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

DRAFT DECREE OF THE GOVERNMENT OF THE REPUBLIC OF ARMENIA

On the grant of a budgetary guarantee of the Ministry of Finance of the Republic of Armenia for the Senior tranche of the tokenized infrastructure bond of the “Noah’s Ark Platform” project

Document № NK-LEGAL-D3-001/2026 Preparation date: 1 May 2026 Submission addressees: Office of the Prime Minister of the Republic of Armenia · Ministry of Finance of the RA · Central Bank of the RA Applicable law: RA Law on the Budgetary System; RA Law on the Government; RA Law on the Central Bank of Armenia; RA Law on Crypto-Assets HO-159-N; RA Law on the Securities Market; annual RA State Budget Law

Project author and initiator: 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 (Aram Khachatryan, Concern Dialog + Bird & Bird), report Аудит_проекта_2026-05-11/AUDIT_4_Legal_Regulatory_Armenia.md, the format of the guarantee requires refinement:

A Government Decree on its own cannot grant a guarantee of €97 million in favour of a private issuer’s instrument. Under the current RA legal regime, granting a sovereign guarantee of that size requires one of the following:

1. An amendment to the annual State Budget Law of the Republic of Armenia adding a corresponding line in the “State Guarantees” section; or
2. Use of a partial-guarantee mechanism via international financial institutions (EBRD / MIGA — World Bank Group), where the RA Ministry of Finance acts as primary guarantor on a limited share (10–20% of the Senior tranche) and EBRD/MIGA as secondary guarantor on the remainder (see item L7 in D4 — Amendments pack).

This draft Government Decree is retained as a political support instrument (an expression of intent and executive backing of the project), but not as a standalone source of guarantee. Full legal implementation requires additional legislative action along one of the two routes above.

I. EXPLANATORY MEMO TO THE DRAFT DECREE

1.1 Grounds for adoption

The “Noah’s Ark Platform” project (the “Project”) is an institutional mechanism 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. The Project is built in full compliance with the existing RA crypto-asset legislation (RA Law HO-159-N of 29.05.2025, in force from 04.07.2025) and the CBA secondary legislation (Regulations 7/01, 7/02, 7/04, 7/05, in force from 31.01.2026).

The Project aims to raise up to €100 million in the first pilot cycle through the issuance of two token classes:

• Senior tranche (NK-SR) — a tokenized infrastructure bond of €70 million (70% of the pool), with a 5.5% coupon and 7-year maturity, governed by the RA Law on the Securities Market;
• Junior tranche (NK-JR-ART) — an asset-referenced token of €30 million (30% of the pool), governed by RA Law on Crypto-Assets HO-159-N.

The proceeds flow into a dedicated “Noah’s Ark” Fund under dual control of the Ministry of Finance of Armenia and an independent trustee, and finance national and social projects of the Republic of Armenia in accordance with the priorities approved by the National Assembly of Armenia.

1.2 The need for a budgetary guarantee

The Senior tranche (NK-SR) is aimed at conservative institutional investors: the Ministry of Finance of Armenia as the anchor buyer (up to 20% of the issuance), international financial institutions (EBRD, World Bank, IFC, Eurasian Development Bank — up to 40% in aggregate), and qualified members of the Armenian diaspora (up to 40%). These investor categories require a sovereign guarantee to participate in real-asset-backed issuances.

The collateral formed by the real-estate pool and the insurance products is the investor’s primary protection. The Ministry of Finance budgetary guarantee acts as additional collateral activated only on the simultaneous occurrence of several adverse events: Issuer default, insufficiency of insurance recovery, and material decline of the pool NAV.

1.3 Fiscal risks for the RA budget

Activation risk. The guarantee is activated only when all other sources of Senior repayment are insufficient. The estimated activation probability in normal market conditions is less than 2.5% (based on the analysis of similar projects: Israel Bonds, EIB Project Bonds, World Bank IBRD social bonds).

Maximum budget load. In the worst-case full activation, the load on the RA budget will not exceed €97 million (principal €70M + accrued coupons to activation date, ~€27M).

