| .. | |||||
| White paper for E-Money Token | |||||
| Digital Token Identifier: | To be assigned | ||||
| Issuer of the e-money token: | 875500ONK4E5XGIP7O24 - Newrails, UAB | ||||
| Type of submission: | Modify | ||||
| Table of content | |||||
| General information | |||||
| SUMMARY | |||||
| Part A - Information about the issuer of the e-money token | |||||
| Part B - Information about the e-money token | |||||
| Part C - Information about the offer to the public of the e-money token or its admission to trading | |||||
| Part D - Information on the rights and obligations attached to e-money tokens | |||||
| Part E - Information on the underlying technology | |||||
| Part F - Information on the risks | |||||
| Part G - Information on the sustainability indicators in relation to adverse impact on the climate and other environment-related adverse impacts | |||||
| [Table 4] Template for white papers for e-money tokens | |||||
| Template for white papers for e-money tokens [abstract] | |||||
| General information | |||||
| I.00 Table of content | boolean true | ||||
| I.01 Date of notification | date | ||||
| I.02 Statement in accordance with Article 51(3) of Regulation (EU) 2023/1114 | boolean true | ||||
| I.03 Compliance statement in accordance with Article 51(5) of Regulation (EU) 2023/1114 | boolean true | ||||
| I.04 Warning in accordance with Article 51(4), points (a) and (b), of Regulation (EU) 2023/1114 | boolean true | ||||
| SUMMARY | |||||
| I.05 Warning in accordance with Article 51(6), second subparagraph of Regulation (EU) 2023/1114 | boolean true | This summary should be read as an introduction to the crypto-asset white paper. The prospective holder should base any decision to purchase this e-money token on the content of the crypto-asset white paper as a whole and not on the summary alone. The offer to the public of this crypto-asset does not constitute an offer or solicitation to purchase financial instruments and that any such offer or solicitation can be made only by means of a prospectus or other offer documents pursuant to the applicable national law. This crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council or any other offer document pursuant to Union or national law. |
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| I.06 Characteristics of the crypto-asset | textBlock | provides a faster, safer, and more efficient way to send, spend, and exchange money worldwide. For every EURW issued and remaining in circulation, Newrails will hold either one euro ("EUR") or an equivalent amount of EUR-denominated assets on behalf of holders, in order to facilitate the frictionless movement of the e-money tokens, utilizing blockchain technology. As a fully reserved e-money token, EURW is backed by an equivalent amount of euro-denominated assets held by Newrails and redeemable 1:1 for euros. |
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| I.07 Right of redemption | textBlock | ||||
| I.08 Key information about the offer and/ or admission to trading | textBlock | ||||
| Part A - Information about the issuer of the e-money token | |||||
| A.1 Statutory name | text | ||||
| A.2 Trading name | text | ||||
| A.3 Legal form | text | ||||
| A.4 Registered address | |||||
| Registered address | text | ||||
| Country | enumeration | ||||
| Sub-division | text | ||||
| A.5 Head office | |||||
| Head office | text | ||||
| Country | enumeration | ||||
| Sub-division | text | ||||
| A.6 Registration date | date | ||||
| A.7 Legal entity identifier | LEI | ||||
| A.8 Another identifier required pursuant to applicable law | text | ||||
| A.9 Contact telephone number | text | ||||
| A.10 E-mail address | text | ||||
| A.11 Response time (days) | integer | ||||
| A.12 Parent company | text | ||||
| A.13 Members of the management body | |||||
| Member #1 | id | 1 | |||
| Identity | text | ||||
| Business address | text | ||||
| Function | text | ||||
| Member #2 | id | 2 | |||
| Identity | text | ||||
| Business address | text | ||||
| Function | text | ||||
| Member #3 | id | 3 | |||
| Identity | text | ||||
| Business address | text | ||||
| Function | text | ||||
| Member #4 | id | 4 | |||
| Identity | text | ||||
| Business address | text | ||||
| Function | text | ||||
| A.14 Business activity | textBlock | The Electronic Money Institution license authorises Newrails to provide the services that are listed in the license: https://www.lb.lt/en/licences-1/view_license?id=1944. Newrails also provides custody and administration of crypto-assets on behalf of clients with reference to Regulation (EU) 2023/1114, article 60. Also see www.newrails.xyz. |
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| A.15 Parent company business activity | textBlock | ||||
| A.16 Conflicts of interest | text | 1. Reserve Management Conflicts Conflict: Newrails may have an incentive to invest reserve assets in higher-yielding instruments to generate returns, potentially at the expense of liquidity or safety required for prompt redemption. Mitigation: Reserve assets are held exclusively in Euro-denominated liquid and highly liquid assets as required by MiCA Article 54. A minimum of 30% is held in cash at regulated EU credit institutions, with a maximum of 70% in Euro government money market funds or similar investments. Reserves are managed in accordance with applicable EMI safeguarding and MiCA requirements. 2. Redemption Processing Conflicts Conflict: To redeem EURW directly with the issuer, holders must maintain a Newrails account, creating a dependency on Newrails as both token issuer and payment service provider. This could create incentives to delay redemptions or impose conditions. Mitigation: Redemption at par value is guaranteed at any time to any holder who completes AML/KYC verification, in compliance with MiCA Article 49. No fees are charged for redemption. EURW may also be transferred on-chain to third parties or exchanged on secondary markets without Newrails account requirements. For more details see Redemption policy at www.newrails.xyz. 3. Third-Party Service Provider Conflicts Conflict: Newrails relies on third-party custodians for reserve safeguarding and blockchain infrastructure providers (eg. Hedera, Monad) for token operations. These providers may have interests that diverge from EURW holders. Mitigation: All reserve custody arrangements are with EU-regulated credit institutions under contractual safeguarding agreements. Blockchain networks used are permissionless public networks with no commercial relationship to Newrails. Smart contract operations (minting, burning, compliance controls) remain under Newrails's exclusive control. 4. Group Company Conflicts Conflict: Newrails is a subsidiary of Typhoon Wealth Group Limited. Intercompany arrangements or capital allocation decisions could potentially disadvantage EURW holders. Mitigation: All customer funds backing EURW are held in segregated safeguarding accounts, legally separate from Newrails's operational assets and protected from claims of other creditors including group companies. Related-party transactions are conducted at arm's length and subject to independent audit. Capital adequacy is monitored monthly and reported to the Bank of Lithuania. 