IDSX General Rules

1. Purpose

These General Rules establish the overarching framework for IDSX. They support a fair, orderly, transparent, supervised, resilient market for eligible persons, operated consistently with Applicable Law, and must be read with all other IDSX Rules, procedures, standards, notices and technical requirements.

2. Status of IDSX

IDSX is market infrastructure intended to facilitate admission, trading, transfer and administration of eligible securities and financial products, including Digital Securities. Services may include admission, issuance, secondary trading, matching, settlement, digital infrastructure, disclosure, surveillance, supervision, corporate actions, eligibility controls and related services, only as permitted by Applicable Law and required authorisations.

3. No Representation of Regulatory Status

These Rules do not represent that IDSX holds a licence, approval or regulatory status unless formally granted and publicly confirmed. Before regulated operations commence, Rules may be published for consultation, development, testing or demonstration.

4. Objectives of the Market

IDSX seeks to support capital formation, efficient trading, eligible SMEs and other Issuers, appropriate Digital Securities technology, investor rights, transparent price formation, market integrity, misconduct detection, reliable ownership records and efficient corporate and settlement processes.

5. Application of the Rules

Rules apply to persons and entities to the extent relevant to IDSX activities, including Issuers, Sponsors, Underwriters, Brokers, Trading Participants, Market Makers, Custodians, transfer agents, settlement and technology providers, investors, Digital Security administrators and other persons recognised by IDSX.

6. Acceptance of IDSX Rules

Applicants for admission, participation or recognition agree, as applicable, to comply with these Rules, specialist Rules, binding technical standards, procedures, market notices, directions issued under the Rules and Applicable Law.

7. Rulebook Structure

The Rulebook may include General, Listing, Trading, Market Conduct, Sponsor, Underwriter, Broker, Trading Participant, Market Maker, KYC/AML, Digital Securities, Investor Identity & Wallet Eligibility, Continuous Disclosure, Periodic Reporting, Corporate Actions, Shareholder Rights & Voting, surveillance, unusual trading, enforcement, fee and technical rules, standards and other IDSX requirements.

8. Relationship Between IDSX Rules

Specialist Rules apply in addition to these General Rules. Where Rules appear inconsistent, Applicable Law prevails; a specific Rule prevails for its subject; a later Rule may prevail where expressly stated; and IDSX may interpret Rules to resolve uncertainty.

9. Applicable Law

IDSX Rules do not override law, create exemptions, authorise prohibited conduct or remove an independent regulatory duty. Each Participant and Issuer must determine the laws applying to its activities.

10. Definitions

Unless context requires otherwise, capitalised terms throughout the Rulebook have the meanings in these General Rules or the applicable specialist Rules.

11. Applicable Law

Applicable Law means any applicable statute, regulation, rule, licence condition, regulatory requirement, court order, sanctions requirement or other legally binding obligation applying to the person, activity, security or transaction.

12. Exchange

Exchange means IDSX or IDSX.

13. Issuer

Issuer means a person or entity whose securities are admitted or proposed for admission to IDSX.

14. Security

Security includes any eligible financial product, equity, debt instrument, investment product or other instrument admitted to IDSX; where appropriate it includes Digital Securities.

15. Digital Security

Digital Security means a security represented, issued, recorded, transferred or administered using blockchain, distributed ledger technology or other approved digital infrastructure.

16. Investor

Investor means a person acquiring, holding, disposing of or otherwise having an economic or legal interest in a security.

17. Beneficial Owner

Beneficial Owner means the person who ultimately owns, controls or enjoys the economic benefit of a security or account, whether or not another person is registered as holder, nominee, Custodian or intermediary.

18. Participant

Participant means a person recognised, admitted or approved by IDSX for a designated market role, including Sponsors, Underwriters, Brokers, Trading Participants, Market Makers, Custodians and other recognised intermediaries.

19. Sponsor

A Sponsor is approved by IDSX to conduct admission due diligence, advise Issuers on IDSX requirements and perform Sponsor Rules functions.

20. Underwriter

An Underwriter is approved by IDSX to underwrite, place, bookbuild or distribute securities under the Underwriter Rules.

21. Broker

A Broker is approved by IDSX to provide Client-facing services for IDSX securities under the Broker Rules.

