Effective Date: 12.10.2026

Issuer: SEYACH S.A.

1. Offer Below the Threshold of EUR 1,000,000

The offer presented on this website has a total cumulative value of less than EUR 1,000,000 over a period of 12 months and is made in accordance with Article 1(3)(d) and Article 3(2) of Regulation (EU) 2017/1129 (Prospectus Regulation). Therefore, this offer is NOT subject to a prospectus approved by the Financial Supervisory Authority (FSA / ASF) or any other competent authority in the European Union.

2. Nature of the Business & Dual Ecosystem

SEYACH S.A. is currently engaged in bridging real-world assets with digital markets through two distinct, synchronized platforms functioning in tandem:

• Listezz.com: A fully independent online marketplace dedicated exclusively to traditional asset listings and classifieds activities.

• RWARoll.com: A proprietary digital solution utilizing blockchain technology focused on asset management and multi-asset tokenization.

3. Legal Nature of the Instrument

The investor acquires registered ordinary shares in SEYACH S.A., a joint-stock company incorporated in Romania, registered with the Trade Registry under no. J13/2348/2003.

4. Dual Exemption Thresholds (Mandatory & Cumulative)

The offer strictly operates under two limits. It will be automatically suspended or closed if either threshold is reached:

Threshold Limit Scope Application

Financial Cap < EUR 1,000,000 total consideration Across all EU/EEA investors in any consecutive 12-month period.

Investor Cap ≤ 150 natural or legal persons Per Member State (excluding qualified investors).

5. Pricing & Valuation

• Nominal Value: 1 RON per share (fixed, per the company's Articles of Association).

• Payment Method: Via SEPA bank transfer.

• Pricing Structure: No share premium (share agio), no variable pricing.

6. Shareholder Rights (Immediate)

Upon successful registration in the Shareholders' Registry, investors receive full and immediate rights under Romanian Company Law (Law 31/1990):

• Voting rights in the General Meetings of Shareholders (AGA).

• Dividend rights (pro-rata profit distribution).

• Pre-emption rights in future capital increases.

• Statutory information and corporate transparency rights.

7. Liquidity & Transfer Restrictions (Year 1)

• No Secondary Market: There is no public exchange or active trading venue for the shares during Phase 1.

• Transfer Mechanism: Share transfers can only be executed via a formal contract, followed by an official update in the Romanian Trade Registry.

• Lock-up Period: A mandatory 12-month lock-up period applies from the date of subscription.

8. Investor Cap Enforcement Mechanism

• Real-Time Monitoring: Enforced via our internal CRM system on a per-country basis.

• Subscription Queue: First-come, first-served per Member State.

• Rejection & Waiting List: This offer is limited to a maximum of 150 investors per Member State (excluding qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129). Once the 150-investor cap is reached in any single EU/EEA country, the offer is automatically closed for that jurisdiction. Impacted investors will be placed on a non-priority waiting list.

9. Future Tokenisation – Phase 2 (Post-Month 12)

The digital representation of the assets will occur only after the following cumulative conditions are met:

1. The mandatory 12-month lock-up period from Phase 1 has fully elapsed.

2. The regulatory infrastructure is established, targeting a 1 security token = 1 share ratio.

3. The distribution is handled via a MiCA-licensed Crypto-Asset Service Provider (CASP) or equivalent regulated framework.

4. Full KYC/AML re-onboarding and updated verification will be mandatory for all participants prior to token allocation.

10. Accounting & Tax (Phase 1)

• Share Valuation: Shares are recorded at their nominal value of 1 RON.

• Future Token Distribution: The future token allocation is structured as a non-taxable corporate/capital reorganization, subject to a final tax ruling (pending).

© 2026, SEYACH S.A. All rights reserved. Structured in compliance with Romanian corporate law and EU financial regulations.

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