Legal Structure

Legal Structure

The Omnes Mining Note (OMN) is issued by a Luxembourg securitisation fund (the “Fund”) established under the Luxembourg Securitisation Law of 2004. The Fund is managed by Omnes Securities S.A., a Luxembourg management company (ManCo), which acts as the formal issuer of OMN. The Luxembourg securitisation structure ensures that investor assets are held in a legally segregated entity that is bankruptcy remote from Omnes Technology AG and Omnes Holdings Ltd. Each series of OMN represents a distinct compartment of the Fund, affording investors inter-series liability limitation, meaning that investors in one series will not bear any potential liabilities associated with other compartments or with Omnes’ operating entities.

The Fund is exempt from registration under the U.S. Investment Company Act of 1940 pursuant to Section 3(c)(7) and is available only to a limited subset of qualified and institutional investors as defined in the Fund’s Private Placement Memorandum. The offering of OMN is conducted exclusively under Regulation S, outside the United States, and is not available to U.S. persons.

For tax purposes, the Fund is treated as a partnership and is not subject to corporate income tax at the Fund level. Investors are responsible for reporting their pro rata share of taxable income or loss on their own returns in accordance with applicable jurisdictional laws.

Unaudited monthly reports of the Fund’s performance are provided to investors, followed by audited annual financial statements and annual allocation statements after each calendar year.