Offsetting effect. Even on full activation, the Republic of Armenia receives ownership of all built national-project objects financed from the Fund (worth no less than €92M), which in effect means infrastructure being financed at budget cost — normal public investment practice.

1.4 Positive effects for the Republic of Armenia

1. Up to €100M of private capital for national projects without an increase in external sovereign debt;
2. Acceleration of national projects by 5–7 years compared to the budget-financing scenario;
3. Engagement of the Armenian diaspora in investing in the Homeland via a legally clean, transparent instrument;
4. Demonstration of the workability of progressive RA crypto-asset legislation to the international investment community;
5. A foundation for scaling the model to a €1 billion+ pool in Phase 2 of the Project (with the CBA as counterparty);
6. Long-term strategic positioning of Armenia as a regional financial hub for such constructions.

II. DRAFT DECREE

GOVERNMENT OF THE REPUBLIC OF ARMENIA

DECREE

№ ___ -N of “” ______ 2026

On the grant of a budgetary guarantee of the Ministry of Finance of the Republic of Armenia for the Senior tranche of the tokenized infrastructure bond of the “Noah’s Ark Platform” project

In accordance with Article 16 of the Constitution of the Republic of Armenia, Articles ____________ of the Law of the Republic of Armenia “On the Budgetary System”, Article ___ of the Law “On the Government”, Article ___ of the Law “On the Central Bank of the Republic of Armenia”, with the aim of creating institutional conditions for off-budget financing of national and social projects of Armenia, attracting capital from the Armenian diaspora and international financial institutions, and accelerating the implementation of socio-economic development programmes, the Government of Armenia resolves:

1. GRANT OF THE GUARANTEE

1.1. To grant on behalf of the Republic of Armenia a budgetary guarantee of the Ministry of Finance (the “Guarantee”) for the Senior tranche of the tokenized infrastructure bond of the “Noah’s Ark Platform” project (the “Project”).

1.2. The beneficiaries of the Guarantee are bona fide purchasers of the Senior tranche, including without limitation: - the Ministry of Finance of the Republic of Armenia (as the anchor investor); - international financial institutions (EBRD, World Bank, IFC, Eurasian Development Bank); - qualified institutional and private investors from the Armenian diaspora; - other qualified investors under applicable law.

2. PARAMETERS OF THE GUARANTEE

2.1. Maximum aggregate amount of the Guarantee — equivalent to €97,000,000 (ninety-seven million euros), including: - €70,000,000 (seventy million) — principal; - up to €27,000,000 (twenty-seven million) — accrued coupon obligations over the full circulation period of the Senior tranche.

2.2. Term of the Guarantee — 7 (seven) years from the public placement date of the Senior tranche, with optional extension by separate Government decision.

2.3. Guarantee currency — euro (EUR), with optional discharge in Armenian dram at the CBA official exchange rate on the discharge date.

2.4. Activation conditions of the Guarantee:

2.4.1. The Guarantee is activated upon the simultaneous occurrence of the following conditions:

1. A documented Issuer default (JV “Noah’s Ark Platform”) on its obligations to Senior tranche holders;

2. Insufficiency of the Issuer’s own funds and the Fund’s funds to discharge the obligations in full;

3. Complete exhaustion of all insurance coverage (Construction Completion Insurance, Force-Majeure Insurance, Value Preservation Insurance);

4. Inability to satisfy claims through realisation of the collateral pool within a reasonable period (not more than 12 months).

2.4.2. Activation is effected upon the request of the independent trustee acting in the interests of Senior tranche holders, accompanied by full documentation evidencing compliance with conditions 2.4.1.

