULD CONSULT AN AUTHORIZED FINANCIAL ADVISER.