Bond Terms and Conditions

These bond terms define the rights and obligations of the issuer and the bondholder, as well as more detailed information about the issuance of the bonds described below. The bonds are issued by SentiSnap s.r.o., registered office: Rybná 716/24, Staré Město, 110 00 Prague 1, ID No.: 21384053, registered with the Municipal Court in Prague under file number C 401168 (hereinafter the "Issuer") in accordance with Act No. 190/2004 Coll., on Bonds, as amended (hereinafter the "Bonds Act").

The bonds are issued for the purpose of company development and covering costs associated with business activities

The Issuer’s bonds may be publicly offered under the exemption provided in Section 34(4)(g) of the Capital Market Undertakings Act, where the provisions of the Act on Public Offering and the mandatory prospectus do not apply to securities (including Bonds) whose total consideration is less than or equal to EUR 1,000,000. This amount is calculated for securities offered in all EU member states over a 12-month period. Given that the bond issue volume amounts to CZK 22,000,000, the conditions for a public offering of bonds without the approval of the Czech National Bank (hereinafter the "CNB") are met.

Unless otherwise stated in these Bond Terms, words and expressions with capital letters have the meaning given in Article 1.

ISIN Identification Code
CZ0003574006

Arranger
TOMES & PARTNERS Ltd., 85 Great Portland Street, London, England, W1W 7LT, Company Number: 09057322. Correspondence address Czech Republic: TOMES & PARTNERS Ltd., Příčná 1892/4, 110 00 Prague 1, [email protected]

Collateral
No

Collateral Agent
Arranger

Nominal Value of the Bond
CZK 10,000 (ten thousand Czech crowns)

Form of the Bond
Order paper security

Type of the Bond
Physical paper securities

Issue Price
100% of the nominal value of the Bonds at the Issue Date

Minimum Investment
CZK 10,000 (ten thousand Czech crowns)

Issue Date
16/6/2025

Issue Period
From 16/6/2025 to 1/12/2025

Additional Issue Period
Applicable

Total Expected Issue Volume
CZK 22,000,000 (twenty-two million Czech crowns)

Bond Numbering
0001 to 2200

Yield
Fixed rate 8.1% p.a.

Final Maturity Date
16/6/2030

Coupon Maturity
Annually on 31/12/2025, 31/12/2026, 31/12/2027, 1/12/2028, 1/12/2029, 16/6/2030

Record Date for Fixed Yield Payment
On 31/12/2025, 31/12/2026, 31/12/2027, 31/12/2028, 31/12/2029, 1/6/2030

Record Date for Repayment of Nominal Value
On 1/6/2030

Early Maturity
Yes

Issue
Issue of fungible Bonds issued under these Bond Terms

Bonds
Individual bonds issued under the Issue

Administrator
Issuer of the Bonds

Designated Establishment
Issuer’s registered office

2.1. Form, type, nominal value of bonds
The Bonds are issued in the form and type specified in Article 1 of these Bond Terms. Each Bond has the nominal value specified in Article 1 of these Bond Terms. The Issuer is entitled to issue Bonds as collective certificates replacing individual Bonds. If Bonds are issued as collective certificates, their holder has the right to request the Issuer to replace the collective certificates with individual Bonds. The request must be delivered to the Issuer in writing. The Issuer is obliged to comply within 30 calendar days of receipt. The Issuer must notify the holder in writing to collect the Bonds. The Bonds will only be handed over against the return of the collective certificate. A delivery protocol will be drawn up for the handover and return.

2.2. Ownership of bonds
The owner of a Bond (the “Bondholder”) is the person recorded in the Bondholder Register kept by the Issuer (the “Register”). The Bondholder may be a natural or legal person. The Issuer may refuse a subscriber. Unless a legal regulation or a court decision delivered to the Issuer at the Designated Establishment provides otherwise, the Issuer will consider each Bondholder recorded in the Register as the rightful owner and make payments in accordance with these Bond Terms. Persons who become Bondholders but are not recorded in the Register must immediately notify the Issuer in writing of this fact and the title of acquisition.

2.3. Transfer of ownership rights to bonds
Ownership rights to a Bond are transferred in accordance with the Civil Code by endorsement and contract at the time of delivery. The notice of change of Bondholder must bear a notarized signature.

2.4. Other rights associated with bond ownership
The separation of the right to Yield is excluded. The Bonds do not carry any pre-emptive or exchange rights of Bondholders. Transferability of Bonds is not restricted.

