Carbonsink, expression of interest - RMK Proposals for Negotiations on Carbon Credit Financial Instrument

ANNEX 01 - South Pole Advisory - General Terms and Conditions of Services (“GTC”)

These GTC, together with a Statement of Work (SOW) and the terms of the Email Confirmation, form a binding contract between South Pole and the Client.

1. TERM The term of this Agreement will commence upon the Effective Date of this Agreement and, unless terminated earlier in accordance with Clause 16, will continue until the Expiry Date. 2. PROVISION AND TERMS OF SERVICES In consideration of the mutual covenants contained herein, South Pole agrees to provide, and the Client agrees to pay for, the Services under the conditions set out in the Agreement. The SOW shall be read in conjunction with provisions of the GTC. In case of conflict between provisions of the GTC and provisions of the SOW, the SOW shall prevail. 3. STANDARD OF PERFORMANCE South Pole will perform the Services: (a) with due care and skill and in a manner consistent with industry practice; (b) in compliance with applicable laws and regulations; and otherwise, (c) on the terms of this Agreement. 4. SOUTH POLE PERSONNEL With reasonable notice to the Client, South Pole may change the composition of the advisory team. Any change to the composition of the advisory team shall not negatively impact the continuity of the Services or South Pole’s performance of the Agreement overall. 5. CLIENT OBLIGATIONS The Client agrees that: (a) it will reasonably cooperate with South Pole and will not restrict South Pole’s performance of its obligations under this Agreement in any way; (b) it will use its best efforts to provide all data, documents and information required by South Pole in accordance with the timeline in the SOW (or otherwise in a timely manner) and in any format described in the SOW; (c) South Pole will have access to the Client’s personnel as reasonably

requested by South Pole to perform the Services; it shall comply with all applicable laws and regulations; (d) it shall comply with South Pole’s Code of Conduct; and (e) it shall cooperate in good faith with South Pole to complete all required know-your-customer (KYC) and sanctions screening procedures to South Pole's satisfaction. If the KYC process has not been completed by the Effective Date, the Client shall promptly provide all information and documentation reasonably requested by South Pole to complete KYC following the Effective Date, if required. 6. VARIATIONS 6.1. If either Party requires a variation to the Services, then this variation, including any change to the timeline, the price and any other relevant matter, shall be agreed upon in writing. 6.2. A variation may not be implemented without written agreement between the Parties. If the Parties cannot agree upon the conditions of a variation pursuant to Clause 6.1, including if the variation is not feasible in South Pole’s sole opinion, then South Pole will continue to provide the Services as previously agreed. 6.3. If the Client’s acts or omissions has a material impact on the Services, including acts or omissions in breach of Clause 5, then, in addition to any other rights or remedies available to South Pole, and notwithstanding Clause 6.1, South Pole is entitled to charge the Client additional fees as required to complete the Services, acting reasonably. 6.4. Notwithstanding any other part of this Agreement, if the Client requests a significant or material variation to the Services (i.e. such that the Services are “rescoped” in their entirety in South Pole’s reasonable opinion), South Pole reserves the right to charge the Client its reasonable costs incurred in preparing (a) a proposal for that rescoping, and (b) a new SOW for execution by the Parties. 7. FEES

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7.1. In consideration of the provision of the Services by South Pole, the Client shall pay the Fees. The Fees will be charged by means of an invoice sent by South Pole to the Client. Payments shall be made by the Client within 10 Business Days of the invoice date (the “Payment Due Date”), without any rights of setoff, deduction or withholding. 7.2. If the Fees are not paid by the Payment Due Date, then, without prejudice to South Pole’s other rights or remedies in this Agreement or under law: (a) the Client shall be liable to pay interest on the overdue amount at an annual rate equal to the risk free rate applicable to the Fees currency plus 3% compounded monthly from and including the Payment Due Date to and excluding the actual date of payment; and (b) South Pole may suspend all further performance of the Services until the Fees are paid and if not paid, South Pole may exercise its termination right in Clause 16.1. 7.3. In the event an invoice is disputed by the Client, and reasonable evidence substantiating that dispute is adduced by the Client, both Parties shall reasonably cooperate to resolve the dispute within ten (10) Business Days. If the dispute is not resolved within this time, each Party shall escalate to their respective chief executives to finally resolve the matter. The Client agrees it shall pay South Pole’s invoice regardless of any dispute within the subject of this Clause, where South Pole may later reimburse a disputed amount (or any portion thereof) to the Client if that is the outcome agreed between the Parties acting reasonably. 7.4. Unless the Client is otherwise informed by South Pole, the provisions of Clause 7 shall apply mutatis mutandis to an invoice for any additional fees charged pursuant to Clause 6.3 or 6.4.

8. TAXES 8.1. All amounts referred to in this Agreement are exclusive of any applicable taxes chargeable on the supply of the Services. 8.2. If a supply made under or in connection with this Agreement is a taxable supply such that GST, or VAT (or equivalent tax) applies, then: (a) the Client shall pay South Pole an amount equal to the total GST or VAT for the supply, in addition to and in the same manner as the consideration otherwise payable

under this Agreement for that supply; (b) and South Pole will provide the Client with a tax invoice for the supply in accordance with the laws of the applicable jurisdiction. 8.3. Other than VAT or GST, each Party will cause all royalties, taxes, duties and other sums (including any stamp duty, other documentary taxes, climate change levy or other environmental tax or levy) legally payable by that Party arising in its own jurisdiction in connection with this Agreement to be paid. 8.4. In the event that South Pole is required by law to pay any tax that is properly for the account of the Client, Client will promptly indemnify or reimburse South Pole in respect of such tax. 8.5. The Parties acknowledge and agree that any applicable withholding tax shall be borne by Client. In the event that Client is required by law to withhold any tax, Client will inform South Pole in advance for South Pole to add it to the invoice, so that the Fees paid to South Pole is the one defined in the Agreement.

9. CONFIDENTIALITY 9.1. Each Party receiving Confidential Information (“Receiving Party”) of the other Party (“Disclosing Party”) undertakes that, except with the prior written consent of the Disclosing Party, it shall: (a) use the Confidential Information of the Disclosing Party only for the purposes of exercising rights or performing obligations in connection with this Agreement; (b) disclose the Confidential Information only to persons that have a need to know such information in the course of their duties, including the Receiving Party’s, or its Affiliates’, directors, employees, contractors or professional advisors; (c) prevent disclosure of the Confidential Information to any other third party; and (d) treat and maintain in full confidence all Confidential Information in accordance with all applicable laws and regulations. 9.2. The obligations of confidentiality in Clause 9.1 do not apply where such information: (a) was previously known to the Receiving Party; (b) was in the public domain or becomes generally available to the public through no fault of the Receiving Party; (c) was rightfully in the Receiving Party’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to the Receiving

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Party; (d) is required to be disclosed by applicable law or a court or government agency, as long as the Receiving Party discloses the minimum amount of information required, and, before disclosing, gives a reasonable amount of notice to the Disclosing Party and takes all reasonable steps to maintain such Confidential Information in confidence. 9.3. Upon termination or expiry of this Agreement and if requested by the Disclosing Party, the Receiving Party agrees to return to the Disclosing Party or destroy the Confidential Information that is in the possession of the Receiving Party. Notwithstanding the foregoing, each Party shall be permitted to retain copies of the other Party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and neither Party will be required to search archived electronic back-up files of its computer systems for the other Party’s Confidential Information in order to purge the other Party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will: (a) remain subject to the confidentiality obligations and restrictions contained in this Agreement; (b) will be maintained in accordance with the Receiving Party’s document retention policies and procedures; (c) not be used for any other purpose except as specifically permitted herein; and (d) may be used by the Receiving Party in the context of further agreements between the Parties where the Receiving Party is contracted to perform similar services to those under this Agreement, provided that such use is consistent with the confidentiality obligations of this Agreement. 9.4. The Client agrees that South Pole may use or disclose the Client’s Confidential Information (or other information provided by the Client under this Agreement) so that it may: (a) develop and improve South Pole’s tools, technologies, services and deliverables; or (b) generate data analysis and insights (including statistics, trends and industry benchmarking), provided that South Pole must first anonymise the information prior to such use or disclosure, or otherwise obtain the Client’s prior written consent in the event the Client is identifiable by third parties. 9.5. The Receiving Party acknowledges that

damages alone will not be an adequate remedy for the breach of its obligations under this Clause and that the appropriate remedies for such a breach or threatened breach shall include, at the election of the Disclosing Party, orders for specific performance and injunctive relief, in addition to all other remedies available at law or in equity. 9.6. The obligations of confidentiality under this Clause shall apply during the term of this Agreement and shall survive notwithstanding the termination of this Agreement for any reason whatsoever and continue in force indefinitely.

10. INTELLECTUAL PROPERTY 10.1. All Background Intellectual Property rights of a Party shall remain vested in that Party (or its licensor, where applicable). Other than as provided in this Clause 10, nothing contained in this Agreement shall be construed as transferring any right, title or interest in either Party’s Background Intellectual Property. 10.2. Unless otherwise specified in the SOW, and subject to Clause 10.4, the Intellectual Property rights in any Deliverables created under this Agreement shall be the sole and exclusive property of the Client, and South Pole hereby assigns to the Client all right, title and interest in that material on payment of all the Fees under this Agreement by the Client, where the Parties agree that: (a) until payment is received in full, South Pole shall retain ownership of the Intellectual Property (notwithstanding any prior delivery of the relevant material); (b) if material is delivered prior to payment, the Client shall be granted a worldwide, non-transferable, non-exclusive, royalty free, fully paid up, licence to use that material for the purposes of, and in accordance with, the Agreement, for the period until the Fees are paid in full; and (c) in the event payment is not received, and South Pole exercises its rights under Clause 16.1 as a consequence, then the licence described in Clause 10.2(a) will terminate automatically on termination of the Agreement and the Client shall forthwith return all materials provided by South Pole and delete, destroy or expunge all copies thereof in whatever format. 10.3. The Client hereby grants to South Pole a

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worldwide, non-exclusive, royalty free, fully paid up, perpetual, irrevocable licence to use, adapt or modify the Client’s Background Intellectual Property and the Deliverables insofar as: (a) it is required for South Pole to perform the Services under this Agreement or exercise its rights under clause 11; and/or (b) that property may subsist in the information described in Clauses 9.3, 9.4 or 11.1. 10.4. Upon the transfer of ownership of Intellectual Property pursuant to Clause 10.2, and to the extent that any of South Pole’s Background Intellectual Property is incorporated or contained in a Deliverable under this Agreement, South Pole hereby grants to Client a worldwide, non-transferable, non-exclusive, royalty free, fully paid up, perpetual, irrevocable licence to use South Pole’s Background Intellectual Property within the Deliverables solely for the purposes of, and in accordance with, the Agreement.

11. MARKETING DISCLOSURE 11.1. South Pole may disclose the existence of this Agreement and South Pole’s role as the Client’s services provider (hereafter a “Marketing Disclosure”), and use the Client’s registered and unregistered marks, logos, commercial and legal names (hereafter “Marketing Information”) to this effect, subject to the following: (a) within case studies and credentials included in confidential commercial proposals to third parties: subject to no prior approval from the Client; or (b) in South Pole’s marketing materials, website materials and any other information pamphlet or promotional document on any medium or format: subject to the Client’s prior written approval, such approval shall not be unreasonably withheld or delayed. 11.2. Other than in relation to commercial proposals within the subject of Clause 11.1(a) previously submitted by South Pole, any permission granted by the Client hereunder may be revoked with reasonable written notice to South Pole. 11.3. Any Marketing Disclosure will be limited to statements of fact, be consistent with applicable laws and regulations, and Marketing Disclosures that may result in creating an impression of an affiliation or representation between the Parties are not authorised.

12. DATA PROTECTION 12.1. Each Party acknowledges and agrees that, other than individuals’ names and the contact information of a Party’s Data Subjects that may become known to the other Party in its performance of this Agreement, no other Personal Data shall be shared by either Party under this Agreement, including, without limitation, within the information provided by the Client to South Pole pursuant to Clause 5(b). 12.2. Subject to Clause 12.1, each Party shall act solely as a Controller of its own Personal Data and shall not be deemed a Processor of the Personal Data processed by the other Party. Each Party shall be responsible for ensuring compliance with the Data Protection Legislation concerning its own Personal Data. 12.3. In the event that one Party is required to process Personal Data on behalf of the other Party, a separate Data Processing Agreement (DPA) shall be executed to delineate the terms and conditions governing such processing, including obligations under the Data Protection Legislation and security measures. 12.4. The Parties mutually undertake to comply with the Data Protection Legislation insofar as it applies to the Services, this Agreement and any applicable information disclosed or received under it.

