Services, Instruments, and Risk Disclosure

This version of our Description of Services, Financial Instruments and Risks document will apply from 1 May, 2026.

Section I — Information about Boku Securities SIA and its investment services

1. Purpose

This Description of Services, Financial Instruments and Risks (hereinafter referred to as 'this Document') lays out information about Boku Securities SIA ('Neverless', 'we', 'us' or 'our') and the investment and ancillary services that may be offered to its clients (each a 'Client', 'you', 'your' or 'yourself').

The purpose of this Document is to provide information and warnings about the risks associated with financial instruments that you may buy or sell through us. Risk is understood as the failure to achieve a certain expected return on the capital invested and/or the loss of the capital invested, the basis for which may be various causes related to the financial instruments, the markets or the issuers of these instruments. These risks cannot always be foreseen in advance and therefore the statements in this Document cannot be considered as definitive. We have indicated the most common risks related to financial instruments transactions in general terms. However you should understand that we cannot disclose or explain all the inherent risks that you might be exposed to when engaging with our investment services now or in the future.

The purpose of this description is not to provide information on all the risks that may arise in the provision of services with financial instruments but rather to provide you with information to enable you to understand the nature of these risks when making investment decisions. We advise you to read the additional disclosures about the financial instrument or service carefully before making a decision in relation to a particular investment service or transaction.

The statements in this description do not constitute advice by us on potential investments and should not be understood as a recommendation by us. The descriptions contained herein should not substitute for the Client's own due diligence on the specific product.

This Document is designed for retail clients, as defined in the Financial Instrument Market Law of the Republic of Latvia that transposed the provisions of Directive 2014/65/EU ('FIML'). The FIML definition of retail clients refers to both natural persons - 'Individuals' - and legal entities - 'Businesses'. Currently, we offer our investment services to natural persons only.

2. Details about us

3. Investment services and ancillary services we provide

We provide the following investment services and ancillary services under FIML:

Investment Services

• Reception and transmission of orders in relation to one or more financial instruments
• Execution of orders on behalf of clients

Ancillary Services

• Safekeeping and administration of financial instruments for the account of clients
• Foreign exchange services where these are connected to the provision of investment services

You will be required to open an account at Neverless in order to acquire access to the described services.

4. Client classification

In line with the applicable regulations, you will be assigned the status of a retail client. The status has a direct impact on your investment protection level. The status of a retail client guarantees you the highest level of protection.

Some of the key protection measures that retail clients benefit from are enhanced appropriateness controls, helping to ensure the client is investing in investment products in line with his or her investment objectives, risk tolerance, financial capabilities, experience and knowledge.

5. Assessment of appropriateness

We will not perform for you an assessment of appropriateness and suitability for execution only investment services on non-complex financial instruments, such as stocks. Consequently, you shall not receive any recommendations or additional notifications on the risks associated with the transaction you might wish to enter into. Your investment decisions are your sole responsibility.

Shall you want to invest in complex investment products you will be required to fill out an appropriateness questionnaire. We are required to determine whether your expertise, experience and knowledge is sufficient for you to undertake such investment decisions.

It is important that you provide us with up-to-date, accurate and complete information so that we are able to perform such appropriateness assessments, which enable us to act in your best interest when providing you with the relevant services.

We might provide you from time to time with factual information about the investment products for educational purposes. However this information is not and should not be interpreted as investment advice. It is your decision whether to submit any orders, and your investment decisions are your sole responsibility.

We reserve the right not to provide our clients with investment services or investment ancillary services at our own discretion without explaining the reason for providing or not providing such services.

6. Transactions in financial instruments

Transactions in financial instruments may take place in different forms – e.g., on an organised trading facility or multilateral trading facility, or over-the-counter.

You should, prior to entering into the respective investment services agreement, examine our Order Handling & Execution Policy, which discusses execution venues and other information essential for transactions in financial instruments.

