Compliance Note

BitLease Technologies Ltd. A subsidiary of 49G Holding Ltd. Incorporated in Abu Dhabi Global Market (ADGM) Registered Address: Unit PC-1, Level 7, Al Maryah Tower, Abu Dhabi Global Market Square, Abu Dhabi, Al Maryah Island, United Arab Emirates

ADGM Registration No.: 34619

Last Updated: 21 March 2026

Effective Date: 21 March 2026

Version: 1.0

1. Our Commitment

BitLease Technologies Ltd. (“BitLease”) is built on a compliance-first foundation. Compliance is not a department. It is an architectural principle embedded into every layer of the platform, from product design to contract execution to solvency management.

BitLease believes that the digital asset industry’s path to institutional adoption depends on platforms that voluntarily exceed regulatory minimums, not merely meet them. We hold ourselves to the standards expected of regulated financial institutions in governance, transparency, consumer protection, financial crime prevention, and prudential soundness because the Lease-to-Own model can only fulfill its potential in an environment of trust.

This Compliance Note provides an overview of BitLease’s regulatory positioning, compliance framework, and commitments across all areas of operation. It should be read in conjunction with our Terms of Service, Privacy Policy, AML/CFT Policy, and Risk Disclosure Statement.

2. Regulatory Positioning

2.1 What BitLease Is

BitLease is a structured digital asset financing platform operating an institutional Lease-to-Own (LTO) model. BitLease is incorporated in Abu Dhabi Global Market (ADGM) and is a wholly owned subsidiary of 49G Holding, which provides technology, development, risk management infrastructure, and the proprietary HyperHedge™ solvency engine.

The LTO model is the deliberate adaptation of traditional asset leasing and hire-purchase frameworks, structures with over a century of use in real estate, automotive, aviation, and equipment finance, to the digital asset class. Users enter into contractual installment agreements to acquire the Economic Utility of a digital asset from day one, while Formal On-Chain Ownership transfers upon completion of all payment obligations. All contracts are denominated in stablecoins.

2.2 What BitLease Is Not: Regulatory Boundaries

BitLease has defined clear regulatory boundaries around its operations. The following table sets out each boundary and its regulatory implications.

2.3 Licensing Status

BitLease is actively pursuing regulatory licenses in the following jurisdictions:

No license has been granted as of the effective date of this document. BitLease operates in compliance with applicable law in each jurisdiction and will restrict or modify services as necessary to meet regulatory requirements. Service availability in any jurisdiction is contingent upon successful licensing and ongoing compliance.

2.4 Jurisdictional Restrictions

BitLease does not provide services to:

1. Citizens, nationals, residents, or tax residents of the United States of America;

2. Persons located in jurisdictions subject to comprehensive international sanctions;

3. Persons located in any jurisdiction designated as a Restricted Jurisdiction on the Platform.

These restrictions are enforced through identity verification, jurisdiction declarations, IP-based geolocation controls, and ongoing monitoring.

3. Corporate Governance

3.1 Governance Principles

BitLease’s governance framework is designed to meet the standards expected of regulated financial institutions:

1. Board oversight: The Board of Directors maintains oversight of strategy, risk appetite, compliance, and financial integrity. The Board receives regular reporting on all material compliance, risk, and financial matters.

2. Senior management accountability: Senior management is accountable for the implementation and effectiveness of all compliance controls, policies, and procedures.

3. Segregation of duties: Business, compliance, risk, and technology functions operate with appropriate independence and segregation. Compliance and risk management cannot be overridden by commercial interests.

4. Group governance: As a subsidiary of 49G Holding, BitLease operates within a group governance framework that provides additional oversight, particularly in relation to the HyperHedge™ solvency engine and technology infrastructure.

5. Documented policies: All material policies, including this Compliance Note, Terms of Service, Privacy Policy, AML/CFT Policy, and Risk Disclosure, are formally approved by the Board and reviewed at least annually.

3.2 Key Compliance Roles

3.3 Three Lines of Defence

BitLease implements the three lines of defense model endorsed by international regulatory standards:

First Line, Business Operations: All employees are the first line of defense. They are trained to identify, manage, and escalate risks within their area of responsibility. Front-line staff are trained to recognize financial crime indicators, consumer protection issues, and operational risks.

