Guideline for private placements & loans

Description of Relevant Processes.

General Information

All terms used in these guidelines (the "Guidelines for Private Placements and Loans") have, unless defined otherwise in this document, the meaning given to them in the Platform Rules. Based on Art. 1 of the Platform Rules, the Operator issues these Guidelines, which define and describe the process of a private placement and a loan on the cosmofunding platform. Unless otherwise stated, the terms used in these Guidelines have the same meaning as in the Platform Rules. The public issuance of bonds does not fall within the scope of these Guidelines and is regulated separately.

Types of financing and contractual basis

Private placements

A private placement is a certificated, transferable debt security (security) with a unique identifier (ISIN and Valor). Issuers mandate ZKB for the placement, creation and administration of the security in its role as lead manager, underwriter and paying agent. A standardized underwriting and paying agent mandate agreement serves as the legal basis. Investors trade with ZKB as investors and are therefore not disclosed to the issuer. The terms and conditions of the investment are set out in the "Term Sheet with Conditions".

Loans

A loan is a bilateral contractual relationship mediated via the cosmofunding platform directly between the lender and the borrower (the loan agreement).

Both parties have the possibility to use their own loan agreement. The lender decides which loan agreement shall apply. cosmofunding generates a term sheet as a summary; the only legally binding document is the loan agreement.

Visibility of the investor in loans

In the case of loans, details of the lender (name) are already disclosed to the borrower at the time quotes are submitted. This is due to the nature of the bilateral contract.

Responsibilities

The lender and the borrower are exclusively responsible for the preparation, finalization and execution of the loan agreement.

Invoicing

The Operator invoices the capital taker for the costs incurred in connection with transactions. The invoice is automatically sent to the capital taker by e‑mail and is additionally available for download on the platform.

Types of request / offer types

The following types of tender procedures are available.

Auction procedure

In the auction procedure, the issuer launches an auction in order to receive offers over a defined subscription period. The issuer may only decide on an offer when the auction closes. The tender of a financing request in the auction procedure is non‑binding until the deal is accepted.

Investors submit binding quotes in response to a financing request. Based on the submitted quotes, the platform proposes possible deals to the issuer. Priority is given to quotes which (1) fully reach the desired volume, taking into account the minimum number of investors (if applicable), and (2) offer the lowest yield first. In the case of identical yields, the quote with the oldest time stamp is considered first.

After the subscription period ends, the platform proposes the possible deals (if any) to the issuer.

At the time of acceptance of the deal by the issuer, the reference interest rate is fixed. Thereafter, the allocation is carried out by the Operator. The issuer is automatically informed by e‑mail. Investors are automatically informed of the outcome of the auction by e‑mail ("deal won" or "deal lost").

Fixed‑price procedure

The issuer has a clear view regarding the interest rate and maturity of the financing and tenders these on a fixed basis. In the fixed‑price procedure, the issuer’s tender is considered binding once it has been submitted. As soon as the requested volume is reached at the fixed price (combination of two out of three parameters: coupon, yield, issue price), the deal is deemed accepted.

Validity of tenders and offers

The validity of the tender, and thus also of the quotes, applies until the defined time "Financing decision by (date and time)" or "Quote valid until (date and time)". Quotes can be entered up to the end of the auction, also referred to as the subscription deadline.

Normally, the issuer has up to 1.5 hours after the subscription deadline, and in any case at the latest until 17:00 UTC+01:00, to accept or reject a deal. In exceptional cases, the issuer may request an "Extended time period" from the Operator. The time period may be extended by a maximum of two consecutive business days (not over a weekend).

Interest rate fixing

At the time of acceptance of the deal, the reference interest rate (e.g. SARON for CHF) and all parameters depending on the reference interest rate are fixed.

Important: The reference interest rate (e.g. "SARON" for CHF) is subject to market fluctuations; the parameters depending on the reference interest rate remain variable until the fixing.

This is a translation of the original German document. This translation is provided for information purposes only. Only the German document is legally binding.

Last update: July 2026