3. ISSUER OBLIGATIONS IN CONNECTION WITH THE GUARANTEE

3.1. The Project Issuer (CJSC “Noah’s Ark Platform”) shall:

3.1.1. Obtain and maintain valid Crypto-Asset Service Provider licences from the CBA Board in the relevant categories of HO-159-N Art. 16;

3.1.2. Obtain and maintain a valid securities-market professional licence for placement of the Senior tranche;

3.1.3. Maintain an aggregate minimum capital of no less than AMD 320,000,000 (three hundred and twenty million) under CBA Regulation 7/02;

3.1.4. Ensure operation of the collateral pool (the “Pool”) of no less than €100,000,000 for the full circulation period of the Senior tranche;

3.1.5. Provide and maintain the insurance programmes (Construction Completion Insurance, Force-Majeure Insurance, Value Preservation Insurance) for the full circulation period;

3.1.6. Conduct quarterly independent revaluation of the Pool under IFRS 13 by an independent appraiser licensed in the Republic of Armenia;

3.1.7. Disclose quarterly financial reporting to the Ministry of Finance of Armenia, the CBA, and the independent trustee;

3.1.8. Provide public access to information on the Pool composition, NAV, and the status of the financed national projects in real time via the distributed ledger;

3.1.9. Pay into the State Budget of the Republic of Armenia a fee for the Guarantee in an amount approved by a separate Government act (target value — no more than 0.25% per year of the guaranteed amount).

4. RESPONSIBILITIES AND POWERS OF STATE BODIES

4.1. The Ministry of Finance of the Republic of Armenia:

4.1.1. Effects formal documentation of the Guarantee in the prescribed manner within 60 (sixty) calendar days from the entry into force of this Decree;

4.1.2. Designates an authorised representative on the Board of Directors of the Issuer (as a non-voting observer) for oversight of the use of guaranteed funds;

4.1.3. Participates jointly with the independent trustee in oversight of the dedicated “Noah’s Ark” Fund;

4.1.4. Prepares an annual report to the Government on the state of the Guarantee, activation risks, and the Project status.

4.2. The Central Bank of the Republic of Armenia (within its competence):

4.2.1. Supervises the Issuer’s activity under RA Law HO-159-N and Regulations 7/01–7/05;

4.2.2. Supervises the placement of the Senior tranche under the RA Law on the Securities Market;

4.2.3. Coordinates with the Ministry of Finance the monitoring of Guarantee activation risks;

4.2.4. Receives access to the dedicated regulator node of the Platform’s distributed ledger for real-time oversight of the Pool composition and condition.

4.3. The Ministry of Economy of the Republic of Armenia assists in:

4.3.1. Coordinating the list of priority national and social projects to be financed from the “Noah’s Ark” Fund;

4.3.2. Promoting the Project in the international investment community and among the Armenian diaspora.

5. RESPONSIBLE USE OF THE FUND’S RESOURCES

5.1. The Fund’s resources are used exclusively to finance national and social projects of the Republic of Armenia, prioritised by the National Assembly of Armenia.

5.2. Disbursements from the Fund are made in tranches tied to confirmed construction milestones under independent auditor control, with reports published via the Platform’s distributed ledger.

5.3. The Fund’s resources shall not be used: 5.3.1. To finance current state-budget expenditures; 5.3.2. To refinance the external sovereign debt of the Republic of Armenia; 5.3.3. For purposes other than national or social projects.

6. EXECUTION CONTROL AND ACCOUNTABILITY

6.1. Control over the execution of this Decree is entrusted to the Office of the Prime Minister of the Republic of Armenia.

6.2. The Ministry of Finance and the Central Bank of the Republic of Armenia submit to the Government a joint annual report on the Project status, use of the Guarantee, and activation risks by 1 May of the year following the reporting one.

6.3. The Issuer submits to the Ministry of Finance and the CBA: - quarterly financial and operational reports; - annual audited statements; - immediate notifications of material events capable of triggering Guarantee activation.

7. ENTRY INTO FORCE

7.1. This Decree enters into force upon official publication.

7.2. The Guarantee comes into effect upon signature by the Ministry of Finance of the corresponding guarantee letter (agreement) following successful completion by the Issuer of all conditions set out in §3.1 of this Decree.

8. PUBLICATION

8.1. This Decree is subject to official publication in the manner prescribed by RA law.

Prime Minister of the Republic of Armenia: _______________________ Name

“” ______ 2026

III. SUMMARY TABLE OF FISCAL CONSEQUENCES

© Kagirov Abdul-Khakim Akhmadovich, 2026. Document NK-LEGAL-D3-001/2026. 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.