22. Trading Participant

A Trading Participant is authorised by IDSX to submit orders directly to the trading system.

23. Market Maker

A Market Maker is approved to quote or provide liquidity in specified securities subject to its obligations.

24. Custodian

A Custodian holds or administers securities or related assets for another person.

25. Registered Holder

Registered Holder means the person appearing as legal holder in the authoritative securities register, where applicable.

26. Client

Client means a person receiving services from a Broker, Trading Participant, Custodian or other Participant.

27. Wallet

Wallet means a blockchain or digital-ledger address, account or technical mechanism used to hold, control or transfer Digital Securities or related digital assets.

28. Approved Wallet

Approved Wallet means a wallet approved under the Investor Identity & Wallet Eligibility Rules.

29. Material Information

Material Information has the meaning in the Continuous Disclosure Rules and generally is information a reasonable investor would consider important or that could materially affect a security’s price or value.

30. Business Day

Business Day means a day IDSX recognises for relevant market activity. IDSX may publish a calendar of business days and market holidays.

31. Market Principles

Market persons must act consistently with market integrity, fair dealing, honesty, accurate disclosure, proper handling of Client interests, reliable records, appropriate risk management and cooperation with supervision.

32. Fair, Orderly and Transparent Market

IDSX will seek, so far as reasonably practicable, a fair, orderly and transparent market, and may act to preserve trading order, integrity, information equality, operational safety, settlement and proper market operation or address suspected misconduct.

33. Market Integrity

No person may knowingly create a false or misleading market, manipulate prices, create artificial volume, misuse confidential information, interfere with systems, evade investor restrictions or materially undermine integrity. Market Conduct Rules provide detail.

34. Eligibility for Admission

A security may be admitted only if the Issuer satisfies Listing Rules, provides required disclosure, appoints required advisers, meets technical requirements, defines legal rights sufficiently and receives IDSX approval.

35. Admission Does Not Constitute Investment Approval

Admission is not a recommendation or IDSX endorsement and does not guarantee Issuer solvency, profitability, liquidity or future price.

36. Issuer Responsibility

The Issuer remains responsible for security legality, accurate disclosure, law, financial reporting, governance, investor rights, corporate actions, Digital Security integrity and ongoing compliance.

37. Participant Eligibility

Participants must meet role requirements. IDSX may consider legal and regulatory status, resources, competence, systems, governance, compliance, cybersecurity, reputation, fitness and propriety.

38. Separate Roles

Approval for one role does not approve another: a Sponsor is not automatically a Broker; a Broker is not automatically a Trading Participant; an Underwriter is not automatically a Market Maker; and a Market Maker is not automatically a Custodian. Multiple roles require separate approval.

39. Conflicts Arising from Multiple Roles

Multi-role persons must identify and manage conflicts. IDSX may impose conditions, information barriers, disclosures, role restrictions or separate personnel or systems.

40. Overseas Participants

IDSX may admit overseas Participants. They must be legally permitted to act, follow IDSX Rules, maintain required permissions, provide requested information and meet IDSX conditions.

41. Overseas Issuers

Overseas Issuers must identify incorporation jurisdiction, governing corporate law, security character and rights, authoritative ownership records, securities restrictions and other information IDSX requires.

42. Digital Securities

IDSX may admit digitally represented securities. Digital representation alone does not change a security’s legal nature.

43. Legal Rights Prevail

Digital infrastructure must implement legally valid rights. Smart-contract code does not override law, court orders, enforceable ownership rights or IDSX Rules.

44. Authoritative Ownership Record

The Issuer must identify the authoritative ownership record, which may be a statutory or securities register, transfer-agent or nominee register, approved blockchain ledger or other legally recognised record.

45. Blockchain Records

Where blockchain data is not authoritative, it must be appropriately reconciled with the authoritative record.

46. Investor Identity

IDSX may require investor identification before acquiring, holding or receiving securities. KYC/AML Requirements and Investor Identity & Wallet Eligibility Rules govern identity and eligibility.

47. Wallet Eligibility

A wallet address alone does not establish investor identity, beneficial or legal ownership, or eligibility to hold a Digital Security.

