IDSX Jurisdiction Admission Rules

1. Purpose

These Rules establish the jurisdictional admission requirements applicable to Issuers seeking to admit Securities to IDSX.

An Issuer may not proceed to full listing admission unless IDSX is satisfied that:

• the Issuer is lawfully established in its jurisdiction of incorporation;
• the Securities are legally valid under the law governing the Issuer and the Securities;
• the proposed admission is not prohibited by applicable law;
• required overseas listing, offering, filing, notification or regulatory approval requirements have been identified and satisfied;
• investors acquiring Securities through IDSX can obtain legally enforceable rights;
• the proposed securities registration arrangement is legally effective;
• IDSX digital securities infrastructure does not create ownership records conflicting with applicable law;
• transfers through IDSX can result in legally effective ownership changes; and
• shareholder rights and corporate actions can be recognised and administered.

Jurisdictional admission is a preliminary condition to listing admission.

2. Scope

These Rules apply to:

• Issuers incorporated outside New Zealand;
• New Zealand Issuers whose Securities are governed by foreign law;
• Issuers using foreign registrars, central securities depositories (CSDs) or other foreign securities infrastructure;
• Securities whose legal ownership, transfer or registration is governed wholly or partly by another jurisdiction’s law; and
• any other Issuer or Security IDSX determines requires jurisdictional assessment.

IDSX may also apply these Rules to a New Zealand Issuer where the proposed structure raises material cross-border legal issues.

3. Jurisdictional Admission as a Precondition

An Issuer must not proceed to full admission unless IDSX determines that its jurisdiction and proposed securities structure are capable of satisfying these Rules.

Jurisdictional admission is separate from Issuer eligibility, Security eligibility, disclosure review, Sponsor due diligence, underwriting, market making, technical onboarding and final listing approval. A jurisdictional determination does not guarantee listing approval.

4. Fundamental Direct Digital Equity Principle

No Security may be admitted as Direct Digital Equity unless IDSX is satisfied that an investor acquiring it through IDSX obtains legally enforceable equity ownership under the law governing the Issuer and the Security.

A digital record, token or blockchain entry must not be represented as direct equity ownership where the investor obtains only contractual, synthetic, price or derivative exposure; a debt or intermediary claim; a beneficial interest materially different from the disclosed equity interest; or another right that is not the equity ownership represented to investors.

IDSX may permit other financial products under separate rules, but they must not be described as Direct Digital Equity unless this Rule is satisfied.

5. Home-Jurisdiction Legality

The Issuer must demonstrate that its proposed admission is legally permissible under the laws applicable to it. IDSX must consider whether the transaction may constitute:

• an overseas listing;
• an overseas public offering;
• a domestic public offering;
• an invitation to the public;
• a private placement;
• an overseas secondary market admission;
• a transfer of unlisted securities;
• a regulated securities distribution; or
• another activity subject to regulatory control.

Where applicable, the Issuer must complete all required regulatory approvals, notifications, registrations, filings, prospectus procedures, exemptions, governmental consents and corporate approvals.

6. Corporate Capacity

The Sponsor must confirm that the Issuer:

• is validly incorporated and continues to legally exist;
• has capacity to issue and transfer the Securities and authority to seek IDSX admission;
• has obtained all necessary board and shareholder approvals;
• may lawfully appoint each proposed registrar, transfer agent or securities service provider;
• may lawfully maintain or participate in the proposed securities registration structure; and
• is not subject to a restriction materially preventing the proposed IDSX structure.

7. Constitutional Documents

The Sponsor must review relevant constitutional and corporate documents, including the constitution, articles, memorandum, bylaws, shareholders’ and investment agreements, subscription agreements, class-rights documents, financing agreements and other documents affecting ownership or transfer.

The Sponsor must identify any provision inconsistent with IDSX admission, foreign investor ownership, Digital Securities, electronic registration, an external registrar, transfer through IDSX, DLT, IDSX corporate actions or the proposed settlement structure. Any material inconsistency must be resolved before full admission.

8. Legal Nature of the Securities

IDSX must be satisfied that the legal nature of each Security is clearly established. The Issuer and Sponsor must identify its class, issued capital, number outstanding, voting, dividend and liquidation rights, transfer, conversion, redemption and pre-emptive rights, class-specific rights, ownership restrictions and other material rights or obligations.

The economic description of a Security must not conflict with its legal character.

9. Official Securities Register

Each Issuer must establish an Official Securities Register Arrangement acceptable to IDSX. The Official Securities Register is the legally recognised record, or combination of records, that determines or evidences ownership under applicable law.

The Sponsor must determine whether a members’, share or equivalent register is required; who may maintain it; whether an external registrar may be appointed and whether it requires a licence, approval or qualification; any location requirement; whether the register may be electronic or maintained abroad; whether branch registers or sub-registers are permitted; whether a CSD is required; whether DLT may form part of the legally recognised arrangement; and which record has legal priority if records conflict.

10. Permitted Registry Models

IDSX may approve one or more of the following structures.

11. No Conflicting Ownership Records

An Issuer must not maintain, permit or recognise an ownership record conflicting with the Official Securities Register for Securities admitted to IDSX. It must ensure legally effective ownership changes are reflected in the proper register; IDSX records are reconciled with the legally recognised record; no parallel ledger undermines IDSX investor rights; Securities are not recognised as belonging to another holder without lawful authority; and discrepancies are treated as material registry incidents.

12. IDSX Digital Record

For each Security IDSX must determine whether its digital record is the Official Securities Register, part of it, a legally recognised sub-register, a technological representation of a separate legal register, a settlement or investor-entitlement record, or another type of digital record. Its legal status must be documented before admission.

13. Investor Identity and Wallet Mapping

Where Digital Securities are recorded through wallets, IDSX must maintain or require a legally effective relationship between the verified investor, IDSX investor account, approved wallet, digital Security balance and corresponding legally recognised securities interest. A wallet address alone is not sufficient evidence of legal identity where law requires the holder to be identified.

14. Transfer of Legal Ownership

For each jurisdiction and Security, IDSX must determine when legal ownership passes. Relevant events may include execution of a transfer instrument; registration in a share register or CSD; completion of settlement or a DLT transfer; receipt of payment or delivery; registrar confirmation; Issuer approval; or another legally recognised event. The applicable event must be identified before admission.

15. Trading Finality

Trading Finality is the point at which a trade executed through IDSX becomes binding under IDSX Rules. It does not necessarily mean legal title has transferred.

16. Settlement Finality

Settlement Finality is the point at which obligations arising from a trade become irrevocably completed. It may or may not coincide with transfer of legal ownership.

17. Legal Title Finality

Legal Title Finality is the point at which ownership legally passes under the law governing the Security. If Trading Finality, Settlement Finality and Legal Title Finality do not occur together, IDSX must clearly identify their sequence and legal consequences.

18. Shareholder Rights

IDSX must be satisfied that investors acquiring genuine equity Securities can obtain their attached rights, which may include voting, dividends, liquidation distributions, rights and bonus issues, pre-emption, conversion, information, participation in takeovers, mergers and other corporate actions, and transfer or disposal.

Any limitation must arise from the legal terms of the Security and be clearly disclosed. A right must not be withheld solely because a Security is digitally represented unless applicable law permits this and it is properly disclosed.

19. Foreign Ownership Restrictions

The Sponsor must identify all restrictions applying to foreign investors, including foreign ownership caps; national security or industry restrictions; citizenship or residency requirements; beneficial ownership thresholds; reporting and government approval requirements; and restrictions on investor classes. IDSX may use automated or manual controls to prevent prohibited transfers.

