Risk Disclosure

1. General Investment Risks

The AEGON digital note (electronic security / elektrooniline väärtpaber) represents economic rights associated with a real estate development project in Tallinn, Estonia, issued by AEGON SPA OÜ, an Estonian Special Purpose Vehicle (SPV) structured as an osaühing (OÜ). Acquiring AEGON digital notes involves a high degree of risk. Prospective investors should carefully consider all risk factors described in this disclosure, as well as any additional information provided in the digital note offering documentation, before making an investment decision.

The risks described below are not exhaustive. Additional risks and uncertainties that are not currently known to AEGON, or that AEGON currently considers immaterial, may also adversely affect the project, the SPV, or the value of the digital notes.

2. Real Estate Development Risks

2.1 Construction and Development Risk

The AEGON project is a development-stage property. Construction projects are inherently subject to delays, cost overruns, supply chain disruptions, labour shortages, and unforeseen technical challenges. There is no guarantee that the project will be completed on schedule, within budget, or at all. Delays or cost increases may materially affect projected returns and the financial viability of the project.

2.2 Planning and Permitting Risk

The project is subject to obtaining and maintaining all necessary planning permissions, building permits, and regulatory approvals from Estonian authorities, including the Tallinn City Government and relevant inspectorates. Changes in planning regulations, zoning laws, or building codes may require modifications to the project design, increase costs, or prevent completion.

2.3 Property Valuation Risk

The note price is derived from the Net Asset Value (NAV) of the underlying property, which is based on periodic appraisals and management estimates. Property valuations are inherently subjective and may not reflect the actual market value that could be realised upon sale. The Estonian real estate market is subject to cyclical fluctuations, and property values may decline due to economic downturns, changes in interest rates, demographic shifts, or other market conditions.

2.4 Occupancy and Revenue Risk

The projected financial returns are based on assumptions regarding occupancy rates for the residential lofts, membership uptake for the wellness club, and revenue from spa and hospitality services. There is no guarantee that these assumptions will be met. Lower-than-expected occupancy or membership rates, increased competition, or changes in consumer preferences may result in lower revenues and reduced returns to note holders.

3. Digital Note-Specific Risks

3.1 Liquidity Risk

AEGON digital notes may have limited liquidity. There is no guarantee that a secondary market for the digital notes will develop or be maintained. Note holders may not be able to sell their digital notes at the desired price, or at all, and may be required to hold their digital notes for an extended period. The absence of a liquid secondary market may result in significant losses if you need to liquidate your investment.

3.2 Note Value Fluctuation

The value of AEGON digital notes may fluctuate significantly. Note prices are influenced by factors including, but not limited to, the underlying property value, market sentiment, regulatory developments, macroeconomic conditions, and supply and demand dynamics. The note price may fall below the initial purchase price, and investors may lose part or all of their investment.

3.3 No Guaranteed Returns

All projected returns, yield estimates, and financial projections presented on this website or in related materials are forward-looking statements based on assumptions and estimates. They are not guarantees of future performance. Actual results may differ materially from projections due to a wide range of factors, many of which are beyond the control of AEGON SPA OÜ.

3.4 Note Structure Risk

Depending on the legal structure of the digital note offering, note holders may hold contractual claim rights against the SPV rather than direct ownership of the underlying property. In the event of the SPV's insolvency, note holders' claims may be subordinated to those of secured creditors, and recovery may be limited or impossible. The rights of note holders are defined by the digital note offering documentation and the SPV's constitutional documents, not by the blockchain record alone.

4. Regulatory and Legal Risks

4.1 Regulatory Classification Risk

The regulatory classification of the AEGON digital note may be subject to interpretation by the Estonian Financial Supervision and Resolution Authority (Finantsinspektsioon), the European Securities and Markets Authority (ESMA), or other competent authorities. If the digital note is classified as a financial instrument under MiFID II or as a security under national law, additional regulatory requirements may apply, including prospectus obligations, licensing requirements, and investor protection rules. Changes in regulatory classification may affect the ability to issue, transfer, or hold digital notes.

4.2 MiCA Compliance Risk

Regulation (EU) 2023/1114 (Markets in Crypto-Assets Regulation, "MiCA") establishes a comprehensive regulatory framework for crypto-assets in the European Union. MiCA requirements, including white paper obligations, disclosure rules, and conduct of business standards, may apply to the AEGON digital note. Non-compliance with MiCA may result in enforcement actions, fines, or restrictions on the digital note offering.

4.3 Tax Risk

The tax treatment of digital note investments varies by jurisdiction and may be subject to change. Note holders are responsible for determining their own tax obligations in their jurisdiction of residence. Estonian tax law provides for 0% corporate income tax on undistributed profits of the SPV, but distributions (including dividends or income payments to note holders) may be subject to Estonian withholding tax and/or income tax in the investor's jurisdiction of residence. Prospective investors should consult with qualified tax advisors.