5. Information Asymmetry Conflict: As issuer, Newrails possesses information about reserve composition and operational matters not immediately available to EURW holders. Mitigation: Total EURW supply is verifiable on-chain at any time. Material changes affecting EURW are communicated to holders via the website and updated white paper notifications. 6. Custody Service Conflicts Conflict: Newrails provides custody and administration services for crypto-assets on behalf of clients, which may include competing e-money tokens or other crypto-assets. Mitigation: Custody services are operationally segregated from EURW issuance activities. Client crypto-assets held in custody are not commingled with EURW reserves. Newrails does not provide preferential treatment to EURW over other crypto-assets held in custody. 7. Blockchain network Conflict: Newrails may receive grants, incentive payments, or other monetary rewards from blockchain network foundations or ecosystems (including Hedera and Monad) contingent upon achieving certain performance targets such as EURW circulation volume, transaction counts, or user adoption milestones. This creates a potential conflict where Newrails's choice of supported networks, or prioritisation between networks, could be influenced by the availability or size of such incentives rather than solely by the interests of EURW holders. Mitigation: Newrails's primary criteria for selecting and maintaining blockchain network support are security, reliability, regulatory compliance, transaction costs, and user accessibility. Network selection decisions are documented and subject to internal governance review. EURW holders retain the right to redeem at par value regardless of which supported network they hold EURW on, ensuring that network incentive arrangements do not affect holder rights or redemption value. |
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| A.17 Issuance of other crypto-assets | boolean | ||||
| A.18 Activities related to other crypto-assets | boolean | ||||
| E-money token issuer and DLT business association | |||||
| A.19 Connection between the issuer and the entity running the DLT | boolean | ||||
| A.20 Description of the connection between the issuer and the entity running the DLT | textBlock | For each of these blockchains, Newrails has entered into agreements with the blockchain entity or foundation, where it exists, responsible for its adoption, by which Newrails agrees to design and deploy EURW on blockchain networks, to make it available to clients, and to offer support to Newrails clients accordingly. Newrails, for regulatory reasons (including transaction monitoring), and as part of its commitment to support the ecosystem, runs a node on each of the supported blockchains. It is common practice in the industry for blockchain foundations to support technical development efforts of token issuers through financial compensatory payments; no such arrangement is currently in force in respect of EURW. |
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| A.21 Newly established | boolean | ||||
| A.22 Financial condition for the past three years | textBlock | Newrails, UAB is a licensed Electronic Money Institution (EMI) authorised by the Bank of Lithuania since 4 June 2020. During the reporting period (2023-2025), the company has been preparing for the launch of EURW, a MiCA-compliant e-money token. Activity has focused on regulatory compliance, technology development, and operational readiness for EMT issuance, with significant investment in infrastructure rather than client acquisition or revenue generation. The financial results for the period reflect this pre-launch investment phase. 2. Financial Performance Summary Metric 2023 2024 2025 Change (2024→2025) Revenue (€) 76,726 84,808 17,838 (79.0%) Net Loss (€) (387,629) (632,934) (1,063,289) (68.0%) worse Shareholder Equity (€) 1,305,600 1,986,870 464,398 (76.6%) Share Capital (€) 450,000 450,000 450,000 — 3. Material Changes and Causes Revenue Decline (2024→2025): Sales revenue declined from €84,808 in 2024 to €17,838 in 2025 as the company suspended new commercial activity to concentrate resources on EURW launch preparation. Increased Net Loss: The net loss for 2025 (€1,063,289) reflects continued investment in technology, regulatory compliance, and personnel ahead of EURW launch, partially offset by other income of €16,385. Personnel costs were the largest component, reflecting the build-up of the team required for EMT operations. Shareholder Equity Movement: Shareholder equity declined from €1,986,870 (2024) to €464,398 (2025), reflecting the operating loss for the year. Capital contributions from Typhoon Wealth Group Limited during the period supported continued operations and pre-launch investment. 4. Capital Resources Share Capital: Authorised and paid-up share capital has remained constant at €450,000 throughout the reporting period. Capital Resources: The company is funded through equity contributions from its sole shareholder, Typhoon Wealth Group Limited (UK Company 12955709), which acquired 100% ownership in January 2023. Typhoon has continued to provide capital support throughout the pre-launch period. Regulatory Capital: As a licensed EMI, Newrails is required to maintain its own funds in accordance with Directive 2009/110/EC. Actual own funds held vs. regulatory minimum, capital adequacy buffer maintained are available at https://www.lb.lt/en/emi-performance-indicators 5. Cash Flows Operating Activities: Operating cash flows were negative during the reporting period due to net operating losses. The company has been in a pre-launch phase, investing in regulatory compliance, technology development, and operational readiness for EMT issuance ahead of generating commercial revenue from EURW. See also https://www.lb.lt/en/emi-performance-indicators. 6. Unusual or Infrequent Events January 2023: Typhoon Wealth Group Limited acquired 100% ownership of Newrails, providing ongoing capital support for strategic development. November 2024: Notification of EURW white paper to the Bank of Lithuania, marking commencement of EMT authorisation process. February 2026: Publication of EURW white paper and commencement of EMT issuance. 7. Going Concern Assessment The company has incurred cumulative losses and is dependent on shareholder funding. The directors have assessed going concern based on: ● Continued capital commitment from Typhoon Wealth Group Limited ● Projected revenue from EURW issuance commencing in 2026 Audited financial statements are prepared on a going concern basis and filed annually with the Companies Registry of the Republic of Lithuania and the Bank of Lithuania. The 2025 financial statements have been audited by UAB "Tezaurus auditas" (audit firm certificate No. 001211), with an unqualified opinion issued on 30 March 2026. |
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| A.23 Financial condition since registration | textBlock | ||||
| A.24 Exemption from authorisation | boolean | ||||
| A.25 E-money token authorisation | text | ||||
| A.26 Authorisation authority | enumeration | ||||
| Information on whether persons other than issuer are involved | |||||
| A.27 Persons other than the issuer offering to the public or seeking admission to trading of the e-money token in accordance with Article 51(1), second subparagraph, of Regulation (EU) 2023/1114 | N/A | . | |||
| A.28 Persons other than the issuer offering to the public or seeking admission to trading of the e-money token in accordance with Article 51(1), second subparagraph, of Regulation (EU) 2023/1114 | N/A | . | |||
