STOKR Eligibility and Restricted Jurisdictions

1. About this page

This page explains who may access the INVEST section of stokr.io and the instruments presented there, and which persons and jurisdictions are excluded. You confirm that you have read it when you enter the INVEST section. It supplements the STOKR Terms of Use. It does not replace the terms and conditions, offering documents or eligibility requirements of any instrument, which prevail if they differ from this page.

stokr.io is operated by STOKR S.A.

STOKR S.A. is a technology and platform service provider. It does not issue, offer, place or recommend the instruments presented on stokr.io. Those instruments are issued and offered by third-party issuers, on their own behalf and responsibility, under their own documentation.

2. Professional investors only

Every instrument presented in the INVEST section is offered exclusively to professional investors. The instruments are not offered to retail investors and are not suitable for them. No key information document under Regulation (EU) No 1286/2014 (PRIIPs) has been prepared for any of them, and they are not available to retail investors in the European Economic Area (EEA).

A professional investor is:

• in the EEA, a professional client within the meaning of Annex II of Directive 2014/65/EU (MiFID II), whether per se or treated as such on request, or a qualified investor within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (Prospectus Regulation);
• elsewhere, a person who qualifies under the laws of its jurisdiction as a professional, institutional, qualified, accredited, sophisticated or equivalent investor, to whom the instrument may lawfully be offered without a prospectus, registration or local licence.

For convenience only, the table below summarises the main EEA criteria. It does not replace the legal definitions.

Instruments may also set minimum subscription or holding amounts (for example USD 150,000), which are stated in their documentation.

3. Prohibited persons

The following persons may not access the INVEST section and may not register for investment purposes, subscribe for, acquire, hold through the platform or redeem any instrument. No exception applies.

United States

U.S. Persons within the meaning of Rule 902 of Regulation S under the U.S. Securities Act of 1933; persons located in the United States, any of its states, territories or possessions (including Puerto Rico, Guam, the U.S. Virgin Islands, American Samoa, the Northern Mariana Islands and the U.S. Minor Outlying Islands) or the District of Columbia; and persons acting for the account or benefit of any of them. The instruments have not been and will not be registered under the U.S. Securities Act of 1933 or any U.S. state securities law. Where an instrument’s terms so provide, U.S. citizens and U.S. tax residents are excluded wherever they are located.

Russia and Belarus

Nationals and residents of Russia or Belarus, and entities incorporated, established or organised in Russia or Belarus, together with entities owned (directly or indirectly, 50% or more) or controlled by any of them.

Sanctioned persons and territories

Persons designated under, or otherwise the target of, sanctions administered by the European Union, the United Nations, Luxembourg, the United Kingdom or the United States (including OFAC), and entities owned (50% or more) or controlled by them; and persons located, resident or established in a territory subject to comprehensive sanctions, including Crimea and Sevastopol, the so-called Donetsk and Luhansk People’s Republics, the non-government-controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea and Syria.

Persons to whom an offer would be unlawful

Any person to whom an instrument cannot lawfully be offered, or whose participation would require the issuer or STOKR to register, publish a prospectus or obtain a licence in any jurisdiction.

4. Restricted jurisdictions

Persons resident or located in, and entities incorporated, established or with their principal place of business in, the jurisdictions listed below may not access the INVEST section or subscribe for, acquire or redeem instruments through stokr.io.

This list is reviewed regularly and may change at any time, for example following changes to sanctions, applicable law, risk assessments or issuer decisions. The version published on this page applies.

5. Luxembourg and Germany

Luxembourg and Germany are restricted jurisdictions. Instruments are generally not offered to investors resident or established there. A professional investor resident or established in Luxembourg or Germany may subscribe for an instrument only where its issuer has approved this case by case and an applicable exemption is available. The decision belongs to the issuer, is taken per instrument and is recorded before any subscription is accepted.

6. Further restrictions for each instrument

Each instrument has its own eligibility requirements and selling restrictions in its terms and conditions and offering documents. These can include additional excluded jurisdictions or restrictions based on geographic provenance, different rules for subscription, secondary transfers and redemption, minimum amounts, holding periods and transfer restrictions. A summary appears on each instrument page under “Restricted jurisdictions”; the instrument documents prevail. Each issuer may refuse any subscription or transfer at its discretion.

7. How eligibility is confirmed

1. Access to the INVEST section. Before entering, you confirm that you are a professional investor and that none of the restrictions on this page applies to you. Your confirmation is recorded. It gives you access to information only. It does not establish your eligibility to invest.

2. Registration. Eligibility is verified when you register: identity, residence, nationality and tax residence, sanctions and anti-money laundering checks, and verification of your professional investor status (with the support of a regulated partner where applicable). Only eligible investors are whitelisted.

3. Subscription request. When you request to subscribe for a specific instrument, your eligibility is checked again against that instrument’s terms and conditions, including its geographic restrictions, and is subject to acceptance by the issuer. The issuer may ask for further information or evidence.

4. On an ongoing basis. You must tell us promptly about any change to your residence, nationality, tax residence or investor status. Eligibility may be re-verified at any time. Instruments can be transferred only between whitelisted eligible investors.

If you cease to be eligible, STOKR may suspend your access and the issuer may apply the measures provided in the instrument’s terms and conditions, which may include restrictions on transfer or a compulsory redemption.

8. Your representations

By confirming your eligibility when entering the INVEST section, and again when you register and request a subscription, you represent that:

• you are a professional investor as described in section 2;
• you are not a prohibited person and are not resident, located or established in a restricted jurisdiction (or, for Luxembourg and Germany, that the issuer has approved your subscription);
• you are not acting for the account or benefit of any such person;
• you will not use a VPN or any other means to disguise your location or identity; and
• the information you provide is accurate and you will keep it up to date.

You remain responsible for complying with the laws of the jurisdiction in which you are resident or located. A false representation may lead to the refusal or cancellation of a subscription, the termination of your access, and liability for any resulting loss.

9. No offer; changes; contact

Nothing on this page is an offer to sell, a solicitation of an offer to buy, or investment, legal or tax advice. STOKR may amend this page at any time; the version and effective date are shown at the top, and previous versions are available on request. Questions about eligibility can be sent to [email protected].