48. Transfer Restrictions

Transfers may be restricted by KYC, jurisdiction, investor classification, sanctions, ownership limits, lock-ups, offering limits or other law.

49. No Right to Unrestricted Blockchain Transfer

Holders need not be permitted to transfer to any blockchain address; Digital Securities may be limited to Approved Wallets and eligible recipients.

50. Trading Access

Direct trading-system access is limited to authorised persons under Trading Participant Rules or IDSX-approved arrangements. Brokers may route Client orders through an approved Trading Participant without direct access.

51. Orders

Orders must comply with Trading Rules, technical requirements, Client authority, security restrictions and Applicable Law.

52. Trade Matching

IDSX may operate central limit order books, auctions, RFQ systems, negotiated facilities, periodic matching or other approved mechanisms.

53. Trading Hours

IDSX may set market or security trading hours; products may follow different schedules.

54. Continuous or Extended Trading

Extended-hours or continuous trading remains subject to market conduct, surveillance and disclosure requirements.

55. Trading Halts

IDSX may halt or suspend trading to maintain order, disseminate Material Information, investigate unusual activity, address operational or settlement risk, implement corporate actions, meet legal requirements or protect integrity.

56. Suspension of a Security

IDSX may suspend where disclosure or periodic reporting is materially deficient, integrity concerns are serious, digital infrastructure is compromised, legal validity is uncertain, settlement is unreliable or suspension is otherwise reasonably necessary.

57. Cancellation of Trades

IDSX may cancel, correct or adjust transactions as Trading Rules permit, including for manifest error, technical malfunction, unauthorised trading, system failure, invalid security status or other specified circumstances.

58. Settlement

Transactions settle through IDSX-approved or recognised arrangements, including traditional infrastructure, Custodians, on-chain settlement, DvP, approved digital assets or other approved methods.

59. Settlement Finality

The settlement framework must define finality. Blockchain confirmation alone does not necessarily determine legal finality.

60. Client Assets

Participants may hold or control Client Money or Assets only when legally authorised and under applicable IDSX Rules.

61. Custody

Custody must provide appropriate ownership records, required segregation, security, reconciliation, recovery, access and beneficial-ownership controls.

62. Market Disclosure

IDSX may operate a central disclosure system. Material disclosures must follow Continuous Disclosure Rules.

63. Periodic Reporting

Issuers must provide periodic financial and operational information under Periodic Reporting Rules.

64. Corporate Actions

Corporate actions affecting IDSX securities must follow Corporate Actions Rules.

65. Shareholder Rights

Tokenisation or digital infrastructure alone must not reduce shareholder rights. Shareholder Rights & Voting Rules govern them.

66. Market Surveillance

IDSX may monitor orders, trades, accounts, beneficial ownership, Participants, wallets, blockchain and settlement activity, and other relevant activity.

67. Surveillance Data

Participants must provide reasonably required supervisory data, including Client IDs, beneficial ownership, orders, trades, wallets, settlement and relevant records.

68. Unusual Trading

IDSX may investigate unusual trading without presuming a breach. Alerts require assessment and do not establish misconduct.

69. Investigation Powers

IDSX may investigate suspected breaches and require relevant information, documents, account and Client records, beneficial ownership and wallet data, communications, system records and other relevant material.

70. Duty to Cooperate

Issuers and Participants must cooperate with reasonable enquiries and investigations. No person may knowingly give false information, conceal material information, destroy or alter records, obstruct or improperly delay a response.

71. Market Conduct

Market Conduct Rules detail prohibitions on manipulation, insider trading, wash trading, spoofing, layering, front-running and other abusive activity.

72. AML and Financial Crime

Participants must comply with applicable AML/CFT, sanctions and financial-crime duties. KYC/AML Requirements set minimum market standards.

73. Cybersecurity

Issuers and Participants must maintain risk-appropriate cybersecurity controls and report material IDSX incidents when required.

74. Technology Risk

Technology providers and Participants remain responsible for risks in trading systems, APIs, wallets and keys, blockchains, smart contracts, custody, settlement and related technology.

75. Business Continuity

Issuers and Participants responsible for critical functions must maintain reasonable continuity and disaster-recovery arrangements.

76. IDSX Systems

IDSX may set technical specifications for trading, order entry, market data, disclosure, settlement, wallets, compliance APIs and other systems.

77. System Access

Protect credentials, API keys and privileged access. A Participant is responsible for activity using its credentials, subject to law and IDSX procedures.

78. System Testing

IDSX may require technical tests or certification before production connectivity.

79. System Changes

IDSX may reasonably modify systems and, where practicable, communicate material changes in advance.

80. Market Data

IDSX may produce, distribute or license market data subject to licence, fee, redistribution, technical and legal requirements.

81. Accuracy of Market Data

IDSX seeks reliable data but does not guarantee uninterrupted, error-free or complete data or suitability for every purpose. Material errors will be addressed under applicable procedures.

82. Confidential Information

Issuers and Participants must protect confidential IDSX information and not misuse it for trading or other improper purposes.

83. IDSX Confidential Information

Surveillance methods, investigations, alert thresholds, cybersecurity controls, confidential regulatory communications and sensitive infrastructure information may be withheld from public disclosure.

84. Privacy

Handle personal information under Applicable Law. IDSX may process identity, account, wallet and transaction data as needed for legitimate market, compliance and regulatory purposes.

85. Data Minimisation

Avoid unnecessary personal information on public blockchain infrastructure.

86. Records

Issuers and Participants must keep records required by law and IDSX Rules, sufficiently complete to reconstruct relevant activity.

87. Record Availability

Required records must be retrievable and provided to IDSX without undue delay when properly requested.

88. Notifications to IDSX

Notify IDSX of material events required by specialist Rules, including regulatory or licence action, insolvency, cyber incidents, financial distress, system failures, serious breaches, control changes and Digital Security incidents.

89. IDSX Directions

IDSX may issue reasonable directions to maintain order, implement Rules, address operational risk or misconduct, protect integrity, address technology incidents or comply with law.

90. Conditions

IDSX may condition Issuer admission, Participant approval, continued listing, trading access, Market Maker status, Digital Security infrastructure, wallet eligibility or other permissions.

91. Waivers

IDSX may waive or modify Rules where law permits, market integrity is maintained, investor protection is not materially compromised and an appropriate basis exists.

92. Conditional Waivers

A waiver may have conditions; breach may lead to its withdrawal.

93. No Automatic Precedent

A waiver in one case does not automatically set a precedent for another.

94. Interpretation by IDSX

IDSX may issue interpretations, guidance, practice notes and technical standards explaining how it administers its Rules.

95. Substance Over Form

IDSX may assess the substance and purpose of arrangements rather than only their legal or technical form.

96. Circumvention

No person may primarily structure a transaction, account, wallet, corporate arrangement or technical process to circumvent IDSX Rules.

97. Proportionality

IDSX may supervise proportionately by size, complexity, risk, investor profile, security, market impact and business model. This does not reduce core standards of honesty, disclosure, integrity or legal compliance.

98. Conflicts of Interest

IDSX, Issuers and Participants must maintain appropriate arrangements to identify and manage material conflicts.

99. IDSX Commercial Conflicts

IDSX will maintain arrangements designed to manage conflicts between commercial interests and its fair, orderly and transparent market responsibilities.

100. Fees

IDSX may charge published application, listing, annual, transaction, Participant, technology, data and other fees.

101. Participant Commercial Fees

Commercial fees charged by Sponsors, Underwriters, Brokers, Market Makers, Custodians and other Participants are separate from IDSX fees unless stated otherwise.

102. Taxes

Each person determines its own tax obligations. IDSX does not provide individual tax advice.

103. No Guarantee of Liquidity

Admission does not guarantee continuous trading, Market Maker support, minimum volume, narrow spreads or immediate saleability.

104. No Guarantee of Technology Availability

IDSX does not guarantee uninterrupted blockchain, wallet, smart-contract, external-provider, telecommunications or third-party settlement availability.

105. No Investment Advice

Unless expressly authorised and lawful, IDSX gives no personal financial advice or investment recommendation. Admission and publication are not advice.

106. Investor Responsibility

Investors assess investment, Issuer, liquidity, technology and jurisdictional risk, tax consequences and suitability for their circumstances.

107. Suspension of Participant

IDSX may suspend or restrict a Participant if eligibility or permissions lapse, serious misconduct is suspected, risk is material, it fails to cooperate or protection of the market reasonably requires it.