Second Line, Compliance and Risk Management: Independent compliance and risk functions provide oversight, develop and maintain policies, monitor adherence, conduct quality assurance reviews, and challenge business decisions where necessary. The MLRO and DPO operate independently from commercial functions.

Third Line, Internal Audit / External Review: Independent assurance on the design and effectiveness of governance, risk management, and compliance controls. Conducted by internal audit or independent external firms periodically.

4. Anti-Money Laundering and Counter-Terrorist Financing

4.1 Framework

BitLease maintains a comprehensive AML/CFT program aligned with FATF Recommendations (including guidance on Virtual Assets and VASPs), ADGM Anti-Money Laundering and Sanctions Rules and Guidance, UAE Federal AML/CFT Law (Federal Decree-Law No. 20 of 2018), EU Anti-Money Laundering Directives (AMLD 5 and 6), UK Money Laundering Regulations 2017, and Singapore AML/CFT requirements (MAS Notices and CDSA).

Full details are provided in our separate AML/CFT Policy.

4.2 Core Components

Risk-Based Approach: Enterprise-wide and customer-level risk assessments across five dimensions: customer risk, product risk, geographic risk, channel risk, and emerging risk. Controls are calibrated to assess risk levels.

Customer Due Diligence: BitLease operates a four-tier system. Tier 1 provides basic access (browsing only, no financial services). Tier 2 requires standard verification (full KYC for LTO access). Tier 3 applies Enhanced Due Diligence, triggered by risk indicators, PEP status, or high-value contracts. Tier 4 covers Institutional KYB for Lessors and institutional clients.

Ongoing Monitoring: Continuous transaction monitoring combining rule-based detection, behavioral analysis, and blockchain-level Know Your Transaction (KYT) analytics. LTO-specific red flags include structuring through rapid Buyouts, disproportionate Down Payments, third-party wallet funding, and inconsistent financial profiles.

Sanctions Compliance: BitLease maintains a zero-tolerance sanctions policy. Real-time and daily batch screening is conducted against all applicable sanctions lists (OFAC, EU, UN, UK, UAE). Confirmed matches result in immediate asset freezing.

Suspicious Activity Reporting: A structured internal reporting process operates through the MLRO, with external filing to relevant Financial Intelligence Units (UAE FIU, NCA, STRO, and equivalent). The tipping-off prohibition is strictly enforced.

Record Keeping: Comprehensive retention of CDD documents (7 years), transaction records (10 years), monitoring alerts, STR/SAR filings, and all compliance decisions.

4.3 Travel Rule

Where applicable under the EU Transfer of Funds Regulation, FATF Recommendation 16, and equivalent jurisdictions, BitLease collects and transmits required originator and beneficiary information for qualifying transactions.

4.4 Proliferation Financing

BitLease implements controls to prevent the financing of the proliferation of weapons of mass destruction, in compliance with UN Security Council Resolutions and applicable national legislation.

5. Consumer Protection

5.1 Philosophy

BitLease’s consumer protection framework is informed by the principle that a structured financing platform bears a heightened responsibility toward its clients. The LTO model creates ongoing contractual obligations that extend over time. A client is not simply making a one-time purchase. They are entering into a financial commitment. This requires a standard of care, transparency, and fairness that goes beyond what is typical in the digital asset industry.

5.2 Treating Customers Fairly

BitLease aligns with the FCA’s Treating Customers Fairly (TCF) outcomes, MiCA consumer protection provisions, ADGM FSRA conduct of business requirements, and general principles of good faith in financial services:

Outcome 1, Fair Culture: Consumers can be confident that fair treatment is central to BitLease’s corporate culture.

Outcome 2, Product Design: LTO Contracts are designed to be clear, structured, and appropriate. Products are stress-tested for consumer impact before launch.

Outcome 3, Clear Information: All terms, fees, risks, and rights are communicated clearly and completely before contract execution. The Contract Summary and Risk Disclosure Statement are provided in plain, understandable language.

