Afriexchange – Global Platform Legal Disclaimer

Important Legal Notice

PARAGRAPH 1 – PLATFORM STATUS AND ROLE

AFRIEXCHANGE OPERATES A TECHNOLOGY-ENABLED ELECTRONIC MARKETPLACE THAT FACILITATES THE AUCTION-BASED PRICE DISCOVERY OF CORPORATE DEBT INSTRUMENTS BETWEEN ELIGIBLE ISSUERS AND PROFESSIONAL OR INSTITUTIONAL INVESTORS. THE PLATFORM PROVIDES ACCESS TO A NEUTRAL AUCTION VENUE, FACILITATES INFORMATION EXCHANGE AND BIDDING MECHANICS, AND ENABLES ISSUER-LED CAPITAL MARKET INTERACTIONS WITHOUT INTERVENING IN PRICING, STRUCTURING, OR INVESTMENT DECISION-MAKING.

PARAGRAPH 2 – NO REGULATED ACTIVITY OR ADVISORY ROLE

AFRIEXCHANGE DOES NOT ACT AS AN INVESTMENT ADVISER, BROKER, DEALER, UNDERWRITER, ARRANGER, PLACEMENT AGENT, SPONSOR, OR FIDUCIARY. THE PLATFORM DOES NOT PROVIDE INVESTMENT RECOMMENDATIONS OR OPINIONS, DOES NOT MANAGE ASSETS OR EXERCISE DISCRETION, AND DOES NOT ACT IN A REPRESENTATIVE OR AGENCY CAPACITY FOR ANY USER. ALL PARTICIPANTS ACT INDEPENDENTLY AND AT ARM’S LENGTH.

PARAGRAPH 3 – NO INVESTMENT ADVICE, OFFER, OR SOLICITATION

NOTHING CONTAINED ON THE AFRIEXCHANGE PLATFORM CONSTITUTES INVESTMENT ADVICE WITHIN THE MEANING OF THE U.S. INVESTMENT ADVISERS ACT OF 1940, A FINANCIAL SERVICE OR ADVICE UNDER THE SOUTH AFRICAN FINANCIAL ADVISORY AND INTERMEDIARY SERVICES ACT, A PERSONAL RECOMMENDATION UNDER UK FCA COBS OR EU MIFID II, AN OFFER OF SECURITIES UNDER THE U.S. SECURITIES ACT OF 1933, A FINANCIAL PROMOTION UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000, OR AN INVITATION TO THE PUBLIC UNDER APPLICABLE SECURITIES LAWS.

PARAGRAPH 4 – INFORMATIONAL PURPOSE AND USER LIMITATION

ALL INSTRUMENTS, DATA, AND MATERIALS DISPLAYED ON THE PLATFORM ARE PRESENTED SOLELY FOR INFORMATIONAL AND TRANSACTIONAL PURPOSES. PARTICIPATION IS STRICTLY LIMITED TO ELIGIBLE AND QUALIFIED USERS, AND NO CONTENT ON THE PLATFORM IS INTENDED FOR, OR MAY BE RELIED UPON BY, RETAIL INVESTORS IN ANY JURISDICTION.

PARAGRAPH 5 – JURISDICTION-SPECIFIC REGULATORY POSITIONING

AFRIEXCHANGE IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AS A BROKER-DEALER, INVESTMENT ADVISER, NATIONAL SECURITIES EXCHANGE, OR ALTERNATIVE TRADING SYSTEM, AND ACCESS BY U.S. PERSONS IS LIMITED TO INSTITUTIONAL OR ACCREDITED INVESTORS PURSUANT TO APPLICABLE EXEMPTIONS. IN THE EUROPEAN UNION AND UNITED KINGDOM, AFRIEXCHANGE DOES NOT PROVIDE INVESTMENT SERVICES, PORTFOLIO MANAGEMENT, OR EXECUTION SERVICES UNDER MIFID II OR FSMA, AND CONTENT IS DIRECTED ONLY AT PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES. IN SOUTH AFRICA, AFRIEXCHANGE DOES NOT RENDER ADVICE, INTERMEDIARY SERVICES, OR DISCRETIONARY INVESTMENT MANAGEMENT UNDER FAIS. IN THE DIFC AND UAE CONTEXT, AFRIEXCHANGE IS NOT AN AUTHORISED DFSA FIRM AND IS INTENDED SOLELY FOR MARKET COUNTERPARTIES AND PROFESSIONAL INVESTORS.