13. DISCLAIMER AND LIMITATION OF LIABILITY 13.1. South Pole’s total liability under or in connection with this Agreement, however arising, shall be limited to the total amount paid under this Agreement. This limit shall not apply to any liability which cannot legally be limited, including liability for death or personal injury or fraud. 13.2. Neither Party shall be liable for any loss of income, loss of profits, loss of business, loss of anticipated savings, loss or damage to goodwill or for any indirect or consequential loss. 13.3. South Pole’s Services are provided on an “as is” basis, therefore, to the fullest extent permitted under law, South Pole disclaims: (a) all warranties, whether express, implied or statutory, including any and all warranties of merchantability, fitness for a particular purpose, accuracy of results, or otherwise

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arising from a course of dealing or reliance; and (b) any implied or express warranties, and any liability, with respect to any communication guidance given and the Client’s reliance on such guidance in making, or refraining from making, any claim or decision. 13.4. The Parties agree that the Services provided and any Deliverables produced do not, and are not intended to, constitute legal, financial or tax advice, and the Client agrees that it shall not be treated as a substitute for specific legal advice from an attorney licensed to practice law in the Client’s applicable jurisdiction, and it shall not be relied upon as proof of present or future compliance with any laws, codes or regulations. 13.5. Unless specified otherwise in the SOW, no part of South Pole’s Services or Deliverables may be used in any regulatory filings or as part of the Client’s reporting to any Climate Standard or other regulatory authority.

14. NON-SOLICITATION 14.1. During the term of this Agreement and for twelve (12) months after its termination or expiry, the Client agrees not to, without the prior written consent of South Pole, directly or indirectly, on its own account or on the account of any other person, personally or through any Affiliate: (a) solicit, induce, or in any manner attempt to solicit or induce, any director, officer or employee of South Pole or of any of its Affiliates to leave his or her employment with South Pole or of any of its Affiliates; or (b) hire, engage, employ or make an offer to hire, engage or employ, as an employee, consultant, advisor, representative, agent, independent seller, partner or for any other service, any of the employees of South Pole or of any of its Affiliates. 14.2. The non-solicitation provisions in Clause 14.1 shall not apply to any hire, employment or engagement arising in response to a genuine job advertisement in the public domain. 14.3. In case of a breach of any of the non-solicitation provisions set out in Clause 14.1, South Pole shall be entitled to seek judicial enforcement and/or indemnification of each breach of the said provisions. 15. FORCE MAJEURE

15.1. Should either Party be impeded wholly or in part from fulfilling any of its obligations under the Agreement for reasons of Force Majeure, such obligation shall be suspended to the extent and for as long as such obligation is affected by Force Majeure and the impeded Party shall be entitled to such extension of time as may be reasonably necessary. 15.2. The impeded party shall notify the other Party of the existence and date of beginning of an event of Force Majeure that is likely to impede its performance under the Agreement within five (5) Business Days after having obtained knowledge of any such event. 15.3. The Parties shall consult with each other with a view of determining any further appropriate action if a condition of Force Majeure is to continue after twenty (20) Business Days from the date of giving notice thereof. Neither Party shall be liable for damages on account of a Force Majeure. 15.4. The non-impeded Party shall be entitled to terminate such part of the Agreement that remains unfulfilled, if the Force Majeure continues for more than three (3) months from the date of giving notice thereof.

16. TERMINATION Either Party shall have the right to terminate this Agreement and any SOW immediately by written notice to the other if the other Party: (a) commits any material breach of any of its obligations under this Agreement and fails to remedy such breach within fourteen (14) Business Days after written notice has been given by the Party requiring such remedy; (b) experiences an Insolvency Event; (c) becomes prohibited by law or any order from any regulatory body or government authority from performing this Agreement; or (d) breaches any applicable laws, including, without limitation, anti-corruption and anti-bribery laws and regulations or the laws referred to in Clause 12.4. 17. NOTICES 17.1. Any notices and other correspondence under this Agreement shall be in writing and shall be deemed to have been received by a party: (a) if delivered by hand or courier, on the day of delivery; or (b) if posted, on the 5th Business Day after being

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mailed; or (c) by email, the day of receipt if before 17:00 hours on a Business Day; or the next Business Day if after 17:00 hours, in each case as per the recipient's time. 17.2. All such notices and other communications shall be addressed to the individuals described in the SOW. 17.3. Any claim form, application notice, pleadings, judgment, order or other notice of legal process relating to this Agreement shall be served: (a) in the case of the Client, at its physical address as specified in the SOW; and (b) in the case of South Pole, at Business Cube - 43 Worship Street, Floors 4th, London WC1X 8QB, for the attention of the Group General Counsel. 17.4. A Party may amend its physical or email address specified above on five (5) Business Days’ written notice to the other Party.

18. GOVERNING LAW AND DISPUTE RESOLUTION 18.1. This Agreement shall be governed and construed in all respects in accordance with the laws nominated in the SOW and each Party irrevocably submits to the courts of that jurisdiction. 18.2. In the event of any dispute or difference arising out of or in connection with or in relation to this Agreement, including any question regarding its existence, validity or interpretation of this Agreement or any of its provisions, both Parties shall endeavour to first settle the dispute informally by agreement between the Parties. Both Parties shall always act in good faith and co-operate with each other to resolve any disputes. 18.3. If the Parties do not resolve their dispute within sixty (60) days, then the dispute shall be settled by final and binding arbitration in the venue agreed by the Parties in, and pursuant to the rules agreed under, the SOW.

19. MEDIA CORRESPONDENCE Notwithstanding anything to the contrary contained in this Agreement, the Client shall refrain from publishing or providing comment to the media or in respect of any media queries of any nature whatsoever relating to this Agreement, the Services or South Pole (“Media Statement”), without the prior

written consent of South Pole. If South Pole consents to the publication of a Media Statement, the Parties will collaborate n the preparation of such Media Statement, and South Pole shall be entitled to: (a) amend the Client’s proposed statement; (b) propose its own statement for use; or (c) request that the media contact in question be directed to South Pole for further liaison. 20. GENERAL 20.1. RELATIONSHIP BETWEEN THE PARTIES Nothing in this Agreement is intended to create an employer/employee, principal/agent, partnership, joint venture, or any other type of arrangement or enterprise between South Pole and the Client, other than that of an independent contractor providing Services to the Client. 20.2. AMENDMENTS This Agreement may only be amended with the written consent of the Parties hereto. 20.3. ASSIGNMENT Neither Party shall assign its rights, interests, or benefits, or transfer or novate its obligations or liability under this Agreement to any third party without the prior written consent of the other Party. Notwithstanding the aforesaid, South Pole may assign, transfer or subcontract this Agreement, or the benefits or obligations thereof or any part thereof, to an Affiliate of South Pole without the prior written consent of the Client. 20.4. SEVERABILITY If any term, provision, stated alternative, clause or paragraph of this Agreement shall be void, invalid, illegal or unenforceable for any reason whatsoever, such term, provision, stated alternative, clause or paragraph shall be severable and shall not affect the enforceability or otherwise of any other term, provision, stated alternative, clause or paragraph of this Agreement. 20.5. SURVIVAL The provisions of this Agreement relating to payment, intellectual property, confidentiality, limitation of liability, governing law and dispute resolution shall survive notwithstanding the termination or expiry of this Agreement for any reason whatsoever and continue in force indefinitely. 20.6. ENTIRE AGREEMENT

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This Agreement embodies the whole and only agreement of the Parties in relation to its subject matter, and no prior or contemporaneous oral or written agreement or understanding shall be deemed to constitute a part of this Agreement, unless expressly referred to herein, or attached hereto, or specifically incorporated by reference herein. The Annexes to this Agreement constitute integral parts of this Agreement and shall therefore be deemed part of this Agreement. 20.7. COSTS Each Party bears its own costs in relation to the preparation, negotiation, signing and performance of this document. 20.8. FURTHER ASSURANCES Each Party must do all things reasonably necessary to give effect to this Agreement. 20.9. ELECTRONIC AGREEMENT The Parties agree that this agreement was entered wholly through electronic means and, for the avoidance of any doubt, that such electronic exchange comprises a valid and binding agreement. 21. DEFINITIONS In these GTC all capitalised terms shall have the meaning set forth below: Affiliate. Means any entity that now or in the future, directly or indirectly controls, is controlled with or by or is under common control of a Party. For purposes of the foregoing, “control” shall mean fifty percent (50%) or more ownership interest in said entity, or the power to direct the management of such entity. Agreement. Refers to the binding agreement between the Client and South Pole, comprised of these GTC, the Statement of Work and the Email Confirmation. Background Intellectual Property. Means Intellectual Property of a Party that is independently created by that Party (or is licensed to that Party) and which is either in existence prior to the Effective Date or comes into existence other than in connection with this Agreement. Business Day. Means a day on which banks are open for general business in the jurisdiction in which South Pole is incorporated. Client. Means the legal entity that enters into this Agreement with South Pole.

Climate Standard. Means a standard (within the Client’s jurisdiction or globally) which permits or requires the Client to report climate-related information on a voluntary or mandatory basis, and includes the Australian Sustainability Reporting Standard, Climate Disclosure Standard Board, the Global Reporting Initiative, Corporate Sustainability Reporting Directive, rules implemented by the Securities and Exchange Commission and the Carbon Border Adjustment Mechanism, among others. Code of Conduct. Means the South Pole Third-Party Code of Conduct available at the following URL (and as amended from time to time): https://www.southpole.com/third-party-code-of-co nduct Confidential Information. means any and all proprietary information (whether or not marked confidential) in any form (whether or not patentable), provided or disclosed (whether or not purposefully), or otherwise discovered by a Party through use of the other Party’s proprietary information, including, without limitation, business and process information, trade and business secrets, financial information, marketing and sales information, client and customer information, valuation information, technical information and know-how, computer files, computer printouts, computer programs (in any form), drawings, specifications, formulas, sketches, design details, ideas, evaluations, findings, methods, processes, descriptions, specifications, works of authorship, inventions, research and scientific information or data, unpublished patent applications, and any other information, materials, or data that are of a proprietary nature. Controller. Has the meaning in the Data Protection Legislation, where applicable. Data Protection Legislation. Means either the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018 (UK) or the Privacy Act 1988 (Cth), whichever applies, or if none apply, any other data protection legislation applicable in the relevant location. Data Subject. Has the meaning in the Data Protection Legislation, where applicable. Deliverables. Means the material developed by South Pole in the performance of this Agreement as

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described in the SOW. Effective Date. Means the date of the Client’s email acceptance in the Email Confirmation. Email Confirmation. Means the electronic mail exchange between the Client and South Pole in terms of which: (i) South Pole offered the Services to the Client, subject to the terms of the GTC; and (ii) the Client accepted the aforesaid offer unconditionally. Expiry Date. Means the expiry date in the SOW. Fees. Means the fees payable for the Services described in the amounts described in the SOW. Force Majeure. Means any circumstance or condition beyond the reasonable control of either Party that impedes performance of the obligations herein, including, without limitation, strikes, lockouts, riot, invasion, war, civil commotion, malicious damage or any overriding emergency procedures, accident, fire, explosion, terrorism, sabotage, flood and storm, earthquake, subsidence, other natural disaster, or the introduction of national or international regulations making it impossible for a Party to perform this Agreement. Insolvency Event. Means any of the following events: (i) a controller is appointed over a Party (or any of a Party’s property); (ii) a Party enters into liquidation, administration, or otherwise becomes an insolvent under administration within the meaning of the applicable laws; (iv) a Party commits an act of bankruptcy; (v) a Party is unable to pay its debts when they become due and payable; or (vi) a Party ceases to carry on business. Intellectual Property. Means all industrial and intellectual property rights throughout the world, and includes any copyright, moral right, patent, registered or unregistered trademark, registered or unregistered design, trade secret, knowhow, trade or business or company name, indication or source or appellation of origin or other proprietary right, or the right of registration of such rights. Party or Parties. Means South Pole or the Client or both as the context requires. Personal Data or Personally Identifiable Information. Has the meaning in the Data Protection Legislation, as applicable. Processor. Has the meaning in the Data Protection Legislation, where applicable. Services. Means the services to be delivered by

South Pole as described in the SOW. South Pole. Means the South Pole legal entity that entered this Agreement with the Client. Statement of Work (SOW). Means the document describing the Services, Deliverables, timelines, fees, assumptions and other related particulars, and which was an attachment to the Email Confirmation, along with these GTCs. 22. INTERPRETATION 22.1. Unless otherwise specified, references to clauses are to clauses of the Agreement, references to legal provisions are references to such provisions as in effect from time to time use of a gender includes any gender and use of the plural includes the singular and vice versa where the context requires. 22.2. Where any number of days is to be calculated from a particular day, such number shall be calculated as excluding such particular day and commencing on the next day. If the last day of such number so calculated falls on a day which is not a Business Day, the last day shall be deemed to be the next succeeding day which is a Business Day. 22.3. Any reference to days (other than a reference to Business Days), months or years shall be a reference to calendar days, months or years, as the case may be. 22.4. Expressions defined in this Agreement shall bear the same meanings in schedules or annexures to this Agreement which do not themselves contain their own conflicting definitions. 22.5. The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. 22.6. Any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement. Any reference in this Agreement to any other agreement or document shall be construed as a reference to such other agreement or document as same may have been, or may from time to time be, amended,

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varied, novated or supplemented. 22.7. The words “include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word/s and “including” shall mean “including, without limitation”. 22.8. Any rule of contractual interpretation requiring that this Agreement be interpreted against the Party primarily responsible for its drafting, shall not apply.

