This document is exempt from the general restriction in section 21 of the Financial Services and Markets Act 2000 on the communication of invitations or inducements to engage in investment activity on the ground that it is made to ‘investment professionals’ within the meaning of Article 19 of the Financial Services and Markets Act (Financial Promotion) Order 2005 (FinProm); persons believed on reasonable grounds to be ‘certified high net worth individuals’ within the meaning of Article 48 FinProm; persons who are ‘certified sophisticated investors’ within the meaning of Article 50 FinProm; and persons who are ‘self-certified sophisticated investors’ within the meaning of Article 50A FinProm.

Investing in the Company is speculative and invested capital is at risk of partial or total loss. The attention of prospective Investors is drawn to the “Risk Management”.

If you are in any doubt about the contents of this document you are strongly recommended to consult a person authorised under the Financial Services and Markets Act 2000 (“FSMA”) to give advice in relation to investment in Bonds and debt securities issued by unquoted single companies. An investment in Matrix Property Network (Scotland) Limited (“Matrix”, “Company”, the “Issuer”) will not be suitable for all recipients of this Memorandum.

The purpose of this Memorandum is to provide information to named individuals who have expressed an interest in the possibility of subscribing for secured convertible loan notes (“Notes”) issued by the Company and, as such, provides details of a private offer to those individuals. An application form to subscribe for Notes will only be provided to persons:

(a) whom the directors of the Company believe to be (i) certified as a ‘high-net-worth investor’, (ii) certified as a ‘sophisticated investor’, (iii) self- certified as a ‘sophisticated investor’, in each case in accordance with the relevant sections of FinProm.

(b) who are pension fund trustees investing pension money where the beneficiary of the pension would otherwise, be entitled to invest in accordance with the terms of this invitation, (referred to herein as “Potentially Eligible Investors”).

Any investment to which this document relates is available only to such persons and other classes of person noted above and any other person and other class of person should not rely on this document.

Eligible Investors should consider carefully whether an investment in the Notes is suitable for them in light of their personal circumstances and the risk factors. The Notes are secured debt of the Issuer, and they may not be a suitable investment for all recipients of this Memorandum. These Notes are transferable securities however at this time no application is to be made for Notes to be admitted to listing or trading on any market.

Investment in an unquoted security of this nature, being an illiquid investment, is speculative, involving a high degree of risk. It may not be possible to sell or realise Bonds before they mature or to obtain reliable information about the risks to which they are exposed.

This Memorandum does not constitute an offer for subscription, either public or private, but does describe private offers to subscribe for debt securities that the Issuer will only extend to those potential investors who meet certain eligibility criteria on a named basis. This Memorandum does not constitute a prospectus made according to the Prospectus Regulation (EU 2017/1129).

Therefore, this Memorandum has not been approved by the Financial Conduct Authority or any other regulatory body. You should ensure that you have read and understood all of this Memorandum before taking steps to subscribe. This Memorandum does not purport to be all-inclusive or necessarily contain all the information that a prospective Investor may desire in investigating in the Company.

The Memorandum may be subject to updating, revision or amendment. Interested parties should carry out their own investigations and analysis of the Memorandum and of the data referred to in the Memorandum and should consult their own advisers before proceeding with any investment in the Company. All statements of opinion and/ or belief in this Memorandum and all views expressed regarding the Company’s projections, forecasts and statements relating to expectations of future events are those of the Company and its Directors. No representation or warranty is made, or assurance given that such statements, views, projections or forecasts are correct or that the Company’s objectives will be achieved.

The distribution of this Memorandum in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any such distribution could result in a violation of the law of such jurisdictions. This document is confidential and is being supplied solely for the information of the intended recipient and may not be used, disclosed, copied, reproduced, published, or further distributed to any other person in whole or in part, for any purpose.

This Memorandum is dated 1st of February 2024. All rights reserved. Investing in the Company is speculative and invested capital is at risk of partial or total loss. The attention of prospective Investors is drawn to the “Risk Management” matrixproperty.network/risk-management/.