PARAGRAPH 6 – ISSUER RESPONSIBILITY AND DISCLOSURE

ALL INFORMATION RELATING TO ISSUERS, FINANCIAL PERFORMANCE, FORECASTS, COVENANTS, TRANSACTION TERMS, AND RELATED DISCLOSURES IS PREPARED AND SUPPLIED EXCLUSIVELY BY THE ISSUER. SUCH INFORMATION IS NOT VERIFIED, AUDITED, OR ENDORSED BY AFRIEXCHANGE AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AFRIEXCHANGE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY ISSUER-PROVIDED INFORMATION.

PARAGRAPH 7 – NO FIDUCIARY, AGENCY, OR ADVISORY RELATIONSHIP

USE OF THE AFRIEXCHANGE PLATFORM DOES NOT CREATE ANY FIDUCIARY DUTY, ADVISORY RELATIONSHIP, AGENCY, PARTNERSHIP, JOINT VENTURE, OR OBLIGATION OF LOYALTY OR CARE. ALL TRANSACTIONS ARE ENTERED INTO DIRECTLY BETWEEN ISSUERS AND INVESTORS, EACH ACTING INDEPENDENTLY AND ON THEIR OWN JUDGMENT AND DUE DILIGENCE.

PARAGRAPH 8 – RISK DISCLOSURE

PARTICIPATION IN AUCTIONS AND TRANSACTIONS FACILITATED THROUGH AFRIEXCHANGE INVOLVES SUBSTANTIAL RISK, INCLUDING CREDIT AND DEFAULT RISK, LIQUIDITY AND MARKET RISK, LEGAL AND REGULATORY RISK, FOREIGN EXCHANGE AND TRANSFER RISK, POLITICAL AND SOVEREIGN RISK, AND THE RISK OF PARTIAL OR TOTAL LOSS OF INVESTED CAPITAL. PAST PERFORMANCE, INDICATIVE PRICING, OR HISTORICAL AUCTION RESULTS ARE NOT INDICATIVE OF FUTURE OUTCOMES.

PARAGRAPH 9 – ELIGIBILITY, LIABILITY, AND GOVERNING LAW

ACCESS TO THE PLATFORM IS RESTRICTED TO PROFESSIONAL, INSTITUTIONAL, OR ACCREDITED INVESTORS WHO MEET ALL APPLICABLE LEGAL AND REGULATORY REQUIREMENTS AND HAVE COMPLETED AFRIEXCHANGE’S ONBOARDING, KYC, AND AML PROCESSES. TO THE FULLEST EXTENT PERMITTED BY LAW, AFRIEXCHANGE AND ITS AFFILIATES SHALL NOT BE LIABLE FOR LOSSES ARISING FROM RELIANCE ON PLATFORM INFORMATION, PARTICIPATION IN ANY AUCTION, ISSUER DEFAULTS OR RESTRUCTURINGS, MARKET CONDITIONS, OR TECHNICAL FAILURES. THIS DISCLAIMER IS GOVERNED BY THE LAWS OF THE REPUBLIC OF SOUTH AFRICA, SUBJECT TO MANDATORY PROTECTIONS IN OTHER JURISDICTIONS.

PARAGRAPH 10 – ACCEPTANCE OF DISCLAIMER

BY ACCESSING OR USING THE AFRIEXCHANGE PLATFORM, USERS ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTOOD, AND ACCEPTED THIS GLOBAL PLATFORM LEGAL DISCLAIMER IN FULL AND AGREE TO BE BOUND BY ITS TERMS.

PLEASE READ CAREFULLY BEFORE PROCEEDING.