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ANNEX 02 - (template) Statement of Work – Email Agreement South Pole Client

Carbonsink Group Srl Piazza Giulio Beverini, 4, 19121 La Spezia (SP) – Italy VAT: 01336740111 REA: SP-120313 hereinafter called ‘South Pole’

[Client name] [Client address] [Insert Client Company Number [#and VAT number where applicable] hereinafter called ‘Client’

Preamble

This Statement of Work (“SOW”) is entered into and made a part of the agreement between Client and South Pole, entered into by the Parties by means of digital exchanges, in which the Client accepted the General Terms and Conditions (“GTC”) of Services Agreement. All capitalized terms not defined in this SOW have the respective meanings set forth in the GTC. To the extent that the terms of this SOW conflict with any of the terms of the Agreement, then this SOW shall prevail.

1. Services [Add description of services]

2. Estimated milestones and Expiry Date (Clause 1 of the GTC)

Estimated delivery milestones: [insert estimated milestone dates, if applicable] Expiry Date: [insert]

3. Assumptions [#choose as applicable]a) Timelines, completion dates and total fees are contingent on the timely provision of data by

the Client, in requested formats, and collaboration with South Pole’s consultants as-needed for clarification or follow-ups.

b) Substantive changes to the scope of data collection, review, or timeline to receive data may impact the delivery date or budget required.

c) This SOW includes fortnightly updates to the project team. d) This SOW does not include stakeholder identification or management, including

stakeholder engagement, outside of the proposed working package. e) This SOW does not include any updated reports or presentations to wider audiences unless

specified; this includes executive presentations. f) This SOW includes one round of review per deliverable. Additional rounds of review other

than those specified will incur additional costs. g) This SOW does not include sharing of any licensed or proprietary emission factors used by

South Pole to create the deliverables. Intellectual property rights of each Party, where applicable, shall be managed in accordance with the terms of the Agreement.

h) The fees in this SOW assume that the data will be provided by the Client within South Pole's templates, whenever applicable. Data collection milestones will be agreed during the kick-off meeting. Should a different format, timeline, or process for data collection be required by the Client, this may result in additional fees.

i) This SOW is based on the versions of any applicable standards, for example the Greenhouse Gas Protocol, WBCSD Guidance on Avoided Emissions and Science Based Target initiative’s criteria, in force at the Effective Date. In the event that any updated standard requires additional work from South Pole in order to comply with the changes and its obligations to the Client under the Agreement, this will be priced as additional services.

j) Any variation to the services, fees or timeline as contemplated in this Item 3 shall be

ANNEX 02 - South Pole (template) Statement of Work – Email Agreement

implemented pursuant to Clause 6 of the Agreement. k) The Client agrees it has sought, and is solely responsible for obtaining, appropriate legal

advice with respect to any particular legal matter and the accuracy, completeness or relevance of any given communication guidance.

4. Deliverables:

a) [Report 1 (format)] b) [Report 2 (format)] c) [Report 3 (format)]

5. Fees (Clause 7 of the GTC)

[FIXED PRICE BASIS]  The fees listed below exclude any travel and out-of-pocket expenses. Furthermore, any and all amounts expressed as being payable pursuant to this Agreement are exclusive of any applicable taxes.

Work Phase and Tasks Est. Total (EUR)

[add phase/task] [add fee]

[add phase/task] [add fee]

Total  6. Invoicing and payment schedule (Clause 7 of the GTC)

a) [insert % (at least 30% at first instance)] of the Fees shall be invoiced upon execution of the Agreement;

b) [insert %] of the Fees shall be invoiced upon delivery of [insert deliverable name] c) [insert %] upon delivery of [insert deliverable name] d) [insert any additional milestones as needed – particularly if a longer engagement and we

need more than three milestones] Payment terms shall be those set out in the GTC.

7. Contact information for notices (Clause 17 of the GTC) a) South Pole:

Group General Counsel: [email protected] with copy to: [INSERT SALES MANAGER] [TYPE IN ADDRESS] Email: [[email protected]]

b) Client: [INSERT CONTACT NAME] [TYPE IN ADDRESS] Email: [TYPE IN EMAIL]

8. Jurisdiction and dispute resolution (Clause 18 of the GTC)

a) Governing law: [#insert SP entity country of incorporation, except in the case of Swiss law – please use England and Wales]

b) Dispute resolution body, rules and location: [insert based on the drafting note, or otherwise on the advice of legal counsel]

9. Special Conditions

a) [#insert alternative IP condition]

ANNEX 02 - South Pole (template) Statement of Work – Email Agreement

b) [#insert alternative drafting on reporting under mandatory or voluntary climate standard] c) [#insert any other condition which deviates from GTCs]

ANNEX 02 - South Pole (template) Statement of Work – Email Agreement

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ANNEX 03

Environmental Project Development and Certificate Purchase Option Agreement This Agreement is made on [DATE] (“Effective Date”) between: [SP ENTITY NAME], a company organised and existing under the laws of [COUNTRY], with its registered office at [ADDRESS], incorporated under number [NUMBER] (“South Pole”), and [PROJECT PARTNER NAME], a company organised and existing under the laws of [COUNTRY], with its registered office at [ADDRESS], incorporated under number [NUMBER] (the “Project Partner ”), together, the “Parties” and individually referred to as the “Party”.

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Table of content 2

Preamble 3

Part 1 - Specific terms and conditions 4

Part 2 - Interpretation and Definitions 7

Part 3 - General Terms and Conditions 10

Purpose of the Agreement 10

Development of the Project 10

Purchase Option and Exclusivity Rights 12

Delivery 12

Payment 13

Representations and Warranties 13

Audit 14

Events of Default and Available Remedies 14

Force Majeure 15

Change in Circumstances 15

Indemnification 15

Limitation of Liability 15

Governing law and disputes 16

Miscellaneous 16

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Preamble

WHEREAS South Pole is a private company which develops and finances projects around the world that reduce carbon emissions, protect biodiversity, and bring real benefits for local communities. The Project Partner is [ACTIVITY OF THE PROJECT PARTNER TO BE DESCRIBED]. South Pole and Project Partner have agreed to engage in the development of a Project in order to generate Certificates. The Parties have decided to enter into this Environmental Project Development and Certificate Purchase Option Agreement (“Agreement”) in order to define (i) the role and responsibilities between the Parties for the development of the Project and the generation of Certificates; (ii) the call option and exclusivity rights granted to South Pole in relation to the Certificates; (iii) the purchase and Delivery of the Certificates and the subsequent payment(s) by South Pole to the Project Partner in consideration for Certificates. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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Part 1 - Specific terms and conditions

A. Project Name and Project Description:

TYPE IN NAME TYPE IN REGISTRY NUMBER, TECHNOLOGY TYPE IN EXACT LOCATION OF PROJECT, INCL. COORDINATES

B. Standard XXXX Should international rules change and new mechanism(s) be established with the objective of generating or issuing greenhouse gas emissions reductions (New Mechanism) that could be subject to commercial transactions, or should South Pole identify different standards that could apply to the Project, the Parties agree that the rights applicable to Certificates under this Agreement shall apply mutatis mutandis to said New Mechanisms or to certificates generated under said new standards. The above shall not be interpreted as entailing an increase in the expected Certificate Reselling Price.

C. South Pole’s Share

means the share kept by South Pole and shall be equal to the Certificate Reselling Price times xx% (OR) means the share kept by South Pole and shall be equal to the Certificate Reselling Price times 100% for the first xx Contracted Certificates Delivered each year and xx% for any Contracted Certificates Delivered thereafter.

D. Third-Party Fees Shall be borne by the Project Partner, including taxes, fees, costs or other expenses in connection with the registration of Certificatesthat South Pole has informed the Project Partner that it will not purchase, shall be covered by Project Partner.

E. Communications a. For the performance of the Agreement South Pole: NAME OF THE PM Portfolio Manager SOUTH POLE ENTITY. OFFICE ADDRESS CITY Tel: +CELL PHONE NUMBER Email: EMAIL

Project Partner: NAME OF THE COMPANY REPRESENTATIVE TITLE OR ROLE NAME OF THE COMPANY ADDRESS CITY COUNTRY Tel: +MOBILE NUMBER Mobile: +CELL PHONE NUMBER Email: EMAIL

b. For the legal notice

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South Pole: Legal Department SOUTH POLE ENTITY. OFFICE ADDRESS CITY COUNTRY Email: [email protected]

Project Partner: NAME OF THE COMPANY REPRESENTATIVE TITLE OR ROLE NAME OF THE COMPANY ADDRESS CITY COUNTRY Email: EMAIL

F. Project Schedule

Vintage Expected Verification date Expected Certificates (tCO2e)*

2026 [TYPE IN DATE] [NUMBER]

2027 [TYPE IN DATE] [NUMBER]

2028 and all further years in which the Project generates Certificates until the expiration of the Term.

[TYPE IN DATE] [NUMBER]

* All quantities are expressed in metric tons of Carbon Dioxide Equivalent.

G. Term

The term of this Agreement will commence upon the Effective Date and will remain in force for [NUMBER OF YEARS] years, unless terminated earlier in accordance with the terms of this Agreement.

H. Exclusivity Period

From the Effective Date and during TYPE IN THE NUMBER OF MONTHS/YEARS months/years from completion of the Verification of the relating Certificates.

I. Payment Due Date South Pole shall pay Project Partner for Delivered Certificates within sixty (60) days from the latest of: ● Delivery of Contracted Certificates, ● Receipt of an invoice containing all necessary details from the Project Partner. J. Payment instructions All payments shall be made in Euro. Project Partner’s nominated bank account details: Bank: Address: A/C Name: A/C Number: SWIFT Code: IBAN: BIC:

OR The bank account to which the Certificate Price shall be paid will be nominated by the Project Partner in writing, at least thirty (30) days after Delivery of any Certificates.

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K. KYC and Project specificities The Project Partner shall cooperate in good faith to complete all required know-your-customer (KYC) and sanctions screening procedures to South Pole's satisfaction. If the KYC process has not been completed at the time of signing this Agreement, the Project Partner shall promptly provide all information and documentation reasonably requested by South Pole to complete KYC following execution. [The above clause is mandatory and must be retained. Delete the wording below if no further condition or requirement is applicable to the project] Condition precedent / specific requirement or authorisation to be obtained / mandatory first steps to be taken … Example of clauses:

K.1. This Agreement is subject to the completion of final Due Diligence of the Project and acceptance, on a discretionary basis, of Due Diligence report by South Pole.

For the implementation of the foregoing, “Due Diligence” shall be defined as the verification by South Pole, before the Project starts and after Agreement is executed, that the Project will be likely to be successful and meet the Standard criteria. This verification includes, inter alia, verification that, at the Effective Date, the Project Partner is abiding by its representations and warranties as per Part 3 of the Agreement and of the Project’s environmental benefit. Subject to Project Partner’s providing all required information and full cooperation, South Pole shall do its best commercial efforts in order to perform the Due Diligence within three (3) months following the Effective Date.

South Pole shall notify to Project Partner whether the Due Diligence was satisfactory or not. In case the Due Diligence process was not completed to South Pole’s satisfaction, said notification shall result on automatic and by right termination of this Agreement, which termination shall not give ground to remedy to either Party, which the Project Partner understands and accepts.