2.5. Commitment to equal treatment
The Issuer undertakes to treat all Bondholders equally under the same conditions.

2.6. Rating
No rating of the Issuer or the Issue has been carried out as of the publication date of these Bond Terms.

2.7. Notification of changes
Changes concerning the Bondholder must be notified to the Issuer within 10 business days of their occurrence. The change must be reported in writing, exclusively on the Issuer’s form available at the Designated Establishment. Changes of contact details may be notified in writing or by email without notarization. Notifications of changes to the Bondholder’s bank account intended for Yield or nominal value payments must bear a notarized signature.

The Bonds constitute direct, general, unsecured, unconditional and unsubordinated obligations of the Issuer which rank and will rank pari passu in right of payment among themselves and equally with all other present and future obligations of the Issuer.

5.1. Yield, interest method, yield periods and payment of yield
The Yield is specified in Article 1 of these Bond Terms. The Yield will accrue from the Start Date of the first yield period (inclusive) until the first Due Date for yield payment following that date (inclusive), and thereafter from each Due Date (exclusive) until the next Due Date (inclusive) (the “Yield Period”). For the purposes of starting any Yield Period, the Due Date is not shifted in accordance with the Business Day convention set out in Section 7.2 of Article 7 of these Bond Terms. The Yield will be paid retroactively for the Yield Period, within 5 business days from the Due Date.

5.2. End of interest accrual
The Bonds will cease to accrue Yield on the Final Maturity Date or the Early Maturity Date of the Bonds, as defined in Article 8 and Section 11.14 of Article 11 of these Bond Terms, unless repayment of the amount due is unlawfully withheld or refused by the Issuer after fulfilling all conditions. In such case, Yield will continue to accrue under Section 5.1 until the date when all due amounts are paid to Bondholders in accordance with these Bond Terms.

5.3. Yield calculation convention
For the purposes of calculating Yield for a period shorter than one year, a year shall be deemed to have 360 (three hundred sixty) days divided into 12 (twelve) months of 30 (thirty) days, and in case of an incomplete month, the actual number of elapsed days shall be used (standard 30E/360).

5.4. Determination of yield
The amount of Yield attributable to one Bond for any period shorter than one Yield Period is determined as the product of the nominal value of such Bond, the Yield rate (expressed as a decimal), and the relevant fraction of days calculated according to the convention set out in Section 5.3. The total Yield amount from all Bonds of one Bondholder is rounded down to whole Czech crowns.

6.1. Bond maturity
If the Bonds are not redeemed and cancelled by the Issuer as provided in Article 6 of these Bond Terms, or if Article 8 is not exercised, the nominal value of the Bonds shall be repaid in a lump sum on the Final Maturity Date.

6.2. Redemption of bonds
The Issuer may redeem the Bonds at any time in accordance with Article 8 of these Bond Terms.

6.3. Cancellation of bonds
Bonds redeemed by the Issuer do not automatically expire, and it is at the Issuer’s discretion whether to hold them, resell them, or cancel them. In case the Issuer decides to cancel redeemed Bonds, the rights and obligations arising from such Bonds shall cease by merger of rights and obligations in one person.

6.4. Each monetary obligation of the Issuer from the Bonds shall be deemed fully discharged on the date when the relevant amounts of the Bonds’ nominal value and/or accrued Yield payable under these Bond Terms are transferred to Bondholders and debited from the Issuer’s bank account.

7.1. Currency
The Issuer undertakes to pay Yield and repay the nominal value of the Bonds exclusively in the currency in which the Bonds are issued. Payments will be made to Eligible Persons (as defined below) under the conditions set out in these Bond Terms and in accordance with applicable Czech tax, foreign exchange and other laws effective at the time of payment. If (a) the Czech crown, or any other legal currency replacing it, ceases to exist and is replaced by the euro, and (b) such replacement is not contrary to mandatory provisions of law, then (i) the denomination of the Bonds shall be converted to euros in accordance with applicable law, and (ii) all monetary obligations under the Bonds shall automatically and without further notice become payable in euros, using the official conversion rate established by law. Such replacement shall not affect the existence or enforceability of the Issuer’s obligations under the Bonds and shall not be deemed an amendment of these Bond Terms.

7.2. Payment dates
Payments of Yield and repayment of the nominal value of the Bonds shall be made on the dates specified in these Bond Terms (each such date also a “Payment Date”). If a Payment Date falls on a non-Business Day, the Issuer shall pay the amounts on the next Business Day without obligation to pay interest or other additional amounts for the delay. For the avoidance of doubt, shifting the Payment Date does not affect the Record Date. A “Business Day” means any day (other than Saturday and Sunday) on which banks in the Czech Republic are open and interbank payments in Czech crowns are settled.

7.3. Eligible persons for receipt of interest payments
Unless otherwise provided in these Bond Terms, eligible persons entitled to receive Yield are those recorded as Bondholders in the Register at the close of business on the Record Date for yield payment (each an “Eligible Person”).

7.4. Eligible persons for receipt of nominal value repayment
Unless otherwise provided in these Bond Terms, eligible persons entitled to repayment of the nominal value are those recorded as Bondholders in the Register at the close of business on the Record Date for repayment of the nominal value or on the Early Maturity Date (each an “Eligible Person”).

7.5. Execution of payments
The Issuer shall make payments to Eligible Persons by bank transfer to their account specified in the Subscription Agreement. Providing a bank account is a mandatory element of the Subscription Agreement. Foreign accounts must be provided in IBAN format. Any change of account must be delivered to the Issuer at the Designated Establishment no later than on the Record Date for payment. The instruction must be signed and notarized. Additional documents (such as commercial register extracts) may be required. The Issuer may also require apostille or official translation if documents are foreign. The Issuer shall not be liable for any damage caused by delays or errors in such instructions.

7.6. Timeliness of payments
The Issuer’s obligation to pay any due amount is deemed duly and timely discharged if (a) the amount is credited to the Eligible Person’s account as specified, and (b) it is debited from the Issuer’s bank account within 5 business days after the due date. If incorrect or missing payment details prevent payment, the obligation is still deemed discharged if the amount is debited from the Issuer’s account within 15 business days after receipt of correct details. In such case, no interest or additional compensation is payable for the delay. The Issuer is not liable for delays caused by incomplete or incorrect information provided by the Eligible Person or by circumstances beyond its control.

7.7. Change of payment method
The Issuer may decide to change the method of making payments. Such change must not prejudice Bondholders. Any such decision will be announced to Bondholders in the same manner as these Bond Terms were published.

8.1. Early redemption of bonds by issuer’s decision

8.1.1. Decision on early redemption by the issuer
The Issuer has the right to decide on the early redemption of the Bonds and repay the issued Bonds prior to the Final Maturity Date.

8.1.2. Maturity
The Issuer has the right to redeem the Bonds early on a date determined by it (such date, among other dates so designated in these Bond Terms, also the “Early Redemption Date”), subject to the condition that the decision on early redemption of the Bonds is announced by email or by registered letter to the address recorded in the Register of Bondholders at least 30 days prior to the Early Redemption Date. The notice of early redemption of the Bonds by the Issuer’s decision is irrevocable and obliges the Issuer to accept for early redemption all Bonds for which early redemption was requested. The Bondholder is obliged to provide the Issuer with all necessary cooperation in connection with such early redemption. All outstanding Bonds shall be redeemed by the Issuer at their Nominal Value together with accrued and unpaid proportional Yield upon their presentation by the Bondholders to the Issuer at the Designated Establishment. From the Early Redemption Date, the Bonds called for redemption by the Issuer shall no longer bear interest.

8.2. Bondholder’s request for redemption of bonds by the issuer

8.2.1. Bondholder’s request
A Bondholder has the right to request the Issuer to redeem the Bonds it owns. The Issuer is not obliged to comply with such request, nor to respond in writing to the Bondholder’s request.

Rights associated with the Bonds shall be time-barred after 10 (ten) years from the date on which they could first have been exercised.

10.1. Administrator and designated establishment
The administrator of the issue is the Issuer. The designated establishment is at the address set out in Article 1 of these Bond Terms.

10.2. Designated administrator, designated establishment
The Issuer reserves the right to appoint an Administrator at any time and to designate another or additional Establishment(s), or to appoint additional payment agents. The Issuer will make the notification of the appointment of an Administrator, a Designated Establishment, or additional payment agents available to Bondholders in the same manner as these Bond Terms were made available.

