© Kagirov Abdul-Khakim Akhmadovich, 2026. All rights reserved. Watermark · © Kagirov A-Kh. A. · 2026 · ALL RIGHTS RESERVED · Universal Copyright Convention, Geneva 1952

CRYPTO-ASSET OFFERING DOCUMENT (WHITEPAPER)

NOAH’S ARK PLATFORM · PILOT ISSUANCE €100,000,000

Prepared in accordance with CBA Regulation 7/04

“Form and content of the crypto-asset offering document”

Document № NK-LEGAL-D1-001/2026 Preparation date: 1 May 2026 Issuance jurisdiction: Republic of Armenia Applicable law: RA Law on Crypto-Assets HO-159-N dated 29.05.2025; CBA Regulation 7/04 (CBA Board Decision № 226-N of 30.12.2025); related RA secondary legislation

Issuer: Joint Venture “Noah’s Ark Platform” (the “Issuer” or the “Platform”) Project author and rightsholder: Kagirov Abdul-Khakim Akhmadovich (Aslan Kaa) - 🌐 www.aslankaa.com - 📧 aslankaa@yandex.ru - 📱 +7 (969) 795-55-55 · +7 (925) 203-77-77 - 💬 Telegram @aslan_kaa · Instagram @aslan_kaa · VK id453725994 · Facebook aslan.kaa · X @aslanofff

NOTICES

This document is not a public offering within the meaning of the law of jurisdictions other than the Republic of Armenia and has been prepared in accordance with Articles 5–14 of RA Law on Crypto-Assets HO-159-N and CBA Regulation 7/04. Distribution in other jurisdictions must comply with the laws applicable there. The Issuer is not responsible for breaches committed by distributors of the document in third countries.

Investing in crypto-assets carries the risk of total loss of the funds invested, regardless of the protective measures described in this document. None of the collateral, insurance, or guarantee arrangements can fully eliminate the risk of loss. An investment decision should be based on a full review of this document, including the risks section (Section 6), and, where appropriate, on consultation with an independent financial adviser licensed in the applicable jurisdiction.

This offering document has been filed with the Central Bank of the Republic of Armenia in accordance with Regulation 7/04. Filing does not imply CBA approval of the content of the document, the economic viability of the offering, or the accuracy of the information contained herein.

CONTENTS

1. Identification of the Issuer and its executives
2. Description of the crypto-assets
3. Description of the underlying asset (collateral pool)
4. Rights of the holders
5. Technology base
6. Risks and mitigation (including §6.16 market manipulation and §6.17 Phase 1-specific risks)
7. Redemption procedure
8. Economic model and terms of the public offering
9. Marketing materials and restrictions
10. Complaints, disputes, and applicable law
11. Statement of compliance with HO-159-N
12. Annexes and signatures
13. Future development of the Platform (outside the scope of this document)

SECTION 1. IDENTIFICATION OF THE ISSUER AND ITS EXECUTIVES

1.1 The Issuer

1.2 Executives and key persons

In accordance with CBA Regulation 7/05 “Registration of CASP Executives”, all executives of the Issuer are subject to registration with the CBA, confirming compliance with the “fit and proper” criteria. For separation of duties (Reg. 7/05 and PIE corporate-governance standards) the roles of Chairman of the Board and CEO are not combined in one person.

1.3 Affiliated persons

As at the date of preparation, the Issuer has no affiliated persons within the meaning of Armenian corporate law. The final list will be disclosed at the time of submitting the final version of the document to the CBA prior to the public offering.

1.4 Intellectual property objects and the licence agreement

The IP objects of the “Noah’s Ark Platform” project (corporate name, trademarks, patent applications, smart-contract source code, pool composition methodology, KYC mapping, and other intangible assets) belong to Center Group Company / IP-Holdco (the “Licensor”). The Issuer uses these objects under an exclusive licence agreement with the Licensor, the key terms of which are:

• exclusive licence covering the territory of Armenia and other jurisdictions where the Issuer carries on regulated activity;
• royalty in the range of market rates for similar fintech licences (confirmed by an independent valuation by a licensed Armenian appraiser);
• minimum guaranteed payment — a fixed annual amount regardless of revenue;
• term — for the entire circulation period of the tokens of this issuance with an extension option;
• IP pledge in favour of the Issuer and Senior tranche holders as additional security for the Licensor’s obligation to continuously provide the licence.