20. Investor Distribution Restrictions

Jurisdictional admission does not mean Securities may be offered or sold to investors in every jurisdiction. IDSX must distinguish **Issuer Jurisdiction Eligibility** (whether a company from a jurisdiction may admit Securities to IDSX) from **Investor Distribution Eligibility** (whether Securities may be offered, sold or transferred to investors in a jurisdiction). IDSX may restrict access based on investor location, status or eligibility.

21. Corporate Actions

The proposed registry must support applicable cash and share dividends, voting and proxy voting, annual and special meetings, rights and bonus issues, splits and consolidations, mergers, takeovers, tender offers, redemptions, conversions, capital reductions, delisting, compulsory acquisition and liquidation distributions.

22. Dividend Arrangements

The Sponsor must identify who is legally entitled to dividends; how record dates are established; withholding tax; foreign-exchange and cross-border payment restrictions; payment-agent requirements; and restrictions on digital payment methods. A payment that is not legally a dividend must not be described as one.

23. Voting Arrangements

Where Securities carry voting rights, the Issuer must enable legally entitled holders to exercise them. IDSX must determine voting entitlement, record dates, beneficial-owner voting, recognition of electronic voting, transmission of instructions and reconciliation of results.

24. Court Orders and Mandatory Transfers

The proposed securities infrastructure must be capable of implementing lawful instructions for freezing, compulsory transfer, court orders, enforcement, seizure, succession, insolvency, register rectification and other mandatory legal actions.

25. Lost Keys and Wallet Recovery

Loss of a private key must not automatically cause permanent loss of legal ownership of a genuine equity Security. IDSX must maintain or require procedures that may include investor identity and ownership verification; freezing a compromised wallet; invalidating or immobilising the affected digital record; registering a replacement wallet; and restoring the investor’s digital Security balance.

26. Insolvency Protection

IDSX must consider treatment of Securities if IDSX, an affiliate, Broker, registrar, custodian, nominee, depositary, Sponsor, technology provider or other intermediary becomes insolvent. A genuine equity Security should not become an intermediary’s unsecured asset merely because digital infrastructure is used.

27. Sponsor Responsibilities

The Sponsor must assist IDSX to establish compliance by conducting jurisdictional due diligence; verifying legal status; reviewing constitutional documents; identifying the Securities’ legal nature and foreign ownership restrictions; identifying overseas listing and offering requirements; reviewing the registration structure and registrar/CSD requirements; coordinating local advice; disclosing material legal uncertainty; verifying legal recognition of shareholder rights; and confirming the IDSX structure does not create an unrecognised or synthetic ownership arrangement.

The Sponsor need not act as registrar unless separately appointed and legally qualified.

28. Local Legal Opinion

IDSX will ordinarily require an opinion from appropriately qualified counsel in the Issuer’s home jurisdiction, but may waive or modify this requirement if the legal position is sufficiently clear.

The opinion may address incorporation and corporate capacity; valid issuance and attached rights; legality of IDSX admission; overseas listing, public offering and filing requirements; foreign ownership restrictions; status of the Official Securities Register and eligibility of the registrar; recognition of electronic and DLT records; transfer mechanics and when ownership passes; shareholder rights; nominee or depositary arrangements; insolvency; corporate actions; and other material matters IDSX requests.

29. Jurisdiction Classification

IDSX may classify a jurisdiction as:

• **Approved** — a generally acceptable legal structure has been established; each Issuer still requires approval.
• **Conditional** — Issuers may be considered subject to conditions such as local legal advice, regulatory approval, local registrar or CSD, investor restrictions, constitutional amendments or additional disclosure.
• **Restricted** — normally considered only exceptionally or case by case.
• **Not Approved** — IDSX does not currently accept Issuers from that jurisdiction.
• **Not Yet Assessed** — IDSX has not completed an assessment; this does not mean the jurisdiction is prohibited.

30. Preliminary Jurisdiction Review

An Issuer may request preliminary review before appointing a Sponsor or beginning a full application. IDSX may consider place of incorporation, company type, proposed Security, existing public listing, foreign ownership restrictions, registry model and investor base.

