Cyber Security 1

Loan amount and availability

The loan, of in total €750,000, is arranged by Ivo van Laar Beheer B.V (not a shareholder in the Company) and shall be made available for the Company by the 15th of January, 2024.

Key loan terms
The loan matures on 31st of July, 2024. Interest shall be set at ten (10) per cent per annum from availability, with interest capitalising on the last day of every month, starting February 29th, 2024 (each an “Interest Capitalization Date”). Interest shall be paid by the Company on each Interest Capitalization Date through either cash payment or by a directed set-off issue of new ordinary shares (or a combination thereof), as decided by the lender and notified to the Company within forty-five (45) business days before each Interest Capitalization Date (where otherwise payment by way of new shares shall be the default arrangement).

The subscription price for interest shares shall be equal to 90 per cent of the volume weighted average price (VWAP) for the Company’s shares on Nasdaq First North Growth Market during thirty (30) consecutive trading days immediately preceding the relevant Interest Capitalization Date.

The lender shall, up to and including the 31st of January 2024, on one or more occasions, be entitled to request repayment of the loan against the receipt of new ordinary shares being issued by the Company, with a subscription price for each such new share of €0.015 (“Principal Equity Repayment”). From the 1st of February 2024 onwards, to thirty (30) days prior to the maturity date, the lender can give notice to the Company on the execution of a Principal Equity Repayment where share subscription price shall be 90 percent of the VWAP during the first thirty (30) consecutive trading days after the lender’s notice, however never less than €0.015.

The loan may be prepaid by the Company, fully or partly, at any time, where interest shall accrue up until prepayment, without any added premium or penalty. No arrangement fees or any other fixed fees of any kind shall apply to the loan arrangement.

Security arrangements
As security for the loan, the Company pledges shares in the subsidiaries Trinexia South Africa (TRSA) and Trinexia Africa (TAD) up to a value equal to the loan amount plus 30%.

Loan purpose
The loan is enabling the Company to further accelerate key strategic growth initiatives.