Annex 8

to the Client Agreement

FORWARD TRANSACTIONS TERMS

This Annex constitutes an integral and inseparable part of the Client Agreement entered into between OQAM Finance Ltd (hereinafter referred to as the “Company”) and the Client (the “Client”). The Company and the Client hereinafter collectively referred to as the “Parties”.

This Annex sets out the specific terms and conditions governing the entry into, execution, margining, settlement and termination of one or more over-the-counter forward transactions on currencies, commodities (including precious metals) or other underlying assets (each such transaction referred to as a “Forward Transaction”).

Each Forward Transaction shall be governed by the Client Agreement, this Annex 8 (the "Forward Transactions Terms") and the terms of the accepted Forward Order (including the Execution Notice).

Accordingly, the Parties agree as follows:

INTERPRETATION

Unless otherwise defined herein, capitalised terms shall have the meanings ascribed to them in the Client Agreement.

The following terms shall have the meanings set out below when used in these Terms:

“Accepted Currency” means any currency accepted by the Company from time to time for the purposes of margining or settlement, as notified to the Client.

“Act of Insolvency” means, in relation to the Client, any event indicating the Client’s inability to pay its debts as they fall due, commencement of insolvency, liquidation, administration or similar proceedings, appointment of a receiver or administrator, or any analogous event under applicable law.

“Buy Asset” – means the underlying asset (currency, commodity or other asset) referenced in a Forward Transaction as the asset to be purchased or received (or used as the notional reference for cash settlement in non-deliverable transactions);

“Sell Asset” – means the underlying asset (currency, commodity or other asset) referenced in a Forward Transaction as the asset to be sold or delivered (or used as the notional reference for cash settlement in non-deliverable transactions).

Underlying asset - means the asset, reference rate, currency pair, commodity or other reference underlying a Forward Transaction, by reference to which the economic terms, pricing and valuation of such Forward Transaction are determined, as specified in the Forward Order in Annex 9 of Client Agreement and/or Oder Confirmation.

"Close-Out Amount" means, in relation to one or more terminated Forward Transactions, the amount determined by the Company (acting reasonably and in good faith) as of the termination date, representing the net replacement cost or gain that would be incurred to obtain the economic equivalent of the remaining obligations under the terminated Transaction(s), calculated in accordance with Clause 10 of these Terms.

“Deliverable Forward” – means a Forward Transaction entered into between the Company and the Client pursuant to these Terms, under which the Parties are obligated to physically deliver and exchange the full notional amounts of the Buy Currency and the Sell Currency on the applicable Settlement Date, in accordance with the terms specified in the relevant Execution Notice.

“Execution Notice” means the notification sent by the Company to the Client confirming the acceptance of a Forward Order and the formation of a Forward Transaction, as detailed in Clause 2 of the section "FORMATION OF FORWARD TRANSACTIONS".

“Non-deliverable Forward Transaction” or “NDF” - means a Forward Transaction settled in cash by reference to the difference between the agreed forward price and the applicable Fixing Rate.

“Fixing Rate” – means the reference rate or price used for settlement of an NDF, determined by the Company by reference to agreed or prevailing market sources.

“Forward Order” - means the Client’s binding instruction, submitted in the form provided in Annex 9 to Client Agreement and containing all essential commercial terms, to enter into a Forward Transaction, which upon acceptance by the Company becomes the legal basis for that Transaction.

“Funding Deadline” means the latest date and time by which the Client must ensure that cleared funds or assets are credited to the Company in order to enable settlement on the Settlement Date.

“Initial Margin” - means the amount of Collateral required to be provided and maintained by the Client from the initiation and throughout the life of a Forward Transaction.

“Margin Call” - means a demand by the Company requiring the Client to provide additional Collateral within a specified timeframe.

“OTE” – Open Trade Equity (OTE) – means the unrealized gain or loss on an outstanding Forward Transaction, calculated periodically by the Company as the difference between:

the current mark-to-market value of the Forward Transaction (determined by reference to prevailing market forward prices/rates for a comparable transaction with the same remaining maturity and notional amount), and

the agreed forward price (rate) specified in the Forward Order or Execution Notice, multiplied by the notional amount of the Forward Transaction and adjusted for the direction of the position (Buy or Sell Asset).

A positive OTE reflects unrealized profit in favour of the Client; a negative OTE reflects unrealized loss.

"Payment Currency" means the currency in which the net cash settlement amount for a Non-deliverable Forward Transaction (NDF) is payable, as expressly specified in the relevant Forward Order. For Deliverable Forward Transactions, this term is not applicable.

FORMATION OF FORWARD TRANSACTIONS

Forward Order as an Offer

The Client’s submission of a Forward Order to the Company, using the approved form and through the channels designated in the Client Agreement (including, but not limited to, email and the OQAM Cabinet), constitutes a legally binding offer to enter into a Forward Transaction on the terms specified in that Order.

Acceptance and Binding Effect

A legally binding Forward Transaction under these Terms is formed at the moment the Company accepts the Client’s Forward Order.

Acceptance via OQAM Cabinet: For Forward Orders submitted through the OQAM Cabinet, the Company’s acceptance is conclusively evidenced and becomes effective when the status of that Order is changed to "Complete" within the OQAM Cabinet. This change of status constitutes the Execution Notice.

Acceptance via Email: For Forward Orders submitted via email, the Company’s acceptance is conclusively evidenced and becomes effective when the Company sends the Client a written response via email that unambiguously confirms the execution of the Forward Order. Such a response, regardless of its specific format, constitutes the Execution Notice for that Transaction.

Acceptance via Other Channels: For Forward Orders submitted through other channels expressly designated in the Client Agreement, the Company’s acceptance shall be communicated in the manner specified therein and shall constitute the Execution Notice.

Conclusive Evidence: The electronic record in the Company’s systems showing either: (i) the status "Complete" with a timestamp in the OQAM Cabinet, (ii) the sent Execution Notice email, or (iii) the record of acceptance via another designated channel, constitutes the definitive and conclusive record of the Transaction. It serves as final proof of the fact and time of the Company’s acceptance and the terms of the Order, except in the case of a proven manifest error.

Client’s Verification and Duty to Object

The Client is obligated to immediately verify the details of the Execution Notice upon receipt or upon observing the relevant acceptance indicator (such as the status change to "Complete" in the OQAM Cabinet).

Any claim or objection regarding the terms of an executed Transaction (including the execution price, notional amount, or Settlement Date) must be raised by the Client with the Company in writing within one (1) Business Hour from the time the Execution Notice was effectively communicated (e.g., status change in OQAM Cabinet, email sent by the Company, or notification via another designated channel).

The Client’s failure to object within the period specified in Clause 3.2 constitutes irrevocable acceptance of the Transaction on the terms reflected in the Execution Notice and a full waiver of any related claims.

Company’s Discretion. The Company is not obligated to accept any Forward Order and may reject it at its sole discretion, without liability and without providing a reason.

OPERATIONAL TERMS AND SPECIFICATIONS

Eligible Underlying Assets

The Company may offer Forward Transactions on the following categories of underlying assets:

Currencies (deliverable and non-deliverable);

Commodities, including precious metals (e.g., gold, silver);

Other assets as may be expressly agreed with the Client in writing.

The specific asset, its specifications, and delivery standards (if applicable) shall be detailed in the Forward Order.

Eligible Collateral

Primary Accepted Currency: The primary and default currency for all Margin and settlement purposes under these Terms is the United States Dollar (USD). Unless otherwise expressly agreed in writing for a specific Forward Transaction, the Client shall provide Collateral in USD.

Other Accepted Assets: The Company may, at its sole discretion and on a case-by-case basis, agree to accept other currencies or highly liquid securities and financial instruments as Collateral for a specific Transaction or Client. Any such agreement shall be documented (including via email or in the OQAM Cabinet) and may be subject to specific terms, including valuation haircuts.

Notification: The Company may provide the Client with the Eligible Collateral List or notify it of changes thereto through any of the communication channels designated in the Client Agreement (e.g., email, OQAM Cabinet). The Client may also request the current list from the Company.

Settlement Instructions for Deliverable Forwards

For Deliverable Forward Transactions, the Client must provide final and verified settlement instructions (including bank account details, delivery addresses, etc.) no later than the Funding Deadline specified by the Forward Order.

Failure to provide correct settlement instructions on time may result in failed settlement, for which the Client shall bear all associated costs, losses, and penalties.

Adjustments for Corporate Actions

If a corporate action (e.g., stock split, dividend, merger) affects the underlying asset of a Forward Transaction, the Company may adjust the terms of the Transaction (including the notional amount and forward price) in a commercially reasonable manner to preserve the economic intent of the Parties.

OBLIGATIONS

Each Party shall perform its payment obligations specified in the accepted Forward Order (Execution Notice) to be made by it, subject to the other provisions of this Terms. Payment shall be made on the due date in the currency and to the account, each as specified in the Account Application or if not set forth in the relevant Confirmation, in accordance with this Terms and the Client Agreement.

Each Party’s obligation in respect of a Forward Transaction shall be limited to the net cash settlement amount determined in accordance with this Terms.

Payment obligations arising on the Settlement Date of the Execution Notice shall be final and irrevocable, subject to the terms of this Terms and the Client Agreement.

The Parties acknowledge that payment obligations under Forward Transactions may be subject to netting in accordance with this Terms and the Client Agreement.

The Client represents and undertakes that, for so long as this Terms remains in force:

The Client is acting as principal and not as agent for any third party in relation to each Forward Transaction;

The Client has full legal power, capacity and authority to enter into Forward Transactions pursuant to this Terms;

All information provided by the Client to the Company in connection with any Forward Transaction is true, accurate and not misleading in all material respects;

The Client shall promptly notify the Company of any material change to the information previously provided which may reasonably affect the Company’s assessment of the Client or any Forward Transaction.

The Client acknowledges that the Company may carry out such checks and request such information from the Client as may be reasonably required to comply with Applicable Regulations and to assess whether to enter into or continue any Forward Transaction, and the Client agrees to provide such information upon request;

Each Forward Transaction entered into by the Client is for legitimate and lawful commercial purposes;

The Client enters into each Forward Transaction based on its own judgement and assessment and does not rely on any representation, advice or opinion provided by the Company;

The Client confirms that it has reviewed and accepted the applicable Risk Disclosure Terms as set out in the Section 7 of Client Agreement relating to Forward Transactions prior to entering into any Forward Transaction under these Terms.

Conflict of Interest and Role of the Company

The Client acknowledges, recognises and unconditionally accepts that:

in most or all Forward Transactions, the Company acts as principal (its own counterparty) and therefore has a direct financial interest in the terms of the Transaction, including the agreed forward rate;

the Company’s role as principal may create a conflict of interest between the Company and the Client;

in certain cases, the Company may act as agent or broker, routing the Client’s Forward Order for execution to a third party, and the Client agrees to any additional terms, fees or spreads applicable in such case;

The Company does not provide the Client with investment advice, recommendations or asset management in connection with Forward Transactions and does not owe fiduciary duties to the Client unless expressly agreed otherwise in writing.

PRICING

The forward exchange rate applicable to a Forward Transaction shall be agreed between the Parties at the time the Transaction is entered into and confirmed in the Forward Order and Execution Notice.

The forward exchange rate is independent from any subsequent valuation of the Forward Transaction for margin or risk management purposes.

Any prices or rates provided prior to acceptance of an Forward Order are indicative only and shall not be binding unless confirmed in an Execution Notice.

The pricing of a Forward Transaction may include a spread or other commercial terms reflecting market conditions, risk and other relevant factors.

The Company is under no obligation to provide pricing or to disclose its pricing or valuation methodology.

NETTING

Where, on any Settlement Date of the Forward Order, amounts are payable by each Party to the other in the same currency in respect of the same Forward Transaction, such amounts shall be automatically set off against each other and only the net amount shall be payable by the Party owing the larger amount.

The Parties further agree that, subject to the Terms of the Client Agreement, payment obligations arising in respect of multiple Forward Transactions and payable on the same date in the same currency may be netted, such that only a single net payment obligation shall arise.

SETTLEMENT

Settlement Basis and Date

Each Forward Transaction shall be settled on the applicable Settlement Date specified in the relevant Forward Order, either on a non-deliverable (cash-settled) basis or on a deliverable basis, as specified therein.

Non-Deliverable (Cash-Settled) Settlement

Where a Forward Transaction is settled on a non-deliverable (cash settled) basis, no physical delivery of the underlying assets shall occur.

On the applicable Settlement Date, the Parties shall determine the net cash amount payable by one Party to the other. This amount shall be calculated by reference to:

the difference between the agreed forward price (rate) and the applicable Fixing Rate (or other reference rate/price);

multiplied by the notional amount of the Forward Transaction;

and expressed in the Payment Currency specified in the Forward Order.

Only such net cash amount shall be payable on the Settlement Date.

Deliverable (Physical) Settlement

Where a Forward Transaction is settled on a deliverable basis, the Parties are obligated to physically exchange the full Notional Amount of the Sell Asset and the Buy Asset on the Settlement Date.

The Client shall deliver, or cause to be delivered, the Sell Asset to the account or location specified by the Company in the settlement instructions.

The Company shall deliver, or cause to be delivered, the Buy Asset to the account or location specified by the Client in the settlement instructions provided pursuant to Clause 3 of the OPERATIONAL TERMS AND SPECIFICATIONS.

Funding Deadline: The Client must ensure that cleared funds or assets are received by the Company's designated account no later than the Funding Deadline specified in the Forward Order or as otherwise notified by the Company. Failure to meet the Funding Deadline may be treated as an Event of Default.

General Settlement Provisions

Collateral Distinct from Settlement: The Client acknowledges that any Initial Margin or other Collateral provided constitutes security for the Client's obligations and does not, unless otherwise expressly agreed in writing, represent a prepayment of the settlement amount or discharge any delivery obligation.

Finality: Subject to the netting provisions of these Terms, payment and delivery obligations on the Settlement Date are final, irrevocable, and not subject to any set-off, counterclaim, or condition.

Failed Settlement: If either Party fails to perform its settlement obligation (payment or delivery) on the Settlement Date, the other Party shall have all rights and remedies available under these Terms and applicable law, including the right to claim damages and to declare an Event of Default.

MARGIN AND REVALUATION

As security for the performance of the Client’s obligations under a Forward Transaction, the Company may require the Client to provide Initial Margin in an amount determined by the Company for risk management purposes. Unless otherwise agreed, the Margin in respect of a Forward Transaction shall be payable on or prior to the date on which such Forward Transaction is entered into, as specified in the relevant Execution Notice. The Company may, at its discretion, decline to enter into or delay a Forward Transaction until the applicable Margin has been received.

The Company may, on a periodic basis or at any time as it reasonably deems necessary, revalue each Forward Transaction, which includes calculating the Open Trade Equity (OTE), by reference to prevailing market conditions, including relevant prices of the underlying assets and other market data available to the Company at the time of revaluation.

Where, as a result of such revaluation, the value of the collateral provided taking into account OTE (i.e., Collateral + OTE) falls below the Initial Margin level, the Company may issue a Margin Call requiring the Client to restore the collateral to the Initial Margin level or to such other level as specified by the Company.

Margin Call Timing and Fulfillment:

Default Timing: Unless otherwise specified by the Company in the Margin Call notice provided by email and/or OQAM Cabinet, the Client must fulfill the Margin Call by depositing the required additional Collateral no later than 17:00 (Astana time) on the next Business Day following the day the Margin Call was issued.

Discretionary Timing: The Company reserves the right, in its sole and absolute discretion, to specify a shorter timeframe for fulfilling a Margin Call in the notice itself. Such a decision may be based on, but not limited to, factors such as:

exceptional market volatility;

increased credit risk of the Client;

specific risks related to the underlying asset of the Forward Transaction;

any other external or internal factors the Company reasonably deems to require an accelerated response.

Failure to Comply: The Client's failure to meet the specified deadline in the Margin Call notice, whether it is the default deadline under (i) or a shortened deadline under (ii), shall constitute an Event of Default under these Terms.

Where, as a result of such revaluation, the value of the collateral provided taking into account OTE (i.e., Collateral + OTE) exceeds the Initial Margin level in favour of the Client, the Company may, subject to the terms of these Terms, pay to the Client the amount of such positive excess or otherwise adjust the collateral held in respect of the Forward Transaction.

The valuation of a Forward Transaction for margin purposes is independent from the forward price (rate) agreed at the time the Forward Transaction was entered into.

Revaluation and adjustment of collateral (including changes to the Initial Margin levels) based on periodic OTE calculations may occur at any time throughout the term of a Forward Transaction until its settlement or early termination.

The Company may, in its sole discretion, from time to time change the Initial Margin levels in respect of existing and/or future Forward Transactions, including based on market volatility, market conditions, the Client’s payment discipline, the Client’s credit risk, liquidity of the underlying asset and any other factors the Company deems relevant. The Initial Margin values specified in the Client’s Forward Order or in the Execution Notice are initial values and may be subsequently amended by the Company in accordance with this clause. The Company will notify the Client of such changes by reasonable means (including email or the online trading system), however failure to notify shall not affect the Company’s right to apply the amended margin levels.

EVENTS OF DEFAULT

The occurrence of any of the following events in relation to the Client shall constitute an Event of Default:

the Client fails to make any payment (including any Margin or settlement amount) when due under this Terms or any Forward Transaction and such failure continues for more than one (1) Business Day (or such shorter period as specified by the Company);

the Client fails to comply with Margin Call in accordance within the timeframe specified by the Company;

any representation, undertaking or statement made by the Client under this Terms or the Client Agreement is or becomes untrue, inaccurate or misleading in any material respect;

the Client commits a material breach of any obligation under these Terms, the Client Agreement or any Forward Transaction and, where such breach is remediable, fails to remedy it within five (5) Business Days (or such shorter period as reasonably specified by the Company) after receiving written notice from the Company;

an Act of Insolvency occurs in relation to the Client;

it becomes unlawful or contrary to Applicable Regulations for the Client or the Company to perform any of its obligations under these Terms or any Forward Transaction;

any event occurs which, in the Company’s reasonable opinion, has a material adverse effect on the Client’s ability to perform its obligations under these Terms or any Forward Transaction;

any license, authorization, registration or approval required for the Client to carry out its professional or regulated activities (including, where applicable, any financial services license) is revoked, suspended, materially restricted or not renewed by the relevant regulatory authority;

the Client, or any person controlling, controlled by or under common control with the Client, becomes subject to sanctions imposed by any state, supranational body (including the European Union, United States, United Kingdom) or international organization (including the United Nations), or is designated on any sanctions list.

EARLY TERMINATION AND CLOSE-OUT

Offsetting Transactions

The Client may, with the Company’s prior consent and subject to prevailing market conditions, enter into an offsetting Forward Transaction with the Company to economically neutralise an outstanding Forward Transaction. Such offsetting transaction shall not terminate the original Forward Transaction, and the net economic effect of both transactions shall be reflected in the final settlement on the applicable Settlement Date (or earlier if agreed).

Voluntary Early Termination

Subject to the Company’s prior written consent, the Client may request early termination of one or more outstanding Forward Transactions prior to the scheduled Settlement Date. Any such early termination shall be on terms determined by the Company (acting reasonably), including calculation of a close-out amount based on prevailing market conditions, costs, fees, expenses, losses and gains. Settlement of such early termination shall be made in cash on a date agreed between the Parties.

Termination by the Company

Upon the occurrence of an Event of Default, or if the Company reasonably determines that continuation of any Forward Transaction would breach Applicable Regulations or expose the Company to unacceptable risk, the Company may, by written notice to the Client, terminate one or all outstanding Forward Transactions with immediate effect.

Close-Out Amount Calculation

Upon any termination under this Clause 8, the Company shall (acting reasonably and in good faith) calculate a close-out amount (“Close-Out Amount”) for each terminated Forward Transaction (or, where multiple Transactions are terminated, a single net Close-Out Amount) as of the termination date. The Close-Out Amount shall reflect the replacement cost or gain, determined by reference to prevailing market rates, quotations from market participants (if available), and any costs, losses, expenses or gains incurred or realised by the Company in unwinding, hedging or replacing the terminated Transaction(s). The Close-Out Amount may be discounted to present value using a commercially reasonable rate where appropriate.