Disclaimer of risks and limitation of liability

1. General provisions and subject matter

This Disclaimer of risks and limitation of liability (hereinafter — the “Disclaimer”) has been prepared by Sattilik Invest Holding JSC (BIN 170140031155, registered office: 050043, Republic of Kazakhstan, Almaty, Bostandyk district, Svezhest-1 gardening association, building 145; hereinafter — the “Company”, “Sattilik Invest Holding”, the “Issuer”, the “Rights Holder of the SLAE Methodology”) for the purpose of informing visitors to the official website https://sattilik.com (hereinafter — the “Website”) about the legal status of information posted thereon, restrictions on its use, and the risks assumed by the visitor.

The Disclaimer operates jointly with the user agreement, privacy policy, personal data processing policy and cookie policy posted on the Website, forming with them a unified set of legal documents governing relations between the Company and visitors of the Website.

Use of the Website by a visitor (including viewing pages, following links, completing feedback forms) means that the visitor has read the present Disclaimer, understands its provisions and accepts them in full. In case of disagreement with any provisions of the Disclaimer, the visitor must cease using the Website.

2. Informational nature of the website

Information posted on the Website is provided solely for informational and reference purposes. The Website is the corporate information resource of the Company, reflecting its activities as the rights holder of the proprietary SLAE methodology (Sattilik Legal Assets Engineering), the Company’s status as a joint-stock company — an issuer of securities registered in the register of issued securities of the Republic of Kazakhstan under No. А6050 (certificate of the National Bank of the Republic of Kazakhstan dated 7 April 2017), as well as information about projects implemented by the Company within the scope of its statutory activities.

The content of the Website is subject to periodic updates. The Company does not guarantee absolute completeness, accuracy or relevance of all posted information at every individual moment in time and reserves the right to modify the content of the Website without prior notice to visitors.

3. Information is not investment advice

Information posted on the Website is not, and under no circumstances should be construed as, investment advice, individual investment consultation, professional financial, tax, accounting, legal advice or an offer to acquire any securities, units, shares of participation, other financial instruments or financial products.

Information about the SLAE methodology, projects implemented, and parameters mentioned on the Website is provided for general familiarisation of interested parties with the directions of the Company’s activities and does not constitute a call for a visitor of the Website to make any specific decisions. The Company does not provide individual investment advisory services through the Website.

Persons interested in applying information from the Website to their own circumstances are advised to independently consult qualified specialists of the relevant profile (lawyers, financial advisors, tax consultants) not affiliated with the Company in order to obtain individual professional recommendations.

4. Absence of public offer or public offering

The information posted on the Website does not constitute:

1. a public offer within the meaning of Article 395 of the Civil Code of the Republic of Kazakhstan and does not give rise to any obligation of the Company to enter into any contract with a visitor of the Website;
2. a public offer for the purchase, sale, exchange, transfer to management or other disposal of securities, units, shares of participation or other financial instruments;
3. advertising of investment, banking, insurance or other financial services within the meaning of the Law of the Republic of Kazakhstan “On Advertising” of 19 December 2003 No. 508-II;
4. an invitation to make offers addressed to an indefinite group of persons for the purpose of raising funds;
5. a securities issue prospectus or investment memorandum within the meaning of the Law of the Republic of Kazakhstan “On the Securities Market” of 2 July 2003 No. 461-II;
6. an offer to enter into an agreement with a specific visitor based solely on the fact of visiting the Website.

Any specific transaction parameters, contractual terms, financial calculations and obligations of the Company arise solely on the basis of individual negotiations with a specific counterparty and are recorded in agreements signed by the parties. The contact form on the Website is intended for the receipt of enquiries on an individual basis and does not give rise to any obligation of the Company to enter into a contract with persons who have submitted enquiries.

5. Licensing status of the Company

Sattilik Invest Holding JSC expressly and unequivocally notifies visitors of the Website that:

1. the Company does not hold a licence from the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market for brokerage and/or dealer activities on the securities market;
2. the Company does not hold a licence for activities of investment portfolio management;
3. the Company is not an investment fund and is not registered as a joint-stock investment fund or unit investment fund within the meaning of the Law of the Republic of Kazakhstan “On Investment and Venture Funds”;
4. the Company does not raise funds within the meaning of the special legislation of the Republic of Kazakhstan on the securities market and on investment funds through public offerings;
5. the Company does not provide individual investment advisory services;
6. the Company does not provide services the rendering of which requires licensing in accordance with the legislation of the Republic of Kazakhstan, without obtaining the relevant licences.

