Regulatory Disclosures

KXT Energy Limited is an alternative investment fund manager (AIFM) in the process of seeking authorisation from the Financial Conduct Authority (FCA) under the Alternative Investment Fund Managers Regulations 2013 (AIFMR 2013), which implement the EU AIFMD as retained in UK law.

Until full authorisation is granted, KXT Energy operates within the applicable exemptions and transitional arrangements. Access to the investor portal and participation in KXT-managed funds is restricted to professional investors as defined under AIFMR 2013, Schedule 1, Paragraph 1(2).

This website does not constitute a financial promotion within the meaning of section 21 of the Financial Services and Markets Act 2000 (FSMA). No material on this site is directed at retail investors.

Investments in alternative infrastructure funds managed by KXT Energy involve a high degree of risk. You should not invest unless you can afford to sustain a total loss of your investment. Key risks include:

Illiquidity risk — Interests in closed-end infrastructure funds are not listed or readily transferable. Investors should expect to hold positions for the full fund life (typically 10–15 years) with no guarantee of secondary liquidity.

Capital loss — The value of infrastructure assets can fall as well as rise. There is no guarantee that capital calls will result in returns, and investors may receive back less than they commit.

Emerging market risk — KXT Energy's investment portfolio is concentrated in sub-Saharan African markets. These markets are subject to political instability, currency fluctuation, sovereign risk, regulatory change, and macroeconomic volatility at levels materially higher than developed markets.

Currency risk — Fund returns may be denominated or influenced by local African currencies. Exchange rate movements against GBP or USD can materially affect investor returns.

Construction and execution risk — As a vertically integrated EPC contractor, KXT is exposed to cost overruns, project delays, contractor defaults, and force majeure events during the construction phase of portfolio assets.

Regulatory and licensing risk — Energy, utilities, and infrastructure assets require government concessions, licences, and permits in each operating jurisdiction. These may be revoked, not renewed, or subject to adverse regulatory change.

Concentration risk — Fund portfolios may be concentrated by geography, sector, or counterparty, amplifying the impact of any single adverse event.

Past performance is not a reliable indicator of future results. Projected returns and target IRRs are illustrative only and are not guaranteed.

KXT Energy operates a unique vertically integrated model in which the same group acts as both alternative investment fund manager and engineering, procurement, and construction (EPC) contractor on portfolio assets. This structure creates inherent conflicts of interest that we are required to disclose.

Fee and margin conflicts — KXT's EPC subsidiaries earn construction margin on projects in which KXT-managed funds hold equity. This means KXT benefits financially both from fund management fees (charged to the fund) and from EPC contract profits (earned at project level). These interests are not always aligned with maximising investor returns.

Pricing and procurement conflicts — EPC contract pricing, subcontractor selection, and construction scope decisions may be influenced by group-level commercial interests rather than exclusively by the interests of fund investors.

Information asymmetry — As EPC contractor, KXT has access to technical and commercial information about portfolio projects that may not be fully reflected in fund reporting to investors.

Mitigation measures — To manage these conflicts, KXT maintains:
- An independent Limited Partner Advisory Committee (LPAC) with authority to review and approve related-party transactions
- Arm's-length EPC contract pricing validated by independent quantity surveyors
- Segregated legal entities between fund management and EPC operations
- Mandatory disclosure of all related-party transactions in fund reports and investor communications
- An internal conflicts register reviewed quarterly by the compliance function

Investors who believe a conflict of interest has not been properly managed may raise concerns with the LPAC or contact compliance@kxtenergy.com.

In accordance with the Alternative Investment Fund Managers Regulations 2013 (implementing AIFMD Article 23), KXT Energy makes the following disclosures available to prospective investors prior to investment:

- Investment strategy, objectives, and restrictions for each fund
- Leverage policy and maximum leverage levels permitted
- Liquidity risk management procedures and redemption rights (if any)
- Valuation methodology and frequency of asset valuations
- Remuneration policy, including the basis on which carried interest and management fees are calculated
- Historical performance data (where available) and material changes in investment strategy
- Identity of the depositary, auditor, and prime broker (where applicable)
- Procedure for investor complaints

These disclosures are contained in each fund's Private Placement Memorandum (PPM) and Limited Partnership Agreement (LPA), provided to investors through the secure investor portal following KYC approval and formal onboarding.

KXT Energy provides investors with ongoing disclosures in accordance with our regulatory obligations and the terms of each fund's LPA:

Annual report — Audited financial statements and portfolio valuation report, produced within six months of each fund's financial year end.

NAV reports — Net Asset Value calculations issued on a frequency defined in the applicable LPA, typically quarterly. NAV reports are immutable records; once issued, they cannot be altered or deleted.

Capital call notices — Issued in accordance with the drawdown provisions of the LPA, with a minimum notice period specified therein. Capital call documents are immutable once issued.

Material change notifications — Investors are notified of any material changes to investment strategy, key personnel, or regulatory status within the timeframes required by applicable regulation.

ESG reporting — Annual environmental, social, and governance performance reports aligned to applicable frameworks for each portfolio asset.

KXT Energy maintains a remuneration policy consistent with the requirements of AIFMR 2013 Schedule 2, designed to discourage excessive risk-taking and align the interests of staff with those of investors.

Key features of our remuneration policy:

- Variable remuneration for identified staff (those whose activities materially affect the risk profile of managed funds) is subject to deferral and clawback provisions
- Carried interest is structured to align long-term fund performance with investor returns, with a preferred return hurdle before any carry is earned
- The remuneration committee reviews total remuneration packages annually

A summary of our remuneration policy is available to investors upon written request.

If you have a complaint about the management of a fund or the operation of the investor portal, please contact us in writing at:

Compliance Department
KXT Energy Limited
compliance@kxtenergy.com

We will acknowledge your complaint within five business days and provide a substantive response within eight weeks. If you are not satisfied with our response, you may be entitled to refer your complaint to the Financial Ombudsman Service (FOS), depending on your investor classification and the nature of your complaint.