1.5 Qualifying shareholder

Under Regulation 7/01, control above 10% is subject to disclosure and CBA approval. Kagirov’s 60% stake is held through RA-Holdco — an Armenia-registered legal entity, ensuring compliance with the CBA’s qualifying-shareholder requirements without structural risks tied to ownership chains through third-country jurisdictions.

SECTION 2. DESCRIPTION OF THE CRYPTO-ASSETS

The issuance comprises two token classes (in addition to the utility CFA1 described in §2.3):

2.1 Senior tranche — tokenized infrastructure bond (NK-SR)

2.2 Junior tranche — Asset-Referenced Token (NK-JR-ART)

2.3 Utility token CFA1 (not publicly placed)

SECTION 3. DESCRIPTION OF THE UNDERLYING ASSET (COLLATERAL POOL)

3.1 Composition of the pilot pool

The collateral pool (the “Pool”) is formed from the following categories of real estate located in the Republic of Armenia:

The expected object count is based on a weighted average of €188,679 (€100M / 530), roughly matching the median real-estate value in Yerevan and comparable RA cities.

3.2 Geographic distribution of the pool

3.3 Asset admission criteria

An object is admitted to the Pool only if all of the following are satisfied:

1. The object is located in Armenia and registered in the State Real Estate Cadastre of Armenia.
2. Ownership is documented, is not contested in court, and is not under arrest.
3. At admission there are no active encumbrances (mortgage, arrest, other pledge).
4. The object is insured by an Armenian insurer partnered with the Issuer (under the Issuer’s programme).
5. A positive independent valuation has been obtained from a licensed RA appraiser (Law on Valuation Activity).
6. The owner has passed the KYC/AML procedure under HO-159-N (CASP AML obligations) , the RA AML/CFT Law (as amended in 2023), CBA Regulation 7/01, and the FATF Travel Rule (Recommendation 16).
7. A temporary encumbrance for the Pool cycle has been registered in the State Real Estate Cadastre in accordance with RA cadastral legislation.

3.4 Pool management and revaluation

The Pool is held under custody by the Issuer (CASP “custody” category, AMD 50M capital under Reg. 7/02). It is managed under a multi-signature scheme (3-of-5 mandatory signatures: CEO, CTO, CFO, CCO, independent trustee).

Pool revaluation and disclosure: - quarterly revaluation under IFRS 13 “Fair Value Measurement” by an independent appraiser; - unscheduled revaluation on material events (commissioning of a newly built object into the Pool, force-majeure, market move ≥10%); - publication of updated NAV no later than the 15th of the month following the reporting quarter; - mandatory quarterly disclosure of reserve composition, NAV, capital adequacy, and other information in the order established by HO-159-N for ART issuers ; - segregation of pool reserve assets from the Issuer’s own funds: accounting through dedicated settlement/custody accounts at the trustee; monthly reconciliation by an independent auditor; ban on using pool reserve assets as collateral for the Issuer’s obligations not related to this issuance.

3.5 Pool expansion through newly built objects

Once the national projects are commissioned, the completed objects (or their cash equivalents in the form of concession rights) are transferred to the Pool as additional collateral. This drives Pool NAV growth and consequently the price of the Junior Tranche (NK-JR-ART). See Section 8.

SECTION 4. RIGHTS OF THE HOLDERS

4.1 Rights of Senior tranche holders (NK-SR)

4.2 Rights of Junior tranche holders (NK-JR-ART)

4.3 Rights of collateral real-estate owners (CFA1 holders)

SECTION 5. TECHNOLOGY BASE

5.1 Distributed ledger

The Issuer uses a distributed ledger (DLT) meeting the following requirements:

• EVM compatibility for interoperability with existing wallet infrastructure and crypto custodians
• Permissioned access for regulator nodes (the CBA receives a read-only node with full access to the Pool composition)
• Transaction finality within 30 seconds for UX
• Low operational costs (gas) — acceptable for micro-operations (coupon payments, revaluations)
• Mature smart-contract development and audit tooling

Base platform: Polygon PoS (or Polygon zkEVM) — selected as the closest match to EU MiCA-compatible implementations, with an active development community and accessible smart-contract audit. The final technology choice will be ratified within the Technical Architecture Document of the project.