IDSX may issue a non-binding preliminary determination of **Potentially Eligible**, **Additional Information Required** or **Not Suitable for Further Review**.

31. Full Jurisdiction Review

After preliminary review, IDSX may require a Sponsor, local counsel, corporate and registry documents, regulatory correspondence, legal opinions and further information. IDSX may determine the structure is **Approved**, **Approved Subject to Conditions**, **Further Review Required** or **Not Eligible**.

32. Jurisdiction Admission Checklist

IDSX may maintain an operational checklist addressing:

• **Corporate law:** external registrar, electronic shareholder register, overseas register, sub-register and recognition of DLT records.
• **Securities law:** overseas listing, filings, regulatory approval, public-offering and foreign-investor restrictions.
• **Registry and settlement:** local registrar/CSD, direct IDSX Registry, permitted IDSX infrastructure and identified legal transfer event.
• **Corporate actions:** digital voting, dividend distribution and electronic corporate actions.
• **Documentation:** local legal opinion, constitutional amendment and regulatory approval or confirmation.

The Checklist does not replace legal advice.

33. Jurisdiction Admission Schedule

IDSX may maintain and publish a separate Schedule of assessed jurisdictions recording jurisdiction, IDSX status, preferred registry model, local-advice, local-registrar and CSD requirements, possible additional regulatory approval and other conditions. Inclusion does not create an automatic right of admission.

34. Initial Jurisdictions Under Assessment

IDSX may initially prioritise jurisdictions with established company-law and securities-law frameworks, reliable registration infrastructure, enforceable shareholder rights, established electronic securities systems, and regulatory recognition or development of tokenised or DLT-based securities.

Initial jurisdictions may include New Zealand, Australia, Hong Kong SAR, Singapore, Japan, the United Kingdom, Switzerland, Luxembourg, France, Jersey and Abu Dhabi Global Market. Unless IDSX determines otherwise, each is subject to individual and conditional review, not automatically approved.

35. Changes in Law

Jurisdictional approval is not permanent. IDSX may reassess a jurisdiction following legislative or regulatory change, court decisions, sanctions, capital-control changes, changes to securities registration, foreign ownership or overseas listing rules, DLT regulation, or another material legal development.

36. Existing Issuers Following Reclassification

Following reclassification, IDSX may require additional disclosure or an updated legal opinion; additional transfer restrictions; restrictions on new investors or issuance; registry restructuring or migration to a nominee/depositary; trading suspension; or delisting. IDSX must consider existing investors’ interests and legal rights.

37. IDSX Discretion

IDSX may request information or legal analysis; impose admission conditions; require a specific registry model or approved registrar; restrict Security classes or investor categories; require local regulatory confirmation; refuse or suspend admission; or require structural changes.

Admission of one Issuer does not create precedent or automatic entitlement for another Issuer from the same jurisdiction.

38. Relationship With Other IDSX Rules

These Rules must be read with the General Rules, Listing Rules, Digital Securities Rules, Clearing & Settlement Rules, Sponsor Rules, Broker Rules, Continuing Listing Obligations, Corporate Actions Rules, Shareholder Rights and Corporate Governance Rules, and other applicable IDSX Market Rules.

Applicable law prevails over these Rules. If these Rules conflict with another IDSX Rule, IDSX may determine the appropriate interpretation having regard to the provisions’ purpose and applicable law.

39. Fundamental Legal Principle

Technology does not replace the legal nature of a Security. DLT alone does not create shareholder rights. A Digital Security admitted as genuine equity must derive its legal effect from the law governing the Issuer, Security, ownership, registration and transfer.

Accordingly, the Security is the legal financial product. The digital record is its controlled technological representation, registration and/or transfer mechanism. If the digital record itself forms part of the legally recognised securities register, that status must be established under applicable law.

40. Entry Into Force

These Rules take effect on the date determined by IDSX. IDSX may amend them in accordance with applicable law, regulatory requirements and the IDSX General Rules.

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