ERAM · Compliance · Risk Disclosure

Risk Disclosure.

A non-exhaustive summary of the principal risks associated with co-investing in ERAM Real Estate projects. This is an orientation document only — read each project's Information Memorandum in full before subscribing. Capital is at risk.

Effective date: 1 May 2026 · Last updated: 12 May 2026 · Owner: Board of Directors (with input from legal counsel) · Review cycle: Annual; per project at IM preparation

1. Introduction and important notice

This Risk Disclosure Statement sets out a non-exhaustive description of the principal risks associated with co-investing in real-estate development projects offered by ERAM Real Estate Sh.P.K. and its project special-purpose vehicles (SPVs).

This is a summary document for orientation. It does not replace the full Risk Factors section of each project's Information Memorandum (IM), which an investor must read in full before subscribing. Capital invested is at risk. Past performance is not a guide to future performance. Indicative figures (target IRR, holding period, share price) are based on current assumptions and may differ materially from outcomes.

2. General investment risks

  • Loss of capital — partial or total loss of the amount invested is possible.
  • Illiquidity — shares in project SPVs are not listed on any exchange and have no readily available secondary market. Investors should expect to hold their shares until the project's natural exit.
  • No guarantee of return — target IRR figures are illustrative only and are not promises, projections or guarantees.
  • Concentration — investment in a single project SPV is concentrated by definition; investors should consider portfolio diversification beyond the ERAM platform.

3. Real-estate-specific risks

  • Development risk — delays, cost overruns, design changes, or failure to obtain or maintain permits;
  • Construction risk — contractor performance, materials availability, defects, force majeure;
  • Market risk — changes in property prices, demand, rental rates, vacancy and yield;
  • Valuation risk — independent valuations are inherently estimates and may differ materially from realised sale or rental income;
  • Tenant risk (rental projects) — non-payment, vacancy, lease re-negotiation;
  • Capital-call risk — should an SPV require further equity to complete delivery, an additional capital raise may be initiated. Existing shareholders may participate pro-rata or be diluted under pre-emption and dilution rules in the Shareholders' Agreement;
  • Environmental and physical risk — ground conditions, contamination, flood, earthquake and climate exposures.

4. Regulatory and legal risks

  • Changes in Kosovo law, tax law or regulation affecting real estate, construction, or capital markets;
  • Changes in EU law to the extent ERAM's structure passports into or relies on EU practice;
  • Adverse outcomes of permit, planning, environmental or other administrative procedures;
  • Litigation involving the SPV, the Sponsor, contractors or other counterparties.

5. Operational and platform risks

  • Operational failure at ERAM, a service provider, the custodian bank, or the KYC provider;
  • Cyber-attack, data breach, or extended outage of the Investors Portal;
  • Errors in calculation of distributions, share allocations or reporting;
  • Loss or misappropriation of capital prior to deployment, despite escrow controls.

6. Sponsor and group risks

  • Dependence on key personnel at ERAM and Kelmendi Holdings;
  • Reputational damage to ERAM or the broader group affecting demand for projects and shares;
  • Conflict of interest between ERAM, project SPVs, and other Kelmendi Holdings affiliates, despite the Conflict of Interest Policy;
  • Insolvency of the Sponsor or a service provider.

7. Country and macroeconomic risks

  • Kosovo political and economic developments, including currency, inflation and interest-rate movements;
  • Regional security and geopolitical developments;
  • EU integration trajectory of Kosovo and its impact on capital markets;
  • Cross-border tax and reporting changes affecting non-resident investors.

8. Tax risks

Tax treatment of an investment in an SPV depends on the investor's individual circumstances and may change. Investors are responsible for obtaining independent tax advice in their country of residence. ERAM and the SPV do not provide tax advice.

9. Liquidity, transfers and secondary market

Shares in project SPVs are subject to a lock-up period and transfer restrictions set out in the SPV's Shareholders' Agreement and the project IM. Where a secondary-transfer mechanism is offered, it operates on a best-efforts basis only — there is no guarantee of liquidity at any particular time or price.

10. Forward-looking statements

Statements about future events, including targeted returns, timelines, occupancy, sale prices and exit values, are forward-looking statements based on assumptions current at the time of the IM. Actual outcomes may differ materially. No representation is made that any forward-looking statement will prove accurate.

11. No reliance and acknowledgement

Before subscribing to any ERAM offering, investors must read the project Information Memorandum and subscription documentation in full, satisfy themselves of the risks, obtain independent advice if needed, and confirm in writing that they have done so.

Contact

Questions regarding this policy, or to report a concern: [email protected]. Confidential reports may also be made via our Whistleblowing channel.

ERAM Real Estate Sh.P.K. · Business no. (NUI) 812052025 · Registered 13/06/2023 · Rruga Agim Ramadani, Nr. 2, 10000 Prishtina, Kosovo