| A.29 Reason for offering to the public or seeking admission to trading of the e-money token | N/A | . | |||
| Part B - Information about the e-money token | |||||
| B.1 Name | text | ||||
| B.2 Abbreviation | text | ||||
| B.3 Details of all natural or legal persons involved in design and development | |||||
| Person #1 | id | 1 | |||
| Type of person | enumeration | ||||
| Name of person | text | ||||
| Business address of person | text | ||||
| Domicile of company | enumeration | ||||
| A description of the characteristics of the e-money token, including the data necessary for classification of the crypto-asset white paper in the register referred to in Article 109, as specified in accordance with paragraph 8 of that Article | |||||
| B.4 Type of white paper | enumeration | ||||
| B.5 Type of submission | enumeration | ||||
| B.6 Crypto-asset characteristics | textBlock | The token will be issued on secure blockchain platforms (Hedera and Monad) and will be fully backed by Euro reserves held in segregated accounts at regulated financial institutions. Each Newrails Euro token will be redeemable instantly at par value (1:1) for fiat Euro. EURW will be classified as an Electronic Money Token pursuant to MiCA, a type of crypto asset the main purpose of which is to be used as a means of exchange and that purports to maintain a stable value by referring to the value of a fiat currency that is legal tender. In the case of EURW, the legal tender against which it is referenced is the Euro. |
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| B.7 Website of the issuer | text | ||||
| B.8 Starting date of offer to the public or admission to trading | date | ||||
| B.9 Publication date | date | ||||
| B.10 Any other services provided by the issuer | textBlock | ||||
| B.11 Language or languages of white paper | text | ||||
| B.12 Digital token identifier code used to uniquely identify the crypto-asset or each of the several crypto assets to which the white paper relates, where available | text | ||||
| B.13 Functionally fungible group digital token identifier, where available | text | ||||
| B.14 Personal data flag | boolean | ||||
| B.15 LEI eligibility | boolean | ||||
| B.16 Home member state | enumeration | ||||
| B.17 Host member states #1 | enumerationSet | ||||
| B.17 Host member states #2 | enumerationSet | ||||
| B.17 Host member states #3 | enumerationSet | ||||
| B.17 Host member states #4 | enumerationSet | ||||
| B.17 Host member states #5 | enumerationSet | ||||
| B.17 Host member states #6 | enumerationSet | ||||
| B.17 Host member states #7 | enumerationSet | ||||
| B.17 Host member states #8 | enumerationSet | ||||
| B.17 Host member states #9 | enumerationSet | ||||
| B.17 Host member states #10 | enumerationSet | ||||
| B.17 Host member states #11 | enumerationSet | ||||
| B.17 Host member states #12 | enumerationSet | ||||
| B.17 Host member states #13 | enumerationSet | ||||
| B.17 Host member states #14 | enumerationSet | ||||
| B.17 Host member states #15 | enumerationSet | ||||
| B.17 Host member states #16 | enumerationSet | ||||
| B.17 Host member states #17 | enumerationSet | ||||
| B.17 Host member states #18 | enumerationSet | ||||
| B.17 Host member states #19 | enumerationSet | ||||
| B.17 Host member states #20 | enumerationSet | ||||
| B.17 Host member states #21 | enumerationSet | ||||
| B.17 Host member states #22 | enumerationSet | ||||
| B.17 Host member states #23 | enumerationSet | ||||
| B.17 Host member states #24 | enumerationSet | ||||
| B.17 Host member states #25 | enumerationSet | ||||
| B.17 Host member states #26 | enumerationSet | ||||
| B.17 Host member states #27 | enumerationSet | ||||
| B.17 Host member states #28 | enumerationSet | ||||
| B.17 Host member states #29 | enumerationSet | ||||
| Part C - Information about the offer to the public of the e-money token or its admission to trading | |||||
| C.1 Public offering or trading | enumeration | ||||
| C.2 Number of units | integer | ||||
| Trading platforms characteristics | |||||
| C.3 Trading platforms name | text | ||||
| C.4 Trading platforms market identifier code (MIC) | text | ||||
| C.5 Applicable law | textBlock | ||||
| C.6 Competent court | textBlock | ||||
| Part D - Information on the rights and obligations attached to e-money tokens | |||||
| D.1 Holder's rights and obligations | text | EURW will initially be available to the public via the Newrails Platform and App. In order to access the Newrails Platform and App, it is necessary to create a Newrails account and follow the required steps for registration and successful customer onboarding. Euro fiat funds must then be deposited via wire transfer into the customer's Newrails account. While there are zero fees associated with the creation and redemption of the EURW, certain customer classifications may be subject to account fees for the operation of their Newrails account. Please refer to the Newrails website for pricing information. EURW tokens are issued, or minted, after Newrails receives and settles the user's Euro deposit. EURW is minted to a Newrails-operated omnibus wallet, with the holder's entitlement recorded in Newrails's internal ledger. Private keys for the Newrails-operated omnibus wallet are securely stored in CloudHSM. As a regulated Electronic Money Institution, it is important to note that all funds deposited into the Newrails account are subject to safeguarding and are held in Euro liquid and highly liquid assets. Redemption At the core of Newrails's E-Money Token (EURW) model lies a robust redemption mechanism that ensures all token holders can redeem their tokens for Euro at any time, at a 1:1 par value, with no redemption fees. This system ensures that the Euro reserves backing the EURW are always accessible, allowing users to exchange their digital assets for fiat currency promptly and reliably. Redemption Rights EURW holders who wish to redeem their tokens directly with the issuer will be able to do so via the Newrails Platform. Redemption can be requested electronically at any time, and Newrails guarantees the 1:1 provision of fiat Euro funds equivalent to the number of tokens held. It is important to note that this guarantee is subject to holders that have successfully completed AML/KYC verification, wallet screening, and that have successfully onboarded to Newrails as an account holder. Tokens redeemed will be burned to maintain a balance between the tokens in circulation and the backing reserves. This ensures that the total supply of EURW always aligns with the liquid Euro reserves. To ensure the liquidity of the backing reserves, Newrails's reserve assets are held in liquid and highly liquid financial instruments. This means the reserves can be quickly accessed or liquidated to fulfill redemption requests under all market conditions, ensuring no delays or disruptions in user redemptions, even during periods of high demand. The Institution has the right to use multiple methods for protecting client funds, in line with EMI safeguarding obligations under the European regulatory framework. The Institution will employ the following best practices: ● A minimum of 30% of client funds will be held in a safeguarding account in cash, in Euros, with a reputable European regulated credit institution. ● A maximum of 70% of client funds will be invested into highly secure and liquid Euro government money market funds (MMFs) or similar assets; specifically, T0-T1 settlement to ensure accessibility and compliance with liquidity requirements. These measures ensure the safety, availability, and efficient management of client funds while aligning with regulatory standards and industry best practices. Legal Claim and Transfer of Rights EURW holders have a legal claim against Newrails as the sole issuer of EURW. Holders are entitled to request redemption of their EURW at any time and at par value, subject to compliance with AML/KYC requirements. Transferring EURW to another blockchain address automatically transfers the right to redeem such EURW to the owner of that address and any subsequent holder. Transaction Irreversibility EURW transactions on the blockchain are irreversible. Once EURW is sent to an address, holders accept the risk that they may lose access to, and any claim on, that EURW indefinitely or permanently. This includes situations where: ● An address was entered incorrectly ● The holder loses the private key associated with the address ● The address belongs to an entity that will not return the EURW ● The address belongs to an entity requiring identity verification before returning EURW Newrails is not responsible for recovering EURW sent to incorrect addresses or for losses resulting from lost private keys. No Interest Entitlement In accordance with Article 50 of Regulation (EU) 2023/1114 (MiCA), EURW is non-interest bearing. While Newrails may hold reserve assets in accounts or instruments that generate returns, EURW holders are not entitled to any interest, yield, or other returns earned on such reserves. EURW represents only the right to redeem for an equivalent amount of EUR. No Ownership or Security Interest Holding EURW does not create or impose any lien upon any property, asset, or revenue of Newrails, nor does it create any shareholding, ownership interest, or security interest in Newrails UAB, Typhoon Wealth Group Limited, or any of their affiliates. Holder Representations and Warranties By holding, using, or transferring EURW, holders represent and warrant that: ● They are holding and using EURW in compliance with this white paper and applicable laws ● They are at least 18 years of age (or the age of legal majority in their jurisdiction) ● They are not a Restricted Person as defined in Newrails's Terms and Conditions ● They are not holding EURW on behalf of a Restricted Person ● They will not use EURW for any illegal activity including money laundering, fraud, terrorist financing, sanctions evasion, or other prohibited activities Compliance Controls and Blocked Addresses Newrails reserves the right to: ● Block EURW addresses associated with illegal activity or violations of Newrails's Terms and Conditions ● Freeze EURW in response to legal orders from competent authorities ● Report suspected illegal activity to relevant law enforcement agencies ● Deny redemption requests from addresses that fail AML/KYC screening or wallet compliance checks In such circumstances, holders may forfeit the ability to redeem EURW for EUR. Limitation of Liability To the fullest extent permitted by applicable law, Newrails's liability to EURW holders is limited to the redemption of EURW at par value in accordance with this white paper and applicable law. Newrails shall not be liable for: ● Losses arising from holder misuse of EURW or failure to secure private keys ● Indirect, incidental, or consequential damages arising from the use of EURW ● Losses resulting from blockchain network failures, delays, or disruptions not within Newrails's control ● Unauthorised access to or alteration of holder data or transactions |
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| D.2 Conditions of modifications of rights and obligations | text | Newrails reserves the right to amend this white paper and the EURW Terms and Conditions from time to time, subject to compliance with Article 51(12) of Regulation (EU) 2023/1114 (MiCA). Modifications to this white paper will be notified to the Bank of Lithuania and published on www.newrails.xyz in accordance with MiCA requirements. Material modifications will be communicated to EURW holders through the Newrails Platform, email notification to registered account holders, and/or publication on www.newrails.xyz. Modifications to the EURW Terms and Conditions will be communicated to holders with reasonable advance notice through the Newrails Platform and/or www.newrails.xyz. Continued holding or use of EURW following such notice constitutes acceptance of the modified terms. Rights and obligations relating to Newrails account services (separate from EURW token holdings) are governed by the Newrails Account Terms and Conditions, which may be amended in accordance with the procedures set out there. |
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| D.3 Description of the rights of the holders | textBlock | Protection of Reserve Assets In the event Newrails is unable to fulfil its obligations or becomes insolvent, EURW holders' funds are protected in accordance with MiCA Article 54 and Lithuanian EMI safeguarding requirements. Specifically: ● Funds received in exchange for EURW are held in segregated safeguarding accounts, legally separate from Newrails's operational assets ● Safeguarded funds are protected against claims by Newrails's other creditors, including in enforcement or insolvency proceedings ● Reserve assets are held exclusively for the benefit of EURW holders and may only be used to satisfy redemption claims Holder Rights in Insolvency In the event of Newrails's insolvency, EURW holders: ● Retain the right to redeem EURW at par value (1:1 for EUR) from the safeguarded reserve assets ● Have priority claim on reserve assets ahead of Newrails's general creditors ● Are entitled to equitable treatment in the distribution of reserve assets ● Have the right to receive information about the status of the redemption process Recovery and Redemption Plans Newrails maintains a Recovery Plan and a Redemption Plan, approved by the Bank of Lithuania, to ensure orderly redemption of EURW in crisis scenarios. These plans provide for: ● Procedures to guarantee equitable treatment of all EURW holders ● Timely payment from reserve asset proceeds ● Continuity of critical redemption functions ● Appointment of a temporary administrator where required by law Further details on holder rights under these plans are provided in Sections D.4 (Recovery Plan) and D.5 (Redemption Plan). Bank of Lithuania Oversight Any insolvency or wind-down process will be conducted under the supervision of the Bank of Lithuania, ensuring regulatory oversight and protection of EURW holder interests |
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| D.4 Rights in implementation of recovery plan | textBlock | Potential Restrictions During Recovery Depending on the circumstances triggering the Recovery Plan, Newrails may temporarily impose one or more of the following measures: ● Liquidity management fees on redemptions during periods of exceptional redemption demand ● Redemption limits restricting the amount of EURW that can be redeemed per day, both at aggregate level (e.g., percentage of total EURW in circulation) and at individual holder level ● Redemption delays extending processing times beyond normal service levels ● Temporary suspension of redemptions as a measure of last resort This list is not exhaustive; other measures may be implemented in accordance with the Recovery Plan. Holder Rights During Recovery During implementation of the Recovery Plan, EURW holders: ● Retain their fundamental right to redemption at par value - any restrictions are temporary, not a reduction in entitlement ● Will be informed of any restrictions through the Newrails Platform, email notification, and www.newrails.xyz ● May continue to transfer EURW on-chain to other holders or secondary markets ● May submit complaints regarding the recovery measures through the standard complaints procedure (see D.6/D.7) Restoration of Normal Operations Newrails will work to restore normal redemption operations as soon as circumstances permit, subject to regulatory requirements and in collaboration with the Bank of Lithuania. Regulatory Oversight The Recovery Plan is subject to approval by the Bank of Lithuania, which oversees its implementation. Any significant restrictions on redemption rights will be reported to the Bank of Lithuania. |
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| D.5 Rights in implementation of redemption plan | textBlock | Triggering the Redemption Plan The Redemption Plan will be triggered upon a decision by the Bank of Lithuania if Newrails is unable or likely to be unable to fulfil its obligations, including in cases of: ● Insolvency of Newrails ● Withdrawal of Newrails's EMI authorisation ● Resolution proceedings ● Decision by Newrails to cease EMT issuance activities (subject to regulatory approval) Effect on Individual Redemption Rights Upon activation of the Redemption Plan, normal redemption procedures via the Newrails Platform will be suspended. Newrails (or an appointed administrator) will commence orderly redemption for all EURW holders in an equitable manner. Notice to Holders Upon activation, a notice will be published on www.newrails.xyz and communicated to registered account holders informing all EURW holders of: ● The date and time the Redemption Plan was activated ● The process and timeline for submitting redemption claims ● The information required to file a redemption claim ● Where and how claims should be submitted ● Technical support contact details Redemption Claim Process EURW holders will be required to submit a redemption claim within the timeframe specified in the notice. Claims will be subject to: ● Verification of identity (AML/KYC compliance) ● Verification of EURW holdings and wallet ownership Provision of valid EUR bank account details for receipt of redemption proceeds ● Other information as specified in the Redemption Plan notice Equitable Treatment The Redemption Plan ensures equitable treatment of all EURW holders. Redemption proceeds will be distributed from the safeguarded reserve assets on a pro-rata basis if reserves are insufficient to redeem all claims in full, though Newrails maintains reserves to support 100% redemption at par value. Unclaimed Balances EURW holders who do not submit a claim within the specified period will have their balances: ● Transferred to a designated account maintained for future claims, or ● Transferred to an independent notary or escrow arrangement in accordance with Lithuanian law Holders may claim these balances at a later date subject to verification requirements. Regulatory Oversight The entire redemption process is conducted under the supervision of the Bank of Lithuania, ensuring regulatory oversight and protection of EURW holder interests. Timeline Newrails will endeavour to complete the redemption process within 60 days of activation, subject to the volume of claims and regulatory requirements. |
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| D.6 Complaint submission contact | text | ||||
| D.7 Complaints handling procedures | textBlock | The Client is entitled to submit complaints to the Company. Complaints may be submitted to the Company by e-mail as specified in Newrails T&Cs. The Company shall respond to the Client's complaint in writing, or using another durable medium, within 15 (fifteen) Business Days after the receipt of a complaint. In exceptional cases, due to reasons which are beyond the Company control, the Company is allowed to send to the Client a preliminary response by indicating reasons for delay and the term by which the Client will receive the Company's final response. In any case the term for provision of final response shall not exceed 35 (thirty-five) Business Days after the receipt of a complaint. Handling of complaints is free of charge. The Parties agree that complaints shall be submitted, handled and responded in English. The Company shall have internal procedures for handling complaints fairly and promptly in accordance with the applicable laws. In the event that the Client is not satisfied with the Company's final response, the Client may refer the complaint to the Central Bank of Lithuania within one (1) year from the date the complaint was submitted to the Company. The Central Bank of Lithuania serves as an out-of-court dispute resolution authority for disputes arising between consumers, whether natural or legal persons, and financial service providers. Further details on dispute resolution between consumers and financial market participants can be found at: https://www.lb.lt/en/disputes-between-consumers-and-financial-market-participants. For complaints against a financial service provider, please refer to: https://www.lb.lt/en/complaints-against-a-financial-service-provider#ex-1-3 . In cases of uncertainty regarding whether a dispute or complaint should be filed, Clients may consult the BoL's guidance at: https://www.lb.lt/en/complaints-against-a-financial-service-provider#ex-1-1. Should the Client wish to submit a complaint to the BoL as an out-of-court dispute resolution authority, the Client must first submit a complaint to the Company within three (3) months from the date of the alleged violation. Notwithstanding the foregoing, Clients retain the right to initiate legal proceedings before any competent court. This White Paper and any claim arising from this White Paper and/ or in connection with the Services will be governed by and interpreted in accordance with the laws of the Republic of Lithuania, without regard to conflicts of laws and principles. Any and all actions brought to enforce this White Paper or resolve any dispute arising out of this White Paper and/ or in connection with the Services must be brought exclusively in the courts of the Republic of Lithuania, and each Party hereby consents to and agrees to submit to the exclusive personal jurisdiction and venue of such courts. |
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| D.8 Dispute resolution mechanism | textBlock | ||||
| E-money token schemes details | |||||
| D.9 Token value protection schemes | boolean | ||||
| D.10 Token value protection schemes description | textBlock | ||||
| D.11 Compensation schemes | boolean | ||||
| D.12 Compensation schemes description | textBlock | ||||
| D.13 Applicable law | textBlock | ||||
| D.14 Competent court | textBlock | ||||
| Part E - Information on the underlying technology | |||||
| E.1 Distributed ledger technology | text | 1. Hedera Hashgraph Hedera is a public, decentralized network governed by the Hedera Governing Council, comprising up to 39 term-limited organizations across diverse industries and geographies. Unlike traditional blockchain architecture, Hedera uses hashgraph consensus, a directed acyclic graph (DAG) protocol that achieves high throughput (10,000+ transactions per second), low latency (3-5 second finality), and fair transaction ordering. ● Network type: Public, permissionless for users; permissioned governance ● Consensus: Hashgraph (asynchronous Byzantine Fault Tolerant - aBFT) ● Native token: HBAR ● Token standard: Hedera Token Service (HTS) ● Smart contracts: Hedera Smart Contract Service (HSCS), EVM-compatible ● Governance: Hedera Governing Council ● Website: https://hedera.com 2. Monad Monad is a high-performance Layer 1 blockchain designed for EVM compatibility with significant throughput improvements. Monad achieves scalability through parallel execution of transactions and pipelined processing, enabling 10,000+ transactions per second while maintaining full compatibility with Ethereum tooling, smart contracts, and wallets. ● Network type: Public, permissionless ● Consensus: MonadBFT (pipelined HotStuff-based Byzantine Fault Tolerant protocol) ● Native token: MON ● Token standard: ERC-20 compatible ● Smart contracts: Full EVM equivalence ● Website: https://monad.xyz EURW tokens on both networks are fungible representations of the same underlying e-money, backed by the same reserve assets. Holders may use EURW on either network depending on their technical requirements and preferences. |
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| E.2 Protocols and technical standards | textBlock | Blockchain Token Standard Hedera Hedera Token Service (HTS) Monad ERC-20 On Hedera, EURW utilises the native Hedera Token Service integrated with smart contract functionality via the Hedera Smart Contract Service (HSCS), enabling compliance controls such as freeze and blacklist capabilities. On Monad, EURW is deployed as an ERC-20 compatible token using an upgradeable smart contract architecture, extending the standard with equivalent compliance functionality. Newrails may add support for additional blockchain networks in the future and will update the list of supported networks on www.newrails.xyz. Newrails may, based on factors such as transaction volumes, security considerations, or regulatory requirements, decide to discontinue support for a blockchain network. In such cases, the process for redemption by EURW holders on the affected network will be published on www.newrails.xyz. |
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| E.3 Technology used | textBlock | On Hedera, EURW is managed through a dedicated smart contract utilising the Hedera Token Service (HTS) and Hedera Smart Contract Service (HSCS), enabling minting, redemption, and compliance controls including the ability to freeze or blacklist wallets in response to regulatory requirements or illicit activity. On Monad, EURW is deployed as an ERC-20 compatible token with equivalent compliance functionality, fully interoperable with standard Ethereum tooling and libraries. EURW is recognised by major wallets supporting the respective networks: Hedera-compatible wallets (such as HashPack and Blade) for EURW on Hedera, and standard EVM wallets (such as MetaMask) for EURW on Monad |
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| E.4 Purchaser's technical requirements | textBlock | The purchase of EURW on the secondary market, for example through EU-regulated crypto-asset service providers, is available to users of these third-party platforms and subject to their own compliance requirements. Prospective EURW holders must use wallets compatible with the blockchain networks on which EURW is issued: Hedera-compatible wallets (supporting HTS tokens) for EURW on Hedera, or EVM-compatible wallets for EURW on Monad. Usage of EURW requires holders to pay network transaction fees (HBAR on Hedera, MON on Monad), which are paid to network validators, not to Newrails. |
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| E.5 Consensus mechanism | text | Network Consensus Mechanism Hedera Hashgraph (asynchronous Byzantine Fault Tolerant - aBFT) Monad MonadBFT (pipelined Byzantine Fault Tolerant) Both mechanisms achieve fast finality without energy-intensive mining, providing secure and efficient transaction processing environments for EURW |
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| E.6 Incentive mechanisms and applicable fees | text | Network Fee Currency Typical Transaction Cost Hedera HBAR $0.001 - $0.01 USD Monad MON ~ $0.001 Please refer to the websites of each network for more details on fee mechanisms (https://hedera.com, https://monad.xyz). Newrails does not charge fees for the creation (minting) or redemption of EURW (for actual pricing and more details see www.newrails.xyz). |
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| E.7 Use of distributed ledger technology | boolean | ||||
| E.8 DLT functionality description | textBlock | ||||
| E-money token's audit details | |||||
| E.9 Audit | boolean | ||||
| E.10 Audit outcome | textBlock | See also: Hedera Services and Hashgraph Platform Audit: https://hedera.com/wp-content/uploads/2025/12/public-report-final-2021-02-08.pdf Hedera Token Service Code Audit: https://hedera.com/wp-content/uploads/2025/12/public-hts-report-final-2021-02-08.pdf Monad: https://github.com/category-labs/monad-audits/tree/main/client |
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| Part F - Information on the risks | |||||
| F.1 Issuer-related risks | textBlock | 1. Bankruptcy Risk. The risk of Newrails becoming insolvent, which could result from operational losses, failure of a bank holding Newrails's own funds or EURW reserves, or other financial risks impacting Newrails's solvency. 2. Third-Party Risk. The risk arising from Newrails's reliance on third-party service providers, including banks providing safeguarding accounts, technology providers, and compliance service providers. Failure of these providers to perform their services could affect Newrails's ability to issue, manage, and redeem EURW. 3. Market Risk. The risk that reserve assets may not be immediately liquid during periods of exceptionally high redemption demand, potentially affecting Newrails's ability to fulfil all redemption requests within standard timeframes. 4. Operational Risk. The risk of loss caused by fraud, theft, system failures, human error, or inadequate internal processes. 5. AML/CTF Risk. The risk that EURW or wallets holding EURW may be used for money laundering, terrorist financing, or sanctions evasion, or that Newrails may fail to detect such activity. 6. Data Protection Risk. The risk that personal data of Newrails customers may be compromised due to a security breach, leading to regulatory penalties and reputational damage. 7. Regulatory and Legal Risk. The risk arising from operating in a rapidly evolving regulatory environment, including potential changes to MiCA implementation, EMI requirements, or crypto-asset regulations that could affect Newrails's business model or operations. 8. Key Personnel Risk. The risk that loss of key personnel or reliance on a small management team could disrupt operations or strategic decision-making. 9. Cybersecurity Risk. The risk of cyberattacks, hacking, or technology failures affecting Newrails's platform, customer data, or operational continuity. 10. Concentration Risk. The risk arising from dependence on a limited number of safeguarding banks, technology providers, or blockchain networks. |
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| F.2 Token-related risks | textBlock | 1. Secondary Market Price Dislocation Risk. The risk that the market value of EURW on secondary markets may temporarily deviate from par value (1:1 with EUR), caused by factors such as liquidity constraints, market sentiment, or concerns about reserve adequacy. 2. Under-Collateralisation Risk. The risk that, due to fraud, mismanagement, or third-party failure, the value of reserve assets backing EURW becomes lower than the outstanding EURW supply, affecting Newrails's ability to honour redemptions at par value. 3. Liquidity Risk. The risk that during periods of exceptionally high redemption demand, reserve assets may not be liquidated quickly enough to fulfil all redemption requests within standard timeframes. 4. Systemic Risk. The risk that disruption to market infrastructure supporting EURW (such as blockchain network failures or collapse of significant service providers) could affect EURW holders' ability to transact or redeem. 5. Scam and Fraud Risk. The risk of loss resulting from scams targeting EURW holders, including phishing attacks, fake tokens, fraudulent giveaways, or impersonation of Newrails or its personnel. 6. Taxation Risk. The tax treatment of EURW purchases, sales, and conversions varies by jurisdiction. EURW may qualify as both a crypto-asset and electronic money under different national frameworks, potentially affecting tax treatment. Holders should seek independent tax advice. 7. Legal and Regulatory Risk. The risk arising from the lack of global regulatory harmonisation for e-money tokens, potential evolution of EU rules, and the fact that EURW may not be regulated or recognised in certain jurisdictions outside the EEA |
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| F.3 Technology-related risks | textBlock | 1. Blockchain Risks. The blockchain networks on which EURW is issued may be subject to technical vulnerabilities, attacks, or disruptions that could lead to pauses in transactions, inability to transfer EURW, or unexpected losses for network participants. As decentralised networks, traditional service level agreements do not apply, and there is no single entity accountable for network failures. 2. Smart Contract Risks. The smart contracts deployed by Newrails to mint, burn, and manage EURW may be exposed to technical vulnerabilities, coding errors, or exploits that could result in losses for EURW holders. 3. Transaction Irreversibility. EURW transactions on the blockchain are irreversible. Once EURW is sent to a blockchain address, holders accept the risk of permanent loss if: (i) the address was entered incorrectly, (ii) the holder loses access to their private keys, (iii) the address belongs to an entity that will not return the EURW, or (iv) the address belongs to an entity requiring identity verification before returning EURW. 4. Security Risks. EURW tokens are susceptible to hacking, fraud, and theft. While Newrails employs security measures including encryption and secure key management, the possibility of a security breach affecting holders cannot be eliminated. 5. Personal Data Risks. Newrails is required under GDPR to protect customer personal data. However, there remains a risk that personal data may be compromised through security breaches or unauthorised access. 6. Unanticipated Risks. E-money tokens are a relatively new technology. Additional risks may materialise that cannot currently be foreseen, or as unanticipated combinations of the risks described in this section. |
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| F.4 Mitigation measures | textBlock | F.1, F.2, and F.3: 1. Mitigation of issuer-related risks 1.1. Bankruptcy Risk. Customer funds backing EURW are held in segregated safeguarding accounts protected from Newrails's creditors under applicable law. In the event of insolvency, EURW holders retain priority claims on reserve assets. Newrails maintains capital adequacy above regulatory minimums, monitored monthly. 1.2. Third-Party Risk. Newrails conducts due diligence on service providers, maintains contractual protections including termination notice periods, and implements contingency procedures in the event a provider fails to deliver services. Third parties are regularly assessed for financial viability and compliance. 1.3. Market Risk. Newrails maintains reserves in highly liquid assets (minimum 30% cash, maximum 70% in T0-settlement money market funds) to ensure redemptions can be fulfilled even during periods of high demand or market volatility. 1.4. Operational Risk. Newrails maintains documented standard operating procedures, internal controls, regular internal and external audits, and a feedback loop to continuously refine processes based on operational reviews and regulatory updates. 1.5. AML/CTF Risk. Newrails implements robust KYC/CDD procedures with enhanced due diligence for high-risk clients, automated transaction monitoring, sanctions screening using tools aligned with OFAC and FATF guidelines, and maintains the ability to freeze or blacklist wallets associated with illicit activity. Suspicious Activity Reports are filed accurately and timely. 1.6. Data Protection Risk. Newrails ensures GDPR compliance through robust data management policies. Customer data is encrypted in transit and at rest, with regular security assessments to identify vulnerabilities. A data governance framework ensures accountability and regulatory adherence. 1.7. Regulatory and Legal Risk. Newrails maintains an active regulatory monitoring programme, engages with the Bank of Lithuania proactively, and adapts policies and procedures to evolving MiCA implementation and EMI requirements. 1.8. Key Personnel Risk. Newrails invests in regular staff training, maintains succession plans for critical roles, and ensures specialist hiring to build a team with deep relevant expertise. 1.9. Cybersecurity Risk. Newrails employs multi-layered security protocols including encryption, multi-factor authentication, regular penetration testing, and a dedicated incident response plan. Systems are monitored continuously for threats. 1.10. Concentration Risk. Newrails applies a diversification strategy across safeguarding banks and service providers where feasible, regularly assesses concentration metrics, and maintains contingency options to ensure operational continuity. 2. Mitigation of token-related risks 2.1. Secondary Market Price Dislocation Risk. Newrails expects any price disparity on secondary markets to be resolved by arbitrage (purchasing EURW below par and redeeming at par with Newrails). If dislocation results from reserve or liquidity issues, Newrails will apply measures in its Recovery Plan or Redemption Plan. 2.2. Under-Collateralisation Risk. Reserve composition is monitored continuously. Reserves are managed in accordance with applicable EMI safeguarding and MiCA requirements, and are subject to audit. If reserves become impaired, the Recovery Plan or Redemption Plan will be triggered. 2.3. Liquidity Risk. Newrails maintains reserves in liquid and highly liquid assets to ensure prompt redemption. The Redemption Policy is designed to respond to scenarios of extreme redemption demand in unfavourable market conditions. 2.4. Systemic Risk. Newrails maintains contingency plans for market disruptions, cooperates with regulators, and adheres to the MiCA framework. Alternative blockchain support (Hedera and Monad) provides operational redundancy. 2.5. Scam and Fraud Risk. Newrails cannot prevent all fraud attempts targeting EURW holders. Newrails periodically communicates security guidance to users and is not liable for losses resulting from third-party scams. Holders are responsible for verifying addresses and protecting their private keys. 2.6. Taxation Risk. Tax consequences should be assessed by each holder based on their jurisdiction and personal situation. Newrails does not provide tax advice. Holders are encouraged to seek independent professional advice. 2.7. Legal and Regulatory Risk (Token). Newrails monitors global regulatory developments affecting e-money tokens and crypto-assets. EURW is designed for use within the EEA under MiCA; holders in other jurisdictions should assess local legal implications independently. 3. Mitigation of technology-related risks 3.1. Blockchain Risks. Newrails conducts thorough due diligence on supported networks, including assessment of security, decentralisation, resilience, and activity levels. Support for multiple networks (Hedera and Monad) provides redundancy in the event of disruption to one network. 3.2. Smart Contract Risks. Smart contracts undergo security audits prior to deployment and following any material modifications. Contract code is publicly verifiable on-chain, enabling independent review by the community. 3.3. Transaction Irreversibility. Newrails cannot reverse blockchain transactions and will not be liable for losses resulting from user error. Holders are informed of this risk and are responsible for verifying transaction details before submission. Newrails periodically communicates this risk through its platform and website. 3.4. Security Risks. Newrails employs encryption, secure key management via CloudHSM, continuous monitoring, and incident response procedures. Regular penetration testing and security audits are conducted. 3.5. Personal Data Risks. Newrails implements technical and organisational measures to protect personal data in accordance with GDPR, including encryption, access controls, and regular security assessments. 3.6. Unanticipated Risks. Newrails maintains a comprehensive risk management framework that is reviewed and updated regularly to identify emerging risks. The Recovery Plan and Redemption PLan provide mechanisms to adress unforeseen scenarios affecting EURW. |
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| Part G - Information on the sustainability indicators in relation to adverse impact on the climate and other environment-related adverse impacts | |||||
| G.1 Adverse impacts on climate and other environment-related adverse impacts | textBlock | ||||
| Mandatory information on principal adverse impacts on the climate and other environment-related adverse impacts of the consensus mechanism | |||||
| General information about adverse impacts | |||||
| S.1 Name | text | ||||
| S.2 Relevant legal entity identifier | text | ||||
| S.3 Name of the crypto-asset | text | ||||
| S.4 Consensus mechanism | text | ||||
| S.5 Incentive mechanisms and applicable fees | text | ||||
| S.6 Beginning of period to which disclosed information relates | date | ||||
| S.7 End of period to which disclosed information relates | date | ||||
| Mandatory key indicator | |||||
| S.8 Energy consumption | energy (kWh) | Hedera To be measured post-launch Monad To be measured post-launch |
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| Sources and methodologies | |||||
| S.9 Energy consumption sources and methodologies | textBlock | Newrails intends to transition to third-party verified data from an established provider (e.g., MiCA Crypto Alliance) as such data becomes available for supported networks. Monad: Energy data to be measured following network maturity and availability of third-party assessment. |
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| Supplementary information on principal adverse impacts on climate and other environment-related adverse impacts of consensus mechanism | |||||
| Supplementary key indicators | |||||
| S.10 Renewable energy consumption | percent | ||||
| S.11 Energy intensity | energy (kWh) | ||||
| S.12 Scope 1 DLT GHG emissions - controlled | GHG emissions (tCO2e) | ||||
| S.13 Scope 2 DLT GHG emissions - purchased | GHG emissions (tCO2e) | ||||
| S.14 GHG intensity | GHG emissions (tCO2e) | |
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| Sources and methodologies | |||||
| S.15 Key energy sources and methodologies | textBlock | Renewable energy percentage estimated based on geographic distribution of network nodes and regional grid mix data. Monad: CCRI (Crypto Carbon Ratings Institute) methodology for PoS networks. Based on comparable PoS networks (Sui, Algorand). Hardware power consumption estimated at 180 watts per validator (weighted average). No deviations from Commission Delegated Regulation (EU) 2025/422, Article 6(5) calculation guidance, except where network-specific data is not yet available. |
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| S.16 Key GHG sources and methodologies | textBlock | Hedera: GHG intensity estimated using UCL energy data and global average grid emission factor (~0.45 kg CO2eq/kWh). Monad: GHG emissions calculated using IEA Global Average Carbon Intensity: 459 gCO2e/kWh. Annual network emissions: 521 t CO2e based on 1,135,000 kWh annual consumption. Aligned with Commission Delegated Regulation (EU) 2025/422, Article 6(5). |
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| Optional information on principal adverse impacts on the climate and on other environment-related adverse impacts of the consensus mechanism | |||||
| Optional indicators | |||||
| S. 17 Energy mix | percent | ||||
| S.18 Energy use reduction | |||||
| Energy use reduction target (absolute value) | energy (kWh) | ||||
| Energy use reduction target (percentage) | percent | ||||
| S.19 Carbon intensity (kgCO2e/kWh) | decimal | ||||
| S.20 Scope 3 DLT GHG emissions - value chain | GHG emissions (tCO2e) | ||||
| S.21 GHG emissions reduction targets or commitments | textBlock | ||||
| S.22 Generation of waste electrical and electronic equipment (WEEE) | mass (tonnes) | ||||
| S.23 Non-recycled WEEE ratio | percent | ||||
| S.24 Generation of hazardous waste | mass (tonnes) | ||||
| S.25 Generation of waste (all types) | mass (tonnes) | ||||
| S.26 Non-recycled waste ratio (all types) | percent | ||||
| S.27 Waste intensity (all types) | mass (tonnes) | ||||
| S.28 Waste reduction targets or commitments (all types) | textBlock | ||||
| S.29 Impact of use of equipment on natural resources | textBlock | ||||
| S.30 Natural resources use reduction targets or commitments | textBlock | ||||
| S.31 Water use | volume (m3) | ||||
| S.32 Non recycled water ratio | percent | ||||
| Sources and methodologies | |||||
| S.33 Other energy sources and methodologies | textBlock | ||||
| S.34 Other GHG sources and methodologies | textBlock | ||||
| S.35 Waste sources and methodologies | textBlock | ||||
| S.36 Natural resources sources and methodologies | textBlock | ||||