K.2. The Project Partner grants South Pole a right of first offer and last refusal on future projects that are or shall be identified by the Project Partner in which Project Partner contemplates to participate, whether directly or indirectly, and which concern xxxxxxxxxxxxxxxxxxxxxxxxx (hereafter “Parent Projects”), to be exercised as follows: if the Project Partner identifies a Parent Project designed either by it or proposed to it by a third party, Project Partner shall (i) inform potential partners of South Pole’s right of first offer and last refusal and (ii) provide South Pole with all relevant information pertaining to said project so that South Pole may take a decision on being involved in said Parent Project or not; South Pole shall inform of its offer within one (1) month from receipt of all information pertaining to the Parent Project, and the Parties shall negotiate in good faith an agreement based upon this Agreement; should they fail to enter into said agreement within one (1) month after South Pole’s offer or should South Pole fail to provide its offer within the one (1) month period above, South Pole shall be deemed to have renounced to its first option right and Project Partner shall be free to proceed with the concerned Parent Project; Notwithstanding the foregoing, should the Project Partner, after the implementation of clause b) above, elect to enter into an agreement with a third party pertaining to the concerned Parent Project, terms and conditions agreed upon with said third party shall not be less favorable to Project Partner than the terms and conditions offered by South Pole. For the implementation of the foregoing, Project Partner shall, before closing its agreement with said third party, communicate its main terms and agreements to South Pole who will be entitled to accept said terms within a one (1) month period, and in this case the Parties shall enter into an agreement based upon this Agreement and including said terms. The above right of first option and last refusal shall be in force for the duration of the Agreement and shall concern every Parent Project as defined above.

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Part 2 - Interpretation and Definitions In this Agreement, unless otherwise mentioned or required by the context, all capitalised terms shall have the meaning set forth in the definitions below.

Affiliate: means any entity that now or in the future, directly or indirectly Controls, is Controlled with or by or is under common Control of a Party.

Auditor: means an independent entity being inter alia responsible for determining whether a project and the resulting Certificates meet the requirements as set out in the Standard Rules. This definition also includes, inter alia, the Designated Operational Entity (DOE), the Validation and Verification Body(ies) (VVBs), Standard(s) internal Validation and/or Verification as well as similar external audit / inspection / check / review related exercises required for generating any Certificates and/or other Co-benefit Certificates.

Baseline: means the scenario that reasonably represents the anthropogenic emissions of GHG that would have occurred in the absence of the Project.

Call Option: means South Pole’s right but not the obligation to buy the Certificates from the Project Partner under the terms and conditions of this Agreement.

Certificate: means a certificate generated by the Project Issued by a Standard, confirming that an emission reduction has occurred, equal to one Carbon Dioxide Equivalent. For the purposes of this definition, a Carbon Dioxide Equivalent is a metric measure used to compare the effects from emissions of various GHG based on their global warming potential.

Certificate Price: means the price payable per Certificate Delivered and which shall be equal to the Certificate Reselling Price minus South Pole’s Share.

Certificate Reselling Price: means the price paid to South Pole by Final Buyer per Certificate Delivered, net of, inter alia, brokerage fees or Third-Party Fees, if applicable.

Co-benefit Certificates: means all certificates and recognition relating to co-benefits, ancillary benefits, side benefits, secondary benefits, collateral benefits and associated benefits relating to social, environmental and developmental aspects of the Project over and above GHG mitigation. These cover, inter alia, wherever applicable: (i) sustainable development benefits in the domains of social wellbeing, economic well being, etc. and (ii) environmental certificates, such as, emissions allowances, carbon offsets, Carbon Credits, green credentials, Renewable Energy Certificates (RECs), water saving certificates, biodiversity certificates, energy savings certificates, energy efficiency credits, etc.

Confidential Information means information, materials and data of a Party or its Affiliates, in whatever format and on whatever medium: (i) which is designated by a Party as being confidential; or (ii) which is by its nature confidential; or (iii) which the other Party knows or ought to know is confidential, having exercised reasonable business judgement. Without limiting the foregoing Confidential Information includes all financial information, knowhow, trade secrets and other commercially valuable information of a Party.

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Contracted Certificates: means any Certificate that South Pole has elected to

purchase by exercising its Call Option according to Clause 3.1 of Part 3.

Control means having fifty percent (50%) or more ownership interest in said entity, or the power to direct the management of such entity.

Delivered Certificate(s) Means any Certificate(s) for which Delivery has taken place.

Delivery: Pursuant to South Pole’s decision, means the transfer of the Contracted Certificates into South Pole’s Registry Account or the Registry Account of a third party, or the permanent retirement of Contracted Certificates on behalf of a third party. South Pole shall have the right to request delivery on behalf of the Project Partner.

Delivery Account: means account(s) nominated by South Pole capable of receiving transfers of Certificates

Delivery Date: means the due date for the Delivery of Certificates as requested by South Pole.

Expected Certificates: means the annual quantity of Certificates projected to be generated by the Project and envisaged to be Delivered by the Project Partner to South Pole if it exercises its Call Option.

Final Buyer: means a credible entity, which buys the Certificates from the Project and pays a Certificate Reselling Price.

Force Majeure: means any circumstance or condition beyond the reasonable control of either Party to the Agreement, including without limitation, strikes, lockouts, riot, invasion, war, civil commotion, malicious damage or any overriding emergency procedures, accident, fire, explosion, terrorism, sabotage, flood and storm, earthquake, subsidence, other natural disaster or equivalent circumstances. For the avoidance of doubt, events occurring upon the disobedience of mandatory operational safety regulations or internal technical problems of a Party to the Agreement or equivalent circumstances do not qualify as circumstances or conditions of Force Majeure.

Greenhouse Gases (GHG): means the six gases that cause global warming listed in Annex A to the Kyoto Protocol, which was adopted at the third conference of the parties to the UNFCCC in Kyoto, Japan, on December 11, 1997.

Host Country: means the country where the Project is located Issued (or, Issuance): means the issuance, i.e., official allotment or award of a

Certificate to the Project by the appropriate entity as stipulated in the Certificates Rules.

Monitoring Report: means a periodic report setting out the total number of Certificates generated by the Project during a specific period of time according to the Standard Rules, international Monitoring rules, the PDD, as well as all applicable laws, regulations, directions and other legal requirements.

Monitoring: means the collection and record of data allowing the assessment of reductions in GHG emissions resulting from the Project conducted in accordance with the Standard Rules and the Monitoring Plan specified in the PDD.

Monitoring Plan: means practices, procedures and plans to conduct efficient, effective and successful Monitoring exercise as

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per international best practices and all applicable laws, regulations, directions and other legal requirements.

Project: means the project described in the PDD and summarised in Clause A of Part 1 of this Agreement.

Project Design Document (PDD): means a detailed description and projection of the Project (including the technical specifications and the Monitoring Plan) to be submitted for Validation and Registration prepared in accordance with the Standard Rules. This definition also includes other similar or connected Standard procedural documents; inter alia Project Description (PD), Project Passport (PP), as well as supporting documents and annexures like Certificate calculation spreadsheet, financial analysis spreadsheet, etc.

Registration: means the official approval and the inclusion of the Project in the Standard registry.

Registry Account The registry of Certificates which includes records of the full lifecycle of ownership and use of Certificates.

Share of Proceeds: If applicable, means any Certificates payable or to be assigned to the Standard or any other institution in accordance with the Standard Rules or any applicable regulation, that may have to be deducted from the total amount of Certificates generated by the Project.

South Pole’s Share Means the portion of the Certificate Reselling Price kept by South Pole.

Step-In Notice means a written notice issued in accordance with Clause 2.6 describing the step-in event and the requirements and timelines for remediation.

Standard Rules: means the rules as set out by the Standard, and any relevant decisions, guidelines, modalities and procedures made pursuant to them and/or supplemented from time to time and which include those rules specifically required to be met for the Issuing and transfer of Certificates.

Standard: means an entity or institution that establishes a set of rules, requirements or criteria that a project must fulfil to generate and Issue Certificates.

Third-Party Fees means third-party fees for Validation, Registration, Verification and Issuance related to the generation of the Certificates, as well as all taxes, fees, costs or other expenses in connection with their transfer to and registration of Certificates, as well as verifiable transaction fees related to the sales of Certificates and fees payable to an exchange.

Validation: means the assessment and review of the PDD, including the Baseline, by an Auditor, determining its compliance with the Standard Rules. The results of such Validation will be detailed in a Validation report, issued by the Auditor

Verification: means the periodic independent assessment and review by an Auditor of the ex post determination of the monitored reductions in GHG emissions that the Project has achieved during a specified period of time. The results of such Verification will be detailed in a Verification report, issued by the Auditor.

Unless otherwise specified, the use of a gender includes any gender and use of the plural includes the singular and vice versa where the context requires. Furthermore, any reference to a "Clause" or "Schedule” is a reference to a clause or schedule of this Agreement; and any reference to the words "include" or "including" shall be construed as

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meaning "include without limitation" or "including without limitation". All headings used in this Agreement are for convenience only and have no material effect on the interpretation. Part 3 - General Terms and Conditions

1. Purpose of the Agreement This Agreement defines the terms and conditions according to which (i) the Parties shall jointly develop the Project, and (ii) the Parties shall arrange the sale of the Certificates. 2. Development of the Project 2.1. Planning of the Project South Pole shall undertake the following activities for the Project as per the Standard Rules, at its own efforts and costs: (a) prepare the Project Design Document (PDD) (which includes the Monitoring Plan); (b) provide support during the Validation by the Auditor, including paying the Validation fees to the Auditor; (c) facilitate the Registration by the Standard, including paying the Registration fees; (d) prepare the Monitoring Report; (e) provide support during the Verification to the Auditor, including paying the Verification fees; and (f) facilitate the Issuance of Certificates, including paying the Issuance fees. 2.2. Implementation of the Project The Project Partner shall implement the Project in accordance with the PDD, by establishing and maintaining data measurement and collection systems for all monitoring parameters and indicators at its own risk and expense. 2.3. Validation, Verification and Issuance 2.3.1. Validation of the Project For the purposes of this Agreement South Pole shall appoint an Auditor and notify Project Partner of the date on which the Auditor will commence the Validation process. Project Partner shall ensure that the Auditor has access to the necessary data records and the Project site so that it is able to complete and issue the corresponding report. South Pole may decide to change the Auditor at any point during development of the Project. 2.3.2. Verification and Issuance of Certificates South Pole in cooperation with the Project Partner shall, from time to time, appoint an Auditor and notify the Project Partner of the indicative dates on which the Auditor will conduct the periodic Verifications. South Pole may decide to change the Auditor at any point during development of the Project. 2.4. Monitoring Plan The Project Partner shall: (a) fully implement the Monitoring Plan and any amendment introduced to it by South Pole as required to generate the Certificates; (b) install, operate and maintain the facilities and equipment, and employ and train staff, necessary for gathering all such data as may be required by the Monitoring Plan; (c) establish and maintain data measurement and collection systems for all monitoring parameters and indicators listed in the Monitoring Plan; (d) observe, implement and meet all other requirements contained in the Monitoring Plan, in particular those pertaining to environmental and social performance and operational management systems; and (e) ensure the Project is maintained and prepared to allow for any Verification as required by the Monitoring Plan. 2.5. Delays The Project Partner shall communicate to South Pole any events that may affect development and/or implementation of the Project. Furthermore, if Project Partner has reason to believe that it may not or no longer be able to fulfil any or all of its obligations under the Agreement, it shall immediately notify South Pole including a report to South Pole describing the relevant circumstances preventing it from fulfilling its obligations and the

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expected consequences and the actions that the Project Partner has performed or will perform to mitigate or solve such circumstances. 2.6. Step-in rights 2.6.1. In the event that Project Partner fails to perform any of its obligations under this Agreement within the period specified or, if no period is specified, within a reasonable time or an Event of Default is occurring in respect of the Project Partner, South Pole may provide the Project Partner with a Step-In Notice. If Project Partner fails to comply with the requirements of the Step-In Notice, then South Pole or South Pole’s Affiliates may step-in and manage the performance of and/or perform the Project Partner’s obligations itself, or appoint a third party to do so. 2.6.2. In the event South Pole is entitled to and exercises its step-in rights, Project Partner shall promptly provide South Pole with access to all Project Partner’s assets, systems, documentation, equipment, intellectual property and facilities used in its performance of the Agreement. 2.6.3. South Pole’s reasonable costs in performing or procuring a third party to perform Project Partner’s obligations under the Agreement subject to the step-in right shall be recoverable from the Project Partner. 2.6.4. For the avoidance of doubt, the exercise of South Pole of these set-in rights shall be without prejudice to South Pole’s rights to claim damages and/or exercise any other right or remedy available to South Pole. 2.6.5. If the Project Partner has demonstrated, to South Pole’s satisfaction, that it will be able to resume the satisfactory performance of its obligations under the Agreement, South Pole may allow the Project Partner to resume performance of the relevant obligations. 2.7. Marketing 2.7.1. The Project Partner shall cooperate and support South Pole in marketing as required from time to time by providing the necessary information, documents, logos as well as photographs of the Project site, neighbouring areas and the region in general (“Marketing Materials”). The Project Partner grants to South Pole an exclusive, fully paid-up, sub-licensable, unlimited to time and space, transferable license to use, reproduce, represent, adapt and translate the Marketing Materials, for all internal or external purposes, in particular for advertising, marketing and communication purposes, whether internally or externally, in any format and on any media, throughout the world. 2.7.2. In the event that the Project Partner provides South Pole with Marketing Materials, the Project Partner warrants that the receipt, use and onward supply of the Marketing Materials by South Pole and its permitted sub-licensees shall not infringe the rights, including any intellectual property rights, of any third party. 2.7.3. Assuming the consent of the relevant third party(ies), South Pole shall have the right to visit and inspect the Project’s site, with the intention of developing any Marketing Materials, accompanied by the Project Partner, on the basis that each Party will be responsible for their own costs. 2.8. South Pole’s obligations South Pole shall: (a) provide support during the Validation by the Auditor, including paying the Validation fees to the Auditor (pursuant to Clause D of Part 1); (b) facilitate the Registration by the Standard, including paying the Registration fees (pursuant to Clause D of Part 1); (c) prepare the Monitoring Report; (d) provide support during the Verification to the Auditor, including paying the Verification fees (pursuant to Clause D of Part 1); (e) provide support with responding queries raised by the Auditor and Standard. (f) facilitate the Issuance of Certificates, including paying the Issuance fees. 2.9. Project Partner obligations Project Partner shall: (a) satisfy all obligations in respect of permissions, licences, waivers, consents, registrations, approvals and other authorisations of competent authorities required or useful for the implementation of the Project and to acquire and maintain all other rights necessary to implement and operate the Project and to comply with all applicable laws, regulations, directions and other legal requirements; (b) implement and operate the Project with the necessary due diligence, efficiency and best efforts and in accordance with sound practice. It shall employ or subcontract or enter into project partnerships only with such persons / parties that equally fulfil the aforementioned diligence criteria; (c) keep and maintain such records on the Project as may be necessary or useful for Monitoring, the validity of the Certificates and the verification of compliance with its obligations under this Agreement.

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(d) bear and pay all taxes, fees, costs, contributions, levies and other payments or charges including any taxes due under the laws of the Host Country, during the development and generation of Certificates, as well as other applicable project-specific costs, like equipment testing, local surveys, metre calibration, etc.; (e) ensure that the Auditor has access to the necessary data, information, records and the Project site so that it is able to complete the Validation and/or Verification; this includes granting South Pole and/or its authorised representatives and/or the Auditor access to any property where any part of the Project is being performed and arrange meetings with personnel currently engaged in the Project and its associated activities.; (f) procure and provide all documents and information that may be required from time to time by the Auditor and/or the Standard, including but not restricted to all monitored and local / national / regional data, supporting evidences, execution of deeds, signature of forms, etc.; (g) install, operate and maintain the facilities and equipment, and employ and train staff, necessary for gathering all such data as may be required by the Monitoring Plan. 2.10 Information and auditing For the purpose of implementing the foregoing, each Party undertakes to inform the other on its tasks pertaining to the Project, and to answer the other Party’s request for additional information or updates as promptly as commercially feasible. South Pole shall be entitled to access the Project site, installations, documents and staff at anytime, upon reasonable notice to Project Partner, in order to provide information on the PDD and Monitoring Plan implementation or on the Validation and Verification procedure, and to obtain information on the Project’s implementation from Project Partner, which Project Partner fully understands and accepts. 3. Call Option and Exclusivity Rights 3.1. Exclusive Call Option In consideration for South Pole’s participation in the Project development, it shall have an exclusive Call Option to purchase all or part of the Certificates from the Project at the Certificate Price. South Pole shall exercise its Call Option right at any time after the Verification and during the Exclusivity Period, by notifying it in writing, indicating the number of Certificates, the Delivery Date and the process for Delivery. Not exercising the Call Option for certain Certificates does not constitute a waiver of such right for other Certificates. In selling the Delivered Certificates to Final Buyer, South Pole undertakes to act in the Parties’ best interest and to apply its sound business judgement in order to secure timely sale and best possible Certificate Reselling Price, all things considered. 3.2. Communication Rights For the purposes of this Agreement, the Project Partner grants South Pole with the exclusive right to represent the Project, undertaking communications with the Standard and delivering the Certificates. Any changes regarding the representation of the Project with any Standard shall be mutually agreed by the Parties. 3.3. Exclusivity In addition to the Call Option set forth in Clause 3.1, the Project Partner agrees not to offer and/or sell any Certificates of the Project and Co-benefit Certificates to any third party, or enable said third party to invest in or take stakes in the Project, unless South Pole provides a prior consent for the same in writing. 3.4. Additional certificates - Co-benefit Certificates If in the reasonable opinion of the Parties, it becomes possible to have the Project generate other certificates and/or Co-benefit Certificates instead of or in addition to the Certificates, then, except as otherwise provided, all contractual rights and obligations of the Project Partner and South Pole as stated in this Agreement shall apply, mutatis mutandis, to any such certificate and/or Co-benefit Certificate, too. 4. Delivery At any time after South Pole has exercised its Call-Option rights in accordance with Clause 3.1, South Pole (or, if requested by South Pole, the Project Partner) shall request the Registry to undertake the Delivery process for the Contracted Certificates. Project Partner shall promptly carry out all tasks and provide all authorisations, as required, in order to support the Delivery of the Contracted Certificates. At the date of Delivery, full title, unencumbered rights and interests in the Contracted Certificates shall transfer from Project Partner to South Pole including all Co-benefit Certificates.

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Contracted Certificates shall be Delivered net of any Share of Proceeds and/or other deductions as per the Standard Rules. 5. Payment 5.1. South Pole shall pay to Project Partner the Certificate Price for each Contracted Certificate Delivered in

accordance with Clause 4 within the Payment Due Date. 5.2. All payments shall be made to the accounts specified in Part 1 hereto or such other account of the Project

Partner as may from time to time be notified to the other Party in writing. 5.3. South Pole may, at any time, set off any liability of the Project Partner to South Pole against any liability of

South Pole to the Project Partner, under the condition that Project Partner’s liability is present, liquidated and certain. Any exercise by South Pole of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

6. Representations and Warranties 6.1. Each Party represents and warrants that on the date of this Agreement: (a) it is a company, duly organised and validly existing under the laws of the country of its incorporation; it has the power to own its assets and carry on its business as being conducted; and that it has the right, power and authority, and has taken all actions necessary and has obtained all authorisations required or desirable, to enter into and perform its obligations under this Agreement; (b) the obligations expressed to be assumed under this Agreement are legal, valid and binding obligations enforceable in accordance with their terms, and the entry into force and performance of this Agreement will not cause it to be in breach of (i) any law or regulation applicable to it, (ii) its constitutional documents or (iii) to the extent it could reasonably be expected to have a material adverse effect on the performance of its obligations under the Agreement, any obligations to a third party and it shall not enter into any such other agreement or accept any obligation inconsistent or incompatible with its obligations under the Agreement; (c) it is not insolvent, over-indebted or wound up, its affairs are not administered by the court, it has not entered into an arrangement with creditors, it has not suspended business activities or is in any analogous situation arising from a similar procedure under the laws and regulations applying to it and no insolvency proceeding or similar proceedings have been opened against it or its assets; (d) all material information provided to the other Party is true, correct and complete and may be relied upon by the other Party. (e) that any director, officer or employee of any Party shall not take any action that would result in a violation of the U.S. Foreign Corrupt Practices Act, UK Bribery Act of 2010, or any applicable anti-bribery laws, in furtherance of its performance under the Agreement. 6.2 In addition, Project Partner represents and warrants to South Pole that on the date of this Agreement and on the date on any future Deliveries, that: (a) it has obtained, or will obtain in good time so that a Party can fulfil obligations under this Agreement at any time, all permissions, licences, waivers, consents, registrations, approvals and other authorisations of competent authorities and has complied in all material respects with all applicable laws, regulations and other requirements applicable to it or required to implement the Project; (b) it has fulfilled its obligations relating to the payment of social security contributions in accordance with the legal provisions of the law of the Host Country and its obligations relating to the payment of taxes in accordance with the legal provisions of the Host Country; (c) it holds full title to the Certificates and/or Co-benefit Certificates that are generated by the Project and it has all rights needed to transfer and Deliver the same pursuant to Clause 4 above; (d) it has not sold, transferred, assigned, licensed, disposed of, granted or otherwise created any interest or encumbrances in the Certificates and Co-benefit Certificates to any third party and it shall not do so during the Exclusivity Period; (e) it will comply with South Pole Third Party Code of Conduct, as amended from time to time (available here: https://www.southpole.com/third-party-code-of-conduct), in all material respects; (f) it will comply with all applicable laws, statutes and regulations, including, inter alia, labour laws, environmental laws, tax laws, humans rights land tenure rights, from time to time in force in the Host Country and in any other jurisdictions in which the Project Partner is located or where it conducts its business, either directly or by means of agents, Affiliates, or any kind of representatives;

(g) no litigation, arbitration or administrative proceeding, to a Party’s best knowledge, threatened against or affecting a Party which is reasonably likely to have a material adverse effect on the ability of a Party to meet its obligations under the Agreement;

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(h) it has not been convicted of an offence concerning its business conduct by a final judgement and it has not

become guilty of grave business misconduct; (i) it has subscribed and will maintain an insurance policy, and will provide justification upon request, with an insurer with sufficient financial means, sufficient to cover damages arising directly or indirectly from the Agreement or the Project implementation, and against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Project Partner is engaged. The Project Partner attests and certifies that it has no reason to believe that it will not be able to subscribe, maintain or renew such an insurance. 7. Audit 7.1. Either Party undertakes to promptly inform the other Party of any event likely to have an impact on said

Party’s structure, control, ability to perform its obligations under this Agreement, or on the reason that led the other Party to enter into said Agreement. Similarly, either Party undertakes and agrees to answer the other Party’s request for information pertaining to said events as promptly as commercially feasible.

7.2. Given the operational nature of the Project Partner’s obligations and role as per the Agreement, South Pole shall, in addition to the above and to the rights given to it in Clause 2.10 of Part 3, be entitled to access the Project Partner’s headquarters, place or business or premisses, upon reasonable notice, and to access any books, corporate data, partners and employees involved in the Project, or susceptible of providing information pertaining to the performance of the Agreement by Project Partner or the respect of its commitments as per the Agreement, which Project Partner fully understands and accepts.

8. Events of Default and Available Remedies 8.1. Events of Default The following Events shall be considered Events of Default: For South Pole:

(a) the failure to pay for the Delivered Contracted Certificates in accordance with the clauses herein; (b) the ability to purchase Contracted Certificates is permanently deprived, by any seizure or intervention by or

under authority of any government; For the Project Partner:

(a) the failure to implement the Project wholly or substantially, by any seizure or intervention by or under authority of any government,

(b) the seizure, nationalisation, expropriation or compulsory purchase, in whole or in part, of the business, undertaking or assets of Project Partner by or under the authority of any state or any of its institutions, courts or competent authorities;

(c) the realisation or further operation of the Project or the generation of Certificates in accordance with the Agreement becomes impracticable or unlikely or the Project is behind the milestones identified in the PDD or the Project is abandoned;

(d) the sale, transfer, assignment, or any other operation impacting the ownership or disposal of the Certificates in breach of the Agreement;

(e) the withdrawal of the approval of the Host Country, if required, or application of any domestic / international restrictions for any reason, having an impact on the South Pole’s right to purchase and get Certificates Delivered.

(f) the modification of the project design in a way that is likely to compromise the Certificate project activity, and such modification has not been previously discussed and agreed.

For both Parties: (a) any licence, consent, registration or approval (governmental or otherwise) required for the validity,

enforceability or legality of this Agreement or the performance thereof is withdrawn or ceases to be in full force and effect;

(b) a Party is in breach of or fails duly to perform or observe any material provision, representation or warranty (Clause 6) or undertaking of this Agreement;

(c) change in assets or financial condition of a Party or litigation, arbitration or administrative proceedings (including such proceedings of or before any governmental body) are instituted or threatened against a Party and in the reasonable opinion of the other Party such change or proceedings would have a material adverse effect on the ability of the Party to perform its obligations under this Agreement or any other agreement relating to the Project (as the case may be);

(d) it is or becomes unlawful for a Party to perform or comply with any or all of its obligations under the Agreement or any of the obligations thereunder are not or cease to be legal, valid and binding.

8.2. Notice and Cure of Events of Default

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If an Event of Default occurs in respect of a Party ("Defaulting Party"), the other Party ("Non-Defaulting Party") may serve a notice on the Defaulting Party ("Default Notice") specifying the Event of Default and, if remediable requiring the Defaulting Party to remedy the Event of Default within thirty (30) days of receipt or first presentation of the Default Notice (the "Cure Period"). If the Defaulting Party fails to cure the Event of Default within the Cure Period, or if said Event of Default cannot be cured, the Non-Defaulting Party will be entitled to the remedies specified in Clause 8.3. 8.3. Remedies In the circumstances described in Clause 8.2, the Non-Defaulting Party may terminate this Agreement effective upon receipt of a termination notice to the Defaulting Party, in case the Defaulting Party failed to cure the Event of Default within the Cure Period. If this Agreement is terminated by South Pole, South Pole shall have no obligation to make any further payments. In case of termination of the Agreement, the obligation of South Pole to pay for any Delivered Contracted Certificates shall survive termination of this Agreement. 9. Force Majeure Should either Party be impeded wholly or in part from fulfilling any of its obligations under this Agreement for reasons of Force Majeure, such obligation shall be suspended to the extent and for as long as such obligation is affected by Force Majeure. Either Party shall notify the other Party of the existence and date of beginning of an event of Force Majeure that is likely to impede its performance under the Agreement within seven (7) days after having obtained knowledge of any such event. Either Party shall likewise advise the other Party of the date when such event ended and shall also specify the re-determined time by which the performance of its obligations hereunder is to be completed. Project Partner and South Pole shall consult with each other with a view of determining any further appropriate action if a condition of Force Majeure is to continue after thirty (30) days from the date of giving notice thereof. Neither Party shall be liable for damages or have the right to terminate this Agreement for any delay or important reason in performing hereunder if such delay or important reason is caused by Force Majeure; provided, however, that the non-impeded Party shall be entitled to terminate such part of the Agreement that remains unfulfilled, if the condition of Force Majeure is to continue after ninety (90) days from the date of giving notice thereof. 10. Change in Circumstances If any change in circumstances (such as a change of scientific basics or applicable standards relating to the Baseline methodology, Monitoring methodology, Standard Rules and/or the applicable criteria for Verification and Issuance of the resulting Certificates) substantially affects the obligations set in this Agreement, the Parties shall enter into discussions in order to assess the possibility to adapt the Project and its implementation and/or amend the Project Schedule or any relevant provision of this Agreement. If, due to any change in circumstances, a modification to the Baseline is required, South Pole and Project Partner shall consult with each other and promptly arrange for such modification and the Project Partner shall supply the information, evidence and documents necessary for the same to South Pole without delay. 11. Indemnification 11.1. Project Partner shall indemnify, defend and hold harmless South Pole, its Affiliates and their respective

officers, directors, employees and agents from and against any third party claims, losses, demands, suits, costs and expenses, including, but not limited to, reasonable attorney fees and court costs, resulting from or arising out of (i) a breach of a representation or warranty or failure to perform any covenant or agreement under this Agreement by Project Partner; or (ii) any allegation that Marketing Materials (in-whole or in part) infringe, violate or misappropriate the intellectual property rights of a third party; or (iii) Project Partner’s violation of any applicable laws, statutes or regulations.

11.2. South Pole shall notify Project Partner on becoming aware of any claim. If South Pole elects to have Project Partner defend any such claim, South Pole shall (i) permit Project Partner, through counsel reasonably acceptable to South Pole to defend the claim (ii) cooperate with Project Partner in such defence; and (iii) have the right to employ separate counsel in order to monitor or participate in the defence of the claim. Project Partner shall not settle any claim without South Pole’s prior written consent.

12. Limitation of Liability 12.1. Other than as expressly provided in this Agreement, in no event will either Party be liable for any other

damages arising under this Agreement, including, but not limited to consequential, incidental, punitive, exemplary, or indirect damages in tort, contract, or otherwise.

12.2. South Pole’s total aggregate liability for all damages arising out of or related to this Agreement, however caused (including by the negligence of South Pole), suffered by the Project Partner in connection with this Agreement will not exceed the cumulated Certificate Price paid by South Pole during the twelve (12) month’s

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period immediately preceding the claim. The existence of more than one claim shall not expand this limit. The liability limitation under this Clause 12 will not apply to gross negligence, wilful misconduct or any other liability which by law cannot be limited or excluded.

13. Governing law and disputes 13.1 Governing law This Agreement shall be governed and construed in accordance with the laws of South Pole’s country of incorporation, without regard to its conflict of laws, principles or rules. 13.2 Dispute resolution All disputes arising out of or in connection with this Agreement shall to the extent possible be settled amicably by negotiation between the Parties within sixty (60) days from the date of written notice by either the Project Partner or South Pole of the existence of such dispute. 13.3 Arbitration If the Parties do not resolve their dispute within sixty (60) days, then the dispute shall be settled by final and binding arbitration in accordance with the rules set out by the Permanent Court of Arbitration, the number of arbitrators shall be one. The place of arbitration shall be South Pole’s country of incorporation, and the language to be used in the proceedings is English. Nothing in this Clause shall prevent either Party from having recourse to a court of competent jurisdiction: (i) for the purpose of seeking a preliminary injunction or such other provisional judicial relief as it considers necessary to avoid irreparable damage; or (ii) in circumstances where, if such recourse was not had, the Party would be barred from having recourse to a court of competent jurisdiction at a later date due to expiry of a limitation period in respect of the subject matter of the dispute. 14. Miscellaneous 14.1. Assignment Neither Party shall, without the written consent of the other Party, assign or transfer the Agreement or the benefits or obligations thereof or any part thereof to any other Party. Notwithstanding the foregoing, South Pole may at any time, on written notice to the Project Partner, assign this Agreement and all of its rights and obligations under this Agreement to any Affiliate. 14.2. Subcontracting Neither Party shall subcontract all or part of its obligations under this Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, South Pole may at any time, subcontract any obligations under this Agreement to any Affiliate. Any use of subcontractors by any of the Parties shall not relieve it from its obligations under this Agreement. 14.3. Waiver A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any other right or remedy. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. 14.4. Confidential Information Each Party undertakes to keep confidential and not to use or disclose, except as expressly provided for in this Clause 14.4, any Confidential Information of the other Party provided to or obtained by that Party whether prior to or after the Effective Date of this Agreement. Each Party may disclose the other Party’s Confidential Information:

(i) to its and its Affiliates’ employees, officers, representatives, agents, auditors and professional advisors for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with this Agreement; or

(ii) where disclosure is required by the laws or regulations of any country with jurisdiction over the affairs of it or its Affiliates; or

(iii) where disclosure is required by any court of competent jurisdiction or any competent, judicial, governmental, supervisory or regulatory body; or

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(iv) where disclosure is required by the rules of any stock exchange on which the shares or other

securities of it or any of its Affiliates are listed; or (v) with the written consent of the other Party.

The obligations of confidentiality herein do not apply to a Party’s information which (i) is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the other Party, (ii) was available to the other Party on a non-confidential basis prior to the disclosure by the Party, or (iii) was, or becomes available to the Party on a non-confidential basis, from a person who is not under any confidentiality obligation in respect of that information. This Clause 14.4 shall survive the expiry or termination of this Agreement for a duration of five (5) years. 14.5. Notices Any communications to be made under or in connection with this Agreement shall be made in writing (including by electronic mail) to the address or electronic mail address, from time to time designated by that Party to the other Parties for that purpose. The address and electronic mail address so designated are set out in Part 1. A communication will only be effected, if sent by mail, when delivered to or rejected by the recipient, if sent by electronic mail, when a transmission report shows that the electronic mail has been sent. 14.6. Entire Agreement This Agreement embodies the whole and only agreement of the Parties, and no prior or contemporaneous oral or written agreement or understanding shall be deemed to constitute a part of this Agreement, unless expressly referred to herein, or attached hereto, or specifically incorporated by reference herein. The Annexes and schedules to this Agreement constitute integral parts of this Agreement and shall therefore be deemed part of this Agreement. 14.7. Amendments This Agreement may only be amended with the written consent of the Parties hereto. 14.8. Costs and Expenses Each Party shall bear its own costs and expenses in relation to the negotiation, preparation and execution of this Agreement. 14.9. Severability If any part or provision of the Agreement is or becomes illegal, void or unenforceable in any respect, the remaining parts or provisions shall not be affected or impaired. Any deficiency in the Agreement resulting therefrom shall be amended by way of interpretation of the Agreement having due regard to the Parties’ intent. 14.10. Survival The provisions contained in Clauses 7, 11, 12 and 13 of Part 3 of this Agreement shall survive the termination of this Agreement. 14.11. Electronic contract Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. The Parties have duly executed and delivered this Agreement on the respective dates set out below with effect from the date set out on the first page of this document. South Pole Project Partner Signature: Name: Title: Date:

Signature: Name: Title: Date:

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From: "Michele Rumiz" <[email protected]> Sent: 3/18/2026 8:48:38 AM +00:00 To: "RMK" <[email protected]> Cc: "Info Carbonsink" <[email protected]>

Subject: Carbonsink, expression of interest - RMK Proposals for Negotiations on Carbon Credit Financial Instrument

You don't often get email from [email protected]. Learn why this is important

To whom it may concern,

On behalf of Carbosnink Group, we wish to present our expression of interest and proposal for negotiations on the Creation of a Carbon Credit Financial Instrument, following the request for proposal launched by your agency on the 17 February 2026. Please find attached:

the proposal for negotiations, digitally signed by Carbosnink's legal representative, Antonio Guiso; Annex 01: General terms and conditions applying to our services Annex 02: The template for the related statement of work Annex 03: The standard template agreement for Emission Reductions/Removals Purchase Agreement (ERPA) for the sale of carbon credits;

A written proposal has been shipped by mail in due time, and will be soon at your disposal. We look forward to hearing from you and remain available for any further information or clarification you may need. Kindest Regards

Michele Rumiz

--

Michele Rumiz (He, His)

Regional Senior Manager - Climate Projects Commercial

Europe

Carbonsink | A South Pole Company [email protected]

+393440418979

Via delle Cascine, 35

50144 - Firenze (FI)

www.carbonsink.it

Email disclaimer This email and any attachments are intended solely for the intended recipient(s) and may contain confidential or legally privileged information. If you have received this message in error, please notify the sender immediately and delete it from your system. Any

unauthorized use, disclosure, copying, or distribution of this email is strictly prohibited. Please consider the environment before printing this email.

Contents

1. Description of previous experience in developing carbon credit projects 02

2. Proposal for a suitable standard and methodology 03

3. Scope of Work 05

4. Description of the service by stages A. Stage A - Grouped Project Design (one-off) B. Stage B - Grouped Project Validation (one-off) C. Stage C - Instance project(s) verification cycles (recurrent) D. Stage D - issuance (registration) of verified carbon credits, and credit

management (recurrent) E. Stage E - Credit Sales (recurrent)

06 06 08 09 10

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5. Extent of state land under RMK’s management covered by the activities 11

6. Estimated timelines (in months) 13

7. Potential risks and mitigation measures 14

8. Proposal for the remuneration model (combined fee) 15

9. Explanatory note on the Annexes 18

ANNEX 01 - South Pole General Terms and Condition

ANNEX 02 - Statement of Work, template contract

ANNEX 03 - Emission Reduction Purchase Agreement, template contract

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1. Description of previous experience in developing carbon credit projects, including reference to at least one project

Carbonsink is a subsidiary of South Pole. The two companies have integrated their operations and team, and together they manage a portfolio of over 850+ carbon projects across the globe and throughout all ranges of technology and practices, including in forestry, regenerative agriculture, sustainable cooking stoves, blue carbon, renewable energy, energy efficiency, sustainable transport and waste management. To date, these projects have successfully generated over 200 million carbon credits, accelerated low-carbon transformations across several sectors, and provided measurable benefits to communities vulnerable to climate change.

South Pole and its affiliates have been a trusted partner and advisor to governments, public sector organisations, and leading businesses on their decarbonisation journeys. South Pole serves over 1,000 clients across the world , and its global team of experts has helped many Fortune 500 businesses implement comprehensive strategies that help build resilience and turn climate action into long-term business opportunities.

Carbonsink and South Pole have proven references in carbon project management, both in the sector and the geography relevant for RMK. South Pole has over 20 years of experience in the carbon market and has maintained its position at the forefront of carbon project development and policy. Some recent achievements include supporting the first ever Paris Agreement Article 6.2 transactions between the governments of Switzerland and Thailand. Here is just a selected list of our forestry projects under ICROA endorsed standards.

Proven experience with ARR methodology carbon projects: ● Reforestation of Degraded Forest Reserve Areas in Ghana, West Africa

(implemented by Miro Forestry); Verra ID: 2410 ● Reforestation of degraded land in Sierra Leone ( implemented by Miro Forestry);

Verra ID 2401 ● https://registry.verra.org/app/projectDetail/VCS/2498 , Paraguay (implemented by

Miller Forest Investment AG), Verra ID 2498 ● Reforestation with Teak CO2e TeakMex, Mexico (implemented by Agropecuaria

Santa Genoveva S.A.P.I. de C.V), Verra ID: 1740 ● Arborise reforestation in Upper Guinea , Gold Standard for the Global Goal; ID: 12203 ● Carboforst , Germany, EVA Ecosystem Value Alliance, Wald Klimastandard (ICROA

conditionally approved); ID: DE00050

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Proven experience with carbon projects following improved forest management (IFM) methodologies:

● Forest Conservation in Boumba-et-Ngoko , Cameroun, Verra; ID: 2897 ● North Pikounga , Congo; Verra ID: 1052

Proven experience in Estonia: ● eAgronom sustainable farming in Central and Eastern Europe (Estonia, Latvia,

Lithuania and Poland), (implemented by eAgronom); Verra ID: 4835

Proven experience with GIS & Remote Sensing applied to carbon projects : 10-year track record in geospatial analysis , providing the technical framework and remote-sensing based deliverables necessary for the full lifecycle of carbon projects. We utilize a hybrid technology stack—integrating ArcGIS with a Google Cloud Platform infrastructure—to manage large-scale datasets and deploy custom Google Earth Engine web portals. Our core workflows include:

● Feasibility & Site Selection: Multi-temporal analysis of land cover and deforestation rates to identify viable project areas.

● Baseline & Carbon Stock Modeling: Quantifying historical biomass and soil organic carbon through remote sensing to establish rigorous credit baselines.

● Stratification: land cover classification and ecosystem stratification. ● MRV (Monitoring, Reporting, and Verification): Continuous forest cover and land

cover monitoring and risk detection (e.g., fire, degradation) to ensure compliance with registry standards and third-party audits.

● Operation delivery and reporting: cloud-native geospatial pipelines, and standardized outputs tailored for project developers.

2. Proposal for a suitable standard and methodology (IFM/ARR or other), including justification Several ICROA-endorsed standards—including Verra, Gold Standard, and Puro.earth—provide robust methodologies for Afforestation, Reforestation, and Revegetation (ARR). However, Verra maintains a distinct advantage as it is the primary standard offering comprehensive protocols for Improved Forest Management (IFM), and its ARR methodology (VM0047) is widely considered to be the strongest and most updated methodology in the market to date.

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To maximize operational efficiency and streamline the certification process, we recommend adopting the Verra, VCS standard . This approach allows RMK to integrate both ARR and IFM methodologies within a single, cohesive project framework, ensuring administrative simplicity while meeting the highest international benchmarks for carbon integrity.

Within Verra we recommend focusing on 3 main methodologies:

VM0047: Afforestation, Reforestation, and Revegetation (ARR) The primary goal of VM0047 is to incentivize the establishment of new forest cover on lands that have been cleared of native vegetation for a significant period. This methodology is designed to be highly versatile (e.g. direct plantation, natural regeneration), supporting a wide range of activities from commercial plantations to conservation-focused restoration of degraded ecosystems.

VM0003: Methodology for Improved Forest Management (IFM) through Extension of Rotation Age , It focuses on lands that are already categorized as forests but are being managed in ways that limit their carbon storage potential. The goal of this methodology is to extend the harvest cycles to store more CO 2 and for longer before harvesting. It is applicable only when there is a valid Forest Management Plan which states the rotation age when trees are supposed to be harvested.

VM0012: Improved Forest Management in Temperate and Boreal Forests: A methodology specifically tailored for the northern hemisphere that provides a rigorous framework for IFM projects within temperate and boreal ecosystems. The methodology’s main feature is its focus on shifting from "baseline" conventional logging practices to "project" scenarios that prioritize carbon retention through forest conservation schemes that prioritize the carbon storage. Similarly to VM0003, a valid Forest Management Plan is needed, in which the harvesting is detailed (e.g. volumes, rotation, areas to harvest, species, etc.)

Alternatively, Verra “Methodology for Improved Forest Management Using Dynamic Matched Baselines from National Forest Inventories (VM0045) may also constitute an option for improved forest management activities. However, this methodology would require the adoption of an ad hoc module to cover Estonia forest areas, which in turn would require the submission of a methodology revision: a procedural requirement would result in higher upfront costs and a more extended certification period

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compared to existing "off-the-shelf" methodologies 1 . Carbonsink acknowledges this option, and remains open to discuss it with RMK, and to adapt its offer (budget and timeline) accordingly.

Having clarified this, the present proposal (scope, timeline and costs) relates to the development of a project under Verra, applying VM0047, VM003, and VM0012.

Grouped Project pathway A Grouped Project under Verra is a unique project structure designed to allow for the expansion of activities over time without requiring a full new project registration for every new site. Instead of registering a single fixed location, a developer registers a project activity and a defined geographic area. This allows "instances" - individual sites or landholdings that meet pre-defined eligibility criteria - to be added to the project in batches during the monitoring period. This pathway, while being more time and resource intensive at validation, would significantly reduce the costs to include new areas.

We understand RMK is willing to include in the project both the areas under its direct management, as well as to act as an aggregator for other local-level landowners . For this reason, we strongly recommend this pathway as it will give more flexibility to RMK to define what areas to include in the project from its inception, and will translate in a facilitated pathway as the project scales.

3. Scope of Work

Carbonsink proposal encompassess all stages of carbon asset development : project design, project validation, through each verification cycle, and credit sales. Carbonsink aims at establishing a full and strong partnership with RMK, which is necessary for the project success. This will include the constant exchange of data, materials and information, and constant communication through weekly updates. While Carbosnink will secure the sound and timely implementation of all carbon asset development activities, the project will only be possible if RMK implements the Project in

1 The reason a new module or a "methodology revision" is required for VM0045 in Estonia is primarily due to its geographic and data-specific design. VM0045 was originally developed for the United States, utilizing the U.S. Forest Service’s Forest Inventory and Analysis (FIA) database. While Verra is working to expand its scope, the methodology does not yet cover most of Europe. To use it in Estonia, RMK would need to formally prove that the Estonian National Forest Inventory (NFI) data is compatible with the methodology’s rigorous statistical requirements, and this is done through the process of methodology revision.

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accordance with the project design document, including the establishment and maintenance of data measurement and collection systems for all monitoring parameters and indicators, throughout the duration of the project.

Below is an overview of each phase, and tasks provided by Carbonsink.

4. Description of the service and stages

Stage A - Grouped Project Design (one-off) A.1 Preliminary assessment

Pre-Feasibility Carbon Screening In drafting this offer, Carbonsink lacked access to certain foundational datasets required for a Pre-Feasibility Carbon Screening. While we acknowledge the ambition to encompass Estonia’s entire forest estate, specific Shapefiles are requisite to generate a reliable high-level estimate of expected tons of Co2e sequestration. If selected for further negotiation , Carbonsink is prepared to conduct this Initial Eligibility Screening at no cost . This analysis will provide the empirical baseline necessary for both parties to define the commercial terms and conditions for future credit management and sales support.

A preliminary phase will be necessary to adequately review the forest management practices undertaken by RMK, and the eligibility of the areas targeted by RMK intervention. This will also include an evaluation of the possible monitoring, reporting, and validation (MRV) strategies, and select the best-suited one(s) for the current project. An early evaluation of the areas to be included under the different methodologies would be needed at this stage. Furthermore a desk review will be conducted regarding the Estonian forest, legal framework for forestry in Estonia, property rights and ownership. Moreover, a list of specific information would be requested (including forest management plans, stakeholders information, as well as any other information requested by the standard before starting the project) at this stage. The assessment phase will include a technical analysis of areas eligible for carbon activities. This is based on Carbonsink’s Remote Sensing platform, and geared around our 2-steps eligibility framework:

Step 1 ) area applicability analysis: identifies the areas meeting the minimum methodological applicability conditions, such as being covered forest before the project start date, stratification of the forestland and exclusion of the areas

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classified as croplands, grasslands or water areas; this step maximizes efficiency at scale, identifying hot spots of applicability across large areas in a few minutes; Step 2) The feasibility analysis builds upon the outputs of the previous step by applying the applicability conditions related to the definition of Temperate and Boreal forests and by incorporating national georeferenced spatial datasets, such as Land Use/Land Cover (LULC) maps derived from Earth Observation sources. This step provides a more robust and defensible spatial assessment for the precise delineation of the potential Project Area.

This activity is a key component in the development of the Project Design Document (PDD). At this stage, the identification of eligible areas for each relevant carbon methodology is further refined to enable an ex-ante stratification into homogeneous units—specifically, strata under VM0003 and polygons or analysis units under VM0012. The stratification process should be based on critical variables such as forest species, age class, site index, and expected growth performance, integrating 10 m resolution remote sensing data, including Sentinel-2 and, where applicable, Landsat-derived products, together with machine learning classification methods within a GIS environment. Furthermore, this spatial analysis is required to demonstrate that project activities do not occur within Natura 2000 sites or other legally protected areas, unless formal approval has been granted. Under VM0012, the identification and mapping of legal land-use restrictions and protected areas is a mandatory prerequisite for isolating the Timber Harvesting Land Base (THLB), defined as the merchantable and operable forest land genuinely available and eligible for economic timber extraction under both baseline and project conditions.

A.2 Grouped Project Design Document development The PDD constitutes the backbone of any carbon project, and describes in detail the planning of a carbon project and how it meets each of the requirements of a particular carbon project standard and methodology. Based on input delivered by RMK, and in constant cooperation with it, Carbonsink will deliver the Project Design Document (PDD) and other required documentation for the carbon project. Carbonsink relies on RMK’s engagement in the project design and the delivery of data, which will include:

● Project details (e.g. location, scale, measures, funding) ● Specific baseline data ● Input on laws and regulations relevant to the Project ● Input on monitoring and sampling design relevant to the Project ● Details of relevant local stakeholders to be consulted

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● Details relevant to safeguarding As a result of this phase, Carbonsink will be able to deliver the draft PDD, which will include:

● Establishment of monitoring plan and sampling design; ● Establishment of baseline scenario; ● Estimation of Sustainable Development Goal (SDG) contributions; ● Quantification of the emission reductions that the project could claim; ● Establishment of project additionality; ● Safeguarding assessment of the project; ● Design and delivery of stakeholder engagement process; ● Permanence Risk Assessment

A.3. Local Stakeholder Consultation To be eligible, a project needs to conduct a stakeholder consultation prior to its registration. Stakeholder consultation is critical to achieving successful outcomes and avoiding or minimising adverse impacts of development and climate projects. By involving stakeholders and incorporating their concerns and feedback, project/programme developers can improve project design and outcomes, identify and control external risks, and establish a basis for ongoing collaboration with relevant parties. Effective consultation helps build the capacity of stakeholders to develop appropriate benefit sharing arrangements, and generates ownership of the decisions made. Carbonsink will support RMK in setting up the stakeholder consultation process in a manner that is consistent with the standard’s requirements ; and will ensure that its findings and recommendations are included in the Project Design Document.

Stage B - Grouped Project Validation (one-off) Once the documentation is finalised, the project can be submitted for registration and validation. This is the phase when the project is vetted against the selected standard and methodology, first by a third-party auditor (validation), and then by the standard (registration). Once validation has been concluded, the project proponent may submit the project for registration with the respective program, and is considered validated (i.e. approved).

B.1. Project listing

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Carbonsink will make sure all the documentation required for project validation is assembled according to the standard’s requirements. Once ready, the project can be submitted and pre-listed under the selected standard.

B.2. Open consultation Once submitted, the project is published, and a period of open consultation is provided by the standard to leave room for additional public comments and contributions. Carbonsink will take care of any additional remark or improvement suggested by contributors.

B.3. Third-Party Validation The project’s eligibility, additionality and emission reduction calculations (presented in the PDD), as well as any relevant co-benefits, negative environmental impacts and stakeholder consultations, are validated by a third-party auditor. Carbonsink will take care of selecting a third-party auditor accredited by the standard, on behalf of RMK. Carbonsink will then provide all documentation to the auditor, accompany the auditor during the audit field visit (together with RMK), and answer any additional query raised by the auditor (maximum 3 rounds of findings).

B.4. Registration with the Certification Standard The Certification standard reviews the validation audit report and supporting documentation, and raises any additional clarification requests if required. If approved, the PDD together with the Validation Report issued by the Auditor are registered on a public registry. The project is now validated. During this phase, Carbonsink will be at the standard’s disposal to answer any additional rounds of questions it may raise (max. 3 rounds of findings).

Stage C - Instance project(s) verification cycles (recurrent) Once the grouped project is validated, it can proceed with the verification and issuance of carbon credits. Verification is the process of verifying the project performance, including monitored data and calculation of project impact. Each time the project owner (RMK) will have achieved a number of credits it deems appropriate, it may initiate a verification cycle. At this stage, new project instances (new project areas) can be added at each verification cycle without significant additional third party costs for the project developer.

C.1. Preparation of the monitoring report

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Based on the monitoring, report and verification pathway outlined in the grouped project design document, Carbonsink, through input and ground data collected by RMK, will develop the report of the project performance and emission reductions. This report is submitted for verification with a third-party auditor and subsequently with the standard. Once accepted by the standard, the credits are issued and can be retired by the client.

C1.2 Inclusion of new project instances (optional) In case RMK is willing to add new sites as new project instances, Carbonsink will support RMK in ensuring these sites comply with the Eligibility Criteria established in the original, validated Project Description (PD). These criteria typically include: Geographic Boundary, baseline and additionality, and applicability conditions. New instances will be added in the verification report.

C.2. Verification audit Based on the information included in the monitoring report, a third party auditor reviews the project performance for the relevant monitoring period. Carbonsink will be responsible for selecting a third-party auditor accredited by the standard, on behalf of RMK. Carbonsink will then provide all documentation to the auditor, accompany the auditor during the audit field visit (together with RMK), and answer any queries raised by the auditor in order for them to complete a final verification report (up to 3 rounds of findings). Upon completion of the verification audit with the third party auditor, the documentation is submitted to the standard for a further verification review.

C.3. Standard review and completion of each verification cycle During this phase, Carbonsink will be at Verra’s disposal to answer any additional rounds of questions it may raise (up to 3 rounds of findings) until approval of the Monitoring and Verification Report, including the confirmation of the number of certificates to be issued.

Stage D - issuance (registration) of verified carbon credits, and credit management (recurrent) Upon negotiation, RMK should clarify whether it expects to establish its own registry account under Verra for the purposes of submitting project documentation for review, and managing credit issuances. If not, RMK can utilise Carbonsink’s registry account. This will highly impact the ability and effort required to manage the credits the project will issue on behalf of RMK.

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Following each verification cycle completion, RMK will be entitled to claim a corresponding amount of credits to be issued by the standard. Upon sales of credits, in case the account is managed by Carbonsink, Carbonsink will ensure the credits are issued by the standards, and either transferred to or retired on behalf of the clients.

Stage E - Credit Sales (recurrent) Carbonsink/South Pole is uniquely positioned to provide RMK with comprehensive credit sales support. With over two decades of industry leadership, we are amongst the leading credit retailers in the world. In 2024 alone, we have successfully delivered more than 22.5 million carbon credits to our clients .

Our approach leverages a sophisticated ecosystem of private and public sector partners, underpinned by an unrivaled understanding of carbon market dynamics. Furthermore, our presence in key European hubs—including Paris, London, Amsterdam, Zurich, Berlin, and Milan—ensures RMK receives localized expertise from our dedicated regional sales teams.

Please note that Carbonsink / South Pole’s ability to support the sales of RMK credits depends on a series of factors, including, but not limited to, the target sales price set by RMK, minimum sales price set by RMK to cover the capex and opex costs, as well as on the volumes available at each issuance.

5. Extent of state land under RMK’s management covered by the activities

The present proposal is designed so that the project can encompass forests and land managed by RMK, as well as third-party forests and land for which RMK will serve as an aggregator . All land areas included under the Project will be subject to an eligibility check to ensure that they comply with the requirements of the relevant methodology and standard; that all relevant land rights and titles are secured for the duration of the project; and that free, prior, and informed consent is gained for including the land within the project. The eligibility check would include a GIS review conducted by South Pole’s in-house GIS expert team and would incorporate a historic look back of the land parcels in compliance with the requirements of the relevant methodology.

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Based on the methodologies initially proposed, the land and activities that would be eligible would include:

● Lands that have been cleared of native vegetation for a significant period where new forest cover can be established (VM0047)

● Lands that are already categorized as forests but are being managed in ways that limit their carbon storage potential (VM0003)

● Lands where "baseline" conventional logging practices are carried out that can be transitioned to "project" scenarios that prioritize carbon retention through forest conservation schemes (VM0012)

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6. Estimated timelines (in months)

Phase timeline (months)

Stage A - Project Design (one-off) 8

Stage A.1 Pre-assessment 3

A.2 Grouped Project Design Document development 5

A.3. Local Stakeholder Consultation (as part of the design document preparation) 3

Stage B - Project Validation (one-off) 12.5 - 15.5

B.1. Project listing 0.5

B.2. Open consultation 1

B.3. Third-Party Validation 3 - 4

B.4. Registration with the Certification Standard 8 - 10

Stage C - Instance project(s) Verification cycles (recurrent) 14 - 17

C.1. Preparation of the monitoring report 4

C.1.2 Inclusion of new project instance (included in the monitoring report)

C.2. Verification audit 3 - 4

3.3. Standard review and completion of each verification cycle 7 - 9

Stage D - Credit management (recurrent)

credit issuance 0.5

credit transfer/retirement 0.5

* Third party (standard or third party auditor) dependant. Timeline is based on current project pipeline under Verra VCS.

Please note that under Verra’s Verified Carbon Standard (VCS), it is possible to undergo a joint validation and verification, bringing together its initial design assessment and its first assessment of project performance simultaneously. This integrated approach is typically used during the first reporting period to increase efficiency and reduce costs, as a single auditor (Validation/Verification Body) can review the project’s adherence to the methodology alongside the recorded monitoring data in one combined site visit and report. However, this opportunity should be assessed while the PDD is under development, and should be negotiated between the parties at due time.

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7. Potential risks and mitigation measures Anticipation of risks is crucial for successful project development. The per-assessment phase is precisely designed to identify potential concerns and red flags, as well as the needed technical corrective actions to be put in place ahead of project implementation. In addition, it will serve to set clear financial expectations over the project performance. Carbonsink will use its r emote sensing team and platform to assess indicators of natural risk during the assessment phase and across all project phases, and contribute to identifying corrective actions to mitigate the identified risks.

Moreover, throughout project design and development, RMK will rely on the support of South Pole in-house risk function - a specialized quality management unit designed to go beyond the baseline requirements of standard carbon certifiers . Carbonsink will thus apply a market-leading Quality Management Framework early in the process, to ensure the project isn't just "compliant" with Verra, but is resilient against evolving market scrutiny.

South pole in house risk function will utilize a nine-step integrity process that will help RMK to identify potential red flags. This includes:

● Adverse Media & KYC Screening : Vetting project partners and counter-parties to prevent reputational blowback.

● Technical Reviews : Independent risk experts conduct in-depth assessments of project design documents.

● Mitigation Action Plans : If a risk is identified (e.g., a high risk of leakage), the risk function will help define specific mitigation actions to "de-risk" the project before it hits the market.

To maintain high integrity, particular attention will be paid on how the project accounts for international leakage risk , and how it will mitigate the threat of 'displaced logging,' ensuring Estonian conservation doesn't inadvertently drive up emissions in developing regions with more sensitive forest ecosystems, or higher emissions per unit of wood.

Furthermore, the project will be able to rely on South Pole’s internal ERP system, to constantly monitor sales tradeable volumes , guarantee accurate credit management, as well as support the timely and efficient execution of credit sales.

By following Verra ARR/IFM methodologies, RMK project can reasonably expect to generate credits that are E U CRCF (Carbon Removal Carbon Farming framework) compliant , hence be eligible for what is set to become the largest market for carbon removal in the world, further driven by the European Commission effort to establish a

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Buyers’ club for short-term removals. However, Carbonsink will closely monitor the evolution of the European framework, and highlight any major potential risk/opportunity it may generate for the project.

8. Proposal for the remuneration model (combined fee) The following proposal brings together a combined approach that increases South Pole’s exposures as the project approaches credit issuance. Carbonsink exposure to risk will increase as the project moves across approval stages, until both parties are strongly bound to project and market performance.

Service delivery fees

Phase Carbonsink fee

(in EUR, VAT excluded)

Stage A - Project Design (one-off) 128,000

Stage A.1 Pre-assessment 56,000

A.2 Grouped Project Design Document development 54,000

A.3. Local Stakeholder Consultation (as part of the design document preparation) 18,000

Stage B - Project Validation (one-off) 47,000

B.1. Project listing 2,000

B.2. Open consultation

B.3. Third-Party Validation audit 30,000

B.4. Registration with the Certification Standard 15,000

Stage C - 1st project verification cycle 60,000

C.1. Preparation of the monitoring report 33,000

C.2. Verification audit 16,000

3.3. Standard review and completion of each verification cycle 11,000

Stage D - Credit management (recurrent) 0.00

credit issuance

credit transfer/retirement

Stage E - Credit Sales Defined in the carbon credit sales section

TOTAL fee until first credit issuance 235,000

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For each new project instance inclusion required by the client, South Pole will charge an additional 30,000 EUR to each monitoring cycle.

C.1.2 Inclusion of new project instance (optional, to be included in the monitoring report) 30,000

A 50% discount will be applied from the second verification cycle and following.

Stage C - 2nd Instance project verification cycle (and following) 30,000

C.1. Preparation of the monitoring report 16,000

C.2. Verification audit 9,000

3.3. Standard review and completion of each verification cycle 5,000

RMK and Carbonsink will collaboratively determine the optimal timing for each verification cycle, thereby establishing the frequency of the process. The parties will jointly define when it is most appropriate to start.

Please also note that the Fees quoted herein shall apply for 2026. For any services rendered after 31 December 2026, an annual escalation rate of 3% will be applied to the Fees.

Please note the above budget does not include third party fees, i.e. the fees due to third party auditors and the standard. As of today, Verra fees schedule is the following:

Stage B - Project Validation (one-off) Verra Fee in USD

B.1. Project listing 1,500

B.4. Registration with the Certification Standard 3,750

Stage C - Project Verification cycles (recurrent)

3.3. Standard review and completion of each verification cycle 5,000

Stage D - Credit management (recurrent)

credit issuance 0.3 x VCU

credit transfer/retirement 0.02 x VCU

Third party auditing for validation and for verification vary depending on the selected VVB and project complexity.

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Fee for carbon credit sales services (principles)

Carbonsink is willing to negotiate how to reward its contribution on credit sales services, in the form of a commission fee upon credit sales. However, setting commission fees on credit sales can only be done once the project partner (RMK) defines a minimum sale price and a target sales price, and once more clarity is provided over the expected yields of the project (n° of issuances, volume per issuances).

As described on page 6, If selected for further negotiation, Carbonsink is prepared to conduct this Initial Eligibility Screening at no cost. This analysis will provide the empirical baseline necessary for both parties to define the commercial terms and conditions for future credit management and sales support.

As of this proposal (March 2026) , IFM removals ICROA certificates generated in the EU are exchanged at 28-35 EUR, with higher price paid for ARR projects, up to 55-60 EUR for ARR projects located in key European markets, such as Germany. Nature-based-Solution projects based in Estonia currently exchange certificates at 40-50 EUR per carbon credit .

As a reference point to start negotiations, we may hypothetically think of a 5-10% commission fee until target sales price, and an additional 25% for any euro above target sales price . However, this cannot be advanced as an official offer from Carbonsink, as a credible forecast of project expected issuance will only be possible once the pre-assessment phase is completed.

In exchange for exclusivity upon credit sales , South Pole will include RMK project into his project portfolio, generate ad hoc marketing materials pro bono , and propose the project amongst its unique portfolio of clients. South Pole - with its experience and support to structured carbon funds, may also explore opportunities to identify potential offtakers for the project’s carbon credits, hence providing RMK with additional resources ahead of the credit issuance.

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9. Explicatory note on the annexes

The present proposal is sided by 3 annexes to meet the RfP requirements for the provision of the draft standard contract.

1. Annex 01 is the General terms & Conditions South Pole and its affiliate apply when implementing service delivery mandates.

2. Annex 02 is the standard template for Statement of Work we provide to our clients when implementing service delivery mandate

3. Annex 03 is South Pole’s template Emission Reduction (or Removal) Purchase Agreement, that is used to negotiate and regulate the sales and go-to market rights between the parties involved in a carbon project.

All 3 documents in the Annexes are propriety of South Pole, must be considered business secrets and cannot be disclosed to third parties.

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