5.2 Smart contracts

All smart contracts are subject to independent audits by at least two specialised audit firms (Trail of Bits, Quantstamp, ConsenSys Diligence, OpenZeppelin, or equivalents). The audit reports are published on the Issuer’s website before the placement starts.

5.3 Private key management

• Hardware Security Modules (HSM) at FIPS 140-2 Level 3 for all custody keys
• Multi-sig 3-of-5 for critical operations
• Key ceremony with independent observers at initial key creation
• Disaster recovery with geographically distributed backups

SECTION 6. RISKS AND MITIGATION

In line with the requirement of Regulation 7/04 to disclose at least 12 risk categories, the Issuer discloses 17 risk categories ranked by materiality, including the risk of market manipulation (§6.16) and the Phase 1-specific risk factors (§6.17).

6.1 Regulatory risks

Risk: Changes in Armenian crypto-asset legislation, withdrawal or suspension of the CASP licence, changes in the requirements of CBA Regulations (including 7/01, 7/02, 7/04, 7/05), changes in the interpretation of the ART status. Mitigation: Continuous monitoring of the regulatory environment; legal support by a specialised Armenian law firm; active participation in rule-making through professional associations; product diversification (part of the issuance is under a different legal regime — the Senior tranche under the RA Securities Law); readiness to adjust the issuance parameters in response to CBA changes.

6.2 Sovereign credit risk of Armenia and budgetary guarantee risk

Risk: Non-grant of the guarantee (see §6.17, P1-R1), default of the Ministry of Finance under a granted budgetary guarantee, material deterioration of Armenia’s sovereign credit rating (currently B+/Ba3, below investment grade, limiting access to the Senior tranche for some institutional investors). Mitigation: The budgetary guarantee is treated as conditional and additional (not the sole) collateral; the primary collateral is the real-estate pool, liquidatable independently of the state of the budget; insurance coverage CCI/Force-Majeure; risk allocation between tranches (Senior seniority over Junior); a separate issuance credit rating (asset-backed rating may exceed the sovereign one given a high-quality Pool).

6.3 Risk of Pool value decline

Risk: A material drop in Armenian real-estate prices (>30%), reducing collateral under both tranches. Mitigation: Value Preservation Insurance covering NAV declines; geographic Pool diversification; quarterly revaluation; cap on the share of any single asset in the Pool (5%).

6.4 Risk of disruption of financed projects

Risk: Untimely delivery or incomplete implementation of national projects financed from the Fund. Mitigation: Mandatory Construction Completion Insurance with a direct claim right for Senior tranche holders; independent construction audit; milestone-based financing; penalty clauses in government contracts.

6.5 Technology risks (DLT, smart contracts)

Risk: Smart-contract vulnerability, exploit of the DLT platform, loss of private keys, oracle malfunction. Mitigation: At least 2 independent smart-contract audits; bug bounty programme; HSM for keys; multi-sig; use of a mature DLT platform; migration plan to a backup DLT in case of critical failure.

6.6 Liquidity risks

Risk: Insufficient secondary-market liquidity for the Junior Tranche (ART), preventing quick exit for holders. Mitigation: Market-making programme with the partner bank’s participation; Issuer quarterly redemption mechanism; secondary-venue diversification; gradual expansion to international venues recognising HO-159-N.

6.7 Currency risk

Risk: Material moves in the AMD/EUR/USD rates affecting yield for non-resident investors. Mitigation: Part of the payments may be made in EUR/USD at the holder’s election; FX hedging via the partner bank; balanced FX positioning of the Issuer.

6.8 Risk of fraud in pool formation

Risk: Inclusion in the Pool of real estate with forged documents, contested rights, or assets pledged through multiple channels at the same time. Mitigation: Dual verification of rights through the Cadastre + an independent lawyer; encumbrance in the Cadastre from admission; Title Insurance; internal review by the compliance officer; AML/KYC.

6.9 Operational risks of the Issuer

Risk: Personnel errors, IT infrastructure failures, cyber incidents. Mitigation: ISO/IEC 27001-certified information security; Cyber Liability Insurance; BCP/DR; staff training.

6.10 Reputation risks

Risk: Negative media coverage, public campaigns against the platform, political shifts affecting attitudes toward the project. Mitigation: Professional PR strategy; regular communication with the regulator, media, and the public; transparency of all operations via DLT.

6.11 Valuation error risk

Risk: Over- or under-statement of individual asset values in the Pool, distorting NAV. Mitigation: Appraiser rotation; internal control via a valuation committee; periodic independent audits of valuation procedure; appraiser liability under the RA Valuation Law.

6.12 KYC/AML risk

Risk: Inclusion among owners or investors of persons in breach of sanctions or involved in money laundering. Mitigation: The Issuer runs its own AML programme in line with CASP obligations under HO-159-N and the RA AML/CFT Law (as amended in 2023); its own MLRO registered with the RA FinMon; two-tier KYC via the partner bank and the platform, with the Issuer retaining responsibility (full AML outsourcing to the partner bank is not permitted); daily screening against OFAC, EU, UN, UK lists; FATF Travel Rule (Recommendation 16) — implementation of a technology solution (e.g. Sumsub / Notabene / Veriscope) for transmitting originator/beneficiary information on crypto transactions ≥ €1,000; internal policies for conflict of interest and insider-trading prevention .

6.13 Concentration risk

Risk: Excessive Pool concentration on a single owner, region, asset type, or one financing recipient developer. Mitigation: Concentration limits in the investment policy (no more than 5% per single owner, 25% per region, 35% per asset type, 15% per single financing recipient).

6.14 Jurisdictional risks of diaspora investors

Risk: Prohibitions or restrictions on crypto-asset investments in the diaspora investors’ residence jurisdictions. Mitigation: Legal review of applicable law for each key jurisdiction (Russia, USA, France, Lebanon, etc.) before marketing; tailored marketing materials; engagement only with investors whose jurisdiction permits the purchase.

6.15 Force-majeure and geopolitical risk

Risk: Military conflicts, natural disasters, sanctions materially disrupting operations. Mitigation: Force-Majeure Insurance; geographic diversification of infrastructure (primary cloud in the EU, secondary in Armenia, edge in diaspora hubs); operations evacuation plan; platform reserve fund (~5% of revenue).

6.16 Market manipulation risk

Risk: Manipulation of token prices on the Issuer’s licensed trading platform or compatible secondary venues (wash trading, spoofing, layering, front-running). Mitigation: The Issuer implements a market-manipulation prevention policy in line with CASP obligations under HO-159-N : a surveillance system with automatic detection of anomalous patterns; trading bans for insiders (the Issuer’s staff, appraisers, auditors) in windows adjacent to NAV publications; mandatory insider trade declarations; quarterly reports of identified and investigated suspicious operations submitted to the CBA.

6.17 Phase 1-specific risk factors

In addition to the general categories disclosed in §§6.1–6.16, holders of this issuance must consider the following Phase 1-specific risk factors:

SECTION 7. REDEMPTION

7.1 Senior tranche (NK-SR)

• Scheduled redemption: At nominal €1,000 per token in year 7 from placement. 90-day prior notice to holders.
• Early redemption at the Issuer’s option: Possible from year 5 if the obligation integrity to holders is preserved; 2% premium to nominal.
• Early redemption at the holder’s option: Not available under the scheduled scenario. In case of material breaches by the Issuer — through the trust-agreement mechanism.
• RA Ministry of Finance budgetary guarantee: The guarantee is granted by a separate Government Decree within the volume of state guarantees provided by the annual State Budget Law of Armenia for the relevant fiscal year. Without that Government Decree and in the absence of available cap in the State Budget of the relevant year, the guarantee is not granted and not in force. Activation of a granted guarantee — upon the Issuer’s default and insufficiency of own funds / Pool realization — is carried out by the trustee in the order set out in the Decree.

7.2 Junior tranche (NK-JR-ART)

• Issuer redemption right: At Pool NAV on the redemption date, with 90 days’ prior notice. The Issuer may exercise this right 7 years from placement, or earlier by Board resolution with holder approval.
• Holder redemption right: At any time after 6 months from placement, at NAV with a 30-day execution lag. Aggregate quarterly redemption cap — 25% of outstanding amount (to protect Pool liquidity). Above the cap — proportional deferral.
• Redemption via the secondary market: As an alternative to direct redemption — sale on the Issuer’s licensed trading platform or compatible secondary venues.

7.3 Utility CFA1 (owner’s)

• Return on encumbrance release: In full upon cycle completion. Simultaneously with the encumbrance release in the Armenian Cadastre.
• Return on force-majeure: Replacement by an insurance CFA1 issued by the insurer (see §6.15).
• Return on inheritance: Transfer to heirs via a Cadastre extract.

SECTION 8. ECONOMIC MODEL AND TERMS OF THE PUBLIC OFFERING

8.1 Overall placement structure

8.2 Issuer fees

8.3 Use of proceeds

€100,000,000 (raised) →
├── €92,000,000 (92%) → "Noah's Ark" Fund → national projects of Armenia
├── €1,800,000 (1.8%) → Issuance fees to the Issuer
├── €4,000,000 (4.0%) → Liquidity reserve (Senior coupons in years 1–2)
├── €1,200,000 (1.2%) → Buffer (contingency)
└── €1,000,000 (1.0%) → Marketing and compliance expenses

8.4 Expected yield and risk profile (warning)

The yields shown are targets and are not guaranteed. Actual yield may differ materially depending on the realisation of risks described in Section 6. The Senior Tranche is collateralised by the Pool and insurance coverage; the RA Ministry of Finance budgetary guarantee is a conditional additional collateral element and operates only once granted by a separate Government Decree within the annual State Budget Law cap (see §6.17 P1-R1 and §7.1). In the absence of a granted guarantee the Senior Tranche is collateralised solely by the Pool and the insurance coverage. The Junior Tranche is a variable-yield investment without a guaranteed coupon; its value may rise or fall.

SECTION 9. MARKETING MATERIALS AND RESTRICTIONS

9.1 Compliance of marketing materials

In accordance with Regulation 7/04, all of the Issuer’s marketing materials relating to this offering:

• are identified as marketing;
• do not contradict the content of this document;
• contain a balanced presentation of benefits and risks;
• are filed with the CBA as part of the offering document for review.

9.2 Jurisdictional restrictions

Marketing and sale of the tokens of this offering are prohibited in the following jurisdictions: - jurisdictions covered by UN, EU, or US sanctions where crypto operations are restricted; - jurisdictions where crypto-assets are wholly prohibited (PRC for private persons, a number of others); - other jurisdictions in which, following legal analysis, irreconcilable restrictions are identified.

Marketing and sale in other jurisdictions comply with applicable local law. The Issuer relies on the qualification of investors as “qualified” in their home jurisdictions.

9.3 Marketing point of contact

Kagirov Abdul-Khakim Akhmadovich (contacts in the document header).

SECTION 10. COMPLAINTS, DISPUTES, AND APPLICABLE LAW

10.1 Complaint handling

Complaints from holders and other interested persons are received by the Issuer via the following channels: - email: complaints@noah-ark.am (planned); aslankaa@yandex.ru (interim); - through the personal account on the platform website; - in writing to the Issuer’s registered office in Armenia.

The complaint handling period is no more than 30 calendar days. A written reasoned response is provided. If the complainant disagrees with the response — the complaint may be referred to the CBA as the regulator and/or to court.

10.2 Applicable law and jurisdiction

This document, all transactions and relationships arising from the public offering, are governed by the law of the Republic of Armenia. Disputes are heard in the courts of general jurisdiction of Armenia, or at the Armenian Arbitration Centre at the parties’ election.

For cross-border disputes with foreign investors, arbitration before the ICC (Paris) or the London Court of International Arbitration (LCIA) is admissible under a corresponding agreement of the parties.

10.3 Exclusion of liability

The Issuer is not liable for: - the consequences of investment decisions made by holders without due care and without regard to their own financial position; - damage caused by force-majeure; - consequences of changes in the law of Armenia or applicable foreign law; - acts of third parties (insurers, appraisers, the partner bank, state authorities) for which the Issuer is not liable under the law.

SECTION 11. STATEMENT OF COMPLIANCE WITH HO-159-N

The Issuer hereby declares that:

1. This document has been prepared in accordance with Articles 5–14 of the RA Law on Crypto-Assets HO-159-N (29.05.2025) and CBA Regulation 7/04 (CBA Board Decision № 226-N of 30.12.2025) on the form and content of the offering document.

2. All information presented herein is accurate as of the date of preparation. The Issuer is responsible for the accuracy of the information under applicable law.

3. The Issuer holds (or will obtain prior to the public offering) CASP licences in the relevant categories of HO-159-N Art. 16 from the CBA Board under Regulation 7/01.

4. The Issuer meets (or will meet at the start of the public offering) the minimum capital requirements under Regulation 7/02.

5. All executives of the Issuer are subject to CBA registration under Regulation 7/05.

6. Throughout the circulation of the tokens, the Issuer undertakes to maintain compliance with HO-159-N and the corresponding CBA Regulations, including disclosure, reporting, client funds protection, market manipulation prevention (§6.16), AML/CFT (§6.12), and reserve segregation (§3.4).

7. Right of withdrawal. Under HO-159-N Art. 11 , a retail holder of the Junior Tranche has the right within 14 calendar days of purchase during the public offering to withdraw the purchase without penalty, with refund of the amount paid; the exercise procedure is disclosed on the Issuer’s website and in the trade confirmation.

8. Amendments to this document. Any material amendment during the public offering is made with notice to the CBA in the order set out in HO-159-N (Art. 7 or equivalent) ; holders who have already acquired tokens are notified of material amendments and, where the right is available, may withdraw the purchase.

9. The Senior Tranche (NK-SR) is issued under a separate legal regime — the RA Securities Law — and is regulated by the CBA as the securities-market supervisor separately from crypto-assets.

10. Filing deadline. This document is filed with the CBA at least 20 business days prior to the public offering, in accordance with CBA Regulation 7/04.

SECTION 12. ANNEXES AND SIGNATURES

12.1 Annexes

The full project documentation of “Noah’s Ark” is available within the project folder and includes:

• Concept specification (document NK-CONCEPT-001/2026)
• Explanatory note (NK-EXPL-001/2026)
• Declaration of absence of third-party rights (NK-DECL-001/2026)
• Summary analytical overview of RA regulation (NK-REGS-001/2026)
• Draft JV Charter (NK-LEGAL-D2-001/2026)
• Draft Government Decree (NK-LEGAL-D3-001/2026)
• Draft package of legislative amendments for future development (NK-LEGAL-D4-001/2026)
• IP strategy (NK-LEGAL-D5-001/2026)
• Financial model (NK-FIN-E1-001/2026)
• Investor pitch deck (NK-FIN-E2-001/2026)
• Technical architecture (NK-ARCH-001/2026)
• HTML prototype (NK-HTML-001/2026)
• Speech for the oral presentation (NK-SPCH-001/2026)
• One-pager (NK-1PG-001/2026)

12.2 Signatures

For the Issuer:

Signature: _______________________ Kagirov Abdul-Khakim Akhmadovich — Founder, Chief Executive Officer Date: “” ______ 2026

Signature: _______________________ Chief Compliance Officer (to be appointed) Date: “” ______ 2026

Signature: _______________________ Chief Financial Officer (to be appointed) Date: “” ______ 2026

SECTION 13. FUTURE DEVELOPMENT OF THE PLATFORM (OUTSIDE THE SCOPE OF THIS DOCUMENT)

This document describes exclusively the Phase 1 pilot issuance, carried out within the existing regulatory framework of the Republic of Armenia (HO-159-N, CBA Regulations 7/01, 7/02, 7/04, 7/05; RA Securities Law; RA Budgetary System Law; RA AML/CFT Law as amended in 2023; other applicable RA acts in force as of the document date).

The Issuer and the project rightsholder do not rule out further development of the Platform depending on the evolution of the RA regulatory environment — for example, adoption of specialised regulation for real-estate-backed CASPs, changes in the tax regime, development of cooperation instruments with international financial institutions. Any such directions:

• are not the subject of this public offering;
• do not confer on holders of this issuance any rights or expectations;
• depend on the decisions of competent RA authorities (National Assembly, Government, CBA) which the Issuer does not control;
• are not represented in marketing materials of this issuance as guaranteed or expected outcomes.

A holder of the tokens of this issuance must base the investment decision solely on Phase 1 information disclosed in this document, without regard to any future changes in RA law.

© Kagirov Abdul-Khakim Akhmadovich, 2026. Document NK-LEGAL-D1-001/2026. All rights reserved under the Universal Copyright Convention (Geneva, 1952) and the Berne Convention (1886). Reproduction and distribution are prohibited without written consent of the rightsholder.