Outcome 4, Suitable Advice: BitLease does not provide personal financial advice. Where recommendations are made (e.g., asset selection, contract parameters), they are generic and accompanied by risk disclosures. Affordability assessments are conducted before contract approval.

Outcome 5, Performance Expectations: Products perform as clients are led to expect. Platform Reference Pricing methodology is disclosed. No misleading performance claims are made.

Outcome 6, No Barriers to Exit: Clients can Buyout at any time, exercise Full Settlement at any time, and the complaints procedure is accessible and straightforward.

Outcome 7, Complaints Handling: Complaints are handled fairly, promptly, and without prejudice.

5.3 Transparency Commitments

5.4 Affordability Assessment

BitLease conducts proportionate affordability assessments before approving LTO Contracts. Assessments consider declared income, financial commitments, and payment sustainability. BitLease may decline, limit, or modify contract terms based on assessment results. This practice aligns with responsible financing obligations under consumer credit and leasing regulations.

5.5 Right to Information

Clients may request at any time a current account statement, full contract copy, amortization schedule, fee records, current Platform Reference Price, and Buyout estimate. Responses are provided within five (5) business days.

5.6 Right to Exit

The Buyout right is unconditional and available at any time. It is a contractual right, not subject to BitLease approval. Full Settlement is available at any time with no early repayment penalty. These exit rights ensure that client capital is never locked without recourse.

5.7 Non-Recourse Protection

All LTO Contracts are non-recourse. The Client’s maximum loss is capped at payments made (Down Payment plus installments). The Client never incurs a negative balance. If the asset’s value is less than outstanding obligations at Buyout or termination, BitLease absorbs the deficit.

5.8 Surplus Value Protection

Upon contract termination or Buyout, any Surplus Value (asset value exceeding outstanding obligations) always belongs to the Client and is returned in full. BitLease does not retain value in excess of what is owed. This is consistent with consumer protection principles in hire-purchase and conditional sale regulation.

5.9 Complaints Procedure

A complaints register is maintained, and complaint data is reported to regulators as required.

6. Data Protection and Privacy

6.1 Framework

BitLease processes personal data in compliance with ADGM Data Protection Regulations 2021, the EU General Data Protection Regulation (GDPR), the UK Data Protection Act 2018 / UK GDPR, the Singapore Personal Data Protection Act (PDPA), and applicable national data protection laws in all jurisdictions of operation.

Full details are provided in our separate Privacy Policy.

6.2 Key Commitments

Data minimization: We collect only the data necessary for platform operations, regulatory compliance, and service delivery.

Purpose limitation: Data is processed only for specified, legitimate purposes disclosed to the data subject.

Security: Institutional-grade technical and organizational measures are in place, including AES-256 encryption, TLS 1.3, MPC custody, MFA, HSMs, 24/7 SOC monitoring, SOC 2 Type II program, and regular penetration testing.

Client-Lessor data firewall: Client and Lessor data are absolutely separated at the database architecture level. Lessors receive only aggregated, anonymized portfolio data. No identifying Client data is ever shared with Lessors, and the reverse is equally true.

Data subject rights: Access, rectification, erasure (subject to legal retention), restriction, portability, and objection rights are facilitated through the DPO.

No data sales: BitLease does not sell, rent, or trade personal data under any circumstances.

Biometric data: Facial geometry data used for identity verification is processed by the verification partner and deleted immediately after verification completion. It is not retained by BitLease.

Breach notification: Regulatory notification within 72 hours. Individual notification without undue delay where a high risk to rights and freedoms is identified.

6.3 Data Protection Officer

An independent Data Protection Officer (DPO) is appointed with direct Board access and operational independence. Contact: dpo@bitlease.com.

7. Prudential Soundness and Solvency

7.1 HyperHedge™ Solvency Engine

BitLease operates the HyperHedge™ solvency program, developed and maintained by 49G Holding. HyperHedge™ enforces the solvency invariant:

Total Asset Value (TAV) + Hedge Profit & Loss (HPNL) ≥ Total Lessor Debt

This condition is monitored and enforced programmatically, continuously, 24/7. It ensures that BitLease can honor all obligations to both Clients and Lessors under severe market stress conditions.