108. Participant Restrictions

Restrictions may limit Client onboarding, trading, underwriting, Sponsor mandates, Market Maker activity, wallet transfers, system access or other activity.

109. Termination of Participant Status

IDSX may terminate status for serious or repeated breaches, loss of eligibility or authorisation, insolvency, failure to remediate or unsuitability.

110. Issuer Suspension and Delisting

IDSX may suspend or delist if admission standards cease to be met, disclosure or reporting materially fails, legal validity is uncertain, rights cannot be administered, infrastructure is compromised or admission undermines integrity.

111. Enforcement

Breaches may result in action under Enforcement Rules, including warnings, correction, supervision, conditions, restrictions, suspension, termination, delisting or referral.

112. Interim Measures

Before final determination IDSX may impose reasonable interim measures to protect investors, integrity, assets, evidence, systems or orderly trading.

113. Regulatory Cooperation

Where law requires or permits, IDSX may cooperate with the FMA, other regulators, law enforcement, courts, sanctions authorities, overseas regulators, recognised market operators and competent authorities.

114. Regulatory Notifications

IDSX may report suspected contraventions, disciplinary action or other matters to competent authorities when law requires.

115. Information Sharing

Where lawful, information may be shared for surveillance, enforcement, investor protection, AML/CFT, sanctions, fraud prevention, cybersecurity, ownership verification and regulatory cooperation.

116. Emergency Powers

In exceptional circumstances IDSX may halt the market, suspend a security, cancel orders, suspend transfers or settlement, restrict wallets or Participant access, migrate technology or take other reasonable measures to preserve integrity.

117. Emergency Circumstances

Emergencies may include major technology or cyber incidents, blockchain failure, settlement disruption, disaster, disorder, regulatory order, significant fraud, Digital Security exploit or another material operational event.

118. Force Majeure and External Events

IDSX may modify normal operations when external events materially prevent them. This does not remove pre-existing obligations unless IDSX determines otherwise.

119. Rule Amendments

IDSX may amend Rules for legal or regulatory requirements, market or security developments, technology, operational experience, integrity concerns or international practice.

120. Regulatory Approval of Rule Changes

Where law requires approval, notification or consultation, a Rule or amendment takes effect only in accordance with that requirement.

121. Effective Date of Amendments

IDSX will publish the effective date of material amendments and, where practicable, give advance notice.

122. Transitional Arrangements

IDSX may establish transitional arrangements to allow Issuers or Participants to implement new requirements.

123. Market Notices

IDSX may publish notices about Rules, operations, hours, holidays, technical standards, corporate actions, incidents, Participant status and other market matters.

124. Electronic Communications

IDSX may communicate electronically by email, market or Participant portals, APIs, website or other approved methods.

125. Notices to IDSX

Notices required by IDSX Rules must use the method specified by IDSX.

126. Language

IDSX may specify languages for Rules, disclosures and notices and designate the prevailing version where translations are published.

127. Time

Unless otherwise specified, times use the time zone IDSX designates for the relevant market.

128. Calculation of Time Periods

For periods stated in Business Days, exclude non-Business Days unless otherwise stated.

129. Severability

If a provision is invalid, unlawful or unenforceable, the remainder continues to apply to the extent lawful.

130. No Waiver by Delay

IDSX’s delay in enforcing a Rule does not permanently waive it.

131. Continuing Obligations

Suspension, resignation, termination or delisting does not end duties concerning prior transactions, investigations, records, settlement, Client assets, investor rights, regulatory cooperation or earlier matters.

132. Governing Framework

IDSX Rules are subject to the legal framework for the Exchange and market. Governing jurisdiction may vary with Issuer, Participant and investor location, security law, agreements and Applicable Law.

133. Technology Does Not Determine Jurisdiction

Validator, node, cloud, server or provider location alone does not determine the jurisdiction governing a Digital Security or transaction.

134. Interpretation Consistent with Market Integrity

Where reasonably possible, interpret Rules consistently with fair, orderly and transparent markets, investor protection, reliable ownership, effective disclosure and appropriate technology.

135. Effective Date

These General Rules take effect on the date determined and published by IDSX.

IDSX General Rules — Version 2.0