Legal note on the closed round

Prepared by the Company’s legal function for publication alongside the Term Sheet. This is not a legal opinion of an external law firm, not a comfort letter, not a prospectus approved by CySEC or any other authority, and not a confirmation that any person is eligible to invest.

1. Issuer

Smartocule Ltd is a Cyprus limited liability company, registration HE 458217, registered office in Limassol, VAT CY 10458217L. The director executing round documents is K. Mercer.

2. Character of the round

The Company is conducting a closed, invitation-only pre-seed placement of ordinary shares or of contractual subscription rights recorded in a private investor cabinet. The public website describes the product and the existence of a round. It does not itself constitute an offer to the public at large to acquire transferable securities, an advertisement of guaranteed return, or a payment page.

Participation, if any, is available only after a person creates a cabinet, confirms the email address, reviews the Public Offer and risk disclosure, and completes such KYC/AML steps as the Company requires. The Company may refuse any person.

3. What is not being done

No listing is promised. No CySEC-approved prospectus is in issue. Figures such as a working IPO illustration in the cabinet are management models, not forecasts, not a commitment to list, and not a valuation by an independent valuer. Payment methods, if any, are shown only inside the cabinet to persons already in the process; they are operational detail, not a public solicitation to send crypto-assets or card data from the landing page.

4. Investor status

A cabinet user is not, by registration alone, a shareholder. Shareholding or subscription rights arise only upon acceptance and recording by the Company. Until then, no claim to capital, dividends or voting arises from merely opening an account.

5. Documents that prevail

Order of prevalence: (1) applicable Cyprus law; (2) the Company’s constitutional documents; (3) the Public Offer as electronically accepted; (4) any allotment or register entry; (5) this memorandum and the Term Sheet, which yield to (1)–(4).

6. Risks in one paragraph

Early-stage hardware and on-device AI. Prototype targeted Q1 2028, not a shipping product. Capital subscribed is at risk of total loss. Transfers are restricted. There is no obligation on the Company to buy back shares. Tax is the person’s own burden.

7. Contact

legal@smartocule.com · investors@smartocule.com · registered office as above.

Smartocule Ltd · Legal function · K. Mercer, Director