The Company’s activities are carried out within the scope of activities provided for by the Charter of the Company, approved by the resolution of the sole founder dated 27 December 2016, and in strict compliance with the legislation of the Republic of Kazakhstan.

6. Legal nature of the SLAE-001 project

The SLAE-001 project mentioned on the Website is a pilot project of the Company for the practical validation of the systemic model of the SLAE 2.0 methodology. The legal basis for participation in the SLAE-001 project is a simple partnership agreement (joint activity agreement) in accordance with Articles 228–238 of the Civil Code of the Republic of Kazakhstan (Special Part).

Persons interested in participating in the SLAE-001 project are referred to as partnership participants, not investors; their monetary contributions to the common property of the partnership are referred to as contributions, not investments; the distribution of the result of joint activity is carried out on the basis of contractual terms, and not as “income” or “profit” within the meaning of investment legislation.

The conditions for participation in the SLAE-001 project are determined by an individual contract entered into with a specific person upon completion of preliminary legal consultation, identification of the person in accordance with applicable requirements of the legislation of the Republic of Kazakhstan on counteracting the legalisation (laundering) of proceeds obtained by criminal means, assessment of mutual business interest and execution of a non-disclosure agreement.

Until such a contract is concluded, the Company does not bear any obligations to potential participants connected with the SLAE-001 project. The Website is not intended for receiving applications from the general public and does not serve as a tool for mass fundraising. The contact form on the Website is processed on an individual basis following identification of the enquiring person and assessment of their business interest.

7. Categories of participants and principles of engagement

The Company maintains business relations with participants in SLAE projects across the following categories of counterparties:

7.1. Institutional partners

Government bodies of the Republic of Kazakhstan, development funds (Baiterek National Managing Holding JSC, Damu Entrepreneurship Development Fund JSC, Kazakhstan Sustainability Fund JSC and others), tier-2 banks of the Republic of Kazakhstan, microfinance organisations, international financial institutions (Asian Development Bank, European Bank for Reconstruction and Development, International Finance Corporation, World Bank Group). Engagement with this category is conducted on the basis of individual contracts executed following respective due diligence on both sides.

7.2. Qualified private partners

High-net-worth individuals, sole proprietors, limited liability partnerships and other commercial legal entities acting from their own funds for commercial purposes, possessing an understanding of the entrepreneurial nature of projects and the ability to independently assess the risks associated with them. Engagement with this category is conducted solely on the basis of individual negotiations and individual simple-partnership agreements concluded personally with each participant following identification procedures, assessment of mutual business interest, and execution of a non-disclosure agreement.

Principles of engagement with qualified private partners:

1. absence of mass public offering and standardised “investment products”;
2. mandatory individual identification of each participant;
3. conclusion of a simple-partnership agreement with terms individually negotiated for the specific participant;
4. preliminary disclosure to the participant of the project parameters, risk factors and the legal nature of participation in full at the negotiation stage prior to signing the contract;
5. assessment of the participant’s ability to bear the entrepreneurial risk from their own funds without significant detriment to their financial position.

The Website does not serve as a channel for mass fundraising from the general public. The Website’s contact form is used for initial enquiries; subsequent engagement is conducted offline.

7.3. Strategic project co-investors

Specialised legal firms, organisations specialising in debt recovery, and other market participants interested in joint implementation of specific portfolio projects. Engagement is conducted on the basis of joint activity agreements for specific projects.

8. Risks associated with participation in projects

The Company expressly draws the attention of potential participants in SLAE projects to the following material risks, which require independent and prior assessment by the potential participant:

8.1. Risk of partial or total loss of contribution

Participation in a simple partnership project, by its legal and economic nature, constitutes entrepreneurial activity associated with entrepreneurial risk within the meaning of paragraph 1 of Article 10 of the Civil Code of the Republic of Kazakhstan. Partial or total loss of the contribution made is possible. The Company does not guarantee the return of the contribution, does not guarantee any positive result, does not guarantee the achievement of any specific financial indicators, and does not assume any obligations to compensate possible losses of the participant.

Any calculation indicators, illustrative scenarios and projections that may be presented to a potential participant in individual negotiations are illustrative in nature, based on assumptions, and do not constitute a guarantee of future results.