7. Taxation

Your income from investment services and investment ancillary services may be subject to taxes as and when specified in the legislation of the Republic of Latvia and/or other country in which you reside for tax purposes.

You should note that we or a third party may have a duty under law to withhold taxes from the payment to you. We also may need to convert funds to be used for payment of taxes into the official currency of the country assessing the taxes at the current exchange rate provided by an FX service provider selected by Neverless at its sole discretion. Such withholding of taxes does not create a duty for us to reimburse you for the amount of taxes withheld.

Taxes may also be withheld by a foreign financial authority pursuant to the procedure laid down in foreign legislation.

We do not provide tax, financial, legal or regulatory advice. You must independently assess all the circumstances related to the taxation of your investments or their return, even if we have indicated specific tax aspects in the information provided to you. You should seek independent advice if you have any questions in this respect.

8. Fees

All the fees for the services are specified in any ex-ante cost disclosures and our Pricing Schedule, and we will charge you in accordance with those documents.

9. Communication with you

Unless agreed otherwise, the language used in our communications to you will be English. This document, the Order Handling & Execution Policy and other relevant documents are available on our website.

The forms in which we will communicate with you are described in the Client Agreement.

We shall provide you with information about your executions, transactions and orders as described in the Client Agreement.

We may provide you with binding third-party information in the original language.

10. Conflict of interest prevention

We will undertake all reasonable steps to identify and prevent conflicts of interest which may arise between us, including our employees, and you, in the course of providing investment services.

A summary of our Conflicts of Interest Policy is available on our website.

11. Investor protection

The investors are protected under the Investor Protection Law of Latvia. You are provided with investment protection of up to 20,000 EUR if we are not able to fulfil its liabilities against the investor to full extent.

Information regarding the investor protection system is described in Summary of the Investor Protection Scheme.

Section II — Potential risks related to trading stocks

1. General risks

You need to take into consideration that investing in financial instruments exposes you to different risks which might decrease the value of your investment.A risk means the possibility of incurring a loss when investing.

The value of financial instruments may decrease or increase. There is, therefore, a risk that the return on financial instruments may be negative and result in a financial loss for you. The risk of loss may vary from one financial instrument to another. You should also keep in mind that past performance of financial instruments doesn’t guarantee future results and you may lose all of the invested amount.

You should, prior to undertaking a financial instrument transaction, make an independent assessment of the characteristics and the associated risks of the selected financial instrument in the perspective of your financial standing, experience with transactions in financial instruments, risk tolerance, investment objectives and the preferred investment horizon.

It is your responsibility to understand all the risks related to the relevant financial instruments, as you will bear the losses in the event your investment decreases in value.

When investing in financial instruments, you should:

• Carefully examine the Order Handling & Execution Policy, which is available on our website, and assess your capacity to accept the terms set forth in the Client Agreement;
• Carefully assess the transaction risks described in this document, especially the risks inherent in the financial instrument transactions you will be entering into;
• Pay attention to the obligations attached to the applicable instruments and assess whether you are willing and able to comply; and
• Carefully evaluate the information found in order confirmations received from us and independently keep track of the status of your orders.

The main general risks are as follows:

2. Extended Trading Hours

We allow you to buy and sell eligible US stocks outside the core regular trading hours, which generally takes place between 9:30 and 16:00 Eastern Time. You could be subject to new risks or be exposed to the above-mentioned risks to a bigger extent should you engage in 'extended trading hours' of US stocks. Extended trading hours in this context can occur overnight and over weekends.

You should be aware of the most important risks:

3. Fractional shares

Fractional shares cannot be traded on public exchanges and are illiquid and unrecognised outside our trading platform. You can only liquidate them when they are sold through us and they cannot be transferred to another broker unless they are sold.

We will comply in all respects with ‘best execution’ on all orders executed through Neverless in line with its regulatory requirements. This means that there is no distinction in execution quality between fractional and whole share orders. Any order greater than one share that includes a fractional share component may be executed in a mixed capacity by both third-party brokers and Neverless.

