Data Room Access Terms

1. Parties, acceptance and approved purpose

These terms are between OKA Holdings Pty Ltd (ACN 680 722 025), trading as OKA Australia (OKA), and the person accepting them. If you identify an entity you represent, you confirm that you have authority to bind that entity, and these terms also bind that entity. “You” refers to you personally and, where applicable, that entity.

In consideration of OKA granting you access to confidential information, you agree to these terms by selecting the acceptance checkbox and clicking “Accept & enter data room”. Access is solely to evaluate a potential investment in OKA, to assess the interest of other potential investors where OKA has approved that activity in writing, or for another purpose OKA approves in writing (Approved Purpose). Neither access nor acceptance commits either party to an investment or other transaction.

2. Confidential information and permitted use

Confidential Information includes all non-public information disclosed by or on behalf of OKA or its related entities in connection with the Approved Purpose, whether written, electronic, oral or visual and whether marked confidential or not. It includes the IM and its revisions, data-room documents, financial models, technology, intellectual property, business affairs, Q&A, the existence and content of confidential discussions, and your notes, extracts and analyses containing that information.

Keep Confidential Information strictly confidential, protect it with reasonable security measures and use it only for the Approved Purpose. Do not publish it, commercially exploit it, use it to develop competing products or services, or disclose it except as these terms permit. All ownership and intellectual property rights remain with their existing owners. Access grants no licence other than the limited right to review and use the information for the Approved Purpose.

3. Permitted associates and disclosures

You may disclose Confidential Information only to associates who need it for the Approved Purpose and are subject to contractual, professional or other legally enforceable confidentiality duties at least as protective as these terms. Associates include your related entities, funds managed or advised by you or your related entities, and your or their directors, officers, employees, contractors, agents and professional advisers.

Inform those associates of the confidential nature and restricted use of the information, and use best efforts to ensure their compliance. OKA may require any associate or prospective investor to enter a separate NDA before receiving information. Do not circulate the IM or data-room material to other prospective investors without OKA's prior written permission. Each person entering the data room must use their own authorised account and accept these terms.

4. Exceptions and required disclosure

The confidentiality obligations do not apply to information you can demonstrate is public other than through a breach of a confidentiality obligation; was lawfully in your possession without restriction before disclosure by OKA; was independently acquired lawfully or developed without using Confidential Information; or cannot reasonably be considered confidential or proprietary.

You may disclose information to the extent required by law, a court, a stock exchange or a competent regulatory or governmental authority. Where legally permitted, notify OKA promptly beforehand, disclose only what is required and reasonably assist OKA to seek confidential treatment. Nothing in these terms restricts a protected disclosure or lawful reporting to a regulator.

5. Account security, copies and AI tools

Keep your account credentials secure and do not share them or allow another person to use your access. Make or download copies only where OKA has enabled or authorised this and only as needed for the Approved Purpose. Restrictions apply to screenshots, extracts and derived notes as well as complete files. Preserve confidentiality notices and watermarks. Do not bypass permissions, scrape or bulk-extract content.

Do not upload Confidential Information to public or shared AI services, model-training systems, or third-party tools that may retain, train on or disclose it beyond the permitted recipients. Use a private enterprise AI or automated analysis service only with OKA's prior written approval and appropriate confidentiality and security safeguards. Promptly notify info@okaaustralia.com of suspected unauthorised access, loss, use or disclosure and reasonably assist with containment.

6. Investment information, risk and independent advice

Information is provided to assist your evaluation and is not personal investment, financial, legal or tax advice. It does not take account of your objectives, financial situation or needs. Read the complete applicable IM, its risk factors, any formal amendments and the relevant subscription documents, and seek independent advice before making an investment decision.

An investment in OKA is highly speculative. You may lose all invested capital, receive no income and be unable to sell your shares when desired. Neither return of capital nor any rate of return is guaranteed. Past performance of OKA, its predecessors or businesses associated with its brand is not a reliable indicator of future performance.

Forecasts, estimates, targets and other forward-looking statements involve assumptions, known and unknown risks and uncertainties. Actual outcomes may differ materially and projections may not be achieved. Some market or third-party information may not have been independently verified. Information speaks as at its stated date and may change; an upload date is not confirmation that every statement remains current.

To the extent permitted by law, OKA and its representatives do not warrant that supporting data-room information is complete, current or suitable for your particular purposes and exclude liability arising from its use. Nothing in these terms excludes liability for fraud or any liability, duty, right or remedy that cannot lawfully be excluded or limited, including under applicable misleading or deceptive conduct laws.

7. Offer restrictions and transaction documents

Data-room access is not itself an offer, acceptance of an application or confirmation of eligibility. The offer described in the 1 July 2026 IM is directed to eligible sophisticated and professional investors under section 708 of the Corporations Act 2001 (Cth), without a prospectus or other disclosure document. OKA must separately determine the applicable eligibility and disclosure basis; a checkbox alone does not establish eligibility. An authorised adviser may access information without personally being the proposed investor.

Do not access, distribute or use offer material where doing so would be unlawful. Overseas recipients must comply with applicable local restrictions. OKA may request evidence of investor status and impose jurisdictional restrictions.

Supporting data-room material does not amend or become incorporated into the IM merely because it is uploaded. Any formal amendment or supplement must be expressly identified by OKA. Seek clarification of inconsistencies before investing. Applications must follow the applicable subscription documents, and OKA may vary or close an offer or reject applications as stated in those documents and subject to law.

Accepting these access terms does not subscribe for shares. The 1 July 2026 IM states that applications have no cooling-off rights except in applicable statutory circumstances; review the applicable offer documents and obtain advice before submitting an application.

8. Duration, return and destruction

Your confidentiality obligations continue throughout the Approved Purpose and for one year after its completion. For clarity, the Approved Purpose ends when the relevant evaluation or transaction process is completed, or when either party notifies the other in writing that it will not continue. A longer obligation in a separate NDA continues according to that NDA.

If either party gives written notice that it will not continue with the Approved Purpose, or OKA requests return or destruction in writing, you must within ten business days return or destroy, at OKA's election, Confidential Information within your or your associates' custody, power or control, including copies, notes and analyses. You may retain board papers and records required by law, regulation or reasonable internal compliance policies. Retained records remain restricted to those retention purposes and subject to the applicable confidentiality obligations. Confirm compliance in writing if OKA reasonably requests it.

9. Access administration and privacy

OKA may limit, suspend or withdraw access and request a separate NDA. Loss of access does not end obligations that survive under these terms. Neither party is obliged to proceed with a transaction.

OKA records your identity, represented entity, acceptance version and time, and data-room access and activity for access administration, security and compliance. The Privacy and collection notice explains the personal information collected, its uses and disclosures, relevant service providers and overseas handling, and how to contact OKA about privacy, access or correction. These terms do not constitute consent to unrelated marketing.

10. Other agreements, changes and governing law

These terms supplement the confidentiality provisions in the applicable IM and any separately executed NDA. If they conflict with a separately executed NDA, that NDA prevails to the extent of the conflict. These terms govern data-room access and do not alter subscription rights or obligations under transaction documents.

OKA will present material changes to these access terms for fresh acceptance before further access. Changes do not retrospectively alter obligations or records of an earlier acceptance. If a provision is unenforceable, the remaining provisions continue to the extent permitted by law.

These terms are governed by the laws of Western Australia. The parties submit to the exclusive jurisdiction of the courts of Western Australia and courts hearing appeals from them. Contact: info@okaaustralia.com.