rTTOK Mirror Notes

Key Information

New Type of Offering

Given that this product differs from most campaigns on the Republic Europe platform, we urge all investors to read the information below and ensure you understand the terms in full before making your investment.

Distribution of Mirror Notes

For each £10 invested, you will receive 10 rTTOK Mirror Notes.

Redemption Events

The rTTOK Mirror Note will be redeemed on the earliest of the following events:

- IPO or listing on a US primary exchange
- An asset sale, a sale of the majority of the share capital (a change of control) in ByteDance, or the winding up of ByteDance.
- Winding up of RepublicX

Together, the ‘Liquidity Events’. There is no guarantee of returns or that a Liquidity Event will occur.

If none of the Liquidity Events take place, then the rTTOK Mirror Note will be redeemed at the maturity date - this will be 10 years from the date of entry into the Mirror Note investment documentation by Republic Europe (the ‘Maturity Date’). This will happen after the campaign closes and is subject to the terms of the Keepwell Agreement (see below).

The redemption amount payable on a Liquidity Event or on the Maturity Date is calculated by comparing the per-share value of ByteDance at the time with the current estimated per-share value, i.e the Reference Price as set out in the FAQ section (the ‘Redemption Price’). This will then be applied to your investment amount. Please note that no current, reliable, or audited valuation of the equity securities of ByteDance is publicly available.

The Redemption Price is calculated as follows:

1. On an IPO or direct listing of ByteDance on a US primary exchange, the Redemption Price will be the public closing price (measured after the typical lock-up period of 180 calendar days).

2. On an asset sale, a sale of the majority of the share capital (a change of control) in ByteDance, the winding up of ByteDance, or certain other transactions resulting in a public listing or monetisation of its equity interests, the Redemption Price will be the fair market value as of the date of such change of control or asset sale obtained from public disclosure (if available in an US Securities and Exchange Commission filing or failing that a ByteDance official press release in relation to the Redemption Event) or, if not publicly disclosed, obtained from an independent valuer.

3. On the winding up of RepublicX, the Redemption Price will be paid out where there are distributable proceeds, investors will be repaid their principal investment amount pro rata alongside other unsecured creditors in RepublicX.

4. On the Maturity Date, the Redemption Price will be the fair market value obtained from an independent valuer.

If there is an event of default under the Mirror Note which includes:

- Where RepublicX does not pay the Redemption Price within the timeframe set out in the Form of Note document (see Documents tab);
- If winding up proceedings are initiated by or brought against RepublicX and it is not resolved within 60 days; or
- There is a material breach under the rTTOK Mirror Note agreements that is not resolved within 30 days.
Then, your principal investment amount becomes repayable at the option of Republic Europe.

Republic Europe will act as nominee in relation to the investment under this rTTOK Mirror Note. As such, it will handle all the administration relating to the rTTOK Mirror Note, including ensuring the Redemption Price is paid when it becomes due. You do not need to take any action.

Tax

The tax treatment of the rTTOK Mirror Notes depends on your individual circumstances and may change. Further, amounts paid to you may be subject to withholding or other taxes (for example, US withholding tax). We do not provide tax advice. You should seek independent tax advice before investing.

Keepwell Agreement

OpenDeal Inc.(‘ODI’) has agreed under a Keepwell Agreement dated 11 August 2025 to make funds available to RepublicX should RepublicX require them to satisfy its obligations under the rTTOK Mirror Notes. To help ODI do this, they will seek to secure exposure to ByteDance common shares. If they cannot do this within 60 days of this campaign closing, RepublicX has a right to cancel the campaign.

General disclosures

rTTOK Mirror Notes are unsecured, unlisted debt instruments issued by RepublicX, a US entity within the Republic group. RepublicX are not authorised or regulated by the UK Financial Conduct Authority and are not covered by the Financial Services Compensation Scheme or the Financial Ombudsman Service.

rTTOK Mirror Notes are not issued by, sponsored by, or affiliated with ByteDance. ByteDance has not reviewed, endorsed, or participated in this offering in any capacity.

This product does not confer equity or ownership in ByteDance. Purchasing a rTTOK Mirror Note does not grant any legal or beneficial interest in ByteDance or its shares, nor any rights in respect of ByteDance, including voting rights, dividend entitlements, or access to company information.

rTTOK Mirror Notes are not traded on any public exchange. A secondary market may not exist, and transfers are restricted and permitted only in limited circumstances at the discretion of the Republic group.

Past performance is not a reliable indicator of future results. Any valuations, projections, or targets are speculative and not guaranteed.

This investment campaign is for informational purposes only and does not constitute investment, legal, or tax advice. You should seek independent professional advice before investing.

rTTOK Mirror Notes are available only to UK retail investors who meet Republic Europe’s categorisation and suitability criteria.