Investment Policy

Key Information on the Investment

ITC Bonds from BWRE Capital B.V.

This document was prepared on June 5th 2024

This document helps you better understand the risks, costs, and returns of the investment.

Please note! This document and offer have not been reviewed by the AFM.

What is offered and by whom?

The ITC Bonds are offered by BWRE Capital B.V. (BWRE Capital). The offeror is also the issuer of the ITC Bonds.

The issuer issues bonds to the public with the proceeds of which the issuer invests in Money Market Funds and/or Italian Tax Credits through a Special Purpose Vehicle based in Italy.

The offeror’s website is bwrecapital.com

The website of the offer is bond.bwrecapital.com

What are the main risks for you as an investor?

In general, the higher the offered or expected return, the higher the risk. The offered or expected return on the ITC Bonds depends on the profit that BWRE Capital makes. There is a chance that the profit may be lower than expected or even a loss, which may result in you receiving less return or even losing all or part of your investment. The main reasons why BWRE Capital may not be able to pay out the offered or expected return or even your investment are:

• The Italian tax authority may not honor the credits due to changes in tax laws or fiscal policies;
• The Italian tax authority may not honor the credits due to financial difficulties of the (legal) person selling the credits;
• The timing of receiving the payment from the Italian tax authority may be uncertain, which can affect the liquidity of the investment.

The issuer has the intention to have the ITC Bonds listed and tradable on the NPEX stock exchange within one month after issuance. Nevertheless, there may be no buyer for your bond if you wish to dispose of your investment in the meantime. You thus run the risk of not being able to get your money back at the time you want and having to hold on to your investment for longer or having to sell your bond at a lower price.

Should the listing on the NPEX stock exchange not be completed for whatever reason, the ITC Bonds are not tradable on any other stock exchange or platform and therefore have limited marketability. This means that there may be no buyer for your ITC Bonds if you wish to dispose of your investment in the interim. You then run the risk that you cannot get your money back at the time you want and have to hold on to your investment for longer or have to sell your ITC Bonds at a lower price.

Other important risks also exist. More information on these risks can be found in this document under the heading Further Information on the Risks.

What is the target market for this investment?

The ITC Bonds are offered to qualified investors as defined in article 2 subparagraph e of Regulation (EU) 2017/1129 (the Prospectus Regulation) residing in the Netherlands.

The ITC Bonds are suitable for investors who seek regular income streams, are risk-tolerant for high levels of risk, and have at least a good understanding of tax credits and the Italian market.

The ITC Bonds are not suitable for investors who run into (financial) problems if they lose (a part of their investment), have a neutral or conservative risk profile, are interested in short-term investments, and/or have a limited understanding of tax credits and the Italian market.

These bonds are offered to qualified investors, but that does not necessarily mean that the bonds are right for all qualified investors. There are risks involved in investing in the ITC Bonds. Whether the ITC Bonds are suitable for an investor depends on several aspects (e.g., personal circumstances, financial circumstances, experience with investing, and risk profile). All investors should consult a financial advisor prior to investing in the ITC Bonds. Investors should only invest with money that is not necessary for essential expenses.

If any of the examples below applies to an investor, the ITC Bonds are not suitable for that investor:

• The investor doesn’t want to take any risks on his/her investments;
• The investor has no experience in investing;
• The investor does not know what BWRE Capital does;
• The investor does not know how bonds work;
• The investor cannot afford to lose money;
• The investor has borrowed money to invest;
• The investor will be reduced in his/her pension and/or will have less money for essential expenses (e.g., for food, cost of living, and clothing) if the investor loses money because of the bonds;
• The investor needs the money which is invested in the ITC Bonds and cannot spare that investment for at least five years;
• The interest on the bonds is necessary for essential expenses.

What kind of investment is this?

You are investing in a bond.

• The nominal value of the bond is €100
• The net asset value of the bond is €100
• The price of the bond is €100

Participation is possible from €500 (five bonds).

