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

CHARTER

of the Closed Joint-Stock Company “Noah’s Ark Platform”

(draft for incorporation)

Document № NK-LEGAL-D2-001/2026 Date: 1 May 2026 Jurisdiction: Republic of Armenia Applicable law: Law of the Republic of Armenia on Joint-Stock Companies; Civil Code of the Republic of Armenia; Law of the Republic of Armenia on Crypto-Assets HO-159-N; Regulations of the Central Bank of Armenia (CBA) 7/01–7/05

Project author and rightsholder: Kagirov Abdul-Khakim Akhmadovich (Aslan Kaa) · Center Group Company www.aslankaa.com · aslankaa@yandex.ru · +7 (969) 795-55-55 / +7 (925) 203-77-77

§ 0. CRITICAL NOTE FOLLOWING THE LEGAL RE-AUDIT OF 2026-05-11

Following the legal re-audit (Аудит_проекта_2026-05-11/AUDIT_4_Legal_Regulatory_Armenia.md, reviewer: Aram Khachatryan), the structure of the founders’ contributions has been amended:

Previously (draft of 01 May 2026): Kagirov A-Kh. A. as a natural person contributes intellectual property directly to the charter capital of the JV based on the results of an international IP valuation.

As amended (post re-audit): 1. Founder — Armenian Holding Company (RA-Holdco), 100% owned by Kagirov A-Kh. A. This is required to pass the qualifying shareholder approval of the Central Bank of Armenia (Regulation 7/01). 2. RA-Holdco’s contribution to charter capital — cash (minimum amount required under Regulation 7/02: AMD 320 million); the IP portfolio is not contributed to charter capital. 3. Under a separate agreement, RA-Holdco grants the JV an exclusive licence to use the IP portfolio against a market royalty (1.5–2% of platform revenue). 4. IP pledge: RA-Holdco pledges the IP portfolio to the partner bank as collateral for the JV’s credit facility.

This structure allows: - avoidance of the double-taxation risk (~$12–14M under the “IP into charter capital” scenario); - avoidance of conflict with Regulation 7/02 (the CASP’s minimum capital must be in cash or liquid assets); - retention of the IP portfolio as a stand-alone asset not directly encumbered by the JV’s obligations.

The provisions of this Charter below have been amended in line with this restructuring. The clauses on contributing IP into charter capital are retained as the historical draft but are not operative.

SECTION 1. GENERAL PROVISIONS

Article 1. Name of the Company

1.1. Full corporate name in Armenian: «Նոյան Տապան Հարթակ» Փակ Բաժնետիրական Ընկերություն (working).

1.2. Full corporate name in Russian: Закрытое акционерное общество «Платформа Ноев Ковчег».

1.3. Short corporate name in Armenian: «Նոյան Տապան Հարթակ» ՓԲԸ.

1.4. Short corporate name in Russian: ЗАО «Ноев Ковчег».

1.5. Full corporate name in English: “Noah’s Ark Platform” Closed Joint-Stock Company.

1.6. The final wording of the corporate name shall be approved at the incorporation meeting. Adjustments are possible until state registration.

Article 2. Registered Office of the Company

2.1. Registered office: Republic of Armenia, Yerevan (exact address to be fixed at incorporation and registration with state authorities).

2.2. The postal address may differ from the registered office and is recorded in the Company’s official details.

Article 3. Purpose and scope of activity

3.1. The purpose of the Company is to establish and operate an institutional platform for off-budget financing of national and social projects of the Republic of Armenia through tokenization of collateral real estate held by Armenian residents and members of the Armenian diaspora.

3.2. The scope of activity of the Company comprises the following lines of business, carried out as a licensed Crypto-Asset Service Provider (CASP) in accordance with Article 16 of the Law of the Republic of Armenia on Crypto-Assets HO-159-N:

3.2.1. Operation of a trading platform for the exchange of crypto-assets (category Art. 16(1) HO-159-N; minimum capital AMD 70,000,000 per CBA Reg. 7/02);

3.2.2. Custody and administration of clients’ private keys (category Art. 16(3) HO-159-N; minimum capital AMD 50,000,000);

3.2.3. Placement and distribution of crypto-assets, including the issuance of Asset-Referenced Tokens (category Art. 16(5–6) HO-159-N; minimum capital AMD 200,000,000);

3.2.4. Transmission of orders to other Crypto-Asset Service Providers (category Art. 16(7) HO-159-N);

3.2.5. Advisory services on crypto-assets and tokenization (category Art. 16(9) HO-159-N).

3.3. In addition, the Company carries out the following activities (subject to separate licensing):

3.3.1. Professional activity in the securities market of the Republic of Armenia — for the placement of the senior debt tranche of the project’s infrastructure bond (separate licence from the CBA as securities market regulator);

3.3.2. Other activities not prohibited by the legislation of the Republic of Armenia and compatible with the CASP licensing regime.