10.3. Legal relationship of the administrator to bondholders
When performing activities under any agreement concluded with the administrator, the Administrator acts as the Issuer’s representative. The Administrator does not guarantee or otherwise secure the Issuer’s obligations arising from the Bonds. When performing activities under the agreement, the Administrator is not in any legal relationship with the Bondholders or Eligible Persons, unless otherwise specified in the agreement or by law. This does not affect any legal relationships the Administrator may have with Bondholders or Eligible Persons under agreements other than the administration agreement.

11.1. Right to convene a bondholder meeting
The Issuer or a Bondholder may convene a meeting of Bondholders (the “Meeting”) if necessary to decide on common interests of Bondholders, in accordance with these Bond Terms. The costs of organizing and convening the Meeting are borne by the convener, unless otherwise provided by law. If the convener is a Bondholder, they must, within a reasonable time in advance and no later than 30 (thirty) calendar days before the intended Meeting, deliver to the Issuer by registered mail to the Designated Establishment a notice of the Meeting so that it may be published without undue delay (see Section 11.3 and publication rules under Article 12). In such case, the Issuer is not obliged to review the notice’s content and bears no responsibility for it. At the same time, a) the Bondholder must request from the Issuer a certificate of the number of Bonds entitling participation (extract from the Register), and b) where relevant, pay an advance for costs related to the Meeting. The Bondholder must also provide the agenda with proposed changes. The intended Meeting must be published at least twice in the daily Hospodářské noviny, covering at least one third of a page. Proper and timely delivery of the above documents and cost advance is a prerequisite for a valid Meeting.

11.3. Notice of Meeting
The notice of Meeting must be announced in the manner set out in Article 12 of these Bond Terms, at least 30 (thirty) calendar days before the Meeting. If the convener is a Bondholder, they must also deliver the notice to the Issuer within the same period. If the convener is the Issuer, it must send the invitation by email or by registered mail to the address of the Bondholder recorded in the Register, at least 30 (thirty) calendar days before the Meeting. The notice must include: a) company name, ID number and registered office of the Issuer; b) designation of the Bonds (at least name and Issue Date); c) place, date and time of the Meeting (place must be Prague, date must be a Business Day, and time between 10:00–16:00); d) agenda, including proposed changes and justification where relevant; e) Record Date for participation. The Meeting may only decide on matters listed in the notice. Matters not listed may only be decided if all Bondholders entitled to vote are present. If the reason for the Meeting ceases, it must be cancelled in the same way, at least 7 (seven) days before its date.

11.4. Eligible persons
Only the following may attend and vote at the Meeting: a) a Bondholder recorded in the Register 7 (seven) days before the Meeting (the “Record Date for Meeting”); or b) a proxy authorized by such Bondholder. Transfers of Bonds after the Record Date are disregarded.

11.5. Voting rights
Each Bondholder has votes proportional to the nominal value of Bonds owned relative to the total nominal value of all issued and outstanding Bonds on the Record Date. Bonds owned by the Issuer are disregarded. If the Meeting decides on the removal of a Common Representative (defined below), that person cannot exercise voting rights with Bonds it owns.

11.6. Participation of other persons, videoconference
The Issuer must attend the Meeting. Representatives of the Administrator, the Common Representative, and guests invited by the Issuer may also attend. Persons ensuring the conduct of the Meeting (e.g., chair, secretary, notary) also attend. The Issuer may set conditions for electronic participation (live audio/video or two-way communication). A Bondholder participating electronically is deemed present.

11.7. Quorum
The Meeting is quorate if Bondholders entitled to vote under Sections 11.4–11.6 hold more than 30% of the total nominal value of outstanding Bonds. Before the Meeting, the convener must state the number of Bonds entitled to participate and vote.

11.8. Chair of the Meeting
A Meeting convened by the Issuer is chaired by a person appointed by the Issuer. A Meeting convened by a Bondholder is chaired by a person elected by a simple majority of present Bondholders entitled to vote, until which the convener chairs.

11.9. Common Representative
The Meeting may elect a natural or legal person as a common representative by resolution (“Common Representative”). The Meeting may also dismiss the Common Representative in the same manner. The resolution specifies the extent of their powers on behalf of Bondholders.

11.10. Decisions of the Meeting
Resolutions require: a) for Material Changes or appointment/dismissal of a Common Representative, approval of at least 3/4 of votes of present Bondholders entitled to vote; b) for other resolutions, a simple majority.