All fractional holdings will be rounded to eight decimal places. For all notional based orders, your transaction will never exceed the order amount. Rounding may also affect your ability to be credited for cash dividends, stock dividends and stock splits. For example, if you own 0.00000001 shares of stock that pays a one cent dividend per share, we will not credit your cash balance a fraction of a cent. In carrying out rounding, we will use reasonable endeavours to get as close as possible to your order, however, we shall not be liable for any loss or damage suffered or incurred by you arising out of or in connection with such rounding, save to the extent directly attributable to our negligence, fraud, wilful default, breach of contract or breach of the Applicable Laws.

Whilst equities usually grant the right to vote at the issuers general meeting, voting whilst holding a fraction of a share is not possible.

Fractional shares are not transferable. If you close your Account or transfer your Account to another firm, the fractional shares held in your Account shall be liquidated. Similarly, Fractional shares cannot be put into certificate form and mailed. Liquidations of fractional shares may result in additional charges.

4. Trading outside a trading venue

When we act as a counterparty (principal) to your transactions we execute your orders against our proprietary capital and outside a trading venue, which is called over-the-counter (‘OTC’) trading. When we transmit your order to a broker, the broker might also execute the transmitted orders OTC or via an intermediary.

As such, trading OTC comes with the below inherent risks:

Section III — Potential risks related to safekeeping and custody

1. Custody framework

We are taking actions required by the laws of the Republic of Latvia to ensure the safeguarding of your financial instruments. Shall securities of foreign issuers owned by you be held in foreign custody, we are ensuring the applicable local laws provide you with sufficient protection in respect of safeguarding of your securities. This is to ensure that your securities held in our omnibus account with the foreign custodian ('the custodian') are clearly separated from the custodian's personal assets to avoid possible losses in the case of the custodian's bankruptcy, asset seizure or similar events. We are not carrying out an independent legal investigation on the foreign country's safekeeping regulation, but request the custodian to provide legally binding questionnaires in respect of the regulations and internal controls they are obliged to adhere to.
We are undertaking measures to safeguard your beneficial ownership rights when holding your financial instruments.
Your financial instruments issued by issuers registered in foreign countries may be held in custody by other financial instrument custodians. When choosing another financial instrument custodian, we act with all due professionalism and care. On your request, we can provide information on the custodian of your financial instruments.
Financial instruments owned by you are safekept in an omnibus account with a third-party broker, i.e. account opened by Neverless, although indicating that the beneficial owner of the safekept financial instruments is you. You will be able to exercise all relevant rights in respect of your financial instruments only through us.
Client funds are segregated from our own funds and held on an account opened with an eligible third party. An ‘eligible third party’ means a central bank, an authorised credit institution, a bank authorised in a third country, or a qualifying money market fund. The account in which your money is held is known as a ‘Client money account’. Your funds will be pooled with those of our other Clients in the ‘Client money account’.
Whilst we have exercised all due care, skill and diligence in selecting and appointing the eligible third party, we are not responsible for any losses you may suffer as a result of any action that the eligible third party takes or fails to take in connection with client funds.

2. General risks

You should be aware that there are risks in respect of safekeeping your assets.

3. Qualifying Money Market Funds

Instead of a credit institution, Neverless may place some or all of your money into a qualifying money market fund (‘QMMF’) on your behalf.

QMMFs are money market funds, managed by a fund manager, that are typically required to maintain a low-risk strategy by investing in financial instruments such as government bonds. QMMFs are generally subject to higher regulatory scrutiny and must meet higher quality standards than other money market funds. Neverless also carefully selects only highly regulated QMMFs and regularly monitors their performance. Nevertheless, as with any investment, there are certain risks that apply:

4. Use of your financial instruments

To offer instant funding and settlement of your Prime account, we may use your financial instruments to secure margin facility for the purpose of hedging and executing your orders when we deal on our own account. We also may use your assets to meet the settlement obligations to other clients who engage in short-selling. These come with the following risks: