Soldera | Trading Services

DEFINITIONS

1.1 In this Addendum, the following capitalised terms have the meanings set out below:

Contract Value means the Quantity multiplied by the Trade Price.

Delivery Date means the date by which delivery must be completed for a Trade.

Forward Trade means a Trade where, at the time of formation, the Certificates to be delivered have not yet been issued by the relevant Registry.

Quantity means the number of Certificates (denominated in MWh) for a Trade.

Trade means a transaction for the sale of Certificates.

Trade Price means the price per Certificate for a Trade.

Trading Instruction means a Platform Instruction submitted under this Addendum.

1.2 All other capitalised terms used in this Addendum have the meanings given in the General Terms.

TRADING INSTRUCTIONS AND TRADE FORMATION

2.1 The Platform determines the types of Trading Instructions available and what the Company may specify in a Trading Instruction. A Trading Instruction may be a single instruction for a specific Trade or a standing instruction that authorises Soldera to execute one or more Trades over a period or in accordance with parameters specified by the Company (standing parameters). A Trading Instruction constitutes a Binding Instruction for the purposes of the General Terms.

2.2 A Trade is formed when Soldera, acting within the scope of a Trading Instruction, identifies compatible sell-side and buy-side instructions and executes a transaction on that basis. A corresponding entry is created in the Platform Records, which is the definitive record of Trade formation. Soldera will make the Platform Records entry available to the Company through the Platform and will notify the Company of each Trade within 7 calendar days of the Trade being formed.

2.3 Soldera acts as intermediary and named counterparty in each leg of a Trade purchasing the Certificates from the seller and selling the Certificates to the buyer. Soldera does not acquire economic ownership of Certificates at any point as part of a Trade. The counterparty to a Trade may be a Platform user under its own agreement or an external party.

2.4 The Company authorises Soldera to do the following in connection with Trading Instructions and Trades:

form and execute Trades within the scope of the Company's Trading Instructions;
initiate or facilitate delivery; and
disclose Trade-related information to counterparties and other permitted recipients as operationally required.

2.5 Where the Company has placed a Trading Instruction with standing parameters, Soldera has discretion as to when and how to execute Trades within those parameters, including timing and sequencing. Soldera shall use this discretion in good faith with the aim of achieving the best possible outcome for the Company under the prevailing market conditions, but is under no obligation to time any Trade so as to maximise the price at any particular moment. The Company acknowledges that Soldera aggregates Certificates from multiple parties and that Soldera's ability to execute a Trade is affected by the volumes available across all parties at any given time. Soldera is not liable for any loss resulting from the timing or sequencing of Trades executed within the Company's Trading Instruction parameters.

2.6 The Company may amend or withdraw a Trading Instruction through the Platform, provided that the amendment or withdrawal takes effect only for Trades not yet formed. Where Soldera has initiated a sales process under a Trading Instruction - including any auction, tender, or bilateral negotiation - the Trading Instruction may not be amended or withdrawn without Soldera's prior consent until the relevant Trades are recorded in the Platform Records or the process concludes without a Trade being formed. Once a Trade is formed in the Platform Records, it may not be cancelled or amended.

2.7 If the Platform Records contain a manifest error (including an error caused by a Platform malfunction), Soldera may, acting reasonably, correct the Platform Records or void the affected Trade. Soldera will notify the Company of any correction or voiding as soon as reasonably practicable.

2.8 The Company is solely responsible for the commercial decisions reflected in its Trading Instructions. Soldera does not provide investment, trading, or pricing advice to the Company.

SELL-SIDE OBLIGATIONS

3.1 Commission structure. Soldera enters into each Trade in its own name but for the seller's account.

3.2 Sell-side authority. In addition to the authority granted under clause 2.4, the seller authorises Soldera to:

receive payments from buying counterparties and remit sale proceeds to the seller;
issue, receive, and process invoices (including self-invoices) in accordance with clause 6.4 of the General Terms; and
transfer the seller's Certificates to a Soldera-controlled Registry Account in advance of a Trade to facilitate execution. Certificates transferred may not be reclaimed by the Company while the relevant Trading Instruction remains in effect.

3.3 Exclusivity. The seller shall ensure that Certificates within the scope of an active Trading Instruction are not subject to any competing sale, transfer, or disposal arrangement with a third party, and shall not enter into any such arrangement during the period that Trading Instruction remains in effect.

3.4 Expiring Certificates. The seller acknowledges that Certificates approaching the end of their trading period may be difficult or impossible to sell. Where a Trading Instruction covers Certificates that are within 60 days of the conclusion of their trading period, Soldera will make a reasonable effort to include those Certificates in the usual trade process but assumes no liability for their unsuccessful sale or expiry. The Company is free to sell such Certificates independently.

3.5 Aggregation. Soldera may aggregate Certificates from multiple sellers in a single Trade. Where aggregation results in different price levels, Soldera may allocate proceeds on a weighted average basis or another reasonable method recorded in the Platform Records.

3.6 Soldera as buyer. Where Soldera or an affiliate of Soldera is the ultimate buyer of Certificates for its own account (rather than as intermediary for a buying counterparty), Soldera may only act as counterparty if the Trade Price and other material terms are no less favourable to the seller than the best terms offered by independent counterparties in the same process. Soldera shall record the basis for its determination in the Platform Records.

DELIVERY, TITLE AND RISK

4.1 The seller must deliver the Certificates to Soldera by the Delivery Date. The Certificates delivered must correspond to the specifications for that Trade. Upon receipt, Soldera shall deliver the Certificates to the buyer. The buyer must accept delivery and provide any information reasonably required for delivery.

4.2 Title and risk in the Certificates pass from the seller to Soldera upon the seller's delivery to Soldera, and from Soldera to the buyer when delivery to the buyer is completed. Delivery to the buyer is completed:

where delivery is by registry transfer, when the Certificates are credited to the buyer's Registry Account;
where delivery is by crediting to a Hosted Account, when the Certificates are credited to the buyer's Hosted Account in accordance with the Hosted Account Services Addendum; or
where delivery is by cancellation, when the cancellation is executed in the relevant Registry in accordance with the Cancellation Services Addendum.

The applicable delivery method for a Trade is as specified in the Trading Instruction or, where not specified, as determined by Soldera acting reasonably based on the buyer's account configuration.

4.3 Where a Trade has multiple Delivery Dates or tranches, each delivery is treated separately for the purposes of performance, cure and compensation under this Addendum.

FEES AND PAYMENT

5.1 Fees for trading activities are set out in the Fee Schedule and are payable in accordance with clause 6 of the General Terms. Registry Fees arising from a Trade are allocated as follows: the seller bears Registry Fees for any transfers required to prepare and execute the sale, including export fees and pre-trade preparatory transfers; the buyer bears Registry Fees for transfers following the change of title, including import fees and delivery to the buyer's Registry Account or Hosted Account. Registry Fees are passed through at cost and itemised separately in accordance with clause 6.2 of the General Terms.

5.2 Buyer payment. The buyer shall pay the Contract Value to Soldera within 10 business days of Soldera's invoice following delivery.

5.3 Proceeds remittance. Soldera shall remit net sale proceeds to the seller within 10 business days of the issuance of the corresponding self-invoice under clause 6.4 of the General Terms.

5.4 Proceeds segregation. Where Soldera holds sale proceeds on behalf of a seller pending remittance, Soldera shall hold those proceeds separately from Soldera's own operating funds and in a manner that enables identification of the amounts attributable to each seller. In the event of Soldera's insolvency, the Platform Records shall serve as the record of each seller's entitlement to proceeds held, and Soldera (or its administrator) shall cooperate in good faith to facilitate the return of those proceeds to the seller, subject to the payment of all outstanding Fees and other amounts due under the Agreement.

FAILURE TO DELIVER OR FAILURE TO ACCEPT

6.1 Failure to deliver. If the seller fails to deliver the relevant Quantity of Certificates, in whole or in part, by the Delivery Date, and this failure is not: (i) remedied within 7 calendar days after written notice from the buyer; or (ii) excused by Force Majeure or the non-performance of the buyer; the seller shall pay the buyer a compensation amount, if positive, equal to:

the price at which the buyer, acting in a commercially reasonable manner, is or would be able to purchase the undelivered Quantity in the market; minus
the Trade Price multiplied by the undelivered Quantity,

plus any reasonable transaction costs and expenses the buyer incurs as a result.

6.2 Failure to accept. If the buyer fails to accept delivery of the relevant Quantity of Certificates, in whole or in part, by the Delivery Date, and this failure is not: (i) remedied within 7 calendar days after written notice from the seller; or (ii) excused by Force Majeure or the non-performance of the seller, the buyer shall pay the seller a compensation amount, if positive, equal to:

the Trade Price multiplied by the non-accepted Quantity; minus
the price at which the seller, acting in a commercially reasonable manner, is or would be able to sell the non-accepted Quantity in the market,

plus any reasonable transaction costs and expenses the seller incurs as a result.

6.3 Application to intermediated Trades. Where Soldera acts as intermediary, references to "seller" and "buyer" in clauses 6.1 and 6.2 apply to each leg of the Trade independently.

6.4 Sole remedy. Compensation payable under this clause 6 is intended to be the sole monetary compensation for a failure to deliver or accept under this clause 6, subject to payment obligations for amounts already invoiced and due.