7.2 Multi-Layer Architecture

HyperHedge™ employs pre-LTO risk buffers, dynamic hedging, AI-driven stress modeling, exposure throttling, Insurance Treasury reserves, and deterministic (non-speculative) solvency mechanisms.

7.3 Prudential Standards Alignment

While BitLease is not a bank, the solvency framework is designed to meet or exceed standards analogous to Basel III capital adequacy and liquidity requirements, IFRS 9 expected credit loss modeling, Solvency II risk-based capital principles, and institutional stress testing frameworks.

7.4 Third-Party Verification

Chainlink Proof of Reserve integration is planned to provide independent, on-chain, publicly verifiable solvency attestation. This integration is not yet operational. Upon activation, any party will be able to independently verify the solvency invariant at any time.

7.5 Transparency

Current HyperHedge™ data displayed on the Platform is labeled as “SIMULATED PREVIEW” and will transition to live data upon platform launch. Platform metrics activate at launch and are displayed as “—” pre-launch.

8. Custody and Asset Protection

8.1 MPC Custody

All digital assets on the Platform are secured using Multi-Party Computation (MPC) custody technology provided by Fireblocks. Private keys are never stored whole. No single party, including BitLease, can unilaterally access or move escrowed assets.

8.2 Asset Segregation

1. Client assets under LTO Contracts are held in segregated escrow accounts.

2. Client funds in LTO Wallets are held separately from BitLease operational funds.

3. No commingling of Client assets with BitLease capital or Lessor capital;

4. Assets are not lent, rehypothecated, or used for any third-party purpose;

5. Segregation principles are consistent with client asset protection rules under ADGM FSRA, FCA CASS, and equivalent frameworks.

8.3 Escrow Integrity

Escrowed assets are released only upon: (i) verified Full Settlement (ownership transfer to Client); (ii) Buyout execution (asset liquidated, surplus returned); or (iii) contract termination (settlement per Terms of Service). No other release mechanism exists.

9. Technology and Operational Resilience

9.1 Security Infrastructure

BitLease maintains institutional-grade security, including AES-256 encryption at rest and TLS 1.3 in transit, Hardware Security Modules (HSMs), mandatory multi-factor authentication, role-based access controls with the principle of least privilege, 24/7 Security Operations Center monitoring, intrusion detection and prevention systems, web application firewalls, and DDoS mitigation, regular penetration testing by independent firms, a Secure Software Development Lifecycle (SSDLC), and a SOC 2 Type II compliance program.

9.2 Business Continuity

BitLease maintains documented business continuity and disaster recovery plans, ensuring:

1. Resilience of critical systems and services;

2. Recovery time objectives appropriate for a financial services platform.

3. Regular testing of continuity and recovery procedures;

4. Protection of client data and assets in adverse scenarios.

9.3 Change Management

All changes to Platform systems, processes, and controls are subject to formal change management procedures, including risk assessment, testing, approval, and documentation.

10. Conduct of Business

10.1 Market Integrity

BitLease does not operate a market but maintains market integrity principles:

1. No price manipulation: Platform Reference Prices are determined by a documented, consistent methodology. BitLease does not manipulate prices for its own benefit.

2. No insider dealing: Information asymmetries between BitLease and its users are managed through comprehensive disclosure. Material non-public information is controlled through information barriers.

3. No conflicts of interest: Where conflicts of interest arise (e.g., BitLease as counterparty and platform operator), they are identified, managed, and disclosed. The Direct Counterparty structure is disclosed in the Terms of Service and explained in detail.

4. Anti-abuse measures: The Platform monitors for abusive patterns, including attempts to exploit pricing differences, manipulative Buyout strategies, and structuring.

10.2 Fair Dealing

BitLease applies fair dealing principles in all interactions:

1. Fair and transparent pricing;

2. Honest and non-misleading communications;

3. No unfair pressure or aggressive commercial practices;

4. Respect for client autonomy and informed decision-making;

5. Fair treatment of complaints and disputes.

10.3 Marketing and Communications

All marketing materials and public communications are fair, clear, and not misleading. They include appropriate risk warnings, do not promise or guarantee returns, clearly distinguish between factual statements and forward-looking projections, disclose the regulatory licensing status (in progress), label simulated data as simulated and illustrative examples as illustrative, and are subject to compliance review before publication.