The date of issue of the bond is 10 June 2024 or so much earlier or later as the offeror may decide.

The maturity of the ITC Bonds is 8 months.

The interest rate on the ITC Bonds is 8% per 8 months. The ITC Bonds have no bonus interest.

More information on the yield can be found in this document under the heading Further information on the yield.

Extra Yield Holding Dusk Tokens

By holding Dusk Token issued by Dusk Network BV, you can enhance your investment returns through a structured yield system, which is tiered based on the amount of Dusk Token held during the same period of the bond. Dusk Tokens and must be held on the same address that was used for the purchase and validated during the KYC process.

• Basic status with 1,000 DUSK yields an additional +1%.
• Bronze status with 10,000 to 99,999 DUSK yields an additional +2%.
• Silver status with 100,000 to 499,999 DUSK yields an additional +3%.
• Gold status with 500,000 or more DUSK yields an additional +4%.

This additional yield will be disbursed concurrently with other bond payments and issued in USDT (ERC20), ensuring streamlined and secure transactions. It is crucial that the Dusk Tokens are held in the verified wallet address used during the initial purchase to qualify for these additional yields.

Currency Risk Mitigation

In response to the potential currency risk associated with international transactions, BWRE Capital will actively manage these risks by hedging on futures. This strategy ensures that the currency value fluctuations do not impact the returns of our investors.

Through our futures contracts, BWRE Capital commits to buying or selling currencies at predetermined rates in the future, providing a reliable buffer against unpredictable movements in currency values. This proactive approach minimizes exposure to currency risk and enhances the stability of your investment returns.

What are the costs for you as an investor?

On your investment, you pay no issue costs.

When selling your bond, you will pay 0.5% fees.

What will your investment be used for?

From every euro of your investment, no amount is used to cover expenses. One euro will be invested in Italian Tax Credits through a Special Purpose Vehicle based in Italy.

Your investment belongs to the assets of BWRE Capital B.V.

More information on the use of the proceeds can be found under the heading Further information on the use of the proceeds.

Further information on the Investment

In this section of the document, you will find further information about the offer and the offeror. This will help you understand the specific risks, costs, and returns of the offer.

Please note! This document and offer have not been reviewed by the AFM.

Further Information on the Offeror

The offeror is also the issuer of the bonds.

The issuer is BWRE Capital B.V., a Dutch limited liability company incorporated on 05-feb-2019 and domiciled in Amsterdam under the Chamber of Commerce number 73906166. The address of the issuer is Johannes Verhulststraat 208 2 (1075 HE) Amsterdam. The issuer's website is bwrecapital.com.

Contact person: Emanuele Carboni [emanuele@bwrecapital.com].

The issuer shall be managed by Emanuele Carboni.

The sole shareholder of the issuer is Emanuele Carboni.

These are the principal activities of the issuer: the issuance of ITC Bonds in order to invest in Money Market Funds and/or to invest in Italian Tax Credits through a Special Purpose Vehicle based in Italy.

The offeror markets the following products: ITC Bonds.

These are the main activities of the issuer: The issuance of ITC Bonds in order to invest in Italian Tax Credits through a Special Purpose Vehicle based in Italy.

The Special Purpose Vehicle is INOBRAC CONSULTING SRL having its registered offices in (20122) Milano, Mi, Italy at the address of Via S. Senatore 6/1 registered under fiscal code 12324400960. BWRE Capital is the sole shareholder of the Special Purpose Vehicle.

Further Information on the Risks

Credit risk: The risk exists that the full value of the tax credits may not be received or may be delayed because the (legal) person selling the tax credit encounters financial difficulties or fails to fulfill its tax obligation. This means that the return on investment in tax credits and therefore the ITC Bonds may be delayed and that the return on investment in tax credits and therefore in the ITC Bonds may be lower than expected.

Regulatory risk: The risk exists that the value, returns, and availability of tax credits and the viability of investing in tax credits may change because of changes in tax laws and government policies. This means that the tax credits may decrease in value and returns, and therefore that the return on investment in the bonds might decrease and the investing in tax credits may no longer be viable causing the issuer of the bonds to shut down its operations.