ADDITIONAL PROVISIONS FOR FORWARD TRADES

7.1 Disruption and change in law. If, after a Forward Trade is formed, an event beyond the reasonable control of either Party - including a change in Applicable Law, a suspension or material change to the relevant Registry or transfer system, or the imposition of sanctions or other restrictions - materially affects the ability to perform that Forward Trade, the Parties will, acting reasonably and in good faith, seek to agree operational adjustments or amendments necessary to permit continued performance. If the Parties fail to agree within 30 calendar days, either Party may terminate the affected Forward Trade by written notice. Neither Party is liable to the other for the unperformed portion, except in respect of amounts due for deliveries completed before termination. Where an event would constitute both Force Majeure and a change in Applicable Law, it is treated as a change in Applicable Law for the affected Forward Trade.

7.2 Voluntary buy-out. Either Party may at any time terminate any or all outstanding Forward Trades by written notice to the other Party, provided that:

the notice specifies each Forward Trade to be terminated; and
the initiating Party simultaneously pays the other Party the compensation amounts calculated under clause 6.1 or 6.2 (as applicable), applied as if a failure to deliver or accept had occurred in respect of the entire undelivered Quantity of each affected Forward Trade.

The compensation payable under this clause is the sole remedy for such termination. Upon payment, any volume buffer restrictions, withheld proceeds, and encumbrances attributable to the terminated Forward Trades shall be released.

7.3 Liability cap. Except in respect of any amounts payable under clause 6 and any Fees and other amounts due under the Agreement, each Party's aggregate liability to the other arising out of or in connection with a particular Forward Trade is limited to the Contract Value of that Forward Trade. This cap applies in place of the general cap in clause 9.1 of the General Terms.

7.4 Survival. If this Agreement is terminated while any Forward Trade remains outstanding, that Forward Trade survives termination and remains governed by this Addendum until fully completed or terminated under clause 8.

7.5 Provisions applicable to the Company as seller.

7.5.1 Encumbrance, volume buffers and capacity. For the duration of any outstanding Forward Trade, the seller acknowledges that Certificates committed for delivery under that Forward Trade are encumbered in favour of Soldera to the extent of the committed Quantity. The seller shall not pledge, transfer, or otherwise dispose of encumbered Certificates except through the Platform in connection with that Forward Trade. Soldera may manage volume buffers to mitigate differences between committed forward volumes and actual production, including through Platform controls (for example transfer of certain Certificates to Soldera's Registry Account). The seller shall have a reasonable basis to expect that it can produce and deliver the committed Quantity, taking into account all outstanding Forward Trades, and shall promptly inform Soldera of any anticipated changes in its production capacity that may affect delivery.

7.5.2 Proceeds withholding. Where the seller has outstanding Forward Trades, Soldera may withhold sale proceeds otherwise payable to the seller, up to the aggregate Contract Value of all outstanding Forward Trades, as security for the seller's delivery obligations. Withheld proceeds shall be released as Forward Trades are completed. Where the seller provides credit support in a form and amount acceptable to Soldera (acting reasonably), Soldera shall release withheld proceeds to the extent covered by that credit support.

7.5.3 Insolvency. In the event of insolvency, bankruptcy, or analogous proceedings affecting the seller, Soldera's rights under the encumbrance and volume buffer (clause 7.5.1) and proceeds withholding (clause 7.5.2) arrangements shall be maintained to the fullest extent permitted by Applicable Law. The Parties agree to cooperate in good faith in any such proceedings to facilitate performance or orderly termination of outstanding Forward Trades.

7.5.4 Ultimate buying counterparty non-performance. The seller acknowledges that Soldera acts as intermediary and that the ultimate buying counterparty is a third party. If the ultimate buying counterparty fails to perform and Soldera, having used reasonable efforts to mitigate, is unable to complete the Forward Trade as a result, the seller is entitled to recover its Certificates committed to the affected Forward Trade, free of any encumbrance and volume buffer restrictions under clause 7.5.1.

7.5.5 Post-termination obligations. The encumbrance (clause 7.5.1), proceeds withholding (clause 7.5.2), and insolvency (clause 7.5.3) provisions continue to apply to any surviving Forward Trade. Within 30 calendar days of full performance of the last outstanding Forward Trade, Soldera shall provide the seller with a final statement of account detailing all completed Forward Trades and any outstanding amounts. Any net balance due shall be paid within 14 calendar days of receipt of the final statement. Soldera shall release any remaining encumbrances and volume buffer restrictions within 7 calendar days of full performance.

TRADE TERMINATION

8.1 Any Trade terminates automatically once all deliveries and payments due under that Trade have been performed.

8.2 Either Party may also terminate the unperformed portion of any Trade by written notice to the other Party where:

the other Party commits a material breach of its obligations under this Addendum and the breach is not remedied within 7 calendar days after written notice specifying the breach; or
the other Party becomes subject to insolvency, bankruptcy, liquidation, or analogous proceedings.

Termination under clause 8.2(b) takes effect immediately. The unperformed portion of a Trade terminated under this clause 8.2 is resolved by applying the compensation methodology in clause 6.

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