10.4 Conflicts of Interest

BitLease identifies and manages conflicts of interest arising from its role as Direct Counterparty to both Clients and Lessors, platform operator and pricing authority, staking delegation agent, and subsidiary of 49G Holding (which provides technology and risk management).

Management measures include disclosure in the Terms of Service and this Statement, operational segregation, independent compliance oversight, Board-level review, and a documented conflicts of interest policy.

11. Accounting and Financial Reporting

11.1 Accounting Standards

BitLease prepares financial statements in accordance with International Financial Reporting Standards (IFRS) as applicable in ADGM. Key standards relevant to LTO operations include IFRS 16 (Leases) for the accounting treatment of the LTO structure, IFRS 9 (Financial Instruments) for the treatment of financial assets, expected credit losses, and hedge accounting, IFRS 15 (Revenue Recognition) for the recognition of fee income and contractual revenue, and IAS 37 (Provisions) for contingent liabilities and solvency obligations.

11.2 Lessor Reporting

Institutional Lessors receive standardized reporting packages designed to support compliant accounting treatment under IFRS 16, IFRS 9, ASC 842 (US GAAP), and applicable local standards.

11.3 Audit

BitLease’s financial statements are subject to annual audit by an independent external audit firm. Audit reports are available to regulators upon request.

12. Training and Competency

12.1 All Staff

All BitLease employees receive mandatory training covering AML/CFT obligations and red flag recognition, data protection and privacy, consumer protection and fair dealing, information security and cyber awareness, conduct of business and conflicts of interest, and whistleblowing procedures.

Training is provided at onboarding and refreshed annually, with role-specific modules for compliance, customer-facing, technology, and senior management staff.

12.2 Competency Assurance

BitLease ensures that all employees in compliance-critical roles possess appropriate qualifications, experience, and ongoing professional development. Fitness and propriety assessments are conducted for senior management and compliance roles.

13. Whistleblowing

BitLease maintains a confidential whistleblowing channel for reporting suspected financial crime, compliance failures, ethical violations, or misconduct. Reports may be made anonymously. Retaliation against good-faith whistleblowers is strictly prohibited and constitutes a disciplinary offense. The channel is accessible to all employees, contractors, and agents.

14. Independent Review

14.1 Internal Review
There are regular internal reviews of the compliance framework to determine its adequacy, effectiveness, and level of compliance. This is then communicated to the MLRO, Management, and the Board.

14.2 External Audit
There is an independent external audit of the compliance framework, which is carried out at least once every two (2) years, or more often depending on the relevant laws or recommendations arising out of internal reviews, or in response to significant events related to compliance.

14.3 Regulatory Examination Readiness
We ensure that our records, systems, policies, and controls are consistently kept in a state of readiness to accommodate inspections by relevant regulators.

15. Regulatory Cooperation

We cooperate fully and unconditionally with all relevant financial sector regulators, Financial Intelligence Units, law enforcement organizations, courts, and tribunals.

16. Continuous Improvement

Compliance is not static. BitLease commits to continuous improvement of its compliance framework through:

1. Monitoring regulatory developments across all jurisdictions of operation;

2. Incorporating lessons learned from internal monitoring, incidents, and industry developments;

3. Engaging with regulators, industry bodies, and peers on best practices;

4. Investing in compliance technology, training, and resources;

5. Regular Board-level review of compliance strategy and risk appetite;

6. Adapting to the evolving digital asset regulatory landscape.

17. Summary of Compliance Commitments

18. Contact

BitLease Technologies Ltd. A subsidiary of 49G Holding Ltd. Incorporated in Abu Dhabi Global Market (ADGM) Registered Address: Unit PC-1, Level 7, Al Maryah Tower, Abu Dhabi Global Market Square, Abu Dhabi, Al Maryah Island, United Arab Emirates

ADGM Registration No.: 34619

Website: www.bitlease.com