3.4. The aggregate minimum charter capital required for the Company to simultaneously carry out the categories listed in 3.2.1, 3.2.2 and 3.2.3 — AMD 320,000,000 (in line with CBA Regulation 7/02).

Article 4. Term of the Company

4.1. The Company is incorporated for an unlimited term.

4.2. The Company may be reorganised or wound up early in the cases and in the order set out in this Charter and in Armenian law.

SECTION 2. CHARTER CAPITAL AND SHAREHOLDERS

Article 5. Charter capital

5.1. The Company’s charter capital is an amount equivalent to no less than AMD 320,000,000 as at the date of state registration, formed through Founders’ contributions.

5.2. The charter capital is divided into ordinary registered uncertificated shares of a single class.

5.3. Distribution of the charter capital among the Founders (provisional, pending the final IP valuation):

5.4. Special provisions for the protection of the IP contribution:

5.4.1. The exclusive rights contributed by Kagirov A-Kh. A. to the charter capital are inalienable from the Company throughout its entire term of existence, save for cases expressly stipulated in this Charter.

5.4.2. Upon withdrawal of Founder Kagirov A-Kh. A. from the Company (in any form), the exclusive rights revert to him, with simultaneous compensation to the Company for the investment made against the security of those rights.

5.4.3. Any change in the distribution of shares in the charter capital (increase / decrease / revaluation) requires re-valuation of the IP contribution by the same or an equivalent valuation firm.

5.5. The final distribution of shares and the monetary valuation of the IP contribution shall be refined based on: - the international IP valuation performed once the project documentation has been fully assembled; - the final negotiations with the specific Armenian partner bank; - the resolution of the incorporation meeting.

Article 6. Rights of shareholders

6.1. Each shareholder is entitled to:

6.1.1. Participate in the management of the Company’s affairs in the manner set out in this Charter and in the applicable law; 6.1.2. Receive information about the Company’s activities and review its accounting and other records; 6.1.3. Receive dividends from the Company’s profit in proportion to their share; 6.1.4. Receive a portion of property upon liquidation of the Company in proportion to their share; 6.1.5. Pre-emptive right to acquire shares offered for sale by other shareholders or on an additional issue.

6.2. Special rights of Founder Kagirov A-Kh. A. as the project rightsholder:

6.2.1. Right of veto on matters of material change to the project concept, alienation of IP, change of branding; 6.2.2. Right of approval of partnership agreements with third parties involving the use of the IP; 6.2.3. Right of first refusal on shares offered by any other shareholder upon exit.

Article 7. Obligations of shareholders

7.1. Shareholders shall:

7.1.1. Observe the provisions of this Charter; 7.1.2. Not disclose confidential information of the Company; 7.1.3. Contribute to the achievement of the Company’s purposes; 7.1.4. Make their contributions to the charter capital in due time; 7.1.5. Comply with the legislation on crypto-assets, securities, KYC/AML and information security.

SECTION 3. GOVERNANCE BODIES

Article 8. General Meeting of Shareholders

8.1. The General Meeting of Shareholders is the supreme governance body of the Company.

8.2. The exclusive competence of the General Meeting comprises: 8.2.1. Adoption and amendment of the Charter; 8.2.2. Reorganisation and liquidation of the Company; 8.2.3. Determination of the number of members and election of the Board of Directors; 8.2.4. Increase or decrease of the charter capital; 8.2.5. Approval of the annual financial statements and distribution of profit; 8.2.6. Approval of major transactions and related-party transactions; 8.2.7. Approval of material changes to the project concept.

8.3. The General Meeting is convened at least once a year.

Article 9. Board of Directors

9.1. The Board of Directors carries out the general governance of the Company between General Meetings.

9.2. The Board of Directors consists of 7 (seven) members elected for a term of 2 (two) years, including: - 4 (four) representatives of Founder Kagirov A-Kh. A.; - 2 (two) representatives of the Armenian partner bank; - 1 (one) independent director elected by agreement of both Founders.

9.3. The competence of the Board of Directors comprises: 9.3.1. Setting the strategic priorities and strategy of the Company; 9.3.2. Approval of the annual budget; 9.3.3. Appointment and dismissal of the CEO, CFO, CCO, CRO, CTO; 9.3.4. Approval of whitepapers and the terms of each token issuance; 9.3.5. Approval of candidate executives for registration with the CBA (Reg. 7/05); 9.3.6. Oversight of the executive bodies; 9.3.7. Other matters within its competence under this Charter and applicable law.

9.4. The Chairman of the Board of Directors is Kagirov Abdul-Khakim Akhmadovich for the entire term of his participation in the Company.

Article 10. Sole executive body (CEO)

10.1. Day-to-day management of the Company is carried out by the Chief Executive Officer (CEO) appointed by the Board of Directors.

10.2. The first CEO of the Company is Kagirov Abdul-Khakim Akhmadovich. The term of office runs until termination by resolution of the Board of Directors or voluntary resignation.

