Terms and Conditions of TLG CAPITAL SGOIC SA

Last Updated: September 27, 2025

These Terms and Conditions (“Terms”) govern the relationship between TLG CAPITAL SGOIC SA (“TLG CAPITAL,” “we,” “us” or “our”) and each investor (“Investor” or “you”) in funds (FCRs and SICAFIs) managed by TLG CAPITAL. By subscribing to or investing in any fund managed by TLG CAPITAL, you agree to these Terms and all applicable Portuguese laws and regulations.

1. Corporate Identification
   TLG CAPITAL SGOIC SA is a sociedade gestora de organismos de investimento coletivo de pequena dimensão duly incorporated under Portuguese law (NIPC 513 728 933), registered with the Commercial Registry of Lisbon under article 4 of CMVM Regulation (“Regulation”) n.º 10/2021. Its registered office is at Rua de São Bento 240, 1250-223 Lisbon, Portugal. TLG CAPITAL is authorized by the Comissão do Mercado de Valores Mobiliários (“CMVM”) to manage Fundo de Capital de Risco (“FCR”) and Sociedade de Investimento e Capital de Risco Fechada de Investidores Qualificados (“SICAFI”).

2. Regulatory Compliance
   2.1 Licensing and Supervision
   TLG CAPITAL holds CMVM license no. SGOIC-0015 for the management of UCITS alternative funds (FCRs and SICAFIs). We comply with the CMVM’s supervisory regime, including submission of annual reports, semi-annual financial statements, and any other required disclosures under CMVM Regulation n.º 10/2021 and CMVM Regulation n.º 2/2022.
   2.2 Reporting Obligations
   TLG CAPITAL shall file quarterly portfolio composition reports, annual certified financial statements, and RGA-mandated internal audit reports within statutory deadlines. All reporting adheres to CMVM Instruction no. 8/2015 on transparency and investor information.

3. Governance and Management
   3.1 Organizational Structure
   TLG CAPITAL’s governance bodies comprise a Board of Directors, an Internal Control Committee, and a Risk and Compliance Officer, each appointed according to RGA guidelines.
   3.2 Responsibilities
   – Board of Directors: defines strategic policy, approves fund rules, and ensures compliance.
   – Internal Control Committee: monitors internal controls, compliance, and anti-money laundering procedures.
   – Risk and Compliance Officer: implements risk-management framework in line with CMVM Regulation n.º 3/2023.
   3.3 Internal Controls
   We maintain documented policies for segregation of duties, trade-order execution, NAV calculation, and periodic internal audits in compliance with RGA standards.

4. Investment Policies
   4.1 Permitted Investments
   – FCRs: equity in unlisted Portuguese or EU SMEs, venture-capital operations, and asset-backed financing consistent with FCR rules.
   – SICAFIs: shares in closed-ended qualified-investor funds, structured products, and private placements limited to 30% aggregate leverage.
   4.2 Risk Management
   We apply Value-at-Risk limits, stress testing, and scenario analyses. Counterparty exposure per entity is capped at 20% of fund NAV. No investment in instruments prohibited by CMVM Circular Letter no. 16/2020.
   4.3 Investment Restrictions
   – Maximum leverage: 100% for FCRs; 200% for SICAFIs.
   – Concentration limits: single-issuer exposure ≤ 20% NAV.
   – No short-selling of consumer credit instruments or investment in non-UCITS collective undertakings outside EU.

5. Client Relations and Transparency
   5.1 Investor Rights
   Investors receive a Key Investor Information Document (“KIID”) before subscription, periodic NAV statements monthly, and audited annual reports.
   5.2 Disclosure Requirements
   Material changes (investment policy, fees, risk profile) will be notified at least 15 days prior to implementation.
   5.3 Conflicts of Interest
   We maintain a Conflicts of Interest Policy identifying and mitigating conflicts via information barriers, related-party transaction controls, and independent pricing.
   5.4 Complaints Procedure
   Investors may submit complaints in writing to info@tlg.vc. We will acknowledge within 5 business days and resolve within 30 calendar days, escalating to CMVM if unresolved.

6. Fees and Expenses
   6.1 Management Fee
   Up to 2% p.a. of NAV for FCRs and 1.5% p.a. for SICAFIs, calculated and accrued monthly.
   6.2 Performance Fee
   20% of net profits above an 8% hurdle rate (European Long-Term Investors’ Benchmark), subject to high-watermark.
   6.3 Other Expenses
   Fund-level expenses (custody, audit, regulatory fees) are borne by the fund; capped at 0.5% p.a. of NAV. All fees comply with CMVM Regulation n.º 10/2021 caps.

7. Liability and Indemnification
   7.1 Liability
   TLG CAPITAL and its directors shall be liable for willful misconduct or gross negligence, subject to the limits set by Portuguese law and CMVM Regulation.
   7.2 Indemnification
   Investors indemnify TLG CAPITAL against third-party claims arising from inaccurate information provided by the Investor or breach of these Terms.

8. Amendments and Termination
   8.1 Amendments
   TLG CAPITAL may amend these Terms or fund rules with CMVM approval. Notice of at least 30 days will be given to Investors.
   8.2 Termination
   TLG CAPITAL may terminate fund management by CMVM order or upon unanimous investor resolution. Winding-up proceeds are distributed in pari passu according to fund documents.

9. Governing Law and Jurisdiction
   These Terms are governed by Portuguese law. Any dispute shall be subject to the exclusive jurisdiction of the Courts of Lisbon, Portugal.

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TLG CAPITAL SGOIC SA
Rua de São Bento 240, 1250-223 Lisbon, Portugal

Email – info@tlg.vc