11.11. Adjournment, substitute Meeting
If the Meeting is not quorate within one hour of scheduled start, it is dissolved. If convened for Bond Terms amendments and not quorate within one hour, it is dissolved. If necessary, a substitute Meeting must be convened within 6 weeks with the same agenda, and notice must be given within 15 days of the original Meeting.

11.12. Amendments to Bond Terms
For clarity, Meeting approval is not required: a) for amendments directly caused by legal changes; b) for amendments not affecting Bondholders’ status or interests; c) if all Bonds are owned by the Issuer. The Issuer must promptly make amended Bond Terms available to investors in the same way as these Bond Terms.

11.13. Consequence of voting against certain resolutions
If the Meeting approves Material Changes, any Bondholder entitled to vote who voted against or did not attend (“Applicant”) may, within 30 days of publication, demand repayment of nominal value plus accrued Yield. The request must be made in writing to the Issuer’s Designated Establishment. The amounts are due 30 days after receipt. Such redemption is treated under Article 8.

11.14. Resolution on early redemption at bondholder’s request
If the Meeting agenda includes matters in Sections 11.2 b)–e) and the Meeting does not approve them, it may resolve that if the Issuer acts contrary, it must redeem the Bonds early at the request of Bondholders (“Applicant”). The request must be in writing to the Issuer’s Designated Establishment. The amounts are due 30 days after receipt. Article 8 applies accordingly.

11.15. Requirements of the request
The Request must specify the number of Bonds to be redeemed. It must be in writing, signed by authorized persons, with notarized signatures. The Applicant must also deliver all documents required for payment under Article 7 within the same period.

11.16. Minutes of the Meeting
The convener must prepare minutes within 30 days, including resolutions adopted. If the convener is a Bondholder, minutes must also be delivered to the Issuer. Decisions required to be published must be provided in time to meet deadlines. The Issuer must keep minutes until limitation of rights. Bondholders may inspect minutes at the Designated Establishment. The Issuer must publish all decisions within 30 days in the manner set out in Article 12. If Material Changes were discussed, a notarial deed must be prepared, recording participants and votes.

Notices of Meetings and any other notices to Bondholders are valid if made in Czech and sent by registered mail to the address recorded in the Register. Information may also be provided electronically, e.g. by email to the address stated in the Subscription Agreement or Register. If mandatory legal provisions or these Bond Terms require another method of publication, the notice is valid when made in that way. If published in multiple ways, the date of first publication applies. These Bond Terms were made available free of charge to investors at the Issuer’s office on a medium allowing reproduction and storage in unchanged form until maturity of the Bonds.

13.1. Tax withholding
Repayment of nominal value and payment of Yield shall be made without withholding taxes or fees of any kind, unless required by applicable Czech law at the time of payment. If withholding is required, the Issuer is not obliged to pay any additional amounts to Bondholders as compensation.

13.2. Interest
Interest paid to a natural person resident in the Czech Republic is subject to 15% tax. Interest paid to a resident or to a non-resident with a permanent establishment in the Czech Republic is subject to personal income tax of 15% (as of 2021). If income exceeds 48 times the average wage, a solidarity surcharge of 7% applies. Interest paid to a legal entity resident in the Czech Republic, or to a non-resident with a permanent establishment in the Czech Republic, is included in the general corporate tax base and subject to corporate income tax at 19% (as of 2021).

13.3. Capital gains
Gains from the sale of Bonds realized by a natural person: a) resident in the Czech Republic, or b) non-resident with a permanent establishment in the Czech Republic, or c) non-resident receiving income from a Czech resident buyer or Czech permanent establishment of a non-resident buyer, are included in the general tax base and subject to 15% personal income tax (as of 2021). If income of a business individual exceeds 48 times the average wage, a solidarity surcharge of 7% applies. Gains from sale by legal entities resident in the Czech Republic, or non-residents with a permanent establishment in the Czech Republic, are subject to 19% corporate income tax (as of 2021). Sales by natural persons outside business may be tax-exempt if held at least 3 years (as of 2021).

13.4. Losses from sale
Losses from sale of Bonds by non-business natural persons are generally non-deductible, unless offset against taxable gains from sale of other securities in the same year, up to the amount of such gains. Losses from sale of Bonds by legal entities are generally deductible.

The Bond Terms and Conditions may be translated into other languages. In such case, if there is any discrepancy between different language versions, the Czech version shall prevail.

The rights and obligations arising from the Bonds shall be governed by and interpreted in accordance with the laws of the Czech Republic.