8.2. Litigation risks

Realisation of receivables through judicial proceedings depends on the position of the court, its interpretation of legal provisions in the specific circumstances, evidence presented by the parties and other factors. Positive judicial practice in similar categories of cases does not guarantee a positive outcome in a specific case. Wholly or partially negative outcomes of judicial processes are possible.

8.3. Enforcement proceedings risks

Obtaining a positive judicial act does not guarantee actual receipt of the awarded funds. Actual recovery depends on the existence of property of the debtor that may be subject to recovery, actions of the debtor to conceal property, the effectiveness of enforcement proceedings, the good faith of counterparties and other factors beyond the exclusive control of the Company.

8.4. Risk of debtor insolvency and bankruptcy

Debtors under receivables included in the Company’s portfolios may be insolvent, or initiate or be involved in rehabilitation or bankruptcy procedures within the meaning of the Law of the Republic of Kazakhstan “On Rehabilitation and Bankruptcy”. In such cases, the possibility of actual receipt of funds is significantly reduced and may prove impossible in part of the cases.

8.5. Risk of duration of procedural processes

Realisation of receivables through judicial and enforcement procedures in the Republic of Kazakhstan is a lengthy process that may take from several months to several years depending on the complexity of the case, instances of consideration, behaviour of procedural opponents and other circumstances. No specific timeframes for obtaining results are guaranteed.

8.6. Risk of changes in legislation and regulatory approaches

The activities of the Company and the implementation of the SLAE methodology are conducted within the legal framework of the Republic of Kazakhstan, which is subject to change. Changes in legislation, in the approaches of the financial market regulator, in judicial and law enforcement practice may significantly affect the parameters of project implementation, including the possibility of achieving the originally anticipated result. The Company cannot guarantee the preservation of current legal enforcement conditions throughout the entire term of project implementation.

8.7. Risks of force majeure circumstances

Project implementation may be affected by force majeure circumstances within the meaning of Article 359 of the Civil Code of the Republic of Kazakhstan, including natural phenomena, emergency situations, military actions, acts of state authorities, that have caused the impossibility of fulfilling obligations. The Company is not liable for non-performance of obligations as a result of such circumstances.

8.8. Risks specific to digital assets

In the part of potential tokenisation of legal assets within the SLAE-T1 workstream, specific risks apply that are connected with the regulation of digital assets in the Republic of Kazakhstan in accordance with the Law of the Republic of Kazakhstan “On Digital Assets in the Republic of Kazakhstan” of 6 February 2023 No. 193-VII, technological risks, cybersecurity risks, volatility risks and other risks typical for digital instruments.

8.9. Conflict of interest and related-party risks

In respect of cases in which the head of the Company acts in a procedural capacity as an advocate or legal counsel on behalf of clients, questions may arise concerning the relationship between advocate activities and commercial activities of the Company. The relevant relationships are subject to disclosure to participants on an individual basis at the negotiation stage and are formalised in compliance with the requirements of the legislation of the Republic of Kazakhstan on advocate activities.

The list of risks set out in this section is not exhaustive. In making a decision to participate in any project implemented by the Company, a potential participant is obliged to independently assess the totality of risks taking into account their financial capabilities, investment objectives and, where necessary, in consultation with independent qualified advisors not affiliated with the Company.

9. Independent decision-making by the participant

Any decision to participate in projects implemented by the Company is made by the potential participant independently, on the basis of their own assessment of information provided by the Company, individual financial capabilities of the participant, their business objectives and acceptable level of risk.

By making a decision to participate, the participant confirms that:

1. they had sufficient time and opportunities to study the information provided by the Company about the project;
2. they have independently assessed the risk factors set out in section 8 of this Disclaimer and in the individual project documents;
3. where necessary, they have obtained independent consultations from qualified specialists not affiliated with the Company;
4. they possess the financial capability to bear potential losses in the full amount of the contribution made without significant detriment to their financial position;
5. they make the decision to participate voluntarily, without coercion, on the basis of their own business judgement.

The Company is not liable for decisions made by participants without taking into account the recommendations on independent risk assessment and engagement of independent advisors.

10. Protection of the SLAE methodology as intellectual property

Sattilik Invest Holding JSC is the exclusive rights holder of the proprietary SLAE methodology (Sattilik Legal Assets Engineering), including all its tiers (SLAE 1.0, SLAE 2.0, SLAE 3.0) and functional workstreams (SLAE-A1, SLAE-D1, SLAE-T1, SLAE-M1, SLAE-S1).

