PROCODE PLATFORMS TOKENIZED SECURITIES TRADING RULES
PROCODE PLATFORMS TOKENIZED SECURITIES TRADING RULES 1
1. PREAMBLE AND REGULATORY STATUS 1
2. DEFINITIONS AND INTERPRETATION 2
3. NATURE OF TOKENIZED SECURITIES 3
5. MARKET STRUCTURE AND TRADING HOURS 4
6. ORDER TYPES AND SUBMISSION 4
7. ORDER PRIORITY AND MATCHING 4
10. CUSTODY OF TOKENS AND SHARES 5
11. REDEMPTION OF TOKENIZED SECURITIES 5
12. TRADING LIMITS AND MARKET INTEGRITY 5
15. SUSPENSION, TERMINATION, AND ENFORCEMENT 6
18. GOVERNING LAW AND JURISDICTION 7
1. PREAMBLE AND REGULATORY STATUS
1.1 These Trading Rules (“Rules”) govern access to and use of the tokenization platform (the “Platform”), operated by Procode Platforms (Private) Limited, a company duly incorporated under the laws of the Republic of Zimbabwe (the “Operator”).
1.2 The Platform provides a regulated marketplace for the trading of blockchain-based tokens representing beneficial interests in equity securities listed on the Victoria Falls Stock Exchange (“VFEX”) (“Tokenized Securities”).
1.3 All activities conducted on or through the Platform are subject to the Securities and Exchange Act [Chapter 24:25], the regulations, directives, guidelines, and circulars issued by the Securities and Exchange Commission of Zimbabwe (“SECZ”), the VFEX Listings Requirements, applicable anti-money laundering and counter-terrorist financing laws, and any other applicable laws of Zimbabwe.
1.4 These Rules are intended to be interpreted and applied in a manner consistent with international best practices for securities exchanges and alternative trading systems, including principles commonly applied by leading global digital asset exchanges, while remaining fully subject to Zimbabwean law.
1.5 By accessing or using the Platform, each user (“User”) agrees to be bound by these Rules, the Platform’s Terms and Conditions, Custody Terms, Token Issuance and Redemption Terms, and any other applicable policies as amended from time to time.
2. DEFINITIONS AND INTERPRETATION
2.1 “Custodian” means a licensed and approved securities custodian holding the underlying VFEX-listed shares on behalf of the Operator for the benefit of Token holders.
2.2 “Market” means the secondary trading market operated by Procode Platforms for Tokenized Securities referencing VFEX-listed shares.
2.3 “Order” means an instruction submitted by a User to buy or sell Tokenized Securities on the Market.
2.4 “Limit Order” means an Order to buy or sell a specified quantity of Tokenized Securities at a specified price or better.
2.5 “Market Order” means an Order to buy or sell a specified quantity of Tokenized Securities at the best available price(s) in the Market at the time of execution.
2.6 “Settlement” means the final and irrevocable transfer of Tokenized Securities and corresponding consideration between Users on the Platform ledger and relevant blockchain network.
2.7 Headings are for convenience only and do not affect interpretation.
3. NATURE OF TOKENIZED SECURITIES
3.1 Each Tokenized Security represents a beneficial, economic, and contractual interest in a specific underlying VFEX-listed share held in custody.
3.2 Legal title to the underlying shares remains with the Custodian or its nominee, subject to trust or custody arrangements for the benefit of Token holders.
3.3 Tokenized Securities are classified as securities under Zimbabwean law and are not derivatives, collective investment schemes, or deposit products unless expressly determined otherwise by the SECZIM.
3.4 Token holders have economic exposure equivalent to the underlying shares, subject to these Rules, redemption procedures, and applicable law.
4. ELIGIBILITY AND ACCESS
4.1 Access to the Platform is restricted to Users who have successfully completed both off-chain and on-chain onboarding, including know-your-customer (KYC), customer due diligence (CDD), and ongoing monitoring requirements in accordance with Zimbabwean AML/CFT laws.
4.2 The Operator may restrict or deny access to any User based on jurisdiction, accreditation, regulatory status, risk assessment, sanctions screening, or instructions from competent authorities.
4.3 Users must have the legal capacity to trade securities under the laws applicable to them.
5. MARKET STRUCTURE AND TRADING HOURS
5.1 The Market operates as a continuous, order-driven marketplace exclusively for Tokenized Securities.
5.2 Trading is available twenty-four (24) hours per day, seven (7) days per week, subject to system maintenance, extraordinary events, or regulatory suspension.
5.3 The Operator may impose trading halts, pauses, or restricted sessions in the interests of orderly markets, investor protection, or regulatory compliance.
6. ORDER TYPES AND SUBMISSION
6.1 Only the following Order types are permitted: (a) Limit Orders; and (b) Market Orders.
6.2 Orders must specify the Tokenized Security, side (buy or sell), quantity, and, where applicable, price.
6.3 Orders are binding once submitted and may only be modified or cancelled in accordance with Platform functionality and these Rules.
6.4 The Operator may set minimum and maximum Order sizes.
7. ORDER PRIORITY AND MATCHING
7.1 Orders are matched on a price-time priority basis.
7.2 Limit Orders are ranked by price and then by time of entry.
7.3 Market Orders are executed against available Limit Orders in the order book.
7.4 Partial executions may occur where insufficient liquidity exists.
8. PRICING AND TRANSPARENCY
8.1 Prices are determined by supply and demand, but within a 15% circuit breaker from the last trading day closing price on the VFEX primary market.
8.2 The 15% price circuit breaker is subject to review by the Operator and the regulator and may be reviewed up or down from time to time for different tokens.
8.3 The Platform provides real-time or near real-time market data, including best bid and offer, mid-price, and volume.
8.4 The Operator does not guarantee price continuity or liquidity.
9. SETTLEMENT AND CLEARING
9.1 Trades are settled on a near-instant basis on the Platform ledger and relevant blockchain network once matched.
9.2 Settlement finality occurs upon irreversible confirmation on the blockchain network used for the Tokenized Security.
9.3 The Operator may reverse or adjust transactions only in cases of manifest error, fraud, or as required by law or regulatory directive.
10. CUSTODY OF TOKENS AND SHARES
10.1 Tokenized Securities may be minted directly to a User-controlled blockchain address or to an address controlled by the Operator on behalf of the User.
10.2 Underlying shares are held with the Custodian in segregated accounts.
10.3 The Operator maintains records reconciling Tokens in circulation with underlying shares held.
11. REDEMPTION OF TOKENIZED SECURITIES
11.1 Users may request redemption of Tokenized Securities for the underlying VFEX-listed shares, subject to eligibility, minimum thresholds, and fees.
11.2 Redemptions are subject to a settlement period of T+5 business days.
11.3 The Operator may amend redemption minimums and procedures from time to time.
12. TRADING LIMITS AND MARKET INTEGRITY
12.1 The Operator may impose limits on: (a) Order size; (b) Trading frequency; (c) Position size; and (d) Platform-wide activity.
12.2 Limits may be applied to prevent market abuse, manipulation, excessive volatility, or systemic risk.
12.3 The Operator conducts market surveillance and may investigate suspicious activity.
13. PROHIBITED CONDUCT
13.1 Users must not engage in:
(a) Market manipulation;
(b) Insider trading;
(c) Wash trading;
(d) Front-running;
(e) Dissemination of false or misleading information; or
(f) Any conduct prohibited under Zimbabwean securities law.
14. FEES AND CHARGES
14.1 Trading, custody, minting, redemption, and other fees are disclosed separately and may be amended with notice.
14.2 Fees are deducted in accordance with published schedules.
15. SUSPENSION, TERMINATION, AND ENFORCEMENT
15.1 The Operator may suspend or terminate a User’s access for breach of these Rules or applicable law.
15.2 The Operator may cancel Orders or unwind trades where necessary to maintain market integrity.
16. RISK DISCLOSURE
16.1 Trading Tokenized Securities involves risks, including price volatility, liquidity risk, blockchain risk, custody risk, and regulatory risk.
16.2 Users acknowledge and accept these risks.
17. AMENDMENTS
17.1 These Rules may be amended by the Operator subject to regulatory approval where required.
17.2 Amendments take effect upon publication on the Platform.
18. GOVERNING LAW AND JURISDICTION
18.1 These Rules are governed by the laws of the Republic of Zimbabwe.
18.2 The courts of Zimbabwe have exclusive jurisdiction, subject to any statutory dispute resolution mechanisms.
Approved by Procode Platforms (Private) Limited Date: 02/06/2026