Market risk: The risk exists that the value of tax credits and the overall returns and cash flow projections associated with investing in tax credits decreases because of broader market conditions and economic factors. This means that the returns on investing in tax credits and the bonds might be lower than expected.

Operational risk: There is a risk associated with investing in tax credits and the ITC Bonds because there might be errors in processing transactions, administrative inefficiencies, or technological failures. This means that the investments in the ITC Bonds and in the Italian tax credits may not (be able) to be made or may be delayed resulting in a lower return on investment.

Liquidity risk: The risk exists that the ITC Bonds may lack liquidity meaning they cannot be easily bought or sold in the secondary market. This means that the investors may face challenges in selling their investments when needed, especially if there is limited demand for the ITC Bonds in the market.

Limited equity: The equity of the issuer is limited compared to the debt capital. This means that the equity buffer is small, which means that in case of disappointing results the issuer will be unable to meet its obligations on the ITC Bonds relatively quickly. As a result, the risk profile of the ITC Bonds resembles the risk profile of shares.

Further Information on the Use of Proceeds

The total proceeds of the offer are EUR 3,500,000.

This amount may also be lower if not all ITC Bonds are subscribed to. The minimum proceeds are EUR 1,000,000.

The proceeds will be used for investing in Money Market Funds and/or Italian Tax Credits through a Special Purpose Vehicle based in Italy.

The Special Purpose Vehicle is INOBRAC CONSULTING SRL having its registered offices in (20122) Milano, Mi, Italy at the address of Via S. Senatore 6/1 registered under fiscal code 12324400960. BWRE Capital B.V. is the sole shareholder of the Special Purpose Vehicle.

From the proceeds no amount is used for costs.

The proceeds are sufficient for investing in Money Market Funds and/or Italian Tax Credits through a Special Purpose Vehicle based in Italy and all associated costs.

Further Information on the Yield

The yield will be distributed in the form of interest.

The interest rate is 8% per 8 months.

The investor receives the interest at the end of the maturity of the ITC Bond.

Once the payments on the Italian Tax Credits have been made and the total amount has been transferred from the SPV based in Italy to the issuer of the ITC Bonds, the interest payment can be made to the investors.

The investment delivers enough income before the first payout date to be able to reimburse all investors’ returns from that income.

The yield is not remunerated from (other) investors’ investments.

There are no other persons besides the investors who receive income (other than as referred to under ‘expenses’) from the investment.

The ITC Bonds are subordinated which means that if money is borrowed from third parties (such as banks) in the future, those third parties are entitled to payment of the interest and repayment of the loans with priority over the investors in the ITC Bonds. After payment of the interest and repayment of the loan, all investors in the ITC Bonds will be repaid equally.

Further Information on the Financial Condition of the Issuer

The provider has been operating since 05-feb-2019. The following financial information is the latest available.

Further Information on the Offer and Registration

The offer period begins on 3-Jun-2024 and ends on 9-Jun-2024.

The issue date of the ITC Bonds is 10-Jun-2024.

After the issuance, the proceeds will be used to invest in Money Market Funds and/or Italian Tax Credits through a Special Purpose Vehicle based in Italy. After the Italian Tax Credits have been paid out by the Italian tax authority, the funds will be transferred back to the issuer for paying the interest and redeeming the nominal value of the ITC Bonds.

Investors should subscribe in the following manner: subscriptions can be made on the website bond.bwrecapital.com. After the investor has subscribed to the ITC Bond(s), the corresponding amount for the ITC Bond(s) they have subscribed to must either be transferred via a bank transfer to the bank account of the issuer provided on the website of the bond offering or by transferring USDC ERC-20 crypto-assets to the wallet address of the issuer provided on the website of the bond offering. After either transfer has been made, the details (transaction ID) of the transfer must be shared with the issuer.