10.3. The CEO: 10.3.1. Acts on behalf of the Company without a power of attorney; 10.3.2. Enters into transactions within his competence; 10.3.3. Appoints and dismisses employees (other than senior management); 10.3.4. Approves internal regulations; 10.3.5. Represents the Company in relations with third parties; 10.3.6. Signs financial and other reporting.

Article 11. Committees of the Board of Directors

11.1. The Board of Directors maintains the following standing committees:

11.1.1. Audit Committee (at least 3 members, including the independent director as chair). Oversight of financial reporting, selection of the auditor, oversight of internal controls;

11.1.2. Compliance and Risk Committee (at least 3 members, chaired by the Chief Compliance Officer). Oversight of compliance with HO-159-N and CBA Regulations; risk management policy; AML/KYC;

11.1.3. Remuneration Committee (at least 3 members). Executive remuneration policy.

Article 12. Audit Commission (statutory auditors)

12.1. Control over the financial and economic activity of the Company is exercised by an Audit Commission of 3 (three) members elected by the General Meeting.

12.2. The Chair of the Audit Commission shall not be an employee of the Company or of any of its affiliates.

SECTION 4. FINANCIAL AND ECONOMIC ACTIVITY

Article 13. Assets and funds of the Company

13.1. The Company’s assets are formed from: 13.1.1. Contributions to the charter capital; 13.1.2. Operating revenue (issuance fees, custody fees, trading fees, advisory fees and other); 13.1.3. Borrowed funds; 13.1.4. Other sources not prohibited by law.

Article 14. Distribution of profit

14.1. Net profit is distributed by resolution of the General Meeting of Shareholders among: 14.1.1. The reserve fund (until it reaches 15% of charter capital); 14.1.2. Dividends to shareholders pro rata to their share in the charter capital; 14.1.3. Reinvestment in platform development; 14.1.4. The employee bonus fund.

14.2. The reserve fund is used to: 14.2.1. Cover the Company’s losses; 14.2.2. Maintain capital adequacy under CBA Reg. 7/02; 14.2.3. Reserve against bridge financing between Pool cycles.

Article 15. Accounting and reporting

15.1. The Company keeps accounting records under Armenian accounting standards and concurrently under International Financial Reporting Standards (IFRS).

15.2. The Company is audited annually by one of the Big 4 international audit firms (Deloitte, EY, KPMG, PwC) or by another recognised firm subject to CBA consent.

15.3. Reporting is disclosed: 15.3.1. To the CBA in the order set out in Regulations 7/01–7/05; 15.3.2. To token-holders (aggregate) on a quarterly basis; 15.3.3. Publicly — annual report.

SECTION 5. TERMINATION

Article 16. Reorganisation of the Company

16.1. The Company may be reorganised (merger, accession, division, spin-off, transformation) by resolution of the General Meeting of Shareholders in the order set out in applicable law.

16.2. Special condition: any reorganisation that would cause the Company to lose control over the IP contribution of Founder Kagirov A-Kh. A. requires the written consent of that Founder.

Article 17. Liquidation of the Company

17.1. Liquidation is carried out in the cases and in the order set out in the Law of the Republic of Armenia on Joint-Stock Companies and other applicable law.

17.2. Upon liquidation: 17.2.1. All obligations to token-holders are discharged on a priority basis; 17.2.2. The exclusive rights contributed by Founder Kagirov A-Kh. A. revert to him as the original rightsholder in the same form and scope (less the benefit attributable to the period of use); 17.2.3. The remaining property is distributed among the shareholders pro rata to their shares.

FINAL PROVISIONS

Article 18. Applicable law and dispute resolution

18.1. This Charter is governed by the law of the Republic of Armenia.

18.2. Disputes between shareholders of the Company shall be resolved: 18.2.1. First — through negotiation; 18.2.2. Failing that — in the courts of general jurisdiction of the Republic of Armenia; 18.2.3. By agreement of the parties — at the Armenian Arbitration Centre or at the International Court of Arbitration of the ICC (Paris).

Article 19. Amendments to the Charter

19.1. Amendments to this Charter are adopted by resolution of the General Meeting of Shareholders by a qualified majority (75% of the votes).

19.2. The special provisions concerning the IP contribution (Articles 5.4, 6.2, 16.2, 17.2.2) may be amended only with the written consent of Founder Kagirov A-Kh. A.

Article 20. Entry into force

20.1. This Charter enters into force upon the state registration of the Company in the order set out in the law of the Republic of Armenia.

Signatures of the Founders:

For Founder Kagirov A-Kh. A.:

Signature: _______________________ Kagirov Abdul-Khakim Akhmadovich Date: “” ______ 2026

For Founder — Armenian partner bank:

Signature: _______________________ Title: _____________________ Name: __________________________ Date: “” ______ 2026

© Kagirov Abdul-Khakim Akhmadovich, 2026. Document NK-LEGAL-D2-001/2026. 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.