The SLAE methodology constitutes a work protected by copyright in accordance with the Law of the Republic of Kazakhstan “On Copyright and Related Rights” of 10 June 1996 No. 6-I as a proprietary system constituting the result of the creative activity of its author and expressed in objective form. The combination of algorithms, valuation methods, technological protocols, operational standards not disclosed in the public part of the Website is additionally protected under the regime of commercial secret in accordance with the applicable legislation of the Republic of Kazakhstan.

In respect of the SLAE methodology and its elements, as well as the Content of the Website, the following actions are prohibited without the written consent of the Company:

1. copying, reproducing in any form, including saving in any information system, except for cases of temporary technical caching when viewing the Website;
2. distribution, communication to the public, publication in mass media, on social networks, on other internet resources;
3. processing, translation, adaptation, creation of derivative works based on the methodology or its elements;
4. reverse engineering, decompilation, disassembly of any software solutions implementing elements of the methodology;
5. use of the methodology or its individual elements to provide own commercial services to third parties;
6. use of the names “SLAE”, “Sattilik Legal Assets Engineering”, derivatives thereof in own commercial activities, advertising, on own internet resources.

The information about the SLAE methodology posted on the Website contains exclusively the conceptual, publicly available part and does not provide visitors with any rights to use the methodology. Access to the full content of the methodology (algorithms, valuation formulae, technological protocols, operational standards) is possible exclusively under the terms of a non-disclosure agreement (NDA) and a licensing or other contract with the Company.

Violation of the exclusive rights of the Company to the SLAE methodology entails liability provided for by civil, administrative and criminal legislation of the Republic of Kazakhstan, including the obligation to compensate damages caused to the Company, payment of compensation in accordance with Article 49 of the Law of the Republic of Kazakhstan “On Copyright and Related Rights”, and other measures of protection of intellectual rights provided for by legislation.

11. Limitation of liability

To the extent permitted by the legislation of the Republic of Kazakhstan, the Company is not liable for:

1. any direct, indirect, incidental, consequential or punitive damages arising from the use by a visitor of information posted on the Website or the inability to use it;
2. decisions made by a visitor on the basis of information posted on the Website without prior individual professional consultation with independent qualified advisors;
3. the content of third-party websites to which links from the Website may lead; such transitions are made by the visitor at their own responsibility;
4. temporary unavailability of the Website or its individual functions for technical reasons;
5. distortion, loss or unauthorised access to data transmitted by a visitor through the Website, subject to compliance by the Company with reasonable measures of protection provided for by the legislation of the Republic of Kazakhstan on the protection of personal data;
6. actions of third parties committed using information from the Website contrary to its legal status.

Nothing in this Disclaimer limits the liability of the Company in cases where such limitation is not permitted by the imperative provisions of the legislation of the Republic of Kazakhstan.

12. Applicable law and dispute resolution

This Disclaimer, the relations between the Company and visitors of the Website in connection with the use of the Website, and all matters directly or indirectly connected with this Disclaimer, are governed by the legislation of the Republic of Kazakhstan without regard to conflict-of-laws rules.

Disputes arising in connection with the use of the Website are subject to resolution by sending a claim to the Company at the email address bilalov@sattilik.com. The deadline for considering a claim is thirty calendar days from the date of its receipt. In case of inability to settle a dispute through claims procedure, the dispute is subject to consideration in the courts of the Republic of Kazakhstan in accordance with the rules of jurisdiction established by the procedural legislation of the Republic of Kazakhstan.

13. Final provisions

The Company has the right to unilaterally make changes to this Disclaimer. The current version of the Disclaimer is posted on the Website at the permanent address https://sattilik.com/legal/en/disclaimer.html and takes effect from the moment of its posting unless otherwise indicated in the version itself.

This Disclaimer is drawn up in Russian, Kazakh and English. In case of discrepancies between the language versions, the Russian and Kazakh versions shall prevail in accordance with paragraph 2 of Article 21 of the Law of the Republic of Kazakhstan “On Languages in the Republic of Kazakhstan” of 11 July 1997 No. 151-I. The English version is provided for informational purposes only.

If any provision of this Disclaimer is recognised as invalid or unenforceable, the remaining provisions retain full force. The invalid provision is subject to replacement by a provision as close in meaning to the original as possible and consistent with the legislation of the Republic of Kazakhstan.

For matters relating to the application of this Disclaimer, visitors may contact the Company at the contacts indicated in the “Contact” section of the Website or at the email address bilalov@sattilik.com.