4.4 AML/KYC Requirements

All digital note transactions are subject to Anti-Money Laundering (AML) and Know Your Customer (KYC) verification procedures as required by the Estonian Money Laundering and Terrorist Financing Prevention Act. Investors who fail to complete KYC verification may be unable to purchase, hold, or transfer digital notes. AEGON and Nestor.exchange reserve the right to refuse service to any individual or entity that does not meet verification requirements.

5. Technology Risks

5.1 Blockchain and Smart Contract Risk

AEGON digital notes are issued on a blockchain platform. Blockchain technology is still evolving and may be subject to technical vulnerabilities, including smart contract bugs, network congestion, consensus failures, or protocol changes (hard forks). While smart contracts are audited, no audit can guarantee the absence of all vulnerabilities. Exploits or failures in the underlying blockchain or smart contracts may result in loss of digital notes or inability to transfer or redeem them.

5.2 Cybersecurity Risk

Digital assets are subject to cybersecurity risks, including hacking, phishing, and unauthorised access. While AEGON and its technology partners implement security measures, no system is completely immune to cyberattacks. Loss of private keys, compromise of wallet credentials, or breaches of the Nestor.exchange platform may result in permanent loss of digital notes.

5.3 Platform Dependency Risk

Digital note issuance and trading are facilitated through Nestor.exchange. AEGON SPA OÜ does not control the Nestor.exchange platform and is not responsible for its availability, security, or operational continuity. Disruption, suspension, or cessation of the Nestor.exchange platform may affect the ability to purchase, sell, or transfer digital notes.

6. SPV and Counterparty Risks

6.1 SPV Insolvency Risk

AEGON SPA OÜ is a special purpose vehicle with limited assets and operations. In the event of insolvency, the SPV's assets (primarily the AEGON property) would be subject to claims by all creditors, and note holders' claims may be subordinated to those of secured creditors, including banks and construction lenders. Recovery in insolvency proceedings may be partial or nil.

6.2 Key Person Risk

The success of the AEGON project depends significantly on the expertise, experience, and continued involvement of the founding team and key personnel, including the project developers and management. The departure, incapacity, or unavailability of key individuals may adversely affect the project's execution and performance.

6.3 Conflict of Interest

The directors and officers of AEGON SPA OÜ may have interests that differ from those of note holders. Decisions regarding the management, financing, and disposition of the property are made by the SPV's management, and note holders (particularly those holding debt-based digital notes or non-voting equity digital notes) may have limited ability to influence such decisions.

7. Market and Economic Risks

7.1 Macroeconomic Risk

The performance of the AEGON project is influenced by macroeconomic conditions, including interest rates, inflation, employment levels, and economic growth in Estonia and the broader European Union. Economic downturns, recessions, or financial crises may adversely affect property values, rental income, and the demand for wellness and hospitality services.

7.2 Currency Risk

The AEGON digital note is denominated in euros (EUR). Investors whose base currency is not the euro are exposed to currency exchange rate fluctuations, which may increase or decrease the value of their investment when converted to their home currency.

7.3 Competition Risk

The wellness, hospitality, and residential real estate markets in Tallinn and Estonia are competitive. New entrants, changes in consumer preferences, or the development of competing properties may reduce the demand for AEGON's services and residential units, adversely affecting revenue and property value.

8. Force Majeure

The AEGON project may be affected by events beyond the control of AEGON SPA OÜ, including but not limited to natural disasters, pandemics, wars, civil unrest, government actions, sanctions, or other force majeure events. Such events may delay construction, disrupt operations, reduce revenue, or otherwise adversely affect the project and the value of digital notes.

9. No Deposit Protection

AEGON digital notes are not bank deposits and are not protected by any deposit guarantee scheme, including the Estonian Guarantee Fund (Tagatisfond) or any equivalent scheme in other jurisdictions. In the event of loss, there is no government or institutional safety net for note holders.

10. Suitability

Investment in AEGON digital notes is suitable only for investors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment, and who have the financial capacity to bear the economic risk of the investment, including the possibility of a complete loss. Prospective investors should not invest funds that they cannot afford to lose.

11. Independent Advice

AEGON SPA OÜ strongly recommends that all prospective investors seek independent legal, financial, and tax advice before making any investment decision. The information provided on this website and in related materials is not a substitute for professional advice tailored to your individual circumstances.

12. Acknowledgement

By expressing interest in the AEGON digital note offering or using this website, you acknowledge that you have read and understood this Risk Disclosure, that you are aware of the risks associated with investing in tokenised real estate, and that you accept full responsibility for your investment decisions.

13. Contact

For questions regarding this Risk Disclosure or the AEGON digital note offering, please contact: