Information Document - GreenToken Public Offering - AMF ......2020/05/13 · Founding Partners:...
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Information Document - GreenToken Public Offering - AMF Visa ndeg ICO20-189 delivered on 12 May 2020 - WPO SAS
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GENERAL WARNING
Investment in an initial coin offering as defined in Article L 552-3 of the Monetary and Financial Code
entails risks of a partial or complete loss of the investment No guarantee is given regarding the
liquidity of the tokens acquired in the offering the existence of a secondary market for said tokens
the value of the tokens acquired in the offering and the exchange value of said tokens in legal
currency Tokens do not constitute financial instruments within the meaning of Article L 211-1 of the
Monetary and Financial Code and confer no other right than those described in the Information
Document In addition the regulatory framework applicable to the offering and to the tokens as well
as the tax regime applicable to the holding of tokens are not defined to date in certain jurisdictions
The approval issued by the AMF concerns only the offering covered by this Information Document
As from the end of the offering the AMF will not monitor the issuer or its project Any communications
subsequent to the offering and relating thereto will not be reviewed by the AMF
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TABLE OF CONTENTS
GENERAL WARNING 2
TABLE OF CONTENTS 3
PART 1 - INFORMATION ON THE TOKEN ISSUER 5
1 About WPO 5
2 GreenToken Project Team 15
3 Interests including conflicts of interest that may affect the Public Token Offering 20
4 Governance of WPO 22
5 Statutory Auditor 23
PART 2 - THE GREENTOKEN PROJECT 25
1 Our Project 25
2 Current business model (2008-19) consultancy 26
3 New business model monetisation of Production Data 26
4 Legal and regulatory aspects specific to WPO or the GreenToken Project 37
5 Deployment Strategy 39
6 Value analysis 42
7 GreenToken Project Decision-Making and Governance Mechanisms 44
8 GreenToken Project Business Plan 47
9 Fees related to the Public Token Offering 52
10 Allocation of funds and Digital Assets collected and use of self-held tokens 53
PART 3 - RIGHTS AND OBLIGATIONS ATTACHED TO GREENTOKENS 57
1 The GreenToken 57
2 Operating costs of the GreenToken 61
3 Previous GreenToken issues 62
4 Rules and conditions for use and operation of GreenTokens 62
5 System on which GreenTokens will be registered 65
6 GreenTokens time frame of use 65
7 66
PART 4 - RISK FACTORS 68
1 Economic risks 68
2 Technological risks 70
3 Risks linked to the Project 71
PART 5 - CHARACTERISTICS OF THE TOKEN OFFERING 74
1 Number of GreenTokens to be issued 74
2 Amounts of the issue 75
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3 GreenToken Subscription Price 76
4 Accepted Currencies and Digital Assets 78
5 Steps prior to the Public Token Offering 78
6 Terms of subscription for GreenTokens 79
7 Time frame of the Public Token Offering 84
8 Information on the period after the Public Token Offering 85
PART 6 - TECHNICAL TERMS AND CONDITIONS FOR THE ISSUE OF GREENTOKENS 86
1 Description 86
2 Parameters of the automated computer programme and objective of the functions 88
3 Security and Compliance Audits 88
PART 7 - CUSTODY AND RESTITUTION OF FUNDS AND DIGITAL ASSETS 89
1 Monitoring and safeguarding of funds and digital assets collected 89
2 Refunding of Subscribers 92
PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS ANTI-MONEY LAUNDERING AND
COMBATING THE FINANCING OF TERRORISM AND SECURITY 95
1 Knowledge of subscribers and AML-CFT 95
2 Cybersecurity and detection systems for technical malfunctions 101
PART 9 - APPLICABLE LAW RESTRICTIONS AND JURISDICTION 102
1 Applicable law 102
2 Restrictions on the Public Token Offering 102
3 Competent courts in the event of a dispute 102
4 Tax regime applicable to the holding of GreenTokens in France for French subscribers 103
PART 10 - DECLARATION 105
PART 11 - GLOSSARY 106
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PART 1 - INFORMATION ON THE TOKEN ISSUER
Public Token Offering 1 comprises the issuance of Digital Assets GreenTokens classified as
Utility Tokens within the meaning of article L 54-10-1 of the Monetary and Financial Code (CMF)
GreenTokens entitle the holder to GoCert certificates private certificates created registered and
transferred through a Distributed Ledger Technology (DLT)
1 About WPO
11 Who we are
Founded 12 years ago WPO is a leading independent European platform for asset management and
specialist services in wind power and solar photovoltaic energy (wwwwpoeu) We offer a full range
of technical administrative commercial and financial as well as insurance and power aggregation
expertise in electricity production from renewable sources
We oversee a capacity of more than five gigawatts and the production of ten terawatt hours per
year of electricity from renewable sources WPO is active in over 600 wind and solar energy sites
located in 12 European countries and overseas territories (the Caribbean Indian Ocean and Pacific
Ocean)
The value of the renewable assets under mandate is nearly seven billion euros and each year the
sale of electricity produced from these renewable energy sources is more than 900 million euros
12 Legal entity
The issuer of the GreenTokens is WPO a simplified company limited by shares with a capital of 31112
euros registered on the Paris Trade and Companies Register under the unique identification number
SIREN 507 735 199 and having its registered office at 22 rue de Palestro 75002 Paris
13 Contact details
Address
WPO SAS
22 rue de Palestro
75002 Paris
France
Website wwwwpoeu
Email welcomewpoeu
1 The terms marked by (or capitalised terms) are defined in PART 11 - GLOSSARY at the end of the document
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14 Shareholder structure
WPO is
bull 85 owned by PAMIR HOLDING SARL itself owned by Bartheacuteleacutemy Rouer (LinkedIn)
bull 1325 owned by DALCO HOLDING SARL itself owned by Duncan Levie (LinkedIn)
bull 175 owned by EVGAN SAS itself owned by Alexandre Bertrand (LinkedIn)
15 WPO subsidiaries
WPO wholly owns (100 ) several subsidiaries
bull Germany WPO DEUTSCHLAND GMBH
bull Ireland WPO IRELAND LTD
bull United Kingdom WPO UK SERVICES LTD
bull Sweden WPO SVERIGE AB
16 Structure of WPO Group
Figure 1 Structure of WPO Group and its owners
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17 Our history
The current history of WPO begins in 2008 but its roots go back to 1992 the date of the Rio de
Janeiro Earth Summit and the founding of Wind Prospect the renowned multinational wind energy
business
Figure 2
2020 GreenToken Public Offering approved by the AMF
2019 We service over 600 project sites in 12 European countries
We are located in 28 regional offices and service points
52 GW under service
2018 10th anniversary of WPO
Launch of the GreenToken Project
35 GW under service
2017 The company becomes WPO Group
29 GW under service
2016 Sweden office opens
19 GW under service
2015 Merger of Wind Prospect Operations Ltd and Wind Prospect SAS
We operate from 22 regional offices and service points
10 GW under service
2014 Germany office opens
Launch of the Inspection and Insurance Broking business streams
2013 Seven local service points open in French regions
2012 Wind Prospect SAS becomes an affiliate of Wind Prospect Group Ltd
Pamir Holding SARL takes control
2011 Launch of the Solar business stream
2010 Incorporation of Wind Prospect Operations Ltd - United Kingdom amp Ireland
Founding Partner Duncan Levie
2008 Incorporation of Wind Prospect SAS - France
Founding Partner Bartheacuteleacutemy Rouer
2007 Launch of operations in France (mainly Advisory Services) from Wind Prospect Ltd
2005 Ireland office opens
2000 Australia office opens
1997 Wind Prospect formally established in the UK (Bristol)
Founding Partners Euan Cameron and Colin Palmer
1992 Cons nd wind farm by Euan Cameron and Colin Palmer
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Figure 3 WPO
WPO Group Certified consolidated accounts
In thousands of euros (1) 2016 2017 2018 2019
Revenue 6502 6939 6847 6507
Sale of GreenTokens (2) - - - 216
EBITDA 430 313 (304) 473
Operating profit or (loss) 365 184 (467) 312
Profit or (loss) for the year 230 311 (467) 338
Equity 1389 1767 1309 1670
Average number of full-time
equivalent employees (FTE) 61 74 78 73
RevenueFTE 107 94 88 90
Notes
(1) 2019 consolidated revenue is made up of approximately 55 euros (EUR) 35
pounds sterling (GBP) and 10 Swedish krona (SKR)
(2) Sales of GreenTokens are accounted for as deferred income and not as revenue (see Section
)
19 Our distinctions
WPO has been the leading independent provider of Asset Management Services in France for the
past seven years2 and more recently in Luxembourg Finland Sweden the UK and Ireland
Our estimated average market share is 73 in these markets
WPO is listed in the Financial Times FT1000 - stest Growing Companies 2017 ranking
2 Source France Energie Eolienne - Energy annual reports 2013-2019
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110 Our orderbook
More than 85 of our revenue is recurring
Our secured order book amounts to 216 million euros ie the equivalent of more than three years of
revenue3
In 2019 orders for GreenTokens reached the invoiced and paid amount of 216000 euros For the 2020-
29 period contractual commitments to purchase GreenTokens reached 16 million euros and the
options to purchase GreenTokens reached 14 million euros (see Section Sales)
Supported by the strong growth of the renewable energy sector and our Services-For-Data business
innovation orders have increased by 27 over the past twelve months ie one gigawatt of added
capacity in Europe and overseas
Figure 4 Renewable Power Capacity serviced by WPO
111 Our brand name
An acronym for Wind Prospect Operations the three letters of our current name simply WPO
continue to proudly recall our pioneering roots Today they also refer to strong constitutive elements
of who we are and our mission We sincerely believe that the essence of our work is to help make the
world a better place by ensuring the delivery of reliable clean and sustainable energy in a word
positive
in the business of positive
112 Our experience
ble assets under management has grown to comprise
nearly two thousand wind turbines 12 million photovoltaic modules and 360 project companies Real-
time supervision of these power plants is the bedrock of our experience
At the crossroads of the renewable energy and green finance ecosystem in Europe we have advised
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of wind and solar power projects at all stages of maturity On site each year WPO performs 1000
technical inspections and 500 expert inspections for commissioning and end-of-warranty purposes
and carries out occasional on-site audits
The average availability of European assets managed by WPO is 39 greater than those managed
by third parties4 For our clients this performance represents a cumulative additional income of seven
million euros per year
113 Our team
We are driven by our desire to contribute to the Energy Transition together
Our 73 employees are based in Paris Manchester Dublin Stockholm and Frankfurt and in over
twenty additional service points across Europe All of whom are experienced professionals whose
skills integrity and commitment are fully recognised
Figure 5 Expertise at WPO
The WPO team is managed by a Management Committee a group of the most senior professionals
activities
If our experience and technical expertise are the pillars of our success the safety of our operations is
its keystone
In 12 years we have not experienced any major accident relating to our teams on site and the assets
under our supervision a source of pride and a mark of quality for our team and our clients
4 Automatic algorithmic calculation on all wind installations monitored in Europe by WPO defining a non-contractual average technical and energy availability on 18 Nov Lake)
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114 Where we are in Europe
Figure 6 Wind and solar sites serviced by WPO
Figure 7 WPO offices and service points
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115 Our clients
Our clients are the major players in the renewable energy sector owners investors lenders insurers
and reinsurers The activities of many of them are regulated and overseen by the European or North
American financial authorities
Some of our clients have been placing their trust in us for more than ten years Other clients trust us
to the point where they appoint us as executive officers (chairmen or directors) for their operations
In turn we trust them by accepting these responsibilities
116 Our references
Figure 8
INVESTMENT FUNDS
123 INVESTMENT MANAGERS GOODYIELDS CAPITAL
ACCESS CAPITAL PARTNERS GRAVEL CAPITAL
ACOFI GREENCOAT CAPITAL
ALLIANZ CAPITAL PARTNERS HG CAPITAL
ALLIANZ GLOBAL INVESTORS JOHN LAING
AREAM RENEWABLES KGAL INVESTMENT MANAGEMENT
AXA PRIVATE EQUITY (ARDIAN) MARGUERITE FUND
BLACKROCK RENEWABLES INVESTORS MEAG MUNICH ERGO ASSET MANAGEMENT
BLUE ENERGY NTR
BNP CLEAN ENERGY PARTNERS (GLENNMONT) OBTON
DYNAMIC CAPITAL OCTOPUS INVESTMENTS
CDC INFRA OFI-INFRAVIA
EWC GROUP CAPITAL PREMIUM
COILLTE QUAERO CAPITAL
CREDIT AGRICOLE ASSURANCES RESONANCE ASSET MANAGEMENT
CUBICO SUSTAINABLE INVESTMENTS PRIVATE INVESTMENT BANK
DIF - DUTCH INFRASTRUCTURE FUND SAMFI-INVEST
DOWNING TREIS PARTNERS (MANOR)
ENCAVIS TRUFFLE CAPITAL
EUROFIDEME 2 (MIROVA) TTR ENERGY
FORESIGHT GROUP WHEB INFRASTRUCTURE
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DEVELOPERS
ABO WIND NORDEX
AREVON ENERGY OVERALL RP
ARKOLIA ENERGIES SUN DEVELOPMENT
ENO ENERGY VELOCITA
ENERGIETEAM VENTO LUDENS
FORSA ENERGY VOLKSWIND (AXPO)
FUTUREN (EDF) WIND CLUSTER
INVENERGY WPD WPD OFFSHORE
ENERGY AND ELECTRICITY COMPANIES
BADENOVA EWZ - ELEKTRIZITcurrenTSWERK DER STADT ZUumlRICH
BKW GEgraveCTRIC
EDGE NA MONA GEG - GAZ ELECTRICITE DE GRENOBLE
CNR NATIONAL HRONE COMPANY IWB - INDUSTRIAL WERKE BASEL
EDP RENEWABLES TOTAL QUADRAN
EKZ RENEWABLES SERGIES
ENGIE GREEN ENGIE SOLAR SHELL NEW ENERGIES
EOS - ELECTRICITY OUEST SWITZERLAND STEAG - STEINKOHLEN-ELEKTRIZITAumlT AG
BANKS amp ADVISORY
BARCLAYS KFW IPEX
BNP PARIBAS MACQUARIE
BPIFRANCE MUFG - MITSUBISHI UFJ FINANCIAL GROUP
CAISSE DEPARGNE NATIXIS (BPCE ENERGIEECO)
CM-CIC NORD LB
COMMERZBANK RBS - ROYAL BANK OF SCOTLAND
AGRICULTURAL CREDIT SAAR LB
CREDIT COOPERATIF SOCIETE GENERALE
HCOB (HSH NORDBANK) TEVALI PARTNERS
LAZARD FRERES transaction R (ROTHSCHILD amp CO)
LLOYDS TRIODOS BANK
ING ULSTER BANK
INDEPENDENT PRODUCERS
AALTO POWER INNERGEX RENEWABLE ENERGY
AKUO ENERGY LEGENDRE ENERGIE (ARMORGREEN)
ATALANTE ENERGIES NEOEN
BORALEX OEKOSTROUM
EDD (ECO DELTA DEVELOPMENT) STABEDIX
SPECIAL ENERGY (ENERCOOP) TAALERI ENERGIEIA
FALCK RENEWABLES THRIVE RENEWABLES
REGIONAL PLAYERS amp MIXED ECONOMY COMPANIES
WIND ASSET SEM NIEVRE ENERGIES
BEGAWATT SICECO
CITEOLE REGISTERED OFFICE 27
EOLYS SIPENR
SEM RENEWABLE ENERGY SITE IN OUAGADOUGOU
SDESM ENERGIES WEST ENERGIES
Figure 8
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117 Our historical services
Asset Management Services As a private adviser and asset manager for world-renowned clients our team ensures the safety and
optimum performance of their assets through the expert resources we deploy 247365 adjacent to
their sites in Europe
bull Health safety and environment management
bull Technical and performance management
bull Commercial management and supplier contracts
bull Continuous monitoring and management of production facilities
bull Management of on-site activities
bull Management of stakeholders residents and public relations
bull Hosting and analysis of Production Data
bull Administrative and financial management
bull Management of credit agreements
bull Management of insurance policies and claims
bull Management of contracts for the purchase and sale of energy certificates and capacities
bull Management of REMIT obligations
bull Directorship mandate
Specialised Services We also provide a range of independent bespoke technical services at key points in the life cycle of
wind farms and solar installations Our experts advise our clients on the purchase sale financing and
refinancing of the assets on acceptance for guarantee purposes and on renewal of agreements
bull Technical due diligence
bull Tendering and procurement
bull Performance analysis
bull Post-construction wind amp solar energy capacity studies (recalibration)
bull Negotiation of contracts (equipment supply contract Operation amp Maintenance contract
aggregation contract etc)
bull Strategy to extend the life of production plants (Repowering Revamping or Retrofitting)
bull Audit inspections and technical measures (building oversight acceptance of works and
drawing up list of reservations inspection and end of warranty study video-endoscopy
inspection of blades and measurement of the angle of inclination electrical testing of
generators thermography etc)
bull Audit and Inspection of health safety and environmental controls
bull Advice on aggregation and trading of electricity
bull Insurance broking
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2 GreenToken Project Team
21 Our Executive Committee
The members of our Executive Committee are invested in the GreenToken Project Each of them
brings their experience know-how and particular expertise to ensure its success Client Relations
Technical Operations Health Safety Environment amp Quality Administration amp Finance Human
Resources Marketing amp Communication and - of course - IT amp Digitalisation
They are supported by all 73 WPO Group employees and by the network of partners institutions and
clients that are intrinsic to the ecosystem of the GreenToken Project
Bartheacuteleacutemy Rouer
CEO and cofounder
Duncan Levie
Managing Director and cofounder
Bartheacuteleacutemy Rouer graduated from INSA Lyon and is a
qualified mechanical engineer He joined the
renewable energy sector when France launched its
first renewable support mechanism in 2001
He worked as a project manager or director for several
companies such as Schlumberger Vergnet EnXco
(EDF Renewables) Shell Wind Energy (Royal Dutch
Shell) and UPC Renewables
He developed onshore and offshore wind projects in
France Spain Greece Italy the United Kingdom the
Netherlands Cuba Dominican Republic and China
before creating WPO in 2008
With 20 years of international experience in the
renewable energy sector Bartheacuteleacutemy sits on various
boards of directors for major institutional financial
investors
Duncan Levie graduated from Trinity College Dublin
with degrees in engineering and mathematics He
also holds a certified diploma in accounting amp finance
(ACCA) and qualified as a Chartered Engineer while
working for BP International where he held various
key positions in major projects for onshore and
offshore energy projects around the world
Subsequently Duncan co-founded and managed an
engineering services company in the energy
petrochemical and heavy industry sectors in Ireland
In 2010 he co-founded the UK amp Ireland asset
management business at Wind Prospect now WPO
Duncan sits on various boards of directors for large
institutional financial investors in the renewable
energy sector
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Lara Moretti
Director of Human Resources
Alexandre BERTRAND
Managing Director Digitalisation amp Data
Lara Moretti holds a
from ESSEC Business School with an expertise in
human resources She also has a degree in Public
Relations and a background in metaphysics and
psychology from the State University of New York
Lara began her career as a teacher at Education
Nationale and then worked at Vogue magazine
(Condeacute Nast Group) as a personal assistant to the
President Prior to joining WPO Lara was HR manager
at an American oil company
At WPO since 2012 she has been responsible for the
development and deployment of HR
management policy in line
strategy in a context of strong international growth
Alexandre Bertrand graduated from Eacutecole Centrale de
Marseille He joined WPO for the first time in 2010 as
Operations Manager He was then responsible for
setting up WPOs Technical Management
Department This department continues to occupy a
central position in services
Alexandre subsequently furthered his managerial
experience as Services Manager for Alstom Wind
(France Middle East and Africa) then as Leader of
Wind Services (Operations and Maintenance France
and Belgium) at GE Renewable Energy
With 17 years of experience in the renewable energy
industry Alexandre returned to WPO in 2020 where
business model focused on the collection security
and monetisation of Energy Data in connection with
the GreenToken Project
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Delphine Hubas
Health Environment and Quality Director
Youri Pasquier
Information Systems Director
Delphine Hubas graduated from Agrocampus de
Rennes and is a qualified engineer She also holds a
and Sustainable
Development
Delphine has been working in HSEQ since the
beginning of her career in various industrial groups
and consultancy firms
She has been working in the renewable energy
sector for over ten years and has developed her
career in Europe at several international companies
such as Vestas EDPR and EDF Renewables for
which she has put in place and managed the HSEQ
management systems certified according to ISO
OHSAS and MASE standards
At WPO she is responsible for developing and
putting in place the integrated HSEQ management
system and oversees the HSE operational control of
all wind and solar assets in Europe
Youri Pasquier first graduated in international
commerce from IPAG Paris and then as an engineer
(specialising in IT at ESIEE in Paris)
While working in pioneer companies such as Club-
internet and Vivendi Universal during the 2000s he
developed his IT technical expertise (security high-
availability infrastructure high-traffic digital platforms
e-commerce) He was then involved in the
development of ViaDirect a software editor and
international integrator specialised in information and
guidance in buildings Youri put in place digital amp IoT
equipment around the world on various cloud
platforms
rs by
operations management He then joined WPO in 2018
to take char
and their security
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Christophe Cuzol
Operations Director
Herveacute Gagnaire
CFO
Christophe Cuzol graduated from INSA in Lyon and
is a qualified mechanical engineer In 1999 he took
his first job in the renewable energy sector in
Germany before returning to France when the first
renewable support mechanism was launched in
2001
His first responsibilities were in the development of
wind farms and then in technical studies with more
than 200 wind measures deployed in 10 European
countries
In 2008 he set up the operating division at VSB
Energies Nouvelles This division enabled the
company to become a major player in technical
management services for renewable assets on the
French market with more than 600 MW of wind
farms and supervised photovoltaic installations
He joined WPO in 2018 to head-up the technical and
operating management services on behalf of third
parties at group level and to guarantee the same
quality of service to all its European clients
After graduating from HEC Paris Herveacute Gagnaire
began his career as a strategic and organisational
consultant in a firm founded by former consultants at
Bain amp Mc Kinsey
After ten years in the firm he then joined the
Management of System U (central retailer of Super U
stores)
After working at the textile company Jennyfer as
Director of Flow Management Herveacute then held
management control and financial management
positions in sectors such as engineering and non-
structural building works while studying for a
management accounting diploma at Cnam Intec
(Diploma obtained in 2014) Before joining WPO Herveacute
worked with SMEs as an external financial director
including the INSEAD Business School
At WPO he is responsible for corporate administration
and financial management both internally and on
behalf of third parties as well as financial consolidation
and management control of the GreenToken Project
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22 Legal advice
CMS LEFEBVRE AVOCATS SELAFA (SIREN 722 047 164 RCS Nanterre) 2 rue Ancelle 92522 Neuilly-
sur-Seine France
The CMS network (wwwcmslaw) of which CMS Lefebvre Avocats is a member has nearly five
thousand lawyers in 43 countries and 75 offices
Missions Legal and tax validation of the business plan drawing up of commercial contracts legal and
regulatory assistance for the structuring of the GreenToken and GoCert certificate and assistance in
drafting the Information Document
23 GreenToken technology
EQUISAFE SAS (SIREN 845 383 645 RCS Paris) 18 rue des Capucines 75002 Paris France
EQUISAFE (wwwequisafeio) is a technological infrastructure provider for the issuance distribution
and management of the life cycle of Digital Assets and financial securities EQUISAFE has the status
of Payment Service Provider Agent approved by the ACPR-Banque de France under number
REGAFI 85392
Missions Design and issue the GreenToken through the EQUISAFE platform
24 Escrow and Conservation of Legal Currencies
(wwwfinuzesfr) is an Investment Services Provider (ISP) approved by the
ACPR-Bank of France under number REGAFI 19112
Missions Receive hold in escrow and custody of subscriptions made in legal currency
25 Custody and holding of Digital Assets in escrow
COINHOUSE SAS (SIREN 815 254 545 RCS Paris) 35 rue du Caire 75002 Paris France
COINHOUSE (wwwcoinhousecom) is an online platform and physical foreign exchange counter to
buy sell and store Cryptocurrencies COINHOUSE CUSTODY SERVICES is the sister company
specialising in the custody of digital assets on behalf of third parties COINHOUSE has both
mandatory registrations issued by the AMF for the purchase and sale of Digital Assets against euros
and the custody of Digital Assets COINHOUSE CUSTODY SERVICES has obtained the mandatory
registration issued by the AMF for the custody of Digital Assets
Missions Receipt holding in escrow and custody of subscriptions made in Cryptocurrencies through
a multi-authorisation system At the end of the process and on instruction conversion of
subscriptions into euros
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26 Identification of subscribers
Lemon WAY SAS (SIREN 500 486 915 RCS Bobigny) 14 rue de la Beaune 93100 Montreuil France
Lemon WAY (wwwlemonwaycom) is a Payment Service Provider (PSP) approved by the ACPR-
Banque de France under number REGAFI 16568
Missions Identification of subscribers (KYC and KYB) anti-money laundering and combating the
financing of terrorism (AML-CFT) collection and ring-fencing of funds for subscriptions contracted
by EQUISAFE and that are in foreign currencies which are legal tender
27 GreenToken Listing
CRYPTOEXCHANGE SAS (SIREN 828 416 123 RCS Paris) 7 rue Poirier de Narcay 75014 Paris France
SAVITAR (wwwsavitario) is the platform for trading and exchanging Digital Assets carried out by
CRYPTOEXCHANGE
Missions Pricing the GreenToken on the day after the issue date and fair management of market
activity and conditions of exchange for users
28 Bank
CREacuteDIT COOPEacuteRATIF SCA (SIREN 349 974 931 RCS Nanterre) 12 boulevard Pesaro 92024 Nanterre
Cedex France
Credit COOPERATIF (wwwcredit-cooperatifcoop) is a French credit institution authorised by the
ACPR
Missions Depository of funds in euros collected by WPO after the release of the escrow accounts and
the provision of traditional banking services
3 Interests including conflicts of interest that may
affect the Public Token Offering
WPO is not aware of any internal or external situation constituting a conflict of interest that could
significantly affect the Public Token Offering or harm the public or the smooth running of the
GreenToken Project
In particular no free distribution of GreenTokens will be made before or during the Public Token
Offering with the exception of a distribution of tokens to WPO employees as described below
31 Free distribution of GreenTokens to WPO employees
As agreed with its Social and Economic Committee WPO plans to distribute 30 GreenTokens to each
WPO Group employee free of charge for each month of service (intern apprentice employee or
corporate officer) present on the closing date of the subscription period of the Public Token Offering
subject to reaching the minimum amount (Soft-cap)
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This initiative represents a maximum distribution of around 100000 GreenTokens
The free distribution of GreenTokens is limited to 07 of the Quantity
This allotment based on length of service promotes social geographical and corporate cohesion
within the company It -term commitment regardless of their hierarchical
position or salary level
The distribution is planned to take place on the same date as that of the allocation of GreenTokens
to subscribers (See Section Time frame of the Public Token Offering) If applicable the non-allocated
GreenTokens will be placed in the Reserve
WPO employees may choose to acquire more GreenTokens in connection with the Public Token
Offering under the terms and conditions of subscription set out in this Information Document
without any particular advantage These subscriptions will not represent a significant portion of the
Public Token Offering
32 List of exposed beneficiaries
To date there are five identified beneficiaries of the Free distribution of GreenTokens to WPO
employees who are involved in the Governance of WPO and the GreenToken Project
They will receive a total of 13776 GreenTokens representing less than 01 of the total tokens to be
issued (See Figure 9 below) This quantity does not have a significant impact on the Public Token
Offering
Figure 9 List of exposed beneficiaries and details of their allocation of GreenTokens
First name Last name Function(s) and any conflict(s) of interest
Seniority Number of free
tokens of the Quantity
Bartheacuteleacutemy Rouer Chairman and co-founder majority shareholder of WPO
2008 4562 003
Duncan Levie Managing Director and co-founder minority shareholder of WPO
2010 3406 002
Lara Moretti Director of Human Resources
2012 3067 002
Alban Jehu Optimisation and Innovation Manager Member of the Investment Advisory Committee
2014 2218 001
Alexandre Bertrand Managing Director minority shareholder of WPO
Member of the WPO Investment Advisory Committee
2020 523 Not
significant
Total 13776 009
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4 Governance of WPO
41 Governing bodies
Executive Officers WPO is a French simplified company limited by shares The executive officers assigned are those of
CEO and Managing Director and form the executive management of the company (the WPO
Directorate) These executive offices are governed by the articles of association of the company and
bull Since the creation of WPO in 2008 its CEO has been Bartheacuteleacutemy Rouer
bull Since the merger with the Irish and UK platform in 2015 its Managing Director has been
Duncan Levie
bull Since 2020 its Chief Digitalisation Officer responsible on putting in place the GreenToken
Project has been Alexandre Bertrand
Strategic Committee Th
implementation A number of decisions and acts of the WPO Directorate must be previously
authorised by a resolution of the Strategic Committee and cannot be implemented in the event of
an unfavourable decision of the Strategic Committee
Its ex officio members are the shareholders WPO executive officers
Management Committee The purpose of the Management Committee is to oversee and steer the functional and operational
governance of WPO It is structured into two sub-committees
Executive Committee (ExCom)
The ExCom is composed of the WPO Directorate and the functional directors of the company (eight
members) It provides advice and makes collegial decisions on all WPO functional and operational
topics including strategic directions the budget and proposals from the different departments The
ExCom also manages the GreenToken Project as has been seen above
Operating Committee (OpsCom)
The OpsCom
It expresses the needs and proposes the budgets and solutions that it believes are necessary for the
smooth operation of WPO operations and implements decisions with field teams and support staff
Social and Economic Committee Provided for by law put in place in 2012 the WPO Directorate and elected staff representatives meet
each month In particular they conduct an annual company climate survey open to all employees of
the WPO group in order to assess the overall level of satisfaction of employees and to work together
in implementing improvement actions
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Investment Advisory Committee Set up in 2019 the Investment Advisory Committee advises management on the good
governance of the GreenToken Project and Production Data
For more details see Section GreenToken Project Decision-Making and Governance Mechanisms
42 Principles
The principles of governance th -control
and collegiality These principles apply to the six companies in the WPO group and to the transactions
relating to the 360 companies that have placed their trust in us
The powers and cap Delegated which is updated
annually and at each staff movement
The collegial decision-making operates through the Strategic Committee the Management
Committee the Social and Economic Committee and the Investment Advisory Committee or their
working groups
The directors and departmental heads comprise of two-person teams in the event that one of them
resilience allow for cross-approvals and minimise silo or solitude effects associated with the
responsibilities of management
43 Results
As proof of our rigorous and agile management we have observed since the creation of WPO in 2008
bull The certification without qualification of our parent company (and consolidated) accounts by
the Statutory Auditor including the 2019 accounts
bull The absence of disputes with any employee or former employees
bull The absence of commercial disputes with any client or former clients
bull The absence of any refusal of insurance
bull No insolvency
bull Completion of a company audit (URSSAF) without any penalty
bull Completion of a VAT tax audit without any penalty
5 Statutory Auditor
A Statutory Auditor has been appointed and has audited the WPO parent company financial
statements in accordance with the laws and regulations since the company was founded in 2008 It
has also audited the WPO Group consolidated accounts since the internationalisation of our activities
in 2016
The Principal Statutory Auditor is CECAM (SIREN 311 306 591 00034 RCS Paris) in the person of its
Associate Managing Director Paul Foubert (LinkedIn)
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The mission of the Statutory Auditor has been extended5 to include this Public Token Offering
In this context it will
bull produce an audit report specific to the subscription of the Private Token Sale attesting to
the amounts effectively subscribed on the opening date of the public offering
bull produce an audit report specific to the subscription of the Public Token Offering attesting to
the Amount Effectively Collected and if it reaches the Minimum Amount (Soft-cap) and the
Maximum Amount (Hard-cap) on the closing date of the public offering
bull carry out the due diligence required to release the escrow accounts and to transfer the funds
to the bank account of WPO or where applicable to buy the tokens back from the
subscribers
bull produce an annual audit report specific to the management of GreenTokens including
events related to the issuance prices and stock of GreenTokens at each year end on 31
December
These reports are sent to the WPO Directorate and the Investment Advisory Committee They are
published on the WPO website (wwwwpoeu)
5 According to engagement letter reference CLHBPF dated 5 December 2019
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PART 2 - THE GREENTOKEN PROJECT
1 Our Project
The GreenToken Project aims to create the conditions of trust required to accelerate the Energy
Transition through the transforming power of the decentralised web
WPO wishes to create a new energy business model based on the reliability of renewable energy
production and the involvement of all stakeholders (business and citizens)
WPOs real-time supervision of wind and solar assets enables it to collect a vast amount of data on a
daily basis either electrical mechanical meteorological etc The intelligent use of this data improves
the profitability of wind farms and solar installations by reducing production costs (eg anticipation
of maintenance problems automation of management actions etc) and maximising energy
efficiency
The use of data will also enable WPO to produce and market private real-time renewable energy
production certificates called GoCert certificates registered and transferred through a Distributed
Ledger Technology (DLT) Through these certificates and for each planned use of this technology
new solutions will be provided that will optimise existing processes beyond traditional applications
for the operation of wind farms and solar installations
The GreenToken Project is a new business model based on the issuance of GreenTokens These
tokens will be the only instruments for obtaining GoCert certificates It will also be possible to pay
using these tokens andor legal tender currencies for the other goods and services offered by WPO
and the GreenToken Network a network of professional partners operating and optimising the
production of renewable energy
By holding a GreenToken an individual or company owns a tool for optimising and certifying the
production of green energy It is also an alternative source of pre-financing and an innovative means
of payment to reward individuals and companies engaged in environmental matters The use of
GreenTokens in the renewable energy ecosystem will eventually create a true network of
professionals organised around this tool thus increasing traceability
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access production data and the ability to sell GoCert certificates and GreenTokens have been
validated A Private Token Sale has been under way since April 2019
This Public Token Offering approved by the AMF will create the primary market for GreenTokens It
is planned for between 8 September and 12 November 2020
The admission of the GreenTokens to trading on one or more Digital Asset exchange platforms
scheduled immediately after the issuance of the tokens will create the secondary market
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2 Current business model (2008-19) consultancy
intermittent and short-term by nature bring clients to
subscribe to our Asset Management Services which are recurring and long-term
These Asset Management Services provide the operational knowledge necessary for the relevance of
the Specialised Service
Figure 10 expertise
After the Public Token Offering WPO will continue to offer its historical services with the same level
of quality according to our new business model as this quality is why our clients give us access to
their data
3 New business model monetisation of Production
Data
Faced with the drive to accelerate the Energy Transition WPO has chosen to innovate
As an innovation WPO services may be exchanged for the right to access and use the Production
Data owned by our clients through our Services-For-Data innovation
This grows our Data Lake a source of Our new certified goods and services based on the knowledge
of WPO and presented below They are embodied in the form of private GoCert production
certificates accessible through our Utility Tokens the GreenTokens
Thus WPO will proceed with acquiring vast amounts of energy production data from renewable
sources in exchange for its services and then monetisating them through the Blockchain and
Artificial Intelligence
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Figure 11 Monetisation of Production Data
31 Our Services-For-Data
Through a major commercial and contractual innovation in place since summer 2018 WPO has
acquired the right to monetise its Production Data in exchange for its historical and future
services and its new certified goods and services this is called Services-For-Data
In practice WPO sells services to its client which it invoices In return the client sells to WPO the right
to use their Production Data which it invoices Thus one invoice offsets the other
To balance the model the client is obliged to purchase GreenTokens from WPO When the contract
is recurring the purchase of GreenTokens is also recurring
The client may also purchase GreenTokens from other holders or from the Digital Asset exchange
platform(s) on which the GreenTokens will be admitted for trading
As a result Services-For-Data is a powerful growth lever that feeds our Data Lake substantially
Figure 12 Services-For-Data contractual features (Click on the frame or here)
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32 Our Data Lake
Positioned on an extensive and economic Redshift Cluster (multi-nodal cloud-based Amazon Web
Service data warehouse) our Data Lake contains more than 645 Gigabytes of production data
Already remarkable in size and quality it is now growing exponentially (+30 per annum)
Our digital remote management platform is compatible with most of the markets SCADA systems
It extracts and standardises the Real-time Production Data For example the task planner
automatically launches approximately 250000 daily tasks mainly imports to or operations on our
data warehouse
Developed for the operational needs of WPO it is now sold in exchange for euros or GreenTokens
under a SaaS licence under the name WPO Dashboard to world-renowned clients6 owners of wind
farms and solar installations in 12 European and overseas countries
Figure 13 Screenshot of WPO Dashboard
Its main role today is to unify the various data sources so that the production data is in a
homogeneous structure for storage and visualisation purposes
On this solid and industrialised base our first algorithms have already been validated and are used
daily by our engineers
Today developed on the basis of algorithms by our engineers already allow us to
simulate the behaviour of power plants under given conditions WPO has thus been able to detect
the issues requiring immediate corrective action or recommend operational improvements and
predictive maintenance actions valued at around 7 million euros of additional production
6 For example Allianz Capital Partners (Allianz Group) and Total Quadran (Total Group)
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For the future we are considering deploying high value-added Artificial Intelligence systems in a Big
Data environment in partnership with our clients and other members of the GreenToken Network
33 Our GoCert
Hitherto we have been known as the European manager of positive energy We now wish to become
trusted third-party high-tech certifier
Using Distributed Ledger Technology (DLT) WPO creates private secure and reliable production
certificates called GoCerts
Each GoCert cert
certified goods and services
A separate GoCert certificate type will be created for each line of certified goods and services
marketed by WPO These lines are described in the Section Our new certified goods and services
below
Each GoCert certificate is issued in real time from production sites and is linked by a computer key to
all the production data stored in our Data Lake (eg meteorological geographical pricing etc)
Figure 14
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In the field WPO will equip the facilities it supervises with very-low-consumption (or even standalone)
IoT type Oracles acting as secure data capture tools and as trusted entry points for our Distributed
Ledger Technology (DLT)
The GoCert Consortium will certify the uniformity authenticity and history of ownership of GoCert
certificates
Ownership of a GoCert certificate may be obtained on the GoCert Consortium in exchange for
GreenTokens by using Smart Contracts Once the GoCert certificate is cancelled (voluntarily or
failing that on the expiry date ie 36 months after the issuance of the certificate) it will allow its last
owner to benefit from a positive unique and reliable contribution to the development of energy
production from renewable sources (see the Section Value analysis)
GoCert certificates will feed the various lines of monetisation of the Production Data developed by
WPO through its new certified goods and services
The value in euros of GoCert certificates will be set by WPO for each line of monetisation of the
Production Data
The value of all GoCert certificates assigned to the client will be equal to the services provided by
WPO for this client
Under no circumstances will the transfer of ownership of a GoCert certificate result in the transfer of
ownership of the Production Data that the certificate represents
Finally the only instrument by which GoCert certificates may be obtained will be our Utility Token -
the GreenToken - which is the compensation unit for the work of calculation and operation (also
called Gas) of the GoCert Consortiums Smart Contracts
34 Our GreenToken
We have created our own Utility Token called GreenToken which is the instrument needed to
acquire GoCert certificates through the GoCert Consortium
GreenTokens are issued by WPO on a public network accessible by everyone around the
world and at any time The transactions stored therein are encrypted non-modifiable
non-deletable accessible in read mode by everyone without a central governance body
and fully decentralised
GoCert certificates will be issued by WPO on a semi-permissioned Distributed Ledger
Technology (DLT) the GoCert Consortium where each of the thirty participants will have
a node of the network in its infrastructure and where a sufficient number of participants
will need to validate transactions to add a block to the chain
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The GreenToken and the functions rights and obligations attached to it are described in PART 3 -
RIGHTS AND OBLIGATIONS ATTACHED
35 Our new certified goods and services
Anyone will be able to exchange GreenTokens for WPOs new goods and services Even if the price of
these new WPO goods and services is still expressed at market value in foreign currencies their
corresponding value in GreenTokens their Utility Value will be accepted by WPO
WPO will offer industry players not only more efficient secure and transparent applications but also
a new business model and where applicable a new revenue Partnerships will therefore be facilitated
and encouraged Through multilateral and decentralised exchanges everyone will be able to better
manage their contributions and make use of their contributions to accelerate the Energy Transition
There are already and will be a network of partners in our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchanging their own goods and
services
The Project is intended to operate in all countries where WPO is active regardless of the outcome
and where applicable the terms of Brexit
Specifically WPO has developed its Information Systems to promote the use of GreenTokens in the
energy sector according to the four lines of monetisation of the Production Data via GoCert
certificates presented below
GoCert1 - enhanced technical expertise
Case of WPO
service offering (see Section Our historical services ) The client base business flow and European
footprint will be gradually converted to the new business model
In practice anyone - historical or new client data holder or not - will be able to exchange their
GreenTokens for analyses audits advice expertise inspections licences tests and measurements
etc carried out by WPO These services are a source of Production Data which will feed our Data Lake
in return
certified goods and services
like the receipt issued on payment by credit card for example The value of all GoCert certificates
assigned to the client will be equal to the services provided by WPO for this client
WPO will also produce indicators of general interest for the general public to contribute
to the sharing of knowledge and the dissemination of technical and economic markers
for renewable energy These will be published online and will allow for example the
benchmarking of its performance with existing plants or resource or
production index to ensure reliability of its own indicators and to monitor the progress
of the Energy Transition in its region or in the world
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l size and is growing at an exponential rate This data is valued
by the continued development of algorithms including Machine Learning Algorithms so that WPO
services continue to improve in quality and efficiency and thus strengthen its position as an
undisputed leader in its historical business
The implementation of this enhanced technical expertise depends solely on our know-how and the
quantity of available Production Data which is quickly growing
Case extended to the GreenToken Network
ill also be able to accept the GreenToken as a
means of exchanging their own goods and services (see Section GreenToken Network) and will allow
the issuance of the corresponding GoCert certificates
GoCert certificates proof of purchase of goods and services from the GreenToken Network could
ultimately become proof of a contribution to the Energy Transition
This service will be operational at the end of the Public Token
will launch the GoCert Consortium and enable it to achieve the required maturity to serve as the
below
HOW IT WORKS
A WPO client wishes to have an assessment of a renewable power plant
bull WPO submits a quote with equivalent value in GoCert certificates and
GreenTokens
bull Client mandates WPO
bull WPO carries out the examination and invoices for its service
bull The client must have (and if necessary acquire) GreenTokens to purchase the
required number of GoCert certificates
bull The clients GreenTokens are exchanged for the required number of GoCert
certificates issued by WPO
At the end of the transaction
bull The client has received its assessment report and the GoCert certificates which he
can take advantage of
bull WPO has received the GreenTokens and if any the Production Data recorded in
its Data Lake
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GoCert2 - Short circuit electricity trading With the programmed stoppage of public subsidies for the production of energy from renewable
sources and with the spread of green electricity offers the dynamics of prices and energy supply will
become even more erratic As a result speculation on Power Purchase Agreements will intensify
In keeping with its mission to contribute to creating the conditions of trust in the Energy Transition
WPO will be able to provide reliable and decentralised contractual solutions between producers and
off-takers through the Smart Contracts of the GoCert Consortium Distributed Ledger Technology
(DLT)
GoCert certificates will represent the contractual value of traded electricity and GreenTokens will be
needed by the co-contracting parties to access the trading service
These Smart Contracts will be marketed by WPO under the name Smart PPAs or blockchain Power
Purchase Agreements They will be designed to provide End-to-End traceability and to emulate the
contractual features of the value chain of each megawatt hour
This solution capitalises on the ability of Distributed Ledger Technology (DLT) to remove the role of
intermediaries in traditional business and in this case energy In 20177 companies actively
consumed around 465 terawatt hours of electricity from renewable sources a comparable figure to
the electricity consumption of a large economy such as France and its 67 million inhabitants
WPO plans to achieve a granularity level of exchanges as fine as those of collective or individual
consumption for example
business position alongside producers and other
market players (aggregators suppliers) to test our Smart PPA pilot offer within 24 to 36 months of
7 Forward-
IRENA (Source)
Power Purchase Agreement also embodies the will of electricity consumers who
wish as the case may be to promote the construction of new facilities (additionality
concept) local facilities close to its consumers to develop an economic activity close to its
allow the
demonstration of this commitment monitoring real-time consumption and production
using Blockchain and S
CAP GEMINI 27052019 (Source)
Not all electricity suppliers are the same Many of them deceive consumers by offering
green electricity supplies that are in fact not renewable power offers [] By changing
electricity provider we can therefore become a player in the energy transition Alix
MAZOUNIE Energy Campaign Manager at Greenpeace France on 28092018 (Source)
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the Public Token Offering However the implementation of Smart PPAs will depend on the rate at
which wind farms and solar installations no longer rely on subsidies and the maturity of a market free
of public support mechanisms
GoCert3 - The provision of high-reliability certificates to Certificate Markets Because blockchain certificates are an obvious perfectly reliable and cost-effective traceability
solution the Certificate Markets will at maturity whole heartily adopt them
For the first time in the world a project to issue energy certificates in the form of WPO GoCert
certificates has been brought to the required industrial and commercial scale8
WPO will therefore enhance the value of the GoCert Consortium vis-agrave-vis the Certificate Markets by
supplying GoCert certificates as White Label certificates and thus contribute to creating the
conditions of trust in these different labelling mechanisms
GoCert certificates issued by WPO will be the reliable unbranded digital support for a given
Certificate Market which will acquire them from WPO and issue them under their official name
GreenTokens will be required for users at each stage of the certificate life cycle (issuance transfer
export etc)
Initially we are considering the Market of Certificates of Guarantees of Origin targeting the
ified by RECS International9
Figure 15 Certification of renewable energy production Source USA Environmental Protection Agency
European North American or Asian national registry managers of Guarantees of Origin (or equivalent)
will be able to acquire GoCert certificates as White Label certificates They will formally issue them in
8 Quote from Isabelle Kocher former chairwoman of the ENGIE energy group during the presentation of the GreenToken Project on 9 February 2019 at the Top 2019 organised by the French Association of Private Enterprises (AFEP)
9 Opinion report in Engits summary in French (Source)
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their name in the form of blockchained Guarantees of Origin (or equivalent) on their respective
Certificate Markets
The GoCert Consortium will create the conditions for the compatibility of international certificate
systems (such as the European EECS the North American REC or the I-REC for the rest of the world)
and the conditions for interoperability
Inclusively Certificate Market players including national registry managers will be invited to
participate in the GoCert Consortium as the network authority ie its administrators with the same
rights as WPO
If the GoCert Consortium administers the registers in an extremely reliable manner the reliability of
the input Production Data that feeds them will also be guaranteed Indeed Oracles installed by WPO
on the production sites will evaluate the data from End-to-End In addition this data is systematically
certified at source by two third parties that are independent trustworthy and long standing
1 On the one hand the electricity distribution or transmission network operator acting as the
operator of the electric meter who measures the quantities of electricity injected by the
power plant on its network and
2 On the other hand the statutory auditor of the company that owns the power plant which
independently corroborates with third-parties and validates the invoicing and payment of
these quantities by a market participant aggregator or buyer
According to the projection of the RECS International Association (Figure 16 see below) the Market
of Certificates of Guarantees of Origin will reach its maturity from 2022-23 By then the number of
Guarantees of Origin sold and cancelled will equal the number of Guarantees of Origin issued in
Europe for a volume of approximately 1100 terawatt hours ie approximately 11 billion certificates to
be issued
We want
of the Certificates Market (aggregators suppliers and above all registry managers) to test our White
Label offer within 24 to 36 months of the Public Token Offering
look very closely at the various developments in blockchain technology and consider
that this technology could support the Guarantees of Origin me Dirk VAN
EVERCOOREN President of the AIB - ASSOCIATION OF ISSUING BODIES in The
Renewable Energy Journal special edition March 2019 (Source)
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Figure 16 European Market of Certificates of Guarantees of Origin 2016-2025 in terawatt hours Source RECS International GO Monitoring 2018 Report
GoCert4 - The provision of digitalized insurance tools for renewable energy WPO has been active in claims and claims management and insurance brokerage in the renewable
energy sector since 201410 In an increasingly competitive and highly financialised sector WPO
certification tools developed as part of the GreenToken Project will also be able to help optimize some
aspects of the current insurance market
Firstly this can be done by automating the declaration phase of a cover or claim Indeed Distributed
Ledger Technologies and in particular the automatic performance of Smart Contracts allow us to
avoid the traditional declaration (form claim verification triggering compensation) for a whole series
of risks whose severity or compensation are now uneconomical for both the insured and the insurer
As a loss adjuster certifier of the production it supervises WPO is naturally able to initiate the Smart
Contracts for the automatic handling of claims in respect of certain covers and losses
10 Through its sister company ENRSUR SAS a company of the WPO group registered with the Paris Trade and Companies Register under the SIREN number 804 735 777 and the Register of Insurance Intermediaries under number ORIAS 140 065 63
69
6
718 79
1
853 920 99
3
107
1
1155 12
46
134
4
234
197 17
6 144 10
7 64 16
0
0
0
225
258 27
7 303 33
2 363 39
7 435
47
6 520
0
200
400
600
800
1000
1200
1400
1600
1800
2000
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Production not certified because of receiving subsidiesstate aids
Production available for certification with Guarantees of Origin
Production for which Guarantees of Origin are issued
Total Guarantees of Origin Cancelled
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ent in an orderly fashion
allowing for a statistical comparison of a claim (cover or loss) to a representative operational reference
for a given compensation scheme both for damage to equipment and associated production losses
GoCert certificates will represent the contractual value of the loss or the negotiated cover and
GreenTokens will be necessary for the co-contracting parties to access the automated declaration
service
These Smart Contracts will be marketed by WPO under the name Smart CLAIMS or blockchained
claims
Beyond that an insurance model based on our Smart Contracts could be that of index-based or
parametric insurance ie insurance linked to an index such as wind speed or solar irradiation The
Smart Contract between the client and WPO (or the insurer) could stipulate that a payment is made
after a number of days without enough wind or sun The contract is based on reliable external
meteorological data allowing Oracles to automatically trigger a payment without the intervention of
a loss adjuster or the need for the insured to make a claim
This model also applies to the case of warranties granted by manufacturers and maintenance
companies A Smart Contract between a client and WPO (or the manufacturer or maintenance
company member of the GreenToken Network) may stipulate that a payment be made after a
number of days of equipment failure or when a component is replaced or certified as being defective
by the control system or if the work is not completed within the guaranteed time frame
We want
manufacturers and insurance market players (insurers brokers and loss adjusters) to test our Smart
CLAIMS offering within 24 to 36 months of the Public Token Offering
4 Legal and regulatory aspects specific to WPO or the
GreenToken Project
s consulting and asset management services in the energy sector
The new WPO business model will be based on the issuance of private certificates and cryptographic
tokens Since this model is disconnected from the supply of energy to end-consumers it is
independent of the Guarantees of Origin moreover exclusively financed by private funds freely
allocated it does not constitute or affect any state aid scheme We have taken care to validate its legal
Blockchain technology is a unique point of truth on which we can build partnerships
Above all it is a means by which we can respond to our clients faster and offer the best
possible service by optimising processes and identifying low added value tasks
Crozier Head of the Global Blockchain Skill Centre at ALLIANZ TECHNOLOGY (Source)
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basis and have received nihil obstat11 from the relevant departments of the European Commission
and the authorities of our key markets
41 European Commission
DG for Energy The Directorate-General for Energy confirmed in writing that our GoCert certificates are not
Guarantees of Origin and are not incompatible with the European framework for Guarantees of
Origin
DG for Competition The Directorate-General for Competition confirmed
renewable sources could sell their data to WPO and participate in WPOs certificate and token system
without affecting their right to state aid granted under public financial support schemes
42 France
bull President of the Republic - Energy Environment and Transport Council [o]
bull President of the Republic - Councillor for Digital Transition [o]
bull Prime Ministers Office - Technical Energy Adviser [o]
bull Ministry of Economy and Finance - Treasury Directorate-General (DG Tresor)
bull Ministry of Economy and Finance - Tax Legislation Directorate (DLF) [o]
bull Ministry of Ecological and Community Transition - Office of the Minister [o]
bull Ministry of Ecological and Community Transition - Directorate-General for Energy and
Climate (DGEC)
bull Agency for the Environment and Energy Management (ADEME) [o]
bull Financial Markets Authority (AMF)
bull Banque de France [o]
bull Caisse des Deacutepocircts et Consignations [o]
bull Bpifrance [o]
43 Ireland
bull Commission for Regulation of Utilities (CRU) [o]
11 When nihil obstst has been given orally the relevant authority is followed by the symbol [o]
guarantees of origin of electricity produced from renewable sources ie for the
purpose of demonstrating the origin of electricity supplied by a supplier in
connection with a commercial offer the issue and transfer of GoCert certificates are
not likely to call into question the contracts referred to in articles L121-27 L311-12
L314-1 L314-18 and where applicable L314-26 of the French Energy Code as
provided for by paragraphs 3 and 4 of article 314-
DGEC - Letter of 1 July 2018
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bull Department of Communications Climate Action and Environment (DCCAE)
44 Sweden
bull The Swedish Energy Agency (Energimyndigheten)
45 United Kingdom
bull Office of Gas amp Electricity Markets (OFGEM)
bull Department for Business Energy amp Industrial Strategy (BEIS)
5 Deployment Strategy
51 Access to Production Data
The renewable electricity production Data Lake compiled on W or secured through
contractual commitments (or options) already represents a volume of approximately 100 terawatt
hours or the annual electricity consumption of approximately 17 million Europeans
The Production Data comes from our continuous supervision of a portfolio of more than 600 wind
and solar sites operating in 12 European countries for more than 10 terawatt hours a year
Figure 17 Hourly import of Production Data to WPO servers (click on image or here)
The first results are conclusive In 12 months the industrial capacity of one gigawatt has already been
secured under the Services-For-Data model and more than two additional gigawatts are currently
the subject of advanced discussions
Future mandates will concern new clients based on a transformation drive staggered over the 2018-
2022 period (see Figure 18 below)
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Figure 18 Deployment forecast of the Services-for-Data model and quantity of Production Data on WPO systems
To realise this potential we have developed standardised connection acquisition and storage
technologies that can quickly be deployed on a very large scale and at controlled costs
52 Create a long-term buyer category of GreenTokens
Our traditional clients are required to buy GreenTokens from WPO as long as they want to benefit
from Our Services-For-Data It works in a way similar to mutual societies or cooperatives that require
their customers to become members prior to having access to their goods or services to perpetuate
the model
As a result of this compulsory acquisition purchases of GreenTokens grow with the growth of WPO
according to the principle one GreenToken bought is worth [X] euros of services effectively provided
by WPO which services have at each moment a real market value
Between April and December 2019 90000 GreenTokens had already been purchased and paid at
Nominal Value to WPO by some of our clients institutional infrastructure fund managers and
alternative energy producers in seven countries (France Sweden Finland Ireland Italy United
Kingdom and Sweden)
85 90100
113129
165
314
750
70
700
0
10
20
30
40
50
60
70
80
90
100
2017 2018 2019 2020 2021 2022 2023 2024
Standard Services Services-For-Data WPOs Data Lake (TWh)
ess model is that its traditional clients alternative producers
and regulated investment fund managers are contractually committed to the recurring
purchase of GreenTokens at market value each year for periods of up to ten years A
category of long-term buyers is thus created Subsequently WPO plans to register a
price-floor for new contracts to support the trading price of the tokens
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In 2020 the contractual purchase and sale not yet invoiced at Nominal Value of more than 100000
GreenTokens by 8 different clients has already been secured And we are observing an acceleration
in demand (see Section Sales below)
For the period 2020-2029 recurring contractual commitments and options to purchase GreenTokens
now secured stand at 16 million euros and 14 million euros respectively
Our traditional clients will be inclined to use their GreenTokens to access Our new certified goods and
services If they need more GreenTokens they could first obtain them from the other GreenToken
holders on the Digital Asset exchange platform(s) and where applicable from WPO
Gradually our new order book will be Tokenised (see Tokenisation) while our existing order book
and business flow will allow for a smooth transition to the New business model monetisation of
Production Data
53 Create a primary market and a community of GreenToken
buyers
By offering the public the opportunity to buy our tokens through the Public Token Offering we aim
to establish a community of GreenToken users to respond to the drive to accelerate the mobilisation
and promotion of renewable energy
54 Create the conditions to ensure liquidity of GreenTokens
underpinned by the unavoidable growth of the renewable energy sector
GoCert certificate exchanges will be directly linked to the expansion of Our new certified goods and
services To obtain GoCert certificates GreenTokens must first be acquired
The trading of GreenTokens will therefore first be stimulated by the demand of clients
network of professional partners (as defined in the Section GreenToken Network) interested in
participating in GoCert certificate exchanges
Finally GreenTokens will be exchangeable on one or more Digital Asset exchange platforms Their
value will depend on the level of supply and demand (see Section GreenToken listing)
55 Organise the expiry of GreenTokens
GreenTokens which will be redeemed by WPO in exchange for GoCert certificates in connection with
Our new certified goods and services excluding Gas transaction fees and annual fees will be
cancelled (destroyed) within eight days As the GreenTokens are fixed this will result in a gradual
reduction in the number of GreenTokens available over time
Additional GreenTokens could be issued in connection with a change in technology (see Section
GreenToken technology)
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6 Value analysis
61 For GoCert certificate owners
Because they are proof of work in favour of the production of energy from renewable sources produced here and now GoCert certificates allow their owners to certify on a voluntary basis their contribution to the development of this production and the Energy Transition
GoCert certificate holders will have the tool both new standard and proof of purchase of Our new
certified goods and services to stimulate the increase in electricity production from renewable
sources They may take advantage of a voluntary approach to assessing responsible investments
Evaluation frameworks and supports to socially responsible investments which include
environmental social and governance criteria in addition to the purely financial criteria are rapidly
evolving in Europe and across the world Today WPO makes available to the greatest number an
alternative tool to achieve a voluntary contribution to the Energy Transition
The RE100 initiative and public procurement12 demonstrate a growing global institutional demand
for renewable energy sources But this mobilisation is still incomplete All stakeholders unlisted
companies start-ups cooperatives and individuals must also be able to participate
The GoCert tool aims to create the necessary conditions of trust in the energy sector through the
transforming power of the decentralised web to ensure as many stakeholders as possible can
accelerate the Energy Transition
It should be noted that the GoCert certificates issued by WPO are not Guarantees of Origin Their
purpose is not to demonstrate the source of energy provided by a supplier to an end consumer
GoCert certificates are proof of a voluntary contribution to improving the production of renewable
energy sources
12 See note 7 above
responsible medium-sized
companies such as F2A to participate in the energy transition directly and transparently
through the acquisition of GoCert certificates F2A therefore participates in the financing
of 110000 MWh produced from renewable energy sources The use of blockchain
technology secures the traceability of our certificates and irrefutably certifies the
production of renewable energy to which we participate in all confidence Jean-
Philippe Margrita Managing Director F2A
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62 For GreenToken owners
GreenTokens are Digital Assets classified as Utility Tokens within the meaning of article L54-10-1 of
the CMF GreenTokens are the only instrument for obtaining GoCert certificates and the full range of
and the GreenToken N
In the GreenToken Public Offering WPO offers GreenTokens at a Subscription Price of between 5 and 50 below their Nominal Value (see Section GreenToken Subscription Price)
Subsequently the value of GreenTokens and GoCert certificates will not be correlated However the
higher the traded price or volume of GoCert certificates the higher the Exchange Value of
GreenTokens could be by influence positively impacted13
Conversely a decrease in the traded price or volume of GoCert certificates could adversely affect the
Exchange Value
63 For producers of energy from renewable sources
All goods and services provided to our clients may be covered by WPO in return for access to
production data and the acquisition of GreenTokens (see Section Our Services-For-Data) In other
words the GreenToken Project creates a new revenue for renewable energy producers
Our innovation is a powerful growth lever that substantially underpins our Data Lake analysis
algorithms and ultimately WPO Artificial Intelligence systems or the GreenToken Network The
community of renewable energy producers thus has access to more qualitative transparent and
shared information
64 For local communities
Community actions will be undertaken by WPO as soon as the Target Amount of the Public Token
Offering is exceeded (See Figure 24) They will take the form of local community or participatory
initiatives in support of the Energy Transition They will be selected by the Investment Advisory
Committee which will communicate to the public their social and environmental performance
The Community actions thus envisaged are non-profit investments such as contributions to the
financing of renewable energy production facilities and promotional actions and contributions to
promote their acceptance and effective integration
WPO will also produce indicators of general interest to the general public and companies to
contribute to the sharing of knowledge and the dissemination of technical and economic markers of
renewable energy in local communities
In the event that the Maximum Amount (Hard-cap) is reached the allocation in favour of Solidarity
actions would amount to 750000
13 See also the Section Organise the expiry of GreenTokens
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7 GreenToken Project Decision-Making and
Governance Mechanisms
71 Investment Advisory Committee
Missions The Investment Advisory Committee is an independent body dedicated to assisting the WPO
Directorate in the governance of the GreenToken Project and communicating to stakeholders
In particular the Committee is responsible for advising the WPO Directorate and for issuing public
statements on the issuance sale stocks of GreenTokens and GoCert certificates and the use of funds
invested in respect of the commitments particularly strategic commercial technological and
solidarity commitments made in this Information Document
The Committee also ensures the implementation of data governance which deals with organisations
and procedures at WPO to oversee data collection security and use In particular it ensures
compliance of the GreenToken Project with the European Data Protection Regulation (GDPR) in
relation with the WPO Data Protection Officer
Arrangements
Composition
The Committee is composed of at least six members and up to twelve members half of which must
be external to WPO
bull A President external to WPO
bull Three members appointed by WPO
bull Up to three external members who bring their technical skills in renewable energy
Blockchain technology andor Artificial Intelligence
bull Up to six members representatives of WPO clients subscribers of the Services-For-Data offer
andor of GreenTokens
Members are appointed for a term of three years In the event of vacancy or renewal the Committee
shall co-opt the candidate(s) proposed by the Chair or failing that by at least one-third of its
members
Upon appointment members sign a declaration of absence of conflict of interest and adhesion to the
arrangements of the Investment Advisory Committee In the event of a serious or repeated breach of
its ethics the Chair may submit to a vote by the Committee the reasoned exclusion of a member In
this case the member concerned does not participate in the vote
Remuneration
Members will be entitled to receive remuneration in euros and will be paid in a legal tender currency
upon presentation of supporting documents The remuneration is decided by the WPO Directorate
and is reviewed annually It is made public in the annual audit report specific to the management of
GreenTokens prepared by the Statutory Auditor
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Decisions of the Committee Quorum
Decisions of the Committee including those taken by the Committee relating to the issuance of an
opinion or public statement shall be taken by a simple majority The President shall have a casting
vote if no majority is formed The quorum is reached when half of the members present express
themselves and half of them are external to WPO
Obligations of WPO
The WPO Directorate must consult and obtain the reasoned opinion of the Investment Advisory
Committee prior to its decision to incur any expense investment or sale of more than one hundred
thousand euros ( 100000) relating to the GreenToken Project By definition the Committees
opinions are advisory
WPO Directorate must provide the Committee with the means and resources needed to carry out its
duties
In the event that no quorum is assembled on two occasions or in case of force majeure incapacitating
the Committee the WPO Directorate will take over the Obligations and capacities of the Committee
until its capacity is restored
Obligations and capacities of the Committee
The opinions of the Investment Advisory Committee given to the WPO Directorate and the content
of their exchanges are confidential
The public statements of the Investment Advisory Committee never precede an opinion of the
Committee to the WPO Directorate and a reasonable response period from the WPO Directorate to
the Committee
At any time the Investment Advisory Committee has the capacity to produce opinions and public
statements in relation to its missions regardless of the opinions and public statements of the WPO
Directorate stakeholders of the
GreenToken Project of changes in the Project or significant elements affecting it The information
provided by the Committee is true factual and complete
At least once a year the Committee publishes on the WPO website (wwwwpoeu) an activity report
of the GreenToken Project over the past period supported by the report of the Statutory Auditor
specific to the management of tokens over this period (see Section Statutory Auditor) This activity
report informs the public of the issuance sale and stocks of GreenTokens (including self-held tokens)
and GoCert certificates and the use of invested funds
The Investment Advisory Committee has authority over the Community actions that will be
undertaken as soon as the Target Amount (Target) has been exceeded (See Figure 24) These actions
are not-for-profit investments in local community or participatory initiatives in support of the Energy
Transition
The Investment Advisory Committee has authority on deciding the Exchange Value in the event of
listing on several Digital Asset exchange platforms (see Section Exchange Value)
The Investment Advisory Committee also intervenes during the subscription period and at the end
of the Public Token Offering
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During the subscription period of the Public Token Offering the Committee oversees subscriptions
and verifies the interim calculations of the Amount Effectively Collected by WPO
At the close of the Public Token Offering
bull The Committee verifies the final calculation of the Amount Effectively Collected by WPO and
in the person of its chairman puts its sign
a public declaration
bull The Committee in the person of its chairman conducts the due diligence required for the
opening of the escrow accounts or where applicable repays funds to the subscribers
Founder members
Chairman
bull [A civil society personality independent of WPO will be appointed before the Public Token
Offering]
Members WPO Professionals
bull Alexandre Bertrand Manging Director Digitalisation and Data - Linkedin
bull Youri Pasquier Information Systems Director - Linkedin
bull Alban Jehu Technical Product Manager Optimisation amp Innovation Group - Linkedin
Members Independent Experts
bull Imtiaz Adam Founder and Director of the Machine Learning Department at Deep Learning
Strategies Ltd - Linkedin
bull Philipp Schulden COO of the Frankfurt School Blockchain Center (FSBC) - Linkedin
Members WPO clients GreenToken subscribers
bull AREAM Renewables (1 member) - Markus Voigt - Linkedin
bull GOODYIELDS CAPITAL (1 member) - Christian Auer - Linkedin
72 Subscribers to whom the offer is addressed and any restrictions
For the Public Token Offering priority is given to natural and legal persons residing in France
individuals associations professionals companies or communities etc wishing to access the goods
and services offered today and in the future by WPO and the GreenToken Network
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America
No action has been taken or will be taken by WPO to obtain any licence authorisation visa approval
or other form of authorisation prior or subsequent from any foreign authority for WPO GreenTokens
Authorisation
the dissemination of all or part of this Information Document in a country or jurisdiction where such
an Authorisation is required Accordingly GreenTokens may not be offered or transferred directly or
indirectly nor may this Information Document or any circular prospectus presentation advertising
or other offering material concerning the GreenTokens may be distributed in whole or in part from
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or to a destination or published in a country or jurisdiction where such action is prohibited or for
which such Authorisation is required for WPO the Information Document andor the GreenTokens
In this regard WPO has not taken any action to allow the GreenToken Public Offering or the
distribution of the Information Document in a jurisdiction other than France In addition no one is
permitted to disclose information or make statements regarding the issuance or sale of GreenTokens
other than that contained in the Information Document
Accordingly whether directly or indirectly GreenTokens will not be offered or sold and the
Information Document and any other document relating to the Public Token Offering may not be
distributed or published in any other jurisdiction that requires such an Authorisation for WPO andor
of the GreenTokens A description of some of these restrictions on the offer and sale of GreenTokens
and the distribution of this Information Document is provided in PART 9 - APPLICABLE LAW
RESTRICTIONS AND JURISDICTION
The subscription of GreenTokens implies in particular an undertaking is given to WPO not to transfer
GreenTokens andor the Information Document in countries requiring an Authorisation In addition
the subscription agreement implies a commitment to stipulate in any contract for the transfer of
GreenTokens to a third party for the benefit of WPO that the beneficiary of this transfer will not
transfer GreenTokens andor the Information Document in countries requiring an Authorisation for
GreenTokens andor for the dissemination of all or part of this Information Document
8 GreenToken Project Business Plan
81 Our objectives at a glance
Figure 19 5-year growth objectives
Objectives 2019 2020 2021 2022 2023 2024 TOTAL
GROW GW 5 7 9 19 72 216 216
TWh 10 13 16 36 149 435 660
SCALE-UP Team 73 77 87 88 154 209 209
CASH EUR (millions) 6 8 9 16 42 107 189
Cumulatively over five years we intend to
bull GROW oversee a portfolio of 216 gigawatts and certify 660 terawatt hours of production
through Our new certified goods and services
bull SCALE-UP employ 209 professionals among the most experienced and passionate
professionals in the sector
bull CASH generate 189 million euros in revenue and cash flow from the sale of GreenTokens to
finance all of the above transactions The funds collected during the Public Token Offering
(assuming the Target Amount is reached) are factored in for 2020 and 2021
The Public Token Offering is the real lever of launch of the GreenToken
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82 Timeline
With the onset of digitalisation WPO acquires vast amounts of Production Data from renewable
energy sources and monetises this data through Blockchain technology and Artificial Intelligence
Figure 20 Timeline
83 GreenToken Project Timeline
Initiated in the winter of 2018 the GreenToken Project was developed with the support of our clients
our supervisory authorities and our partners across Europe
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access the Production Data the ability to sell GoCert certificates and GreenTokens have been
validated
A Private Token Sale has been under way since April 2019 and the Public Token Offering is expected
between September and November 2020 The aim is to deliver the GreenTokens and complete the
Listing of the Tokens by the end of 2020 and to deliver the Minimum Viable Consortium of the GoCert
certificate and issue the first GoCert certificates in 2021
Figure 21 GreenToken Project timeline
2018 January Launch of the GreenToken Project
June Proof of Concept (POC) of GoCert certificates and GreenTokens with DAG
technology
July Administrative approval by the French Directorate-General for Energy and
Climate (DGEC)
August Administrative approval by the Swedish Energy Agency
(Energimyndigheten)
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September Vote at first reading of the PACTE law governing in particular the regime
for public token offerings in France
December Tax validation by the Tax Legislation Directorate (DLF)
2019 January
Administrative approval by the DG for Competition of the European
Commission
February Administrative approval by the DG for Energy of the European Commission
April First Private Sale of GreenTokens through simple Vesting to a French buyer
May - Promulgation of the PACTE law governing ICOs in France
- Sale of the first GoCert certificates to F2A
June Administrative approval by the Irish Department of Communications
Climate Action and Environment (DCCAE)
July 900 megawatts supervised by WPO secured under the Services-For-Data
contract model
August
- First Private Sale of GreenTokens through annualised Vesting over ten
years in France Germany Finland Italy and Sweden for wind and solar
power plants
- First gigawatt serviced by WPO and secured under the Services-For-Data
contract model
October First Private Sale of GreenTokens through simple Vesting to German
institutional buyer
November
- First Private Sale of GreenTokens through annualised Vesting over five
years in the United Kingdom for a wind power plant installation
- Audit of the WPO order book by the Statutory Auditor
December Security audit of WPO Information Systems
2020 January
fully subscribed in less than 24
hours
April Security audit of the Distributed Ledger Technology (DLT) - underpinning
GreenTokens
May - Obtention of the optional visa ICO20-189 from the AMF
- Opening of the reservation of GreenTokens
July parametering in compliance with the
provisions contained in this Information Document
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August Proof of Concept (POC) of the GoCert certificate under Tezos technology
September Opening Tuesday 8 September
October Public Token Offering (See Time frame of the Public Token Offering)
November
Closing Thursday 12 November
- Publication of the result of the Public Token Offering
- Issuance of the GreenTokens and if applicable cancellation (destruction)
of unsold GreenTokens
December
- Attribution of GreenTokens to subscribers
- GreenGreenToken listing
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
2021 March
- Delivery of the Minimal Viable GoCert Consortium
- Issuance of the first GoCert certificates
Figure 21 GreenToken Project timeline
See also Sections Time frame of the Public Token Offering and GreenTokens time frame of use
84 Milestones
Technical In 2018 and 2019 our Blockchain-pilot produced 110000 GoCert1 certificates representing 110
gigawatt hours of green electricity production from ten wind sites in France We secured the ability
to issue around 15 million GoCert1 certificates representing 1500 gigawatt hours from nearly 200
wind and solar photovoltaic sites operating in 7 European countries
Figure 22 Example GoCert certificates produced by WPO
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In 2020 we doubled this ability to issue GoCert1 certificates to reach a volume of 3000 gigawatt
hours We produce proof of concept of the GoCert certificate in PoS technology (eg Tezos)
Regulations The GreenToken Project is intended to operate in all countries where WPO already services wind and
solar power plants regardless of the outcome and where applicable the terms of Brexit (see Section
Legal and regulatory aspects specific to WPO or the GreenToken Project)
In particular the Competition Directorate of the European Commission has informed us that
Furthermore we are expanding our consultations with the administrations of each Member State of
the European Union based on the progress of our commercial deployment
Taxes We received a statement (tax rescript) from the Tax Legislation Directorate of the French Ministry of
Economy and Finance approving our proposal to process VAT on GoCert certificates and
GreenTokens for WPO and their buyers See Section Tax regime applicable to the holding of
GreenTokens in France for French subscribers)
Accounting The sales of GreenTokens recorded in 2018 and 2019 were certified by the Statutory Auditor as part of
its audits of the WPO financial statements (see Section
accounts)
Sales More than 1000 megawatts of new Services-For-Data mandates were signed in a year and a half with
for example the producers AALTO POWER BALLAMAN ENERGIE PARTAGEE and TOTAL QUADRAN
(TOTAL group)
Today Services-For-Data is deployed in seven countries (France Germany Finland Ireland Italy the
United Kingdom and Sweden) for all types of wind and solar photovoltaic installations
Our first GreenTokens were sold for example to EacuteNERGIE PARTAGEacuteE a subsidiary of the alternative
green energy supplier ENERCOOP to the local community
infrastructure funds AREAM RENEWABLES and GOODYIELDS CAPITAL and to the UK local
community producer WINDCLUSTER The total amount of commitments to purchase GreenTokens
thus contracted is 16 million over the period 2020-29 The contract model used is the standard
contract for the sale-purchase of GreenTokens through simple or multi-year Vesting
to WPO and
participate in the WPO certificate system without affecting their entitlement to receive
European Commission Directorate-General for Competition (Unit B2 - State aidEnergy
and Environment) on 25 January 2019 (Email)
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Other institutional clients of WPO have signed options to purchase or have expressed intentions to
purchase GreenTokens For example the German infrastructure fund PRIME CAPITAL and Irish fund
NTR The total amount of options for the sale-purchase of GreenTokens is 14 million over the period
2020-29
9 Fees related to the Public Token Offering
WPO has financed the GreenToken Project for two years using self-financing and short-term debt
bull In 2018 WPO self-funded the launch of the GreenToken Project for an amount of 361457 for
875 of Private Token Sale
bull In 2019 WPO self-funded the GreenToken Project for an amount of 204096 for 216271 of
Private Token Sale
bull In January 2020 WPO completed a bond issue14 of 600000 which was fully subscribed in
less than 24 hours as part of a crowdfunding facility for among other things pre-financing
the development of the GreenToken and the Minimum Viable Product of the GoCert
certificate
Part of the funds received from the Public Token Offering will cover these costs (see Section Allocation
of funds and Digital Assets collected)
14 The bond issue to accelerate WPO Innovation launched on the crowdfunding platform LENDOSPHERE (wwwlendospherecom) wwwlendospherecom under the reference P1531 in January 2020 (Source)
The sale of GreenTokens effectively invoiced and paid for in 2019 amounted to 216000
plus a total contracted purchase amount of 16 million and purchase options of
14 million over the 2020-29 period to be delivered from the Reserve
All the GoCert certificates issued in 2018 were sold to French company F2A at the
exchange rate of four GoCert certificates for one GreenToken (ie 110000 GoCert
certificates for 27500 GreenTokens)
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10 Allocation of funds and Digital Assets collected and
use of self-held tokens
101 Use of self-held tokens
- e GreenTokens attributed to WPO as part of the Project
when the tokens are issued and allocated to the Reserve together with the GreenTokens that WPO
buys back
The governance of self-held tokens and the information to the public of their use comes under the
Obligations and capacities of the Committee
Use of the GreenTokens Reserve Part of the GreenTokens issue is allocated to the Reserve The Reserve holds the initial amount of
GreenTokens defined in the Section Allocation structure plus any unsold tokens from the Private
Token Sale
This Reserve held by WPO is intended to meet the demand for GreenTokens of the Services-For-
Data long-term buyer category The price of WPO services is set at the market value in legal tender
currency and the price of the GreenToken is set at its Nominal Value
In the event of a lack or excess of liquidity of the GreenTokens WPO will act reasonably and may use
the Reserve to at its discretion and after giving notice to the Investment Advisory Committee
purchase and sell GreenTokens
When a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled As a
result the Reserve is expected to run out within 5-10 years (see Section Organise the expiry of
GreenTokens)
Redemption of GreenTokens by WPO Anyone - historic or new client data holder or not - will be able to exchange their GreenTokens for
WPOs new goods and services
It will be possible to pay in whole or in part for the goods and services in legal tender currency andor
with GreenTokens at their Utility Value
Thus on the date of invoicing by WPO and
bull before the Token Listing the Utility Value is equal to the Nominal Value ie one (1) euro
bull after the Token Listing the Utility Value will be the lower of one (1) euro and the Exchange
Value as illustrated in Figure 23 below
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Figure 23 Redemption of the GreenToken by WPO at Utility Value (non-contractual example)
Finally when a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled
(see Section Organise the expiry of GreenTokens)
102 Allocation of funds and Digital Assets collected
Highly innovative the success of the GreenToken Project requires strong commercial investment
Figure 24) and of course technological investment (see
Figure 24) for at least 24-36 months
To support the growth of its Data Lake WPO must quickly recruit new staff to work in its historical
Figure 24) while GoCert certificate sales will only begin once the
governance of the GoCer Figure 24)
Our new certified goods and services are promoted by a sustained marketing and communication
strategy (se Figure 24)
The Project Management and Legal Works undertaken and Financial Costs incurred associated with
all the transactions represent the overheads of the GreenToken Project (see the corresponding three
lines Figure 24)
Finally Community actions will be undertaken as soon as the Target Amount (Target) has been
Community a Figure 24 These Community actions are not-for-profit
investments in local community or participatory initiatives in support of the Energy Transition They
are placed under the authority of the Investment Advisory Committee
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Figure 24 Allocation of funds and Digital Assets collected according to the amount reached
AMOUNT COLLECTED
USES
SOFT-CAP
15m
TARGET
5m
HARD-CAP
10m
Business Development
To enable the deployment of Data Services and the GreenToken Network on a large scale
25 29 25
Technology
For the development and implementation (Design Build Test Deploy) of DLTs underpinning the issuance of GreenTokens and GoCert certificates
25 20 15
Recruitment
siness activities 25 20 20
Governance
To create and then frame (Plan Launch Articulate) the GoCert Consortium within the meaning of its governance - on-chain (directly executed by the code and Smart Contracts) - off-chain (executing in committees between founding players)
5 10 5
Marketing amp Communication
To promote and enhance the value of GreenTokens and GoCert certificates 5 10 10
Legal Works
5 5 4
Project Management
For the Project management including the Strategic Committee Investment -ordination of the
GreenToken Network
5 5 4
Financial Costs
Interest fees and commissions due in respect of the financing
exchange risk part of the bond issue carried out in January 2020 and the escrow and Lock-up fees associated with the public offering
5 2 2
Community actions
Non-for-profit investments purpose in local community or participatory initiatives in support of the Energy Transition representing 15 of the amount collected from the first euro beyond the Target Amount (Target) when the Tokens are offered to the public
0 0 15
If the Target Amount (Target) is reached the detailed allocation of funds and Digital Assets collected
during the Public Token Offering breaks down as shown in Figure 25 on the next page
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Figure 25 Allocation of funds and Digital Assets collected in euros (where Target Amount is reached)
Financial requirements for the development of the Project and any financing
already obtained
Figure 26 details the funding needs and corresponding resources (already obtained or to be obtained)
in the event that the Target Amount is reached
Figure 26 GreenToken Project Funding (where Target Amount is reached)
NEEDS EUR
(thousands) RESOURCES
EUR (thousands)
Business Development 1500 Self-Financing (including Private Token Sale)
566
Technology 1030 Grant public support 0
Recruitment 1030 Public Token Offering (ICO) 5000
Governance 500
Marketing amp Communication 500
Legal Works 250
Project Management 250
Financial Costs 100
Repayment short-term debt 600 Short-term debt (Lendosphere crowdfunding) 600
Contingencies (7 ) 406 Other liabilities 0
TOTAL (NEEDS) 6166 TOTAL (RESOURCES) 6166
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PART 3 - RIGHTS AND OBLIGATIONS ATTACHED TO
GREENTOKENS
1 The GreenToken
The token offered in the public offering is the GreenToken and its code is GTK
Figure 27 GreenToken logo
11 Rights and uses of the GreenToken
The holding of GreenTokens that correspond to the classification of Utility Tokens within the meaning
of article L54-10-1 1deg of the CMF entitles their holders to acquire the certified goods and services of
WPO and the GreenToken Network This right if exercised enables holders to exchange their
GreenTokens for GoCert certificates
Figure 28 Use of GreenTokens
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GreenToken Network A network of professional partners engaged in the operation and optimisation of the energy sector
and that accept GreenTokens is being established It is the GreenToken Network
To date and subject to the success of the public offering the members of the GreenToken Network are
bull AREAM RENEWABLES Infrastructure Fund owner of wind and solar power plants
bull BCS ASSURANCES insurance broker
bull DREHPUNKT software solutions editor
bull ENDIPREV independent maintenance
bull ENRSUR insurance broker
bull GOODYIELDS CAPITAL Infrastructure fund owner of wind and solar power plants
bull SYNERIA independent technical advice
bull TALVEG WIND independent maintenance
bull WIND CLUSTER independent producer
bull WPO asset management for third parties and independent technical advice
The interest for professionals in joining the GreenToken Network is to expand their client base and
volume of business with GreenToken holders through a fit-for-purpose and innovative tool and to
access using GreenTokens the resources of other members of the Network (see Section GoCert1 -
enhanced technical expertise)
Practically a member of the GreenToken Network submits a quote to its client in euros The
client places an order with it The member renders the service and bills for it Its client must
hold (and if necessary acquire) all or part of the value in GreenTokens which will be used for the partial
corresponding GoCert certificates by WPO (See Section Redemption of GreenTokens by WPO)
It will be possible to pay in whole or in part for the goods and services in a currency that is legal
tender andor with GreenTokens at their Utility Value
In exchange for the GreenTokens the member has received it will be able to access the goods and
services of the other GreenToken network members including WPO finally if necessary it will be
able to resell its GreenTokens to the secondary market (see Section GreenToken listing)
Subject to sufficient liquidity of the GreenToken the GreenToken Network is the enabler for the
expansion of the business model (or Tokenisation) launched by WPO and this also applies to its entire
professional ecosystem
Within 24 to 36 months of the Public Token Offering we expect the GreenToken Network to achieve
the maturity and diversity required to contribute significantly through the use of the GreenToken to
the acceleration of the Energy Transition
Difference between GreenTokens and GoCert Certificates GoCert certificates underpin Our new certified goods and services To acquire GoCert certificates it is
necessary to purchase GreenTokens
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Only GreenTokens are offered for public subscription under the Public Token Offering and will be
listed on a Digital Asset exchange platform
GoCert certificate Price WPO will apply a catalogue price for each type of GoCert certificate in euros and the buyer will have
the ability to pay for them with GreenTokens whose equivalent value in euros is the Utility Value
On the date of the Public Token Offering and for the year 2020 the price of a GoCert certificate is set
at 025 euros excluding tax which corresponds to the lower range of prices for comparable energy
certificates15
The price of each GoCert certificate sold or for sale in 2020 is fixed at 025 euros
Subsequently WPO may after a public declaration of the Investment Advisory Committee
periodically establish and if applicable revise the value of the GoCert certificate according to its type
(see Section Our GoCert) and market prices on the Certificate Markets
In addition to these prices transaction fees (eg issuance transfer custody andor execution of
certificates) and annual fees (eg admission to the register admission to tender registration of a
facility) are applied by WPO
12 GreenToken technology
GreenToken Distributed Ledger Technology The GreenToken is developed on the ERC20 protocol of the Ethereum network In particular it is
freely transferable to any person identified on the Ethereum network
Tradability To date more than four out of five initial coin offerings in the world (82 ) have been made on the
Ethereum network
The Sales Ether (code ETH) is listed on nearly 80 Digital Asset exchange platforms and accepted by
more than 400 trading places worldwide The daily volume traded in ETH is in the order of 14 billion
euros and the market capitalisation (marketcap) of Ethereum is in the order of 17 billion euros
making it the second most used cryptographic protocol after Bitcoin (code BTC)16
Energy consumption Electrical energy consumption related to GreenToken activity is of course an essential concern for
WPO
To date a transaction on the Ethereum network represents an electric consumption of around 29
kilowatt hours (kWh)
15 Source) 16 Figures shown on the Coinpaprikacom site on April 16 2020 at 2330 Paris time (Source)
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Ethereum plans to change its proof-of-work (PoW) algorithm to a proof-of-stake (PoS) algorithm
called Casper which is a significantly more energy efficient approach This change is announced for
2020
The Investment Advisory Committee will include in its annual report an estimate of the consumption
of electricity related to GreenToken activity using the Ethereum Energy Consumption Index
(Source) or equivalent index as reference indicator
Technology changes Technologies relating to the Distributed Ledger Technology (DLT) rapidly change so WPO reserves
the right to opt for a more energy-efficient technology provided all other performance indicators are
at least equivalent It cannot be ruled out that WPO decides to migrate to Tezos (code XTZ)17 in the
medium term
Any technology change assessment will be carried out by WPO and its advisers and will be subject
to the approval of the Investment Advisory Committee Technologies will be assessed mainly on the
basis of security criteria (IT geopolitical regulatory) performance (speed cost and energy
consumption) marketing (control conservation and token broking) and interoperability with the
GoCert certificate
The public will be informed in advance of such a project and the various communications will detail
the conditions for porting andor additional issuances of GreenTokens of one network or another and
the associated risks
13 Division of GreenTokens
GreenTokens can be divided into billionths ensuring better liquidity
Figure 29 Fractionation of GreenTokens
Fraction 0 1 2 3 4 5 6 7 8 9
Name GTK DGTK CGTK mGTK - - microGTK - - nGTK
Value 1 10-1 10-2 10-3 10-4 10-5 10-6 10-7 10-8 10-9
Prefix - deci- centi- milli- - - micro- - - nano-
14 Cancellation of GreenTokens
The GreenTokens allocated to the Public Token Offering and that remain unsold are cancelled
(destroyed) within eight days of the closing of the Public Token Offering
See also the Section Allocation structure and Section Redemption of GreenTokens by WPO
17 COINHOUSE 8 April 2019
(Source)
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2 Operating costs of the GreenToken
21 Subscription in currency that is legal tender
Subscribers subscribing to the GreenToken Public Offering in currencies that are legal tender bear
the costs associated with their subscription
The applicable fees are any fees and commissions applied by their own payment providers (banks
credit and payment card organisations foreign exchange agents etc) and the fees applied by the
operator of the EQUISAFE subscription platform These will be indicated at the time of confirming
the purchase of GreenTokens and will appear on the invoice issued for each subscription
22 Subscription in Digital Assets
Subscribers subscribing to the GreenToken Public Offering in Digital Assets bear the costs associated
with their subscription
The applicable fees are any fees and commissions applied by their own service providers (eg Digital
Asset exchange platforms brokers banks foreign exchange agents etc) underlying network fees
(Gas) and fees applied by the operator of the EQUISAFE subscription platform These will be indicated
at the time of confirming the purchase of GreenTokens and will appear on the invoice issued for each
subscription
23 Why does WPO not bear the subscription fee
By choosing the most accessible Minimum Subscription Threshold WPO is liable to pay fixed and
variable costs which combined would negatively affect the Amount Effectively Collected for the
GreenToken Project
As we want each subscription to have a useful impact on the Energy Transition we choose to leave
each subscriber to decide whether he or she agrees to help us by keeping the subscription costs at
his or her own expense
We also choose to apply a single subscription fee rule because for WPO subscriptions made in euros
Bitcoins or Ethers are of equal importance to the success of the GreenToken Project
24 Issuance of GreenTokens
The costs associated with the initial issuance and transfer of GreenTokens to their subscribers are
borne by WPO
These costs consist of any charges and commissions applied by the underlying network charges (Gas)
and the fees applied by the operator of the EQUISAFE subscription platform excluding fees and
commissions applied by the exchange platforms
brokers banks foreign exchange agents etc)
25 Lock-up of GreenTokens
If applicable the Lock-up custody fee is paid by WPO (see Section Conditions of custody of
GreenTokens held by subscribers
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26 Subsequent operation of GreenTokens
Once issued to subscribers GreenTokens do not incur any WPO fees
Third-party custody fees may apply according to the terms and conditions for the safekeeping of the
GreenTokens held by the subscriber
WPO informs subscribers that subsequent transaction fees will most likely be applied to the transfer
of GreenTokens by third parties involved in these transactions as is generally applied to the transfer
of Digital Assets
3 Previous GreenToken issues
No tokens have yet been issued by WPO
4 Rules and conditions for use and operation of
GreenTokens
41 Principles
The purchase or subscription of GreenTokens is subject to a number of conditions and in particular
bull eligibility conditions in relation to WPOs obligations to identify buyers or subscribers in the
context of inter alia the AML-CFT procedure and the due diligence obligations to which WPO
is subject and
bull Agreement
bull compliance with the General Terms and Conditions of Use of GreenTokens available on the
EQUISAFE site and to be accepted prior to the acquisition of GreenTokens
42 The Agreement
Regardless of the method of acquisition used (through the General Terms of Use or otherwise) the
subscriber or buyer of GreenTokens in the context of this Public Token Offering Buyer
required to comply with a number of obligations to ensure the security of the Project The purpose of
these obligations is to ensure security for everyone
Any subscriber or buyer in connection with the Public Token Offering is therefore invited to read
in particular the commitments below which will be in substance those which it must take in the
Agreement
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General commitments (a) The Buyer agrees not to distribute in any way whatsoever all or any part of the Information
Document in any country or jurisdiction where such distribution is prohibited or requires an
Authorisation for WPO the Information Document andor GreenTokens
(b) The Buyer agrees not to transfer in whole or in part regardless of the form or terms of such
transfer (assignment contribution donation other Transfer
GreenTokens or the rights attached thereto in any country or jurisdiction where such Transfer
is prohibited or requires the Authorisation of WPO the Information Document andor the
GreenTokens In particular but not exclusively the Buyer agrees not to transfer the
GreenTokens andor a right to a GreenToken to an
i any private person resident in the United States
ii any partnership or company organised or incorporated in accordance with US
law
iii any property of which the executor or administrator is an American citizen
iv any trust whose agent is a US citizen
v any agency or branch of a foreign company based in the United States
vi any non-discretionary or similar account (other than a trust or property) held by
a broker or other trustee for or on behalf of an American citizen
vii any discretionary or similar account (other than a trust) held by a merchant or
other trustee who is organised constituted or (if it is a natural person) resident in
the United States
viii a partnership or company if
(aa) it is organised or constituted in accordance with the law of a foreign
jurisdiction and
(bb) it is constituted by a US citizen primarily for the purpose of investing in
unlisted securities under the United States Securities Act of 1933
unless it is organised or established and held by accredited investors
who are not individuals trusts or real property
(c) The Buyer agrees not to initiate or participate in any legal action arbitration proceedings or
to make an application to any other dispute resolution body in France or abroad (i) against
WPO in the event of total or partial non-performance of the WPO Products non-deployment
or non-performance of the Project even if its GreenTokens have lost all or part of their value
provided that WPO has respected its duty of best endeavours of substantially putting in place
the Project in the form described in the Information Document andor (ii) in any event
against WPO affiliates (including senior executives and employees of WPO affiliates) agents
Other Persons
Identified Identified Persons
the Information Document
(d) The Buyer agrees not to Transfer (including acquiring selling transferring assigning even
free of charge) GoCert certificates for use in support of a commercial offer made by an
electricity supplier to its end consumers to show the share or quantity of energy produced
from renewable sources contained in this offer
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(e) The Buyer agrees to comply with French law and all applicable laws and regulations in each
jurisdiction in or from which heshe transfers a GreenToken a right to a GreenToken andor
all or part of the Information Document or if the foregoing is transferred to himher
(f) The Buyer agrees to return the Information Document to WPO who shall be entitled to
request its return at any time The Information Document and its content may not be
reproduced or used in whole or in part or disclosed by the Buyer to a third party other than
its legal financial or tax adviser provided that they are themselves subject to the same
Specific commitments The mechanism below known as
purchasing GreenTokens to ensure that the commitments it makes to the Identified Persons are also
made by the buyer to whom it transfers GreenTokens The purpose of this mechanism is to secure
the entire GreenToken ecosystem
(a) The Buyer agrees to stipulate as stipulator in accordance with the provisions of article 1205
of the French Civil Code to any person to whom it transfers a GreenToken or a right to a
Transferee ) in the capacity of promisor for the benefit of each Identified
Person as a beneficiary of this stipulation for the benefit of third parties that the Transferee
irrevocably
i undertakes the same commitments as those undertaken by the Buyer under this
Sect
benefit of the identified Persons and
ii makes the same representations as those made by the Buyer in the Agreement
for the benefit of the Identified Persons
the Stipulation
(b) the Buyer as stipulator waives its right to revoke this provision at any time
(c) the Buyer acknowledges as stipulator and WPO acting as a beneficiary for its own benefit as
well as that of all other beneficiaries that the Stipulation becomes irrevocable between the
Buyer as stipulator and the Persons identified as beneficiaries on the date of this Agreement
(d) the Buyer agrees that each Transferee expressly waives its right of revocation of any of its
and conditions of
token or a right to a GreenToken
Indemnification The Buyer agrees to indemnify upon first request any Identified Person for all damages liabilities
compensation financial losses costs disbursements and direct or indirect damages that such
Identified Person has suffered as a result of any breach by the Buyer of such general andor specific
commitments
Subject to the foregoing the Buyer agrees to indemnify the Company in the event of gross
negligence or wilful misconduct under the Agreement
These provisions shall survive termination of the Agreement for a period of ten (10) years
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43 General Terms and Conditions of Use
The General Terms and Conditions of Use set out the terms and conditions of use of the site for the
purchase of GreenTokens The General Terms and Conditions of Use will be available on the
EQUISAFE and WPO websites at the Creation of the User Account stage
5 System on which GreenTokens will be registered
The description of the Distributed Ledger Technology (DLT) on which the GreenTokens will be
registered is specified in the Section GreenToken technology and in the Section PART 6 - TECHNICAL
TERMS AND CONDITIONS FOR THE ISSUE OF GREENTOKENS
6 GreenTokens time frame of use
61 Issuance
The GreenTokens will be issued on the business day following the Publication of the outcome of the
Public Token Offering if the Minimum Amount (Soft-cap) has been reached in accordance with the
Time frame of the Public Token Offering
62 Use
Initially WPO will accept GreenTokens issued as a means of exchanging its new certified goods and
services immediately after the of the Section
GoCert1 - enhanced technical expertise)
We are currently establishing a network of partners of our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchange for their own goods and
services
63 GreenToken listing
The listing of the GreenToken is already pre-secured18 on the French Digital Asset exchange platform
SAVITAR (wwwsavitario)
Subject to the minimum amount (Soft-cap) being reached the first Listing of the Token is scheduled
for the day after the date of publication of the results of the Public Token Offering
Subject to sufficient liquidity the GreenTokens will then be exchangeable between participants
against the other Digital Assets or currencies listed on the platform The Exchange Value will depend
on the level of supply and demand
The conditions for admission of participants and the operation of the Digital Asset exchange platform
are specified on the website wwwsavitario Prior to any use of its services it is important to refer to
the terms and conditions of use of SAVITAR
18 According to the letter of intent signed between WPO SAS and Exchange SAS on 11 February 2020
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7
accounts
71 Monitoring of the token issue using the accounting annex as per
French gaap
The GreenTokens will be issued on the day following the publication of the result of the Public Token
Offering if the Minimum Amount (Soft-cap) has been reached At this time we will proceed with
allocating the GreenTokens shown in the Section Allocation structure according to the following
eight steps which will be included in the notes to the financial statements
Issue of the Quantity
Step 1 Issue of the Quantity of GreenTokens (15 million tokens)
Allocation in connection with the Public Token Offering
Step 2 Deduction of the [X] GreenTokens subscribed for in the Public Token Offering (maximum allocation of 11 million tokens)
Step 3 Destruction of the non-subscribed GreenTokens of the allocation for the Public Token Offering (= 11 million tokens - [X])
Allocation to the Reserve
Step 4 Deduction of the 3 million GreenTokens allocated to the Reserve
Allocation for the Private Token Sale
Step 5 Deduction of the [Y] GreenTokens subscribed for the Private Sale (maximum allocation of 900 thousand tokens)
Step 6 Allocation of non-subscribed GreenTokens to the Reserve (= 900 thousand tokens - [Y])
Allocation for the free distribution to WPO employees
Step 7 Deduction of the [Z] GreenTokens distributed for free to WPO employees (maximum allocation of 100 thousand tokens)
Step 8 Allocation of undistributed GreenTokens to the Reserve (= 100 thousand tokens - [Z])
72 Monitoring subscriptions through accounting
The GreenTokens subscribed for shall be recorded in various recoverable liability accounts (EUR
account BT
counterpart for the Cryptocurrencies collected (account 5205)
During the Private Token Sale During the Private Token Sale accounting entries are made as and when sales occur 2018 and 2019
During the Public Token Offering During the Public Token Offering accounting entries are made on a weekly basis except in the following cases where the accounting entries are made on a daily basis (
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bull The first five days following the opening of the Offering to the Public bull The last five days before the closing of the Offering to the Public bull If applicable when approaching the Minimum Amount (Soft-cap) or the Maximum
Amount (Hard-cap)
Funds in currencies that are legal tender will be confined to the LEMON WAY Payment Service
Provider until as the case may be their payment to the Escrow Account of the UZES Financial
Custodian or their repayment
il where applicable
repayment
Collected funds in currencies that are legal tender and Cryptocurrencies will be recorded in an
aggregated manner (and not by subscriber) in WPO accounts
The cases of freezing of assets or rejection of a subscription shall be managed at the level of the
Custodians and no accounting entries shall be entered by WPO
GreenTokens taken to the Reserve not proposed for subscription will not be recorded under assets
but will be shown in the notes to the financial statements
At the end of the Public Token Offering
If the Minimum Amount (Soft-cap) is not reached
A deduction is made in the amount recognised in the various recoverable liability accounts with a
cash counterpart in euros or in Cryptocurrencies collected which is repaid (see Section Refunding of
Subscribers)
If the Minimum Amount (Soft-cap) is reached and up to the Maximum Amount (Hard-cap)
The amounts recognised as recoverable liabilities are transferred to deferred income which is then
the subject of a release of the escrow accounts and a transfer to the WPO accounts (see Section End
of subscription period and restitution)
If the Maximum Amount (Hard-cap) is exceeded
A deduction is made in the amount recognised in the various accounts of recoverable debts with an
excess cash counterpart in euros or an excess counterpart in Cryptocurrencies which is repaid (see
Section Refunding of Subscribers)
Use of GreenTokens in exchange for WPO goods and services
After the issue WPO will recognize on the liabilities side of its balance sheet the total amount of
services remaining to be provided in return for GreenTokens in the form of deferred revenue on
issued tokens The sale of goods or services will give rise to the issue of invoicing in euros which will
trigger the reversal of deferred products in return for the turnover of the number of GreenTokens
used The amount of reversal and turnover corresponding to the goods and services produced will be
equal to the number of GreenTokens used multiplied by the Subscription Price which will be
determined according to the FIFO method in application of article 619-7 of the regulations of the
Accounting Standards Authority (ANC) on the issuance and holding of tokens
At the end of the use by the bearers of the entire quantity of tokens issued in exchange for goods and
services the products recorded in advance will have been reversed
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PART 4 - RISK FACTORS
1 Economic risks
11 Risk of partial or total loss of investment
During the GreenToken Public Offering If the Public Token Offering does not meet its target (Non-
Achievement of Minimum Amount (Soft-cap)) subscribers will be fully reimbursed for the amounts
of their subscriptions less any transaction and commissioning costs related to transactions by which
funds are collected and held in escrow
After the GreenToken Public Offering To the extent that it is not certain whether the Project will be
carried out in whole or in part or even whether there will be any interest in the products and services
linked to the Project subscribers are advised that the value of the GreenTokens is not guaranteed
and can rise or fall even to zero Subscribers should not subscribe for GreenTokens if they are unable
to bear the consequences of such a loss
There is no guarantee that the Project will be fully or partially completed and more generally there
is no guarantee that subscribers will be able to resell their GreenTokens or that the GreenTokens will
enable them to obtain products or services other than those covered by the Project
12 Foreign exchange risk in particular to the Euro or any foreign
currency borne by the subscriber
The GreenTokens can only be subscribed for in euros Bitcoins or Ethers If the Public Token Offering
achieves its threshold target (Achievement of the Minimum Amount (Soft-cap)) then the
subscriptions thus made will be in whole or in part converted to reach and retain an amount in euros
equal or by default approaching at most the Minimum Amount (Soft-cap) Subsequent conversions
could be deferred pending a favourable exchange rate and the Project could in whole or in part be
delayed accordingly
The subscriber alone bears the cost and risk of converting the value of hisher subscription from a
currency(ies) that are legal tender or from Cryptocurrency(ies) to the subscription currency or
Cryptocurrency(ies) ie euros Bitcoins or Ethers
If the Public Token Offering achieves its threshold target (Achievement of the Minimum Amount
(Soft-cap)) the risk of a change in the exchange ratio to euros of the Digital Assets collected in Bitcoin
and in Ether between the subscription value date and the closing value date of the offering is borne
by the subscriber This means that the number of GreenTokens specified when subscribing in
Cryptocurrency (BTC or ETH) may differ from the amount of GreenTokens effectively exchanged with
it on the closing date of the offering
Example If on the subscription date 1 Bitcoin is worth 1000 euros and 1 GreenToken is worth 1 euro
(non-contractual values indicated to simplify without any applicable charges or commissions)
- If at the close of the offering to the public 1 Bitcoin is still worth 1000 euros the
subscriber will obtain 1000 GreenTokens
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- If at the close of the offering to the public 1 Bitcoin is worth no more than 500 euros the
subscriber will ultimately obtain only 500 GreenTokens
- If at the close of the offering to the public 1 Bitcoin is worth 2000 euros the subscriber
will ultimately obtain 2000 GreenTokens
Similarly in case of repayment repayments are made in the legal tender currency or in the
Cryptocurrency used for subscription either euros Bitcoins or Ethers The risk of a change in the
exchange ratio to euros of currencies that are legal tender (other than the euros) or of Digital Assets
(other than Bitcoins and Ethers) between the subscription value date and the refund value date is
borne by the refunded subscriber
13 Risk associated with the valuation of tokens
ter alia correlated to the value of the services and products
included within the framework of the Project and to the Exchange Value
services and products offered by
professional partners) In the event of the insolvency liquidation or dissolution of WPO (or of the
professional partners of the GreenToken Network) the Utility Value of the GreenTokens could
become zero
The Exchange Value of the GreenTokens for legal tender currencies or for Digital Assets is correlated
to the supply and demand on the Digital Asset exchange platforms
WPO assumes no responsibility for the exchange purchase or resale of GreenTokens on the Digital
Asset exchange platforms
14 Secondary market absence risk
GreenTokens are Utility Tokens that are included in a new class of digitalised assets These assets are
described as Digital Assets within the meaning of the PACTE law In view of the lack of maturity of
the market for the Utility Tokens in France and the rest of the European Union as well as in most
geographical areas of the world the application for the GreenTokens to be listed on the Digital Asset
exchange platforms may not be accepted Thus no assurance can be given as to the existence of a
secondary market
If a secondary market for GreenTokens develops this market may not be liquid As a result
subscribers may not be able to sell their GreenTokens easily or at prices that would provide them with
a valuation gain comparable to similar investments benefiting from a developed secondary market
15 Risk of GreenToken market volatility
There is a strong likelihood of volatility in the GreenToken market due to factors inherent to
GreenTokens and to external factors For example the market value of GreenTokens is likely to be
strongly correlated with the value of the main Cryptocurrencies Also in the event of volatility the
market value of GreenTokens could be less than the value of the services to which they give access
or the Subscription Price discounted or not of the GreenTokens
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16 Risk related to the commitments of the subscriber
The subscriber of GreenTokens is subject to a number of obligations In particular the purchase of
GreenTokens requires the purchasers whether following the subscription of the GreenTokens or their
purchase to undertake to (i) not transfer them to purchasers in jurisdictions requiring an
Authorisation for WPO GreenTokens or for the Information Document and (ii) that the persons to
whom they transfer the GreenTokens make the same type of undertaking to WPO and to the other
Identified Persons The subscriber bears the risk of having to indemnify WPO and more generally
the Identified Persons in the event that the transferee fails to respect such an undertaking
17 Risk associated with the use of GoCert certificates
GoCert certificates cannot underpin a commercial offer that an electricity supplier makes to its end
consumers to show the energy contained in the offer is produced from renewable sources
2 Technological risks
21 Risk of errors or security flaws allowing for hacking or theft of the
issuance platform
Hackers or other malicious or criminal groups or organizations may attempt to interfere with the
WPO Information Systems the platform managed by EQUISAFE on behalf of WPO or the
GreenTokens in several ways including but not limited to service denial attacks Sybil attacks
spoofing malware attacks or attacks based on consensus or theft of WPO identification information
In order to reduce these risks Cybersecurity and detection systems for technical malfunctions are
put in place
22 Risk of loss or theft of the vate key
Any subscriber of GreenTokens that holds their GreenTokens in safe keeping themselves must be
careful not to disclose their private keys Any third party who has access to private keys including by
accessing the connection IDs of an electronic wallet or of a vault service used by a token carrier (the
Wallet could steal the GreenTokens andor hack the Wallet
Similarly any subscriber of GreenTokens can only access their Wallet by using their personal
identification information The loss of such identification information could result in the impossibility
of accessing or using the GreenTokens Theft of this identification information could result in the theft
of the GreenTokens In fact any third party who obtains access to the identification information or
s
In order to minimize this risk subscribers must protect themselves against persons who access their
electronic devices without authorisation It is also recommended that the subscribers of GreenTokens
securely store their identification information in one or more separate location(s)
23 Risks related to the monitoring and safeguard of Digital Assets
Despite the efforts made by the COINHOUSE Depository the holding accounts and escrow accounts
(as indicated in Figure 40) allowing the Cryptocurrencies collected in connection with the Public
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Token Offering to be held in escrow are vulnerable to attacks as well as sudden and significant
fluctuations in value Any successful attack or significant fluctuations in value poses a risk to the
subscribers of GreenTokens of losing part or all of their funds
24 Risks linked to the Distributed Ledger Technology (DLT) on
which GreenTokens are registered and the platforms on which
GreenTokens can be exchanged
Consensus algorithms are essential to maintaining the integrity and security of a Cryptocurrency
network They provide the distributed nodes with a means of reaching an indisputable consensus on
the Blockchain register
The Proof of Work (Pow) consensus algorithm is considered one of the most effective solutions
against consensus attacks such as the 51 attack (or majority attack) or other Byzantine attacks Not
only because the network is decentralised but also because the high costs associated with the
mining process make activity by miners with the aim of disrupting the network unlikely Any
successful attack poses a risk to the subscribers of GreenTokens of losing all or part of their funds
A security audit of subscription platform and a compliance audit of the subscription and
issuance process with this Information Document will be carried out by the opening of the Public
Token Offering
Similarly the SAVITAR Digital Asset exchange platform has initiated a continuous security campaign
on the YOGOSHA platform since January 2018 No security flaws have been reported for several
months showing a level of security consistent with current best practices
It is specified that CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario)
provide or could provide one or more services concerning Digital Assets listed in article L 54-10-2 of
the French Monetary and Financial Code Consequently it cannot be ruled out that
CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario) will have to be
registered with the AMF and that the conditions for this registration will not be met Where
applicable WPO may be required to use the services of another exchange platform previously
registered with the AMF The subscriber may have to ensure compliance with these conditions in the
event of a change of platform
However there may be a risk of malfunction inherent to any computer programme and despite the
checks carried out by WPO or its partners a technical failure remains possible The same
considerations should be taken into account in the event of a migration to another Distributed
Ledger Technology (DLT)
3 Risks linked to the Project
31 Risk asso
on the Project or any event that may impact the Project
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Annual Report of the Statutory Auditor specific to the management of tokens over the year In the
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event that the Committee is unable to publish the report the WPO Directorate would take over its
communication obligations until such time that the Committee can resume its work Also the risk
associated with the lack of regular communication by the issuer on the Project or any event that may
impact the Project is low
32 Risk of failure in the launch or technical and operational
development of the Project
The GreenToken is designed to be a service token (Utility Token) to obtain goods or services offered
by WPO in connection with the Project and in particular private production certificates (GoCerts) to
be issued by WPO in connection with the Project The issuance of the GreenTokens and their sale by
WPO is thus intended to enable the Project to be carried out There is no certainty that WPO will be
able to implement the Project under the terms set out in the Information Document or even if the
Project as such will be implemented WPO being bound only by an obligation of best endeavours
for its implementation WPO disclaims any liability and provides no
assurance as to the accuracy and reliability completeness or timeliness of the services offered by
WPO or the results obtained from the use of these services Any change or new fact likely to have a
significant influence on the investment decision of any potential subscriber that occurs between the
AMFs approval and the closing of the offering must be described in an amended information
subscribers with prior information pursuant to article L 552-6 of the CMF and specified in the AMF
Instruction 2019-06 the Project may at any time evolve according to what WPO considers to be in its
best interest in order to implement the Project as set out in the Information Document andor as it
may or may have evolved
33 Risk of material modification of the Project and of rights attached
thereto
We do not anticipate a change in the rights attached to GreenTokens regardless of (i) the commercial
commitments made and (ii) the expected changes in renewable energy development Thus without
change in the laws and regulations in France the GreenTokens once they have been issued will
continue to give access to GoCert Certificates However no assurance can be given as to the adoption
of a European Union text harmonising the legal qualification of Digital Assets and which could have
an impact on the current qualification of GreenTokens and related rights WPO excludes any liability
that such an event could have on the recognition of rights and the value of GreenTokens
34 Risks related to the requalification of the scope of the offering from
the point of view of consumer law
If a court considers that under the consumer law it is not an offering of digital content not supplied
on a material medium but rather a financial service the waiver of the right to withdraw as provided
for in connection with the offering may not meet the legal conditions
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35 Risks related to the lack of visibility on the regulations applying to the
offer of tokens in all jurisdictions in which the tokens will be offered as well
as the taxation applying to the token subscribers
The terms and conditions of offer sale and taxation of GreenTokens are governed by French law in
force on the date of this Information Document and in particular by the provisions of the PACTE Law
for marketing on French territory
No assurance may be given as to the consequences of any court or administrative decision or
amendment of French laws or regulations after the date of this Information Document Such a
decision or change may have a medium to high negative impact on subscribers and have an adverse
effect on the value of GreenTokens
WPO also disclaims any liability for the adoption of a European Union text harmonising the legal
qualification of Digital Assets which may have an impact on the current qualification of GreenTokens
and rights attached thereto
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PART 5 - CHARACTERISTICS OF THE TOKEN OFFERING
1 Number of GreenTokens to be issued
11 Quantity
The Quantity of GreenTokens is set at fifteen (15) million tokens
12 Allocation structure
bull Eleven (11) million GreenTokens are allocated to the Public Token Offering Unsold tokens will
be cancelled (see Section Cancellation of GreenTokens)
bull Three (3) million GreenTokens are allocated to the Reserve held by WPO and planned to
satisfy the mandatory demand for GreenTokens (see Section Our Services-For-Data)
bull Nine hundred thousand (900000) GreenTokens are allocated to the Private Token Sale
Unsold tokens will be placed in the Reserve
bull One hundred thousand (100000) GreenTokens are allocated to the Free distribution of
GreenTokens to WPO employees
Figure 30 GreenTokens allocation
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2 Amounts of the issue
21 Expected Amounts
The objectives of the issue for the Public Token Offering are as follows
Figure 31 Expected amounts of the issue
22 Amount Effectively Collected
At the end of the public offering the Amount Effectively Collected is determined as follows
bull The exchange ratios of the BTCEUR and ETHEUR pairs are recorded by the bailiff one hour
after the closing of the subscription
bull The amount in euros and the number of Digital Assets (BTC and ETH) effectively received on
the custodians escrow accounts shall be recorded by the judicial officer on the sixth working
day at 2pm after the closing of the subscription
bull Based on these findings the Amount Effectively Collected is (i) calculated by WPO (ii)
certified by the Statutory Auditor and (iii) published by the Chairman of the Investment
Advisory Committee at 4pm on the same day (See Section Time frame of the Public Token
Offering)
currencies that are legal tender and the amounts in Digital Assets effectively received on the escrow
accounts of the Custodians up to and including the sixth business day (T+6) converted into euros at
the Exchange Rates applicable on date T The proceeds from the Private Token Sale are excluded
from this sum
23 Exchange Rate
The applicable Exchange Rates for conversions of Digital are the
exchange ratios traded at 100 am in the morning (Paris time) of the following day (T+1) recorded on
the Kraken Digital Asset exchange platform (Source) or equivalent
The Cryptocurrency collected will be converted to euros only after the Public Token Offering (see
Section
or foreign currencies)
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3 GreenToken Subscription Price
31 Subscription Price
The Subscription Price for the GreenToken is set at 095 euros
32 Minimum Subscription Threshold
The Minimum Subscription Threshold is set at 100 euros
33 Discounts offered by category of subscribers
Category A Premium Subscriber Any subscriber without distinction benefits from an additional discount of - 5 of the Nominal Value
for each tranche of 50000 euros of purchases of GreenTokens (cumulative for each beneficial owner)
limited to 50 of the Nominal Value and within the limit of the stock of available tokens
Each half-tranche of 25000 euros of GreenToken purchases is subject to a lock-up period (Lock-up A)
of one month from the Listing of the Token (see Section Conditions of custody of GreenTokens)
Purchase tranche 0 -
50
50 -
100
100 -
150
150 -
200
200 -
250
250 -
300
300 -
350
350 -
400
400 -
450
450 -
500 (in thousands of euros)
Subscription Price A (EUR) 095 090 085 080 075 070 065 060 055 05
Category B Long-term subscriber Subject to making at least 10000 euros of GreenTokens purchases (cumulative for each beneficial
owner) any subscriber without distinction benefits from an additional discount of -5 of the
Nominal Value per lock-up year (Lock-up B ) granted limited to 50 of the Nominal Value and within
the limit of the stock of available tokens (see Section Conditions of custody of GreenTokens)
Lock-up (years) 0 1 2 3 4 5 6 7 8 9
Subscription Price B (EUR) 095 090 085 080 075 070 065 060 055 05
Cumulative discounts The discounts for the categories of subscribers A and B are cumulative and limited to 50 of the
Nominal Value within the limit of the stock of available tokens
Example Laura acquires 78000 euros of GreenTokens She qualifies for the Category A discount She
agrees to a 3-year lock-up period She also qualifies for the Class B discount The Issue Price that
applies to her purchase is Subscription Price A plied by Subscription Price B (3 years)
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Cumulative Lock-up periods Lock-up periods (Lock-up A or B) are not cumulative only the longest of the two applies
Example The subscription of Laura of 78000 euros counts for 3 half-tranches that gives a lock-up
period of 3 months (Lock-up A ) However she also agrees to a 3-year lock-up period (Lock-up B )
therefore the 3-year period (Lock-up B) only applies in this instance
34 Explanations on the setting of the Subscription Price
The GreenToken will have different values during its life cycle The Nominal Value the Exchange
Value the Utility Value and during the Public Token Offering the Subscription Price
Figure 32 Values of the GreenToken over time (Non-contractual example)
Nominal Value
The Nominal Value of a GreenToken is the value of a GreenToken sold by WPO within the specific
framework of the Services-For-Data using the Reserve
In this context [X] euros of services give entitlement to [Y] GreenTokens Thus
bull Before the Listing of the Token the Nominal Value is set at one (1) euro
bull After the Listing of the Token the Nominal Value will be the greater of one (1) euro and the
Exchange Value
Exchange Value The Exchange Value of a GreenToken will be the value of a GreenToken on the secondary market (see
Section GreenToken listing)
In the event of listing on several Digital Asset exchange platforms the Exchange Value of a
GreenToken will be the average exchange value observed on these different platforms on the basis
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of a representative exchange volume measured over a sufficient period prior to the setting of this
value The average exchange value shall be weighted by the exchange volume of each platform
In the event of disagreement over the value the Investment Advisory Committee shall make a public
declaration establishing the Exchange Value
Utility Value See Section Redemption of GreenTokens by WPO
Subscription price The Subscription Price offers a discount to promote the attractiveness of the Public Token Offering
This discount is - 5 compared to the Nominal Value before the Listing of the Token
Additional discounts may accrue for premium andor long-term subscribers
4 Accepted Currencies and Digital Assets
41 Currencies
The currency accepted is Euro (code EUR)(
42 Digital Assets
Accepted Cryptocurrencies are Bitcoin (code BTC) and Ether (code ETH)
43 Exchange ratios with the GreenToken
Currencies The exchange ratio for the [EUR-GTK] pair is equal to the applicable Subscription Price
Digital Assets The exchange ratio is the Exchange Rate applicable on the closing date of the Public Token Offering
as recorded by the bailiff (See Section Time frame of the Public Token Offering) multiplied by the
applicable Subscription Price
5 Steps prior to the Public Token Offering
51 Pre-offering issue
No GreenTokens including GreenTokens from the Private Token Sale are expected to be issued
before the end of the Public Token Offering
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52 Private Token Sale
Between 1 April and 31 December 2019 254500 GreenTokens were sold as part of the Private Token
Sale at an average price of 085 euros for a total amount of 216000 euros
Between 1 January and 30 April 2020 167760 GreenTokens were sold as part of the Private Token Sale
These sales are contracted but not yet invoiced at the date of this Information Document
No GreenToken has yet been issued These sales do not contain any Lock-up condition
Any private-sale negotiation of GreenTokens not yet contracted at the opening of the Public Token
Offering will be suspended
6 Terms of subscription for GreenTokens
In order to subscribe to the Public Token Offering subscribers must follow the process of
downloading the Information Document Recording and identifying in advance any purchase of
GreenTokens (see Figure 34) In this context WPO will use the personal data communicated in
accordance with the GDPR
61 Downloading the Information Document
The Information Document is available for download on the Public Token Offering website
(wwwwpoeu ceptance of a prior notice
62 Pre-booking GreenTokens
Anyone who has downloaded the Information Document may without any commitment from their
part pre-book GreenTokens via an online form (pop-up) For this purpose they must
bull enter a valid email address
bull enter the amount of its pre-booking in the future Public Offering (eg [X] euros in pre-
booking of [Y] GreenTokens [Y] being automatically calculated)
bull If applicable subscribe to the information flow relating to the GreenToken Project
If a pre-booking amount has been entered they will have the option to create a User Account
Otherwise they will be able to create a User Account at any time on the website wwwwpoeu ICO
tab
63 Creation of the User Account
Creation of identifiers The creation of the User Account requires the provision of
bull a valid email address (verified by sending a security email)
bull a password
bull a mobile phone number allowing double-factor authentication (A2F)
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Information requested The information to be entered online without threshold conditions is as follows (Figure 33)
Figure 33 List of information collected during the Registration
NATURAL PERSON LEGAL ENTITY
Mandatory information
First name of User Account Holder Company name of User Account Holder
Last name of User Account Holder Description of the project or activity of the User Account holder
Date of birth of the User Account Holder
Nationality of the User Account Holder Country of registration of the User Account Holder
Country of residence of the User Account Holder
First name of the legal representative of the User Account holder
Email address of the User Account Holder Last name of the legal representative of the User Account holder
Date of birth of the legal representative of the User Account holder
Title of Payer or Beneficiary Contact email of the User Account Holder
-
- Title of Payer or Beneficiary
Recommended information
Main phone of the User Account Holder Registration number (SIREN or equivalent) of the User Account holder
Politically Exposed Person (PEP) number
Supporting documents The list of these documents to download without threshold conditions is available here See the KYC2
List of Documents
Advanced Electronic Signature
by the YOUSIGN signature provider the signature occurs when the unique security code sent by
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Figure 34 Registration Process
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Information in the event of repayment of funds The Bank Identity Form provided at the identification stage will where applicable be used to repay
amounts subscribed in currencies that are legal tender The public address provided at the
identification stage will be used where applicable to repay the Digital Assets subscribed for in Digital
Assets (Figure 38)
-
- e identical Failing that the subscription process will be interrupted
Information on the origin of funds We monitor the origin of the funds collected in relation to (i) the processing of alerts (in the event of
suspicion) and (ii) the knowledge of the customer (KYCKYB) in accordance with our AML-CFT
Procedure This analysis will be delegated to LEMON WAY without threshold conditions in order to
detect any anomalies or abnormal behaviour In the event of suspicion additional information and
supporting documentation will be requested
UZES and COINHOUSE may carry out secondary audits in
accordance with their regulatory obligations or internal procedures
See also PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS ANTI-MONEY LAUNDERING AND
COMBATING THE FINANCING OF TERRORISM AND SECURITY
Amendment of information The user agrees to inform WPO as soon as possible of any changes to the information provided during
n order to
update hisher information and in particular any change in hisher marital status legal capacity
address (tax postal or electronic) mobile phone number title (tax professional)
64 Subscription to GreenTokens
The analysis of the information provided may take from a few minutes to a few days After notification
by EQUISAFE that the Registration has been confirmed the subscriber may log in to his User Account
to purchase GreenTokens The main steps are as follows
1 The subscriber confirms that he has read and accepted the General Terms and Conditions of
Use available online (Figure 34 see above)
2 The subscriber indicates his choice of subscription in euros or Digital Assets (See the Figure
38)
3 The subscriber then indicates the amount of hisher subscription and the possible Lock-up
condition to which heshe voluntarily subscribes (see Section Category B Long-term
subscriber)
4 On this basis the following are shown to the subscriber (See Figure 39 and Figure 40)
a The number of GreenTokens heshe acquires
b The issue price applicable to himher
c The possible lock-up period (Lock-up) applicable to himher
d The subscription fees applicable to himher
e The total price of hisher purchase ie [a x b + d] in euros
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5 The subscriber indicates how heshe will receive their GreenTokens In the first two cases (a)
and (b) below the subscriber will provide a public address for ERC20 compatible Digital
Assets in the third case (c) this address will be specified by the Depository COINHOUSE
a Where the holder is its own depository
b Via a third-party depository
c Via the third-party depository COINHOUSE
6 The subscriber confirms the information relating to the bank account (or public address) of
repayment which is the same as used for the subscription
7 The subscriber confirms their intention to purchase and pay for the GreenTokens subscribed
a The funds in euros are first received in an initial holding account placed in the LEMON
WAY environment and allocated to each subscriber They are then transferred to the
holding account alloc tion Custody of
subscriptions made in legal tender Currencies )
b Digital Assets are first received at one or other public holding addresses Each
business day EQUISAFE (See Section Custody of subscriptions made in Digital
Assets)
i reconciles the amounts received at these addresses with the registered
subscriptions
and subject to the minimum daily collection amount being reached
ii instructs the Depository COINHOUSE to place the Permitted Digital Assets
on the escrow account which executes the instruction
or if applicable
iii instructs the Depository COINHOUSE to return the unauthorised Digital
Assets received which executes the instruction
8 Subscriptions duly collected on the account or public holding addresses are thus deposited
as soon as a minimum amount is reached on one of the two escrow accounts
bull euros at FINANCIERE DUZES (See Figure 39)
bull Digital Assets at COINHOUSE (see Figure 40)
65 Issuance of GreenTokens
At the closing of the Public Token Offering the Statutory Auditor certifies the Amount Effectively
Collected and the WPO Directorate concludes on the outcome of the offering
As soon as the Minimum Amount is reached EQUISAFE mandated by WPO prepares the issuance
of the GreenTokens the allocation of GreenTokens to their subscribers and the cancellation of the
unsold GreenTokens (see Section GreenTokens time frame of use)
This allocation is made by sending to the public address indicated by the subscriber in paragraph 5
of section 64 above Subscription to GreenTokens
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7 Time frame of the Public Token Offering
The time frame of the Public Token Offering is as follows
Figure 35 Detailed timeline of the Public Token Offering (the times shown are Central European Time)
Tuesday 8 September 2020
at 10 am
- Opening of the subscription to the Public Token Offering which
takes the form of the opening of subscriptions on wwwwpoeu
- Publication of the Statutory Auditors report on the Private Token
Sale to date
Thursday 12 November 2020
at midnight
Closing of the subscription to the Initial Coin Offering which results
in the suspension of the subscription function on wwwwpoeu
Friday 13 November 2020
at 1am in the morning ETHEUR pairs to determine the Exchange Rate applicable to the
Digital Assets collected
Friday 20 November 2020
at 2pm
at 4pm
- Bailif
Digital Assets effectively collected (the period between the closing of
the subscription to the Public Token Offering and this statement is
the time required for the last bank transfers and transfers of Digital
Assets to be received and observed on the escrow accounts)
- Certification Amount Effectively Collected by the Statutory Auditor
b
- Publication of the result of the Public Token Offering by the WPO
Directorate and public declaration of the Investment Advisory
Committee in accordance with the certificate of the Statutory Auditor
Monday 23 November 2020
at noon
- Issuance of the GreenTokens and if applicable cancellation
(destruction) of the unsold GreenTokens
Tuesday 1 December 2020
at noon
- Allocation of GreenTokens to each subscriber
- Listing of the GreenToken
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
For a broader timeframe
bull timeline is given in the Section Our history
bull The timeline for the GreenToken Project is given in the Section Timeline
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8 Information on the period after the Public Token
Offering
81 Dilution
The GreenTokens redeemed by WPO in exchange for GoCert certificates will be cancelled As the
GreenTokens are fixed this will result in a gradual reduction in the number of GreenTokens available
over time
Any new offering to the public of GreenTokens would be conditional upon obtaining a new optional
Visa from the AMF
82 GreenTokens buy-back conditions
In the event of excess or lack of liquidity of the GreenTokens on the secondary market WPO shall act
reasonably and may use the Reserve under the control of the Investment Advisory Committee
83 Conditions for cancelling GreenTokens
See Sections Cancellation of GreenTokens and Redemption of GreenTokens by WPO
84 Conditions for the custody of self-held tokens and their placing
on the market
The categories of self-held GreenTokens are listed in the Section Use of self-held tokens None of them
are subject to a custody obligation (no Lock-up)
85 Conditions of custody of GreenTokens held by subscribers
GreenTokens subject to a lock-up period (Lock-up A or Lock-up B as defined in the Section Discounts
offered by category of subscribers) mean that they will be kept by the Depository COINHOUSE in a
segregated account from the time of their issue and for the duration of the Lock-up They will be
delivered to their subscriber at the end of the lock-up period The custody costs are borne by WPO
86 Communications to the public
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Statutory Auditor and Obligations and capacities of the Committee)
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PART 6 - TECHNICAL TERMS AND CONDITIONS FOR THE
ISSUE OF GREENTOKENS
1 Description
The Distributed Ledger T e
Ethereum network which allow the creation registration and transfer of Digital Assets within the
meaning of article L54-10-1 of the CMF
Operational since June 2019 the Secure Financial Transaction Protocol provides a robust modular
and configurable framework It favours as much as possible the logic of permission by the IT code
through Smart Contracts in order to maximize transparency for all parties involved
The Secure Financial Transaction Protocol is designed to maximize interoperability between the
various network participants In general these participants can be divided into four categories
bull The Issuer (WPO) an entity that creates and sells GreenTokens
bull Subscribers entities that have successfully passed KYC identification and AML-CFT
compliance checks and are authorised to purchase GreenTokens
bull White lists (LEMON WAY) are trusted entities that provide LCB-CFT Compliance Identification
and Verification services to network participants
bull
funds collected without directly taking possession of them They can provide services such as
holding funds in escrow or custody of tokens or facilitate the secondary transfer of
GreenTokens
The Secure Financial Transaction Protocol was designed with two central concepts in mind
identification and permission Each subscriber has their identity verified by a White list registration
agent (LEMON WAY) and a unique identity footprint is associated with their portfolio address (see
below Figure 34) Based on this identity information the Issuer and Depositories apply a set of rules
in accordance with the provisions of this Information Document which determines how the
subscriber can interact with them
The Issuer White Lists and Depositories each have their own Smart Contract that defines how they
interact with each other These contracts allow different entities to provide each other with
information within the ecosystem
The security tokens of the Secure Financial Transaction Protocol are based on the ERC20 standard
The tokens are transferred via the transfer and transferFrom methods but the transfer will only
succeed if it passes a series of Blockchain authorisation controls A checkTransfer call returns true if
the transfer is possible (See Figure 36)
The basic configuration includes the identification of the subscriber the monitoring of the number
and limits of subscribers as well as restrictions on the countries and status of each accredited
subscriber The implementation of other modules allows for the addition of a variety of additional
features to meet the specifications set out in this Information Document
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Figure 36 - GreenToken issuance process
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2 Parameters of the automated computer programme
and objective of the functions
The following public link presents the system architecture httpsgitlabcomequisafenyx
The Distributed Ledger Technology (DLT) developed by EQUISAFE is operational and has already
operated on several digital financial transactions for amounts in euros above the Target Amount
(Target) of this offering19
3 Security and Compliance Audits
An audit (and if necessary a security counter-audit)20 of the Distributed Ledger Technology (DLT)
developed by EQUISAFE and an audit (and if necessary counter-audit) of compliance of the
GreenToken subscription and issue process with this Information Document will be carried out by
the opening of the Public Token Offering
Certificates certifying that the comments and recommendations made during these audits are taken
into account will be published on the websites of EQUISAFE and WPO no later than the day of the
opening of the Public Token Offering
The GreenTokens will only be issued once the threshold target (Achievement of the Minimum
Amount (Soft-cap)) has been achieved and after the closing of the Public Token Offering
19 See for example the MEDIA section of the website wwwequisafeio 20 To this end EQUISAFE has commissioned DIGITAL SECURITY SAS (SIREN 810570515 RCS Paris) 50 avenue Daumesnil (wwwdigitalsecurityfr) and the audit is scheduled for March 2020
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PART 7 - CUSTODY AND RESTITUTION OF FUNDS AND
DIGITAL ASSETS
1 Monitoring and safeguarding of funds and digital
assets collected
11 Methods for collecting and managing the funds and Digital
Assets collected as referred to in article 712-6 of the AMF General
Regulation
Subscription in legal tender Currencies See Section Subscription to GreenTokens
See also Figure 39 Process of collecting and sequestration of funds in euros
Subscription in Digital Assets See Section Subscription to GreenTokens
See also Figure 40 Process for collecting and sequestration of Digital Assets
Custody of subscriptions made in legal tender Currencies As long as the cumulative amount of the funds in euros collected on LEMON WAY holding accounts
are less than the Minimum Amount (Soft-cap) the funds collected are held in these accounts
When this amount reaches or exceeds the Minimum Amount (Soft-cap) the funds collected are
h its
authorisations available on the website REGAFI (see Section Euro (EUR) Escrow Account below)
Funds held in escrow remain frozen in accordance with the provisions of this Information Document
and in particular the Section End of subscription period and restitution below
Custody of subscriptions made in Digital Assets Each day and if the equivalent amount observed on one of the public holding addresses at
COINHOUSE reaches or exceeds one thousand (1000) euros (calculated according to the method set
out in Section Exchange Rate) the Digital Assets collected are transferred to the escrow account of
the Depository COINHOUSE CUSTODY SERVICES under Ledger Vault technology (see Section
Bitcoin (BTC) Public Holding Address and Section Ether (ETH) Public Holding Address below)
Practically EQUISAFE reconciles the origin and quantity of the Digital Assets effectively received at
these public holding addresses with the identification information and the White list established by
LEMON WAY EQUISAFE then establishes the release(s) of the authorised transfers to either of the
escrow accounts (BTC or ETH) which is executed by COINHOUSE upon receipt The orphan Digital
Assets are either returned to their original -CFT
Procedure
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This release is a digital file sent daily by EQUISAFE to COINHOUSE This file contains the last name
first name and date of birth of the subscriber the amount effectively received and indicates the status
(White list or not) of this subscription and the confirmed address for any refund
business day
The funds deposited in the escrow account remain frozen in accordance with the provisions of this
Information Document and in particular the Section End of subscription period and restitution below
WPO which holds public holding or escrow addresses positioned in the COINHOUSE environment
never possesses any of the associated private keys
12 End of subscription period and restitution
The release of the escrow accounts is subject to the certification by the Statutory Auditor of the
Amount Effectively Collected
If the Certified Amount is less than the Minimum Amount (Soft-cap Condition of non-achievement
of the Minimum Amount (Soft-cap) then the repayment procedure is followed
If the Certified Amount is greater than the Maximum Amount (Hard-cap) the Condition of exceeding
the Maximum Amount (Hard-cap) is met and the procedure for refunding the excess is followed
As soon as the Soft-cap is reached and after the closing of the Public Token Offering (or in advance
thereof in the event of the Hard-cap being exceeded) the funds and Digital Assets collected are
transfered to WPO by release of the escrow accounts according to the following sequence
Release procedure of the escrow account of the Digital Assets a
Effectively Collected the Depository COINHOUSE will open the Ledger Vault
according to the agreed multi-authorisation procedure and then retrieve the Digital
Assets collected
b Upon presentation of a WPO conversion order the Depository COINHOUSE will
convert all or part of the Digital Assets collected into euros (See Section Foreign
or foreign currencies) and then transfer the amount converted into euros from its
bank account (see Section COINHOUSE current account (EUR)) to the Escrow
c The Depository COINHOUSE will transfer the unconverted collected Digital Assets to
the WPO safekeeping and holding account at COINHOUSE
Procedure for releasing the euro escrow account Upon presentation of the Statutory Auditors certificate attesting to the Amount Effectively Collected
and where applicable after receipt of the Digital Assets converted into euros transferred by the
Depository COINHOUSE funds to the WPO bank
account (see Section WPO current account (EUR))
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13 Identification of holding accounts and escrow accounts to hold
collected funds and Digital Assets
Euro (EUR) Escrow Account The Depository FINAN
below
CIC CREacuteDIT INDUSTRIEL ET COMMERCIAL
IBAN FR76 3006 6107 4100 0208 0642 501
BIC CMCIFRPP
Bitcoin (BTC) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
Ether (ETH) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
COINHOUSE current account (EUR) In the event of conversion of all or part of the Digital Assets collected the Depository COINHOUSE will
transfer the amount converted into euros to the bank account below
FIDOR BANK
IBAN DE82 7002 2200 0020 299 800
BIC FDDODEMMXXXX
WPO current account (EUR) At the end of the uro funds will be paid is as follows
CREDIT COOPERATIF
IBAN FR76 4255 9100 0008 0107 2529 312
BIC CCOPFRPPXXX
14
convert Digital Assets to euros or foreign currencies
The Cryptocurrencies collected during the Public Token Offering will be converted into euros only
after the Public Offering has been completed
21 According to Engagement Letter reference COINHOUSE-20191014 signed on 14092019
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nge rate
applicable to the conversion of at least 80 of that recorded by the bailiff at the end of the Public
Token Offering If when the order is made the difference is greater than 20 the conversion will be
adjourned
By way of exception WPO intends to convert the Digital Assets as soon as possible to have a total
amount collected in euros at least equal to the value of the Minimum Amount (Soft-cap) or
depending on the currency effects as near to this value as possible
Subsequently if all of the Digital Assets collected have not already been converted WPO intends to
convert them cautiously for the purposes of the GreenToken Project in accordance with the
exchange risk management principle set out above
15 WPOs commitment to maintain or implement a monitoring
and safeguard mechanism for the funds and the Digital Assets
collected
The Digital Assets collected during the Public Token Offering and ultimately transferred to WPO
automatically are in part or in full converted into euros (see Section above)
Any balance of the Digital Assets shall be kept at COINHOUSE in accordance with the engagement
letter in place22 (or where applicable at any other custody provider of Digital Assets on behalf of third
parties (DASP) registered by the AMF
2 Refunding of Subscribers
21 Condition of non-achievement of the Minimum Amount (Soft-
cap)
At the closing of the Public Token Offering as shown in the Time frame of the Public Token Offering
the Statutory Auditor certifies the Amount Effectively Collected in euros and the WPO Directorate
records the result of the offering If the condition of non-achievement of the Minimum Amount (Soft-
cap) has been met WPO will return the funds and the Digital Assets collected within sixty (60)
working days from the date of the Statutory Auditors certificate
22 Condition of exceeding the Maximum Amount (Hard-cap)
Each day during the period open for subscriptions at 6pm (Paris time) WPO calculates the interim
value of the Amount Effectively Collected in euros If according to this calculation the Maximum
Amount (Hard-cap) has been exceeded the subscription function on wwwwpoeu will be
immediately suspended by WPO
22 See Note 21 on previous page
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Having anticipated this overrun WPO will then note as quickly as possible as recorded by a bailiff
the exchange ratios of the Digital Assets collected in euros on the Digital Asset exchange platform
chosen for reference23
WPO then notes as recorded by a bailiff the amount of the legal tender currencies and the amount
of the Digital Assets collected and effectively received on the Custodians escrow accounts until the
fifth business day (inclusive) after the day on which the subscription function was suspended
the WPO Directorate records the result of the offering As soon as the condition for exceeding the
Hard-cap is met WPO returns the excess funds and Digital Assets collected within sixty (60) working
days of the date of the Statutory Auditors certificate The excess subscriptions are then repaid in the
order of the last subscriptions effectively received by the Custodians until the value of the Hard-cap
is reached
23 Procedure for refunding the subscribers
This procedure is the same in the event that the condition of non-achievement of the Minimum
Amount (Soft-cap) is met or the condition of exceeding the Maximum Amount (Hard-cap) is met
Case of a subscription in a legal tender currency Throughout the subscription period a subscribers register will be kept by the manager of the
EQUISAFE subscription platform and a payment register will be kept by the LEMON WAY payment
institution which will be reconciled with the statement of the escrow account of the Depository
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends the order of repayments accompanied by the
opinions of the Investment Advisory Committee and the Statutory Auditor to LEMON WAY
who executes it
5- Execution Lemon WAY returns the net euros received from its holding accounts to each
subscriber according to the payment method used on subscription
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber shall
bear all applicable fees and commissions if any by his bank foreign exchange agent etc
23 See Section Exchange Rate
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Case of a subscription in Digital Assets Throughout the subscription period a subscriber register shall be kept by the manager of the
EQUISAFE subscription platform and a register of transfers of Digital Assets received shall be kept by
the Depository COINHOUSE
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends in writing the order of repayments accompanied
by the opinions of the Investment Advisory Committee and the Statutory Auditor to
COINHOUSE who executes it
5- Execution COINHOUSE sends the Net Digital Assets received on its escrow accounts to each
public address recorded at the time of the Registration
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber bears
all applicable fees and commissions if any by its own custody or broking providers etc
24 Foreign exchange risk management at the time of refund
The risk of a change in the exchange ratio of legal tender currencies (other than the Euro) or of Digital
Assets and euros between subscription and redemption is borne by the refunded subscriber
25 Management of risk of incorrect or incomplete address during a
refund
If the information provided for repayment at the time of registration is incorrect or incomplete the
risk of non-repayment is borne by the subscriber However WPO will use its best endeavours (duty
of best endeavours) to correct or complete the address for a reasonable period of two (2) months
following the date of methodological certification of the list of refunds by the Statutory Auditor
26 Address risk management via Digital Asset exchange platform
Repayment is made only to the address used for sending the Subscribers Digital Assets If this
address is the address linked to a Digital Asset exchange platform the refund could be lost and WPO
cannot be held liable Subscribers must take care of organising this themselves in advance with their
provider(s)
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PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS
ANTI-MONEY LAUNDERING AND COMBATING THE
FINANCING OF TERRORISM AND SECURITY
1 Knowledge of subscribers and AML-CFT
Pursuant to article L561-2 7deg ter of the CMF WPO is liable to as an issuer in connection with the
Public Token Offering conduct identification and vigilance measures according to anti-money
laundering and combating financing terrorism regulations (AML-CFT)
In this regard WPO has put in place its AML-CFT Procedure consisting of
bull A system for collecting data regarding identification identity verification and knowledge of
GreenToken subscribers
bull A mechanism for assessing the risk of money laundering and terrorist financing
In this context WPO has outsourced on the basis of article R561-38-2 of the CMF the due diligence
measures to be implemented in connection with the subscription of GreenTokens
In accordance with article L 561-32 I paragraph 4 of the CMF the Money Laundering Reporting Officer
(MLRO) designated for the Public Token Offering holds a high hierarchical position within WPO and
has sufficient knowledge of risk exposure It has also implemented controls over WPO
providers
In this case the MLRO is
hervegagnairewpoeu)
11 Identification and verification of identity
The process of identifying subscribers (KYC and KYB) and the origin of the funds will be carried out
by LEMON WAY at the time of registration (see Figure )
KYC and KYB Process The steps to be followed and the documents to be provided are detailed in the Section Creation of
the User Account
In particular two proofs of identity (with no minimum subscription threshold condition) will be
required and subscribers will be required to sign the request to create the User Account by Advanced
Electronic Signature (see Section Advanced Electronic Signature)
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Acceptance The type of subscribers that do not meet the internal procedures of the Payment Service Provider
LEMON WAY will not be accepted at the payment stage of the subscription platform
subscription presented for collection that is not in compliance particularly with regard to the
completeness of the information provided or with regard to their own AML-CFT provisions (See Figure
39 and Figure 40)
The WPO Directorate will question all third-party providers involved in the subscription process to
ensure compliance with applicable regulations and procedures
12 Risk Classification
The assessment of the level of risk may result from the analysis of the subscriber and the risk approach
in certain cases or from a legal or regulatory presumption (types of legal persons activities or
distribution channels listed by the texts as posing a low risk of money laundering)
RISK EXPLANATION
LOW
Equivalent to the lowest AML-CFT risk It can be shown by the ease by which subscribers are monitored by procedures that are not complex or that generate low flows by simple means by which GreenTokens are acquired (payment in a legal tender currency ) and for low volume (less than 1000 euros) The management of related risks is easy and a simplified due diligence system can be sufficient to manage AML-CFT risks
MODERATE Equivalent to a standard andor average AML-CFT risk corresponding to situations of preferred AML-CFT risk vectors
HIGH A high AML-CFT risk is associated with situations identified as preferred AML-CFT risk vectors
13 Risk assessment criteria
In summary -CFT Procedure provides that
bull the Public Token Offering is aimed at natural and legal persons in France without distinction
bull requests for subscriptionacquisition of GreenTokens from abroad (country of
residenceconstitution) are accepted unless they come from High Risk Jurisdictions China
or the United States of America
bull individuals considered at risk are Politically Exposed Persons (PEP) and those whose
professionactivity is related to real estate telecommunications games associative sector
and arts
The risk criteria categories that will be taken into account in determining the level of vigilance to be
applied are the place of residence professional activity currency of subscription amount invested
an abnormal transaction andor behaviour etc
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Depending on the level of vigilance required the following due diligence will be applied
Figure 37 - AMLCFT Risk Assessment Criteria
VIGILANCE DUE DILIGENCE
SIMPLE Identification (collection of identification documents)
COMPLEMENTARY
Above diligence and
- verification of the activity - advanced identity verification
o Advanced electronic signature o Verification of sanctions lists
- if applicable validation by MLRO
REINFORCED
Above diligence and
- request on the origin of the funds - validation by MLRO - specific PEP due diligence
The following cases will imply a refusal to subscribe
bull Presentation of incomplete illegible or falsified documents
bull Use of an unjustified third-party account
bull Origin of funds in a High Risk Jurisdiction
bull Subscribers using anonymity
bull Subscribers subject to asset freeze
bull Subscribers on certain sanctions lists
Finally further restrictions on the Public Token Offering are set out in the Section Restrictions on the
Public Token Offering in the following section
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Figure 38 KYC Identification and AML-CFT compliance process
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Figure 39 Process of collecting and sequestration of funds in euros
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Figure 40 Process for collecting and sequestration of Digital Assets
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2 Cybersecurity and detection systems for technical
malfunctions
In 2015 WPO set up an IT Systems business unit With eight full-time employees today the team
Since 2018 WPO has taken out a fraud and cybercrime insurance policy with the insurer CNA
covering its data and third-party data including Production Data transiting or storage on its
Information Systems24
business unit25 carried out a security audit by XMCO concerning
an Penetration Test on its Internet-exposed information systems A follow-up audit to check that the
security recommendations had been implemented was conducted in January 2020
WPO has committed to the implementation of an ISO-27001 certification-backed Information
Security Management System with a certification start-up objective in 2020 The scope envisaged will
include the collection of Production Data from wind and solar production sites supervised by WPO
LT)
With regard to the implementation of the Public Token Offering WPO has chosen quality partners
(see Section GreenToken Project Team) operating according to current best practices in the market
bull The subscription processes for the Public Token Offering are entrusted to the care of
establishments or agents approved by the ACPR andor registered with the AMF namely
EQUISAFE LEMON WAY COINHOUSE COINHOUSE CUSTODY SERVICES FINANCIERE
DUZES and CREDIT COOPERATIF Our service providers meet or exceed the safety criteria
required by the regulations
bull The Listing of the Token will be entrusted to the care of SAVITAR which will soon apply for it
to be registered with the AMF SAVITAR is already following current best safety practices in a
highly changing technological context
WPO will conduct Penetration Tests on the Distributed Ledger Technology (DLT) of GreenTokens and
GoCert Consortium Audits are planned prior to the opening of the Tokens Public Offering and follow-
up audits before the issuance of the first tokens and the first certificates respectively
Thereafter annual follow-up audits will also be carried out The audit reports will be shared with the
Investment Advisory Committee
24 Policy reference 10200913 with CNA Insurance Company (Europe) SA dated 01012018 25 XMCO SAS (SIREN 430 137 711 RCS Paris) is certified QSA and is approved to perform PCI DSS compliance and certification audits The company is in the process of being qualified by the ANSSI under the PRIS (Source) rules
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PART 9 - APPLICABLE LAW RESTRICTIONS AND
JURISDICTION
1 Applicable law
This Information Document and any contractual relationship arising from the goods and services sold
clause
2 Restrictions on the Public Token Offering
The GreenTokens have not been and will not be registered in any jurisdiction and the Information
Document has only been the subject of a visa application in France with the AMF and in no other
jurisdiction
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America In this regard WPO has not taken
any action to allow the Offering of GreenTokens to the Public or the distribution of the Information
Document in a jurisdiction other than France Accordingly whether directly or indirectly
GreenTokens will not be offered or sold and the Information Document and any other document
relating to the Public Token Offering may not be distributed or published in any other jurisdiction
that requires WPO andor GreenTokens any authorisation approval or other authority
In particular but not limited to with regard to US law and subject to certain exceptions
GreenTokens may not be offered or sold in the United States of America or to or on behalf of US
US persons of the US Securities Act
S Regulations
Accordingly the Public Token Offering is not carried out in ANY JURISDICTION requiring
Authorisation for WPO GreenTokens or for the Information Document
Finally WPO will not accept any subscription from the 23 High Risk Jurisdictions listed by the
European Commission under the 5th AML-CFT Directive
3 Competent courts in the event of a dispute
operating period as a business or during its liquidation between
WPO and the GreenToken subscribers or between the subscribers themselves regarding the rights
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4 Tax regime applicable to the holding of GreenTokens
in France for French subscribers
41 Value Added Tax (VAT)
WPO filed an advance ruling request on 27 June 2018 This request received a response on 26
December 2018 from the Directorate-General for Public Finance (DLF)
From this letter it follows that the initial sale of GreenTokens does not result in VAT being due
However when the GreenTokens purchased are used by their beneficiaries to obtain a single property
or service from WPO the transaction will be subject to VAT in accordance with Article 256 of the
General Tax Code under the conditions of ordinary law The tax shall then become payable under the
conditions applicable to the underlying transaction subject to the rules of territoriality of the tax
42 Taxes on income or profits (French tax residents)
The rules set out below concern the tax treatment in the event of success of the Public Token
Offering
Natural person subscriber
Subscriber engaged in the purchasesale of Digital Assets on an occasional basis
Pursuant to Article 150 VH bis of the French General Tax Code and the administrative doctrine each
tax household is subject to income tax in respect of transfers for consideration of Digital Assets carried
out during a tax year by the members of the tax household
The transfer must have for consideration a price expressed in legal tender currency property or
service Exchanges of Digital Assets without payment of a cash balance are subject to a deferment of
taxation
In respect of each transfer transaction the gain or loss is equal to the difference between on the one
hand the sale price and on the other hand the product of the total purchase price of the entire
portfolio of Digital Assets of the members of the tax household and the quotient of the price of the
assets sold over the aggregate value of the Digital Assets held by the members of the tax household
on the date of the transfer
The purchase price is therefore determined in the form of a fraction of the total purchase price of the
portfolio of the members of the tax household corresponding to the sole assets sold This total
purchase price must be reduced by the fractions of cost prices used when determining the capital
gains or losses of previous transfers
For more details on these calculation methods see administrative doctrine
A gains are offset against the losses of the same year at the tax household level and in the
event of a net gain the tax is 30 of the gain (128 in respect of income tax and 172 in respect of
social security contributions plus where applicable the exceptional tax on high income) The net loss
is neither chargeable to capital gains of any other type nor chargeable on the net gains from the sale
of Digital Assets in the following years
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Furthermore transfers made by the tax household whose total price does not exceed an annual
threshold of 305 in a year are exempt
It is also necessary to ensure compliance with all reporting obligations prescribed by law and in
particular the obligation to declare at the same time as the tax return references to the Digital Asset
accounts opened held used or closed abroad
Subscriber engaged in the purchasesale of Digital Assets on a regular basis
Natural persons who carry out transactions in the sale of Digital Assets on a regular basis are subject
to the rules governing the taxation of professional profits According to the administration the normal
or occasional performance criteria of the activity result from the examination on a case-by-case basis
of the factual circumstances in which the purchase and resale transactions are carried out the
deadlines separating the dates of purchase and resale the number of digital assets sold the
conditions of their acquisition etc
For a company subscriber liable for corporation tax
From an accounting perspective
Regulation No 2018-07 of 10 December 2018 of the Accounting Standards Authority (ANC) provides
that where a company owns by subscription or acquisition tokens that do not have the
characteristics of financial securities financial contracts or cash orders for the purpose of using the
services or associated assets and that are expected to be used beyond the current financial year
these tokens constitute intangible depreciated and impaired fixed assets
Where a company owns by subscription or acquisition tokens that do not have the characteristics of
financial securities financial contracts or cash orders without the intention of using the associated
services or the delivery of the related assets these tokens are recorded in the account number 5202
counterpart to transitional accounts under assets on the balance sheet in the event of an unrealised
loss and under liabilities on the balance sheet in the event of an unrealised gain In the event of an
unrealised loss a provision for risk is made
Tokens recognised as intangible assets of an unspecified period of use may be transferred on a final
basis into tokens held when the expected use of the associated services or goods no longer exists
The transfer is recognised for its net book value No tokens held may be transferred to fixed assets
(account 5202)
The capital gains and losses on disposal of the tokens held are calculated using the first in - first out
method (FIFO) or where applicable the weighted average cost of acquisition (WAC) and are
recorded as the case ma or in
Net expenses on disposals of tokens
From a tax perspective
In the absence of a derogation provided for in the tax texts the tax treatment in respect of income
tax should follow the accounting treatment If the token is sold the treatment of the gain or loss
should follow the ordinary tax treatment
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PART 10 - DECLARATION
I certify after taking all reasonable measures for this purpose that the information contained in the
Information Document is to the best of my knowledge in conformity with the reality and does not
contain any omission likely to alter the scope thereof
In Paris on 12 Mai 2020
Bartheacuteleacutemy Rouer
Chairman
WPO SAS
Duncan Levie
Managing Director
WPO SAS
Alexandre BERTRAND
Managing Director
WPO SAS]
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PART 11 - GLOSSARY
2FA Means Double-Factor Authentication Method by which a
user can access a computer resource (a computer a smart
phone or a website) after having submitted two separate
proofs of identity to an authentication mechanism In this
case WPO will use Microsoft Authenticator
ACPR The Prudential Supervision and Resolution Authority is an
institution within Banque de France responsible for the
supervision of the activity of banks and insurance
companies in France
Advanced Electronic Signature Means an electronic signature which meets the
requirements of Article 26 of the European eIDAS
Regulation of 1 July 2016 ie (a) is unequivocally linked to the
signatory (b) identifies the signatory (c) has been created
using electronic signature creation data that the signatory
may with a high level of confidence use under his sole
control and (d) is linked to the data associated with that
signature so that any subsequent modification of the data
is detectable
AIB - Association of Issuing Bodies Means the pan-European body responsible for the
promotion of the European Energy Certification System
-registration of certificates
AMF Means the Autoriteacute des Marcheacutes Financiers which is a
French financial institution and an independent
administrative authority whose mission is to ensure the
protection of savings invested in financial instruments
investor information and the proper functioning of financial
instruments markets
AML-CFT Means all the legal and regulatory provisions of Anti-Money
Laundering and Combating the Financing of Terrorism
including Directive (EU) 2015849 of the European
Parliament and of the Council of 20 May 2015 on the
prevention of the use of the financial system for the purpose
of money laundering or terrorist financing as amended
by Directive (EU) 2018843 of the European Parliament
and of the Council of 30 May 2018 (the 5th AML-
CFT Directive) Order No 2016-1635 of 1 December 2016
reinforcing the French system of Anti-Money Laundering
and Combating the Financing of Terrorism Decree No 2018-
284 of 18 April 2018 reinforcing the French system of Anti-
Money Laundering and Combating the Financing of
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Terrorism and Order No 2020-115 of 12 February 2020 and
Decrees No 2020-118 and 2020-119 of 12 February 2020
transposing the 5th AML-CFT directive
AML-CFT procedure Procedure established by WPO and implemented by WPO
and its service providers as part of the AML-CFT due
diligence provided for in the Information Document
Amount Effectively Collected Means the sum expressed in euros of the amounts
collected in legal tender currency and the amounts
collected in Digital Assets during the subscription period for
the Public Token Offering as defined in the Section Amount
Effectively Collected
ANC Means the Autoriteacute des Normes Comptables the main
accounting standardization body in France since 1 January
2010
ANSSI Means the Autoriteacute Nationale de la Seacutecuriteacute des Systegravemes
Information which is a French Department with national
competence in charge of IT security
Artificial Intelligence Refers to all the theories and techniques used to create
machines capable of simulating intelligence It comprises
methods of solving problems with high logical or
algorithmic complexity
Big Data Means sets of data that become so large that they exceed
the intuition and human analytical capabilities and even
those of traditional database management or information
tools
Bitcoin Means a Cryptocurrency whose code is BTC
Blockchain See Distributed Ledger Technology (DLT)
Brexit Refers to the proposed exit of the United Kingdom from the
European Union initiated following the UK referendum of
23 June 2016
Certificate Markets Means the various regulated markets of energy certificates
(eg Guarantees of Origin energy savings certificates
erasure certificates capacity certificates etc) or private
initiative labels which can be traded on a continental
national or regional basis
CMF Means the French Monetary and Financial Code
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Contract Means an agreement for the subscription or purchase of
GreenTokens from WPO
Cryptocurrency Means Digital Assets falling within the scope of the
qualification of digital representation of a value that is not
issued or guaranteed by a central bank or a public authority
which is not necessarily attached to a currency having legal
force and which does not have the legal status of a currency
but which is accepted by natural or legal persons as a
means of exchange and which may be transferred stored
or exchanged electronically within the meaning of article
L54-10-1 2deg of the CMF
DAG Refers to Blockchain technologies using oriented acyclic
platforms where the need is high-speed or connected
DASP Means a Digital Assets Service Provider whose status and
activity are regulated by the PACTE Law and Decree No
2019-1213 of 21 November 2019
Data Lake Means a method of storing data used by Big Data This data
is kept in their original formats or undergo very little
processing
DepositoriesCustodians Refers to FINANCIERE DUZES andor COINHOUSE in their
capacity to receive the funds andor Cryptocurrencies
subscribed to the Public Token Offering on escrow
accounts
Digital Assets Means the intangible assets in digital form referred to in
article L54-10-1 1deg and 2deg of the CMF
Distributed Ledger Technology
(DLT)
IT system enabling the creation registration and transfer of
Digital Assets within the meaning of article L54-10-1 of the
CMF also referred to as Blockchain or Distributed Ledger
or DLT and whose acronym in French is DEEP (Dispositif
Electronique ageacute)
DLF Department of Tax Law of the French Ministry of Economy
and Finance (MINEFI)
EBITDA Means earnings before interest tax depreciation and
amortization
Ecological Transition Means changing towards a new economic and social
model a sustainable development model and changing
ways of consuming working and producing to address the
following environmental issues climate change
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accelerated loss of biodiversity increased environmental
health risks and scarcity of resources
End to End A solut
offers all the software and hardware components required
to meet the needs of a customer
Energy Transition Means a profound structural change in how energy is
produced and consumed It is one of the components of the
Ecological Transition It results from technical
developments prices and the availability of energy
resources but also from a political will of governments and
populations businesses etc that want to reduce the
negative impacts of this sector on the environment Various
government institutions and NGOs have offered different
definitions and energy transition scenarios The scenarios
envisaged often consist of moving from the current energy
system based on the use of non-renewable resources to an
energy mix based primarily on renewable resources This
involves alternatives to fossil fuels limited and non-
renewable resources (human time scales) In Western
Europe the majority of scenarios also plan to gradually
reduce the use of fissile fuels (radioactive materials such as
uranium and plutonium) and replace them with renewable
energy sources for almost all human activities (transport
industry lighting heating etc)
ERC20
Ethereum network
Ether Means a Cryptocurrency whose code is ETH
Ethereum Means a Distributed Ledger Technology (DLT) support
network of Ether
Euro Means the currency of the economic and monetary union
whose code (ISO 4217) is EUR
Exchange Rate Means the conversion rates to the Euro applicable to
currencies or Digital Assets collected on the Public Token
Offering as defined in the Section Exchange Rate
Exchange Value Means the price of the GreenToken exchanged between
participants on a Digital Asset exchange platform It will be
determined at the level where supply meets demand The
Exchange Value is the average of transaction prices over a
period or number of representative transactions at a given
time
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Executive Committee (ExCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the functional
directors of WPO
FIFO Means First in - First out
Gas Means for each transaction executed on a Distributed
Ledger Technology (DLT) its cost which is expressed in a
number of Gas units Each transaction that a Smart
Contract contains has a defined Gas value
GDPR Means European Regulation No 2016679 known as the
General Data Protection Regulation which constitutes the
reference text for the protection of personal data It
strengthens and unifies data protection for individuals
within the European Union Its provisions are directly
applicable throughout the 28 Member States of the
European Union as from 25 May 2018 The main objectives
of the GDPR are to increase both the protection of
concerned data subjects by processing their
personal data and the accountability of data controllers
General Terms and Conditions of
Use (or GCU)
Refers to the conditions of use of GreenTokens The General
Terms and Conditions of Use constitutes a Contract
Gigabyte Measuring unit (unit symbol GB) equivalent to 1024
megabytes (MB) or 230 bytes (1073741824 bytes) of
memory space of a computer or optical or magnetic disk
Gigawatt Gigawatt (symbol GW) is a power unit that designates one
thousand Megawatts
Gigawatt hour Gigawatt hour (symbol GWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a Gigawatt ie a thousand megawatt hours
GoCert Means the private production certificate issued by WPO for
one megawatt hour produced from renewable energy
sources
GoCert Consortium Means the consortium Distributed Ledger Technology
(DLT) a private partially decentralized and shared
-
to jointly manage the business processes of GoCert
certificates where each partner has a network node in its
infrastructure and a sufficient number of nodes must
validate the transactions so that a block is added to the
chain In the case of the WPO Project the GoCert
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Consortium participants will be in the number of thirty
composed of the Certificate Markets participants (eg
national registry managers) andor any other entity co-
opted by the participant community acting in the capacity
of the GoCert Consortium authority in other words its
directors at the same time as WPO Participants will be paid
in GreenTokens
GreenToken Means the Utility Token issued by WPO whose code is GTK
GreenToken Network Means the network of partners of the professional
ecosystem of Renewable Energy who will also accept the
GreenToken as a means of accessing and exchanging their
own goods and services
Guarantees of Origin Means a monitoring tool defined in Article 15 of the
European Directive 200928EC of April 2009 (RED I) A
Guarantee of Origin identifies electricity produced from
renewable sources to inform end users of the source of their
energy In particular a Guarantee of Origin is a green
electronic or follow-up document that guarantees that a
megawatt hour of electricity has been produced from
renewable energy sources Guarantees of Origin are traded
Guarantees of Origin are standardized by the European
EECS
of Intergovernmental Bodies (AIB)
Hard-cap Means the maximum amount to be collected during the
million
High-Risk Jurisdiction List of third countries identified by the European
Commission under the 5th AML-CFT Directive which WPO
will not accept (1) Afghanistan (2) American Samoa (3)
Bahamas (4) Botswana (5) North Korea (6) Ethiopia (7)
Ghana (8) Guam (9) Iran (10) Iraq (10) Libya (12) Nigeria (13)
Pakistan (14) Panama (15) Puerto Rico (16) Samoa (17) Saudi
Arabia (18) Sri Lanka (19) Syria (20) Trinidad amp Tobago (21)
Tunisia (22) US Virgin Islands (23) Yemen
HSEQ Means the areas of expertise activities or professional
regulations controlling aspects of professional risks within
the company in order to lead to an integrated management
system relating to Hygiene Safety Environment and
Quality As such the HSEQ officer is responsible for ensuring
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the safety of staff training in prevention compliance and
reliability of facilities in the company
Identified Person Means WPO SAS its affiliates their officers employees
agents subcontractors data controllers service providers
and respective advisers
Information Document Means this document entitled Blockchain Technology
Servicing the Energy Transition and Renewable Energy
drafted and published by WPO prepared in accordance
with article 712-2 of the AMF General Regulation and AMF
Instruction DOC-2019-06 presenting the WPO GreenToken
Project and associated risk factors
Information Systems Means the various information systems of WPO hardware
and software necessary for End-to-End traceability of the
Production Data from the sites where the wind and solar
farms are installed and for their monetisation using
Distributed Ledger Technologies
Investment Advisory Committee Created in 2019 the WPO Advisory Investment Advisory
Committee also called the GreenToken Advisory Board is
responsible for steering the governance of the GreenToken
Project
IoT (Internet of Things) Means the Internet of connected objects which is the
interconnection between the Internet and objects places
and physical environments The name refers to an
increasing number of objects connected to the Internet
allowing communication between our so-called physical
property and their digital existences
ISP Means investment services providers investment firms and
credit institutions that have been authorised to provide
advice the approval is
issued by the ACPR which maintains the list of approved
service providers
KYB (Know Your Business) Means the identification process to know the client (legal
person) before starting a business relationship included in
the AML-CFT controls For WPO this is an approach to verify
the identity of its clients and assess the potential risks of
concealment or fraud before authorizing the business
relationship
KYC (Know Your Customer) Means the identification process to know the client
(individual) before starting a business relationship included
in the AML-CFT controls For WPO this is an approach to
verify the identity of its client and assess the potential risks
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of concealment or fraud before authorizing the business
relationship
Ledger Vault Commercial solution for the custody and management of
multiple-authorised Cryptocurrency portfolios developed
by Ledger SAS
Lock-up In general refers to a lock-up period of funds In this case
means the period beginning on the Token Listing Date
during which an owner undertakes not to transfer its
GreenTokens
Machine Learning algorithms Machine learning (or statistical learning) is a field of study of
Artificial Intelligence which is based on mathematical and
statistical approaches to give computers the ability to
learn from data ie to improve their performance to solve
tasks without being explicitly programmed for each
Management Committee Provided for by WPO articles of association established in
2008 the Management Committee contributes to the
composed of the
Executive Committee and the Operating Committee
Market Share Means the ratio between the capacity (in Megawatts)
supervised by WPO and the capacity installed in a country
expressed as a percentage
Megawatt hour Megawatt hour (symbol MWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by one megawatt
Minimal Viable Consortium See Minimal Viable Product
Minimum Subscription Threshold Means the minimum amount (in euros) below which it is
not possible to purchase GreenTokens in the Public Token
Offering The Minimum Subscription Threshold is set at 100
euros
Minimum Viable Product Means a rapid product or feature development strategy In
the case of the Project the Minimum Viable Product takes
it
must have all the characteristics of the finished consortium
which are not only achieved in their entirety (Feasibility
Design UX Functionality) We speak in English of Minimum
Viable
Multi-authorisation procedure Procedure established and implemented by the Depository
COINHOUSE as part of the removal of the receiver who
collected the Cryptocurrency during the Public Token
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Offering and detailed in Appendix 2 of the engagement
letter between COINHOUSE and WPO The number of
authorised persons is three an authorised representative of
the WPO Directorate an authorised representative of
COINHOUSE and a third party representative outside WPO
such as the Chairman of the Investment Advisory
Committee
Nominal Value Means the price of the GreenToken sold by WPO to its
traditional clients as part of the Services-For-Data Before
the Token Listing the Nominal Value is equal to one (1) euro
After the Token Listing the Nominal Value is the maximum
between one (1) euro and the Exchange Value
Operational Committee (OpsCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the operational
managers of WPO
Oracle Means a physical component a measuring device that is
part of a computer network transporting information from
the physical world to a Smart Contract It creates the link
between the physical world and a Blockchain that Smart
Contracts browse and allows these contracts not to be
limited to information internal to the Blockchain
Penetration test Means a method of testing the security of an information
system or an IT network generally consisting of analysing
the infrastructure of a computer network in order to
simulate the attack of an ill-intentioned user or even of a
malware
PEP (Political Exposed Persons) Means a person exercising (or having exercised) a high
public service or who is intimately associated with such a
person Because of this function and the influence they may
have there is a high risk that PEPs may be involved in
corruption
POC (Proof of Concept)) Means proof of concept (or proof of feasibility) ie a
concrete and preliminary short or incomplete
experimental achievement illustrating a certain method or
idea in order to demonstrate its feasibility
Power Purchase Agreement Means a contract between an energy producer and an
energy buyer See also Corporate Power Purchase
Agreement (PPA)
Private Token Sale Sale of GreenTokens by WPO to private individuals or
companies who buy them outside the framework of the
Public Token Offering
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Production data Means all raw data relating to the measurement of energy
production by the facility supervised by WPO including
SCADA data and all production data provided by
maintenance companies and all production data provided
by distribution and transmission system operators
Production event Means a measurable event in the form of any data
metadata andor contextual data or time series andor
aggregate thereof occurring during the production of
energy from renewable sources eg a megawatt hour
Project (or GreenToken Project) Means the WPO project consisting of issuing GreenTokens
and GoCert certificates private production certificates to
contribute to creating the conditions of trust in renewable
energies and the Energy Transition and as set out in the
Information Document
PSP Means a Payment Service Provider whose status and
activity are regulated
Public Token Offering Means WPOs financing transaction for the issuance and
sale to the public of GreenTokens as described in the
also
Quantity Means the total fixed and definitive amount of
GreenTokens to be issued by WPO at the end of the Public
Token Offering ie 15 million units
RCS Means the Trade and Companies Register the service kept
by the registry of the Commercial Court which lists all
companies registered in France It compiles data on legal
entities (identification number share capital form and
company name creation date) and on natural persons who
carry on a commercial activity
RE100 Private initiative launched at the United Nations Secretary-
participation of 13 major companies today brings together
more than 200 companies around the world Representing
a total annual electricity consumption of around 220
terawatt hours they committed to supplying 100
renewable electricity by 2050
REGAFI Means the register of financial agents kept by the ACPR-
Bank of France available at wwwregafifr
Registration Means the public registration procedure on the Public
Token Offering on the WPO online subscription platform
and carried out by EQUISAFE in advance of any subscription
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to the GreenTokens This procedure implies in particular
the creation of the User Account
REMIT Means European Regulation No 12272011 on the integrity
and transparency of wholesale energy markets
Repowering Replacement of equipment with new production
equipment of different characteristics
Reserve Means the allocation of GreenTokens held by WPO upon
issuance and intended to satisfy the mandatory demand for
Services-for-Data GreenTokens
Retrofitting Optimization of production equipment by adjustments or
the addition of improved components
Revamping Replacement of part of the components of the production
equipment or replacement of such equipment with the
same
SaaS (Software As a Service) Means a business operating model of software in which the
software is installed on remote servers rather than on the
users machine Clients do not pay a user licence for a
version but freely use the online service or more generally
pay a subscription licence
SCADA Means the system of control and retrieval of data (or
teleprocessing ) installed at wind and solar sites
Services-For-Data Major commercial and contractual innovation
implemented in the summer of 2018 WPO has the right to
traditional services In order to balance the model the
obliged
certified goods and services
Smart Claim Means WPOs commercial and contractual innovation
providing reliable contractual solutions for insurance claims
through Distributed Ledger Technology (DLT) The name
results from the synthesis between Smart Contract and
Claim
Smart Contract Means an IT protocol that facilitates checks and executes
the negotiation or performance of a contract or makes a
contractual clause unnecessary (as attached to the Smart
Contract) Smart Contracts generally have a user interface
and emulate the logic of contractual clauses which can
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therefore be partially or completely self-executed or
executed for validation or both
Smart PPA Means WPOs commercial and contractual innovation
providing reliable contractual solutions for the purchase
and sale of electricity between producers and buyers of
electricity production through the Smart Contracts of its
Distributed Ledger Technology (DLT) The name results
from the synthesis between Smart-Contract and Power
Purchase Agreement
Soft-cap Means the minimum amount to be collected during the
subscription peri
million
Subscription price Means the sale price of the GreenToken set for the Public
Token Offering The subscription price of the GreenToken is
fixed at 095 euros before any additional discount(s)
Target See Target Amount
Target Amount Means the amount WPO wishes to collect during the Public
Token Offering ie
Terawatt hour The terawatt hour (symbol TWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a terawatt ie one million megawatt hours
Tezos Means Cryptocurrency and the underlying computer
protocol (network) whose code is XTZ
Means the date of admission and first listing of the
GreenToken to a Digital Asset exchange platform
Tokenisation Means the evolution of the business model of WPO and its
professional ecosystem consisting of issuing GreenTokens
which the company will accept in exchange for its goods
and services including GoCert certificates
Transfer (n and v) Means the deed of assignment contribution donation
other by which a GreenToken or a GoCert certificate is
transferred to a third party as defined in the General Terms
and Conditions of Use
URSSAF In France organisation comprising of private bodies
responsible for a public service mission falling within the
regime
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User Account Means the personal account of a subscriber as provided for
in the General Terms and Conditions of Use
Utility Token Means any intangible asset representing in digital form
one or more rights that may be issued registered stored or
transferred by means of a Distributed Ledger Technology
(DLT) that allows the direct or indirect identification of the
asset owner referred to in article L54-10-1 1deg of the CMF
Utility Value Means the price of the GreenToken redeemed by WPO
Before the Token Listing the Utility Value is equal to the
Nominal Value After the Token Listing the Utility Value will
be the lower of one (1) euro and the Exchange Value
VAT Means the Value Added Tax applicable in France
Vesting Means the commitment to purchase GreenTokens from
WPO in respect of the Private Token Sale for a single
purchase (these are then referred to as Simple Vesting) or
in periodic purchases (these are then referred to as Multi-
annual Vesting)
White label Means a service or product designed by a company which
other companies rebrand and sell under their own brand In
the case of the GreenToken Project WPO will produce
GoCert certificates that it will provide to the operators of the
Certificate Markets who will distribute them under their
own brand and official designation without reference to the
WPO brand or the name GoCert
WPO Dashboard Means the secure and bespoke application for
teleprocessing and organisation of performance views of
large portfolios of power generation plants from renewable
sources Developed by WPO WPO Dashboard allows for the
real-time monitoring of production technical and financial
performance and changes in the health status of renewable
energy assets
WPO Directorate Means the corporate officers chairman and managing
directors of WPO
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TABLE OF CONTENTS
GENERAL WARNING 2
TABLE OF CONTENTS 3
PART 1 - INFORMATION ON THE TOKEN ISSUER 5
1 About WPO 5
2 GreenToken Project Team 15
3 Interests including conflicts of interest that may affect the Public Token Offering 20
4 Governance of WPO 22
5 Statutory Auditor 23
PART 2 - THE GREENTOKEN PROJECT 25
1 Our Project 25
2 Current business model (2008-19) consultancy 26
3 New business model monetisation of Production Data 26
4 Legal and regulatory aspects specific to WPO or the GreenToken Project 37
5 Deployment Strategy 39
6 Value analysis 42
7 GreenToken Project Decision-Making and Governance Mechanisms 44
8 GreenToken Project Business Plan 47
9 Fees related to the Public Token Offering 52
10 Allocation of funds and Digital Assets collected and use of self-held tokens 53
PART 3 - RIGHTS AND OBLIGATIONS ATTACHED TO GREENTOKENS 57
1 The GreenToken 57
2 Operating costs of the GreenToken 61
3 Previous GreenToken issues 62
4 Rules and conditions for use and operation of GreenTokens 62
5 System on which GreenTokens will be registered 65
6 GreenTokens time frame of use 65
7 66
PART 4 - RISK FACTORS 68
1 Economic risks 68
2 Technological risks 70
3 Risks linked to the Project 71
PART 5 - CHARACTERISTICS OF THE TOKEN OFFERING 74
1 Number of GreenTokens to be issued 74
2 Amounts of the issue 75
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3 GreenToken Subscription Price 76
4 Accepted Currencies and Digital Assets 78
5 Steps prior to the Public Token Offering 78
6 Terms of subscription for GreenTokens 79
7 Time frame of the Public Token Offering 84
8 Information on the period after the Public Token Offering 85
PART 6 - TECHNICAL TERMS AND CONDITIONS FOR THE ISSUE OF GREENTOKENS 86
1 Description 86
2 Parameters of the automated computer programme and objective of the functions 88
3 Security and Compliance Audits 88
PART 7 - CUSTODY AND RESTITUTION OF FUNDS AND DIGITAL ASSETS 89
1 Monitoring and safeguarding of funds and digital assets collected 89
2 Refunding of Subscribers 92
PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS ANTI-MONEY LAUNDERING AND
COMBATING THE FINANCING OF TERRORISM AND SECURITY 95
1 Knowledge of subscribers and AML-CFT 95
2 Cybersecurity and detection systems for technical malfunctions 101
PART 9 - APPLICABLE LAW RESTRICTIONS AND JURISDICTION 102
1 Applicable law 102
2 Restrictions on the Public Token Offering 102
3 Competent courts in the event of a dispute 102
4 Tax regime applicable to the holding of GreenTokens in France for French subscribers 103
PART 10 - DECLARATION 105
PART 11 - GLOSSARY 106
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PART 1 - INFORMATION ON THE TOKEN ISSUER
Public Token Offering 1 comprises the issuance of Digital Assets GreenTokens classified as
Utility Tokens within the meaning of article L 54-10-1 of the Monetary and Financial Code (CMF)
GreenTokens entitle the holder to GoCert certificates private certificates created registered and
transferred through a Distributed Ledger Technology (DLT)
1 About WPO
11 Who we are
Founded 12 years ago WPO is a leading independent European platform for asset management and
specialist services in wind power and solar photovoltaic energy (wwwwpoeu) We offer a full range
of technical administrative commercial and financial as well as insurance and power aggregation
expertise in electricity production from renewable sources
We oversee a capacity of more than five gigawatts and the production of ten terawatt hours per
year of electricity from renewable sources WPO is active in over 600 wind and solar energy sites
located in 12 European countries and overseas territories (the Caribbean Indian Ocean and Pacific
Ocean)
The value of the renewable assets under mandate is nearly seven billion euros and each year the
sale of electricity produced from these renewable energy sources is more than 900 million euros
12 Legal entity
The issuer of the GreenTokens is WPO a simplified company limited by shares with a capital of 31112
euros registered on the Paris Trade and Companies Register under the unique identification number
SIREN 507 735 199 and having its registered office at 22 rue de Palestro 75002 Paris
13 Contact details
Address
WPO SAS
22 rue de Palestro
75002 Paris
France
Website wwwwpoeu
Email welcomewpoeu
1 The terms marked by (or capitalised terms) are defined in PART 11 - GLOSSARY at the end of the document
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14 Shareholder structure
WPO is
bull 85 owned by PAMIR HOLDING SARL itself owned by Bartheacuteleacutemy Rouer (LinkedIn)
bull 1325 owned by DALCO HOLDING SARL itself owned by Duncan Levie (LinkedIn)
bull 175 owned by EVGAN SAS itself owned by Alexandre Bertrand (LinkedIn)
15 WPO subsidiaries
WPO wholly owns (100 ) several subsidiaries
bull Germany WPO DEUTSCHLAND GMBH
bull Ireland WPO IRELAND LTD
bull United Kingdom WPO UK SERVICES LTD
bull Sweden WPO SVERIGE AB
16 Structure of WPO Group
Figure 1 Structure of WPO Group and its owners
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17 Our history
The current history of WPO begins in 2008 but its roots go back to 1992 the date of the Rio de
Janeiro Earth Summit and the founding of Wind Prospect the renowned multinational wind energy
business
Figure 2
2020 GreenToken Public Offering approved by the AMF
2019 We service over 600 project sites in 12 European countries
We are located in 28 regional offices and service points
52 GW under service
2018 10th anniversary of WPO
Launch of the GreenToken Project
35 GW under service
2017 The company becomes WPO Group
29 GW under service
2016 Sweden office opens
19 GW under service
2015 Merger of Wind Prospect Operations Ltd and Wind Prospect SAS
We operate from 22 regional offices and service points
10 GW under service
2014 Germany office opens
Launch of the Inspection and Insurance Broking business streams
2013 Seven local service points open in French regions
2012 Wind Prospect SAS becomes an affiliate of Wind Prospect Group Ltd
Pamir Holding SARL takes control
2011 Launch of the Solar business stream
2010 Incorporation of Wind Prospect Operations Ltd - United Kingdom amp Ireland
Founding Partner Duncan Levie
2008 Incorporation of Wind Prospect SAS - France
Founding Partner Bartheacuteleacutemy Rouer
2007 Launch of operations in France (mainly Advisory Services) from Wind Prospect Ltd
2005 Ireland office opens
2000 Australia office opens
1997 Wind Prospect formally established in the UK (Bristol)
Founding Partners Euan Cameron and Colin Palmer
1992 Cons nd wind farm by Euan Cameron and Colin Palmer
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18
Figure 3 WPO
WPO Group Certified consolidated accounts
In thousands of euros (1) 2016 2017 2018 2019
Revenue 6502 6939 6847 6507
Sale of GreenTokens (2) - - - 216
EBITDA 430 313 (304) 473
Operating profit or (loss) 365 184 (467) 312
Profit or (loss) for the year 230 311 (467) 338
Equity 1389 1767 1309 1670
Average number of full-time
equivalent employees (FTE) 61 74 78 73
RevenueFTE 107 94 88 90
Notes
(1) 2019 consolidated revenue is made up of approximately 55 euros (EUR) 35
pounds sterling (GBP) and 10 Swedish krona (SKR)
(2) Sales of GreenTokens are accounted for as deferred income and not as revenue (see Section
)
19 Our distinctions
WPO has been the leading independent provider of Asset Management Services in France for the
past seven years2 and more recently in Luxembourg Finland Sweden the UK and Ireland
Our estimated average market share is 73 in these markets
WPO is listed in the Financial Times FT1000 - stest Growing Companies 2017 ranking
2 Source France Energie Eolienne - Energy annual reports 2013-2019
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110 Our orderbook
More than 85 of our revenue is recurring
Our secured order book amounts to 216 million euros ie the equivalent of more than three years of
revenue3
In 2019 orders for GreenTokens reached the invoiced and paid amount of 216000 euros For the 2020-
29 period contractual commitments to purchase GreenTokens reached 16 million euros and the
options to purchase GreenTokens reached 14 million euros (see Section Sales)
Supported by the strong growth of the renewable energy sector and our Services-For-Data business
innovation orders have increased by 27 over the past twelve months ie one gigawatt of added
capacity in Europe and overseas
Figure 4 Renewable Power Capacity serviced by WPO
111 Our brand name
An acronym for Wind Prospect Operations the three letters of our current name simply WPO
continue to proudly recall our pioneering roots Today they also refer to strong constitutive elements
of who we are and our mission We sincerely believe that the essence of our work is to help make the
world a better place by ensuring the delivery of reliable clean and sustainable energy in a word
positive
in the business of positive
112 Our experience
ble assets under management has grown to comprise
nearly two thousand wind turbines 12 million photovoltaic modules and 360 project companies Real-
time supervision of these power plants is the bedrock of our experience
At the crossroads of the renewable energy and green finance ecosystem in Europe we have advised
3
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of wind and solar power projects at all stages of maturity On site each year WPO performs 1000
technical inspections and 500 expert inspections for commissioning and end-of-warranty purposes
and carries out occasional on-site audits
The average availability of European assets managed by WPO is 39 greater than those managed
by third parties4 For our clients this performance represents a cumulative additional income of seven
million euros per year
113 Our team
We are driven by our desire to contribute to the Energy Transition together
Our 73 employees are based in Paris Manchester Dublin Stockholm and Frankfurt and in over
twenty additional service points across Europe All of whom are experienced professionals whose
skills integrity and commitment are fully recognised
Figure 5 Expertise at WPO
The WPO team is managed by a Management Committee a group of the most senior professionals
activities
If our experience and technical expertise are the pillars of our success the safety of our operations is
its keystone
In 12 years we have not experienced any major accident relating to our teams on site and the assets
under our supervision a source of pride and a mark of quality for our team and our clients
4 Automatic algorithmic calculation on all wind installations monitored in Europe by WPO defining a non-contractual average technical and energy availability on 18 Nov Lake)
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114 Where we are in Europe
Figure 6 Wind and solar sites serviced by WPO
Figure 7 WPO offices and service points
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115 Our clients
Our clients are the major players in the renewable energy sector owners investors lenders insurers
and reinsurers The activities of many of them are regulated and overseen by the European or North
American financial authorities
Some of our clients have been placing their trust in us for more than ten years Other clients trust us
to the point where they appoint us as executive officers (chairmen or directors) for their operations
In turn we trust them by accepting these responsibilities
116 Our references
Figure 8
INVESTMENT FUNDS
123 INVESTMENT MANAGERS GOODYIELDS CAPITAL
ACCESS CAPITAL PARTNERS GRAVEL CAPITAL
ACOFI GREENCOAT CAPITAL
ALLIANZ CAPITAL PARTNERS HG CAPITAL
ALLIANZ GLOBAL INVESTORS JOHN LAING
AREAM RENEWABLES KGAL INVESTMENT MANAGEMENT
AXA PRIVATE EQUITY (ARDIAN) MARGUERITE FUND
BLACKROCK RENEWABLES INVESTORS MEAG MUNICH ERGO ASSET MANAGEMENT
BLUE ENERGY NTR
BNP CLEAN ENERGY PARTNERS (GLENNMONT) OBTON
DYNAMIC CAPITAL OCTOPUS INVESTMENTS
CDC INFRA OFI-INFRAVIA
EWC GROUP CAPITAL PREMIUM
COILLTE QUAERO CAPITAL
CREDIT AGRICOLE ASSURANCES RESONANCE ASSET MANAGEMENT
CUBICO SUSTAINABLE INVESTMENTS PRIVATE INVESTMENT BANK
DIF - DUTCH INFRASTRUCTURE FUND SAMFI-INVEST
DOWNING TREIS PARTNERS (MANOR)
ENCAVIS TRUFFLE CAPITAL
EUROFIDEME 2 (MIROVA) TTR ENERGY
FORESIGHT GROUP WHEB INFRASTRUCTURE
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DEVELOPERS
ABO WIND NORDEX
AREVON ENERGY OVERALL RP
ARKOLIA ENERGIES SUN DEVELOPMENT
ENO ENERGY VELOCITA
ENERGIETEAM VENTO LUDENS
FORSA ENERGY VOLKSWIND (AXPO)
FUTUREN (EDF) WIND CLUSTER
INVENERGY WPD WPD OFFSHORE
ENERGY AND ELECTRICITY COMPANIES
BADENOVA EWZ - ELEKTRIZITcurrenTSWERK DER STADT ZUumlRICH
BKW GEgraveCTRIC
EDGE NA MONA GEG - GAZ ELECTRICITE DE GRENOBLE
CNR NATIONAL HRONE COMPANY IWB - INDUSTRIAL WERKE BASEL
EDP RENEWABLES TOTAL QUADRAN
EKZ RENEWABLES SERGIES
ENGIE GREEN ENGIE SOLAR SHELL NEW ENERGIES
EOS - ELECTRICITY OUEST SWITZERLAND STEAG - STEINKOHLEN-ELEKTRIZITAumlT AG
BANKS amp ADVISORY
BARCLAYS KFW IPEX
BNP PARIBAS MACQUARIE
BPIFRANCE MUFG - MITSUBISHI UFJ FINANCIAL GROUP
CAISSE DEPARGNE NATIXIS (BPCE ENERGIEECO)
CM-CIC NORD LB
COMMERZBANK RBS - ROYAL BANK OF SCOTLAND
AGRICULTURAL CREDIT SAAR LB
CREDIT COOPERATIF SOCIETE GENERALE
HCOB (HSH NORDBANK) TEVALI PARTNERS
LAZARD FRERES transaction R (ROTHSCHILD amp CO)
LLOYDS TRIODOS BANK
ING ULSTER BANK
INDEPENDENT PRODUCERS
AALTO POWER INNERGEX RENEWABLE ENERGY
AKUO ENERGY LEGENDRE ENERGIE (ARMORGREEN)
ATALANTE ENERGIES NEOEN
BORALEX OEKOSTROUM
EDD (ECO DELTA DEVELOPMENT) STABEDIX
SPECIAL ENERGY (ENERCOOP) TAALERI ENERGIEIA
FALCK RENEWABLES THRIVE RENEWABLES
REGIONAL PLAYERS amp MIXED ECONOMY COMPANIES
WIND ASSET SEM NIEVRE ENERGIES
BEGAWATT SICECO
CITEOLE REGISTERED OFFICE 27
EOLYS SIPENR
SEM RENEWABLE ENERGY SITE IN OUAGADOUGOU
SDESM ENERGIES WEST ENERGIES
Figure 8
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117 Our historical services
Asset Management Services As a private adviser and asset manager for world-renowned clients our team ensures the safety and
optimum performance of their assets through the expert resources we deploy 247365 adjacent to
their sites in Europe
bull Health safety and environment management
bull Technical and performance management
bull Commercial management and supplier contracts
bull Continuous monitoring and management of production facilities
bull Management of on-site activities
bull Management of stakeholders residents and public relations
bull Hosting and analysis of Production Data
bull Administrative and financial management
bull Management of credit agreements
bull Management of insurance policies and claims
bull Management of contracts for the purchase and sale of energy certificates and capacities
bull Management of REMIT obligations
bull Directorship mandate
Specialised Services We also provide a range of independent bespoke technical services at key points in the life cycle of
wind farms and solar installations Our experts advise our clients on the purchase sale financing and
refinancing of the assets on acceptance for guarantee purposes and on renewal of agreements
bull Technical due diligence
bull Tendering and procurement
bull Performance analysis
bull Post-construction wind amp solar energy capacity studies (recalibration)
bull Negotiation of contracts (equipment supply contract Operation amp Maintenance contract
aggregation contract etc)
bull Strategy to extend the life of production plants (Repowering Revamping or Retrofitting)
bull Audit inspections and technical measures (building oversight acceptance of works and
drawing up list of reservations inspection and end of warranty study video-endoscopy
inspection of blades and measurement of the angle of inclination electrical testing of
generators thermography etc)
bull Audit and Inspection of health safety and environmental controls
bull Advice on aggregation and trading of electricity
bull Insurance broking
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2 GreenToken Project Team
21 Our Executive Committee
The members of our Executive Committee are invested in the GreenToken Project Each of them
brings their experience know-how and particular expertise to ensure its success Client Relations
Technical Operations Health Safety Environment amp Quality Administration amp Finance Human
Resources Marketing amp Communication and - of course - IT amp Digitalisation
They are supported by all 73 WPO Group employees and by the network of partners institutions and
clients that are intrinsic to the ecosystem of the GreenToken Project
Bartheacuteleacutemy Rouer
CEO and cofounder
Duncan Levie
Managing Director and cofounder
Bartheacuteleacutemy Rouer graduated from INSA Lyon and is a
qualified mechanical engineer He joined the
renewable energy sector when France launched its
first renewable support mechanism in 2001
He worked as a project manager or director for several
companies such as Schlumberger Vergnet EnXco
(EDF Renewables) Shell Wind Energy (Royal Dutch
Shell) and UPC Renewables
He developed onshore and offshore wind projects in
France Spain Greece Italy the United Kingdom the
Netherlands Cuba Dominican Republic and China
before creating WPO in 2008
With 20 years of international experience in the
renewable energy sector Bartheacuteleacutemy sits on various
boards of directors for major institutional financial
investors
Duncan Levie graduated from Trinity College Dublin
with degrees in engineering and mathematics He
also holds a certified diploma in accounting amp finance
(ACCA) and qualified as a Chartered Engineer while
working for BP International where he held various
key positions in major projects for onshore and
offshore energy projects around the world
Subsequently Duncan co-founded and managed an
engineering services company in the energy
petrochemical and heavy industry sectors in Ireland
In 2010 he co-founded the UK amp Ireland asset
management business at Wind Prospect now WPO
Duncan sits on various boards of directors for large
institutional financial investors in the renewable
energy sector
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Lara Moretti
Director of Human Resources
Alexandre BERTRAND
Managing Director Digitalisation amp Data
Lara Moretti holds a
from ESSEC Business School with an expertise in
human resources She also has a degree in Public
Relations and a background in metaphysics and
psychology from the State University of New York
Lara began her career as a teacher at Education
Nationale and then worked at Vogue magazine
(Condeacute Nast Group) as a personal assistant to the
President Prior to joining WPO Lara was HR manager
at an American oil company
At WPO since 2012 she has been responsible for the
development and deployment of HR
management policy in line
strategy in a context of strong international growth
Alexandre Bertrand graduated from Eacutecole Centrale de
Marseille He joined WPO for the first time in 2010 as
Operations Manager He was then responsible for
setting up WPOs Technical Management
Department This department continues to occupy a
central position in services
Alexandre subsequently furthered his managerial
experience as Services Manager for Alstom Wind
(France Middle East and Africa) then as Leader of
Wind Services (Operations and Maintenance France
and Belgium) at GE Renewable Energy
With 17 years of experience in the renewable energy
industry Alexandre returned to WPO in 2020 where
business model focused on the collection security
and monetisation of Energy Data in connection with
the GreenToken Project
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Delphine Hubas
Health Environment and Quality Director
Youri Pasquier
Information Systems Director
Delphine Hubas graduated from Agrocampus de
Rennes and is a qualified engineer She also holds a
and Sustainable
Development
Delphine has been working in HSEQ since the
beginning of her career in various industrial groups
and consultancy firms
She has been working in the renewable energy
sector for over ten years and has developed her
career in Europe at several international companies
such as Vestas EDPR and EDF Renewables for
which she has put in place and managed the HSEQ
management systems certified according to ISO
OHSAS and MASE standards
At WPO she is responsible for developing and
putting in place the integrated HSEQ management
system and oversees the HSE operational control of
all wind and solar assets in Europe
Youri Pasquier first graduated in international
commerce from IPAG Paris and then as an engineer
(specialising in IT at ESIEE in Paris)
While working in pioneer companies such as Club-
internet and Vivendi Universal during the 2000s he
developed his IT technical expertise (security high-
availability infrastructure high-traffic digital platforms
e-commerce) He was then involved in the
development of ViaDirect a software editor and
international integrator specialised in information and
guidance in buildings Youri put in place digital amp IoT
equipment around the world on various cloud
platforms
rs by
operations management He then joined WPO in 2018
to take char
and their security
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Christophe Cuzol
Operations Director
Herveacute Gagnaire
CFO
Christophe Cuzol graduated from INSA in Lyon and
is a qualified mechanical engineer In 1999 he took
his first job in the renewable energy sector in
Germany before returning to France when the first
renewable support mechanism was launched in
2001
His first responsibilities were in the development of
wind farms and then in technical studies with more
than 200 wind measures deployed in 10 European
countries
In 2008 he set up the operating division at VSB
Energies Nouvelles This division enabled the
company to become a major player in technical
management services for renewable assets on the
French market with more than 600 MW of wind
farms and supervised photovoltaic installations
He joined WPO in 2018 to head-up the technical and
operating management services on behalf of third
parties at group level and to guarantee the same
quality of service to all its European clients
After graduating from HEC Paris Herveacute Gagnaire
began his career as a strategic and organisational
consultant in a firm founded by former consultants at
Bain amp Mc Kinsey
After ten years in the firm he then joined the
Management of System U (central retailer of Super U
stores)
After working at the textile company Jennyfer as
Director of Flow Management Herveacute then held
management control and financial management
positions in sectors such as engineering and non-
structural building works while studying for a
management accounting diploma at Cnam Intec
(Diploma obtained in 2014) Before joining WPO Herveacute
worked with SMEs as an external financial director
including the INSEAD Business School
At WPO he is responsible for corporate administration
and financial management both internally and on
behalf of third parties as well as financial consolidation
and management control of the GreenToken Project
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22 Legal advice
CMS LEFEBVRE AVOCATS SELAFA (SIREN 722 047 164 RCS Nanterre) 2 rue Ancelle 92522 Neuilly-
sur-Seine France
The CMS network (wwwcmslaw) of which CMS Lefebvre Avocats is a member has nearly five
thousand lawyers in 43 countries and 75 offices
Missions Legal and tax validation of the business plan drawing up of commercial contracts legal and
regulatory assistance for the structuring of the GreenToken and GoCert certificate and assistance in
drafting the Information Document
23 GreenToken technology
EQUISAFE SAS (SIREN 845 383 645 RCS Paris) 18 rue des Capucines 75002 Paris France
EQUISAFE (wwwequisafeio) is a technological infrastructure provider for the issuance distribution
and management of the life cycle of Digital Assets and financial securities EQUISAFE has the status
of Payment Service Provider Agent approved by the ACPR-Banque de France under number
REGAFI 85392
Missions Design and issue the GreenToken through the EQUISAFE platform
24 Escrow and Conservation of Legal Currencies
(wwwfinuzesfr) is an Investment Services Provider (ISP) approved by the
ACPR-Bank of France under number REGAFI 19112
Missions Receive hold in escrow and custody of subscriptions made in legal currency
25 Custody and holding of Digital Assets in escrow
COINHOUSE SAS (SIREN 815 254 545 RCS Paris) 35 rue du Caire 75002 Paris France
COINHOUSE (wwwcoinhousecom) is an online platform and physical foreign exchange counter to
buy sell and store Cryptocurrencies COINHOUSE CUSTODY SERVICES is the sister company
specialising in the custody of digital assets on behalf of third parties COINHOUSE has both
mandatory registrations issued by the AMF for the purchase and sale of Digital Assets against euros
and the custody of Digital Assets COINHOUSE CUSTODY SERVICES has obtained the mandatory
registration issued by the AMF for the custody of Digital Assets
Missions Receipt holding in escrow and custody of subscriptions made in Cryptocurrencies through
a multi-authorisation system At the end of the process and on instruction conversion of
subscriptions into euros
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26 Identification of subscribers
Lemon WAY SAS (SIREN 500 486 915 RCS Bobigny) 14 rue de la Beaune 93100 Montreuil France
Lemon WAY (wwwlemonwaycom) is a Payment Service Provider (PSP) approved by the ACPR-
Banque de France under number REGAFI 16568
Missions Identification of subscribers (KYC and KYB) anti-money laundering and combating the
financing of terrorism (AML-CFT) collection and ring-fencing of funds for subscriptions contracted
by EQUISAFE and that are in foreign currencies which are legal tender
27 GreenToken Listing
CRYPTOEXCHANGE SAS (SIREN 828 416 123 RCS Paris) 7 rue Poirier de Narcay 75014 Paris France
SAVITAR (wwwsavitario) is the platform for trading and exchanging Digital Assets carried out by
CRYPTOEXCHANGE
Missions Pricing the GreenToken on the day after the issue date and fair management of market
activity and conditions of exchange for users
28 Bank
CREacuteDIT COOPEacuteRATIF SCA (SIREN 349 974 931 RCS Nanterre) 12 boulevard Pesaro 92024 Nanterre
Cedex France
Credit COOPERATIF (wwwcredit-cooperatifcoop) is a French credit institution authorised by the
ACPR
Missions Depository of funds in euros collected by WPO after the release of the escrow accounts and
the provision of traditional banking services
3 Interests including conflicts of interest that may
affect the Public Token Offering
WPO is not aware of any internal or external situation constituting a conflict of interest that could
significantly affect the Public Token Offering or harm the public or the smooth running of the
GreenToken Project
In particular no free distribution of GreenTokens will be made before or during the Public Token
Offering with the exception of a distribution of tokens to WPO employees as described below
31 Free distribution of GreenTokens to WPO employees
As agreed with its Social and Economic Committee WPO plans to distribute 30 GreenTokens to each
WPO Group employee free of charge for each month of service (intern apprentice employee or
corporate officer) present on the closing date of the subscription period of the Public Token Offering
subject to reaching the minimum amount (Soft-cap)
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This initiative represents a maximum distribution of around 100000 GreenTokens
The free distribution of GreenTokens is limited to 07 of the Quantity
This allotment based on length of service promotes social geographical and corporate cohesion
within the company It -term commitment regardless of their hierarchical
position or salary level
The distribution is planned to take place on the same date as that of the allocation of GreenTokens
to subscribers (See Section Time frame of the Public Token Offering) If applicable the non-allocated
GreenTokens will be placed in the Reserve
WPO employees may choose to acquire more GreenTokens in connection with the Public Token
Offering under the terms and conditions of subscription set out in this Information Document
without any particular advantage These subscriptions will not represent a significant portion of the
Public Token Offering
32 List of exposed beneficiaries
To date there are five identified beneficiaries of the Free distribution of GreenTokens to WPO
employees who are involved in the Governance of WPO and the GreenToken Project
They will receive a total of 13776 GreenTokens representing less than 01 of the total tokens to be
issued (See Figure 9 below) This quantity does not have a significant impact on the Public Token
Offering
Figure 9 List of exposed beneficiaries and details of their allocation of GreenTokens
First name Last name Function(s) and any conflict(s) of interest
Seniority Number of free
tokens of the Quantity
Bartheacuteleacutemy Rouer Chairman and co-founder majority shareholder of WPO
2008 4562 003
Duncan Levie Managing Director and co-founder minority shareholder of WPO
2010 3406 002
Lara Moretti Director of Human Resources
2012 3067 002
Alban Jehu Optimisation and Innovation Manager Member of the Investment Advisory Committee
2014 2218 001
Alexandre Bertrand Managing Director minority shareholder of WPO
Member of the WPO Investment Advisory Committee
2020 523 Not
significant
Total 13776 009
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4 Governance of WPO
41 Governing bodies
Executive Officers WPO is a French simplified company limited by shares The executive officers assigned are those of
CEO and Managing Director and form the executive management of the company (the WPO
Directorate) These executive offices are governed by the articles of association of the company and
bull Since the creation of WPO in 2008 its CEO has been Bartheacuteleacutemy Rouer
bull Since the merger with the Irish and UK platform in 2015 its Managing Director has been
Duncan Levie
bull Since 2020 its Chief Digitalisation Officer responsible on putting in place the GreenToken
Project has been Alexandre Bertrand
Strategic Committee Th
implementation A number of decisions and acts of the WPO Directorate must be previously
authorised by a resolution of the Strategic Committee and cannot be implemented in the event of
an unfavourable decision of the Strategic Committee
Its ex officio members are the shareholders WPO executive officers
Management Committee The purpose of the Management Committee is to oversee and steer the functional and operational
governance of WPO It is structured into two sub-committees
Executive Committee (ExCom)
The ExCom is composed of the WPO Directorate and the functional directors of the company (eight
members) It provides advice and makes collegial decisions on all WPO functional and operational
topics including strategic directions the budget and proposals from the different departments The
ExCom also manages the GreenToken Project as has been seen above
Operating Committee (OpsCom)
The OpsCom
It expresses the needs and proposes the budgets and solutions that it believes are necessary for the
smooth operation of WPO operations and implements decisions with field teams and support staff
Social and Economic Committee Provided for by law put in place in 2012 the WPO Directorate and elected staff representatives meet
each month In particular they conduct an annual company climate survey open to all employees of
the WPO group in order to assess the overall level of satisfaction of employees and to work together
in implementing improvement actions
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Investment Advisory Committee Set up in 2019 the Investment Advisory Committee advises management on the good
governance of the GreenToken Project and Production Data
For more details see Section GreenToken Project Decision-Making and Governance Mechanisms
42 Principles
The principles of governance th -control
and collegiality These principles apply to the six companies in the WPO group and to the transactions
relating to the 360 companies that have placed their trust in us
The powers and cap Delegated which is updated
annually and at each staff movement
The collegial decision-making operates through the Strategic Committee the Management
Committee the Social and Economic Committee and the Investment Advisory Committee or their
working groups
The directors and departmental heads comprise of two-person teams in the event that one of them
resilience allow for cross-approvals and minimise silo or solitude effects associated with the
responsibilities of management
43 Results
As proof of our rigorous and agile management we have observed since the creation of WPO in 2008
bull The certification without qualification of our parent company (and consolidated) accounts by
the Statutory Auditor including the 2019 accounts
bull The absence of disputes with any employee or former employees
bull The absence of commercial disputes with any client or former clients
bull The absence of any refusal of insurance
bull No insolvency
bull Completion of a company audit (URSSAF) without any penalty
bull Completion of a VAT tax audit without any penalty
5 Statutory Auditor
A Statutory Auditor has been appointed and has audited the WPO parent company financial
statements in accordance with the laws and regulations since the company was founded in 2008 It
has also audited the WPO Group consolidated accounts since the internationalisation of our activities
in 2016
The Principal Statutory Auditor is CECAM (SIREN 311 306 591 00034 RCS Paris) in the person of its
Associate Managing Director Paul Foubert (LinkedIn)
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The mission of the Statutory Auditor has been extended5 to include this Public Token Offering
In this context it will
bull produce an audit report specific to the subscription of the Private Token Sale attesting to
the amounts effectively subscribed on the opening date of the public offering
bull produce an audit report specific to the subscription of the Public Token Offering attesting to
the Amount Effectively Collected and if it reaches the Minimum Amount (Soft-cap) and the
Maximum Amount (Hard-cap) on the closing date of the public offering
bull carry out the due diligence required to release the escrow accounts and to transfer the funds
to the bank account of WPO or where applicable to buy the tokens back from the
subscribers
bull produce an annual audit report specific to the management of GreenTokens including
events related to the issuance prices and stock of GreenTokens at each year end on 31
December
These reports are sent to the WPO Directorate and the Investment Advisory Committee They are
published on the WPO website (wwwwpoeu)
5 According to engagement letter reference CLHBPF dated 5 December 2019
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PART 2 - THE GREENTOKEN PROJECT
1 Our Project
The GreenToken Project aims to create the conditions of trust required to accelerate the Energy
Transition through the transforming power of the decentralised web
WPO wishes to create a new energy business model based on the reliability of renewable energy
production and the involvement of all stakeholders (business and citizens)
WPOs real-time supervision of wind and solar assets enables it to collect a vast amount of data on a
daily basis either electrical mechanical meteorological etc The intelligent use of this data improves
the profitability of wind farms and solar installations by reducing production costs (eg anticipation
of maintenance problems automation of management actions etc) and maximising energy
efficiency
The use of data will also enable WPO to produce and market private real-time renewable energy
production certificates called GoCert certificates registered and transferred through a Distributed
Ledger Technology (DLT) Through these certificates and for each planned use of this technology
new solutions will be provided that will optimise existing processes beyond traditional applications
for the operation of wind farms and solar installations
The GreenToken Project is a new business model based on the issuance of GreenTokens These
tokens will be the only instruments for obtaining GoCert certificates It will also be possible to pay
using these tokens andor legal tender currencies for the other goods and services offered by WPO
and the GreenToken Network a network of professional partners operating and optimising the
production of renewable energy
By holding a GreenToken an individual or company owns a tool for optimising and certifying the
production of green energy It is also an alternative source of pre-financing and an innovative means
of payment to reward individuals and companies engaged in environmental matters The use of
GreenTokens in the renewable energy ecosystem will eventually create a true network of
professionals organised around this tool thus increasing traceability
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access production data and the ability to sell GoCert certificates and GreenTokens have been
validated A Private Token Sale has been under way since April 2019
This Public Token Offering approved by the AMF will create the primary market for GreenTokens It
is planned for between 8 September and 12 November 2020
The admission of the GreenTokens to trading on one or more Digital Asset exchange platforms
scheduled immediately after the issuance of the tokens will create the secondary market
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2 Current business model (2008-19) consultancy
intermittent and short-term by nature bring clients to
subscribe to our Asset Management Services which are recurring and long-term
These Asset Management Services provide the operational knowledge necessary for the relevance of
the Specialised Service
Figure 10 expertise
After the Public Token Offering WPO will continue to offer its historical services with the same level
of quality according to our new business model as this quality is why our clients give us access to
their data
3 New business model monetisation of Production
Data
Faced with the drive to accelerate the Energy Transition WPO has chosen to innovate
As an innovation WPO services may be exchanged for the right to access and use the Production
Data owned by our clients through our Services-For-Data innovation
This grows our Data Lake a source of Our new certified goods and services based on the knowledge
of WPO and presented below They are embodied in the form of private GoCert production
certificates accessible through our Utility Tokens the GreenTokens
Thus WPO will proceed with acquiring vast amounts of energy production data from renewable
sources in exchange for its services and then monetisating them through the Blockchain and
Artificial Intelligence
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Figure 11 Monetisation of Production Data
31 Our Services-For-Data
Through a major commercial and contractual innovation in place since summer 2018 WPO has
acquired the right to monetise its Production Data in exchange for its historical and future
services and its new certified goods and services this is called Services-For-Data
In practice WPO sells services to its client which it invoices In return the client sells to WPO the right
to use their Production Data which it invoices Thus one invoice offsets the other
To balance the model the client is obliged to purchase GreenTokens from WPO When the contract
is recurring the purchase of GreenTokens is also recurring
The client may also purchase GreenTokens from other holders or from the Digital Asset exchange
platform(s) on which the GreenTokens will be admitted for trading
As a result Services-For-Data is a powerful growth lever that feeds our Data Lake substantially
Figure 12 Services-For-Data contractual features (Click on the frame or here)
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32 Our Data Lake
Positioned on an extensive and economic Redshift Cluster (multi-nodal cloud-based Amazon Web
Service data warehouse) our Data Lake contains more than 645 Gigabytes of production data
Already remarkable in size and quality it is now growing exponentially (+30 per annum)
Our digital remote management platform is compatible with most of the markets SCADA systems
It extracts and standardises the Real-time Production Data For example the task planner
automatically launches approximately 250000 daily tasks mainly imports to or operations on our
data warehouse
Developed for the operational needs of WPO it is now sold in exchange for euros or GreenTokens
under a SaaS licence under the name WPO Dashboard to world-renowned clients6 owners of wind
farms and solar installations in 12 European and overseas countries
Figure 13 Screenshot of WPO Dashboard
Its main role today is to unify the various data sources so that the production data is in a
homogeneous structure for storage and visualisation purposes
On this solid and industrialised base our first algorithms have already been validated and are used
daily by our engineers
Today developed on the basis of algorithms by our engineers already allow us to
simulate the behaviour of power plants under given conditions WPO has thus been able to detect
the issues requiring immediate corrective action or recommend operational improvements and
predictive maintenance actions valued at around 7 million euros of additional production
6 For example Allianz Capital Partners (Allianz Group) and Total Quadran (Total Group)
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For the future we are considering deploying high value-added Artificial Intelligence systems in a Big
Data environment in partnership with our clients and other members of the GreenToken Network
33 Our GoCert
Hitherto we have been known as the European manager of positive energy We now wish to become
trusted third-party high-tech certifier
Using Distributed Ledger Technology (DLT) WPO creates private secure and reliable production
certificates called GoCerts
Each GoCert cert
certified goods and services
A separate GoCert certificate type will be created for each line of certified goods and services
marketed by WPO These lines are described in the Section Our new certified goods and services
below
Each GoCert certificate is issued in real time from production sites and is linked by a computer key to
all the production data stored in our Data Lake (eg meteorological geographical pricing etc)
Figure 14
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In the field WPO will equip the facilities it supervises with very-low-consumption (or even standalone)
IoT type Oracles acting as secure data capture tools and as trusted entry points for our Distributed
Ledger Technology (DLT)
The GoCert Consortium will certify the uniformity authenticity and history of ownership of GoCert
certificates
Ownership of a GoCert certificate may be obtained on the GoCert Consortium in exchange for
GreenTokens by using Smart Contracts Once the GoCert certificate is cancelled (voluntarily or
failing that on the expiry date ie 36 months after the issuance of the certificate) it will allow its last
owner to benefit from a positive unique and reliable contribution to the development of energy
production from renewable sources (see the Section Value analysis)
GoCert certificates will feed the various lines of monetisation of the Production Data developed by
WPO through its new certified goods and services
The value in euros of GoCert certificates will be set by WPO for each line of monetisation of the
Production Data
The value of all GoCert certificates assigned to the client will be equal to the services provided by
WPO for this client
Under no circumstances will the transfer of ownership of a GoCert certificate result in the transfer of
ownership of the Production Data that the certificate represents
Finally the only instrument by which GoCert certificates may be obtained will be our Utility Token -
the GreenToken - which is the compensation unit for the work of calculation and operation (also
called Gas) of the GoCert Consortiums Smart Contracts
34 Our GreenToken
We have created our own Utility Token called GreenToken which is the instrument needed to
acquire GoCert certificates through the GoCert Consortium
GreenTokens are issued by WPO on a public network accessible by everyone around the
world and at any time The transactions stored therein are encrypted non-modifiable
non-deletable accessible in read mode by everyone without a central governance body
and fully decentralised
GoCert certificates will be issued by WPO on a semi-permissioned Distributed Ledger
Technology (DLT) the GoCert Consortium where each of the thirty participants will have
a node of the network in its infrastructure and where a sufficient number of participants
will need to validate transactions to add a block to the chain
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The GreenToken and the functions rights and obligations attached to it are described in PART 3 -
RIGHTS AND OBLIGATIONS ATTACHED
35 Our new certified goods and services
Anyone will be able to exchange GreenTokens for WPOs new goods and services Even if the price of
these new WPO goods and services is still expressed at market value in foreign currencies their
corresponding value in GreenTokens their Utility Value will be accepted by WPO
WPO will offer industry players not only more efficient secure and transparent applications but also
a new business model and where applicable a new revenue Partnerships will therefore be facilitated
and encouraged Through multilateral and decentralised exchanges everyone will be able to better
manage their contributions and make use of their contributions to accelerate the Energy Transition
There are already and will be a network of partners in our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchanging their own goods and
services
The Project is intended to operate in all countries where WPO is active regardless of the outcome
and where applicable the terms of Brexit
Specifically WPO has developed its Information Systems to promote the use of GreenTokens in the
energy sector according to the four lines of monetisation of the Production Data via GoCert
certificates presented below
GoCert1 - enhanced technical expertise
Case of WPO
service offering (see Section Our historical services ) The client base business flow and European
footprint will be gradually converted to the new business model
In practice anyone - historical or new client data holder or not - will be able to exchange their
GreenTokens for analyses audits advice expertise inspections licences tests and measurements
etc carried out by WPO These services are a source of Production Data which will feed our Data Lake
in return
certified goods and services
like the receipt issued on payment by credit card for example The value of all GoCert certificates
assigned to the client will be equal to the services provided by WPO for this client
WPO will also produce indicators of general interest for the general public to contribute
to the sharing of knowledge and the dissemination of technical and economic markers
for renewable energy These will be published online and will allow for example the
benchmarking of its performance with existing plants or resource or
production index to ensure reliability of its own indicators and to monitor the progress
of the Energy Transition in its region or in the world
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l size and is growing at an exponential rate This data is valued
by the continued development of algorithms including Machine Learning Algorithms so that WPO
services continue to improve in quality and efficiency and thus strengthen its position as an
undisputed leader in its historical business
The implementation of this enhanced technical expertise depends solely on our know-how and the
quantity of available Production Data which is quickly growing
Case extended to the GreenToken Network
ill also be able to accept the GreenToken as a
means of exchanging their own goods and services (see Section GreenToken Network) and will allow
the issuance of the corresponding GoCert certificates
GoCert certificates proof of purchase of goods and services from the GreenToken Network could
ultimately become proof of a contribution to the Energy Transition
This service will be operational at the end of the Public Token
will launch the GoCert Consortium and enable it to achieve the required maturity to serve as the
below
HOW IT WORKS
A WPO client wishes to have an assessment of a renewable power plant
bull WPO submits a quote with equivalent value in GoCert certificates and
GreenTokens
bull Client mandates WPO
bull WPO carries out the examination and invoices for its service
bull The client must have (and if necessary acquire) GreenTokens to purchase the
required number of GoCert certificates
bull The clients GreenTokens are exchanged for the required number of GoCert
certificates issued by WPO
At the end of the transaction
bull The client has received its assessment report and the GoCert certificates which he
can take advantage of
bull WPO has received the GreenTokens and if any the Production Data recorded in
its Data Lake
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GoCert2 - Short circuit electricity trading With the programmed stoppage of public subsidies for the production of energy from renewable
sources and with the spread of green electricity offers the dynamics of prices and energy supply will
become even more erratic As a result speculation on Power Purchase Agreements will intensify
In keeping with its mission to contribute to creating the conditions of trust in the Energy Transition
WPO will be able to provide reliable and decentralised contractual solutions between producers and
off-takers through the Smart Contracts of the GoCert Consortium Distributed Ledger Technology
(DLT)
GoCert certificates will represent the contractual value of traded electricity and GreenTokens will be
needed by the co-contracting parties to access the trading service
These Smart Contracts will be marketed by WPO under the name Smart PPAs or blockchain Power
Purchase Agreements They will be designed to provide End-to-End traceability and to emulate the
contractual features of the value chain of each megawatt hour
This solution capitalises on the ability of Distributed Ledger Technology (DLT) to remove the role of
intermediaries in traditional business and in this case energy In 20177 companies actively
consumed around 465 terawatt hours of electricity from renewable sources a comparable figure to
the electricity consumption of a large economy such as France and its 67 million inhabitants
WPO plans to achieve a granularity level of exchanges as fine as those of collective or individual
consumption for example
business position alongside producers and other
market players (aggregators suppliers) to test our Smart PPA pilot offer within 24 to 36 months of
7 Forward-
IRENA (Source)
Power Purchase Agreement also embodies the will of electricity consumers who
wish as the case may be to promote the construction of new facilities (additionality
concept) local facilities close to its consumers to develop an economic activity close to its
allow the
demonstration of this commitment monitoring real-time consumption and production
using Blockchain and S
CAP GEMINI 27052019 (Source)
Not all electricity suppliers are the same Many of them deceive consumers by offering
green electricity supplies that are in fact not renewable power offers [] By changing
electricity provider we can therefore become a player in the energy transition Alix
MAZOUNIE Energy Campaign Manager at Greenpeace France on 28092018 (Source)
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the Public Token Offering However the implementation of Smart PPAs will depend on the rate at
which wind farms and solar installations no longer rely on subsidies and the maturity of a market free
of public support mechanisms
GoCert3 - The provision of high-reliability certificates to Certificate Markets Because blockchain certificates are an obvious perfectly reliable and cost-effective traceability
solution the Certificate Markets will at maturity whole heartily adopt them
For the first time in the world a project to issue energy certificates in the form of WPO GoCert
certificates has been brought to the required industrial and commercial scale8
WPO will therefore enhance the value of the GoCert Consortium vis-agrave-vis the Certificate Markets by
supplying GoCert certificates as White Label certificates and thus contribute to creating the
conditions of trust in these different labelling mechanisms
GoCert certificates issued by WPO will be the reliable unbranded digital support for a given
Certificate Market which will acquire them from WPO and issue them under their official name
GreenTokens will be required for users at each stage of the certificate life cycle (issuance transfer
export etc)
Initially we are considering the Market of Certificates of Guarantees of Origin targeting the
ified by RECS International9
Figure 15 Certification of renewable energy production Source USA Environmental Protection Agency
European North American or Asian national registry managers of Guarantees of Origin (or equivalent)
will be able to acquire GoCert certificates as White Label certificates They will formally issue them in
8 Quote from Isabelle Kocher former chairwoman of the ENGIE energy group during the presentation of the GreenToken Project on 9 February 2019 at the Top 2019 organised by the French Association of Private Enterprises (AFEP)
9 Opinion report in Engits summary in French (Source)
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their name in the form of blockchained Guarantees of Origin (or equivalent) on their respective
Certificate Markets
The GoCert Consortium will create the conditions for the compatibility of international certificate
systems (such as the European EECS the North American REC or the I-REC for the rest of the world)
and the conditions for interoperability
Inclusively Certificate Market players including national registry managers will be invited to
participate in the GoCert Consortium as the network authority ie its administrators with the same
rights as WPO
If the GoCert Consortium administers the registers in an extremely reliable manner the reliability of
the input Production Data that feeds them will also be guaranteed Indeed Oracles installed by WPO
on the production sites will evaluate the data from End-to-End In addition this data is systematically
certified at source by two third parties that are independent trustworthy and long standing
1 On the one hand the electricity distribution or transmission network operator acting as the
operator of the electric meter who measures the quantities of electricity injected by the
power plant on its network and
2 On the other hand the statutory auditor of the company that owns the power plant which
independently corroborates with third-parties and validates the invoicing and payment of
these quantities by a market participant aggregator or buyer
According to the projection of the RECS International Association (Figure 16 see below) the Market
of Certificates of Guarantees of Origin will reach its maturity from 2022-23 By then the number of
Guarantees of Origin sold and cancelled will equal the number of Guarantees of Origin issued in
Europe for a volume of approximately 1100 terawatt hours ie approximately 11 billion certificates to
be issued
We want
of the Certificates Market (aggregators suppliers and above all registry managers) to test our White
Label offer within 24 to 36 months of the Public Token Offering
look very closely at the various developments in blockchain technology and consider
that this technology could support the Guarantees of Origin me Dirk VAN
EVERCOOREN President of the AIB - ASSOCIATION OF ISSUING BODIES in The
Renewable Energy Journal special edition March 2019 (Source)
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Figure 16 European Market of Certificates of Guarantees of Origin 2016-2025 in terawatt hours Source RECS International GO Monitoring 2018 Report
GoCert4 - The provision of digitalized insurance tools for renewable energy WPO has been active in claims and claims management and insurance brokerage in the renewable
energy sector since 201410 In an increasingly competitive and highly financialised sector WPO
certification tools developed as part of the GreenToken Project will also be able to help optimize some
aspects of the current insurance market
Firstly this can be done by automating the declaration phase of a cover or claim Indeed Distributed
Ledger Technologies and in particular the automatic performance of Smart Contracts allow us to
avoid the traditional declaration (form claim verification triggering compensation) for a whole series
of risks whose severity or compensation are now uneconomical for both the insured and the insurer
As a loss adjuster certifier of the production it supervises WPO is naturally able to initiate the Smart
Contracts for the automatic handling of claims in respect of certain covers and losses
10 Through its sister company ENRSUR SAS a company of the WPO group registered with the Paris Trade and Companies Register under the SIREN number 804 735 777 and the Register of Insurance Intermediaries under number ORIAS 140 065 63
69
6
718 79
1
853 920 99
3
107
1
1155 12
46
134
4
234
197 17
6 144 10
7 64 16
0
0
0
225
258 27
7 303 33
2 363 39
7 435
47
6 520
0
200
400
600
800
1000
1200
1400
1600
1800
2000
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Production not certified because of receiving subsidiesstate aids
Production available for certification with Guarantees of Origin
Production for which Guarantees of Origin are issued
Total Guarantees of Origin Cancelled
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37
ent in an orderly fashion
allowing for a statistical comparison of a claim (cover or loss) to a representative operational reference
for a given compensation scheme both for damage to equipment and associated production losses
GoCert certificates will represent the contractual value of the loss or the negotiated cover and
GreenTokens will be necessary for the co-contracting parties to access the automated declaration
service
These Smart Contracts will be marketed by WPO under the name Smart CLAIMS or blockchained
claims
Beyond that an insurance model based on our Smart Contracts could be that of index-based or
parametric insurance ie insurance linked to an index such as wind speed or solar irradiation The
Smart Contract between the client and WPO (or the insurer) could stipulate that a payment is made
after a number of days without enough wind or sun The contract is based on reliable external
meteorological data allowing Oracles to automatically trigger a payment without the intervention of
a loss adjuster or the need for the insured to make a claim
This model also applies to the case of warranties granted by manufacturers and maintenance
companies A Smart Contract between a client and WPO (or the manufacturer or maintenance
company member of the GreenToken Network) may stipulate that a payment be made after a
number of days of equipment failure or when a component is replaced or certified as being defective
by the control system or if the work is not completed within the guaranteed time frame
We want
manufacturers and insurance market players (insurers brokers and loss adjusters) to test our Smart
CLAIMS offering within 24 to 36 months of the Public Token Offering
4 Legal and regulatory aspects specific to WPO or the
GreenToken Project
s consulting and asset management services in the energy sector
The new WPO business model will be based on the issuance of private certificates and cryptographic
tokens Since this model is disconnected from the supply of energy to end-consumers it is
independent of the Guarantees of Origin moreover exclusively financed by private funds freely
allocated it does not constitute or affect any state aid scheme We have taken care to validate its legal
Blockchain technology is a unique point of truth on which we can build partnerships
Above all it is a means by which we can respond to our clients faster and offer the best
possible service by optimising processes and identifying low added value tasks
Crozier Head of the Global Blockchain Skill Centre at ALLIANZ TECHNOLOGY (Source)
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basis and have received nihil obstat11 from the relevant departments of the European Commission
and the authorities of our key markets
41 European Commission
DG for Energy The Directorate-General for Energy confirmed in writing that our GoCert certificates are not
Guarantees of Origin and are not incompatible with the European framework for Guarantees of
Origin
DG for Competition The Directorate-General for Competition confirmed
renewable sources could sell their data to WPO and participate in WPOs certificate and token system
without affecting their right to state aid granted under public financial support schemes
42 France
bull President of the Republic - Energy Environment and Transport Council [o]
bull President of the Republic - Councillor for Digital Transition [o]
bull Prime Ministers Office - Technical Energy Adviser [o]
bull Ministry of Economy and Finance - Treasury Directorate-General (DG Tresor)
bull Ministry of Economy and Finance - Tax Legislation Directorate (DLF) [o]
bull Ministry of Ecological and Community Transition - Office of the Minister [o]
bull Ministry of Ecological and Community Transition - Directorate-General for Energy and
Climate (DGEC)
bull Agency for the Environment and Energy Management (ADEME) [o]
bull Financial Markets Authority (AMF)
bull Banque de France [o]
bull Caisse des Deacutepocircts et Consignations [o]
bull Bpifrance [o]
43 Ireland
bull Commission for Regulation of Utilities (CRU) [o]
11 When nihil obstst has been given orally the relevant authority is followed by the symbol [o]
guarantees of origin of electricity produced from renewable sources ie for the
purpose of demonstrating the origin of electricity supplied by a supplier in
connection with a commercial offer the issue and transfer of GoCert certificates are
not likely to call into question the contracts referred to in articles L121-27 L311-12
L314-1 L314-18 and where applicable L314-26 of the French Energy Code as
provided for by paragraphs 3 and 4 of article 314-
DGEC - Letter of 1 July 2018
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bull Department of Communications Climate Action and Environment (DCCAE)
44 Sweden
bull The Swedish Energy Agency (Energimyndigheten)
45 United Kingdom
bull Office of Gas amp Electricity Markets (OFGEM)
bull Department for Business Energy amp Industrial Strategy (BEIS)
5 Deployment Strategy
51 Access to Production Data
The renewable electricity production Data Lake compiled on W or secured through
contractual commitments (or options) already represents a volume of approximately 100 terawatt
hours or the annual electricity consumption of approximately 17 million Europeans
The Production Data comes from our continuous supervision of a portfolio of more than 600 wind
and solar sites operating in 12 European countries for more than 10 terawatt hours a year
Figure 17 Hourly import of Production Data to WPO servers (click on image or here)
The first results are conclusive In 12 months the industrial capacity of one gigawatt has already been
secured under the Services-For-Data model and more than two additional gigawatts are currently
the subject of advanced discussions
Future mandates will concern new clients based on a transformation drive staggered over the 2018-
2022 period (see Figure 18 below)
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Figure 18 Deployment forecast of the Services-for-Data model and quantity of Production Data on WPO systems
To realise this potential we have developed standardised connection acquisition and storage
technologies that can quickly be deployed on a very large scale and at controlled costs
52 Create a long-term buyer category of GreenTokens
Our traditional clients are required to buy GreenTokens from WPO as long as they want to benefit
from Our Services-For-Data It works in a way similar to mutual societies or cooperatives that require
their customers to become members prior to having access to their goods or services to perpetuate
the model
As a result of this compulsory acquisition purchases of GreenTokens grow with the growth of WPO
according to the principle one GreenToken bought is worth [X] euros of services effectively provided
by WPO which services have at each moment a real market value
Between April and December 2019 90000 GreenTokens had already been purchased and paid at
Nominal Value to WPO by some of our clients institutional infrastructure fund managers and
alternative energy producers in seven countries (France Sweden Finland Ireland Italy United
Kingdom and Sweden)
85 90100
113129
165
314
750
70
700
0
10
20
30
40
50
60
70
80
90
100
2017 2018 2019 2020 2021 2022 2023 2024
Standard Services Services-For-Data WPOs Data Lake (TWh)
ess model is that its traditional clients alternative producers
and regulated investment fund managers are contractually committed to the recurring
purchase of GreenTokens at market value each year for periods of up to ten years A
category of long-term buyers is thus created Subsequently WPO plans to register a
price-floor for new contracts to support the trading price of the tokens
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In 2020 the contractual purchase and sale not yet invoiced at Nominal Value of more than 100000
GreenTokens by 8 different clients has already been secured And we are observing an acceleration
in demand (see Section Sales below)
For the period 2020-2029 recurring contractual commitments and options to purchase GreenTokens
now secured stand at 16 million euros and 14 million euros respectively
Our traditional clients will be inclined to use their GreenTokens to access Our new certified goods and
services If they need more GreenTokens they could first obtain them from the other GreenToken
holders on the Digital Asset exchange platform(s) and where applicable from WPO
Gradually our new order book will be Tokenised (see Tokenisation) while our existing order book
and business flow will allow for a smooth transition to the New business model monetisation of
Production Data
53 Create a primary market and a community of GreenToken
buyers
By offering the public the opportunity to buy our tokens through the Public Token Offering we aim
to establish a community of GreenToken users to respond to the drive to accelerate the mobilisation
and promotion of renewable energy
54 Create the conditions to ensure liquidity of GreenTokens
underpinned by the unavoidable growth of the renewable energy sector
GoCert certificate exchanges will be directly linked to the expansion of Our new certified goods and
services To obtain GoCert certificates GreenTokens must first be acquired
The trading of GreenTokens will therefore first be stimulated by the demand of clients
network of professional partners (as defined in the Section GreenToken Network) interested in
participating in GoCert certificate exchanges
Finally GreenTokens will be exchangeable on one or more Digital Asset exchange platforms Their
value will depend on the level of supply and demand (see Section GreenToken listing)
55 Organise the expiry of GreenTokens
GreenTokens which will be redeemed by WPO in exchange for GoCert certificates in connection with
Our new certified goods and services excluding Gas transaction fees and annual fees will be
cancelled (destroyed) within eight days As the GreenTokens are fixed this will result in a gradual
reduction in the number of GreenTokens available over time
Additional GreenTokens could be issued in connection with a change in technology (see Section
GreenToken technology)
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6 Value analysis
61 For GoCert certificate owners
Because they are proof of work in favour of the production of energy from renewable sources produced here and now GoCert certificates allow their owners to certify on a voluntary basis their contribution to the development of this production and the Energy Transition
GoCert certificate holders will have the tool both new standard and proof of purchase of Our new
certified goods and services to stimulate the increase in electricity production from renewable
sources They may take advantage of a voluntary approach to assessing responsible investments
Evaluation frameworks and supports to socially responsible investments which include
environmental social and governance criteria in addition to the purely financial criteria are rapidly
evolving in Europe and across the world Today WPO makes available to the greatest number an
alternative tool to achieve a voluntary contribution to the Energy Transition
The RE100 initiative and public procurement12 demonstrate a growing global institutional demand
for renewable energy sources But this mobilisation is still incomplete All stakeholders unlisted
companies start-ups cooperatives and individuals must also be able to participate
The GoCert tool aims to create the necessary conditions of trust in the energy sector through the
transforming power of the decentralised web to ensure as many stakeholders as possible can
accelerate the Energy Transition
It should be noted that the GoCert certificates issued by WPO are not Guarantees of Origin Their
purpose is not to demonstrate the source of energy provided by a supplier to an end consumer
GoCert certificates are proof of a voluntary contribution to improving the production of renewable
energy sources
12 See note 7 above
responsible medium-sized
companies such as F2A to participate in the energy transition directly and transparently
through the acquisition of GoCert certificates F2A therefore participates in the financing
of 110000 MWh produced from renewable energy sources The use of blockchain
technology secures the traceability of our certificates and irrefutably certifies the
production of renewable energy to which we participate in all confidence Jean-
Philippe Margrita Managing Director F2A
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62 For GreenToken owners
GreenTokens are Digital Assets classified as Utility Tokens within the meaning of article L54-10-1 of
the CMF GreenTokens are the only instrument for obtaining GoCert certificates and the full range of
and the GreenToken N
In the GreenToken Public Offering WPO offers GreenTokens at a Subscription Price of between 5 and 50 below their Nominal Value (see Section GreenToken Subscription Price)
Subsequently the value of GreenTokens and GoCert certificates will not be correlated However the
higher the traded price or volume of GoCert certificates the higher the Exchange Value of
GreenTokens could be by influence positively impacted13
Conversely a decrease in the traded price or volume of GoCert certificates could adversely affect the
Exchange Value
63 For producers of energy from renewable sources
All goods and services provided to our clients may be covered by WPO in return for access to
production data and the acquisition of GreenTokens (see Section Our Services-For-Data) In other
words the GreenToken Project creates a new revenue for renewable energy producers
Our innovation is a powerful growth lever that substantially underpins our Data Lake analysis
algorithms and ultimately WPO Artificial Intelligence systems or the GreenToken Network The
community of renewable energy producers thus has access to more qualitative transparent and
shared information
64 For local communities
Community actions will be undertaken by WPO as soon as the Target Amount of the Public Token
Offering is exceeded (See Figure 24) They will take the form of local community or participatory
initiatives in support of the Energy Transition They will be selected by the Investment Advisory
Committee which will communicate to the public their social and environmental performance
The Community actions thus envisaged are non-profit investments such as contributions to the
financing of renewable energy production facilities and promotional actions and contributions to
promote their acceptance and effective integration
WPO will also produce indicators of general interest to the general public and companies to
contribute to the sharing of knowledge and the dissemination of technical and economic markers of
renewable energy in local communities
In the event that the Maximum Amount (Hard-cap) is reached the allocation in favour of Solidarity
actions would amount to 750000
13 See also the Section Organise the expiry of GreenTokens
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7 GreenToken Project Decision-Making and
Governance Mechanisms
71 Investment Advisory Committee
Missions The Investment Advisory Committee is an independent body dedicated to assisting the WPO
Directorate in the governance of the GreenToken Project and communicating to stakeholders
In particular the Committee is responsible for advising the WPO Directorate and for issuing public
statements on the issuance sale stocks of GreenTokens and GoCert certificates and the use of funds
invested in respect of the commitments particularly strategic commercial technological and
solidarity commitments made in this Information Document
The Committee also ensures the implementation of data governance which deals with organisations
and procedures at WPO to oversee data collection security and use In particular it ensures
compliance of the GreenToken Project with the European Data Protection Regulation (GDPR) in
relation with the WPO Data Protection Officer
Arrangements
Composition
The Committee is composed of at least six members and up to twelve members half of which must
be external to WPO
bull A President external to WPO
bull Three members appointed by WPO
bull Up to three external members who bring their technical skills in renewable energy
Blockchain technology andor Artificial Intelligence
bull Up to six members representatives of WPO clients subscribers of the Services-For-Data offer
andor of GreenTokens
Members are appointed for a term of three years In the event of vacancy or renewal the Committee
shall co-opt the candidate(s) proposed by the Chair or failing that by at least one-third of its
members
Upon appointment members sign a declaration of absence of conflict of interest and adhesion to the
arrangements of the Investment Advisory Committee In the event of a serious or repeated breach of
its ethics the Chair may submit to a vote by the Committee the reasoned exclusion of a member In
this case the member concerned does not participate in the vote
Remuneration
Members will be entitled to receive remuneration in euros and will be paid in a legal tender currency
upon presentation of supporting documents The remuneration is decided by the WPO Directorate
and is reviewed annually It is made public in the annual audit report specific to the management of
GreenTokens prepared by the Statutory Auditor
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Decisions of the Committee Quorum
Decisions of the Committee including those taken by the Committee relating to the issuance of an
opinion or public statement shall be taken by a simple majority The President shall have a casting
vote if no majority is formed The quorum is reached when half of the members present express
themselves and half of them are external to WPO
Obligations of WPO
The WPO Directorate must consult and obtain the reasoned opinion of the Investment Advisory
Committee prior to its decision to incur any expense investment or sale of more than one hundred
thousand euros ( 100000) relating to the GreenToken Project By definition the Committees
opinions are advisory
WPO Directorate must provide the Committee with the means and resources needed to carry out its
duties
In the event that no quorum is assembled on two occasions or in case of force majeure incapacitating
the Committee the WPO Directorate will take over the Obligations and capacities of the Committee
until its capacity is restored
Obligations and capacities of the Committee
The opinions of the Investment Advisory Committee given to the WPO Directorate and the content
of their exchanges are confidential
The public statements of the Investment Advisory Committee never precede an opinion of the
Committee to the WPO Directorate and a reasonable response period from the WPO Directorate to
the Committee
At any time the Investment Advisory Committee has the capacity to produce opinions and public
statements in relation to its missions regardless of the opinions and public statements of the WPO
Directorate stakeholders of the
GreenToken Project of changes in the Project or significant elements affecting it The information
provided by the Committee is true factual and complete
At least once a year the Committee publishes on the WPO website (wwwwpoeu) an activity report
of the GreenToken Project over the past period supported by the report of the Statutory Auditor
specific to the management of tokens over this period (see Section Statutory Auditor) This activity
report informs the public of the issuance sale and stocks of GreenTokens (including self-held tokens)
and GoCert certificates and the use of invested funds
The Investment Advisory Committee has authority over the Community actions that will be
undertaken as soon as the Target Amount (Target) has been exceeded (See Figure 24) These actions
are not-for-profit investments in local community or participatory initiatives in support of the Energy
Transition
The Investment Advisory Committee has authority on deciding the Exchange Value in the event of
listing on several Digital Asset exchange platforms (see Section Exchange Value)
The Investment Advisory Committee also intervenes during the subscription period and at the end
of the Public Token Offering
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During the subscription period of the Public Token Offering the Committee oversees subscriptions
and verifies the interim calculations of the Amount Effectively Collected by WPO
At the close of the Public Token Offering
bull The Committee verifies the final calculation of the Amount Effectively Collected by WPO and
in the person of its chairman puts its sign
a public declaration
bull The Committee in the person of its chairman conducts the due diligence required for the
opening of the escrow accounts or where applicable repays funds to the subscribers
Founder members
Chairman
bull [A civil society personality independent of WPO will be appointed before the Public Token
Offering]
Members WPO Professionals
bull Alexandre Bertrand Manging Director Digitalisation and Data - Linkedin
bull Youri Pasquier Information Systems Director - Linkedin
bull Alban Jehu Technical Product Manager Optimisation amp Innovation Group - Linkedin
Members Independent Experts
bull Imtiaz Adam Founder and Director of the Machine Learning Department at Deep Learning
Strategies Ltd - Linkedin
bull Philipp Schulden COO of the Frankfurt School Blockchain Center (FSBC) - Linkedin
Members WPO clients GreenToken subscribers
bull AREAM Renewables (1 member) - Markus Voigt - Linkedin
bull GOODYIELDS CAPITAL (1 member) - Christian Auer - Linkedin
72 Subscribers to whom the offer is addressed and any restrictions
For the Public Token Offering priority is given to natural and legal persons residing in France
individuals associations professionals companies or communities etc wishing to access the goods
and services offered today and in the future by WPO and the GreenToken Network
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America
No action has been taken or will be taken by WPO to obtain any licence authorisation visa approval
or other form of authorisation prior or subsequent from any foreign authority for WPO GreenTokens
Authorisation
the dissemination of all or part of this Information Document in a country or jurisdiction where such
an Authorisation is required Accordingly GreenTokens may not be offered or transferred directly or
indirectly nor may this Information Document or any circular prospectus presentation advertising
or other offering material concerning the GreenTokens may be distributed in whole or in part from
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or to a destination or published in a country or jurisdiction where such action is prohibited or for
which such Authorisation is required for WPO the Information Document andor the GreenTokens
In this regard WPO has not taken any action to allow the GreenToken Public Offering or the
distribution of the Information Document in a jurisdiction other than France In addition no one is
permitted to disclose information or make statements regarding the issuance or sale of GreenTokens
other than that contained in the Information Document
Accordingly whether directly or indirectly GreenTokens will not be offered or sold and the
Information Document and any other document relating to the Public Token Offering may not be
distributed or published in any other jurisdiction that requires such an Authorisation for WPO andor
of the GreenTokens A description of some of these restrictions on the offer and sale of GreenTokens
and the distribution of this Information Document is provided in PART 9 - APPLICABLE LAW
RESTRICTIONS AND JURISDICTION
The subscription of GreenTokens implies in particular an undertaking is given to WPO not to transfer
GreenTokens andor the Information Document in countries requiring an Authorisation In addition
the subscription agreement implies a commitment to stipulate in any contract for the transfer of
GreenTokens to a third party for the benefit of WPO that the beneficiary of this transfer will not
transfer GreenTokens andor the Information Document in countries requiring an Authorisation for
GreenTokens andor for the dissemination of all or part of this Information Document
8 GreenToken Project Business Plan
81 Our objectives at a glance
Figure 19 5-year growth objectives
Objectives 2019 2020 2021 2022 2023 2024 TOTAL
GROW GW 5 7 9 19 72 216 216
TWh 10 13 16 36 149 435 660
SCALE-UP Team 73 77 87 88 154 209 209
CASH EUR (millions) 6 8 9 16 42 107 189
Cumulatively over five years we intend to
bull GROW oversee a portfolio of 216 gigawatts and certify 660 terawatt hours of production
through Our new certified goods and services
bull SCALE-UP employ 209 professionals among the most experienced and passionate
professionals in the sector
bull CASH generate 189 million euros in revenue and cash flow from the sale of GreenTokens to
finance all of the above transactions The funds collected during the Public Token Offering
(assuming the Target Amount is reached) are factored in for 2020 and 2021
The Public Token Offering is the real lever of launch of the GreenToken
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82 Timeline
With the onset of digitalisation WPO acquires vast amounts of Production Data from renewable
energy sources and monetises this data through Blockchain technology and Artificial Intelligence
Figure 20 Timeline
83 GreenToken Project Timeline
Initiated in the winter of 2018 the GreenToken Project was developed with the support of our clients
our supervisory authorities and our partners across Europe
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access the Production Data the ability to sell GoCert certificates and GreenTokens have been
validated
A Private Token Sale has been under way since April 2019 and the Public Token Offering is expected
between September and November 2020 The aim is to deliver the GreenTokens and complete the
Listing of the Tokens by the end of 2020 and to deliver the Minimum Viable Consortium of the GoCert
certificate and issue the first GoCert certificates in 2021
Figure 21 GreenToken Project timeline
2018 January Launch of the GreenToken Project
June Proof of Concept (POC) of GoCert certificates and GreenTokens with DAG
technology
July Administrative approval by the French Directorate-General for Energy and
Climate (DGEC)
August Administrative approval by the Swedish Energy Agency
(Energimyndigheten)
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September Vote at first reading of the PACTE law governing in particular the regime
for public token offerings in France
December Tax validation by the Tax Legislation Directorate (DLF)
2019 January
Administrative approval by the DG for Competition of the European
Commission
February Administrative approval by the DG for Energy of the European Commission
April First Private Sale of GreenTokens through simple Vesting to a French buyer
May - Promulgation of the PACTE law governing ICOs in France
- Sale of the first GoCert certificates to F2A
June Administrative approval by the Irish Department of Communications
Climate Action and Environment (DCCAE)
July 900 megawatts supervised by WPO secured under the Services-For-Data
contract model
August
- First Private Sale of GreenTokens through annualised Vesting over ten
years in France Germany Finland Italy and Sweden for wind and solar
power plants
- First gigawatt serviced by WPO and secured under the Services-For-Data
contract model
October First Private Sale of GreenTokens through simple Vesting to German
institutional buyer
November
- First Private Sale of GreenTokens through annualised Vesting over five
years in the United Kingdom for a wind power plant installation
- Audit of the WPO order book by the Statutory Auditor
December Security audit of WPO Information Systems
2020 January
fully subscribed in less than 24
hours
April Security audit of the Distributed Ledger Technology (DLT) - underpinning
GreenTokens
May - Obtention of the optional visa ICO20-189 from the AMF
- Opening of the reservation of GreenTokens
July parametering in compliance with the
provisions contained in this Information Document
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August Proof of Concept (POC) of the GoCert certificate under Tezos technology
September Opening Tuesday 8 September
October Public Token Offering (See Time frame of the Public Token Offering)
November
Closing Thursday 12 November
- Publication of the result of the Public Token Offering
- Issuance of the GreenTokens and if applicable cancellation (destruction)
of unsold GreenTokens
December
- Attribution of GreenTokens to subscribers
- GreenGreenToken listing
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
2021 March
- Delivery of the Minimal Viable GoCert Consortium
- Issuance of the first GoCert certificates
Figure 21 GreenToken Project timeline
See also Sections Time frame of the Public Token Offering and GreenTokens time frame of use
84 Milestones
Technical In 2018 and 2019 our Blockchain-pilot produced 110000 GoCert1 certificates representing 110
gigawatt hours of green electricity production from ten wind sites in France We secured the ability
to issue around 15 million GoCert1 certificates representing 1500 gigawatt hours from nearly 200
wind and solar photovoltaic sites operating in 7 European countries
Figure 22 Example GoCert certificates produced by WPO
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In 2020 we doubled this ability to issue GoCert1 certificates to reach a volume of 3000 gigawatt
hours We produce proof of concept of the GoCert certificate in PoS technology (eg Tezos)
Regulations The GreenToken Project is intended to operate in all countries where WPO already services wind and
solar power plants regardless of the outcome and where applicable the terms of Brexit (see Section
Legal and regulatory aspects specific to WPO or the GreenToken Project)
In particular the Competition Directorate of the European Commission has informed us that
Furthermore we are expanding our consultations with the administrations of each Member State of
the European Union based on the progress of our commercial deployment
Taxes We received a statement (tax rescript) from the Tax Legislation Directorate of the French Ministry of
Economy and Finance approving our proposal to process VAT on GoCert certificates and
GreenTokens for WPO and their buyers See Section Tax regime applicable to the holding of
GreenTokens in France for French subscribers)
Accounting The sales of GreenTokens recorded in 2018 and 2019 were certified by the Statutory Auditor as part of
its audits of the WPO financial statements (see Section
accounts)
Sales More than 1000 megawatts of new Services-For-Data mandates were signed in a year and a half with
for example the producers AALTO POWER BALLAMAN ENERGIE PARTAGEE and TOTAL QUADRAN
(TOTAL group)
Today Services-For-Data is deployed in seven countries (France Germany Finland Ireland Italy the
United Kingdom and Sweden) for all types of wind and solar photovoltaic installations
Our first GreenTokens were sold for example to EacuteNERGIE PARTAGEacuteE a subsidiary of the alternative
green energy supplier ENERCOOP to the local community
infrastructure funds AREAM RENEWABLES and GOODYIELDS CAPITAL and to the UK local
community producer WINDCLUSTER The total amount of commitments to purchase GreenTokens
thus contracted is 16 million over the period 2020-29 The contract model used is the standard
contract for the sale-purchase of GreenTokens through simple or multi-year Vesting
to WPO and
participate in the WPO certificate system without affecting their entitlement to receive
European Commission Directorate-General for Competition (Unit B2 - State aidEnergy
and Environment) on 25 January 2019 (Email)
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Other institutional clients of WPO have signed options to purchase or have expressed intentions to
purchase GreenTokens For example the German infrastructure fund PRIME CAPITAL and Irish fund
NTR The total amount of options for the sale-purchase of GreenTokens is 14 million over the period
2020-29
9 Fees related to the Public Token Offering
WPO has financed the GreenToken Project for two years using self-financing and short-term debt
bull In 2018 WPO self-funded the launch of the GreenToken Project for an amount of 361457 for
875 of Private Token Sale
bull In 2019 WPO self-funded the GreenToken Project for an amount of 204096 for 216271 of
Private Token Sale
bull In January 2020 WPO completed a bond issue14 of 600000 which was fully subscribed in
less than 24 hours as part of a crowdfunding facility for among other things pre-financing
the development of the GreenToken and the Minimum Viable Product of the GoCert
certificate
Part of the funds received from the Public Token Offering will cover these costs (see Section Allocation
of funds and Digital Assets collected)
14 The bond issue to accelerate WPO Innovation launched on the crowdfunding platform LENDOSPHERE (wwwlendospherecom) wwwlendospherecom under the reference P1531 in January 2020 (Source)
The sale of GreenTokens effectively invoiced and paid for in 2019 amounted to 216000
plus a total contracted purchase amount of 16 million and purchase options of
14 million over the 2020-29 period to be delivered from the Reserve
All the GoCert certificates issued in 2018 were sold to French company F2A at the
exchange rate of four GoCert certificates for one GreenToken (ie 110000 GoCert
certificates for 27500 GreenTokens)
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10 Allocation of funds and Digital Assets collected and
use of self-held tokens
101 Use of self-held tokens
- e GreenTokens attributed to WPO as part of the Project
when the tokens are issued and allocated to the Reserve together with the GreenTokens that WPO
buys back
The governance of self-held tokens and the information to the public of their use comes under the
Obligations and capacities of the Committee
Use of the GreenTokens Reserve Part of the GreenTokens issue is allocated to the Reserve The Reserve holds the initial amount of
GreenTokens defined in the Section Allocation structure plus any unsold tokens from the Private
Token Sale
This Reserve held by WPO is intended to meet the demand for GreenTokens of the Services-For-
Data long-term buyer category The price of WPO services is set at the market value in legal tender
currency and the price of the GreenToken is set at its Nominal Value
In the event of a lack or excess of liquidity of the GreenTokens WPO will act reasonably and may use
the Reserve to at its discretion and after giving notice to the Investment Advisory Committee
purchase and sell GreenTokens
When a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled As a
result the Reserve is expected to run out within 5-10 years (see Section Organise the expiry of
GreenTokens)
Redemption of GreenTokens by WPO Anyone - historic or new client data holder or not - will be able to exchange their GreenTokens for
WPOs new goods and services
It will be possible to pay in whole or in part for the goods and services in legal tender currency andor
with GreenTokens at their Utility Value
Thus on the date of invoicing by WPO and
bull before the Token Listing the Utility Value is equal to the Nominal Value ie one (1) euro
bull after the Token Listing the Utility Value will be the lower of one (1) euro and the Exchange
Value as illustrated in Figure 23 below
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Figure 23 Redemption of the GreenToken by WPO at Utility Value (non-contractual example)
Finally when a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled
(see Section Organise the expiry of GreenTokens)
102 Allocation of funds and Digital Assets collected
Highly innovative the success of the GreenToken Project requires strong commercial investment
Figure 24) and of course technological investment (see
Figure 24) for at least 24-36 months
To support the growth of its Data Lake WPO must quickly recruit new staff to work in its historical
Figure 24) while GoCert certificate sales will only begin once the
governance of the GoCer Figure 24)
Our new certified goods and services are promoted by a sustained marketing and communication
strategy (se Figure 24)
The Project Management and Legal Works undertaken and Financial Costs incurred associated with
all the transactions represent the overheads of the GreenToken Project (see the corresponding three
lines Figure 24)
Finally Community actions will be undertaken as soon as the Target Amount (Target) has been
Community a Figure 24 These Community actions are not-for-profit
investments in local community or participatory initiatives in support of the Energy Transition They
are placed under the authority of the Investment Advisory Committee
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Figure 24 Allocation of funds and Digital Assets collected according to the amount reached
AMOUNT COLLECTED
USES
SOFT-CAP
15m
TARGET
5m
HARD-CAP
10m
Business Development
To enable the deployment of Data Services and the GreenToken Network on a large scale
25 29 25
Technology
For the development and implementation (Design Build Test Deploy) of DLTs underpinning the issuance of GreenTokens and GoCert certificates
25 20 15
Recruitment
siness activities 25 20 20
Governance
To create and then frame (Plan Launch Articulate) the GoCert Consortium within the meaning of its governance - on-chain (directly executed by the code and Smart Contracts) - off-chain (executing in committees between founding players)
5 10 5
Marketing amp Communication
To promote and enhance the value of GreenTokens and GoCert certificates 5 10 10
Legal Works
5 5 4
Project Management
For the Project management including the Strategic Committee Investment -ordination of the
GreenToken Network
5 5 4
Financial Costs
Interest fees and commissions due in respect of the financing
exchange risk part of the bond issue carried out in January 2020 and the escrow and Lock-up fees associated with the public offering
5 2 2
Community actions
Non-for-profit investments purpose in local community or participatory initiatives in support of the Energy Transition representing 15 of the amount collected from the first euro beyond the Target Amount (Target) when the Tokens are offered to the public
0 0 15
If the Target Amount (Target) is reached the detailed allocation of funds and Digital Assets collected
during the Public Token Offering breaks down as shown in Figure 25 on the next page
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Figure 25 Allocation of funds and Digital Assets collected in euros (where Target Amount is reached)
Financial requirements for the development of the Project and any financing
already obtained
Figure 26 details the funding needs and corresponding resources (already obtained or to be obtained)
in the event that the Target Amount is reached
Figure 26 GreenToken Project Funding (where Target Amount is reached)
NEEDS EUR
(thousands) RESOURCES
EUR (thousands)
Business Development 1500 Self-Financing (including Private Token Sale)
566
Technology 1030 Grant public support 0
Recruitment 1030 Public Token Offering (ICO) 5000
Governance 500
Marketing amp Communication 500
Legal Works 250
Project Management 250
Financial Costs 100
Repayment short-term debt 600 Short-term debt (Lendosphere crowdfunding) 600
Contingencies (7 ) 406 Other liabilities 0
TOTAL (NEEDS) 6166 TOTAL (RESOURCES) 6166
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PART 3 - RIGHTS AND OBLIGATIONS ATTACHED TO
GREENTOKENS
1 The GreenToken
The token offered in the public offering is the GreenToken and its code is GTK
Figure 27 GreenToken logo
11 Rights and uses of the GreenToken
The holding of GreenTokens that correspond to the classification of Utility Tokens within the meaning
of article L54-10-1 1deg of the CMF entitles their holders to acquire the certified goods and services of
WPO and the GreenToken Network This right if exercised enables holders to exchange their
GreenTokens for GoCert certificates
Figure 28 Use of GreenTokens
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GreenToken Network A network of professional partners engaged in the operation and optimisation of the energy sector
and that accept GreenTokens is being established It is the GreenToken Network
To date and subject to the success of the public offering the members of the GreenToken Network are
bull AREAM RENEWABLES Infrastructure Fund owner of wind and solar power plants
bull BCS ASSURANCES insurance broker
bull DREHPUNKT software solutions editor
bull ENDIPREV independent maintenance
bull ENRSUR insurance broker
bull GOODYIELDS CAPITAL Infrastructure fund owner of wind and solar power plants
bull SYNERIA independent technical advice
bull TALVEG WIND independent maintenance
bull WIND CLUSTER independent producer
bull WPO asset management for third parties and independent technical advice
The interest for professionals in joining the GreenToken Network is to expand their client base and
volume of business with GreenToken holders through a fit-for-purpose and innovative tool and to
access using GreenTokens the resources of other members of the Network (see Section GoCert1 -
enhanced technical expertise)
Practically a member of the GreenToken Network submits a quote to its client in euros The
client places an order with it The member renders the service and bills for it Its client must
hold (and if necessary acquire) all or part of the value in GreenTokens which will be used for the partial
corresponding GoCert certificates by WPO (See Section Redemption of GreenTokens by WPO)
It will be possible to pay in whole or in part for the goods and services in a currency that is legal
tender andor with GreenTokens at their Utility Value
In exchange for the GreenTokens the member has received it will be able to access the goods and
services of the other GreenToken network members including WPO finally if necessary it will be
able to resell its GreenTokens to the secondary market (see Section GreenToken listing)
Subject to sufficient liquidity of the GreenToken the GreenToken Network is the enabler for the
expansion of the business model (or Tokenisation) launched by WPO and this also applies to its entire
professional ecosystem
Within 24 to 36 months of the Public Token Offering we expect the GreenToken Network to achieve
the maturity and diversity required to contribute significantly through the use of the GreenToken to
the acceleration of the Energy Transition
Difference between GreenTokens and GoCert Certificates GoCert certificates underpin Our new certified goods and services To acquire GoCert certificates it is
necessary to purchase GreenTokens
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Only GreenTokens are offered for public subscription under the Public Token Offering and will be
listed on a Digital Asset exchange platform
GoCert certificate Price WPO will apply a catalogue price for each type of GoCert certificate in euros and the buyer will have
the ability to pay for them with GreenTokens whose equivalent value in euros is the Utility Value
On the date of the Public Token Offering and for the year 2020 the price of a GoCert certificate is set
at 025 euros excluding tax which corresponds to the lower range of prices for comparable energy
certificates15
The price of each GoCert certificate sold or for sale in 2020 is fixed at 025 euros
Subsequently WPO may after a public declaration of the Investment Advisory Committee
periodically establish and if applicable revise the value of the GoCert certificate according to its type
(see Section Our GoCert) and market prices on the Certificate Markets
In addition to these prices transaction fees (eg issuance transfer custody andor execution of
certificates) and annual fees (eg admission to the register admission to tender registration of a
facility) are applied by WPO
12 GreenToken technology
GreenToken Distributed Ledger Technology The GreenToken is developed on the ERC20 protocol of the Ethereum network In particular it is
freely transferable to any person identified on the Ethereum network
Tradability To date more than four out of five initial coin offerings in the world (82 ) have been made on the
Ethereum network
The Sales Ether (code ETH) is listed on nearly 80 Digital Asset exchange platforms and accepted by
more than 400 trading places worldwide The daily volume traded in ETH is in the order of 14 billion
euros and the market capitalisation (marketcap) of Ethereum is in the order of 17 billion euros
making it the second most used cryptographic protocol after Bitcoin (code BTC)16
Energy consumption Electrical energy consumption related to GreenToken activity is of course an essential concern for
WPO
To date a transaction on the Ethereum network represents an electric consumption of around 29
kilowatt hours (kWh)
15 Source) 16 Figures shown on the Coinpaprikacom site on April 16 2020 at 2330 Paris time (Source)
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Ethereum plans to change its proof-of-work (PoW) algorithm to a proof-of-stake (PoS) algorithm
called Casper which is a significantly more energy efficient approach This change is announced for
2020
The Investment Advisory Committee will include in its annual report an estimate of the consumption
of electricity related to GreenToken activity using the Ethereum Energy Consumption Index
(Source) or equivalent index as reference indicator
Technology changes Technologies relating to the Distributed Ledger Technology (DLT) rapidly change so WPO reserves
the right to opt for a more energy-efficient technology provided all other performance indicators are
at least equivalent It cannot be ruled out that WPO decides to migrate to Tezos (code XTZ)17 in the
medium term
Any technology change assessment will be carried out by WPO and its advisers and will be subject
to the approval of the Investment Advisory Committee Technologies will be assessed mainly on the
basis of security criteria (IT geopolitical regulatory) performance (speed cost and energy
consumption) marketing (control conservation and token broking) and interoperability with the
GoCert certificate
The public will be informed in advance of such a project and the various communications will detail
the conditions for porting andor additional issuances of GreenTokens of one network or another and
the associated risks
13 Division of GreenTokens
GreenTokens can be divided into billionths ensuring better liquidity
Figure 29 Fractionation of GreenTokens
Fraction 0 1 2 3 4 5 6 7 8 9
Name GTK DGTK CGTK mGTK - - microGTK - - nGTK
Value 1 10-1 10-2 10-3 10-4 10-5 10-6 10-7 10-8 10-9
Prefix - deci- centi- milli- - - micro- - - nano-
14 Cancellation of GreenTokens
The GreenTokens allocated to the Public Token Offering and that remain unsold are cancelled
(destroyed) within eight days of the closing of the Public Token Offering
See also the Section Allocation structure and Section Redemption of GreenTokens by WPO
17 COINHOUSE 8 April 2019
(Source)
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2 Operating costs of the GreenToken
21 Subscription in currency that is legal tender
Subscribers subscribing to the GreenToken Public Offering in currencies that are legal tender bear
the costs associated with their subscription
The applicable fees are any fees and commissions applied by their own payment providers (banks
credit and payment card organisations foreign exchange agents etc) and the fees applied by the
operator of the EQUISAFE subscription platform These will be indicated at the time of confirming
the purchase of GreenTokens and will appear on the invoice issued for each subscription
22 Subscription in Digital Assets
Subscribers subscribing to the GreenToken Public Offering in Digital Assets bear the costs associated
with their subscription
The applicable fees are any fees and commissions applied by their own service providers (eg Digital
Asset exchange platforms brokers banks foreign exchange agents etc) underlying network fees
(Gas) and fees applied by the operator of the EQUISAFE subscription platform These will be indicated
at the time of confirming the purchase of GreenTokens and will appear on the invoice issued for each
subscription
23 Why does WPO not bear the subscription fee
By choosing the most accessible Minimum Subscription Threshold WPO is liable to pay fixed and
variable costs which combined would negatively affect the Amount Effectively Collected for the
GreenToken Project
As we want each subscription to have a useful impact on the Energy Transition we choose to leave
each subscriber to decide whether he or she agrees to help us by keeping the subscription costs at
his or her own expense
We also choose to apply a single subscription fee rule because for WPO subscriptions made in euros
Bitcoins or Ethers are of equal importance to the success of the GreenToken Project
24 Issuance of GreenTokens
The costs associated with the initial issuance and transfer of GreenTokens to their subscribers are
borne by WPO
These costs consist of any charges and commissions applied by the underlying network charges (Gas)
and the fees applied by the operator of the EQUISAFE subscription platform excluding fees and
commissions applied by the exchange platforms
brokers banks foreign exchange agents etc)
25 Lock-up of GreenTokens
If applicable the Lock-up custody fee is paid by WPO (see Section Conditions of custody of
GreenTokens held by subscribers
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26 Subsequent operation of GreenTokens
Once issued to subscribers GreenTokens do not incur any WPO fees
Third-party custody fees may apply according to the terms and conditions for the safekeeping of the
GreenTokens held by the subscriber
WPO informs subscribers that subsequent transaction fees will most likely be applied to the transfer
of GreenTokens by third parties involved in these transactions as is generally applied to the transfer
of Digital Assets
3 Previous GreenToken issues
No tokens have yet been issued by WPO
4 Rules and conditions for use and operation of
GreenTokens
41 Principles
The purchase or subscription of GreenTokens is subject to a number of conditions and in particular
bull eligibility conditions in relation to WPOs obligations to identify buyers or subscribers in the
context of inter alia the AML-CFT procedure and the due diligence obligations to which WPO
is subject and
bull Agreement
bull compliance with the General Terms and Conditions of Use of GreenTokens available on the
EQUISAFE site and to be accepted prior to the acquisition of GreenTokens
42 The Agreement
Regardless of the method of acquisition used (through the General Terms of Use or otherwise) the
subscriber or buyer of GreenTokens in the context of this Public Token Offering Buyer
required to comply with a number of obligations to ensure the security of the Project The purpose of
these obligations is to ensure security for everyone
Any subscriber or buyer in connection with the Public Token Offering is therefore invited to read
in particular the commitments below which will be in substance those which it must take in the
Agreement
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General commitments (a) The Buyer agrees not to distribute in any way whatsoever all or any part of the Information
Document in any country or jurisdiction where such distribution is prohibited or requires an
Authorisation for WPO the Information Document andor GreenTokens
(b) The Buyer agrees not to transfer in whole or in part regardless of the form or terms of such
transfer (assignment contribution donation other Transfer
GreenTokens or the rights attached thereto in any country or jurisdiction where such Transfer
is prohibited or requires the Authorisation of WPO the Information Document andor the
GreenTokens In particular but not exclusively the Buyer agrees not to transfer the
GreenTokens andor a right to a GreenToken to an
i any private person resident in the United States
ii any partnership or company organised or incorporated in accordance with US
law
iii any property of which the executor or administrator is an American citizen
iv any trust whose agent is a US citizen
v any agency or branch of a foreign company based in the United States
vi any non-discretionary or similar account (other than a trust or property) held by
a broker or other trustee for or on behalf of an American citizen
vii any discretionary or similar account (other than a trust) held by a merchant or
other trustee who is organised constituted or (if it is a natural person) resident in
the United States
viii a partnership or company if
(aa) it is organised or constituted in accordance with the law of a foreign
jurisdiction and
(bb) it is constituted by a US citizen primarily for the purpose of investing in
unlisted securities under the United States Securities Act of 1933
unless it is organised or established and held by accredited investors
who are not individuals trusts or real property
(c) The Buyer agrees not to initiate or participate in any legal action arbitration proceedings or
to make an application to any other dispute resolution body in France or abroad (i) against
WPO in the event of total or partial non-performance of the WPO Products non-deployment
or non-performance of the Project even if its GreenTokens have lost all or part of their value
provided that WPO has respected its duty of best endeavours of substantially putting in place
the Project in the form described in the Information Document andor (ii) in any event
against WPO affiliates (including senior executives and employees of WPO affiliates) agents
Other Persons
Identified Identified Persons
the Information Document
(d) The Buyer agrees not to Transfer (including acquiring selling transferring assigning even
free of charge) GoCert certificates for use in support of a commercial offer made by an
electricity supplier to its end consumers to show the share or quantity of energy produced
from renewable sources contained in this offer
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(e) The Buyer agrees to comply with French law and all applicable laws and regulations in each
jurisdiction in or from which heshe transfers a GreenToken a right to a GreenToken andor
all or part of the Information Document or if the foregoing is transferred to himher
(f) The Buyer agrees to return the Information Document to WPO who shall be entitled to
request its return at any time The Information Document and its content may not be
reproduced or used in whole or in part or disclosed by the Buyer to a third party other than
its legal financial or tax adviser provided that they are themselves subject to the same
Specific commitments The mechanism below known as
purchasing GreenTokens to ensure that the commitments it makes to the Identified Persons are also
made by the buyer to whom it transfers GreenTokens The purpose of this mechanism is to secure
the entire GreenToken ecosystem
(a) The Buyer agrees to stipulate as stipulator in accordance with the provisions of article 1205
of the French Civil Code to any person to whom it transfers a GreenToken or a right to a
Transferee ) in the capacity of promisor for the benefit of each Identified
Person as a beneficiary of this stipulation for the benefit of third parties that the Transferee
irrevocably
i undertakes the same commitments as those undertaken by the Buyer under this
Sect
benefit of the identified Persons and
ii makes the same representations as those made by the Buyer in the Agreement
for the benefit of the Identified Persons
the Stipulation
(b) the Buyer as stipulator waives its right to revoke this provision at any time
(c) the Buyer acknowledges as stipulator and WPO acting as a beneficiary for its own benefit as
well as that of all other beneficiaries that the Stipulation becomes irrevocable between the
Buyer as stipulator and the Persons identified as beneficiaries on the date of this Agreement
(d) the Buyer agrees that each Transferee expressly waives its right of revocation of any of its
and conditions of
token or a right to a GreenToken
Indemnification The Buyer agrees to indemnify upon first request any Identified Person for all damages liabilities
compensation financial losses costs disbursements and direct or indirect damages that such
Identified Person has suffered as a result of any breach by the Buyer of such general andor specific
commitments
Subject to the foregoing the Buyer agrees to indemnify the Company in the event of gross
negligence or wilful misconduct under the Agreement
These provisions shall survive termination of the Agreement for a period of ten (10) years
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43 General Terms and Conditions of Use
The General Terms and Conditions of Use set out the terms and conditions of use of the site for the
purchase of GreenTokens The General Terms and Conditions of Use will be available on the
EQUISAFE and WPO websites at the Creation of the User Account stage
5 System on which GreenTokens will be registered
The description of the Distributed Ledger Technology (DLT) on which the GreenTokens will be
registered is specified in the Section GreenToken technology and in the Section PART 6 - TECHNICAL
TERMS AND CONDITIONS FOR THE ISSUE OF GREENTOKENS
6 GreenTokens time frame of use
61 Issuance
The GreenTokens will be issued on the business day following the Publication of the outcome of the
Public Token Offering if the Minimum Amount (Soft-cap) has been reached in accordance with the
Time frame of the Public Token Offering
62 Use
Initially WPO will accept GreenTokens issued as a means of exchanging its new certified goods and
services immediately after the of the Section
GoCert1 - enhanced technical expertise)
We are currently establishing a network of partners of our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchange for their own goods and
services
63 GreenToken listing
The listing of the GreenToken is already pre-secured18 on the French Digital Asset exchange platform
SAVITAR (wwwsavitario)
Subject to the minimum amount (Soft-cap) being reached the first Listing of the Token is scheduled
for the day after the date of publication of the results of the Public Token Offering
Subject to sufficient liquidity the GreenTokens will then be exchangeable between participants
against the other Digital Assets or currencies listed on the platform The Exchange Value will depend
on the level of supply and demand
The conditions for admission of participants and the operation of the Digital Asset exchange platform
are specified on the website wwwsavitario Prior to any use of its services it is important to refer to
the terms and conditions of use of SAVITAR
18 According to the letter of intent signed between WPO SAS and Exchange SAS on 11 February 2020
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7
accounts
71 Monitoring of the token issue using the accounting annex as per
French gaap
The GreenTokens will be issued on the day following the publication of the result of the Public Token
Offering if the Minimum Amount (Soft-cap) has been reached At this time we will proceed with
allocating the GreenTokens shown in the Section Allocation structure according to the following
eight steps which will be included in the notes to the financial statements
Issue of the Quantity
Step 1 Issue of the Quantity of GreenTokens (15 million tokens)
Allocation in connection with the Public Token Offering
Step 2 Deduction of the [X] GreenTokens subscribed for in the Public Token Offering (maximum allocation of 11 million tokens)
Step 3 Destruction of the non-subscribed GreenTokens of the allocation for the Public Token Offering (= 11 million tokens - [X])
Allocation to the Reserve
Step 4 Deduction of the 3 million GreenTokens allocated to the Reserve
Allocation for the Private Token Sale
Step 5 Deduction of the [Y] GreenTokens subscribed for the Private Sale (maximum allocation of 900 thousand tokens)
Step 6 Allocation of non-subscribed GreenTokens to the Reserve (= 900 thousand tokens - [Y])
Allocation for the free distribution to WPO employees
Step 7 Deduction of the [Z] GreenTokens distributed for free to WPO employees (maximum allocation of 100 thousand tokens)
Step 8 Allocation of undistributed GreenTokens to the Reserve (= 100 thousand tokens - [Z])
72 Monitoring subscriptions through accounting
The GreenTokens subscribed for shall be recorded in various recoverable liability accounts (EUR
account BT
counterpart for the Cryptocurrencies collected (account 5205)
During the Private Token Sale During the Private Token Sale accounting entries are made as and when sales occur 2018 and 2019
During the Public Token Offering During the Public Token Offering accounting entries are made on a weekly basis except in the following cases where the accounting entries are made on a daily basis (
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bull The first five days following the opening of the Offering to the Public bull The last five days before the closing of the Offering to the Public bull If applicable when approaching the Minimum Amount (Soft-cap) or the Maximum
Amount (Hard-cap)
Funds in currencies that are legal tender will be confined to the LEMON WAY Payment Service
Provider until as the case may be their payment to the Escrow Account of the UZES Financial
Custodian or their repayment
il where applicable
repayment
Collected funds in currencies that are legal tender and Cryptocurrencies will be recorded in an
aggregated manner (and not by subscriber) in WPO accounts
The cases of freezing of assets or rejection of a subscription shall be managed at the level of the
Custodians and no accounting entries shall be entered by WPO
GreenTokens taken to the Reserve not proposed for subscription will not be recorded under assets
but will be shown in the notes to the financial statements
At the end of the Public Token Offering
If the Minimum Amount (Soft-cap) is not reached
A deduction is made in the amount recognised in the various recoverable liability accounts with a
cash counterpart in euros or in Cryptocurrencies collected which is repaid (see Section Refunding of
Subscribers)
If the Minimum Amount (Soft-cap) is reached and up to the Maximum Amount (Hard-cap)
The amounts recognised as recoverable liabilities are transferred to deferred income which is then
the subject of a release of the escrow accounts and a transfer to the WPO accounts (see Section End
of subscription period and restitution)
If the Maximum Amount (Hard-cap) is exceeded
A deduction is made in the amount recognised in the various accounts of recoverable debts with an
excess cash counterpart in euros or an excess counterpart in Cryptocurrencies which is repaid (see
Section Refunding of Subscribers)
Use of GreenTokens in exchange for WPO goods and services
After the issue WPO will recognize on the liabilities side of its balance sheet the total amount of
services remaining to be provided in return for GreenTokens in the form of deferred revenue on
issued tokens The sale of goods or services will give rise to the issue of invoicing in euros which will
trigger the reversal of deferred products in return for the turnover of the number of GreenTokens
used The amount of reversal and turnover corresponding to the goods and services produced will be
equal to the number of GreenTokens used multiplied by the Subscription Price which will be
determined according to the FIFO method in application of article 619-7 of the regulations of the
Accounting Standards Authority (ANC) on the issuance and holding of tokens
At the end of the use by the bearers of the entire quantity of tokens issued in exchange for goods and
services the products recorded in advance will have been reversed
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PART 4 - RISK FACTORS
1 Economic risks
11 Risk of partial or total loss of investment
During the GreenToken Public Offering If the Public Token Offering does not meet its target (Non-
Achievement of Minimum Amount (Soft-cap)) subscribers will be fully reimbursed for the amounts
of their subscriptions less any transaction and commissioning costs related to transactions by which
funds are collected and held in escrow
After the GreenToken Public Offering To the extent that it is not certain whether the Project will be
carried out in whole or in part or even whether there will be any interest in the products and services
linked to the Project subscribers are advised that the value of the GreenTokens is not guaranteed
and can rise or fall even to zero Subscribers should not subscribe for GreenTokens if they are unable
to bear the consequences of such a loss
There is no guarantee that the Project will be fully or partially completed and more generally there
is no guarantee that subscribers will be able to resell their GreenTokens or that the GreenTokens will
enable them to obtain products or services other than those covered by the Project
12 Foreign exchange risk in particular to the Euro or any foreign
currency borne by the subscriber
The GreenTokens can only be subscribed for in euros Bitcoins or Ethers If the Public Token Offering
achieves its threshold target (Achievement of the Minimum Amount (Soft-cap)) then the
subscriptions thus made will be in whole or in part converted to reach and retain an amount in euros
equal or by default approaching at most the Minimum Amount (Soft-cap) Subsequent conversions
could be deferred pending a favourable exchange rate and the Project could in whole or in part be
delayed accordingly
The subscriber alone bears the cost and risk of converting the value of hisher subscription from a
currency(ies) that are legal tender or from Cryptocurrency(ies) to the subscription currency or
Cryptocurrency(ies) ie euros Bitcoins or Ethers
If the Public Token Offering achieves its threshold target (Achievement of the Minimum Amount
(Soft-cap)) the risk of a change in the exchange ratio to euros of the Digital Assets collected in Bitcoin
and in Ether between the subscription value date and the closing value date of the offering is borne
by the subscriber This means that the number of GreenTokens specified when subscribing in
Cryptocurrency (BTC or ETH) may differ from the amount of GreenTokens effectively exchanged with
it on the closing date of the offering
Example If on the subscription date 1 Bitcoin is worth 1000 euros and 1 GreenToken is worth 1 euro
(non-contractual values indicated to simplify without any applicable charges or commissions)
- If at the close of the offering to the public 1 Bitcoin is still worth 1000 euros the
subscriber will obtain 1000 GreenTokens
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- If at the close of the offering to the public 1 Bitcoin is worth no more than 500 euros the
subscriber will ultimately obtain only 500 GreenTokens
- If at the close of the offering to the public 1 Bitcoin is worth 2000 euros the subscriber
will ultimately obtain 2000 GreenTokens
Similarly in case of repayment repayments are made in the legal tender currency or in the
Cryptocurrency used for subscription either euros Bitcoins or Ethers The risk of a change in the
exchange ratio to euros of currencies that are legal tender (other than the euros) or of Digital Assets
(other than Bitcoins and Ethers) between the subscription value date and the refund value date is
borne by the refunded subscriber
13 Risk associated with the valuation of tokens
ter alia correlated to the value of the services and products
included within the framework of the Project and to the Exchange Value
services and products offered by
professional partners) In the event of the insolvency liquidation or dissolution of WPO (or of the
professional partners of the GreenToken Network) the Utility Value of the GreenTokens could
become zero
The Exchange Value of the GreenTokens for legal tender currencies or for Digital Assets is correlated
to the supply and demand on the Digital Asset exchange platforms
WPO assumes no responsibility for the exchange purchase or resale of GreenTokens on the Digital
Asset exchange platforms
14 Secondary market absence risk
GreenTokens are Utility Tokens that are included in a new class of digitalised assets These assets are
described as Digital Assets within the meaning of the PACTE law In view of the lack of maturity of
the market for the Utility Tokens in France and the rest of the European Union as well as in most
geographical areas of the world the application for the GreenTokens to be listed on the Digital Asset
exchange platforms may not be accepted Thus no assurance can be given as to the existence of a
secondary market
If a secondary market for GreenTokens develops this market may not be liquid As a result
subscribers may not be able to sell their GreenTokens easily or at prices that would provide them with
a valuation gain comparable to similar investments benefiting from a developed secondary market
15 Risk of GreenToken market volatility
There is a strong likelihood of volatility in the GreenToken market due to factors inherent to
GreenTokens and to external factors For example the market value of GreenTokens is likely to be
strongly correlated with the value of the main Cryptocurrencies Also in the event of volatility the
market value of GreenTokens could be less than the value of the services to which they give access
or the Subscription Price discounted or not of the GreenTokens
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16 Risk related to the commitments of the subscriber
The subscriber of GreenTokens is subject to a number of obligations In particular the purchase of
GreenTokens requires the purchasers whether following the subscription of the GreenTokens or their
purchase to undertake to (i) not transfer them to purchasers in jurisdictions requiring an
Authorisation for WPO GreenTokens or for the Information Document and (ii) that the persons to
whom they transfer the GreenTokens make the same type of undertaking to WPO and to the other
Identified Persons The subscriber bears the risk of having to indemnify WPO and more generally
the Identified Persons in the event that the transferee fails to respect such an undertaking
17 Risk associated with the use of GoCert certificates
GoCert certificates cannot underpin a commercial offer that an electricity supplier makes to its end
consumers to show the energy contained in the offer is produced from renewable sources
2 Technological risks
21 Risk of errors or security flaws allowing for hacking or theft of the
issuance platform
Hackers or other malicious or criminal groups or organizations may attempt to interfere with the
WPO Information Systems the platform managed by EQUISAFE on behalf of WPO or the
GreenTokens in several ways including but not limited to service denial attacks Sybil attacks
spoofing malware attacks or attacks based on consensus or theft of WPO identification information
In order to reduce these risks Cybersecurity and detection systems for technical malfunctions are
put in place
22 Risk of loss or theft of the vate key
Any subscriber of GreenTokens that holds their GreenTokens in safe keeping themselves must be
careful not to disclose their private keys Any third party who has access to private keys including by
accessing the connection IDs of an electronic wallet or of a vault service used by a token carrier (the
Wallet could steal the GreenTokens andor hack the Wallet
Similarly any subscriber of GreenTokens can only access their Wallet by using their personal
identification information The loss of such identification information could result in the impossibility
of accessing or using the GreenTokens Theft of this identification information could result in the theft
of the GreenTokens In fact any third party who obtains access to the identification information or
s
In order to minimize this risk subscribers must protect themselves against persons who access their
electronic devices without authorisation It is also recommended that the subscribers of GreenTokens
securely store their identification information in one or more separate location(s)
23 Risks related to the monitoring and safeguard of Digital Assets
Despite the efforts made by the COINHOUSE Depository the holding accounts and escrow accounts
(as indicated in Figure 40) allowing the Cryptocurrencies collected in connection with the Public
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Token Offering to be held in escrow are vulnerable to attacks as well as sudden and significant
fluctuations in value Any successful attack or significant fluctuations in value poses a risk to the
subscribers of GreenTokens of losing part or all of their funds
24 Risks linked to the Distributed Ledger Technology (DLT) on
which GreenTokens are registered and the platforms on which
GreenTokens can be exchanged
Consensus algorithms are essential to maintaining the integrity and security of a Cryptocurrency
network They provide the distributed nodes with a means of reaching an indisputable consensus on
the Blockchain register
The Proof of Work (Pow) consensus algorithm is considered one of the most effective solutions
against consensus attacks such as the 51 attack (or majority attack) or other Byzantine attacks Not
only because the network is decentralised but also because the high costs associated with the
mining process make activity by miners with the aim of disrupting the network unlikely Any
successful attack poses a risk to the subscribers of GreenTokens of losing all or part of their funds
A security audit of subscription platform and a compliance audit of the subscription and
issuance process with this Information Document will be carried out by the opening of the Public
Token Offering
Similarly the SAVITAR Digital Asset exchange platform has initiated a continuous security campaign
on the YOGOSHA platform since January 2018 No security flaws have been reported for several
months showing a level of security consistent with current best practices
It is specified that CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario)
provide or could provide one or more services concerning Digital Assets listed in article L 54-10-2 of
the French Monetary and Financial Code Consequently it cannot be ruled out that
CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario) will have to be
registered with the AMF and that the conditions for this registration will not be met Where
applicable WPO may be required to use the services of another exchange platform previously
registered with the AMF The subscriber may have to ensure compliance with these conditions in the
event of a change of platform
However there may be a risk of malfunction inherent to any computer programme and despite the
checks carried out by WPO or its partners a technical failure remains possible The same
considerations should be taken into account in the event of a migration to another Distributed
Ledger Technology (DLT)
3 Risks linked to the Project
31 Risk asso
on the Project or any event that may impact the Project
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Annual Report of the Statutory Auditor specific to the management of tokens over the year In the
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event that the Committee is unable to publish the report the WPO Directorate would take over its
communication obligations until such time that the Committee can resume its work Also the risk
associated with the lack of regular communication by the issuer on the Project or any event that may
impact the Project is low
32 Risk of failure in the launch or technical and operational
development of the Project
The GreenToken is designed to be a service token (Utility Token) to obtain goods or services offered
by WPO in connection with the Project and in particular private production certificates (GoCerts) to
be issued by WPO in connection with the Project The issuance of the GreenTokens and their sale by
WPO is thus intended to enable the Project to be carried out There is no certainty that WPO will be
able to implement the Project under the terms set out in the Information Document or even if the
Project as such will be implemented WPO being bound only by an obligation of best endeavours
for its implementation WPO disclaims any liability and provides no
assurance as to the accuracy and reliability completeness or timeliness of the services offered by
WPO or the results obtained from the use of these services Any change or new fact likely to have a
significant influence on the investment decision of any potential subscriber that occurs between the
AMFs approval and the closing of the offering must be described in an amended information
subscribers with prior information pursuant to article L 552-6 of the CMF and specified in the AMF
Instruction 2019-06 the Project may at any time evolve according to what WPO considers to be in its
best interest in order to implement the Project as set out in the Information Document andor as it
may or may have evolved
33 Risk of material modification of the Project and of rights attached
thereto
We do not anticipate a change in the rights attached to GreenTokens regardless of (i) the commercial
commitments made and (ii) the expected changes in renewable energy development Thus without
change in the laws and regulations in France the GreenTokens once they have been issued will
continue to give access to GoCert Certificates However no assurance can be given as to the adoption
of a European Union text harmonising the legal qualification of Digital Assets and which could have
an impact on the current qualification of GreenTokens and related rights WPO excludes any liability
that such an event could have on the recognition of rights and the value of GreenTokens
34 Risks related to the requalification of the scope of the offering from
the point of view of consumer law
If a court considers that under the consumer law it is not an offering of digital content not supplied
on a material medium but rather a financial service the waiver of the right to withdraw as provided
for in connection with the offering may not meet the legal conditions
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35 Risks related to the lack of visibility on the regulations applying to the
offer of tokens in all jurisdictions in which the tokens will be offered as well
as the taxation applying to the token subscribers
The terms and conditions of offer sale and taxation of GreenTokens are governed by French law in
force on the date of this Information Document and in particular by the provisions of the PACTE Law
for marketing on French territory
No assurance may be given as to the consequences of any court or administrative decision or
amendment of French laws or regulations after the date of this Information Document Such a
decision or change may have a medium to high negative impact on subscribers and have an adverse
effect on the value of GreenTokens
WPO also disclaims any liability for the adoption of a European Union text harmonising the legal
qualification of Digital Assets which may have an impact on the current qualification of GreenTokens
and rights attached thereto
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PART 5 - CHARACTERISTICS OF THE TOKEN OFFERING
1 Number of GreenTokens to be issued
11 Quantity
The Quantity of GreenTokens is set at fifteen (15) million tokens
12 Allocation structure
bull Eleven (11) million GreenTokens are allocated to the Public Token Offering Unsold tokens will
be cancelled (see Section Cancellation of GreenTokens)
bull Three (3) million GreenTokens are allocated to the Reserve held by WPO and planned to
satisfy the mandatory demand for GreenTokens (see Section Our Services-For-Data)
bull Nine hundred thousand (900000) GreenTokens are allocated to the Private Token Sale
Unsold tokens will be placed in the Reserve
bull One hundred thousand (100000) GreenTokens are allocated to the Free distribution of
GreenTokens to WPO employees
Figure 30 GreenTokens allocation
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2 Amounts of the issue
21 Expected Amounts
The objectives of the issue for the Public Token Offering are as follows
Figure 31 Expected amounts of the issue
22 Amount Effectively Collected
At the end of the public offering the Amount Effectively Collected is determined as follows
bull The exchange ratios of the BTCEUR and ETHEUR pairs are recorded by the bailiff one hour
after the closing of the subscription
bull The amount in euros and the number of Digital Assets (BTC and ETH) effectively received on
the custodians escrow accounts shall be recorded by the judicial officer on the sixth working
day at 2pm after the closing of the subscription
bull Based on these findings the Amount Effectively Collected is (i) calculated by WPO (ii)
certified by the Statutory Auditor and (iii) published by the Chairman of the Investment
Advisory Committee at 4pm on the same day (See Section Time frame of the Public Token
Offering)
currencies that are legal tender and the amounts in Digital Assets effectively received on the escrow
accounts of the Custodians up to and including the sixth business day (T+6) converted into euros at
the Exchange Rates applicable on date T The proceeds from the Private Token Sale are excluded
from this sum
23 Exchange Rate
The applicable Exchange Rates for conversions of Digital are the
exchange ratios traded at 100 am in the morning (Paris time) of the following day (T+1) recorded on
the Kraken Digital Asset exchange platform (Source) or equivalent
The Cryptocurrency collected will be converted to euros only after the Public Token Offering (see
Section
or foreign currencies)
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3 GreenToken Subscription Price
31 Subscription Price
The Subscription Price for the GreenToken is set at 095 euros
32 Minimum Subscription Threshold
The Minimum Subscription Threshold is set at 100 euros
33 Discounts offered by category of subscribers
Category A Premium Subscriber Any subscriber without distinction benefits from an additional discount of - 5 of the Nominal Value
for each tranche of 50000 euros of purchases of GreenTokens (cumulative for each beneficial owner)
limited to 50 of the Nominal Value and within the limit of the stock of available tokens
Each half-tranche of 25000 euros of GreenToken purchases is subject to a lock-up period (Lock-up A)
of one month from the Listing of the Token (see Section Conditions of custody of GreenTokens)
Purchase tranche 0 -
50
50 -
100
100 -
150
150 -
200
200 -
250
250 -
300
300 -
350
350 -
400
400 -
450
450 -
500 (in thousands of euros)
Subscription Price A (EUR) 095 090 085 080 075 070 065 060 055 05
Category B Long-term subscriber Subject to making at least 10000 euros of GreenTokens purchases (cumulative for each beneficial
owner) any subscriber without distinction benefits from an additional discount of -5 of the
Nominal Value per lock-up year (Lock-up B ) granted limited to 50 of the Nominal Value and within
the limit of the stock of available tokens (see Section Conditions of custody of GreenTokens)
Lock-up (years) 0 1 2 3 4 5 6 7 8 9
Subscription Price B (EUR) 095 090 085 080 075 070 065 060 055 05
Cumulative discounts The discounts for the categories of subscribers A and B are cumulative and limited to 50 of the
Nominal Value within the limit of the stock of available tokens
Example Laura acquires 78000 euros of GreenTokens She qualifies for the Category A discount She
agrees to a 3-year lock-up period She also qualifies for the Class B discount The Issue Price that
applies to her purchase is Subscription Price A plied by Subscription Price B (3 years)
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Cumulative Lock-up periods Lock-up periods (Lock-up A or B) are not cumulative only the longest of the two applies
Example The subscription of Laura of 78000 euros counts for 3 half-tranches that gives a lock-up
period of 3 months (Lock-up A ) However she also agrees to a 3-year lock-up period (Lock-up B )
therefore the 3-year period (Lock-up B) only applies in this instance
34 Explanations on the setting of the Subscription Price
The GreenToken will have different values during its life cycle The Nominal Value the Exchange
Value the Utility Value and during the Public Token Offering the Subscription Price
Figure 32 Values of the GreenToken over time (Non-contractual example)
Nominal Value
The Nominal Value of a GreenToken is the value of a GreenToken sold by WPO within the specific
framework of the Services-For-Data using the Reserve
In this context [X] euros of services give entitlement to [Y] GreenTokens Thus
bull Before the Listing of the Token the Nominal Value is set at one (1) euro
bull After the Listing of the Token the Nominal Value will be the greater of one (1) euro and the
Exchange Value
Exchange Value The Exchange Value of a GreenToken will be the value of a GreenToken on the secondary market (see
Section GreenToken listing)
In the event of listing on several Digital Asset exchange platforms the Exchange Value of a
GreenToken will be the average exchange value observed on these different platforms on the basis
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of a representative exchange volume measured over a sufficient period prior to the setting of this
value The average exchange value shall be weighted by the exchange volume of each platform
In the event of disagreement over the value the Investment Advisory Committee shall make a public
declaration establishing the Exchange Value
Utility Value See Section Redemption of GreenTokens by WPO
Subscription price The Subscription Price offers a discount to promote the attractiveness of the Public Token Offering
This discount is - 5 compared to the Nominal Value before the Listing of the Token
Additional discounts may accrue for premium andor long-term subscribers
4 Accepted Currencies and Digital Assets
41 Currencies
The currency accepted is Euro (code EUR)(
42 Digital Assets
Accepted Cryptocurrencies are Bitcoin (code BTC) and Ether (code ETH)
43 Exchange ratios with the GreenToken
Currencies The exchange ratio for the [EUR-GTK] pair is equal to the applicable Subscription Price
Digital Assets The exchange ratio is the Exchange Rate applicable on the closing date of the Public Token Offering
as recorded by the bailiff (See Section Time frame of the Public Token Offering) multiplied by the
applicable Subscription Price
5 Steps prior to the Public Token Offering
51 Pre-offering issue
No GreenTokens including GreenTokens from the Private Token Sale are expected to be issued
before the end of the Public Token Offering
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52 Private Token Sale
Between 1 April and 31 December 2019 254500 GreenTokens were sold as part of the Private Token
Sale at an average price of 085 euros for a total amount of 216000 euros
Between 1 January and 30 April 2020 167760 GreenTokens were sold as part of the Private Token Sale
These sales are contracted but not yet invoiced at the date of this Information Document
No GreenToken has yet been issued These sales do not contain any Lock-up condition
Any private-sale negotiation of GreenTokens not yet contracted at the opening of the Public Token
Offering will be suspended
6 Terms of subscription for GreenTokens
In order to subscribe to the Public Token Offering subscribers must follow the process of
downloading the Information Document Recording and identifying in advance any purchase of
GreenTokens (see Figure 34) In this context WPO will use the personal data communicated in
accordance with the GDPR
61 Downloading the Information Document
The Information Document is available for download on the Public Token Offering website
(wwwwpoeu ceptance of a prior notice
62 Pre-booking GreenTokens
Anyone who has downloaded the Information Document may without any commitment from their
part pre-book GreenTokens via an online form (pop-up) For this purpose they must
bull enter a valid email address
bull enter the amount of its pre-booking in the future Public Offering (eg [X] euros in pre-
booking of [Y] GreenTokens [Y] being automatically calculated)
bull If applicable subscribe to the information flow relating to the GreenToken Project
If a pre-booking amount has been entered they will have the option to create a User Account
Otherwise they will be able to create a User Account at any time on the website wwwwpoeu ICO
tab
63 Creation of the User Account
Creation of identifiers The creation of the User Account requires the provision of
bull a valid email address (verified by sending a security email)
bull a password
bull a mobile phone number allowing double-factor authentication (A2F)
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Information requested The information to be entered online without threshold conditions is as follows (Figure 33)
Figure 33 List of information collected during the Registration
NATURAL PERSON LEGAL ENTITY
Mandatory information
First name of User Account Holder Company name of User Account Holder
Last name of User Account Holder Description of the project or activity of the User Account holder
Date of birth of the User Account Holder
Nationality of the User Account Holder Country of registration of the User Account Holder
Country of residence of the User Account Holder
First name of the legal representative of the User Account holder
Email address of the User Account Holder Last name of the legal representative of the User Account holder
Date of birth of the legal representative of the User Account holder
Title of Payer or Beneficiary Contact email of the User Account Holder
-
- Title of Payer or Beneficiary
Recommended information
Main phone of the User Account Holder Registration number (SIREN or equivalent) of the User Account holder
Politically Exposed Person (PEP) number
Supporting documents The list of these documents to download without threshold conditions is available here See the KYC2
List of Documents
Advanced Electronic Signature
by the YOUSIGN signature provider the signature occurs when the unique security code sent by
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Figure 34 Registration Process
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Information in the event of repayment of funds The Bank Identity Form provided at the identification stage will where applicable be used to repay
amounts subscribed in currencies that are legal tender The public address provided at the
identification stage will be used where applicable to repay the Digital Assets subscribed for in Digital
Assets (Figure 38)
-
- e identical Failing that the subscription process will be interrupted
Information on the origin of funds We monitor the origin of the funds collected in relation to (i) the processing of alerts (in the event of
suspicion) and (ii) the knowledge of the customer (KYCKYB) in accordance with our AML-CFT
Procedure This analysis will be delegated to LEMON WAY without threshold conditions in order to
detect any anomalies or abnormal behaviour In the event of suspicion additional information and
supporting documentation will be requested
UZES and COINHOUSE may carry out secondary audits in
accordance with their regulatory obligations or internal procedures
See also PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS ANTI-MONEY LAUNDERING AND
COMBATING THE FINANCING OF TERRORISM AND SECURITY
Amendment of information The user agrees to inform WPO as soon as possible of any changes to the information provided during
n order to
update hisher information and in particular any change in hisher marital status legal capacity
address (tax postal or electronic) mobile phone number title (tax professional)
64 Subscription to GreenTokens
The analysis of the information provided may take from a few minutes to a few days After notification
by EQUISAFE that the Registration has been confirmed the subscriber may log in to his User Account
to purchase GreenTokens The main steps are as follows
1 The subscriber confirms that he has read and accepted the General Terms and Conditions of
Use available online (Figure 34 see above)
2 The subscriber indicates his choice of subscription in euros or Digital Assets (See the Figure
38)
3 The subscriber then indicates the amount of hisher subscription and the possible Lock-up
condition to which heshe voluntarily subscribes (see Section Category B Long-term
subscriber)
4 On this basis the following are shown to the subscriber (See Figure 39 and Figure 40)
a The number of GreenTokens heshe acquires
b The issue price applicable to himher
c The possible lock-up period (Lock-up) applicable to himher
d The subscription fees applicable to himher
e The total price of hisher purchase ie [a x b + d] in euros
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5 The subscriber indicates how heshe will receive their GreenTokens In the first two cases (a)
and (b) below the subscriber will provide a public address for ERC20 compatible Digital
Assets in the third case (c) this address will be specified by the Depository COINHOUSE
a Where the holder is its own depository
b Via a third-party depository
c Via the third-party depository COINHOUSE
6 The subscriber confirms the information relating to the bank account (or public address) of
repayment which is the same as used for the subscription
7 The subscriber confirms their intention to purchase and pay for the GreenTokens subscribed
a The funds in euros are first received in an initial holding account placed in the LEMON
WAY environment and allocated to each subscriber They are then transferred to the
holding account alloc tion Custody of
subscriptions made in legal tender Currencies )
b Digital Assets are first received at one or other public holding addresses Each
business day EQUISAFE (See Section Custody of subscriptions made in Digital
Assets)
i reconciles the amounts received at these addresses with the registered
subscriptions
and subject to the minimum daily collection amount being reached
ii instructs the Depository COINHOUSE to place the Permitted Digital Assets
on the escrow account which executes the instruction
or if applicable
iii instructs the Depository COINHOUSE to return the unauthorised Digital
Assets received which executes the instruction
8 Subscriptions duly collected on the account or public holding addresses are thus deposited
as soon as a minimum amount is reached on one of the two escrow accounts
bull euros at FINANCIERE DUZES (See Figure 39)
bull Digital Assets at COINHOUSE (see Figure 40)
65 Issuance of GreenTokens
At the closing of the Public Token Offering the Statutory Auditor certifies the Amount Effectively
Collected and the WPO Directorate concludes on the outcome of the offering
As soon as the Minimum Amount is reached EQUISAFE mandated by WPO prepares the issuance
of the GreenTokens the allocation of GreenTokens to their subscribers and the cancellation of the
unsold GreenTokens (see Section GreenTokens time frame of use)
This allocation is made by sending to the public address indicated by the subscriber in paragraph 5
of section 64 above Subscription to GreenTokens
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7 Time frame of the Public Token Offering
The time frame of the Public Token Offering is as follows
Figure 35 Detailed timeline of the Public Token Offering (the times shown are Central European Time)
Tuesday 8 September 2020
at 10 am
- Opening of the subscription to the Public Token Offering which
takes the form of the opening of subscriptions on wwwwpoeu
- Publication of the Statutory Auditors report on the Private Token
Sale to date
Thursday 12 November 2020
at midnight
Closing of the subscription to the Initial Coin Offering which results
in the suspension of the subscription function on wwwwpoeu
Friday 13 November 2020
at 1am in the morning ETHEUR pairs to determine the Exchange Rate applicable to the
Digital Assets collected
Friday 20 November 2020
at 2pm
at 4pm
- Bailif
Digital Assets effectively collected (the period between the closing of
the subscription to the Public Token Offering and this statement is
the time required for the last bank transfers and transfers of Digital
Assets to be received and observed on the escrow accounts)
- Certification Amount Effectively Collected by the Statutory Auditor
b
- Publication of the result of the Public Token Offering by the WPO
Directorate and public declaration of the Investment Advisory
Committee in accordance with the certificate of the Statutory Auditor
Monday 23 November 2020
at noon
- Issuance of the GreenTokens and if applicable cancellation
(destruction) of the unsold GreenTokens
Tuesday 1 December 2020
at noon
- Allocation of GreenTokens to each subscriber
- Listing of the GreenToken
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
For a broader timeframe
bull timeline is given in the Section Our history
bull The timeline for the GreenToken Project is given in the Section Timeline
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8 Information on the period after the Public Token
Offering
81 Dilution
The GreenTokens redeemed by WPO in exchange for GoCert certificates will be cancelled As the
GreenTokens are fixed this will result in a gradual reduction in the number of GreenTokens available
over time
Any new offering to the public of GreenTokens would be conditional upon obtaining a new optional
Visa from the AMF
82 GreenTokens buy-back conditions
In the event of excess or lack of liquidity of the GreenTokens on the secondary market WPO shall act
reasonably and may use the Reserve under the control of the Investment Advisory Committee
83 Conditions for cancelling GreenTokens
See Sections Cancellation of GreenTokens and Redemption of GreenTokens by WPO
84 Conditions for the custody of self-held tokens and their placing
on the market
The categories of self-held GreenTokens are listed in the Section Use of self-held tokens None of them
are subject to a custody obligation (no Lock-up)
85 Conditions of custody of GreenTokens held by subscribers
GreenTokens subject to a lock-up period (Lock-up A or Lock-up B as defined in the Section Discounts
offered by category of subscribers) mean that they will be kept by the Depository COINHOUSE in a
segregated account from the time of their issue and for the duration of the Lock-up They will be
delivered to their subscriber at the end of the lock-up period The custody costs are borne by WPO
86 Communications to the public
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Statutory Auditor and Obligations and capacities of the Committee)
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PART 6 - TECHNICAL TERMS AND CONDITIONS FOR THE
ISSUE OF GREENTOKENS
1 Description
The Distributed Ledger T e
Ethereum network which allow the creation registration and transfer of Digital Assets within the
meaning of article L54-10-1 of the CMF
Operational since June 2019 the Secure Financial Transaction Protocol provides a robust modular
and configurable framework It favours as much as possible the logic of permission by the IT code
through Smart Contracts in order to maximize transparency for all parties involved
The Secure Financial Transaction Protocol is designed to maximize interoperability between the
various network participants In general these participants can be divided into four categories
bull The Issuer (WPO) an entity that creates and sells GreenTokens
bull Subscribers entities that have successfully passed KYC identification and AML-CFT
compliance checks and are authorised to purchase GreenTokens
bull White lists (LEMON WAY) are trusted entities that provide LCB-CFT Compliance Identification
and Verification services to network participants
bull
funds collected without directly taking possession of them They can provide services such as
holding funds in escrow or custody of tokens or facilitate the secondary transfer of
GreenTokens
The Secure Financial Transaction Protocol was designed with two central concepts in mind
identification and permission Each subscriber has their identity verified by a White list registration
agent (LEMON WAY) and a unique identity footprint is associated with their portfolio address (see
below Figure 34) Based on this identity information the Issuer and Depositories apply a set of rules
in accordance with the provisions of this Information Document which determines how the
subscriber can interact with them
The Issuer White Lists and Depositories each have their own Smart Contract that defines how they
interact with each other These contracts allow different entities to provide each other with
information within the ecosystem
The security tokens of the Secure Financial Transaction Protocol are based on the ERC20 standard
The tokens are transferred via the transfer and transferFrom methods but the transfer will only
succeed if it passes a series of Blockchain authorisation controls A checkTransfer call returns true if
the transfer is possible (See Figure 36)
The basic configuration includes the identification of the subscriber the monitoring of the number
and limits of subscribers as well as restrictions on the countries and status of each accredited
subscriber The implementation of other modules allows for the addition of a variety of additional
features to meet the specifications set out in this Information Document
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Figure 36 - GreenToken issuance process
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2 Parameters of the automated computer programme
and objective of the functions
The following public link presents the system architecture httpsgitlabcomequisafenyx
The Distributed Ledger Technology (DLT) developed by EQUISAFE is operational and has already
operated on several digital financial transactions for amounts in euros above the Target Amount
(Target) of this offering19
3 Security and Compliance Audits
An audit (and if necessary a security counter-audit)20 of the Distributed Ledger Technology (DLT)
developed by EQUISAFE and an audit (and if necessary counter-audit) of compliance of the
GreenToken subscription and issue process with this Information Document will be carried out by
the opening of the Public Token Offering
Certificates certifying that the comments and recommendations made during these audits are taken
into account will be published on the websites of EQUISAFE and WPO no later than the day of the
opening of the Public Token Offering
The GreenTokens will only be issued once the threshold target (Achievement of the Minimum
Amount (Soft-cap)) has been achieved and after the closing of the Public Token Offering
19 See for example the MEDIA section of the website wwwequisafeio 20 To this end EQUISAFE has commissioned DIGITAL SECURITY SAS (SIREN 810570515 RCS Paris) 50 avenue Daumesnil (wwwdigitalsecurityfr) and the audit is scheduled for March 2020
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PART 7 - CUSTODY AND RESTITUTION OF FUNDS AND
DIGITAL ASSETS
1 Monitoring and safeguarding of funds and digital
assets collected
11 Methods for collecting and managing the funds and Digital
Assets collected as referred to in article 712-6 of the AMF General
Regulation
Subscription in legal tender Currencies See Section Subscription to GreenTokens
See also Figure 39 Process of collecting and sequestration of funds in euros
Subscription in Digital Assets See Section Subscription to GreenTokens
See also Figure 40 Process for collecting and sequestration of Digital Assets
Custody of subscriptions made in legal tender Currencies As long as the cumulative amount of the funds in euros collected on LEMON WAY holding accounts
are less than the Minimum Amount (Soft-cap) the funds collected are held in these accounts
When this amount reaches or exceeds the Minimum Amount (Soft-cap) the funds collected are
h its
authorisations available on the website REGAFI (see Section Euro (EUR) Escrow Account below)
Funds held in escrow remain frozen in accordance with the provisions of this Information Document
and in particular the Section End of subscription period and restitution below
Custody of subscriptions made in Digital Assets Each day and if the equivalent amount observed on one of the public holding addresses at
COINHOUSE reaches or exceeds one thousand (1000) euros (calculated according to the method set
out in Section Exchange Rate) the Digital Assets collected are transferred to the escrow account of
the Depository COINHOUSE CUSTODY SERVICES under Ledger Vault technology (see Section
Bitcoin (BTC) Public Holding Address and Section Ether (ETH) Public Holding Address below)
Practically EQUISAFE reconciles the origin and quantity of the Digital Assets effectively received at
these public holding addresses with the identification information and the White list established by
LEMON WAY EQUISAFE then establishes the release(s) of the authorised transfers to either of the
escrow accounts (BTC or ETH) which is executed by COINHOUSE upon receipt The orphan Digital
Assets are either returned to their original -CFT
Procedure
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This release is a digital file sent daily by EQUISAFE to COINHOUSE This file contains the last name
first name and date of birth of the subscriber the amount effectively received and indicates the status
(White list or not) of this subscription and the confirmed address for any refund
business day
The funds deposited in the escrow account remain frozen in accordance with the provisions of this
Information Document and in particular the Section End of subscription period and restitution below
WPO which holds public holding or escrow addresses positioned in the COINHOUSE environment
never possesses any of the associated private keys
12 End of subscription period and restitution
The release of the escrow accounts is subject to the certification by the Statutory Auditor of the
Amount Effectively Collected
If the Certified Amount is less than the Minimum Amount (Soft-cap Condition of non-achievement
of the Minimum Amount (Soft-cap) then the repayment procedure is followed
If the Certified Amount is greater than the Maximum Amount (Hard-cap) the Condition of exceeding
the Maximum Amount (Hard-cap) is met and the procedure for refunding the excess is followed
As soon as the Soft-cap is reached and after the closing of the Public Token Offering (or in advance
thereof in the event of the Hard-cap being exceeded) the funds and Digital Assets collected are
transfered to WPO by release of the escrow accounts according to the following sequence
Release procedure of the escrow account of the Digital Assets a
Effectively Collected the Depository COINHOUSE will open the Ledger Vault
according to the agreed multi-authorisation procedure and then retrieve the Digital
Assets collected
b Upon presentation of a WPO conversion order the Depository COINHOUSE will
convert all or part of the Digital Assets collected into euros (See Section Foreign
or foreign currencies) and then transfer the amount converted into euros from its
bank account (see Section COINHOUSE current account (EUR)) to the Escrow
c The Depository COINHOUSE will transfer the unconverted collected Digital Assets to
the WPO safekeeping and holding account at COINHOUSE
Procedure for releasing the euro escrow account Upon presentation of the Statutory Auditors certificate attesting to the Amount Effectively Collected
and where applicable after receipt of the Digital Assets converted into euros transferred by the
Depository COINHOUSE funds to the WPO bank
account (see Section WPO current account (EUR))
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13 Identification of holding accounts and escrow accounts to hold
collected funds and Digital Assets
Euro (EUR) Escrow Account The Depository FINAN
below
CIC CREacuteDIT INDUSTRIEL ET COMMERCIAL
IBAN FR76 3006 6107 4100 0208 0642 501
BIC CMCIFRPP
Bitcoin (BTC) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
Ether (ETH) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
COINHOUSE current account (EUR) In the event of conversion of all or part of the Digital Assets collected the Depository COINHOUSE will
transfer the amount converted into euros to the bank account below
FIDOR BANK
IBAN DE82 7002 2200 0020 299 800
BIC FDDODEMMXXXX
WPO current account (EUR) At the end of the uro funds will be paid is as follows
CREDIT COOPERATIF
IBAN FR76 4255 9100 0008 0107 2529 312
BIC CCOPFRPPXXX
14
convert Digital Assets to euros or foreign currencies
The Cryptocurrencies collected during the Public Token Offering will be converted into euros only
after the Public Offering has been completed
21 According to Engagement Letter reference COINHOUSE-20191014 signed on 14092019
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nge rate
applicable to the conversion of at least 80 of that recorded by the bailiff at the end of the Public
Token Offering If when the order is made the difference is greater than 20 the conversion will be
adjourned
By way of exception WPO intends to convert the Digital Assets as soon as possible to have a total
amount collected in euros at least equal to the value of the Minimum Amount (Soft-cap) or
depending on the currency effects as near to this value as possible
Subsequently if all of the Digital Assets collected have not already been converted WPO intends to
convert them cautiously for the purposes of the GreenToken Project in accordance with the
exchange risk management principle set out above
15 WPOs commitment to maintain or implement a monitoring
and safeguard mechanism for the funds and the Digital Assets
collected
The Digital Assets collected during the Public Token Offering and ultimately transferred to WPO
automatically are in part or in full converted into euros (see Section above)
Any balance of the Digital Assets shall be kept at COINHOUSE in accordance with the engagement
letter in place22 (or where applicable at any other custody provider of Digital Assets on behalf of third
parties (DASP) registered by the AMF
2 Refunding of Subscribers
21 Condition of non-achievement of the Minimum Amount (Soft-
cap)
At the closing of the Public Token Offering as shown in the Time frame of the Public Token Offering
the Statutory Auditor certifies the Amount Effectively Collected in euros and the WPO Directorate
records the result of the offering If the condition of non-achievement of the Minimum Amount (Soft-
cap) has been met WPO will return the funds and the Digital Assets collected within sixty (60)
working days from the date of the Statutory Auditors certificate
22 Condition of exceeding the Maximum Amount (Hard-cap)
Each day during the period open for subscriptions at 6pm (Paris time) WPO calculates the interim
value of the Amount Effectively Collected in euros If according to this calculation the Maximum
Amount (Hard-cap) has been exceeded the subscription function on wwwwpoeu will be
immediately suspended by WPO
22 See Note 21 on previous page
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Having anticipated this overrun WPO will then note as quickly as possible as recorded by a bailiff
the exchange ratios of the Digital Assets collected in euros on the Digital Asset exchange platform
chosen for reference23
WPO then notes as recorded by a bailiff the amount of the legal tender currencies and the amount
of the Digital Assets collected and effectively received on the Custodians escrow accounts until the
fifth business day (inclusive) after the day on which the subscription function was suspended
the WPO Directorate records the result of the offering As soon as the condition for exceeding the
Hard-cap is met WPO returns the excess funds and Digital Assets collected within sixty (60) working
days of the date of the Statutory Auditors certificate The excess subscriptions are then repaid in the
order of the last subscriptions effectively received by the Custodians until the value of the Hard-cap
is reached
23 Procedure for refunding the subscribers
This procedure is the same in the event that the condition of non-achievement of the Minimum
Amount (Soft-cap) is met or the condition of exceeding the Maximum Amount (Hard-cap) is met
Case of a subscription in a legal tender currency Throughout the subscription period a subscribers register will be kept by the manager of the
EQUISAFE subscription platform and a payment register will be kept by the LEMON WAY payment
institution which will be reconciled with the statement of the escrow account of the Depository
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends the order of repayments accompanied by the
opinions of the Investment Advisory Committee and the Statutory Auditor to LEMON WAY
who executes it
5- Execution Lemon WAY returns the net euros received from its holding accounts to each
subscriber according to the payment method used on subscription
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber shall
bear all applicable fees and commissions if any by his bank foreign exchange agent etc
23 See Section Exchange Rate
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Case of a subscription in Digital Assets Throughout the subscription period a subscriber register shall be kept by the manager of the
EQUISAFE subscription platform and a register of transfers of Digital Assets received shall be kept by
the Depository COINHOUSE
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends in writing the order of repayments accompanied
by the opinions of the Investment Advisory Committee and the Statutory Auditor to
COINHOUSE who executes it
5- Execution COINHOUSE sends the Net Digital Assets received on its escrow accounts to each
public address recorded at the time of the Registration
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber bears
all applicable fees and commissions if any by its own custody or broking providers etc
24 Foreign exchange risk management at the time of refund
The risk of a change in the exchange ratio of legal tender currencies (other than the Euro) or of Digital
Assets and euros between subscription and redemption is borne by the refunded subscriber
25 Management of risk of incorrect or incomplete address during a
refund
If the information provided for repayment at the time of registration is incorrect or incomplete the
risk of non-repayment is borne by the subscriber However WPO will use its best endeavours (duty
of best endeavours) to correct or complete the address for a reasonable period of two (2) months
following the date of methodological certification of the list of refunds by the Statutory Auditor
26 Address risk management via Digital Asset exchange platform
Repayment is made only to the address used for sending the Subscribers Digital Assets If this
address is the address linked to a Digital Asset exchange platform the refund could be lost and WPO
cannot be held liable Subscribers must take care of organising this themselves in advance with their
provider(s)
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PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS
ANTI-MONEY LAUNDERING AND COMBATING THE
FINANCING OF TERRORISM AND SECURITY
1 Knowledge of subscribers and AML-CFT
Pursuant to article L561-2 7deg ter of the CMF WPO is liable to as an issuer in connection with the
Public Token Offering conduct identification and vigilance measures according to anti-money
laundering and combating financing terrorism regulations (AML-CFT)
In this regard WPO has put in place its AML-CFT Procedure consisting of
bull A system for collecting data regarding identification identity verification and knowledge of
GreenToken subscribers
bull A mechanism for assessing the risk of money laundering and terrorist financing
In this context WPO has outsourced on the basis of article R561-38-2 of the CMF the due diligence
measures to be implemented in connection with the subscription of GreenTokens
In accordance with article L 561-32 I paragraph 4 of the CMF the Money Laundering Reporting Officer
(MLRO) designated for the Public Token Offering holds a high hierarchical position within WPO and
has sufficient knowledge of risk exposure It has also implemented controls over WPO
providers
In this case the MLRO is
hervegagnairewpoeu)
11 Identification and verification of identity
The process of identifying subscribers (KYC and KYB) and the origin of the funds will be carried out
by LEMON WAY at the time of registration (see Figure )
KYC and KYB Process The steps to be followed and the documents to be provided are detailed in the Section Creation of
the User Account
In particular two proofs of identity (with no minimum subscription threshold condition) will be
required and subscribers will be required to sign the request to create the User Account by Advanced
Electronic Signature (see Section Advanced Electronic Signature)
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Acceptance The type of subscribers that do not meet the internal procedures of the Payment Service Provider
LEMON WAY will not be accepted at the payment stage of the subscription platform
subscription presented for collection that is not in compliance particularly with regard to the
completeness of the information provided or with regard to their own AML-CFT provisions (See Figure
39 and Figure 40)
The WPO Directorate will question all third-party providers involved in the subscription process to
ensure compliance with applicable regulations and procedures
12 Risk Classification
The assessment of the level of risk may result from the analysis of the subscriber and the risk approach
in certain cases or from a legal or regulatory presumption (types of legal persons activities or
distribution channels listed by the texts as posing a low risk of money laundering)
RISK EXPLANATION
LOW
Equivalent to the lowest AML-CFT risk It can be shown by the ease by which subscribers are monitored by procedures that are not complex or that generate low flows by simple means by which GreenTokens are acquired (payment in a legal tender currency ) and for low volume (less than 1000 euros) The management of related risks is easy and a simplified due diligence system can be sufficient to manage AML-CFT risks
MODERATE Equivalent to a standard andor average AML-CFT risk corresponding to situations of preferred AML-CFT risk vectors
HIGH A high AML-CFT risk is associated with situations identified as preferred AML-CFT risk vectors
13 Risk assessment criteria
In summary -CFT Procedure provides that
bull the Public Token Offering is aimed at natural and legal persons in France without distinction
bull requests for subscriptionacquisition of GreenTokens from abroad (country of
residenceconstitution) are accepted unless they come from High Risk Jurisdictions China
or the United States of America
bull individuals considered at risk are Politically Exposed Persons (PEP) and those whose
professionactivity is related to real estate telecommunications games associative sector
and arts
The risk criteria categories that will be taken into account in determining the level of vigilance to be
applied are the place of residence professional activity currency of subscription amount invested
an abnormal transaction andor behaviour etc
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Depending on the level of vigilance required the following due diligence will be applied
Figure 37 - AMLCFT Risk Assessment Criteria
VIGILANCE DUE DILIGENCE
SIMPLE Identification (collection of identification documents)
COMPLEMENTARY
Above diligence and
- verification of the activity - advanced identity verification
o Advanced electronic signature o Verification of sanctions lists
- if applicable validation by MLRO
REINFORCED
Above diligence and
- request on the origin of the funds - validation by MLRO - specific PEP due diligence
The following cases will imply a refusal to subscribe
bull Presentation of incomplete illegible or falsified documents
bull Use of an unjustified third-party account
bull Origin of funds in a High Risk Jurisdiction
bull Subscribers using anonymity
bull Subscribers subject to asset freeze
bull Subscribers on certain sanctions lists
Finally further restrictions on the Public Token Offering are set out in the Section Restrictions on the
Public Token Offering in the following section
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Figure 38 KYC Identification and AML-CFT compliance process
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Figure 39 Process of collecting and sequestration of funds in euros
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Figure 40 Process for collecting and sequestration of Digital Assets
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2 Cybersecurity and detection systems for technical
malfunctions
In 2015 WPO set up an IT Systems business unit With eight full-time employees today the team
Since 2018 WPO has taken out a fraud and cybercrime insurance policy with the insurer CNA
covering its data and third-party data including Production Data transiting or storage on its
Information Systems24
business unit25 carried out a security audit by XMCO concerning
an Penetration Test on its Internet-exposed information systems A follow-up audit to check that the
security recommendations had been implemented was conducted in January 2020
WPO has committed to the implementation of an ISO-27001 certification-backed Information
Security Management System with a certification start-up objective in 2020 The scope envisaged will
include the collection of Production Data from wind and solar production sites supervised by WPO
LT)
With regard to the implementation of the Public Token Offering WPO has chosen quality partners
(see Section GreenToken Project Team) operating according to current best practices in the market
bull The subscription processes for the Public Token Offering are entrusted to the care of
establishments or agents approved by the ACPR andor registered with the AMF namely
EQUISAFE LEMON WAY COINHOUSE COINHOUSE CUSTODY SERVICES FINANCIERE
DUZES and CREDIT COOPERATIF Our service providers meet or exceed the safety criteria
required by the regulations
bull The Listing of the Token will be entrusted to the care of SAVITAR which will soon apply for it
to be registered with the AMF SAVITAR is already following current best safety practices in a
highly changing technological context
WPO will conduct Penetration Tests on the Distributed Ledger Technology (DLT) of GreenTokens and
GoCert Consortium Audits are planned prior to the opening of the Tokens Public Offering and follow-
up audits before the issuance of the first tokens and the first certificates respectively
Thereafter annual follow-up audits will also be carried out The audit reports will be shared with the
Investment Advisory Committee
24 Policy reference 10200913 with CNA Insurance Company (Europe) SA dated 01012018 25 XMCO SAS (SIREN 430 137 711 RCS Paris) is certified QSA and is approved to perform PCI DSS compliance and certification audits The company is in the process of being qualified by the ANSSI under the PRIS (Source) rules
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PART 9 - APPLICABLE LAW RESTRICTIONS AND
JURISDICTION
1 Applicable law
This Information Document and any contractual relationship arising from the goods and services sold
clause
2 Restrictions on the Public Token Offering
The GreenTokens have not been and will not be registered in any jurisdiction and the Information
Document has only been the subject of a visa application in France with the AMF and in no other
jurisdiction
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America In this regard WPO has not taken
any action to allow the Offering of GreenTokens to the Public or the distribution of the Information
Document in a jurisdiction other than France Accordingly whether directly or indirectly
GreenTokens will not be offered or sold and the Information Document and any other document
relating to the Public Token Offering may not be distributed or published in any other jurisdiction
that requires WPO andor GreenTokens any authorisation approval or other authority
In particular but not limited to with regard to US law and subject to certain exceptions
GreenTokens may not be offered or sold in the United States of America or to or on behalf of US
US persons of the US Securities Act
S Regulations
Accordingly the Public Token Offering is not carried out in ANY JURISDICTION requiring
Authorisation for WPO GreenTokens or for the Information Document
Finally WPO will not accept any subscription from the 23 High Risk Jurisdictions listed by the
European Commission under the 5th AML-CFT Directive
3 Competent courts in the event of a dispute
operating period as a business or during its liquidation between
WPO and the GreenToken subscribers or between the subscribers themselves regarding the rights
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4 Tax regime applicable to the holding of GreenTokens
in France for French subscribers
41 Value Added Tax (VAT)
WPO filed an advance ruling request on 27 June 2018 This request received a response on 26
December 2018 from the Directorate-General for Public Finance (DLF)
From this letter it follows that the initial sale of GreenTokens does not result in VAT being due
However when the GreenTokens purchased are used by their beneficiaries to obtain a single property
or service from WPO the transaction will be subject to VAT in accordance with Article 256 of the
General Tax Code under the conditions of ordinary law The tax shall then become payable under the
conditions applicable to the underlying transaction subject to the rules of territoriality of the tax
42 Taxes on income or profits (French tax residents)
The rules set out below concern the tax treatment in the event of success of the Public Token
Offering
Natural person subscriber
Subscriber engaged in the purchasesale of Digital Assets on an occasional basis
Pursuant to Article 150 VH bis of the French General Tax Code and the administrative doctrine each
tax household is subject to income tax in respect of transfers for consideration of Digital Assets carried
out during a tax year by the members of the tax household
The transfer must have for consideration a price expressed in legal tender currency property or
service Exchanges of Digital Assets without payment of a cash balance are subject to a deferment of
taxation
In respect of each transfer transaction the gain or loss is equal to the difference between on the one
hand the sale price and on the other hand the product of the total purchase price of the entire
portfolio of Digital Assets of the members of the tax household and the quotient of the price of the
assets sold over the aggregate value of the Digital Assets held by the members of the tax household
on the date of the transfer
The purchase price is therefore determined in the form of a fraction of the total purchase price of the
portfolio of the members of the tax household corresponding to the sole assets sold This total
purchase price must be reduced by the fractions of cost prices used when determining the capital
gains or losses of previous transfers
For more details on these calculation methods see administrative doctrine
A gains are offset against the losses of the same year at the tax household level and in the
event of a net gain the tax is 30 of the gain (128 in respect of income tax and 172 in respect of
social security contributions plus where applicable the exceptional tax on high income) The net loss
is neither chargeable to capital gains of any other type nor chargeable on the net gains from the sale
of Digital Assets in the following years
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Furthermore transfers made by the tax household whose total price does not exceed an annual
threshold of 305 in a year are exempt
It is also necessary to ensure compliance with all reporting obligations prescribed by law and in
particular the obligation to declare at the same time as the tax return references to the Digital Asset
accounts opened held used or closed abroad
Subscriber engaged in the purchasesale of Digital Assets on a regular basis
Natural persons who carry out transactions in the sale of Digital Assets on a regular basis are subject
to the rules governing the taxation of professional profits According to the administration the normal
or occasional performance criteria of the activity result from the examination on a case-by-case basis
of the factual circumstances in which the purchase and resale transactions are carried out the
deadlines separating the dates of purchase and resale the number of digital assets sold the
conditions of their acquisition etc
For a company subscriber liable for corporation tax
From an accounting perspective
Regulation No 2018-07 of 10 December 2018 of the Accounting Standards Authority (ANC) provides
that where a company owns by subscription or acquisition tokens that do not have the
characteristics of financial securities financial contracts or cash orders for the purpose of using the
services or associated assets and that are expected to be used beyond the current financial year
these tokens constitute intangible depreciated and impaired fixed assets
Where a company owns by subscription or acquisition tokens that do not have the characteristics of
financial securities financial contracts or cash orders without the intention of using the associated
services or the delivery of the related assets these tokens are recorded in the account number 5202
counterpart to transitional accounts under assets on the balance sheet in the event of an unrealised
loss and under liabilities on the balance sheet in the event of an unrealised gain In the event of an
unrealised loss a provision for risk is made
Tokens recognised as intangible assets of an unspecified period of use may be transferred on a final
basis into tokens held when the expected use of the associated services or goods no longer exists
The transfer is recognised for its net book value No tokens held may be transferred to fixed assets
(account 5202)
The capital gains and losses on disposal of the tokens held are calculated using the first in - first out
method (FIFO) or where applicable the weighted average cost of acquisition (WAC) and are
recorded as the case ma or in
Net expenses on disposals of tokens
From a tax perspective
In the absence of a derogation provided for in the tax texts the tax treatment in respect of income
tax should follow the accounting treatment If the token is sold the treatment of the gain or loss
should follow the ordinary tax treatment
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PART 10 - DECLARATION
I certify after taking all reasonable measures for this purpose that the information contained in the
Information Document is to the best of my knowledge in conformity with the reality and does not
contain any omission likely to alter the scope thereof
In Paris on 12 Mai 2020
Bartheacuteleacutemy Rouer
Chairman
WPO SAS
Duncan Levie
Managing Director
WPO SAS
Alexandre BERTRAND
Managing Director
WPO SAS]
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PART 11 - GLOSSARY
2FA Means Double-Factor Authentication Method by which a
user can access a computer resource (a computer a smart
phone or a website) after having submitted two separate
proofs of identity to an authentication mechanism In this
case WPO will use Microsoft Authenticator
ACPR The Prudential Supervision and Resolution Authority is an
institution within Banque de France responsible for the
supervision of the activity of banks and insurance
companies in France
Advanced Electronic Signature Means an electronic signature which meets the
requirements of Article 26 of the European eIDAS
Regulation of 1 July 2016 ie (a) is unequivocally linked to the
signatory (b) identifies the signatory (c) has been created
using electronic signature creation data that the signatory
may with a high level of confidence use under his sole
control and (d) is linked to the data associated with that
signature so that any subsequent modification of the data
is detectable
AIB - Association of Issuing Bodies Means the pan-European body responsible for the
promotion of the European Energy Certification System
-registration of certificates
AMF Means the Autoriteacute des Marcheacutes Financiers which is a
French financial institution and an independent
administrative authority whose mission is to ensure the
protection of savings invested in financial instruments
investor information and the proper functioning of financial
instruments markets
AML-CFT Means all the legal and regulatory provisions of Anti-Money
Laundering and Combating the Financing of Terrorism
including Directive (EU) 2015849 of the European
Parliament and of the Council of 20 May 2015 on the
prevention of the use of the financial system for the purpose
of money laundering or terrorist financing as amended
by Directive (EU) 2018843 of the European Parliament
and of the Council of 30 May 2018 (the 5th AML-
CFT Directive) Order No 2016-1635 of 1 December 2016
reinforcing the French system of Anti-Money Laundering
and Combating the Financing of Terrorism Decree No 2018-
284 of 18 April 2018 reinforcing the French system of Anti-
Money Laundering and Combating the Financing of
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Terrorism and Order No 2020-115 of 12 February 2020 and
Decrees No 2020-118 and 2020-119 of 12 February 2020
transposing the 5th AML-CFT directive
AML-CFT procedure Procedure established by WPO and implemented by WPO
and its service providers as part of the AML-CFT due
diligence provided for in the Information Document
Amount Effectively Collected Means the sum expressed in euros of the amounts
collected in legal tender currency and the amounts
collected in Digital Assets during the subscription period for
the Public Token Offering as defined in the Section Amount
Effectively Collected
ANC Means the Autoriteacute des Normes Comptables the main
accounting standardization body in France since 1 January
2010
ANSSI Means the Autoriteacute Nationale de la Seacutecuriteacute des Systegravemes
Information which is a French Department with national
competence in charge of IT security
Artificial Intelligence Refers to all the theories and techniques used to create
machines capable of simulating intelligence It comprises
methods of solving problems with high logical or
algorithmic complexity
Big Data Means sets of data that become so large that they exceed
the intuition and human analytical capabilities and even
those of traditional database management or information
tools
Bitcoin Means a Cryptocurrency whose code is BTC
Blockchain See Distributed Ledger Technology (DLT)
Brexit Refers to the proposed exit of the United Kingdom from the
European Union initiated following the UK referendum of
23 June 2016
Certificate Markets Means the various regulated markets of energy certificates
(eg Guarantees of Origin energy savings certificates
erasure certificates capacity certificates etc) or private
initiative labels which can be traded on a continental
national or regional basis
CMF Means the French Monetary and Financial Code
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Contract Means an agreement for the subscription or purchase of
GreenTokens from WPO
Cryptocurrency Means Digital Assets falling within the scope of the
qualification of digital representation of a value that is not
issued or guaranteed by a central bank or a public authority
which is not necessarily attached to a currency having legal
force and which does not have the legal status of a currency
but which is accepted by natural or legal persons as a
means of exchange and which may be transferred stored
or exchanged electronically within the meaning of article
L54-10-1 2deg of the CMF
DAG Refers to Blockchain technologies using oriented acyclic
platforms where the need is high-speed or connected
DASP Means a Digital Assets Service Provider whose status and
activity are regulated by the PACTE Law and Decree No
2019-1213 of 21 November 2019
Data Lake Means a method of storing data used by Big Data This data
is kept in their original formats or undergo very little
processing
DepositoriesCustodians Refers to FINANCIERE DUZES andor COINHOUSE in their
capacity to receive the funds andor Cryptocurrencies
subscribed to the Public Token Offering on escrow
accounts
Digital Assets Means the intangible assets in digital form referred to in
article L54-10-1 1deg and 2deg of the CMF
Distributed Ledger Technology
(DLT)
IT system enabling the creation registration and transfer of
Digital Assets within the meaning of article L54-10-1 of the
CMF also referred to as Blockchain or Distributed Ledger
or DLT and whose acronym in French is DEEP (Dispositif
Electronique ageacute)
DLF Department of Tax Law of the French Ministry of Economy
and Finance (MINEFI)
EBITDA Means earnings before interest tax depreciation and
amortization
Ecological Transition Means changing towards a new economic and social
model a sustainable development model and changing
ways of consuming working and producing to address the
following environmental issues climate change
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accelerated loss of biodiversity increased environmental
health risks and scarcity of resources
End to End A solut
offers all the software and hardware components required
to meet the needs of a customer
Energy Transition Means a profound structural change in how energy is
produced and consumed It is one of the components of the
Ecological Transition It results from technical
developments prices and the availability of energy
resources but also from a political will of governments and
populations businesses etc that want to reduce the
negative impacts of this sector on the environment Various
government institutions and NGOs have offered different
definitions and energy transition scenarios The scenarios
envisaged often consist of moving from the current energy
system based on the use of non-renewable resources to an
energy mix based primarily on renewable resources This
involves alternatives to fossil fuels limited and non-
renewable resources (human time scales) In Western
Europe the majority of scenarios also plan to gradually
reduce the use of fissile fuels (radioactive materials such as
uranium and plutonium) and replace them with renewable
energy sources for almost all human activities (transport
industry lighting heating etc)
ERC20
Ethereum network
Ether Means a Cryptocurrency whose code is ETH
Ethereum Means a Distributed Ledger Technology (DLT) support
network of Ether
Euro Means the currency of the economic and monetary union
whose code (ISO 4217) is EUR
Exchange Rate Means the conversion rates to the Euro applicable to
currencies or Digital Assets collected on the Public Token
Offering as defined in the Section Exchange Rate
Exchange Value Means the price of the GreenToken exchanged between
participants on a Digital Asset exchange platform It will be
determined at the level where supply meets demand The
Exchange Value is the average of transaction prices over a
period or number of representative transactions at a given
time
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Executive Committee (ExCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the functional
directors of WPO
FIFO Means First in - First out
Gas Means for each transaction executed on a Distributed
Ledger Technology (DLT) its cost which is expressed in a
number of Gas units Each transaction that a Smart
Contract contains has a defined Gas value
GDPR Means European Regulation No 2016679 known as the
General Data Protection Regulation which constitutes the
reference text for the protection of personal data It
strengthens and unifies data protection for individuals
within the European Union Its provisions are directly
applicable throughout the 28 Member States of the
European Union as from 25 May 2018 The main objectives
of the GDPR are to increase both the protection of
concerned data subjects by processing their
personal data and the accountability of data controllers
General Terms and Conditions of
Use (or GCU)
Refers to the conditions of use of GreenTokens The General
Terms and Conditions of Use constitutes a Contract
Gigabyte Measuring unit (unit symbol GB) equivalent to 1024
megabytes (MB) or 230 bytes (1073741824 bytes) of
memory space of a computer or optical or magnetic disk
Gigawatt Gigawatt (symbol GW) is a power unit that designates one
thousand Megawatts
Gigawatt hour Gigawatt hour (symbol GWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a Gigawatt ie a thousand megawatt hours
GoCert Means the private production certificate issued by WPO for
one megawatt hour produced from renewable energy
sources
GoCert Consortium Means the consortium Distributed Ledger Technology
(DLT) a private partially decentralized and shared
-
to jointly manage the business processes of GoCert
certificates where each partner has a network node in its
infrastructure and a sufficient number of nodes must
validate the transactions so that a block is added to the
chain In the case of the WPO Project the GoCert
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Consortium participants will be in the number of thirty
composed of the Certificate Markets participants (eg
national registry managers) andor any other entity co-
opted by the participant community acting in the capacity
of the GoCert Consortium authority in other words its
directors at the same time as WPO Participants will be paid
in GreenTokens
GreenToken Means the Utility Token issued by WPO whose code is GTK
GreenToken Network Means the network of partners of the professional
ecosystem of Renewable Energy who will also accept the
GreenToken as a means of accessing and exchanging their
own goods and services
Guarantees of Origin Means a monitoring tool defined in Article 15 of the
European Directive 200928EC of April 2009 (RED I) A
Guarantee of Origin identifies electricity produced from
renewable sources to inform end users of the source of their
energy In particular a Guarantee of Origin is a green
electronic or follow-up document that guarantees that a
megawatt hour of electricity has been produced from
renewable energy sources Guarantees of Origin are traded
Guarantees of Origin are standardized by the European
EECS
of Intergovernmental Bodies (AIB)
Hard-cap Means the maximum amount to be collected during the
million
High-Risk Jurisdiction List of third countries identified by the European
Commission under the 5th AML-CFT Directive which WPO
will not accept (1) Afghanistan (2) American Samoa (3)
Bahamas (4) Botswana (5) North Korea (6) Ethiopia (7)
Ghana (8) Guam (9) Iran (10) Iraq (10) Libya (12) Nigeria (13)
Pakistan (14) Panama (15) Puerto Rico (16) Samoa (17) Saudi
Arabia (18) Sri Lanka (19) Syria (20) Trinidad amp Tobago (21)
Tunisia (22) US Virgin Islands (23) Yemen
HSEQ Means the areas of expertise activities or professional
regulations controlling aspects of professional risks within
the company in order to lead to an integrated management
system relating to Hygiene Safety Environment and
Quality As such the HSEQ officer is responsible for ensuring
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the safety of staff training in prevention compliance and
reliability of facilities in the company
Identified Person Means WPO SAS its affiliates their officers employees
agents subcontractors data controllers service providers
and respective advisers
Information Document Means this document entitled Blockchain Technology
Servicing the Energy Transition and Renewable Energy
drafted and published by WPO prepared in accordance
with article 712-2 of the AMF General Regulation and AMF
Instruction DOC-2019-06 presenting the WPO GreenToken
Project and associated risk factors
Information Systems Means the various information systems of WPO hardware
and software necessary for End-to-End traceability of the
Production Data from the sites where the wind and solar
farms are installed and for their monetisation using
Distributed Ledger Technologies
Investment Advisory Committee Created in 2019 the WPO Advisory Investment Advisory
Committee also called the GreenToken Advisory Board is
responsible for steering the governance of the GreenToken
Project
IoT (Internet of Things) Means the Internet of connected objects which is the
interconnection between the Internet and objects places
and physical environments The name refers to an
increasing number of objects connected to the Internet
allowing communication between our so-called physical
property and their digital existences
ISP Means investment services providers investment firms and
credit institutions that have been authorised to provide
advice the approval is
issued by the ACPR which maintains the list of approved
service providers
KYB (Know Your Business) Means the identification process to know the client (legal
person) before starting a business relationship included in
the AML-CFT controls For WPO this is an approach to verify
the identity of its clients and assess the potential risks of
concealment or fraud before authorizing the business
relationship
KYC (Know Your Customer) Means the identification process to know the client
(individual) before starting a business relationship included
in the AML-CFT controls For WPO this is an approach to
verify the identity of its client and assess the potential risks
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of concealment or fraud before authorizing the business
relationship
Ledger Vault Commercial solution for the custody and management of
multiple-authorised Cryptocurrency portfolios developed
by Ledger SAS
Lock-up In general refers to a lock-up period of funds In this case
means the period beginning on the Token Listing Date
during which an owner undertakes not to transfer its
GreenTokens
Machine Learning algorithms Machine learning (or statistical learning) is a field of study of
Artificial Intelligence which is based on mathematical and
statistical approaches to give computers the ability to
learn from data ie to improve their performance to solve
tasks without being explicitly programmed for each
Management Committee Provided for by WPO articles of association established in
2008 the Management Committee contributes to the
composed of the
Executive Committee and the Operating Committee
Market Share Means the ratio between the capacity (in Megawatts)
supervised by WPO and the capacity installed in a country
expressed as a percentage
Megawatt hour Megawatt hour (symbol MWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by one megawatt
Minimal Viable Consortium See Minimal Viable Product
Minimum Subscription Threshold Means the minimum amount (in euros) below which it is
not possible to purchase GreenTokens in the Public Token
Offering The Minimum Subscription Threshold is set at 100
euros
Minimum Viable Product Means a rapid product or feature development strategy In
the case of the Project the Minimum Viable Product takes
it
must have all the characteristics of the finished consortium
which are not only achieved in their entirety (Feasibility
Design UX Functionality) We speak in English of Minimum
Viable
Multi-authorisation procedure Procedure established and implemented by the Depository
COINHOUSE as part of the removal of the receiver who
collected the Cryptocurrency during the Public Token
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Offering and detailed in Appendix 2 of the engagement
letter between COINHOUSE and WPO The number of
authorised persons is three an authorised representative of
the WPO Directorate an authorised representative of
COINHOUSE and a third party representative outside WPO
such as the Chairman of the Investment Advisory
Committee
Nominal Value Means the price of the GreenToken sold by WPO to its
traditional clients as part of the Services-For-Data Before
the Token Listing the Nominal Value is equal to one (1) euro
After the Token Listing the Nominal Value is the maximum
between one (1) euro and the Exchange Value
Operational Committee (OpsCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the operational
managers of WPO
Oracle Means a physical component a measuring device that is
part of a computer network transporting information from
the physical world to a Smart Contract It creates the link
between the physical world and a Blockchain that Smart
Contracts browse and allows these contracts not to be
limited to information internal to the Blockchain
Penetration test Means a method of testing the security of an information
system or an IT network generally consisting of analysing
the infrastructure of a computer network in order to
simulate the attack of an ill-intentioned user or even of a
malware
PEP (Political Exposed Persons) Means a person exercising (or having exercised) a high
public service or who is intimately associated with such a
person Because of this function and the influence they may
have there is a high risk that PEPs may be involved in
corruption
POC (Proof of Concept)) Means proof of concept (or proof of feasibility) ie a
concrete and preliminary short or incomplete
experimental achievement illustrating a certain method or
idea in order to demonstrate its feasibility
Power Purchase Agreement Means a contract between an energy producer and an
energy buyer See also Corporate Power Purchase
Agreement (PPA)
Private Token Sale Sale of GreenTokens by WPO to private individuals or
companies who buy them outside the framework of the
Public Token Offering
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Production data Means all raw data relating to the measurement of energy
production by the facility supervised by WPO including
SCADA data and all production data provided by
maintenance companies and all production data provided
by distribution and transmission system operators
Production event Means a measurable event in the form of any data
metadata andor contextual data or time series andor
aggregate thereof occurring during the production of
energy from renewable sources eg a megawatt hour
Project (or GreenToken Project) Means the WPO project consisting of issuing GreenTokens
and GoCert certificates private production certificates to
contribute to creating the conditions of trust in renewable
energies and the Energy Transition and as set out in the
Information Document
PSP Means a Payment Service Provider whose status and
activity are regulated
Public Token Offering Means WPOs financing transaction for the issuance and
sale to the public of GreenTokens as described in the
also
Quantity Means the total fixed and definitive amount of
GreenTokens to be issued by WPO at the end of the Public
Token Offering ie 15 million units
RCS Means the Trade and Companies Register the service kept
by the registry of the Commercial Court which lists all
companies registered in France It compiles data on legal
entities (identification number share capital form and
company name creation date) and on natural persons who
carry on a commercial activity
RE100 Private initiative launched at the United Nations Secretary-
participation of 13 major companies today brings together
more than 200 companies around the world Representing
a total annual electricity consumption of around 220
terawatt hours they committed to supplying 100
renewable electricity by 2050
REGAFI Means the register of financial agents kept by the ACPR-
Bank of France available at wwwregafifr
Registration Means the public registration procedure on the Public
Token Offering on the WPO online subscription platform
and carried out by EQUISAFE in advance of any subscription
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to the GreenTokens This procedure implies in particular
the creation of the User Account
REMIT Means European Regulation No 12272011 on the integrity
and transparency of wholesale energy markets
Repowering Replacement of equipment with new production
equipment of different characteristics
Reserve Means the allocation of GreenTokens held by WPO upon
issuance and intended to satisfy the mandatory demand for
Services-for-Data GreenTokens
Retrofitting Optimization of production equipment by adjustments or
the addition of improved components
Revamping Replacement of part of the components of the production
equipment or replacement of such equipment with the
same
SaaS (Software As a Service) Means a business operating model of software in which the
software is installed on remote servers rather than on the
users machine Clients do not pay a user licence for a
version but freely use the online service or more generally
pay a subscription licence
SCADA Means the system of control and retrieval of data (or
teleprocessing ) installed at wind and solar sites
Services-For-Data Major commercial and contractual innovation
implemented in the summer of 2018 WPO has the right to
traditional services In order to balance the model the
obliged
certified goods and services
Smart Claim Means WPOs commercial and contractual innovation
providing reliable contractual solutions for insurance claims
through Distributed Ledger Technology (DLT) The name
results from the synthesis between Smart Contract and
Claim
Smart Contract Means an IT protocol that facilitates checks and executes
the negotiation or performance of a contract or makes a
contractual clause unnecessary (as attached to the Smart
Contract) Smart Contracts generally have a user interface
and emulate the logic of contractual clauses which can
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therefore be partially or completely self-executed or
executed for validation or both
Smart PPA Means WPOs commercial and contractual innovation
providing reliable contractual solutions for the purchase
and sale of electricity between producers and buyers of
electricity production through the Smart Contracts of its
Distributed Ledger Technology (DLT) The name results
from the synthesis between Smart-Contract and Power
Purchase Agreement
Soft-cap Means the minimum amount to be collected during the
subscription peri
million
Subscription price Means the sale price of the GreenToken set for the Public
Token Offering The subscription price of the GreenToken is
fixed at 095 euros before any additional discount(s)
Target See Target Amount
Target Amount Means the amount WPO wishes to collect during the Public
Token Offering ie
Terawatt hour The terawatt hour (symbol TWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a terawatt ie one million megawatt hours
Tezos Means Cryptocurrency and the underlying computer
protocol (network) whose code is XTZ
Means the date of admission and first listing of the
GreenToken to a Digital Asset exchange platform
Tokenisation Means the evolution of the business model of WPO and its
professional ecosystem consisting of issuing GreenTokens
which the company will accept in exchange for its goods
and services including GoCert certificates
Transfer (n and v) Means the deed of assignment contribution donation
other by which a GreenToken or a GoCert certificate is
transferred to a third party as defined in the General Terms
and Conditions of Use
URSSAF In France organisation comprising of private bodies
responsible for a public service mission falling within the
regime
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User Account Means the personal account of a subscriber as provided for
in the General Terms and Conditions of Use
Utility Token Means any intangible asset representing in digital form
one or more rights that may be issued registered stored or
transferred by means of a Distributed Ledger Technology
(DLT) that allows the direct or indirect identification of the
asset owner referred to in article L54-10-1 1deg of the CMF
Utility Value Means the price of the GreenToken redeemed by WPO
Before the Token Listing the Utility Value is equal to the
Nominal Value After the Token Listing the Utility Value will
be the lower of one (1) euro and the Exchange Value
VAT Means the Value Added Tax applicable in France
Vesting Means the commitment to purchase GreenTokens from
WPO in respect of the Private Token Sale for a single
purchase (these are then referred to as Simple Vesting) or
in periodic purchases (these are then referred to as Multi-
annual Vesting)
White label Means a service or product designed by a company which
other companies rebrand and sell under their own brand In
the case of the GreenToken Project WPO will produce
GoCert certificates that it will provide to the operators of the
Certificate Markets who will distribute them under their
own brand and official designation without reference to the
WPO brand or the name GoCert
WPO Dashboard Means the secure and bespoke application for
teleprocessing and organisation of performance views of
large portfolios of power generation plants from renewable
sources Developed by WPO WPO Dashboard allows for the
real-time monitoring of production technical and financial
performance and changes in the health status of renewable
energy assets
WPO Directorate Means the corporate officers chairman and managing
directors of WPO
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3 GreenToken Subscription Price 76
4 Accepted Currencies and Digital Assets 78
5 Steps prior to the Public Token Offering 78
6 Terms of subscription for GreenTokens 79
7 Time frame of the Public Token Offering 84
8 Information on the period after the Public Token Offering 85
PART 6 - TECHNICAL TERMS AND CONDITIONS FOR THE ISSUE OF GREENTOKENS 86
1 Description 86
2 Parameters of the automated computer programme and objective of the functions 88
3 Security and Compliance Audits 88
PART 7 - CUSTODY AND RESTITUTION OF FUNDS AND DIGITAL ASSETS 89
1 Monitoring and safeguarding of funds and digital assets collected 89
2 Refunding of Subscribers 92
PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS ANTI-MONEY LAUNDERING AND
COMBATING THE FINANCING OF TERRORISM AND SECURITY 95
1 Knowledge of subscribers and AML-CFT 95
2 Cybersecurity and detection systems for technical malfunctions 101
PART 9 - APPLICABLE LAW RESTRICTIONS AND JURISDICTION 102
1 Applicable law 102
2 Restrictions on the Public Token Offering 102
3 Competent courts in the event of a dispute 102
4 Tax regime applicable to the holding of GreenTokens in France for French subscribers 103
PART 10 - DECLARATION 105
PART 11 - GLOSSARY 106
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PART 1 - INFORMATION ON THE TOKEN ISSUER
Public Token Offering 1 comprises the issuance of Digital Assets GreenTokens classified as
Utility Tokens within the meaning of article L 54-10-1 of the Monetary and Financial Code (CMF)
GreenTokens entitle the holder to GoCert certificates private certificates created registered and
transferred through a Distributed Ledger Technology (DLT)
1 About WPO
11 Who we are
Founded 12 years ago WPO is a leading independent European platform for asset management and
specialist services in wind power and solar photovoltaic energy (wwwwpoeu) We offer a full range
of technical administrative commercial and financial as well as insurance and power aggregation
expertise in electricity production from renewable sources
We oversee a capacity of more than five gigawatts and the production of ten terawatt hours per
year of electricity from renewable sources WPO is active in over 600 wind and solar energy sites
located in 12 European countries and overseas territories (the Caribbean Indian Ocean and Pacific
Ocean)
The value of the renewable assets under mandate is nearly seven billion euros and each year the
sale of electricity produced from these renewable energy sources is more than 900 million euros
12 Legal entity
The issuer of the GreenTokens is WPO a simplified company limited by shares with a capital of 31112
euros registered on the Paris Trade and Companies Register under the unique identification number
SIREN 507 735 199 and having its registered office at 22 rue de Palestro 75002 Paris
13 Contact details
Address
WPO SAS
22 rue de Palestro
75002 Paris
France
Website wwwwpoeu
Email welcomewpoeu
1 The terms marked by (or capitalised terms) are defined in PART 11 - GLOSSARY at the end of the document
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14 Shareholder structure
WPO is
bull 85 owned by PAMIR HOLDING SARL itself owned by Bartheacuteleacutemy Rouer (LinkedIn)
bull 1325 owned by DALCO HOLDING SARL itself owned by Duncan Levie (LinkedIn)
bull 175 owned by EVGAN SAS itself owned by Alexandre Bertrand (LinkedIn)
15 WPO subsidiaries
WPO wholly owns (100 ) several subsidiaries
bull Germany WPO DEUTSCHLAND GMBH
bull Ireland WPO IRELAND LTD
bull United Kingdom WPO UK SERVICES LTD
bull Sweden WPO SVERIGE AB
16 Structure of WPO Group
Figure 1 Structure of WPO Group and its owners
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17 Our history
The current history of WPO begins in 2008 but its roots go back to 1992 the date of the Rio de
Janeiro Earth Summit and the founding of Wind Prospect the renowned multinational wind energy
business
Figure 2
2020 GreenToken Public Offering approved by the AMF
2019 We service over 600 project sites in 12 European countries
We are located in 28 regional offices and service points
52 GW under service
2018 10th anniversary of WPO
Launch of the GreenToken Project
35 GW under service
2017 The company becomes WPO Group
29 GW under service
2016 Sweden office opens
19 GW under service
2015 Merger of Wind Prospect Operations Ltd and Wind Prospect SAS
We operate from 22 regional offices and service points
10 GW under service
2014 Germany office opens
Launch of the Inspection and Insurance Broking business streams
2013 Seven local service points open in French regions
2012 Wind Prospect SAS becomes an affiliate of Wind Prospect Group Ltd
Pamir Holding SARL takes control
2011 Launch of the Solar business stream
2010 Incorporation of Wind Prospect Operations Ltd - United Kingdom amp Ireland
Founding Partner Duncan Levie
2008 Incorporation of Wind Prospect SAS - France
Founding Partner Bartheacuteleacutemy Rouer
2007 Launch of operations in France (mainly Advisory Services) from Wind Prospect Ltd
2005 Ireland office opens
2000 Australia office opens
1997 Wind Prospect formally established in the UK (Bristol)
Founding Partners Euan Cameron and Colin Palmer
1992 Cons nd wind farm by Euan Cameron and Colin Palmer
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18
Figure 3 WPO
WPO Group Certified consolidated accounts
In thousands of euros (1) 2016 2017 2018 2019
Revenue 6502 6939 6847 6507
Sale of GreenTokens (2) - - - 216
EBITDA 430 313 (304) 473
Operating profit or (loss) 365 184 (467) 312
Profit or (loss) for the year 230 311 (467) 338
Equity 1389 1767 1309 1670
Average number of full-time
equivalent employees (FTE) 61 74 78 73
RevenueFTE 107 94 88 90
Notes
(1) 2019 consolidated revenue is made up of approximately 55 euros (EUR) 35
pounds sterling (GBP) and 10 Swedish krona (SKR)
(2) Sales of GreenTokens are accounted for as deferred income and not as revenue (see Section
)
19 Our distinctions
WPO has been the leading independent provider of Asset Management Services in France for the
past seven years2 and more recently in Luxembourg Finland Sweden the UK and Ireland
Our estimated average market share is 73 in these markets
WPO is listed in the Financial Times FT1000 - stest Growing Companies 2017 ranking
2 Source France Energie Eolienne - Energy annual reports 2013-2019
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110 Our orderbook
More than 85 of our revenue is recurring
Our secured order book amounts to 216 million euros ie the equivalent of more than three years of
revenue3
In 2019 orders for GreenTokens reached the invoiced and paid amount of 216000 euros For the 2020-
29 period contractual commitments to purchase GreenTokens reached 16 million euros and the
options to purchase GreenTokens reached 14 million euros (see Section Sales)
Supported by the strong growth of the renewable energy sector and our Services-For-Data business
innovation orders have increased by 27 over the past twelve months ie one gigawatt of added
capacity in Europe and overseas
Figure 4 Renewable Power Capacity serviced by WPO
111 Our brand name
An acronym for Wind Prospect Operations the three letters of our current name simply WPO
continue to proudly recall our pioneering roots Today they also refer to strong constitutive elements
of who we are and our mission We sincerely believe that the essence of our work is to help make the
world a better place by ensuring the delivery of reliable clean and sustainable energy in a word
positive
in the business of positive
112 Our experience
ble assets under management has grown to comprise
nearly two thousand wind turbines 12 million photovoltaic modules and 360 project companies Real-
time supervision of these power plants is the bedrock of our experience
At the crossroads of the renewable energy and green finance ecosystem in Europe we have advised
3
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of wind and solar power projects at all stages of maturity On site each year WPO performs 1000
technical inspections and 500 expert inspections for commissioning and end-of-warranty purposes
and carries out occasional on-site audits
The average availability of European assets managed by WPO is 39 greater than those managed
by third parties4 For our clients this performance represents a cumulative additional income of seven
million euros per year
113 Our team
We are driven by our desire to contribute to the Energy Transition together
Our 73 employees are based in Paris Manchester Dublin Stockholm and Frankfurt and in over
twenty additional service points across Europe All of whom are experienced professionals whose
skills integrity and commitment are fully recognised
Figure 5 Expertise at WPO
The WPO team is managed by a Management Committee a group of the most senior professionals
activities
If our experience and technical expertise are the pillars of our success the safety of our operations is
its keystone
In 12 years we have not experienced any major accident relating to our teams on site and the assets
under our supervision a source of pride and a mark of quality for our team and our clients
4 Automatic algorithmic calculation on all wind installations monitored in Europe by WPO defining a non-contractual average technical and energy availability on 18 Nov Lake)
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114 Where we are in Europe
Figure 6 Wind and solar sites serviced by WPO
Figure 7 WPO offices and service points
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115 Our clients
Our clients are the major players in the renewable energy sector owners investors lenders insurers
and reinsurers The activities of many of them are regulated and overseen by the European or North
American financial authorities
Some of our clients have been placing their trust in us for more than ten years Other clients trust us
to the point where they appoint us as executive officers (chairmen or directors) for their operations
In turn we trust them by accepting these responsibilities
116 Our references
Figure 8
INVESTMENT FUNDS
123 INVESTMENT MANAGERS GOODYIELDS CAPITAL
ACCESS CAPITAL PARTNERS GRAVEL CAPITAL
ACOFI GREENCOAT CAPITAL
ALLIANZ CAPITAL PARTNERS HG CAPITAL
ALLIANZ GLOBAL INVESTORS JOHN LAING
AREAM RENEWABLES KGAL INVESTMENT MANAGEMENT
AXA PRIVATE EQUITY (ARDIAN) MARGUERITE FUND
BLACKROCK RENEWABLES INVESTORS MEAG MUNICH ERGO ASSET MANAGEMENT
BLUE ENERGY NTR
BNP CLEAN ENERGY PARTNERS (GLENNMONT) OBTON
DYNAMIC CAPITAL OCTOPUS INVESTMENTS
CDC INFRA OFI-INFRAVIA
EWC GROUP CAPITAL PREMIUM
COILLTE QUAERO CAPITAL
CREDIT AGRICOLE ASSURANCES RESONANCE ASSET MANAGEMENT
CUBICO SUSTAINABLE INVESTMENTS PRIVATE INVESTMENT BANK
DIF - DUTCH INFRASTRUCTURE FUND SAMFI-INVEST
DOWNING TREIS PARTNERS (MANOR)
ENCAVIS TRUFFLE CAPITAL
EUROFIDEME 2 (MIROVA) TTR ENERGY
FORESIGHT GROUP WHEB INFRASTRUCTURE
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DEVELOPERS
ABO WIND NORDEX
AREVON ENERGY OVERALL RP
ARKOLIA ENERGIES SUN DEVELOPMENT
ENO ENERGY VELOCITA
ENERGIETEAM VENTO LUDENS
FORSA ENERGY VOLKSWIND (AXPO)
FUTUREN (EDF) WIND CLUSTER
INVENERGY WPD WPD OFFSHORE
ENERGY AND ELECTRICITY COMPANIES
BADENOVA EWZ - ELEKTRIZITcurrenTSWERK DER STADT ZUumlRICH
BKW GEgraveCTRIC
EDGE NA MONA GEG - GAZ ELECTRICITE DE GRENOBLE
CNR NATIONAL HRONE COMPANY IWB - INDUSTRIAL WERKE BASEL
EDP RENEWABLES TOTAL QUADRAN
EKZ RENEWABLES SERGIES
ENGIE GREEN ENGIE SOLAR SHELL NEW ENERGIES
EOS - ELECTRICITY OUEST SWITZERLAND STEAG - STEINKOHLEN-ELEKTRIZITAumlT AG
BANKS amp ADVISORY
BARCLAYS KFW IPEX
BNP PARIBAS MACQUARIE
BPIFRANCE MUFG - MITSUBISHI UFJ FINANCIAL GROUP
CAISSE DEPARGNE NATIXIS (BPCE ENERGIEECO)
CM-CIC NORD LB
COMMERZBANK RBS - ROYAL BANK OF SCOTLAND
AGRICULTURAL CREDIT SAAR LB
CREDIT COOPERATIF SOCIETE GENERALE
HCOB (HSH NORDBANK) TEVALI PARTNERS
LAZARD FRERES transaction R (ROTHSCHILD amp CO)
LLOYDS TRIODOS BANK
ING ULSTER BANK
INDEPENDENT PRODUCERS
AALTO POWER INNERGEX RENEWABLE ENERGY
AKUO ENERGY LEGENDRE ENERGIE (ARMORGREEN)
ATALANTE ENERGIES NEOEN
BORALEX OEKOSTROUM
EDD (ECO DELTA DEVELOPMENT) STABEDIX
SPECIAL ENERGY (ENERCOOP) TAALERI ENERGIEIA
FALCK RENEWABLES THRIVE RENEWABLES
REGIONAL PLAYERS amp MIXED ECONOMY COMPANIES
WIND ASSET SEM NIEVRE ENERGIES
BEGAWATT SICECO
CITEOLE REGISTERED OFFICE 27
EOLYS SIPENR
SEM RENEWABLE ENERGY SITE IN OUAGADOUGOU
SDESM ENERGIES WEST ENERGIES
Figure 8
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117 Our historical services
Asset Management Services As a private adviser and asset manager for world-renowned clients our team ensures the safety and
optimum performance of their assets through the expert resources we deploy 247365 adjacent to
their sites in Europe
bull Health safety and environment management
bull Technical and performance management
bull Commercial management and supplier contracts
bull Continuous monitoring and management of production facilities
bull Management of on-site activities
bull Management of stakeholders residents and public relations
bull Hosting and analysis of Production Data
bull Administrative and financial management
bull Management of credit agreements
bull Management of insurance policies and claims
bull Management of contracts for the purchase and sale of energy certificates and capacities
bull Management of REMIT obligations
bull Directorship mandate
Specialised Services We also provide a range of independent bespoke technical services at key points in the life cycle of
wind farms and solar installations Our experts advise our clients on the purchase sale financing and
refinancing of the assets on acceptance for guarantee purposes and on renewal of agreements
bull Technical due diligence
bull Tendering and procurement
bull Performance analysis
bull Post-construction wind amp solar energy capacity studies (recalibration)
bull Negotiation of contracts (equipment supply contract Operation amp Maintenance contract
aggregation contract etc)
bull Strategy to extend the life of production plants (Repowering Revamping or Retrofitting)
bull Audit inspections and technical measures (building oversight acceptance of works and
drawing up list of reservations inspection and end of warranty study video-endoscopy
inspection of blades and measurement of the angle of inclination electrical testing of
generators thermography etc)
bull Audit and Inspection of health safety and environmental controls
bull Advice on aggregation and trading of electricity
bull Insurance broking
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2 GreenToken Project Team
21 Our Executive Committee
The members of our Executive Committee are invested in the GreenToken Project Each of them
brings their experience know-how and particular expertise to ensure its success Client Relations
Technical Operations Health Safety Environment amp Quality Administration amp Finance Human
Resources Marketing amp Communication and - of course - IT amp Digitalisation
They are supported by all 73 WPO Group employees and by the network of partners institutions and
clients that are intrinsic to the ecosystem of the GreenToken Project
Bartheacuteleacutemy Rouer
CEO and cofounder
Duncan Levie
Managing Director and cofounder
Bartheacuteleacutemy Rouer graduated from INSA Lyon and is a
qualified mechanical engineer He joined the
renewable energy sector when France launched its
first renewable support mechanism in 2001
He worked as a project manager or director for several
companies such as Schlumberger Vergnet EnXco
(EDF Renewables) Shell Wind Energy (Royal Dutch
Shell) and UPC Renewables
He developed onshore and offshore wind projects in
France Spain Greece Italy the United Kingdom the
Netherlands Cuba Dominican Republic and China
before creating WPO in 2008
With 20 years of international experience in the
renewable energy sector Bartheacuteleacutemy sits on various
boards of directors for major institutional financial
investors
Duncan Levie graduated from Trinity College Dublin
with degrees in engineering and mathematics He
also holds a certified diploma in accounting amp finance
(ACCA) and qualified as a Chartered Engineer while
working for BP International where he held various
key positions in major projects for onshore and
offshore energy projects around the world
Subsequently Duncan co-founded and managed an
engineering services company in the energy
petrochemical and heavy industry sectors in Ireland
In 2010 he co-founded the UK amp Ireland asset
management business at Wind Prospect now WPO
Duncan sits on various boards of directors for large
institutional financial investors in the renewable
energy sector
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Lara Moretti
Director of Human Resources
Alexandre BERTRAND
Managing Director Digitalisation amp Data
Lara Moretti holds a
from ESSEC Business School with an expertise in
human resources She also has a degree in Public
Relations and a background in metaphysics and
psychology from the State University of New York
Lara began her career as a teacher at Education
Nationale and then worked at Vogue magazine
(Condeacute Nast Group) as a personal assistant to the
President Prior to joining WPO Lara was HR manager
at an American oil company
At WPO since 2012 she has been responsible for the
development and deployment of HR
management policy in line
strategy in a context of strong international growth
Alexandre Bertrand graduated from Eacutecole Centrale de
Marseille He joined WPO for the first time in 2010 as
Operations Manager He was then responsible for
setting up WPOs Technical Management
Department This department continues to occupy a
central position in services
Alexandre subsequently furthered his managerial
experience as Services Manager for Alstom Wind
(France Middle East and Africa) then as Leader of
Wind Services (Operations and Maintenance France
and Belgium) at GE Renewable Energy
With 17 years of experience in the renewable energy
industry Alexandre returned to WPO in 2020 where
business model focused on the collection security
and monetisation of Energy Data in connection with
the GreenToken Project
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Delphine Hubas
Health Environment and Quality Director
Youri Pasquier
Information Systems Director
Delphine Hubas graduated from Agrocampus de
Rennes and is a qualified engineer She also holds a
and Sustainable
Development
Delphine has been working in HSEQ since the
beginning of her career in various industrial groups
and consultancy firms
She has been working in the renewable energy
sector for over ten years and has developed her
career in Europe at several international companies
such as Vestas EDPR and EDF Renewables for
which she has put in place and managed the HSEQ
management systems certified according to ISO
OHSAS and MASE standards
At WPO she is responsible for developing and
putting in place the integrated HSEQ management
system and oversees the HSE operational control of
all wind and solar assets in Europe
Youri Pasquier first graduated in international
commerce from IPAG Paris and then as an engineer
(specialising in IT at ESIEE in Paris)
While working in pioneer companies such as Club-
internet and Vivendi Universal during the 2000s he
developed his IT technical expertise (security high-
availability infrastructure high-traffic digital platforms
e-commerce) He was then involved in the
development of ViaDirect a software editor and
international integrator specialised in information and
guidance in buildings Youri put in place digital amp IoT
equipment around the world on various cloud
platforms
rs by
operations management He then joined WPO in 2018
to take char
and their security
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Christophe Cuzol
Operations Director
Herveacute Gagnaire
CFO
Christophe Cuzol graduated from INSA in Lyon and
is a qualified mechanical engineer In 1999 he took
his first job in the renewable energy sector in
Germany before returning to France when the first
renewable support mechanism was launched in
2001
His first responsibilities were in the development of
wind farms and then in technical studies with more
than 200 wind measures deployed in 10 European
countries
In 2008 he set up the operating division at VSB
Energies Nouvelles This division enabled the
company to become a major player in technical
management services for renewable assets on the
French market with more than 600 MW of wind
farms and supervised photovoltaic installations
He joined WPO in 2018 to head-up the technical and
operating management services on behalf of third
parties at group level and to guarantee the same
quality of service to all its European clients
After graduating from HEC Paris Herveacute Gagnaire
began his career as a strategic and organisational
consultant in a firm founded by former consultants at
Bain amp Mc Kinsey
After ten years in the firm he then joined the
Management of System U (central retailer of Super U
stores)
After working at the textile company Jennyfer as
Director of Flow Management Herveacute then held
management control and financial management
positions in sectors such as engineering and non-
structural building works while studying for a
management accounting diploma at Cnam Intec
(Diploma obtained in 2014) Before joining WPO Herveacute
worked with SMEs as an external financial director
including the INSEAD Business School
At WPO he is responsible for corporate administration
and financial management both internally and on
behalf of third parties as well as financial consolidation
and management control of the GreenToken Project
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22 Legal advice
CMS LEFEBVRE AVOCATS SELAFA (SIREN 722 047 164 RCS Nanterre) 2 rue Ancelle 92522 Neuilly-
sur-Seine France
The CMS network (wwwcmslaw) of which CMS Lefebvre Avocats is a member has nearly five
thousand lawyers in 43 countries and 75 offices
Missions Legal and tax validation of the business plan drawing up of commercial contracts legal and
regulatory assistance for the structuring of the GreenToken and GoCert certificate and assistance in
drafting the Information Document
23 GreenToken technology
EQUISAFE SAS (SIREN 845 383 645 RCS Paris) 18 rue des Capucines 75002 Paris France
EQUISAFE (wwwequisafeio) is a technological infrastructure provider for the issuance distribution
and management of the life cycle of Digital Assets and financial securities EQUISAFE has the status
of Payment Service Provider Agent approved by the ACPR-Banque de France under number
REGAFI 85392
Missions Design and issue the GreenToken through the EQUISAFE platform
24 Escrow and Conservation of Legal Currencies
(wwwfinuzesfr) is an Investment Services Provider (ISP) approved by the
ACPR-Bank of France under number REGAFI 19112
Missions Receive hold in escrow and custody of subscriptions made in legal currency
25 Custody and holding of Digital Assets in escrow
COINHOUSE SAS (SIREN 815 254 545 RCS Paris) 35 rue du Caire 75002 Paris France
COINHOUSE (wwwcoinhousecom) is an online platform and physical foreign exchange counter to
buy sell and store Cryptocurrencies COINHOUSE CUSTODY SERVICES is the sister company
specialising in the custody of digital assets on behalf of third parties COINHOUSE has both
mandatory registrations issued by the AMF for the purchase and sale of Digital Assets against euros
and the custody of Digital Assets COINHOUSE CUSTODY SERVICES has obtained the mandatory
registration issued by the AMF for the custody of Digital Assets
Missions Receipt holding in escrow and custody of subscriptions made in Cryptocurrencies through
a multi-authorisation system At the end of the process and on instruction conversion of
subscriptions into euros
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26 Identification of subscribers
Lemon WAY SAS (SIREN 500 486 915 RCS Bobigny) 14 rue de la Beaune 93100 Montreuil France
Lemon WAY (wwwlemonwaycom) is a Payment Service Provider (PSP) approved by the ACPR-
Banque de France under number REGAFI 16568
Missions Identification of subscribers (KYC and KYB) anti-money laundering and combating the
financing of terrorism (AML-CFT) collection and ring-fencing of funds for subscriptions contracted
by EQUISAFE and that are in foreign currencies which are legal tender
27 GreenToken Listing
CRYPTOEXCHANGE SAS (SIREN 828 416 123 RCS Paris) 7 rue Poirier de Narcay 75014 Paris France
SAVITAR (wwwsavitario) is the platform for trading and exchanging Digital Assets carried out by
CRYPTOEXCHANGE
Missions Pricing the GreenToken on the day after the issue date and fair management of market
activity and conditions of exchange for users
28 Bank
CREacuteDIT COOPEacuteRATIF SCA (SIREN 349 974 931 RCS Nanterre) 12 boulevard Pesaro 92024 Nanterre
Cedex France
Credit COOPERATIF (wwwcredit-cooperatifcoop) is a French credit institution authorised by the
ACPR
Missions Depository of funds in euros collected by WPO after the release of the escrow accounts and
the provision of traditional banking services
3 Interests including conflicts of interest that may
affect the Public Token Offering
WPO is not aware of any internal or external situation constituting a conflict of interest that could
significantly affect the Public Token Offering or harm the public or the smooth running of the
GreenToken Project
In particular no free distribution of GreenTokens will be made before or during the Public Token
Offering with the exception of a distribution of tokens to WPO employees as described below
31 Free distribution of GreenTokens to WPO employees
As agreed with its Social and Economic Committee WPO plans to distribute 30 GreenTokens to each
WPO Group employee free of charge for each month of service (intern apprentice employee or
corporate officer) present on the closing date of the subscription period of the Public Token Offering
subject to reaching the minimum amount (Soft-cap)
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This initiative represents a maximum distribution of around 100000 GreenTokens
The free distribution of GreenTokens is limited to 07 of the Quantity
This allotment based on length of service promotes social geographical and corporate cohesion
within the company It -term commitment regardless of their hierarchical
position or salary level
The distribution is planned to take place on the same date as that of the allocation of GreenTokens
to subscribers (See Section Time frame of the Public Token Offering) If applicable the non-allocated
GreenTokens will be placed in the Reserve
WPO employees may choose to acquire more GreenTokens in connection with the Public Token
Offering under the terms and conditions of subscription set out in this Information Document
without any particular advantage These subscriptions will not represent a significant portion of the
Public Token Offering
32 List of exposed beneficiaries
To date there are five identified beneficiaries of the Free distribution of GreenTokens to WPO
employees who are involved in the Governance of WPO and the GreenToken Project
They will receive a total of 13776 GreenTokens representing less than 01 of the total tokens to be
issued (See Figure 9 below) This quantity does not have a significant impact on the Public Token
Offering
Figure 9 List of exposed beneficiaries and details of their allocation of GreenTokens
First name Last name Function(s) and any conflict(s) of interest
Seniority Number of free
tokens of the Quantity
Bartheacuteleacutemy Rouer Chairman and co-founder majority shareholder of WPO
2008 4562 003
Duncan Levie Managing Director and co-founder minority shareholder of WPO
2010 3406 002
Lara Moretti Director of Human Resources
2012 3067 002
Alban Jehu Optimisation and Innovation Manager Member of the Investment Advisory Committee
2014 2218 001
Alexandre Bertrand Managing Director minority shareholder of WPO
Member of the WPO Investment Advisory Committee
2020 523 Not
significant
Total 13776 009
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4 Governance of WPO
41 Governing bodies
Executive Officers WPO is a French simplified company limited by shares The executive officers assigned are those of
CEO and Managing Director and form the executive management of the company (the WPO
Directorate) These executive offices are governed by the articles of association of the company and
bull Since the creation of WPO in 2008 its CEO has been Bartheacuteleacutemy Rouer
bull Since the merger with the Irish and UK platform in 2015 its Managing Director has been
Duncan Levie
bull Since 2020 its Chief Digitalisation Officer responsible on putting in place the GreenToken
Project has been Alexandre Bertrand
Strategic Committee Th
implementation A number of decisions and acts of the WPO Directorate must be previously
authorised by a resolution of the Strategic Committee and cannot be implemented in the event of
an unfavourable decision of the Strategic Committee
Its ex officio members are the shareholders WPO executive officers
Management Committee The purpose of the Management Committee is to oversee and steer the functional and operational
governance of WPO It is structured into two sub-committees
Executive Committee (ExCom)
The ExCom is composed of the WPO Directorate and the functional directors of the company (eight
members) It provides advice and makes collegial decisions on all WPO functional and operational
topics including strategic directions the budget and proposals from the different departments The
ExCom also manages the GreenToken Project as has been seen above
Operating Committee (OpsCom)
The OpsCom
It expresses the needs and proposes the budgets and solutions that it believes are necessary for the
smooth operation of WPO operations and implements decisions with field teams and support staff
Social and Economic Committee Provided for by law put in place in 2012 the WPO Directorate and elected staff representatives meet
each month In particular they conduct an annual company climate survey open to all employees of
the WPO group in order to assess the overall level of satisfaction of employees and to work together
in implementing improvement actions
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Investment Advisory Committee Set up in 2019 the Investment Advisory Committee advises management on the good
governance of the GreenToken Project and Production Data
For more details see Section GreenToken Project Decision-Making and Governance Mechanisms
42 Principles
The principles of governance th -control
and collegiality These principles apply to the six companies in the WPO group and to the transactions
relating to the 360 companies that have placed their trust in us
The powers and cap Delegated which is updated
annually and at each staff movement
The collegial decision-making operates through the Strategic Committee the Management
Committee the Social and Economic Committee and the Investment Advisory Committee or their
working groups
The directors and departmental heads comprise of two-person teams in the event that one of them
resilience allow for cross-approvals and minimise silo or solitude effects associated with the
responsibilities of management
43 Results
As proof of our rigorous and agile management we have observed since the creation of WPO in 2008
bull The certification without qualification of our parent company (and consolidated) accounts by
the Statutory Auditor including the 2019 accounts
bull The absence of disputes with any employee or former employees
bull The absence of commercial disputes with any client or former clients
bull The absence of any refusal of insurance
bull No insolvency
bull Completion of a company audit (URSSAF) without any penalty
bull Completion of a VAT tax audit without any penalty
5 Statutory Auditor
A Statutory Auditor has been appointed and has audited the WPO parent company financial
statements in accordance with the laws and regulations since the company was founded in 2008 It
has also audited the WPO Group consolidated accounts since the internationalisation of our activities
in 2016
The Principal Statutory Auditor is CECAM (SIREN 311 306 591 00034 RCS Paris) in the person of its
Associate Managing Director Paul Foubert (LinkedIn)
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The mission of the Statutory Auditor has been extended5 to include this Public Token Offering
In this context it will
bull produce an audit report specific to the subscription of the Private Token Sale attesting to
the amounts effectively subscribed on the opening date of the public offering
bull produce an audit report specific to the subscription of the Public Token Offering attesting to
the Amount Effectively Collected and if it reaches the Minimum Amount (Soft-cap) and the
Maximum Amount (Hard-cap) on the closing date of the public offering
bull carry out the due diligence required to release the escrow accounts and to transfer the funds
to the bank account of WPO or where applicable to buy the tokens back from the
subscribers
bull produce an annual audit report specific to the management of GreenTokens including
events related to the issuance prices and stock of GreenTokens at each year end on 31
December
These reports are sent to the WPO Directorate and the Investment Advisory Committee They are
published on the WPO website (wwwwpoeu)
5 According to engagement letter reference CLHBPF dated 5 December 2019
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PART 2 - THE GREENTOKEN PROJECT
1 Our Project
The GreenToken Project aims to create the conditions of trust required to accelerate the Energy
Transition through the transforming power of the decentralised web
WPO wishes to create a new energy business model based on the reliability of renewable energy
production and the involvement of all stakeholders (business and citizens)
WPOs real-time supervision of wind and solar assets enables it to collect a vast amount of data on a
daily basis either electrical mechanical meteorological etc The intelligent use of this data improves
the profitability of wind farms and solar installations by reducing production costs (eg anticipation
of maintenance problems automation of management actions etc) and maximising energy
efficiency
The use of data will also enable WPO to produce and market private real-time renewable energy
production certificates called GoCert certificates registered and transferred through a Distributed
Ledger Technology (DLT) Through these certificates and for each planned use of this technology
new solutions will be provided that will optimise existing processes beyond traditional applications
for the operation of wind farms and solar installations
The GreenToken Project is a new business model based on the issuance of GreenTokens These
tokens will be the only instruments for obtaining GoCert certificates It will also be possible to pay
using these tokens andor legal tender currencies for the other goods and services offered by WPO
and the GreenToken Network a network of professional partners operating and optimising the
production of renewable energy
By holding a GreenToken an individual or company owns a tool for optimising and certifying the
production of green energy It is also an alternative source of pre-financing and an innovative means
of payment to reward individuals and companies engaged in environmental matters The use of
GreenTokens in the renewable energy ecosystem will eventually create a true network of
professionals organised around this tool thus increasing traceability
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access production data and the ability to sell GoCert certificates and GreenTokens have been
validated A Private Token Sale has been under way since April 2019
This Public Token Offering approved by the AMF will create the primary market for GreenTokens It
is planned for between 8 September and 12 November 2020
The admission of the GreenTokens to trading on one or more Digital Asset exchange platforms
scheduled immediately after the issuance of the tokens will create the secondary market
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2 Current business model (2008-19) consultancy
intermittent and short-term by nature bring clients to
subscribe to our Asset Management Services which are recurring and long-term
These Asset Management Services provide the operational knowledge necessary for the relevance of
the Specialised Service
Figure 10 expertise
After the Public Token Offering WPO will continue to offer its historical services with the same level
of quality according to our new business model as this quality is why our clients give us access to
their data
3 New business model monetisation of Production
Data
Faced with the drive to accelerate the Energy Transition WPO has chosen to innovate
As an innovation WPO services may be exchanged for the right to access and use the Production
Data owned by our clients through our Services-For-Data innovation
This grows our Data Lake a source of Our new certified goods and services based on the knowledge
of WPO and presented below They are embodied in the form of private GoCert production
certificates accessible through our Utility Tokens the GreenTokens
Thus WPO will proceed with acquiring vast amounts of energy production data from renewable
sources in exchange for its services and then monetisating them through the Blockchain and
Artificial Intelligence
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Figure 11 Monetisation of Production Data
31 Our Services-For-Data
Through a major commercial and contractual innovation in place since summer 2018 WPO has
acquired the right to monetise its Production Data in exchange for its historical and future
services and its new certified goods and services this is called Services-For-Data
In practice WPO sells services to its client which it invoices In return the client sells to WPO the right
to use their Production Data which it invoices Thus one invoice offsets the other
To balance the model the client is obliged to purchase GreenTokens from WPO When the contract
is recurring the purchase of GreenTokens is also recurring
The client may also purchase GreenTokens from other holders or from the Digital Asset exchange
platform(s) on which the GreenTokens will be admitted for trading
As a result Services-For-Data is a powerful growth lever that feeds our Data Lake substantially
Figure 12 Services-For-Data contractual features (Click on the frame or here)
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32 Our Data Lake
Positioned on an extensive and economic Redshift Cluster (multi-nodal cloud-based Amazon Web
Service data warehouse) our Data Lake contains more than 645 Gigabytes of production data
Already remarkable in size and quality it is now growing exponentially (+30 per annum)
Our digital remote management platform is compatible with most of the markets SCADA systems
It extracts and standardises the Real-time Production Data For example the task planner
automatically launches approximately 250000 daily tasks mainly imports to or operations on our
data warehouse
Developed for the operational needs of WPO it is now sold in exchange for euros or GreenTokens
under a SaaS licence under the name WPO Dashboard to world-renowned clients6 owners of wind
farms and solar installations in 12 European and overseas countries
Figure 13 Screenshot of WPO Dashboard
Its main role today is to unify the various data sources so that the production data is in a
homogeneous structure for storage and visualisation purposes
On this solid and industrialised base our first algorithms have already been validated and are used
daily by our engineers
Today developed on the basis of algorithms by our engineers already allow us to
simulate the behaviour of power plants under given conditions WPO has thus been able to detect
the issues requiring immediate corrective action or recommend operational improvements and
predictive maintenance actions valued at around 7 million euros of additional production
6 For example Allianz Capital Partners (Allianz Group) and Total Quadran (Total Group)
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For the future we are considering deploying high value-added Artificial Intelligence systems in a Big
Data environment in partnership with our clients and other members of the GreenToken Network
33 Our GoCert
Hitherto we have been known as the European manager of positive energy We now wish to become
trusted third-party high-tech certifier
Using Distributed Ledger Technology (DLT) WPO creates private secure and reliable production
certificates called GoCerts
Each GoCert cert
certified goods and services
A separate GoCert certificate type will be created for each line of certified goods and services
marketed by WPO These lines are described in the Section Our new certified goods and services
below
Each GoCert certificate is issued in real time from production sites and is linked by a computer key to
all the production data stored in our Data Lake (eg meteorological geographical pricing etc)
Figure 14
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In the field WPO will equip the facilities it supervises with very-low-consumption (or even standalone)
IoT type Oracles acting as secure data capture tools and as trusted entry points for our Distributed
Ledger Technology (DLT)
The GoCert Consortium will certify the uniformity authenticity and history of ownership of GoCert
certificates
Ownership of a GoCert certificate may be obtained on the GoCert Consortium in exchange for
GreenTokens by using Smart Contracts Once the GoCert certificate is cancelled (voluntarily or
failing that on the expiry date ie 36 months after the issuance of the certificate) it will allow its last
owner to benefit from a positive unique and reliable contribution to the development of energy
production from renewable sources (see the Section Value analysis)
GoCert certificates will feed the various lines of monetisation of the Production Data developed by
WPO through its new certified goods and services
The value in euros of GoCert certificates will be set by WPO for each line of monetisation of the
Production Data
The value of all GoCert certificates assigned to the client will be equal to the services provided by
WPO for this client
Under no circumstances will the transfer of ownership of a GoCert certificate result in the transfer of
ownership of the Production Data that the certificate represents
Finally the only instrument by which GoCert certificates may be obtained will be our Utility Token -
the GreenToken - which is the compensation unit for the work of calculation and operation (also
called Gas) of the GoCert Consortiums Smart Contracts
34 Our GreenToken
We have created our own Utility Token called GreenToken which is the instrument needed to
acquire GoCert certificates through the GoCert Consortium
GreenTokens are issued by WPO on a public network accessible by everyone around the
world and at any time The transactions stored therein are encrypted non-modifiable
non-deletable accessible in read mode by everyone without a central governance body
and fully decentralised
GoCert certificates will be issued by WPO on a semi-permissioned Distributed Ledger
Technology (DLT) the GoCert Consortium where each of the thirty participants will have
a node of the network in its infrastructure and where a sufficient number of participants
will need to validate transactions to add a block to the chain
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The GreenToken and the functions rights and obligations attached to it are described in PART 3 -
RIGHTS AND OBLIGATIONS ATTACHED
35 Our new certified goods and services
Anyone will be able to exchange GreenTokens for WPOs new goods and services Even if the price of
these new WPO goods and services is still expressed at market value in foreign currencies their
corresponding value in GreenTokens their Utility Value will be accepted by WPO
WPO will offer industry players not only more efficient secure and transparent applications but also
a new business model and where applicable a new revenue Partnerships will therefore be facilitated
and encouraged Through multilateral and decentralised exchanges everyone will be able to better
manage their contributions and make use of their contributions to accelerate the Energy Transition
There are already and will be a network of partners in our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchanging their own goods and
services
The Project is intended to operate in all countries where WPO is active regardless of the outcome
and where applicable the terms of Brexit
Specifically WPO has developed its Information Systems to promote the use of GreenTokens in the
energy sector according to the four lines of monetisation of the Production Data via GoCert
certificates presented below
GoCert1 - enhanced technical expertise
Case of WPO
service offering (see Section Our historical services ) The client base business flow and European
footprint will be gradually converted to the new business model
In practice anyone - historical or new client data holder or not - will be able to exchange their
GreenTokens for analyses audits advice expertise inspections licences tests and measurements
etc carried out by WPO These services are a source of Production Data which will feed our Data Lake
in return
certified goods and services
like the receipt issued on payment by credit card for example The value of all GoCert certificates
assigned to the client will be equal to the services provided by WPO for this client
WPO will also produce indicators of general interest for the general public to contribute
to the sharing of knowledge and the dissemination of technical and economic markers
for renewable energy These will be published online and will allow for example the
benchmarking of its performance with existing plants or resource or
production index to ensure reliability of its own indicators and to monitor the progress
of the Energy Transition in its region or in the world
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l size and is growing at an exponential rate This data is valued
by the continued development of algorithms including Machine Learning Algorithms so that WPO
services continue to improve in quality and efficiency and thus strengthen its position as an
undisputed leader in its historical business
The implementation of this enhanced technical expertise depends solely on our know-how and the
quantity of available Production Data which is quickly growing
Case extended to the GreenToken Network
ill also be able to accept the GreenToken as a
means of exchanging their own goods and services (see Section GreenToken Network) and will allow
the issuance of the corresponding GoCert certificates
GoCert certificates proof of purchase of goods and services from the GreenToken Network could
ultimately become proof of a contribution to the Energy Transition
This service will be operational at the end of the Public Token
will launch the GoCert Consortium and enable it to achieve the required maturity to serve as the
below
HOW IT WORKS
A WPO client wishes to have an assessment of a renewable power plant
bull WPO submits a quote with equivalent value in GoCert certificates and
GreenTokens
bull Client mandates WPO
bull WPO carries out the examination and invoices for its service
bull The client must have (and if necessary acquire) GreenTokens to purchase the
required number of GoCert certificates
bull The clients GreenTokens are exchanged for the required number of GoCert
certificates issued by WPO
At the end of the transaction
bull The client has received its assessment report and the GoCert certificates which he
can take advantage of
bull WPO has received the GreenTokens and if any the Production Data recorded in
its Data Lake
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GoCert2 - Short circuit electricity trading With the programmed stoppage of public subsidies for the production of energy from renewable
sources and with the spread of green electricity offers the dynamics of prices and energy supply will
become even more erratic As a result speculation on Power Purchase Agreements will intensify
In keeping with its mission to contribute to creating the conditions of trust in the Energy Transition
WPO will be able to provide reliable and decentralised contractual solutions between producers and
off-takers through the Smart Contracts of the GoCert Consortium Distributed Ledger Technology
(DLT)
GoCert certificates will represent the contractual value of traded electricity and GreenTokens will be
needed by the co-contracting parties to access the trading service
These Smart Contracts will be marketed by WPO under the name Smart PPAs or blockchain Power
Purchase Agreements They will be designed to provide End-to-End traceability and to emulate the
contractual features of the value chain of each megawatt hour
This solution capitalises on the ability of Distributed Ledger Technology (DLT) to remove the role of
intermediaries in traditional business and in this case energy In 20177 companies actively
consumed around 465 terawatt hours of electricity from renewable sources a comparable figure to
the electricity consumption of a large economy such as France and its 67 million inhabitants
WPO plans to achieve a granularity level of exchanges as fine as those of collective or individual
consumption for example
business position alongside producers and other
market players (aggregators suppliers) to test our Smart PPA pilot offer within 24 to 36 months of
7 Forward-
IRENA (Source)
Power Purchase Agreement also embodies the will of electricity consumers who
wish as the case may be to promote the construction of new facilities (additionality
concept) local facilities close to its consumers to develop an economic activity close to its
allow the
demonstration of this commitment monitoring real-time consumption and production
using Blockchain and S
CAP GEMINI 27052019 (Source)
Not all electricity suppliers are the same Many of them deceive consumers by offering
green electricity supplies that are in fact not renewable power offers [] By changing
electricity provider we can therefore become a player in the energy transition Alix
MAZOUNIE Energy Campaign Manager at Greenpeace France on 28092018 (Source)
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the Public Token Offering However the implementation of Smart PPAs will depend on the rate at
which wind farms and solar installations no longer rely on subsidies and the maturity of a market free
of public support mechanisms
GoCert3 - The provision of high-reliability certificates to Certificate Markets Because blockchain certificates are an obvious perfectly reliable and cost-effective traceability
solution the Certificate Markets will at maturity whole heartily adopt them
For the first time in the world a project to issue energy certificates in the form of WPO GoCert
certificates has been brought to the required industrial and commercial scale8
WPO will therefore enhance the value of the GoCert Consortium vis-agrave-vis the Certificate Markets by
supplying GoCert certificates as White Label certificates and thus contribute to creating the
conditions of trust in these different labelling mechanisms
GoCert certificates issued by WPO will be the reliable unbranded digital support for a given
Certificate Market which will acquire them from WPO and issue them under their official name
GreenTokens will be required for users at each stage of the certificate life cycle (issuance transfer
export etc)
Initially we are considering the Market of Certificates of Guarantees of Origin targeting the
ified by RECS International9
Figure 15 Certification of renewable energy production Source USA Environmental Protection Agency
European North American or Asian national registry managers of Guarantees of Origin (or equivalent)
will be able to acquire GoCert certificates as White Label certificates They will formally issue them in
8 Quote from Isabelle Kocher former chairwoman of the ENGIE energy group during the presentation of the GreenToken Project on 9 February 2019 at the Top 2019 organised by the French Association of Private Enterprises (AFEP)
9 Opinion report in Engits summary in French (Source)
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their name in the form of blockchained Guarantees of Origin (or equivalent) on their respective
Certificate Markets
The GoCert Consortium will create the conditions for the compatibility of international certificate
systems (such as the European EECS the North American REC or the I-REC for the rest of the world)
and the conditions for interoperability
Inclusively Certificate Market players including national registry managers will be invited to
participate in the GoCert Consortium as the network authority ie its administrators with the same
rights as WPO
If the GoCert Consortium administers the registers in an extremely reliable manner the reliability of
the input Production Data that feeds them will also be guaranteed Indeed Oracles installed by WPO
on the production sites will evaluate the data from End-to-End In addition this data is systematically
certified at source by two third parties that are independent trustworthy and long standing
1 On the one hand the electricity distribution or transmission network operator acting as the
operator of the electric meter who measures the quantities of electricity injected by the
power plant on its network and
2 On the other hand the statutory auditor of the company that owns the power plant which
independently corroborates with third-parties and validates the invoicing and payment of
these quantities by a market participant aggregator or buyer
According to the projection of the RECS International Association (Figure 16 see below) the Market
of Certificates of Guarantees of Origin will reach its maturity from 2022-23 By then the number of
Guarantees of Origin sold and cancelled will equal the number of Guarantees of Origin issued in
Europe for a volume of approximately 1100 terawatt hours ie approximately 11 billion certificates to
be issued
We want
of the Certificates Market (aggregators suppliers and above all registry managers) to test our White
Label offer within 24 to 36 months of the Public Token Offering
look very closely at the various developments in blockchain technology and consider
that this technology could support the Guarantees of Origin me Dirk VAN
EVERCOOREN President of the AIB - ASSOCIATION OF ISSUING BODIES in The
Renewable Energy Journal special edition March 2019 (Source)
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Figure 16 European Market of Certificates of Guarantees of Origin 2016-2025 in terawatt hours Source RECS International GO Monitoring 2018 Report
GoCert4 - The provision of digitalized insurance tools for renewable energy WPO has been active in claims and claims management and insurance brokerage in the renewable
energy sector since 201410 In an increasingly competitive and highly financialised sector WPO
certification tools developed as part of the GreenToken Project will also be able to help optimize some
aspects of the current insurance market
Firstly this can be done by automating the declaration phase of a cover or claim Indeed Distributed
Ledger Technologies and in particular the automatic performance of Smart Contracts allow us to
avoid the traditional declaration (form claim verification triggering compensation) for a whole series
of risks whose severity or compensation are now uneconomical for both the insured and the insurer
As a loss adjuster certifier of the production it supervises WPO is naturally able to initiate the Smart
Contracts for the automatic handling of claims in respect of certain covers and losses
10 Through its sister company ENRSUR SAS a company of the WPO group registered with the Paris Trade and Companies Register under the SIREN number 804 735 777 and the Register of Insurance Intermediaries under number ORIAS 140 065 63
69
6
718 79
1
853 920 99
3
107
1
1155 12
46
134
4
234
197 17
6 144 10
7 64 16
0
0
0
225
258 27
7 303 33
2 363 39
7 435
47
6 520
0
200
400
600
800
1000
1200
1400
1600
1800
2000
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Production not certified because of receiving subsidiesstate aids
Production available for certification with Guarantees of Origin
Production for which Guarantees of Origin are issued
Total Guarantees of Origin Cancelled
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ent in an orderly fashion
allowing for a statistical comparison of a claim (cover or loss) to a representative operational reference
for a given compensation scheme both for damage to equipment and associated production losses
GoCert certificates will represent the contractual value of the loss or the negotiated cover and
GreenTokens will be necessary for the co-contracting parties to access the automated declaration
service
These Smart Contracts will be marketed by WPO under the name Smart CLAIMS or blockchained
claims
Beyond that an insurance model based on our Smart Contracts could be that of index-based or
parametric insurance ie insurance linked to an index such as wind speed or solar irradiation The
Smart Contract between the client and WPO (or the insurer) could stipulate that a payment is made
after a number of days without enough wind or sun The contract is based on reliable external
meteorological data allowing Oracles to automatically trigger a payment without the intervention of
a loss adjuster or the need for the insured to make a claim
This model also applies to the case of warranties granted by manufacturers and maintenance
companies A Smart Contract between a client and WPO (or the manufacturer or maintenance
company member of the GreenToken Network) may stipulate that a payment be made after a
number of days of equipment failure or when a component is replaced or certified as being defective
by the control system or if the work is not completed within the guaranteed time frame
We want
manufacturers and insurance market players (insurers brokers and loss adjusters) to test our Smart
CLAIMS offering within 24 to 36 months of the Public Token Offering
4 Legal and regulatory aspects specific to WPO or the
GreenToken Project
s consulting and asset management services in the energy sector
The new WPO business model will be based on the issuance of private certificates and cryptographic
tokens Since this model is disconnected from the supply of energy to end-consumers it is
independent of the Guarantees of Origin moreover exclusively financed by private funds freely
allocated it does not constitute or affect any state aid scheme We have taken care to validate its legal
Blockchain technology is a unique point of truth on which we can build partnerships
Above all it is a means by which we can respond to our clients faster and offer the best
possible service by optimising processes and identifying low added value tasks
Crozier Head of the Global Blockchain Skill Centre at ALLIANZ TECHNOLOGY (Source)
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basis and have received nihil obstat11 from the relevant departments of the European Commission
and the authorities of our key markets
41 European Commission
DG for Energy The Directorate-General for Energy confirmed in writing that our GoCert certificates are not
Guarantees of Origin and are not incompatible with the European framework for Guarantees of
Origin
DG for Competition The Directorate-General for Competition confirmed
renewable sources could sell their data to WPO and participate in WPOs certificate and token system
without affecting their right to state aid granted under public financial support schemes
42 France
bull President of the Republic - Energy Environment and Transport Council [o]
bull President of the Republic - Councillor for Digital Transition [o]
bull Prime Ministers Office - Technical Energy Adviser [o]
bull Ministry of Economy and Finance - Treasury Directorate-General (DG Tresor)
bull Ministry of Economy and Finance - Tax Legislation Directorate (DLF) [o]
bull Ministry of Ecological and Community Transition - Office of the Minister [o]
bull Ministry of Ecological and Community Transition - Directorate-General for Energy and
Climate (DGEC)
bull Agency for the Environment and Energy Management (ADEME) [o]
bull Financial Markets Authority (AMF)
bull Banque de France [o]
bull Caisse des Deacutepocircts et Consignations [o]
bull Bpifrance [o]
43 Ireland
bull Commission for Regulation of Utilities (CRU) [o]
11 When nihil obstst has been given orally the relevant authority is followed by the symbol [o]
guarantees of origin of electricity produced from renewable sources ie for the
purpose of demonstrating the origin of electricity supplied by a supplier in
connection with a commercial offer the issue and transfer of GoCert certificates are
not likely to call into question the contracts referred to in articles L121-27 L311-12
L314-1 L314-18 and where applicable L314-26 of the French Energy Code as
provided for by paragraphs 3 and 4 of article 314-
DGEC - Letter of 1 July 2018
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bull Department of Communications Climate Action and Environment (DCCAE)
44 Sweden
bull The Swedish Energy Agency (Energimyndigheten)
45 United Kingdom
bull Office of Gas amp Electricity Markets (OFGEM)
bull Department for Business Energy amp Industrial Strategy (BEIS)
5 Deployment Strategy
51 Access to Production Data
The renewable electricity production Data Lake compiled on W or secured through
contractual commitments (or options) already represents a volume of approximately 100 terawatt
hours or the annual electricity consumption of approximately 17 million Europeans
The Production Data comes from our continuous supervision of a portfolio of more than 600 wind
and solar sites operating in 12 European countries for more than 10 terawatt hours a year
Figure 17 Hourly import of Production Data to WPO servers (click on image or here)
The first results are conclusive In 12 months the industrial capacity of one gigawatt has already been
secured under the Services-For-Data model and more than two additional gigawatts are currently
the subject of advanced discussions
Future mandates will concern new clients based on a transformation drive staggered over the 2018-
2022 period (see Figure 18 below)
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Figure 18 Deployment forecast of the Services-for-Data model and quantity of Production Data on WPO systems
To realise this potential we have developed standardised connection acquisition and storage
technologies that can quickly be deployed on a very large scale and at controlled costs
52 Create a long-term buyer category of GreenTokens
Our traditional clients are required to buy GreenTokens from WPO as long as they want to benefit
from Our Services-For-Data It works in a way similar to mutual societies or cooperatives that require
their customers to become members prior to having access to their goods or services to perpetuate
the model
As a result of this compulsory acquisition purchases of GreenTokens grow with the growth of WPO
according to the principle one GreenToken bought is worth [X] euros of services effectively provided
by WPO which services have at each moment a real market value
Between April and December 2019 90000 GreenTokens had already been purchased and paid at
Nominal Value to WPO by some of our clients institutional infrastructure fund managers and
alternative energy producers in seven countries (France Sweden Finland Ireland Italy United
Kingdom and Sweden)
85 90100
113129
165
314
750
70
700
0
10
20
30
40
50
60
70
80
90
100
2017 2018 2019 2020 2021 2022 2023 2024
Standard Services Services-For-Data WPOs Data Lake (TWh)
ess model is that its traditional clients alternative producers
and regulated investment fund managers are contractually committed to the recurring
purchase of GreenTokens at market value each year for periods of up to ten years A
category of long-term buyers is thus created Subsequently WPO plans to register a
price-floor for new contracts to support the trading price of the tokens
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In 2020 the contractual purchase and sale not yet invoiced at Nominal Value of more than 100000
GreenTokens by 8 different clients has already been secured And we are observing an acceleration
in demand (see Section Sales below)
For the period 2020-2029 recurring contractual commitments and options to purchase GreenTokens
now secured stand at 16 million euros and 14 million euros respectively
Our traditional clients will be inclined to use their GreenTokens to access Our new certified goods and
services If they need more GreenTokens they could first obtain them from the other GreenToken
holders on the Digital Asset exchange platform(s) and where applicable from WPO
Gradually our new order book will be Tokenised (see Tokenisation) while our existing order book
and business flow will allow for a smooth transition to the New business model monetisation of
Production Data
53 Create a primary market and a community of GreenToken
buyers
By offering the public the opportunity to buy our tokens through the Public Token Offering we aim
to establish a community of GreenToken users to respond to the drive to accelerate the mobilisation
and promotion of renewable energy
54 Create the conditions to ensure liquidity of GreenTokens
underpinned by the unavoidable growth of the renewable energy sector
GoCert certificate exchanges will be directly linked to the expansion of Our new certified goods and
services To obtain GoCert certificates GreenTokens must first be acquired
The trading of GreenTokens will therefore first be stimulated by the demand of clients
network of professional partners (as defined in the Section GreenToken Network) interested in
participating in GoCert certificate exchanges
Finally GreenTokens will be exchangeable on one or more Digital Asset exchange platforms Their
value will depend on the level of supply and demand (see Section GreenToken listing)
55 Organise the expiry of GreenTokens
GreenTokens which will be redeemed by WPO in exchange for GoCert certificates in connection with
Our new certified goods and services excluding Gas transaction fees and annual fees will be
cancelled (destroyed) within eight days As the GreenTokens are fixed this will result in a gradual
reduction in the number of GreenTokens available over time
Additional GreenTokens could be issued in connection with a change in technology (see Section
GreenToken technology)
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6 Value analysis
61 For GoCert certificate owners
Because they are proof of work in favour of the production of energy from renewable sources produced here and now GoCert certificates allow their owners to certify on a voluntary basis their contribution to the development of this production and the Energy Transition
GoCert certificate holders will have the tool both new standard and proof of purchase of Our new
certified goods and services to stimulate the increase in electricity production from renewable
sources They may take advantage of a voluntary approach to assessing responsible investments
Evaluation frameworks and supports to socially responsible investments which include
environmental social and governance criteria in addition to the purely financial criteria are rapidly
evolving in Europe and across the world Today WPO makes available to the greatest number an
alternative tool to achieve a voluntary contribution to the Energy Transition
The RE100 initiative and public procurement12 demonstrate a growing global institutional demand
for renewable energy sources But this mobilisation is still incomplete All stakeholders unlisted
companies start-ups cooperatives and individuals must also be able to participate
The GoCert tool aims to create the necessary conditions of trust in the energy sector through the
transforming power of the decentralised web to ensure as many stakeholders as possible can
accelerate the Energy Transition
It should be noted that the GoCert certificates issued by WPO are not Guarantees of Origin Their
purpose is not to demonstrate the source of energy provided by a supplier to an end consumer
GoCert certificates are proof of a voluntary contribution to improving the production of renewable
energy sources
12 See note 7 above
responsible medium-sized
companies such as F2A to participate in the energy transition directly and transparently
through the acquisition of GoCert certificates F2A therefore participates in the financing
of 110000 MWh produced from renewable energy sources The use of blockchain
technology secures the traceability of our certificates and irrefutably certifies the
production of renewable energy to which we participate in all confidence Jean-
Philippe Margrita Managing Director F2A
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62 For GreenToken owners
GreenTokens are Digital Assets classified as Utility Tokens within the meaning of article L54-10-1 of
the CMF GreenTokens are the only instrument for obtaining GoCert certificates and the full range of
and the GreenToken N
In the GreenToken Public Offering WPO offers GreenTokens at a Subscription Price of between 5 and 50 below their Nominal Value (see Section GreenToken Subscription Price)
Subsequently the value of GreenTokens and GoCert certificates will not be correlated However the
higher the traded price or volume of GoCert certificates the higher the Exchange Value of
GreenTokens could be by influence positively impacted13
Conversely a decrease in the traded price or volume of GoCert certificates could adversely affect the
Exchange Value
63 For producers of energy from renewable sources
All goods and services provided to our clients may be covered by WPO in return for access to
production data and the acquisition of GreenTokens (see Section Our Services-For-Data) In other
words the GreenToken Project creates a new revenue for renewable energy producers
Our innovation is a powerful growth lever that substantially underpins our Data Lake analysis
algorithms and ultimately WPO Artificial Intelligence systems or the GreenToken Network The
community of renewable energy producers thus has access to more qualitative transparent and
shared information
64 For local communities
Community actions will be undertaken by WPO as soon as the Target Amount of the Public Token
Offering is exceeded (See Figure 24) They will take the form of local community or participatory
initiatives in support of the Energy Transition They will be selected by the Investment Advisory
Committee which will communicate to the public their social and environmental performance
The Community actions thus envisaged are non-profit investments such as contributions to the
financing of renewable energy production facilities and promotional actions and contributions to
promote their acceptance and effective integration
WPO will also produce indicators of general interest to the general public and companies to
contribute to the sharing of knowledge and the dissemination of technical and economic markers of
renewable energy in local communities
In the event that the Maximum Amount (Hard-cap) is reached the allocation in favour of Solidarity
actions would amount to 750000
13 See also the Section Organise the expiry of GreenTokens
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7 GreenToken Project Decision-Making and
Governance Mechanisms
71 Investment Advisory Committee
Missions The Investment Advisory Committee is an independent body dedicated to assisting the WPO
Directorate in the governance of the GreenToken Project and communicating to stakeholders
In particular the Committee is responsible for advising the WPO Directorate and for issuing public
statements on the issuance sale stocks of GreenTokens and GoCert certificates and the use of funds
invested in respect of the commitments particularly strategic commercial technological and
solidarity commitments made in this Information Document
The Committee also ensures the implementation of data governance which deals with organisations
and procedures at WPO to oversee data collection security and use In particular it ensures
compliance of the GreenToken Project with the European Data Protection Regulation (GDPR) in
relation with the WPO Data Protection Officer
Arrangements
Composition
The Committee is composed of at least six members and up to twelve members half of which must
be external to WPO
bull A President external to WPO
bull Three members appointed by WPO
bull Up to three external members who bring their technical skills in renewable energy
Blockchain technology andor Artificial Intelligence
bull Up to six members representatives of WPO clients subscribers of the Services-For-Data offer
andor of GreenTokens
Members are appointed for a term of three years In the event of vacancy or renewal the Committee
shall co-opt the candidate(s) proposed by the Chair or failing that by at least one-third of its
members
Upon appointment members sign a declaration of absence of conflict of interest and adhesion to the
arrangements of the Investment Advisory Committee In the event of a serious or repeated breach of
its ethics the Chair may submit to a vote by the Committee the reasoned exclusion of a member In
this case the member concerned does not participate in the vote
Remuneration
Members will be entitled to receive remuneration in euros and will be paid in a legal tender currency
upon presentation of supporting documents The remuneration is decided by the WPO Directorate
and is reviewed annually It is made public in the annual audit report specific to the management of
GreenTokens prepared by the Statutory Auditor
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Decisions of the Committee Quorum
Decisions of the Committee including those taken by the Committee relating to the issuance of an
opinion or public statement shall be taken by a simple majority The President shall have a casting
vote if no majority is formed The quorum is reached when half of the members present express
themselves and half of them are external to WPO
Obligations of WPO
The WPO Directorate must consult and obtain the reasoned opinion of the Investment Advisory
Committee prior to its decision to incur any expense investment or sale of more than one hundred
thousand euros ( 100000) relating to the GreenToken Project By definition the Committees
opinions are advisory
WPO Directorate must provide the Committee with the means and resources needed to carry out its
duties
In the event that no quorum is assembled on two occasions or in case of force majeure incapacitating
the Committee the WPO Directorate will take over the Obligations and capacities of the Committee
until its capacity is restored
Obligations and capacities of the Committee
The opinions of the Investment Advisory Committee given to the WPO Directorate and the content
of their exchanges are confidential
The public statements of the Investment Advisory Committee never precede an opinion of the
Committee to the WPO Directorate and a reasonable response period from the WPO Directorate to
the Committee
At any time the Investment Advisory Committee has the capacity to produce opinions and public
statements in relation to its missions regardless of the opinions and public statements of the WPO
Directorate stakeholders of the
GreenToken Project of changes in the Project or significant elements affecting it The information
provided by the Committee is true factual and complete
At least once a year the Committee publishes on the WPO website (wwwwpoeu) an activity report
of the GreenToken Project over the past period supported by the report of the Statutory Auditor
specific to the management of tokens over this period (see Section Statutory Auditor) This activity
report informs the public of the issuance sale and stocks of GreenTokens (including self-held tokens)
and GoCert certificates and the use of invested funds
The Investment Advisory Committee has authority over the Community actions that will be
undertaken as soon as the Target Amount (Target) has been exceeded (See Figure 24) These actions
are not-for-profit investments in local community or participatory initiatives in support of the Energy
Transition
The Investment Advisory Committee has authority on deciding the Exchange Value in the event of
listing on several Digital Asset exchange platforms (see Section Exchange Value)
The Investment Advisory Committee also intervenes during the subscription period and at the end
of the Public Token Offering
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During the subscription period of the Public Token Offering the Committee oversees subscriptions
and verifies the interim calculations of the Amount Effectively Collected by WPO
At the close of the Public Token Offering
bull The Committee verifies the final calculation of the Amount Effectively Collected by WPO and
in the person of its chairman puts its sign
a public declaration
bull The Committee in the person of its chairman conducts the due diligence required for the
opening of the escrow accounts or where applicable repays funds to the subscribers
Founder members
Chairman
bull [A civil society personality independent of WPO will be appointed before the Public Token
Offering]
Members WPO Professionals
bull Alexandre Bertrand Manging Director Digitalisation and Data - Linkedin
bull Youri Pasquier Information Systems Director - Linkedin
bull Alban Jehu Technical Product Manager Optimisation amp Innovation Group - Linkedin
Members Independent Experts
bull Imtiaz Adam Founder and Director of the Machine Learning Department at Deep Learning
Strategies Ltd - Linkedin
bull Philipp Schulden COO of the Frankfurt School Blockchain Center (FSBC) - Linkedin
Members WPO clients GreenToken subscribers
bull AREAM Renewables (1 member) - Markus Voigt - Linkedin
bull GOODYIELDS CAPITAL (1 member) - Christian Auer - Linkedin
72 Subscribers to whom the offer is addressed and any restrictions
For the Public Token Offering priority is given to natural and legal persons residing in France
individuals associations professionals companies or communities etc wishing to access the goods
and services offered today and in the future by WPO and the GreenToken Network
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America
No action has been taken or will be taken by WPO to obtain any licence authorisation visa approval
or other form of authorisation prior or subsequent from any foreign authority for WPO GreenTokens
Authorisation
the dissemination of all or part of this Information Document in a country or jurisdiction where such
an Authorisation is required Accordingly GreenTokens may not be offered or transferred directly or
indirectly nor may this Information Document or any circular prospectus presentation advertising
or other offering material concerning the GreenTokens may be distributed in whole or in part from
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or to a destination or published in a country or jurisdiction where such action is prohibited or for
which such Authorisation is required for WPO the Information Document andor the GreenTokens
In this regard WPO has not taken any action to allow the GreenToken Public Offering or the
distribution of the Information Document in a jurisdiction other than France In addition no one is
permitted to disclose information or make statements regarding the issuance or sale of GreenTokens
other than that contained in the Information Document
Accordingly whether directly or indirectly GreenTokens will not be offered or sold and the
Information Document and any other document relating to the Public Token Offering may not be
distributed or published in any other jurisdiction that requires such an Authorisation for WPO andor
of the GreenTokens A description of some of these restrictions on the offer and sale of GreenTokens
and the distribution of this Information Document is provided in PART 9 - APPLICABLE LAW
RESTRICTIONS AND JURISDICTION
The subscription of GreenTokens implies in particular an undertaking is given to WPO not to transfer
GreenTokens andor the Information Document in countries requiring an Authorisation In addition
the subscription agreement implies a commitment to stipulate in any contract for the transfer of
GreenTokens to a third party for the benefit of WPO that the beneficiary of this transfer will not
transfer GreenTokens andor the Information Document in countries requiring an Authorisation for
GreenTokens andor for the dissemination of all or part of this Information Document
8 GreenToken Project Business Plan
81 Our objectives at a glance
Figure 19 5-year growth objectives
Objectives 2019 2020 2021 2022 2023 2024 TOTAL
GROW GW 5 7 9 19 72 216 216
TWh 10 13 16 36 149 435 660
SCALE-UP Team 73 77 87 88 154 209 209
CASH EUR (millions) 6 8 9 16 42 107 189
Cumulatively over five years we intend to
bull GROW oversee a portfolio of 216 gigawatts and certify 660 terawatt hours of production
through Our new certified goods and services
bull SCALE-UP employ 209 professionals among the most experienced and passionate
professionals in the sector
bull CASH generate 189 million euros in revenue and cash flow from the sale of GreenTokens to
finance all of the above transactions The funds collected during the Public Token Offering
(assuming the Target Amount is reached) are factored in for 2020 and 2021
The Public Token Offering is the real lever of launch of the GreenToken
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82 Timeline
With the onset of digitalisation WPO acquires vast amounts of Production Data from renewable
energy sources and monetises this data through Blockchain technology and Artificial Intelligence
Figure 20 Timeline
83 GreenToken Project Timeline
Initiated in the winter of 2018 the GreenToken Project was developed with the support of our clients
our supervisory authorities and our partners across Europe
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access the Production Data the ability to sell GoCert certificates and GreenTokens have been
validated
A Private Token Sale has been under way since April 2019 and the Public Token Offering is expected
between September and November 2020 The aim is to deliver the GreenTokens and complete the
Listing of the Tokens by the end of 2020 and to deliver the Minimum Viable Consortium of the GoCert
certificate and issue the first GoCert certificates in 2021
Figure 21 GreenToken Project timeline
2018 January Launch of the GreenToken Project
June Proof of Concept (POC) of GoCert certificates and GreenTokens with DAG
technology
July Administrative approval by the French Directorate-General for Energy and
Climate (DGEC)
August Administrative approval by the Swedish Energy Agency
(Energimyndigheten)
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September Vote at first reading of the PACTE law governing in particular the regime
for public token offerings in France
December Tax validation by the Tax Legislation Directorate (DLF)
2019 January
Administrative approval by the DG for Competition of the European
Commission
February Administrative approval by the DG for Energy of the European Commission
April First Private Sale of GreenTokens through simple Vesting to a French buyer
May - Promulgation of the PACTE law governing ICOs in France
- Sale of the first GoCert certificates to F2A
June Administrative approval by the Irish Department of Communications
Climate Action and Environment (DCCAE)
July 900 megawatts supervised by WPO secured under the Services-For-Data
contract model
August
- First Private Sale of GreenTokens through annualised Vesting over ten
years in France Germany Finland Italy and Sweden for wind and solar
power plants
- First gigawatt serviced by WPO and secured under the Services-For-Data
contract model
October First Private Sale of GreenTokens through simple Vesting to German
institutional buyer
November
- First Private Sale of GreenTokens through annualised Vesting over five
years in the United Kingdom for a wind power plant installation
- Audit of the WPO order book by the Statutory Auditor
December Security audit of WPO Information Systems
2020 January
fully subscribed in less than 24
hours
April Security audit of the Distributed Ledger Technology (DLT) - underpinning
GreenTokens
May - Obtention of the optional visa ICO20-189 from the AMF
- Opening of the reservation of GreenTokens
July parametering in compliance with the
provisions contained in this Information Document
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August Proof of Concept (POC) of the GoCert certificate under Tezos technology
September Opening Tuesday 8 September
October Public Token Offering (See Time frame of the Public Token Offering)
November
Closing Thursday 12 November
- Publication of the result of the Public Token Offering
- Issuance of the GreenTokens and if applicable cancellation (destruction)
of unsold GreenTokens
December
- Attribution of GreenTokens to subscribers
- GreenGreenToken listing
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
2021 March
- Delivery of the Minimal Viable GoCert Consortium
- Issuance of the first GoCert certificates
Figure 21 GreenToken Project timeline
See also Sections Time frame of the Public Token Offering and GreenTokens time frame of use
84 Milestones
Technical In 2018 and 2019 our Blockchain-pilot produced 110000 GoCert1 certificates representing 110
gigawatt hours of green electricity production from ten wind sites in France We secured the ability
to issue around 15 million GoCert1 certificates representing 1500 gigawatt hours from nearly 200
wind and solar photovoltaic sites operating in 7 European countries
Figure 22 Example GoCert certificates produced by WPO
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In 2020 we doubled this ability to issue GoCert1 certificates to reach a volume of 3000 gigawatt
hours We produce proof of concept of the GoCert certificate in PoS technology (eg Tezos)
Regulations The GreenToken Project is intended to operate in all countries where WPO already services wind and
solar power plants regardless of the outcome and where applicable the terms of Brexit (see Section
Legal and regulatory aspects specific to WPO or the GreenToken Project)
In particular the Competition Directorate of the European Commission has informed us that
Furthermore we are expanding our consultations with the administrations of each Member State of
the European Union based on the progress of our commercial deployment
Taxes We received a statement (tax rescript) from the Tax Legislation Directorate of the French Ministry of
Economy and Finance approving our proposal to process VAT on GoCert certificates and
GreenTokens for WPO and their buyers See Section Tax regime applicable to the holding of
GreenTokens in France for French subscribers)
Accounting The sales of GreenTokens recorded in 2018 and 2019 were certified by the Statutory Auditor as part of
its audits of the WPO financial statements (see Section
accounts)
Sales More than 1000 megawatts of new Services-For-Data mandates were signed in a year and a half with
for example the producers AALTO POWER BALLAMAN ENERGIE PARTAGEE and TOTAL QUADRAN
(TOTAL group)
Today Services-For-Data is deployed in seven countries (France Germany Finland Ireland Italy the
United Kingdom and Sweden) for all types of wind and solar photovoltaic installations
Our first GreenTokens were sold for example to EacuteNERGIE PARTAGEacuteE a subsidiary of the alternative
green energy supplier ENERCOOP to the local community
infrastructure funds AREAM RENEWABLES and GOODYIELDS CAPITAL and to the UK local
community producer WINDCLUSTER The total amount of commitments to purchase GreenTokens
thus contracted is 16 million over the period 2020-29 The contract model used is the standard
contract for the sale-purchase of GreenTokens through simple or multi-year Vesting
to WPO and
participate in the WPO certificate system without affecting their entitlement to receive
European Commission Directorate-General for Competition (Unit B2 - State aidEnergy
and Environment) on 25 January 2019 (Email)
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Other institutional clients of WPO have signed options to purchase or have expressed intentions to
purchase GreenTokens For example the German infrastructure fund PRIME CAPITAL and Irish fund
NTR The total amount of options for the sale-purchase of GreenTokens is 14 million over the period
2020-29
9 Fees related to the Public Token Offering
WPO has financed the GreenToken Project for two years using self-financing and short-term debt
bull In 2018 WPO self-funded the launch of the GreenToken Project for an amount of 361457 for
875 of Private Token Sale
bull In 2019 WPO self-funded the GreenToken Project for an amount of 204096 for 216271 of
Private Token Sale
bull In January 2020 WPO completed a bond issue14 of 600000 which was fully subscribed in
less than 24 hours as part of a crowdfunding facility for among other things pre-financing
the development of the GreenToken and the Minimum Viable Product of the GoCert
certificate
Part of the funds received from the Public Token Offering will cover these costs (see Section Allocation
of funds and Digital Assets collected)
14 The bond issue to accelerate WPO Innovation launched on the crowdfunding platform LENDOSPHERE (wwwlendospherecom) wwwlendospherecom under the reference P1531 in January 2020 (Source)
The sale of GreenTokens effectively invoiced and paid for in 2019 amounted to 216000
plus a total contracted purchase amount of 16 million and purchase options of
14 million over the 2020-29 period to be delivered from the Reserve
All the GoCert certificates issued in 2018 were sold to French company F2A at the
exchange rate of four GoCert certificates for one GreenToken (ie 110000 GoCert
certificates for 27500 GreenTokens)
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10 Allocation of funds and Digital Assets collected and
use of self-held tokens
101 Use of self-held tokens
- e GreenTokens attributed to WPO as part of the Project
when the tokens are issued and allocated to the Reserve together with the GreenTokens that WPO
buys back
The governance of self-held tokens and the information to the public of their use comes under the
Obligations and capacities of the Committee
Use of the GreenTokens Reserve Part of the GreenTokens issue is allocated to the Reserve The Reserve holds the initial amount of
GreenTokens defined in the Section Allocation structure plus any unsold tokens from the Private
Token Sale
This Reserve held by WPO is intended to meet the demand for GreenTokens of the Services-For-
Data long-term buyer category The price of WPO services is set at the market value in legal tender
currency and the price of the GreenToken is set at its Nominal Value
In the event of a lack or excess of liquidity of the GreenTokens WPO will act reasonably and may use
the Reserve to at its discretion and after giving notice to the Investment Advisory Committee
purchase and sell GreenTokens
When a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled As a
result the Reserve is expected to run out within 5-10 years (see Section Organise the expiry of
GreenTokens)
Redemption of GreenTokens by WPO Anyone - historic or new client data holder or not - will be able to exchange their GreenTokens for
WPOs new goods and services
It will be possible to pay in whole or in part for the goods and services in legal tender currency andor
with GreenTokens at their Utility Value
Thus on the date of invoicing by WPO and
bull before the Token Listing the Utility Value is equal to the Nominal Value ie one (1) euro
bull after the Token Listing the Utility Value will be the lower of one (1) euro and the Exchange
Value as illustrated in Figure 23 below
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Figure 23 Redemption of the GreenToken by WPO at Utility Value (non-contractual example)
Finally when a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled
(see Section Organise the expiry of GreenTokens)
102 Allocation of funds and Digital Assets collected
Highly innovative the success of the GreenToken Project requires strong commercial investment
Figure 24) and of course technological investment (see
Figure 24) for at least 24-36 months
To support the growth of its Data Lake WPO must quickly recruit new staff to work in its historical
Figure 24) while GoCert certificate sales will only begin once the
governance of the GoCer Figure 24)
Our new certified goods and services are promoted by a sustained marketing and communication
strategy (se Figure 24)
The Project Management and Legal Works undertaken and Financial Costs incurred associated with
all the transactions represent the overheads of the GreenToken Project (see the corresponding three
lines Figure 24)
Finally Community actions will be undertaken as soon as the Target Amount (Target) has been
Community a Figure 24 These Community actions are not-for-profit
investments in local community or participatory initiatives in support of the Energy Transition They
are placed under the authority of the Investment Advisory Committee
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Figure 24 Allocation of funds and Digital Assets collected according to the amount reached
AMOUNT COLLECTED
USES
SOFT-CAP
15m
TARGET
5m
HARD-CAP
10m
Business Development
To enable the deployment of Data Services and the GreenToken Network on a large scale
25 29 25
Technology
For the development and implementation (Design Build Test Deploy) of DLTs underpinning the issuance of GreenTokens and GoCert certificates
25 20 15
Recruitment
siness activities 25 20 20
Governance
To create and then frame (Plan Launch Articulate) the GoCert Consortium within the meaning of its governance - on-chain (directly executed by the code and Smart Contracts) - off-chain (executing in committees between founding players)
5 10 5
Marketing amp Communication
To promote and enhance the value of GreenTokens and GoCert certificates 5 10 10
Legal Works
5 5 4
Project Management
For the Project management including the Strategic Committee Investment -ordination of the
GreenToken Network
5 5 4
Financial Costs
Interest fees and commissions due in respect of the financing
exchange risk part of the bond issue carried out in January 2020 and the escrow and Lock-up fees associated with the public offering
5 2 2
Community actions
Non-for-profit investments purpose in local community or participatory initiatives in support of the Energy Transition representing 15 of the amount collected from the first euro beyond the Target Amount (Target) when the Tokens are offered to the public
0 0 15
If the Target Amount (Target) is reached the detailed allocation of funds and Digital Assets collected
during the Public Token Offering breaks down as shown in Figure 25 on the next page
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Figure 25 Allocation of funds and Digital Assets collected in euros (where Target Amount is reached)
Financial requirements for the development of the Project and any financing
already obtained
Figure 26 details the funding needs and corresponding resources (already obtained or to be obtained)
in the event that the Target Amount is reached
Figure 26 GreenToken Project Funding (where Target Amount is reached)
NEEDS EUR
(thousands) RESOURCES
EUR (thousands)
Business Development 1500 Self-Financing (including Private Token Sale)
566
Technology 1030 Grant public support 0
Recruitment 1030 Public Token Offering (ICO) 5000
Governance 500
Marketing amp Communication 500
Legal Works 250
Project Management 250
Financial Costs 100
Repayment short-term debt 600 Short-term debt (Lendosphere crowdfunding) 600
Contingencies (7 ) 406 Other liabilities 0
TOTAL (NEEDS) 6166 TOTAL (RESOURCES) 6166
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PART 3 - RIGHTS AND OBLIGATIONS ATTACHED TO
GREENTOKENS
1 The GreenToken
The token offered in the public offering is the GreenToken and its code is GTK
Figure 27 GreenToken logo
11 Rights and uses of the GreenToken
The holding of GreenTokens that correspond to the classification of Utility Tokens within the meaning
of article L54-10-1 1deg of the CMF entitles their holders to acquire the certified goods and services of
WPO and the GreenToken Network This right if exercised enables holders to exchange their
GreenTokens for GoCert certificates
Figure 28 Use of GreenTokens
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GreenToken Network A network of professional partners engaged in the operation and optimisation of the energy sector
and that accept GreenTokens is being established It is the GreenToken Network
To date and subject to the success of the public offering the members of the GreenToken Network are
bull AREAM RENEWABLES Infrastructure Fund owner of wind and solar power plants
bull BCS ASSURANCES insurance broker
bull DREHPUNKT software solutions editor
bull ENDIPREV independent maintenance
bull ENRSUR insurance broker
bull GOODYIELDS CAPITAL Infrastructure fund owner of wind and solar power plants
bull SYNERIA independent technical advice
bull TALVEG WIND independent maintenance
bull WIND CLUSTER independent producer
bull WPO asset management for third parties and independent technical advice
The interest for professionals in joining the GreenToken Network is to expand their client base and
volume of business with GreenToken holders through a fit-for-purpose and innovative tool and to
access using GreenTokens the resources of other members of the Network (see Section GoCert1 -
enhanced technical expertise)
Practically a member of the GreenToken Network submits a quote to its client in euros The
client places an order with it The member renders the service and bills for it Its client must
hold (and if necessary acquire) all or part of the value in GreenTokens which will be used for the partial
corresponding GoCert certificates by WPO (See Section Redemption of GreenTokens by WPO)
It will be possible to pay in whole or in part for the goods and services in a currency that is legal
tender andor with GreenTokens at their Utility Value
In exchange for the GreenTokens the member has received it will be able to access the goods and
services of the other GreenToken network members including WPO finally if necessary it will be
able to resell its GreenTokens to the secondary market (see Section GreenToken listing)
Subject to sufficient liquidity of the GreenToken the GreenToken Network is the enabler for the
expansion of the business model (or Tokenisation) launched by WPO and this also applies to its entire
professional ecosystem
Within 24 to 36 months of the Public Token Offering we expect the GreenToken Network to achieve
the maturity and diversity required to contribute significantly through the use of the GreenToken to
the acceleration of the Energy Transition
Difference between GreenTokens and GoCert Certificates GoCert certificates underpin Our new certified goods and services To acquire GoCert certificates it is
necessary to purchase GreenTokens
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Only GreenTokens are offered for public subscription under the Public Token Offering and will be
listed on a Digital Asset exchange platform
GoCert certificate Price WPO will apply a catalogue price for each type of GoCert certificate in euros and the buyer will have
the ability to pay for them with GreenTokens whose equivalent value in euros is the Utility Value
On the date of the Public Token Offering and for the year 2020 the price of a GoCert certificate is set
at 025 euros excluding tax which corresponds to the lower range of prices for comparable energy
certificates15
The price of each GoCert certificate sold or for sale in 2020 is fixed at 025 euros
Subsequently WPO may after a public declaration of the Investment Advisory Committee
periodically establish and if applicable revise the value of the GoCert certificate according to its type
(see Section Our GoCert) and market prices on the Certificate Markets
In addition to these prices transaction fees (eg issuance transfer custody andor execution of
certificates) and annual fees (eg admission to the register admission to tender registration of a
facility) are applied by WPO
12 GreenToken technology
GreenToken Distributed Ledger Technology The GreenToken is developed on the ERC20 protocol of the Ethereum network In particular it is
freely transferable to any person identified on the Ethereum network
Tradability To date more than four out of five initial coin offerings in the world (82 ) have been made on the
Ethereum network
The Sales Ether (code ETH) is listed on nearly 80 Digital Asset exchange platforms and accepted by
more than 400 trading places worldwide The daily volume traded in ETH is in the order of 14 billion
euros and the market capitalisation (marketcap) of Ethereum is in the order of 17 billion euros
making it the second most used cryptographic protocol after Bitcoin (code BTC)16
Energy consumption Electrical energy consumption related to GreenToken activity is of course an essential concern for
WPO
To date a transaction on the Ethereum network represents an electric consumption of around 29
kilowatt hours (kWh)
15 Source) 16 Figures shown on the Coinpaprikacom site on April 16 2020 at 2330 Paris time (Source)
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Ethereum plans to change its proof-of-work (PoW) algorithm to a proof-of-stake (PoS) algorithm
called Casper which is a significantly more energy efficient approach This change is announced for
2020
The Investment Advisory Committee will include in its annual report an estimate of the consumption
of electricity related to GreenToken activity using the Ethereum Energy Consumption Index
(Source) or equivalent index as reference indicator
Technology changes Technologies relating to the Distributed Ledger Technology (DLT) rapidly change so WPO reserves
the right to opt for a more energy-efficient technology provided all other performance indicators are
at least equivalent It cannot be ruled out that WPO decides to migrate to Tezos (code XTZ)17 in the
medium term
Any technology change assessment will be carried out by WPO and its advisers and will be subject
to the approval of the Investment Advisory Committee Technologies will be assessed mainly on the
basis of security criteria (IT geopolitical regulatory) performance (speed cost and energy
consumption) marketing (control conservation and token broking) and interoperability with the
GoCert certificate
The public will be informed in advance of such a project and the various communications will detail
the conditions for porting andor additional issuances of GreenTokens of one network or another and
the associated risks
13 Division of GreenTokens
GreenTokens can be divided into billionths ensuring better liquidity
Figure 29 Fractionation of GreenTokens
Fraction 0 1 2 3 4 5 6 7 8 9
Name GTK DGTK CGTK mGTK - - microGTK - - nGTK
Value 1 10-1 10-2 10-3 10-4 10-5 10-6 10-7 10-8 10-9
Prefix - deci- centi- milli- - - micro- - - nano-
14 Cancellation of GreenTokens
The GreenTokens allocated to the Public Token Offering and that remain unsold are cancelled
(destroyed) within eight days of the closing of the Public Token Offering
See also the Section Allocation structure and Section Redemption of GreenTokens by WPO
17 COINHOUSE 8 April 2019
(Source)
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2 Operating costs of the GreenToken
21 Subscription in currency that is legal tender
Subscribers subscribing to the GreenToken Public Offering in currencies that are legal tender bear
the costs associated with their subscription
The applicable fees are any fees and commissions applied by their own payment providers (banks
credit and payment card organisations foreign exchange agents etc) and the fees applied by the
operator of the EQUISAFE subscription platform These will be indicated at the time of confirming
the purchase of GreenTokens and will appear on the invoice issued for each subscription
22 Subscription in Digital Assets
Subscribers subscribing to the GreenToken Public Offering in Digital Assets bear the costs associated
with their subscription
The applicable fees are any fees and commissions applied by their own service providers (eg Digital
Asset exchange platforms brokers banks foreign exchange agents etc) underlying network fees
(Gas) and fees applied by the operator of the EQUISAFE subscription platform These will be indicated
at the time of confirming the purchase of GreenTokens and will appear on the invoice issued for each
subscription
23 Why does WPO not bear the subscription fee
By choosing the most accessible Minimum Subscription Threshold WPO is liable to pay fixed and
variable costs which combined would negatively affect the Amount Effectively Collected for the
GreenToken Project
As we want each subscription to have a useful impact on the Energy Transition we choose to leave
each subscriber to decide whether he or she agrees to help us by keeping the subscription costs at
his or her own expense
We also choose to apply a single subscription fee rule because for WPO subscriptions made in euros
Bitcoins or Ethers are of equal importance to the success of the GreenToken Project
24 Issuance of GreenTokens
The costs associated with the initial issuance and transfer of GreenTokens to their subscribers are
borne by WPO
These costs consist of any charges and commissions applied by the underlying network charges (Gas)
and the fees applied by the operator of the EQUISAFE subscription platform excluding fees and
commissions applied by the exchange platforms
brokers banks foreign exchange agents etc)
25 Lock-up of GreenTokens
If applicable the Lock-up custody fee is paid by WPO (see Section Conditions of custody of
GreenTokens held by subscribers
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26 Subsequent operation of GreenTokens
Once issued to subscribers GreenTokens do not incur any WPO fees
Third-party custody fees may apply according to the terms and conditions for the safekeeping of the
GreenTokens held by the subscriber
WPO informs subscribers that subsequent transaction fees will most likely be applied to the transfer
of GreenTokens by third parties involved in these transactions as is generally applied to the transfer
of Digital Assets
3 Previous GreenToken issues
No tokens have yet been issued by WPO
4 Rules and conditions for use and operation of
GreenTokens
41 Principles
The purchase or subscription of GreenTokens is subject to a number of conditions and in particular
bull eligibility conditions in relation to WPOs obligations to identify buyers or subscribers in the
context of inter alia the AML-CFT procedure and the due diligence obligations to which WPO
is subject and
bull Agreement
bull compliance with the General Terms and Conditions of Use of GreenTokens available on the
EQUISAFE site and to be accepted prior to the acquisition of GreenTokens
42 The Agreement
Regardless of the method of acquisition used (through the General Terms of Use or otherwise) the
subscriber or buyer of GreenTokens in the context of this Public Token Offering Buyer
required to comply with a number of obligations to ensure the security of the Project The purpose of
these obligations is to ensure security for everyone
Any subscriber or buyer in connection with the Public Token Offering is therefore invited to read
in particular the commitments below which will be in substance those which it must take in the
Agreement
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General commitments (a) The Buyer agrees not to distribute in any way whatsoever all or any part of the Information
Document in any country or jurisdiction where such distribution is prohibited or requires an
Authorisation for WPO the Information Document andor GreenTokens
(b) The Buyer agrees not to transfer in whole or in part regardless of the form or terms of such
transfer (assignment contribution donation other Transfer
GreenTokens or the rights attached thereto in any country or jurisdiction where such Transfer
is prohibited or requires the Authorisation of WPO the Information Document andor the
GreenTokens In particular but not exclusively the Buyer agrees not to transfer the
GreenTokens andor a right to a GreenToken to an
i any private person resident in the United States
ii any partnership or company organised or incorporated in accordance with US
law
iii any property of which the executor or administrator is an American citizen
iv any trust whose agent is a US citizen
v any agency or branch of a foreign company based in the United States
vi any non-discretionary or similar account (other than a trust or property) held by
a broker or other trustee for or on behalf of an American citizen
vii any discretionary or similar account (other than a trust) held by a merchant or
other trustee who is organised constituted or (if it is a natural person) resident in
the United States
viii a partnership or company if
(aa) it is organised or constituted in accordance with the law of a foreign
jurisdiction and
(bb) it is constituted by a US citizen primarily for the purpose of investing in
unlisted securities under the United States Securities Act of 1933
unless it is organised or established and held by accredited investors
who are not individuals trusts or real property
(c) The Buyer agrees not to initiate or participate in any legal action arbitration proceedings or
to make an application to any other dispute resolution body in France or abroad (i) against
WPO in the event of total or partial non-performance of the WPO Products non-deployment
or non-performance of the Project even if its GreenTokens have lost all or part of their value
provided that WPO has respected its duty of best endeavours of substantially putting in place
the Project in the form described in the Information Document andor (ii) in any event
against WPO affiliates (including senior executives and employees of WPO affiliates) agents
Other Persons
Identified Identified Persons
the Information Document
(d) The Buyer agrees not to Transfer (including acquiring selling transferring assigning even
free of charge) GoCert certificates for use in support of a commercial offer made by an
electricity supplier to its end consumers to show the share or quantity of energy produced
from renewable sources contained in this offer
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(e) The Buyer agrees to comply with French law and all applicable laws and regulations in each
jurisdiction in or from which heshe transfers a GreenToken a right to a GreenToken andor
all or part of the Information Document or if the foregoing is transferred to himher
(f) The Buyer agrees to return the Information Document to WPO who shall be entitled to
request its return at any time The Information Document and its content may not be
reproduced or used in whole or in part or disclosed by the Buyer to a third party other than
its legal financial or tax adviser provided that they are themselves subject to the same
Specific commitments The mechanism below known as
purchasing GreenTokens to ensure that the commitments it makes to the Identified Persons are also
made by the buyer to whom it transfers GreenTokens The purpose of this mechanism is to secure
the entire GreenToken ecosystem
(a) The Buyer agrees to stipulate as stipulator in accordance with the provisions of article 1205
of the French Civil Code to any person to whom it transfers a GreenToken or a right to a
Transferee ) in the capacity of promisor for the benefit of each Identified
Person as a beneficiary of this stipulation for the benefit of third parties that the Transferee
irrevocably
i undertakes the same commitments as those undertaken by the Buyer under this
Sect
benefit of the identified Persons and
ii makes the same representations as those made by the Buyer in the Agreement
for the benefit of the Identified Persons
the Stipulation
(b) the Buyer as stipulator waives its right to revoke this provision at any time
(c) the Buyer acknowledges as stipulator and WPO acting as a beneficiary for its own benefit as
well as that of all other beneficiaries that the Stipulation becomes irrevocable between the
Buyer as stipulator and the Persons identified as beneficiaries on the date of this Agreement
(d) the Buyer agrees that each Transferee expressly waives its right of revocation of any of its
and conditions of
token or a right to a GreenToken
Indemnification The Buyer agrees to indemnify upon first request any Identified Person for all damages liabilities
compensation financial losses costs disbursements and direct or indirect damages that such
Identified Person has suffered as a result of any breach by the Buyer of such general andor specific
commitments
Subject to the foregoing the Buyer agrees to indemnify the Company in the event of gross
negligence or wilful misconduct under the Agreement
These provisions shall survive termination of the Agreement for a period of ten (10) years
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43 General Terms and Conditions of Use
The General Terms and Conditions of Use set out the terms and conditions of use of the site for the
purchase of GreenTokens The General Terms and Conditions of Use will be available on the
EQUISAFE and WPO websites at the Creation of the User Account stage
5 System on which GreenTokens will be registered
The description of the Distributed Ledger Technology (DLT) on which the GreenTokens will be
registered is specified in the Section GreenToken technology and in the Section PART 6 - TECHNICAL
TERMS AND CONDITIONS FOR THE ISSUE OF GREENTOKENS
6 GreenTokens time frame of use
61 Issuance
The GreenTokens will be issued on the business day following the Publication of the outcome of the
Public Token Offering if the Minimum Amount (Soft-cap) has been reached in accordance with the
Time frame of the Public Token Offering
62 Use
Initially WPO will accept GreenTokens issued as a means of exchanging its new certified goods and
services immediately after the of the Section
GoCert1 - enhanced technical expertise)
We are currently establishing a network of partners of our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchange for their own goods and
services
63 GreenToken listing
The listing of the GreenToken is already pre-secured18 on the French Digital Asset exchange platform
SAVITAR (wwwsavitario)
Subject to the minimum amount (Soft-cap) being reached the first Listing of the Token is scheduled
for the day after the date of publication of the results of the Public Token Offering
Subject to sufficient liquidity the GreenTokens will then be exchangeable between participants
against the other Digital Assets or currencies listed on the platform The Exchange Value will depend
on the level of supply and demand
The conditions for admission of participants and the operation of the Digital Asset exchange platform
are specified on the website wwwsavitario Prior to any use of its services it is important to refer to
the terms and conditions of use of SAVITAR
18 According to the letter of intent signed between WPO SAS and Exchange SAS on 11 February 2020
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7
accounts
71 Monitoring of the token issue using the accounting annex as per
French gaap
The GreenTokens will be issued on the day following the publication of the result of the Public Token
Offering if the Minimum Amount (Soft-cap) has been reached At this time we will proceed with
allocating the GreenTokens shown in the Section Allocation structure according to the following
eight steps which will be included in the notes to the financial statements
Issue of the Quantity
Step 1 Issue of the Quantity of GreenTokens (15 million tokens)
Allocation in connection with the Public Token Offering
Step 2 Deduction of the [X] GreenTokens subscribed for in the Public Token Offering (maximum allocation of 11 million tokens)
Step 3 Destruction of the non-subscribed GreenTokens of the allocation for the Public Token Offering (= 11 million tokens - [X])
Allocation to the Reserve
Step 4 Deduction of the 3 million GreenTokens allocated to the Reserve
Allocation for the Private Token Sale
Step 5 Deduction of the [Y] GreenTokens subscribed for the Private Sale (maximum allocation of 900 thousand tokens)
Step 6 Allocation of non-subscribed GreenTokens to the Reserve (= 900 thousand tokens - [Y])
Allocation for the free distribution to WPO employees
Step 7 Deduction of the [Z] GreenTokens distributed for free to WPO employees (maximum allocation of 100 thousand tokens)
Step 8 Allocation of undistributed GreenTokens to the Reserve (= 100 thousand tokens - [Z])
72 Monitoring subscriptions through accounting
The GreenTokens subscribed for shall be recorded in various recoverable liability accounts (EUR
account BT
counterpart for the Cryptocurrencies collected (account 5205)
During the Private Token Sale During the Private Token Sale accounting entries are made as and when sales occur 2018 and 2019
During the Public Token Offering During the Public Token Offering accounting entries are made on a weekly basis except in the following cases where the accounting entries are made on a daily basis (
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bull The first five days following the opening of the Offering to the Public bull The last five days before the closing of the Offering to the Public bull If applicable when approaching the Minimum Amount (Soft-cap) or the Maximum
Amount (Hard-cap)
Funds in currencies that are legal tender will be confined to the LEMON WAY Payment Service
Provider until as the case may be their payment to the Escrow Account of the UZES Financial
Custodian or their repayment
il where applicable
repayment
Collected funds in currencies that are legal tender and Cryptocurrencies will be recorded in an
aggregated manner (and not by subscriber) in WPO accounts
The cases of freezing of assets or rejection of a subscription shall be managed at the level of the
Custodians and no accounting entries shall be entered by WPO
GreenTokens taken to the Reserve not proposed for subscription will not be recorded under assets
but will be shown in the notes to the financial statements
At the end of the Public Token Offering
If the Minimum Amount (Soft-cap) is not reached
A deduction is made in the amount recognised in the various recoverable liability accounts with a
cash counterpart in euros or in Cryptocurrencies collected which is repaid (see Section Refunding of
Subscribers)
If the Minimum Amount (Soft-cap) is reached and up to the Maximum Amount (Hard-cap)
The amounts recognised as recoverable liabilities are transferred to deferred income which is then
the subject of a release of the escrow accounts and a transfer to the WPO accounts (see Section End
of subscription period and restitution)
If the Maximum Amount (Hard-cap) is exceeded
A deduction is made in the amount recognised in the various accounts of recoverable debts with an
excess cash counterpart in euros or an excess counterpart in Cryptocurrencies which is repaid (see
Section Refunding of Subscribers)
Use of GreenTokens in exchange for WPO goods and services
After the issue WPO will recognize on the liabilities side of its balance sheet the total amount of
services remaining to be provided in return for GreenTokens in the form of deferred revenue on
issued tokens The sale of goods or services will give rise to the issue of invoicing in euros which will
trigger the reversal of deferred products in return for the turnover of the number of GreenTokens
used The amount of reversal and turnover corresponding to the goods and services produced will be
equal to the number of GreenTokens used multiplied by the Subscription Price which will be
determined according to the FIFO method in application of article 619-7 of the regulations of the
Accounting Standards Authority (ANC) on the issuance and holding of tokens
At the end of the use by the bearers of the entire quantity of tokens issued in exchange for goods and
services the products recorded in advance will have been reversed
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PART 4 - RISK FACTORS
1 Economic risks
11 Risk of partial or total loss of investment
During the GreenToken Public Offering If the Public Token Offering does not meet its target (Non-
Achievement of Minimum Amount (Soft-cap)) subscribers will be fully reimbursed for the amounts
of their subscriptions less any transaction and commissioning costs related to transactions by which
funds are collected and held in escrow
After the GreenToken Public Offering To the extent that it is not certain whether the Project will be
carried out in whole or in part or even whether there will be any interest in the products and services
linked to the Project subscribers are advised that the value of the GreenTokens is not guaranteed
and can rise or fall even to zero Subscribers should not subscribe for GreenTokens if they are unable
to bear the consequences of such a loss
There is no guarantee that the Project will be fully or partially completed and more generally there
is no guarantee that subscribers will be able to resell their GreenTokens or that the GreenTokens will
enable them to obtain products or services other than those covered by the Project
12 Foreign exchange risk in particular to the Euro or any foreign
currency borne by the subscriber
The GreenTokens can only be subscribed for in euros Bitcoins or Ethers If the Public Token Offering
achieves its threshold target (Achievement of the Minimum Amount (Soft-cap)) then the
subscriptions thus made will be in whole or in part converted to reach and retain an amount in euros
equal or by default approaching at most the Minimum Amount (Soft-cap) Subsequent conversions
could be deferred pending a favourable exchange rate and the Project could in whole or in part be
delayed accordingly
The subscriber alone bears the cost and risk of converting the value of hisher subscription from a
currency(ies) that are legal tender or from Cryptocurrency(ies) to the subscription currency or
Cryptocurrency(ies) ie euros Bitcoins or Ethers
If the Public Token Offering achieves its threshold target (Achievement of the Minimum Amount
(Soft-cap)) the risk of a change in the exchange ratio to euros of the Digital Assets collected in Bitcoin
and in Ether between the subscription value date and the closing value date of the offering is borne
by the subscriber This means that the number of GreenTokens specified when subscribing in
Cryptocurrency (BTC or ETH) may differ from the amount of GreenTokens effectively exchanged with
it on the closing date of the offering
Example If on the subscription date 1 Bitcoin is worth 1000 euros and 1 GreenToken is worth 1 euro
(non-contractual values indicated to simplify without any applicable charges or commissions)
- If at the close of the offering to the public 1 Bitcoin is still worth 1000 euros the
subscriber will obtain 1000 GreenTokens
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- If at the close of the offering to the public 1 Bitcoin is worth no more than 500 euros the
subscriber will ultimately obtain only 500 GreenTokens
- If at the close of the offering to the public 1 Bitcoin is worth 2000 euros the subscriber
will ultimately obtain 2000 GreenTokens
Similarly in case of repayment repayments are made in the legal tender currency or in the
Cryptocurrency used for subscription either euros Bitcoins or Ethers The risk of a change in the
exchange ratio to euros of currencies that are legal tender (other than the euros) or of Digital Assets
(other than Bitcoins and Ethers) between the subscription value date and the refund value date is
borne by the refunded subscriber
13 Risk associated with the valuation of tokens
ter alia correlated to the value of the services and products
included within the framework of the Project and to the Exchange Value
services and products offered by
professional partners) In the event of the insolvency liquidation or dissolution of WPO (or of the
professional partners of the GreenToken Network) the Utility Value of the GreenTokens could
become zero
The Exchange Value of the GreenTokens for legal tender currencies or for Digital Assets is correlated
to the supply and demand on the Digital Asset exchange platforms
WPO assumes no responsibility for the exchange purchase or resale of GreenTokens on the Digital
Asset exchange platforms
14 Secondary market absence risk
GreenTokens are Utility Tokens that are included in a new class of digitalised assets These assets are
described as Digital Assets within the meaning of the PACTE law In view of the lack of maturity of
the market for the Utility Tokens in France and the rest of the European Union as well as in most
geographical areas of the world the application for the GreenTokens to be listed on the Digital Asset
exchange platforms may not be accepted Thus no assurance can be given as to the existence of a
secondary market
If a secondary market for GreenTokens develops this market may not be liquid As a result
subscribers may not be able to sell their GreenTokens easily or at prices that would provide them with
a valuation gain comparable to similar investments benefiting from a developed secondary market
15 Risk of GreenToken market volatility
There is a strong likelihood of volatility in the GreenToken market due to factors inherent to
GreenTokens and to external factors For example the market value of GreenTokens is likely to be
strongly correlated with the value of the main Cryptocurrencies Also in the event of volatility the
market value of GreenTokens could be less than the value of the services to which they give access
or the Subscription Price discounted or not of the GreenTokens
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16 Risk related to the commitments of the subscriber
The subscriber of GreenTokens is subject to a number of obligations In particular the purchase of
GreenTokens requires the purchasers whether following the subscription of the GreenTokens or their
purchase to undertake to (i) not transfer them to purchasers in jurisdictions requiring an
Authorisation for WPO GreenTokens or for the Information Document and (ii) that the persons to
whom they transfer the GreenTokens make the same type of undertaking to WPO and to the other
Identified Persons The subscriber bears the risk of having to indemnify WPO and more generally
the Identified Persons in the event that the transferee fails to respect such an undertaking
17 Risk associated with the use of GoCert certificates
GoCert certificates cannot underpin a commercial offer that an electricity supplier makes to its end
consumers to show the energy contained in the offer is produced from renewable sources
2 Technological risks
21 Risk of errors or security flaws allowing for hacking or theft of the
issuance platform
Hackers or other malicious or criminal groups or organizations may attempt to interfere with the
WPO Information Systems the platform managed by EQUISAFE on behalf of WPO or the
GreenTokens in several ways including but not limited to service denial attacks Sybil attacks
spoofing malware attacks or attacks based on consensus or theft of WPO identification information
In order to reduce these risks Cybersecurity and detection systems for technical malfunctions are
put in place
22 Risk of loss or theft of the vate key
Any subscriber of GreenTokens that holds their GreenTokens in safe keeping themselves must be
careful not to disclose their private keys Any third party who has access to private keys including by
accessing the connection IDs of an electronic wallet or of a vault service used by a token carrier (the
Wallet could steal the GreenTokens andor hack the Wallet
Similarly any subscriber of GreenTokens can only access their Wallet by using their personal
identification information The loss of such identification information could result in the impossibility
of accessing or using the GreenTokens Theft of this identification information could result in the theft
of the GreenTokens In fact any third party who obtains access to the identification information or
s
In order to minimize this risk subscribers must protect themselves against persons who access their
electronic devices without authorisation It is also recommended that the subscribers of GreenTokens
securely store their identification information in one or more separate location(s)
23 Risks related to the monitoring and safeguard of Digital Assets
Despite the efforts made by the COINHOUSE Depository the holding accounts and escrow accounts
(as indicated in Figure 40) allowing the Cryptocurrencies collected in connection with the Public
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Token Offering to be held in escrow are vulnerable to attacks as well as sudden and significant
fluctuations in value Any successful attack or significant fluctuations in value poses a risk to the
subscribers of GreenTokens of losing part or all of their funds
24 Risks linked to the Distributed Ledger Technology (DLT) on
which GreenTokens are registered and the platforms on which
GreenTokens can be exchanged
Consensus algorithms are essential to maintaining the integrity and security of a Cryptocurrency
network They provide the distributed nodes with a means of reaching an indisputable consensus on
the Blockchain register
The Proof of Work (Pow) consensus algorithm is considered one of the most effective solutions
against consensus attacks such as the 51 attack (or majority attack) or other Byzantine attacks Not
only because the network is decentralised but also because the high costs associated with the
mining process make activity by miners with the aim of disrupting the network unlikely Any
successful attack poses a risk to the subscribers of GreenTokens of losing all or part of their funds
A security audit of subscription platform and a compliance audit of the subscription and
issuance process with this Information Document will be carried out by the opening of the Public
Token Offering
Similarly the SAVITAR Digital Asset exchange platform has initiated a continuous security campaign
on the YOGOSHA platform since January 2018 No security flaws have been reported for several
months showing a level of security consistent with current best practices
It is specified that CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario)
provide or could provide one or more services concerning Digital Assets listed in article L 54-10-2 of
the French Monetary and Financial Code Consequently it cannot be ruled out that
CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario) will have to be
registered with the AMF and that the conditions for this registration will not be met Where
applicable WPO may be required to use the services of another exchange platform previously
registered with the AMF The subscriber may have to ensure compliance with these conditions in the
event of a change of platform
However there may be a risk of malfunction inherent to any computer programme and despite the
checks carried out by WPO or its partners a technical failure remains possible The same
considerations should be taken into account in the event of a migration to another Distributed
Ledger Technology (DLT)
3 Risks linked to the Project
31 Risk asso
on the Project or any event that may impact the Project
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Annual Report of the Statutory Auditor specific to the management of tokens over the year In the
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event that the Committee is unable to publish the report the WPO Directorate would take over its
communication obligations until such time that the Committee can resume its work Also the risk
associated with the lack of regular communication by the issuer on the Project or any event that may
impact the Project is low
32 Risk of failure in the launch or technical and operational
development of the Project
The GreenToken is designed to be a service token (Utility Token) to obtain goods or services offered
by WPO in connection with the Project and in particular private production certificates (GoCerts) to
be issued by WPO in connection with the Project The issuance of the GreenTokens and their sale by
WPO is thus intended to enable the Project to be carried out There is no certainty that WPO will be
able to implement the Project under the terms set out in the Information Document or even if the
Project as such will be implemented WPO being bound only by an obligation of best endeavours
for its implementation WPO disclaims any liability and provides no
assurance as to the accuracy and reliability completeness or timeliness of the services offered by
WPO or the results obtained from the use of these services Any change or new fact likely to have a
significant influence on the investment decision of any potential subscriber that occurs between the
AMFs approval and the closing of the offering must be described in an amended information
subscribers with prior information pursuant to article L 552-6 of the CMF and specified in the AMF
Instruction 2019-06 the Project may at any time evolve according to what WPO considers to be in its
best interest in order to implement the Project as set out in the Information Document andor as it
may or may have evolved
33 Risk of material modification of the Project and of rights attached
thereto
We do not anticipate a change in the rights attached to GreenTokens regardless of (i) the commercial
commitments made and (ii) the expected changes in renewable energy development Thus without
change in the laws and regulations in France the GreenTokens once they have been issued will
continue to give access to GoCert Certificates However no assurance can be given as to the adoption
of a European Union text harmonising the legal qualification of Digital Assets and which could have
an impact on the current qualification of GreenTokens and related rights WPO excludes any liability
that such an event could have on the recognition of rights and the value of GreenTokens
34 Risks related to the requalification of the scope of the offering from
the point of view of consumer law
If a court considers that under the consumer law it is not an offering of digital content not supplied
on a material medium but rather a financial service the waiver of the right to withdraw as provided
for in connection with the offering may not meet the legal conditions
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35 Risks related to the lack of visibility on the regulations applying to the
offer of tokens in all jurisdictions in which the tokens will be offered as well
as the taxation applying to the token subscribers
The terms and conditions of offer sale and taxation of GreenTokens are governed by French law in
force on the date of this Information Document and in particular by the provisions of the PACTE Law
for marketing on French territory
No assurance may be given as to the consequences of any court or administrative decision or
amendment of French laws or regulations after the date of this Information Document Such a
decision or change may have a medium to high negative impact on subscribers and have an adverse
effect on the value of GreenTokens
WPO also disclaims any liability for the adoption of a European Union text harmonising the legal
qualification of Digital Assets which may have an impact on the current qualification of GreenTokens
and rights attached thereto
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PART 5 - CHARACTERISTICS OF THE TOKEN OFFERING
1 Number of GreenTokens to be issued
11 Quantity
The Quantity of GreenTokens is set at fifteen (15) million tokens
12 Allocation structure
bull Eleven (11) million GreenTokens are allocated to the Public Token Offering Unsold tokens will
be cancelled (see Section Cancellation of GreenTokens)
bull Three (3) million GreenTokens are allocated to the Reserve held by WPO and planned to
satisfy the mandatory demand for GreenTokens (see Section Our Services-For-Data)
bull Nine hundred thousand (900000) GreenTokens are allocated to the Private Token Sale
Unsold tokens will be placed in the Reserve
bull One hundred thousand (100000) GreenTokens are allocated to the Free distribution of
GreenTokens to WPO employees
Figure 30 GreenTokens allocation
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2 Amounts of the issue
21 Expected Amounts
The objectives of the issue for the Public Token Offering are as follows
Figure 31 Expected amounts of the issue
22 Amount Effectively Collected
At the end of the public offering the Amount Effectively Collected is determined as follows
bull The exchange ratios of the BTCEUR and ETHEUR pairs are recorded by the bailiff one hour
after the closing of the subscription
bull The amount in euros and the number of Digital Assets (BTC and ETH) effectively received on
the custodians escrow accounts shall be recorded by the judicial officer on the sixth working
day at 2pm after the closing of the subscription
bull Based on these findings the Amount Effectively Collected is (i) calculated by WPO (ii)
certified by the Statutory Auditor and (iii) published by the Chairman of the Investment
Advisory Committee at 4pm on the same day (See Section Time frame of the Public Token
Offering)
currencies that are legal tender and the amounts in Digital Assets effectively received on the escrow
accounts of the Custodians up to and including the sixth business day (T+6) converted into euros at
the Exchange Rates applicable on date T The proceeds from the Private Token Sale are excluded
from this sum
23 Exchange Rate
The applicable Exchange Rates for conversions of Digital are the
exchange ratios traded at 100 am in the morning (Paris time) of the following day (T+1) recorded on
the Kraken Digital Asset exchange platform (Source) or equivalent
The Cryptocurrency collected will be converted to euros only after the Public Token Offering (see
Section
or foreign currencies)
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3 GreenToken Subscription Price
31 Subscription Price
The Subscription Price for the GreenToken is set at 095 euros
32 Minimum Subscription Threshold
The Minimum Subscription Threshold is set at 100 euros
33 Discounts offered by category of subscribers
Category A Premium Subscriber Any subscriber without distinction benefits from an additional discount of - 5 of the Nominal Value
for each tranche of 50000 euros of purchases of GreenTokens (cumulative for each beneficial owner)
limited to 50 of the Nominal Value and within the limit of the stock of available tokens
Each half-tranche of 25000 euros of GreenToken purchases is subject to a lock-up period (Lock-up A)
of one month from the Listing of the Token (see Section Conditions of custody of GreenTokens)
Purchase tranche 0 -
50
50 -
100
100 -
150
150 -
200
200 -
250
250 -
300
300 -
350
350 -
400
400 -
450
450 -
500 (in thousands of euros)
Subscription Price A (EUR) 095 090 085 080 075 070 065 060 055 05
Category B Long-term subscriber Subject to making at least 10000 euros of GreenTokens purchases (cumulative for each beneficial
owner) any subscriber without distinction benefits from an additional discount of -5 of the
Nominal Value per lock-up year (Lock-up B ) granted limited to 50 of the Nominal Value and within
the limit of the stock of available tokens (see Section Conditions of custody of GreenTokens)
Lock-up (years) 0 1 2 3 4 5 6 7 8 9
Subscription Price B (EUR) 095 090 085 080 075 070 065 060 055 05
Cumulative discounts The discounts for the categories of subscribers A and B are cumulative and limited to 50 of the
Nominal Value within the limit of the stock of available tokens
Example Laura acquires 78000 euros of GreenTokens She qualifies for the Category A discount She
agrees to a 3-year lock-up period She also qualifies for the Class B discount The Issue Price that
applies to her purchase is Subscription Price A plied by Subscription Price B (3 years)
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Cumulative Lock-up periods Lock-up periods (Lock-up A or B) are not cumulative only the longest of the two applies
Example The subscription of Laura of 78000 euros counts for 3 half-tranches that gives a lock-up
period of 3 months (Lock-up A ) However she also agrees to a 3-year lock-up period (Lock-up B )
therefore the 3-year period (Lock-up B) only applies in this instance
34 Explanations on the setting of the Subscription Price
The GreenToken will have different values during its life cycle The Nominal Value the Exchange
Value the Utility Value and during the Public Token Offering the Subscription Price
Figure 32 Values of the GreenToken over time (Non-contractual example)
Nominal Value
The Nominal Value of a GreenToken is the value of a GreenToken sold by WPO within the specific
framework of the Services-For-Data using the Reserve
In this context [X] euros of services give entitlement to [Y] GreenTokens Thus
bull Before the Listing of the Token the Nominal Value is set at one (1) euro
bull After the Listing of the Token the Nominal Value will be the greater of one (1) euro and the
Exchange Value
Exchange Value The Exchange Value of a GreenToken will be the value of a GreenToken on the secondary market (see
Section GreenToken listing)
In the event of listing on several Digital Asset exchange platforms the Exchange Value of a
GreenToken will be the average exchange value observed on these different platforms on the basis
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of a representative exchange volume measured over a sufficient period prior to the setting of this
value The average exchange value shall be weighted by the exchange volume of each platform
In the event of disagreement over the value the Investment Advisory Committee shall make a public
declaration establishing the Exchange Value
Utility Value See Section Redemption of GreenTokens by WPO
Subscription price The Subscription Price offers a discount to promote the attractiveness of the Public Token Offering
This discount is - 5 compared to the Nominal Value before the Listing of the Token
Additional discounts may accrue for premium andor long-term subscribers
4 Accepted Currencies and Digital Assets
41 Currencies
The currency accepted is Euro (code EUR)(
42 Digital Assets
Accepted Cryptocurrencies are Bitcoin (code BTC) and Ether (code ETH)
43 Exchange ratios with the GreenToken
Currencies The exchange ratio for the [EUR-GTK] pair is equal to the applicable Subscription Price
Digital Assets The exchange ratio is the Exchange Rate applicable on the closing date of the Public Token Offering
as recorded by the bailiff (See Section Time frame of the Public Token Offering) multiplied by the
applicable Subscription Price
5 Steps prior to the Public Token Offering
51 Pre-offering issue
No GreenTokens including GreenTokens from the Private Token Sale are expected to be issued
before the end of the Public Token Offering
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52 Private Token Sale
Between 1 April and 31 December 2019 254500 GreenTokens were sold as part of the Private Token
Sale at an average price of 085 euros for a total amount of 216000 euros
Between 1 January and 30 April 2020 167760 GreenTokens were sold as part of the Private Token Sale
These sales are contracted but not yet invoiced at the date of this Information Document
No GreenToken has yet been issued These sales do not contain any Lock-up condition
Any private-sale negotiation of GreenTokens not yet contracted at the opening of the Public Token
Offering will be suspended
6 Terms of subscription for GreenTokens
In order to subscribe to the Public Token Offering subscribers must follow the process of
downloading the Information Document Recording and identifying in advance any purchase of
GreenTokens (see Figure 34) In this context WPO will use the personal data communicated in
accordance with the GDPR
61 Downloading the Information Document
The Information Document is available for download on the Public Token Offering website
(wwwwpoeu ceptance of a prior notice
62 Pre-booking GreenTokens
Anyone who has downloaded the Information Document may without any commitment from their
part pre-book GreenTokens via an online form (pop-up) For this purpose they must
bull enter a valid email address
bull enter the amount of its pre-booking in the future Public Offering (eg [X] euros in pre-
booking of [Y] GreenTokens [Y] being automatically calculated)
bull If applicable subscribe to the information flow relating to the GreenToken Project
If a pre-booking amount has been entered they will have the option to create a User Account
Otherwise they will be able to create a User Account at any time on the website wwwwpoeu ICO
tab
63 Creation of the User Account
Creation of identifiers The creation of the User Account requires the provision of
bull a valid email address (verified by sending a security email)
bull a password
bull a mobile phone number allowing double-factor authentication (A2F)
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Information requested The information to be entered online without threshold conditions is as follows (Figure 33)
Figure 33 List of information collected during the Registration
NATURAL PERSON LEGAL ENTITY
Mandatory information
First name of User Account Holder Company name of User Account Holder
Last name of User Account Holder Description of the project or activity of the User Account holder
Date of birth of the User Account Holder
Nationality of the User Account Holder Country of registration of the User Account Holder
Country of residence of the User Account Holder
First name of the legal representative of the User Account holder
Email address of the User Account Holder Last name of the legal representative of the User Account holder
Date of birth of the legal representative of the User Account holder
Title of Payer or Beneficiary Contact email of the User Account Holder
-
- Title of Payer or Beneficiary
Recommended information
Main phone of the User Account Holder Registration number (SIREN or equivalent) of the User Account holder
Politically Exposed Person (PEP) number
Supporting documents The list of these documents to download without threshold conditions is available here See the KYC2
List of Documents
Advanced Electronic Signature
by the YOUSIGN signature provider the signature occurs when the unique security code sent by
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Figure 34 Registration Process
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Information in the event of repayment of funds The Bank Identity Form provided at the identification stage will where applicable be used to repay
amounts subscribed in currencies that are legal tender The public address provided at the
identification stage will be used where applicable to repay the Digital Assets subscribed for in Digital
Assets (Figure 38)
-
- e identical Failing that the subscription process will be interrupted
Information on the origin of funds We monitor the origin of the funds collected in relation to (i) the processing of alerts (in the event of
suspicion) and (ii) the knowledge of the customer (KYCKYB) in accordance with our AML-CFT
Procedure This analysis will be delegated to LEMON WAY without threshold conditions in order to
detect any anomalies or abnormal behaviour In the event of suspicion additional information and
supporting documentation will be requested
UZES and COINHOUSE may carry out secondary audits in
accordance with their regulatory obligations or internal procedures
See also PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS ANTI-MONEY LAUNDERING AND
COMBATING THE FINANCING OF TERRORISM AND SECURITY
Amendment of information The user agrees to inform WPO as soon as possible of any changes to the information provided during
n order to
update hisher information and in particular any change in hisher marital status legal capacity
address (tax postal or electronic) mobile phone number title (tax professional)
64 Subscription to GreenTokens
The analysis of the information provided may take from a few minutes to a few days After notification
by EQUISAFE that the Registration has been confirmed the subscriber may log in to his User Account
to purchase GreenTokens The main steps are as follows
1 The subscriber confirms that he has read and accepted the General Terms and Conditions of
Use available online (Figure 34 see above)
2 The subscriber indicates his choice of subscription in euros or Digital Assets (See the Figure
38)
3 The subscriber then indicates the amount of hisher subscription and the possible Lock-up
condition to which heshe voluntarily subscribes (see Section Category B Long-term
subscriber)
4 On this basis the following are shown to the subscriber (See Figure 39 and Figure 40)
a The number of GreenTokens heshe acquires
b The issue price applicable to himher
c The possible lock-up period (Lock-up) applicable to himher
d The subscription fees applicable to himher
e The total price of hisher purchase ie [a x b + d] in euros
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5 The subscriber indicates how heshe will receive their GreenTokens In the first two cases (a)
and (b) below the subscriber will provide a public address for ERC20 compatible Digital
Assets in the third case (c) this address will be specified by the Depository COINHOUSE
a Where the holder is its own depository
b Via a third-party depository
c Via the third-party depository COINHOUSE
6 The subscriber confirms the information relating to the bank account (or public address) of
repayment which is the same as used for the subscription
7 The subscriber confirms their intention to purchase and pay for the GreenTokens subscribed
a The funds in euros are first received in an initial holding account placed in the LEMON
WAY environment and allocated to each subscriber They are then transferred to the
holding account alloc tion Custody of
subscriptions made in legal tender Currencies )
b Digital Assets are first received at one or other public holding addresses Each
business day EQUISAFE (See Section Custody of subscriptions made in Digital
Assets)
i reconciles the amounts received at these addresses with the registered
subscriptions
and subject to the minimum daily collection amount being reached
ii instructs the Depository COINHOUSE to place the Permitted Digital Assets
on the escrow account which executes the instruction
or if applicable
iii instructs the Depository COINHOUSE to return the unauthorised Digital
Assets received which executes the instruction
8 Subscriptions duly collected on the account or public holding addresses are thus deposited
as soon as a minimum amount is reached on one of the two escrow accounts
bull euros at FINANCIERE DUZES (See Figure 39)
bull Digital Assets at COINHOUSE (see Figure 40)
65 Issuance of GreenTokens
At the closing of the Public Token Offering the Statutory Auditor certifies the Amount Effectively
Collected and the WPO Directorate concludes on the outcome of the offering
As soon as the Minimum Amount is reached EQUISAFE mandated by WPO prepares the issuance
of the GreenTokens the allocation of GreenTokens to their subscribers and the cancellation of the
unsold GreenTokens (see Section GreenTokens time frame of use)
This allocation is made by sending to the public address indicated by the subscriber in paragraph 5
of section 64 above Subscription to GreenTokens
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7 Time frame of the Public Token Offering
The time frame of the Public Token Offering is as follows
Figure 35 Detailed timeline of the Public Token Offering (the times shown are Central European Time)
Tuesday 8 September 2020
at 10 am
- Opening of the subscription to the Public Token Offering which
takes the form of the opening of subscriptions on wwwwpoeu
- Publication of the Statutory Auditors report on the Private Token
Sale to date
Thursday 12 November 2020
at midnight
Closing of the subscription to the Initial Coin Offering which results
in the suspension of the subscription function on wwwwpoeu
Friday 13 November 2020
at 1am in the morning ETHEUR pairs to determine the Exchange Rate applicable to the
Digital Assets collected
Friday 20 November 2020
at 2pm
at 4pm
- Bailif
Digital Assets effectively collected (the period between the closing of
the subscription to the Public Token Offering and this statement is
the time required for the last bank transfers and transfers of Digital
Assets to be received and observed on the escrow accounts)
- Certification Amount Effectively Collected by the Statutory Auditor
b
- Publication of the result of the Public Token Offering by the WPO
Directorate and public declaration of the Investment Advisory
Committee in accordance with the certificate of the Statutory Auditor
Monday 23 November 2020
at noon
- Issuance of the GreenTokens and if applicable cancellation
(destruction) of the unsold GreenTokens
Tuesday 1 December 2020
at noon
- Allocation of GreenTokens to each subscriber
- Listing of the GreenToken
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
For a broader timeframe
bull timeline is given in the Section Our history
bull The timeline for the GreenToken Project is given in the Section Timeline
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8 Information on the period after the Public Token
Offering
81 Dilution
The GreenTokens redeemed by WPO in exchange for GoCert certificates will be cancelled As the
GreenTokens are fixed this will result in a gradual reduction in the number of GreenTokens available
over time
Any new offering to the public of GreenTokens would be conditional upon obtaining a new optional
Visa from the AMF
82 GreenTokens buy-back conditions
In the event of excess or lack of liquidity of the GreenTokens on the secondary market WPO shall act
reasonably and may use the Reserve under the control of the Investment Advisory Committee
83 Conditions for cancelling GreenTokens
See Sections Cancellation of GreenTokens and Redemption of GreenTokens by WPO
84 Conditions for the custody of self-held tokens and their placing
on the market
The categories of self-held GreenTokens are listed in the Section Use of self-held tokens None of them
are subject to a custody obligation (no Lock-up)
85 Conditions of custody of GreenTokens held by subscribers
GreenTokens subject to a lock-up period (Lock-up A or Lock-up B as defined in the Section Discounts
offered by category of subscribers) mean that they will be kept by the Depository COINHOUSE in a
segregated account from the time of their issue and for the duration of the Lock-up They will be
delivered to their subscriber at the end of the lock-up period The custody costs are borne by WPO
86 Communications to the public
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Statutory Auditor and Obligations and capacities of the Committee)
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PART 6 - TECHNICAL TERMS AND CONDITIONS FOR THE
ISSUE OF GREENTOKENS
1 Description
The Distributed Ledger T e
Ethereum network which allow the creation registration and transfer of Digital Assets within the
meaning of article L54-10-1 of the CMF
Operational since June 2019 the Secure Financial Transaction Protocol provides a robust modular
and configurable framework It favours as much as possible the logic of permission by the IT code
through Smart Contracts in order to maximize transparency for all parties involved
The Secure Financial Transaction Protocol is designed to maximize interoperability between the
various network participants In general these participants can be divided into four categories
bull The Issuer (WPO) an entity that creates and sells GreenTokens
bull Subscribers entities that have successfully passed KYC identification and AML-CFT
compliance checks and are authorised to purchase GreenTokens
bull White lists (LEMON WAY) are trusted entities that provide LCB-CFT Compliance Identification
and Verification services to network participants
bull
funds collected without directly taking possession of them They can provide services such as
holding funds in escrow or custody of tokens or facilitate the secondary transfer of
GreenTokens
The Secure Financial Transaction Protocol was designed with two central concepts in mind
identification and permission Each subscriber has their identity verified by a White list registration
agent (LEMON WAY) and a unique identity footprint is associated with their portfolio address (see
below Figure 34) Based on this identity information the Issuer and Depositories apply a set of rules
in accordance with the provisions of this Information Document which determines how the
subscriber can interact with them
The Issuer White Lists and Depositories each have their own Smart Contract that defines how they
interact with each other These contracts allow different entities to provide each other with
information within the ecosystem
The security tokens of the Secure Financial Transaction Protocol are based on the ERC20 standard
The tokens are transferred via the transfer and transferFrom methods but the transfer will only
succeed if it passes a series of Blockchain authorisation controls A checkTransfer call returns true if
the transfer is possible (See Figure 36)
The basic configuration includes the identification of the subscriber the monitoring of the number
and limits of subscribers as well as restrictions on the countries and status of each accredited
subscriber The implementation of other modules allows for the addition of a variety of additional
features to meet the specifications set out in this Information Document
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Figure 36 - GreenToken issuance process
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2 Parameters of the automated computer programme
and objective of the functions
The following public link presents the system architecture httpsgitlabcomequisafenyx
The Distributed Ledger Technology (DLT) developed by EQUISAFE is operational and has already
operated on several digital financial transactions for amounts in euros above the Target Amount
(Target) of this offering19
3 Security and Compliance Audits
An audit (and if necessary a security counter-audit)20 of the Distributed Ledger Technology (DLT)
developed by EQUISAFE and an audit (and if necessary counter-audit) of compliance of the
GreenToken subscription and issue process with this Information Document will be carried out by
the opening of the Public Token Offering
Certificates certifying that the comments and recommendations made during these audits are taken
into account will be published on the websites of EQUISAFE and WPO no later than the day of the
opening of the Public Token Offering
The GreenTokens will only be issued once the threshold target (Achievement of the Minimum
Amount (Soft-cap)) has been achieved and after the closing of the Public Token Offering
19 See for example the MEDIA section of the website wwwequisafeio 20 To this end EQUISAFE has commissioned DIGITAL SECURITY SAS (SIREN 810570515 RCS Paris) 50 avenue Daumesnil (wwwdigitalsecurityfr) and the audit is scheduled for March 2020
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PART 7 - CUSTODY AND RESTITUTION OF FUNDS AND
DIGITAL ASSETS
1 Monitoring and safeguarding of funds and digital
assets collected
11 Methods for collecting and managing the funds and Digital
Assets collected as referred to in article 712-6 of the AMF General
Regulation
Subscription in legal tender Currencies See Section Subscription to GreenTokens
See also Figure 39 Process of collecting and sequestration of funds in euros
Subscription in Digital Assets See Section Subscription to GreenTokens
See also Figure 40 Process for collecting and sequestration of Digital Assets
Custody of subscriptions made in legal tender Currencies As long as the cumulative amount of the funds in euros collected on LEMON WAY holding accounts
are less than the Minimum Amount (Soft-cap) the funds collected are held in these accounts
When this amount reaches or exceeds the Minimum Amount (Soft-cap) the funds collected are
h its
authorisations available on the website REGAFI (see Section Euro (EUR) Escrow Account below)
Funds held in escrow remain frozen in accordance with the provisions of this Information Document
and in particular the Section End of subscription period and restitution below
Custody of subscriptions made in Digital Assets Each day and if the equivalent amount observed on one of the public holding addresses at
COINHOUSE reaches or exceeds one thousand (1000) euros (calculated according to the method set
out in Section Exchange Rate) the Digital Assets collected are transferred to the escrow account of
the Depository COINHOUSE CUSTODY SERVICES under Ledger Vault technology (see Section
Bitcoin (BTC) Public Holding Address and Section Ether (ETH) Public Holding Address below)
Practically EQUISAFE reconciles the origin and quantity of the Digital Assets effectively received at
these public holding addresses with the identification information and the White list established by
LEMON WAY EQUISAFE then establishes the release(s) of the authorised transfers to either of the
escrow accounts (BTC or ETH) which is executed by COINHOUSE upon receipt The orphan Digital
Assets are either returned to their original -CFT
Procedure
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This release is a digital file sent daily by EQUISAFE to COINHOUSE This file contains the last name
first name and date of birth of the subscriber the amount effectively received and indicates the status
(White list or not) of this subscription and the confirmed address for any refund
business day
The funds deposited in the escrow account remain frozen in accordance with the provisions of this
Information Document and in particular the Section End of subscription period and restitution below
WPO which holds public holding or escrow addresses positioned in the COINHOUSE environment
never possesses any of the associated private keys
12 End of subscription period and restitution
The release of the escrow accounts is subject to the certification by the Statutory Auditor of the
Amount Effectively Collected
If the Certified Amount is less than the Minimum Amount (Soft-cap Condition of non-achievement
of the Minimum Amount (Soft-cap) then the repayment procedure is followed
If the Certified Amount is greater than the Maximum Amount (Hard-cap) the Condition of exceeding
the Maximum Amount (Hard-cap) is met and the procedure for refunding the excess is followed
As soon as the Soft-cap is reached and after the closing of the Public Token Offering (or in advance
thereof in the event of the Hard-cap being exceeded) the funds and Digital Assets collected are
transfered to WPO by release of the escrow accounts according to the following sequence
Release procedure of the escrow account of the Digital Assets a
Effectively Collected the Depository COINHOUSE will open the Ledger Vault
according to the agreed multi-authorisation procedure and then retrieve the Digital
Assets collected
b Upon presentation of a WPO conversion order the Depository COINHOUSE will
convert all or part of the Digital Assets collected into euros (See Section Foreign
or foreign currencies) and then transfer the amount converted into euros from its
bank account (see Section COINHOUSE current account (EUR)) to the Escrow
c The Depository COINHOUSE will transfer the unconverted collected Digital Assets to
the WPO safekeeping and holding account at COINHOUSE
Procedure for releasing the euro escrow account Upon presentation of the Statutory Auditors certificate attesting to the Amount Effectively Collected
and where applicable after receipt of the Digital Assets converted into euros transferred by the
Depository COINHOUSE funds to the WPO bank
account (see Section WPO current account (EUR))
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13 Identification of holding accounts and escrow accounts to hold
collected funds and Digital Assets
Euro (EUR) Escrow Account The Depository FINAN
below
CIC CREacuteDIT INDUSTRIEL ET COMMERCIAL
IBAN FR76 3006 6107 4100 0208 0642 501
BIC CMCIFRPP
Bitcoin (BTC) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
Ether (ETH) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
COINHOUSE current account (EUR) In the event of conversion of all or part of the Digital Assets collected the Depository COINHOUSE will
transfer the amount converted into euros to the bank account below
FIDOR BANK
IBAN DE82 7002 2200 0020 299 800
BIC FDDODEMMXXXX
WPO current account (EUR) At the end of the uro funds will be paid is as follows
CREDIT COOPERATIF
IBAN FR76 4255 9100 0008 0107 2529 312
BIC CCOPFRPPXXX
14
convert Digital Assets to euros or foreign currencies
The Cryptocurrencies collected during the Public Token Offering will be converted into euros only
after the Public Offering has been completed
21 According to Engagement Letter reference COINHOUSE-20191014 signed on 14092019
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nge rate
applicable to the conversion of at least 80 of that recorded by the bailiff at the end of the Public
Token Offering If when the order is made the difference is greater than 20 the conversion will be
adjourned
By way of exception WPO intends to convert the Digital Assets as soon as possible to have a total
amount collected in euros at least equal to the value of the Minimum Amount (Soft-cap) or
depending on the currency effects as near to this value as possible
Subsequently if all of the Digital Assets collected have not already been converted WPO intends to
convert them cautiously for the purposes of the GreenToken Project in accordance with the
exchange risk management principle set out above
15 WPOs commitment to maintain or implement a monitoring
and safeguard mechanism for the funds and the Digital Assets
collected
The Digital Assets collected during the Public Token Offering and ultimately transferred to WPO
automatically are in part or in full converted into euros (see Section above)
Any balance of the Digital Assets shall be kept at COINHOUSE in accordance with the engagement
letter in place22 (or where applicable at any other custody provider of Digital Assets on behalf of third
parties (DASP) registered by the AMF
2 Refunding of Subscribers
21 Condition of non-achievement of the Minimum Amount (Soft-
cap)
At the closing of the Public Token Offering as shown in the Time frame of the Public Token Offering
the Statutory Auditor certifies the Amount Effectively Collected in euros and the WPO Directorate
records the result of the offering If the condition of non-achievement of the Minimum Amount (Soft-
cap) has been met WPO will return the funds and the Digital Assets collected within sixty (60)
working days from the date of the Statutory Auditors certificate
22 Condition of exceeding the Maximum Amount (Hard-cap)
Each day during the period open for subscriptions at 6pm (Paris time) WPO calculates the interim
value of the Amount Effectively Collected in euros If according to this calculation the Maximum
Amount (Hard-cap) has been exceeded the subscription function on wwwwpoeu will be
immediately suspended by WPO
22 See Note 21 on previous page
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Having anticipated this overrun WPO will then note as quickly as possible as recorded by a bailiff
the exchange ratios of the Digital Assets collected in euros on the Digital Asset exchange platform
chosen for reference23
WPO then notes as recorded by a bailiff the amount of the legal tender currencies and the amount
of the Digital Assets collected and effectively received on the Custodians escrow accounts until the
fifth business day (inclusive) after the day on which the subscription function was suspended
the WPO Directorate records the result of the offering As soon as the condition for exceeding the
Hard-cap is met WPO returns the excess funds and Digital Assets collected within sixty (60) working
days of the date of the Statutory Auditors certificate The excess subscriptions are then repaid in the
order of the last subscriptions effectively received by the Custodians until the value of the Hard-cap
is reached
23 Procedure for refunding the subscribers
This procedure is the same in the event that the condition of non-achievement of the Minimum
Amount (Soft-cap) is met or the condition of exceeding the Maximum Amount (Hard-cap) is met
Case of a subscription in a legal tender currency Throughout the subscription period a subscribers register will be kept by the manager of the
EQUISAFE subscription platform and a payment register will be kept by the LEMON WAY payment
institution which will be reconciled with the statement of the escrow account of the Depository
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends the order of repayments accompanied by the
opinions of the Investment Advisory Committee and the Statutory Auditor to LEMON WAY
who executes it
5- Execution Lemon WAY returns the net euros received from its holding accounts to each
subscriber according to the payment method used on subscription
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber shall
bear all applicable fees and commissions if any by his bank foreign exchange agent etc
23 See Section Exchange Rate
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Case of a subscription in Digital Assets Throughout the subscription period a subscriber register shall be kept by the manager of the
EQUISAFE subscription platform and a register of transfers of Digital Assets received shall be kept by
the Depository COINHOUSE
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends in writing the order of repayments accompanied
by the opinions of the Investment Advisory Committee and the Statutory Auditor to
COINHOUSE who executes it
5- Execution COINHOUSE sends the Net Digital Assets received on its escrow accounts to each
public address recorded at the time of the Registration
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber bears
all applicable fees and commissions if any by its own custody or broking providers etc
24 Foreign exchange risk management at the time of refund
The risk of a change in the exchange ratio of legal tender currencies (other than the Euro) or of Digital
Assets and euros between subscription and redemption is borne by the refunded subscriber
25 Management of risk of incorrect or incomplete address during a
refund
If the information provided for repayment at the time of registration is incorrect or incomplete the
risk of non-repayment is borne by the subscriber However WPO will use its best endeavours (duty
of best endeavours) to correct or complete the address for a reasonable period of two (2) months
following the date of methodological certification of the list of refunds by the Statutory Auditor
26 Address risk management via Digital Asset exchange platform
Repayment is made only to the address used for sending the Subscribers Digital Assets If this
address is the address linked to a Digital Asset exchange platform the refund could be lost and WPO
cannot be held liable Subscribers must take care of organising this themselves in advance with their
provider(s)
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PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS
ANTI-MONEY LAUNDERING AND COMBATING THE
FINANCING OF TERRORISM AND SECURITY
1 Knowledge of subscribers and AML-CFT
Pursuant to article L561-2 7deg ter of the CMF WPO is liable to as an issuer in connection with the
Public Token Offering conduct identification and vigilance measures according to anti-money
laundering and combating financing terrorism regulations (AML-CFT)
In this regard WPO has put in place its AML-CFT Procedure consisting of
bull A system for collecting data regarding identification identity verification and knowledge of
GreenToken subscribers
bull A mechanism for assessing the risk of money laundering and terrorist financing
In this context WPO has outsourced on the basis of article R561-38-2 of the CMF the due diligence
measures to be implemented in connection with the subscription of GreenTokens
In accordance with article L 561-32 I paragraph 4 of the CMF the Money Laundering Reporting Officer
(MLRO) designated for the Public Token Offering holds a high hierarchical position within WPO and
has sufficient knowledge of risk exposure It has also implemented controls over WPO
providers
In this case the MLRO is
hervegagnairewpoeu)
11 Identification and verification of identity
The process of identifying subscribers (KYC and KYB) and the origin of the funds will be carried out
by LEMON WAY at the time of registration (see Figure )
KYC and KYB Process The steps to be followed and the documents to be provided are detailed in the Section Creation of
the User Account
In particular two proofs of identity (with no minimum subscription threshold condition) will be
required and subscribers will be required to sign the request to create the User Account by Advanced
Electronic Signature (see Section Advanced Electronic Signature)
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Acceptance The type of subscribers that do not meet the internal procedures of the Payment Service Provider
LEMON WAY will not be accepted at the payment stage of the subscription platform
subscription presented for collection that is not in compliance particularly with regard to the
completeness of the information provided or with regard to their own AML-CFT provisions (See Figure
39 and Figure 40)
The WPO Directorate will question all third-party providers involved in the subscription process to
ensure compliance with applicable regulations and procedures
12 Risk Classification
The assessment of the level of risk may result from the analysis of the subscriber and the risk approach
in certain cases or from a legal or regulatory presumption (types of legal persons activities or
distribution channels listed by the texts as posing a low risk of money laundering)
RISK EXPLANATION
LOW
Equivalent to the lowest AML-CFT risk It can be shown by the ease by which subscribers are monitored by procedures that are not complex or that generate low flows by simple means by which GreenTokens are acquired (payment in a legal tender currency ) and for low volume (less than 1000 euros) The management of related risks is easy and a simplified due diligence system can be sufficient to manage AML-CFT risks
MODERATE Equivalent to a standard andor average AML-CFT risk corresponding to situations of preferred AML-CFT risk vectors
HIGH A high AML-CFT risk is associated with situations identified as preferred AML-CFT risk vectors
13 Risk assessment criteria
In summary -CFT Procedure provides that
bull the Public Token Offering is aimed at natural and legal persons in France without distinction
bull requests for subscriptionacquisition of GreenTokens from abroad (country of
residenceconstitution) are accepted unless they come from High Risk Jurisdictions China
or the United States of America
bull individuals considered at risk are Politically Exposed Persons (PEP) and those whose
professionactivity is related to real estate telecommunications games associative sector
and arts
The risk criteria categories that will be taken into account in determining the level of vigilance to be
applied are the place of residence professional activity currency of subscription amount invested
an abnormal transaction andor behaviour etc
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Depending on the level of vigilance required the following due diligence will be applied
Figure 37 - AMLCFT Risk Assessment Criteria
VIGILANCE DUE DILIGENCE
SIMPLE Identification (collection of identification documents)
COMPLEMENTARY
Above diligence and
- verification of the activity - advanced identity verification
o Advanced electronic signature o Verification of sanctions lists
- if applicable validation by MLRO
REINFORCED
Above diligence and
- request on the origin of the funds - validation by MLRO - specific PEP due diligence
The following cases will imply a refusal to subscribe
bull Presentation of incomplete illegible or falsified documents
bull Use of an unjustified third-party account
bull Origin of funds in a High Risk Jurisdiction
bull Subscribers using anonymity
bull Subscribers subject to asset freeze
bull Subscribers on certain sanctions lists
Finally further restrictions on the Public Token Offering are set out in the Section Restrictions on the
Public Token Offering in the following section
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Figure 38 KYC Identification and AML-CFT compliance process
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Figure 39 Process of collecting and sequestration of funds in euros
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Figure 40 Process for collecting and sequestration of Digital Assets
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2 Cybersecurity and detection systems for technical
malfunctions
In 2015 WPO set up an IT Systems business unit With eight full-time employees today the team
Since 2018 WPO has taken out a fraud and cybercrime insurance policy with the insurer CNA
covering its data and third-party data including Production Data transiting or storage on its
Information Systems24
business unit25 carried out a security audit by XMCO concerning
an Penetration Test on its Internet-exposed information systems A follow-up audit to check that the
security recommendations had been implemented was conducted in January 2020
WPO has committed to the implementation of an ISO-27001 certification-backed Information
Security Management System with a certification start-up objective in 2020 The scope envisaged will
include the collection of Production Data from wind and solar production sites supervised by WPO
LT)
With regard to the implementation of the Public Token Offering WPO has chosen quality partners
(see Section GreenToken Project Team) operating according to current best practices in the market
bull The subscription processes for the Public Token Offering are entrusted to the care of
establishments or agents approved by the ACPR andor registered with the AMF namely
EQUISAFE LEMON WAY COINHOUSE COINHOUSE CUSTODY SERVICES FINANCIERE
DUZES and CREDIT COOPERATIF Our service providers meet or exceed the safety criteria
required by the regulations
bull The Listing of the Token will be entrusted to the care of SAVITAR which will soon apply for it
to be registered with the AMF SAVITAR is already following current best safety practices in a
highly changing technological context
WPO will conduct Penetration Tests on the Distributed Ledger Technology (DLT) of GreenTokens and
GoCert Consortium Audits are planned prior to the opening of the Tokens Public Offering and follow-
up audits before the issuance of the first tokens and the first certificates respectively
Thereafter annual follow-up audits will also be carried out The audit reports will be shared with the
Investment Advisory Committee
24 Policy reference 10200913 with CNA Insurance Company (Europe) SA dated 01012018 25 XMCO SAS (SIREN 430 137 711 RCS Paris) is certified QSA and is approved to perform PCI DSS compliance and certification audits The company is in the process of being qualified by the ANSSI under the PRIS (Source) rules
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PART 9 - APPLICABLE LAW RESTRICTIONS AND
JURISDICTION
1 Applicable law
This Information Document and any contractual relationship arising from the goods and services sold
clause
2 Restrictions on the Public Token Offering
The GreenTokens have not been and will not be registered in any jurisdiction and the Information
Document has only been the subject of a visa application in France with the AMF and in no other
jurisdiction
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America In this regard WPO has not taken
any action to allow the Offering of GreenTokens to the Public or the distribution of the Information
Document in a jurisdiction other than France Accordingly whether directly or indirectly
GreenTokens will not be offered or sold and the Information Document and any other document
relating to the Public Token Offering may not be distributed or published in any other jurisdiction
that requires WPO andor GreenTokens any authorisation approval or other authority
In particular but not limited to with regard to US law and subject to certain exceptions
GreenTokens may not be offered or sold in the United States of America or to or on behalf of US
US persons of the US Securities Act
S Regulations
Accordingly the Public Token Offering is not carried out in ANY JURISDICTION requiring
Authorisation for WPO GreenTokens or for the Information Document
Finally WPO will not accept any subscription from the 23 High Risk Jurisdictions listed by the
European Commission under the 5th AML-CFT Directive
3 Competent courts in the event of a dispute
operating period as a business or during its liquidation between
WPO and the GreenToken subscribers or between the subscribers themselves regarding the rights
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4 Tax regime applicable to the holding of GreenTokens
in France for French subscribers
41 Value Added Tax (VAT)
WPO filed an advance ruling request on 27 June 2018 This request received a response on 26
December 2018 from the Directorate-General for Public Finance (DLF)
From this letter it follows that the initial sale of GreenTokens does not result in VAT being due
However when the GreenTokens purchased are used by their beneficiaries to obtain a single property
or service from WPO the transaction will be subject to VAT in accordance with Article 256 of the
General Tax Code under the conditions of ordinary law The tax shall then become payable under the
conditions applicable to the underlying transaction subject to the rules of territoriality of the tax
42 Taxes on income or profits (French tax residents)
The rules set out below concern the tax treatment in the event of success of the Public Token
Offering
Natural person subscriber
Subscriber engaged in the purchasesale of Digital Assets on an occasional basis
Pursuant to Article 150 VH bis of the French General Tax Code and the administrative doctrine each
tax household is subject to income tax in respect of transfers for consideration of Digital Assets carried
out during a tax year by the members of the tax household
The transfer must have for consideration a price expressed in legal tender currency property or
service Exchanges of Digital Assets without payment of a cash balance are subject to a deferment of
taxation
In respect of each transfer transaction the gain or loss is equal to the difference between on the one
hand the sale price and on the other hand the product of the total purchase price of the entire
portfolio of Digital Assets of the members of the tax household and the quotient of the price of the
assets sold over the aggregate value of the Digital Assets held by the members of the tax household
on the date of the transfer
The purchase price is therefore determined in the form of a fraction of the total purchase price of the
portfolio of the members of the tax household corresponding to the sole assets sold This total
purchase price must be reduced by the fractions of cost prices used when determining the capital
gains or losses of previous transfers
For more details on these calculation methods see administrative doctrine
A gains are offset against the losses of the same year at the tax household level and in the
event of a net gain the tax is 30 of the gain (128 in respect of income tax and 172 in respect of
social security contributions plus where applicable the exceptional tax on high income) The net loss
is neither chargeable to capital gains of any other type nor chargeable on the net gains from the sale
of Digital Assets in the following years
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Furthermore transfers made by the tax household whose total price does not exceed an annual
threshold of 305 in a year are exempt
It is also necessary to ensure compliance with all reporting obligations prescribed by law and in
particular the obligation to declare at the same time as the tax return references to the Digital Asset
accounts opened held used or closed abroad
Subscriber engaged in the purchasesale of Digital Assets on a regular basis
Natural persons who carry out transactions in the sale of Digital Assets on a regular basis are subject
to the rules governing the taxation of professional profits According to the administration the normal
or occasional performance criteria of the activity result from the examination on a case-by-case basis
of the factual circumstances in which the purchase and resale transactions are carried out the
deadlines separating the dates of purchase and resale the number of digital assets sold the
conditions of their acquisition etc
For a company subscriber liable for corporation tax
From an accounting perspective
Regulation No 2018-07 of 10 December 2018 of the Accounting Standards Authority (ANC) provides
that where a company owns by subscription or acquisition tokens that do not have the
characteristics of financial securities financial contracts or cash orders for the purpose of using the
services or associated assets and that are expected to be used beyond the current financial year
these tokens constitute intangible depreciated and impaired fixed assets
Where a company owns by subscription or acquisition tokens that do not have the characteristics of
financial securities financial contracts or cash orders without the intention of using the associated
services or the delivery of the related assets these tokens are recorded in the account number 5202
counterpart to transitional accounts under assets on the balance sheet in the event of an unrealised
loss and under liabilities on the balance sheet in the event of an unrealised gain In the event of an
unrealised loss a provision for risk is made
Tokens recognised as intangible assets of an unspecified period of use may be transferred on a final
basis into tokens held when the expected use of the associated services or goods no longer exists
The transfer is recognised for its net book value No tokens held may be transferred to fixed assets
(account 5202)
The capital gains and losses on disposal of the tokens held are calculated using the first in - first out
method (FIFO) or where applicable the weighted average cost of acquisition (WAC) and are
recorded as the case ma or in
Net expenses on disposals of tokens
From a tax perspective
In the absence of a derogation provided for in the tax texts the tax treatment in respect of income
tax should follow the accounting treatment If the token is sold the treatment of the gain or loss
should follow the ordinary tax treatment
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PART 10 - DECLARATION
I certify after taking all reasonable measures for this purpose that the information contained in the
Information Document is to the best of my knowledge in conformity with the reality and does not
contain any omission likely to alter the scope thereof
In Paris on 12 Mai 2020
Bartheacuteleacutemy Rouer
Chairman
WPO SAS
Duncan Levie
Managing Director
WPO SAS
Alexandre BERTRAND
Managing Director
WPO SAS]
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PART 11 - GLOSSARY
2FA Means Double-Factor Authentication Method by which a
user can access a computer resource (a computer a smart
phone or a website) after having submitted two separate
proofs of identity to an authentication mechanism In this
case WPO will use Microsoft Authenticator
ACPR The Prudential Supervision and Resolution Authority is an
institution within Banque de France responsible for the
supervision of the activity of banks and insurance
companies in France
Advanced Electronic Signature Means an electronic signature which meets the
requirements of Article 26 of the European eIDAS
Regulation of 1 July 2016 ie (a) is unequivocally linked to the
signatory (b) identifies the signatory (c) has been created
using electronic signature creation data that the signatory
may with a high level of confidence use under his sole
control and (d) is linked to the data associated with that
signature so that any subsequent modification of the data
is detectable
AIB - Association of Issuing Bodies Means the pan-European body responsible for the
promotion of the European Energy Certification System
-registration of certificates
AMF Means the Autoriteacute des Marcheacutes Financiers which is a
French financial institution and an independent
administrative authority whose mission is to ensure the
protection of savings invested in financial instruments
investor information and the proper functioning of financial
instruments markets
AML-CFT Means all the legal and regulatory provisions of Anti-Money
Laundering and Combating the Financing of Terrorism
including Directive (EU) 2015849 of the European
Parliament and of the Council of 20 May 2015 on the
prevention of the use of the financial system for the purpose
of money laundering or terrorist financing as amended
by Directive (EU) 2018843 of the European Parliament
and of the Council of 30 May 2018 (the 5th AML-
CFT Directive) Order No 2016-1635 of 1 December 2016
reinforcing the French system of Anti-Money Laundering
and Combating the Financing of Terrorism Decree No 2018-
284 of 18 April 2018 reinforcing the French system of Anti-
Money Laundering and Combating the Financing of
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Terrorism and Order No 2020-115 of 12 February 2020 and
Decrees No 2020-118 and 2020-119 of 12 February 2020
transposing the 5th AML-CFT directive
AML-CFT procedure Procedure established by WPO and implemented by WPO
and its service providers as part of the AML-CFT due
diligence provided for in the Information Document
Amount Effectively Collected Means the sum expressed in euros of the amounts
collected in legal tender currency and the amounts
collected in Digital Assets during the subscription period for
the Public Token Offering as defined in the Section Amount
Effectively Collected
ANC Means the Autoriteacute des Normes Comptables the main
accounting standardization body in France since 1 January
2010
ANSSI Means the Autoriteacute Nationale de la Seacutecuriteacute des Systegravemes
Information which is a French Department with national
competence in charge of IT security
Artificial Intelligence Refers to all the theories and techniques used to create
machines capable of simulating intelligence It comprises
methods of solving problems with high logical or
algorithmic complexity
Big Data Means sets of data that become so large that they exceed
the intuition and human analytical capabilities and even
those of traditional database management or information
tools
Bitcoin Means a Cryptocurrency whose code is BTC
Blockchain See Distributed Ledger Technology (DLT)
Brexit Refers to the proposed exit of the United Kingdom from the
European Union initiated following the UK referendum of
23 June 2016
Certificate Markets Means the various regulated markets of energy certificates
(eg Guarantees of Origin energy savings certificates
erasure certificates capacity certificates etc) or private
initiative labels which can be traded on a continental
national or regional basis
CMF Means the French Monetary and Financial Code
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Contract Means an agreement for the subscription or purchase of
GreenTokens from WPO
Cryptocurrency Means Digital Assets falling within the scope of the
qualification of digital representation of a value that is not
issued or guaranteed by a central bank or a public authority
which is not necessarily attached to a currency having legal
force and which does not have the legal status of a currency
but which is accepted by natural or legal persons as a
means of exchange and which may be transferred stored
or exchanged electronically within the meaning of article
L54-10-1 2deg of the CMF
DAG Refers to Blockchain technologies using oriented acyclic
platforms where the need is high-speed or connected
DASP Means a Digital Assets Service Provider whose status and
activity are regulated by the PACTE Law and Decree No
2019-1213 of 21 November 2019
Data Lake Means a method of storing data used by Big Data This data
is kept in their original formats or undergo very little
processing
DepositoriesCustodians Refers to FINANCIERE DUZES andor COINHOUSE in their
capacity to receive the funds andor Cryptocurrencies
subscribed to the Public Token Offering on escrow
accounts
Digital Assets Means the intangible assets in digital form referred to in
article L54-10-1 1deg and 2deg of the CMF
Distributed Ledger Technology
(DLT)
IT system enabling the creation registration and transfer of
Digital Assets within the meaning of article L54-10-1 of the
CMF also referred to as Blockchain or Distributed Ledger
or DLT and whose acronym in French is DEEP (Dispositif
Electronique ageacute)
DLF Department of Tax Law of the French Ministry of Economy
and Finance (MINEFI)
EBITDA Means earnings before interest tax depreciation and
amortization
Ecological Transition Means changing towards a new economic and social
model a sustainable development model and changing
ways of consuming working and producing to address the
following environmental issues climate change
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accelerated loss of biodiversity increased environmental
health risks and scarcity of resources
End to End A solut
offers all the software and hardware components required
to meet the needs of a customer
Energy Transition Means a profound structural change in how energy is
produced and consumed It is one of the components of the
Ecological Transition It results from technical
developments prices and the availability of energy
resources but also from a political will of governments and
populations businesses etc that want to reduce the
negative impacts of this sector on the environment Various
government institutions and NGOs have offered different
definitions and energy transition scenarios The scenarios
envisaged often consist of moving from the current energy
system based on the use of non-renewable resources to an
energy mix based primarily on renewable resources This
involves alternatives to fossil fuels limited and non-
renewable resources (human time scales) In Western
Europe the majority of scenarios also plan to gradually
reduce the use of fissile fuels (radioactive materials such as
uranium and plutonium) and replace them with renewable
energy sources for almost all human activities (transport
industry lighting heating etc)
ERC20
Ethereum network
Ether Means a Cryptocurrency whose code is ETH
Ethereum Means a Distributed Ledger Technology (DLT) support
network of Ether
Euro Means the currency of the economic and monetary union
whose code (ISO 4217) is EUR
Exchange Rate Means the conversion rates to the Euro applicable to
currencies or Digital Assets collected on the Public Token
Offering as defined in the Section Exchange Rate
Exchange Value Means the price of the GreenToken exchanged between
participants on a Digital Asset exchange platform It will be
determined at the level where supply meets demand The
Exchange Value is the average of transaction prices over a
period or number of representative transactions at a given
time
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Executive Committee (ExCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the functional
directors of WPO
FIFO Means First in - First out
Gas Means for each transaction executed on a Distributed
Ledger Technology (DLT) its cost which is expressed in a
number of Gas units Each transaction that a Smart
Contract contains has a defined Gas value
GDPR Means European Regulation No 2016679 known as the
General Data Protection Regulation which constitutes the
reference text for the protection of personal data It
strengthens and unifies data protection for individuals
within the European Union Its provisions are directly
applicable throughout the 28 Member States of the
European Union as from 25 May 2018 The main objectives
of the GDPR are to increase both the protection of
concerned data subjects by processing their
personal data and the accountability of data controllers
General Terms and Conditions of
Use (or GCU)
Refers to the conditions of use of GreenTokens The General
Terms and Conditions of Use constitutes a Contract
Gigabyte Measuring unit (unit symbol GB) equivalent to 1024
megabytes (MB) or 230 bytes (1073741824 bytes) of
memory space of a computer or optical or magnetic disk
Gigawatt Gigawatt (symbol GW) is a power unit that designates one
thousand Megawatts
Gigawatt hour Gigawatt hour (symbol GWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a Gigawatt ie a thousand megawatt hours
GoCert Means the private production certificate issued by WPO for
one megawatt hour produced from renewable energy
sources
GoCert Consortium Means the consortium Distributed Ledger Technology
(DLT) a private partially decentralized and shared
-
to jointly manage the business processes of GoCert
certificates where each partner has a network node in its
infrastructure and a sufficient number of nodes must
validate the transactions so that a block is added to the
chain In the case of the WPO Project the GoCert
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Consortium participants will be in the number of thirty
composed of the Certificate Markets participants (eg
national registry managers) andor any other entity co-
opted by the participant community acting in the capacity
of the GoCert Consortium authority in other words its
directors at the same time as WPO Participants will be paid
in GreenTokens
GreenToken Means the Utility Token issued by WPO whose code is GTK
GreenToken Network Means the network of partners of the professional
ecosystem of Renewable Energy who will also accept the
GreenToken as a means of accessing and exchanging their
own goods and services
Guarantees of Origin Means a monitoring tool defined in Article 15 of the
European Directive 200928EC of April 2009 (RED I) A
Guarantee of Origin identifies electricity produced from
renewable sources to inform end users of the source of their
energy In particular a Guarantee of Origin is a green
electronic or follow-up document that guarantees that a
megawatt hour of electricity has been produced from
renewable energy sources Guarantees of Origin are traded
Guarantees of Origin are standardized by the European
EECS
of Intergovernmental Bodies (AIB)
Hard-cap Means the maximum amount to be collected during the
million
High-Risk Jurisdiction List of third countries identified by the European
Commission under the 5th AML-CFT Directive which WPO
will not accept (1) Afghanistan (2) American Samoa (3)
Bahamas (4) Botswana (5) North Korea (6) Ethiopia (7)
Ghana (8) Guam (9) Iran (10) Iraq (10) Libya (12) Nigeria (13)
Pakistan (14) Panama (15) Puerto Rico (16) Samoa (17) Saudi
Arabia (18) Sri Lanka (19) Syria (20) Trinidad amp Tobago (21)
Tunisia (22) US Virgin Islands (23) Yemen
HSEQ Means the areas of expertise activities or professional
regulations controlling aspects of professional risks within
the company in order to lead to an integrated management
system relating to Hygiene Safety Environment and
Quality As such the HSEQ officer is responsible for ensuring
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the safety of staff training in prevention compliance and
reliability of facilities in the company
Identified Person Means WPO SAS its affiliates their officers employees
agents subcontractors data controllers service providers
and respective advisers
Information Document Means this document entitled Blockchain Technology
Servicing the Energy Transition and Renewable Energy
drafted and published by WPO prepared in accordance
with article 712-2 of the AMF General Regulation and AMF
Instruction DOC-2019-06 presenting the WPO GreenToken
Project and associated risk factors
Information Systems Means the various information systems of WPO hardware
and software necessary for End-to-End traceability of the
Production Data from the sites where the wind and solar
farms are installed and for their monetisation using
Distributed Ledger Technologies
Investment Advisory Committee Created in 2019 the WPO Advisory Investment Advisory
Committee also called the GreenToken Advisory Board is
responsible for steering the governance of the GreenToken
Project
IoT (Internet of Things) Means the Internet of connected objects which is the
interconnection between the Internet and objects places
and physical environments The name refers to an
increasing number of objects connected to the Internet
allowing communication between our so-called physical
property and their digital existences
ISP Means investment services providers investment firms and
credit institutions that have been authorised to provide
advice the approval is
issued by the ACPR which maintains the list of approved
service providers
KYB (Know Your Business) Means the identification process to know the client (legal
person) before starting a business relationship included in
the AML-CFT controls For WPO this is an approach to verify
the identity of its clients and assess the potential risks of
concealment or fraud before authorizing the business
relationship
KYC (Know Your Customer) Means the identification process to know the client
(individual) before starting a business relationship included
in the AML-CFT controls For WPO this is an approach to
verify the identity of its client and assess the potential risks
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of concealment or fraud before authorizing the business
relationship
Ledger Vault Commercial solution for the custody and management of
multiple-authorised Cryptocurrency portfolios developed
by Ledger SAS
Lock-up In general refers to a lock-up period of funds In this case
means the period beginning on the Token Listing Date
during which an owner undertakes not to transfer its
GreenTokens
Machine Learning algorithms Machine learning (or statistical learning) is a field of study of
Artificial Intelligence which is based on mathematical and
statistical approaches to give computers the ability to
learn from data ie to improve their performance to solve
tasks without being explicitly programmed for each
Management Committee Provided for by WPO articles of association established in
2008 the Management Committee contributes to the
composed of the
Executive Committee and the Operating Committee
Market Share Means the ratio between the capacity (in Megawatts)
supervised by WPO and the capacity installed in a country
expressed as a percentage
Megawatt hour Megawatt hour (symbol MWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by one megawatt
Minimal Viable Consortium See Minimal Viable Product
Minimum Subscription Threshold Means the minimum amount (in euros) below which it is
not possible to purchase GreenTokens in the Public Token
Offering The Minimum Subscription Threshold is set at 100
euros
Minimum Viable Product Means a rapid product or feature development strategy In
the case of the Project the Minimum Viable Product takes
it
must have all the characteristics of the finished consortium
which are not only achieved in their entirety (Feasibility
Design UX Functionality) We speak in English of Minimum
Viable
Multi-authorisation procedure Procedure established and implemented by the Depository
COINHOUSE as part of the removal of the receiver who
collected the Cryptocurrency during the Public Token
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Offering and detailed in Appendix 2 of the engagement
letter between COINHOUSE and WPO The number of
authorised persons is three an authorised representative of
the WPO Directorate an authorised representative of
COINHOUSE and a third party representative outside WPO
such as the Chairman of the Investment Advisory
Committee
Nominal Value Means the price of the GreenToken sold by WPO to its
traditional clients as part of the Services-For-Data Before
the Token Listing the Nominal Value is equal to one (1) euro
After the Token Listing the Nominal Value is the maximum
between one (1) euro and the Exchange Value
Operational Committee (OpsCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the operational
managers of WPO
Oracle Means a physical component a measuring device that is
part of a computer network transporting information from
the physical world to a Smart Contract It creates the link
between the physical world and a Blockchain that Smart
Contracts browse and allows these contracts not to be
limited to information internal to the Blockchain
Penetration test Means a method of testing the security of an information
system or an IT network generally consisting of analysing
the infrastructure of a computer network in order to
simulate the attack of an ill-intentioned user or even of a
malware
PEP (Political Exposed Persons) Means a person exercising (or having exercised) a high
public service or who is intimately associated with such a
person Because of this function and the influence they may
have there is a high risk that PEPs may be involved in
corruption
POC (Proof of Concept)) Means proof of concept (or proof of feasibility) ie a
concrete and preliminary short or incomplete
experimental achievement illustrating a certain method or
idea in order to demonstrate its feasibility
Power Purchase Agreement Means a contract between an energy producer and an
energy buyer See also Corporate Power Purchase
Agreement (PPA)
Private Token Sale Sale of GreenTokens by WPO to private individuals or
companies who buy them outside the framework of the
Public Token Offering
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Production data Means all raw data relating to the measurement of energy
production by the facility supervised by WPO including
SCADA data and all production data provided by
maintenance companies and all production data provided
by distribution and transmission system operators
Production event Means a measurable event in the form of any data
metadata andor contextual data or time series andor
aggregate thereof occurring during the production of
energy from renewable sources eg a megawatt hour
Project (or GreenToken Project) Means the WPO project consisting of issuing GreenTokens
and GoCert certificates private production certificates to
contribute to creating the conditions of trust in renewable
energies and the Energy Transition and as set out in the
Information Document
PSP Means a Payment Service Provider whose status and
activity are regulated
Public Token Offering Means WPOs financing transaction for the issuance and
sale to the public of GreenTokens as described in the
also
Quantity Means the total fixed and definitive amount of
GreenTokens to be issued by WPO at the end of the Public
Token Offering ie 15 million units
RCS Means the Trade and Companies Register the service kept
by the registry of the Commercial Court which lists all
companies registered in France It compiles data on legal
entities (identification number share capital form and
company name creation date) and on natural persons who
carry on a commercial activity
RE100 Private initiative launched at the United Nations Secretary-
participation of 13 major companies today brings together
more than 200 companies around the world Representing
a total annual electricity consumption of around 220
terawatt hours they committed to supplying 100
renewable electricity by 2050
REGAFI Means the register of financial agents kept by the ACPR-
Bank of France available at wwwregafifr
Registration Means the public registration procedure on the Public
Token Offering on the WPO online subscription platform
and carried out by EQUISAFE in advance of any subscription
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to the GreenTokens This procedure implies in particular
the creation of the User Account
REMIT Means European Regulation No 12272011 on the integrity
and transparency of wholesale energy markets
Repowering Replacement of equipment with new production
equipment of different characteristics
Reserve Means the allocation of GreenTokens held by WPO upon
issuance and intended to satisfy the mandatory demand for
Services-for-Data GreenTokens
Retrofitting Optimization of production equipment by adjustments or
the addition of improved components
Revamping Replacement of part of the components of the production
equipment or replacement of such equipment with the
same
SaaS (Software As a Service) Means a business operating model of software in which the
software is installed on remote servers rather than on the
users machine Clients do not pay a user licence for a
version but freely use the online service or more generally
pay a subscription licence
SCADA Means the system of control and retrieval of data (or
teleprocessing ) installed at wind and solar sites
Services-For-Data Major commercial and contractual innovation
implemented in the summer of 2018 WPO has the right to
traditional services In order to balance the model the
obliged
certified goods and services
Smart Claim Means WPOs commercial and contractual innovation
providing reliable contractual solutions for insurance claims
through Distributed Ledger Technology (DLT) The name
results from the synthesis between Smart Contract and
Claim
Smart Contract Means an IT protocol that facilitates checks and executes
the negotiation or performance of a contract or makes a
contractual clause unnecessary (as attached to the Smart
Contract) Smart Contracts generally have a user interface
and emulate the logic of contractual clauses which can
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therefore be partially or completely self-executed or
executed for validation or both
Smart PPA Means WPOs commercial and contractual innovation
providing reliable contractual solutions for the purchase
and sale of electricity between producers and buyers of
electricity production through the Smart Contracts of its
Distributed Ledger Technology (DLT) The name results
from the synthesis between Smart-Contract and Power
Purchase Agreement
Soft-cap Means the minimum amount to be collected during the
subscription peri
million
Subscription price Means the sale price of the GreenToken set for the Public
Token Offering The subscription price of the GreenToken is
fixed at 095 euros before any additional discount(s)
Target See Target Amount
Target Amount Means the amount WPO wishes to collect during the Public
Token Offering ie
Terawatt hour The terawatt hour (symbol TWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a terawatt ie one million megawatt hours
Tezos Means Cryptocurrency and the underlying computer
protocol (network) whose code is XTZ
Means the date of admission and first listing of the
GreenToken to a Digital Asset exchange platform
Tokenisation Means the evolution of the business model of WPO and its
professional ecosystem consisting of issuing GreenTokens
which the company will accept in exchange for its goods
and services including GoCert certificates
Transfer (n and v) Means the deed of assignment contribution donation
other by which a GreenToken or a GoCert certificate is
transferred to a third party as defined in the General Terms
and Conditions of Use
URSSAF In France organisation comprising of private bodies
responsible for a public service mission falling within the
regime
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User Account Means the personal account of a subscriber as provided for
in the General Terms and Conditions of Use
Utility Token Means any intangible asset representing in digital form
one or more rights that may be issued registered stored or
transferred by means of a Distributed Ledger Technology
(DLT) that allows the direct or indirect identification of the
asset owner referred to in article L54-10-1 1deg of the CMF
Utility Value Means the price of the GreenToken redeemed by WPO
Before the Token Listing the Utility Value is equal to the
Nominal Value After the Token Listing the Utility Value will
be the lower of one (1) euro and the Exchange Value
VAT Means the Value Added Tax applicable in France
Vesting Means the commitment to purchase GreenTokens from
WPO in respect of the Private Token Sale for a single
purchase (these are then referred to as Simple Vesting) or
in periodic purchases (these are then referred to as Multi-
annual Vesting)
White label Means a service or product designed by a company which
other companies rebrand and sell under their own brand In
the case of the GreenToken Project WPO will produce
GoCert certificates that it will provide to the operators of the
Certificate Markets who will distribute them under their
own brand and official designation without reference to the
WPO brand or the name GoCert
WPO Dashboard Means the secure and bespoke application for
teleprocessing and organisation of performance views of
large portfolios of power generation plants from renewable
sources Developed by WPO WPO Dashboard allows for the
real-time monitoring of production technical and financial
performance and changes in the health status of renewable
energy assets
WPO Directorate Means the corporate officers chairman and managing
directors of WPO
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PART 1 - INFORMATION ON THE TOKEN ISSUER
Public Token Offering 1 comprises the issuance of Digital Assets GreenTokens classified as
Utility Tokens within the meaning of article L 54-10-1 of the Monetary and Financial Code (CMF)
GreenTokens entitle the holder to GoCert certificates private certificates created registered and
transferred through a Distributed Ledger Technology (DLT)
1 About WPO
11 Who we are
Founded 12 years ago WPO is a leading independent European platform for asset management and
specialist services in wind power and solar photovoltaic energy (wwwwpoeu) We offer a full range
of technical administrative commercial and financial as well as insurance and power aggregation
expertise in electricity production from renewable sources
We oversee a capacity of more than five gigawatts and the production of ten terawatt hours per
year of electricity from renewable sources WPO is active in over 600 wind and solar energy sites
located in 12 European countries and overseas territories (the Caribbean Indian Ocean and Pacific
Ocean)
The value of the renewable assets under mandate is nearly seven billion euros and each year the
sale of electricity produced from these renewable energy sources is more than 900 million euros
12 Legal entity
The issuer of the GreenTokens is WPO a simplified company limited by shares with a capital of 31112
euros registered on the Paris Trade and Companies Register under the unique identification number
SIREN 507 735 199 and having its registered office at 22 rue de Palestro 75002 Paris
13 Contact details
Address
WPO SAS
22 rue de Palestro
75002 Paris
France
Website wwwwpoeu
Email welcomewpoeu
1 The terms marked by (or capitalised terms) are defined in PART 11 - GLOSSARY at the end of the document
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14 Shareholder structure
WPO is
bull 85 owned by PAMIR HOLDING SARL itself owned by Bartheacuteleacutemy Rouer (LinkedIn)
bull 1325 owned by DALCO HOLDING SARL itself owned by Duncan Levie (LinkedIn)
bull 175 owned by EVGAN SAS itself owned by Alexandre Bertrand (LinkedIn)
15 WPO subsidiaries
WPO wholly owns (100 ) several subsidiaries
bull Germany WPO DEUTSCHLAND GMBH
bull Ireland WPO IRELAND LTD
bull United Kingdom WPO UK SERVICES LTD
bull Sweden WPO SVERIGE AB
16 Structure of WPO Group
Figure 1 Structure of WPO Group and its owners
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17 Our history
The current history of WPO begins in 2008 but its roots go back to 1992 the date of the Rio de
Janeiro Earth Summit and the founding of Wind Prospect the renowned multinational wind energy
business
Figure 2
2020 GreenToken Public Offering approved by the AMF
2019 We service over 600 project sites in 12 European countries
We are located in 28 regional offices and service points
52 GW under service
2018 10th anniversary of WPO
Launch of the GreenToken Project
35 GW under service
2017 The company becomes WPO Group
29 GW under service
2016 Sweden office opens
19 GW under service
2015 Merger of Wind Prospect Operations Ltd and Wind Prospect SAS
We operate from 22 regional offices and service points
10 GW under service
2014 Germany office opens
Launch of the Inspection and Insurance Broking business streams
2013 Seven local service points open in French regions
2012 Wind Prospect SAS becomes an affiliate of Wind Prospect Group Ltd
Pamir Holding SARL takes control
2011 Launch of the Solar business stream
2010 Incorporation of Wind Prospect Operations Ltd - United Kingdom amp Ireland
Founding Partner Duncan Levie
2008 Incorporation of Wind Prospect SAS - France
Founding Partner Bartheacuteleacutemy Rouer
2007 Launch of operations in France (mainly Advisory Services) from Wind Prospect Ltd
2005 Ireland office opens
2000 Australia office opens
1997 Wind Prospect formally established in the UK (Bristol)
Founding Partners Euan Cameron and Colin Palmer
1992 Cons nd wind farm by Euan Cameron and Colin Palmer
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18
Figure 3 WPO
WPO Group Certified consolidated accounts
In thousands of euros (1) 2016 2017 2018 2019
Revenue 6502 6939 6847 6507
Sale of GreenTokens (2) - - - 216
EBITDA 430 313 (304) 473
Operating profit or (loss) 365 184 (467) 312
Profit or (loss) for the year 230 311 (467) 338
Equity 1389 1767 1309 1670
Average number of full-time
equivalent employees (FTE) 61 74 78 73
RevenueFTE 107 94 88 90
Notes
(1) 2019 consolidated revenue is made up of approximately 55 euros (EUR) 35
pounds sterling (GBP) and 10 Swedish krona (SKR)
(2) Sales of GreenTokens are accounted for as deferred income and not as revenue (see Section
)
19 Our distinctions
WPO has been the leading independent provider of Asset Management Services in France for the
past seven years2 and more recently in Luxembourg Finland Sweden the UK and Ireland
Our estimated average market share is 73 in these markets
WPO is listed in the Financial Times FT1000 - stest Growing Companies 2017 ranking
2 Source France Energie Eolienne - Energy annual reports 2013-2019
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110 Our orderbook
More than 85 of our revenue is recurring
Our secured order book amounts to 216 million euros ie the equivalent of more than three years of
revenue3
In 2019 orders for GreenTokens reached the invoiced and paid amount of 216000 euros For the 2020-
29 period contractual commitments to purchase GreenTokens reached 16 million euros and the
options to purchase GreenTokens reached 14 million euros (see Section Sales)
Supported by the strong growth of the renewable energy sector and our Services-For-Data business
innovation orders have increased by 27 over the past twelve months ie one gigawatt of added
capacity in Europe and overseas
Figure 4 Renewable Power Capacity serviced by WPO
111 Our brand name
An acronym for Wind Prospect Operations the three letters of our current name simply WPO
continue to proudly recall our pioneering roots Today they also refer to strong constitutive elements
of who we are and our mission We sincerely believe that the essence of our work is to help make the
world a better place by ensuring the delivery of reliable clean and sustainable energy in a word
positive
in the business of positive
112 Our experience
ble assets under management has grown to comprise
nearly two thousand wind turbines 12 million photovoltaic modules and 360 project companies Real-
time supervision of these power plants is the bedrock of our experience
At the crossroads of the renewable energy and green finance ecosystem in Europe we have advised
3
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of wind and solar power projects at all stages of maturity On site each year WPO performs 1000
technical inspections and 500 expert inspections for commissioning and end-of-warranty purposes
and carries out occasional on-site audits
The average availability of European assets managed by WPO is 39 greater than those managed
by third parties4 For our clients this performance represents a cumulative additional income of seven
million euros per year
113 Our team
We are driven by our desire to contribute to the Energy Transition together
Our 73 employees are based in Paris Manchester Dublin Stockholm and Frankfurt and in over
twenty additional service points across Europe All of whom are experienced professionals whose
skills integrity and commitment are fully recognised
Figure 5 Expertise at WPO
The WPO team is managed by a Management Committee a group of the most senior professionals
activities
If our experience and technical expertise are the pillars of our success the safety of our operations is
its keystone
In 12 years we have not experienced any major accident relating to our teams on site and the assets
under our supervision a source of pride and a mark of quality for our team and our clients
4 Automatic algorithmic calculation on all wind installations monitored in Europe by WPO defining a non-contractual average technical and energy availability on 18 Nov Lake)
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114 Where we are in Europe
Figure 6 Wind and solar sites serviced by WPO
Figure 7 WPO offices and service points
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115 Our clients
Our clients are the major players in the renewable energy sector owners investors lenders insurers
and reinsurers The activities of many of them are regulated and overseen by the European or North
American financial authorities
Some of our clients have been placing their trust in us for more than ten years Other clients trust us
to the point where they appoint us as executive officers (chairmen or directors) for their operations
In turn we trust them by accepting these responsibilities
116 Our references
Figure 8
INVESTMENT FUNDS
123 INVESTMENT MANAGERS GOODYIELDS CAPITAL
ACCESS CAPITAL PARTNERS GRAVEL CAPITAL
ACOFI GREENCOAT CAPITAL
ALLIANZ CAPITAL PARTNERS HG CAPITAL
ALLIANZ GLOBAL INVESTORS JOHN LAING
AREAM RENEWABLES KGAL INVESTMENT MANAGEMENT
AXA PRIVATE EQUITY (ARDIAN) MARGUERITE FUND
BLACKROCK RENEWABLES INVESTORS MEAG MUNICH ERGO ASSET MANAGEMENT
BLUE ENERGY NTR
BNP CLEAN ENERGY PARTNERS (GLENNMONT) OBTON
DYNAMIC CAPITAL OCTOPUS INVESTMENTS
CDC INFRA OFI-INFRAVIA
EWC GROUP CAPITAL PREMIUM
COILLTE QUAERO CAPITAL
CREDIT AGRICOLE ASSURANCES RESONANCE ASSET MANAGEMENT
CUBICO SUSTAINABLE INVESTMENTS PRIVATE INVESTMENT BANK
DIF - DUTCH INFRASTRUCTURE FUND SAMFI-INVEST
DOWNING TREIS PARTNERS (MANOR)
ENCAVIS TRUFFLE CAPITAL
EUROFIDEME 2 (MIROVA) TTR ENERGY
FORESIGHT GROUP WHEB INFRASTRUCTURE
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DEVELOPERS
ABO WIND NORDEX
AREVON ENERGY OVERALL RP
ARKOLIA ENERGIES SUN DEVELOPMENT
ENO ENERGY VELOCITA
ENERGIETEAM VENTO LUDENS
FORSA ENERGY VOLKSWIND (AXPO)
FUTUREN (EDF) WIND CLUSTER
INVENERGY WPD WPD OFFSHORE
ENERGY AND ELECTRICITY COMPANIES
BADENOVA EWZ - ELEKTRIZITcurrenTSWERK DER STADT ZUumlRICH
BKW GEgraveCTRIC
EDGE NA MONA GEG - GAZ ELECTRICITE DE GRENOBLE
CNR NATIONAL HRONE COMPANY IWB - INDUSTRIAL WERKE BASEL
EDP RENEWABLES TOTAL QUADRAN
EKZ RENEWABLES SERGIES
ENGIE GREEN ENGIE SOLAR SHELL NEW ENERGIES
EOS - ELECTRICITY OUEST SWITZERLAND STEAG - STEINKOHLEN-ELEKTRIZITAumlT AG
BANKS amp ADVISORY
BARCLAYS KFW IPEX
BNP PARIBAS MACQUARIE
BPIFRANCE MUFG - MITSUBISHI UFJ FINANCIAL GROUP
CAISSE DEPARGNE NATIXIS (BPCE ENERGIEECO)
CM-CIC NORD LB
COMMERZBANK RBS - ROYAL BANK OF SCOTLAND
AGRICULTURAL CREDIT SAAR LB
CREDIT COOPERATIF SOCIETE GENERALE
HCOB (HSH NORDBANK) TEVALI PARTNERS
LAZARD FRERES transaction R (ROTHSCHILD amp CO)
LLOYDS TRIODOS BANK
ING ULSTER BANK
INDEPENDENT PRODUCERS
AALTO POWER INNERGEX RENEWABLE ENERGY
AKUO ENERGY LEGENDRE ENERGIE (ARMORGREEN)
ATALANTE ENERGIES NEOEN
BORALEX OEKOSTROUM
EDD (ECO DELTA DEVELOPMENT) STABEDIX
SPECIAL ENERGY (ENERCOOP) TAALERI ENERGIEIA
FALCK RENEWABLES THRIVE RENEWABLES
REGIONAL PLAYERS amp MIXED ECONOMY COMPANIES
WIND ASSET SEM NIEVRE ENERGIES
BEGAWATT SICECO
CITEOLE REGISTERED OFFICE 27
EOLYS SIPENR
SEM RENEWABLE ENERGY SITE IN OUAGADOUGOU
SDESM ENERGIES WEST ENERGIES
Figure 8
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117 Our historical services
Asset Management Services As a private adviser and asset manager for world-renowned clients our team ensures the safety and
optimum performance of their assets through the expert resources we deploy 247365 adjacent to
their sites in Europe
bull Health safety and environment management
bull Technical and performance management
bull Commercial management and supplier contracts
bull Continuous monitoring and management of production facilities
bull Management of on-site activities
bull Management of stakeholders residents and public relations
bull Hosting and analysis of Production Data
bull Administrative and financial management
bull Management of credit agreements
bull Management of insurance policies and claims
bull Management of contracts for the purchase and sale of energy certificates and capacities
bull Management of REMIT obligations
bull Directorship mandate
Specialised Services We also provide a range of independent bespoke technical services at key points in the life cycle of
wind farms and solar installations Our experts advise our clients on the purchase sale financing and
refinancing of the assets on acceptance for guarantee purposes and on renewal of agreements
bull Technical due diligence
bull Tendering and procurement
bull Performance analysis
bull Post-construction wind amp solar energy capacity studies (recalibration)
bull Negotiation of contracts (equipment supply contract Operation amp Maintenance contract
aggregation contract etc)
bull Strategy to extend the life of production plants (Repowering Revamping or Retrofitting)
bull Audit inspections and technical measures (building oversight acceptance of works and
drawing up list of reservations inspection and end of warranty study video-endoscopy
inspection of blades and measurement of the angle of inclination electrical testing of
generators thermography etc)
bull Audit and Inspection of health safety and environmental controls
bull Advice on aggregation and trading of electricity
bull Insurance broking
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2 GreenToken Project Team
21 Our Executive Committee
The members of our Executive Committee are invested in the GreenToken Project Each of them
brings their experience know-how and particular expertise to ensure its success Client Relations
Technical Operations Health Safety Environment amp Quality Administration amp Finance Human
Resources Marketing amp Communication and - of course - IT amp Digitalisation
They are supported by all 73 WPO Group employees and by the network of partners institutions and
clients that are intrinsic to the ecosystem of the GreenToken Project
Bartheacuteleacutemy Rouer
CEO and cofounder
Duncan Levie
Managing Director and cofounder
Bartheacuteleacutemy Rouer graduated from INSA Lyon and is a
qualified mechanical engineer He joined the
renewable energy sector when France launched its
first renewable support mechanism in 2001
He worked as a project manager or director for several
companies such as Schlumberger Vergnet EnXco
(EDF Renewables) Shell Wind Energy (Royal Dutch
Shell) and UPC Renewables
He developed onshore and offshore wind projects in
France Spain Greece Italy the United Kingdom the
Netherlands Cuba Dominican Republic and China
before creating WPO in 2008
With 20 years of international experience in the
renewable energy sector Bartheacuteleacutemy sits on various
boards of directors for major institutional financial
investors
Duncan Levie graduated from Trinity College Dublin
with degrees in engineering and mathematics He
also holds a certified diploma in accounting amp finance
(ACCA) and qualified as a Chartered Engineer while
working for BP International where he held various
key positions in major projects for onshore and
offshore energy projects around the world
Subsequently Duncan co-founded and managed an
engineering services company in the energy
petrochemical and heavy industry sectors in Ireland
In 2010 he co-founded the UK amp Ireland asset
management business at Wind Prospect now WPO
Duncan sits on various boards of directors for large
institutional financial investors in the renewable
energy sector
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Lara Moretti
Director of Human Resources
Alexandre BERTRAND
Managing Director Digitalisation amp Data
Lara Moretti holds a
from ESSEC Business School with an expertise in
human resources She also has a degree in Public
Relations and a background in metaphysics and
psychology from the State University of New York
Lara began her career as a teacher at Education
Nationale and then worked at Vogue magazine
(Condeacute Nast Group) as a personal assistant to the
President Prior to joining WPO Lara was HR manager
at an American oil company
At WPO since 2012 she has been responsible for the
development and deployment of HR
management policy in line
strategy in a context of strong international growth
Alexandre Bertrand graduated from Eacutecole Centrale de
Marseille He joined WPO for the first time in 2010 as
Operations Manager He was then responsible for
setting up WPOs Technical Management
Department This department continues to occupy a
central position in services
Alexandre subsequently furthered his managerial
experience as Services Manager for Alstom Wind
(France Middle East and Africa) then as Leader of
Wind Services (Operations and Maintenance France
and Belgium) at GE Renewable Energy
With 17 years of experience in the renewable energy
industry Alexandre returned to WPO in 2020 where
business model focused on the collection security
and monetisation of Energy Data in connection with
the GreenToken Project
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Delphine Hubas
Health Environment and Quality Director
Youri Pasquier
Information Systems Director
Delphine Hubas graduated from Agrocampus de
Rennes and is a qualified engineer She also holds a
and Sustainable
Development
Delphine has been working in HSEQ since the
beginning of her career in various industrial groups
and consultancy firms
She has been working in the renewable energy
sector for over ten years and has developed her
career in Europe at several international companies
such as Vestas EDPR and EDF Renewables for
which she has put in place and managed the HSEQ
management systems certified according to ISO
OHSAS and MASE standards
At WPO she is responsible for developing and
putting in place the integrated HSEQ management
system and oversees the HSE operational control of
all wind and solar assets in Europe
Youri Pasquier first graduated in international
commerce from IPAG Paris and then as an engineer
(specialising in IT at ESIEE in Paris)
While working in pioneer companies such as Club-
internet and Vivendi Universal during the 2000s he
developed his IT technical expertise (security high-
availability infrastructure high-traffic digital platforms
e-commerce) He was then involved in the
development of ViaDirect a software editor and
international integrator specialised in information and
guidance in buildings Youri put in place digital amp IoT
equipment around the world on various cloud
platforms
rs by
operations management He then joined WPO in 2018
to take char
and their security
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Christophe Cuzol
Operations Director
Herveacute Gagnaire
CFO
Christophe Cuzol graduated from INSA in Lyon and
is a qualified mechanical engineer In 1999 he took
his first job in the renewable energy sector in
Germany before returning to France when the first
renewable support mechanism was launched in
2001
His first responsibilities were in the development of
wind farms and then in technical studies with more
than 200 wind measures deployed in 10 European
countries
In 2008 he set up the operating division at VSB
Energies Nouvelles This division enabled the
company to become a major player in technical
management services for renewable assets on the
French market with more than 600 MW of wind
farms and supervised photovoltaic installations
He joined WPO in 2018 to head-up the technical and
operating management services on behalf of third
parties at group level and to guarantee the same
quality of service to all its European clients
After graduating from HEC Paris Herveacute Gagnaire
began his career as a strategic and organisational
consultant in a firm founded by former consultants at
Bain amp Mc Kinsey
After ten years in the firm he then joined the
Management of System U (central retailer of Super U
stores)
After working at the textile company Jennyfer as
Director of Flow Management Herveacute then held
management control and financial management
positions in sectors such as engineering and non-
structural building works while studying for a
management accounting diploma at Cnam Intec
(Diploma obtained in 2014) Before joining WPO Herveacute
worked with SMEs as an external financial director
including the INSEAD Business School
At WPO he is responsible for corporate administration
and financial management both internally and on
behalf of third parties as well as financial consolidation
and management control of the GreenToken Project
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22 Legal advice
CMS LEFEBVRE AVOCATS SELAFA (SIREN 722 047 164 RCS Nanterre) 2 rue Ancelle 92522 Neuilly-
sur-Seine France
The CMS network (wwwcmslaw) of which CMS Lefebvre Avocats is a member has nearly five
thousand lawyers in 43 countries and 75 offices
Missions Legal and tax validation of the business plan drawing up of commercial contracts legal and
regulatory assistance for the structuring of the GreenToken and GoCert certificate and assistance in
drafting the Information Document
23 GreenToken technology
EQUISAFE SAS (SIREN 845 383 645 RCS Paris) 18 rue des Capucines 75002 Paris France
EQUISAFE (wwwequisafeio) is a technological infrastructure provider for the issuance distribution
and management of the life cycle of Digital Assets and financial securities EQUISAFE has the status
of Payment Service Provider Agent approved by the ACPR-Banque de France under number
REGAFI 85392
Missions Design and issue the GreenToken through the EQUISAFE platform
24 Escrow and Conservation of Legal Currencies
(wwwfinuzesfr) is an Investment Services Provider (ISP) approved by the
ACPR-Bank of France under number REGAFI 19112
Missions Receive hold in escrow and custody of subscriptions made in legal currency
25 Custody and holding of Digital Assets in escrow
COINHOUSE SAS (SIREN 815 254 545 RCS Paris) 35 rue du Caire 75002 Paris France
COINHOUSE (wwwcoinhousecom) is an online platform and physical foreign exchange counter to
buy sell and store Cryptocurrencies COINHOUSE CUSTODY SERVICES is the sister company
specialising in the custody of digital assets on behalf of third parties COINHOUSE has both
mandatory registrations issued by the AMF for the purchase and sale of Digital Assets against euros
and the custody of Digital Assets COINHOUSE CUSTODY SERVICES has obtained the mandatory
registration issued by the AMF for the custody of Digital Assets
Missions Receipt holding in escrow and custody of subscriptions made in Cryptocurrencies through
a multi-authorisation system At the end of the process and on instruction conversion of
subscriptions into euros
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26 Identification of subscribers
Lemon WAY SAS (SIREN 500 486 915 RCS Bobigny) 14 rue de la Beaune 93100 Montreuil France
Lemon WAY (wwwlemonwaycom) is a Payment Service Provider (PSP) approved by the ACPR-
Banque de France under number REGAFI 16568
Missions Identification of subscribers (KYC and KYB) anti-money laundering and combating the
financing of terrorism (AML-CFT) collection and ring-fencing of funds for subscriptions contracted
by EQUISAFE and that are in foreign currencies which are legal tender
27 GreenToken Listing
CRYPTOEXCHANGE SAS (SIREN 828 416 123 RCS Paris) 7 rue Poirier de Narcay 75014 Paris France
SAVITAR (wwwsavitario) is the platform for trading and exchanging Digital Assets carried out by
CRYPTOEXCHANGE
Missions Pricing the GreenToken on the day after the issue date and fair management of market
activity and conditions of exchange for users
28 Bank
CREacuteDIT COOPEacuteRATIF SCA (SIREN 349 974 931 RCS Nanterre) 12 boulevard Pesaro 92024 Nanterre
Cedex France
Credit COOPERATIF (wwwcredit-cooperatifcoop) is a French credit institution authorised by the
ACPR
Missions Depository of funds in euros collected by WPO after the release of the escrow accounts and
the provision of traditional banking services
3 Interests including conflicts of interest that may
affect the Public Token Offering
WPO is not aware of any internal or external situation constituting a conflict of interest that could
significantly affect the Public Token Offering or harm the public or the smooth running of the
GreenToken Project
In particular no free distribution of GreenTokens will be made before or during the Public Token
Offering with the exception of a distribution of tokens to WPO employees as described below
31 Free distribution of GreenTokens to WPO employees
As agreed with its Social and Economic Committee WPO plans to distribute 30 GreenTokens to each
WPO Group employee free of charge for each month of service (intern apprentice employee or
corporate officer) present on the closing date of the subscription period of the Public Token Offering
subject to reaching the minimum amount (Soft-cap)
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This initiative represents a maximum distribution of around 100000 GreenTokens
The free distribution of GreenTokens is limited to 07 of the Quantity
This allotment based on length of service promotes social geographical and corporate cohesion
within the company It -term commitment regardless of their hierarchical
position or salary level
The distribution is planned to take place on the same date as that of the allocation of GreenTokens
to subscribers (See Section Time frame of the Public Token Offering) If applicable the non-allocated
GreenTokens will be placed in the Reserve
WPO employees may choose to acquire more GreenTokens in connection with the Public Token
Offering under the terms and conditions of subscription set out in this Information Document
without any particular advantage These subscriptions will not represent a significant portion of the
Public Token Offering
32 List of exposed beneficiaries
To date there are five identified beneficiaries of the Free distribution of GreenTokens to WPO
employees who are involved in the Governance of WPO and the GreenToken Project
They will receive a total of 13776 GreenTokens representing less than 01 of the total tokens to be
issued (See Figure 9 below) This quantity does not have a significant impact on the Public Token
Offering
Figure 9 List of exposed beneficiaries and details of their allocation of GreenTokens
First name Last name Function(s) and any conflict(s) of interest
Seniority Number of free
tokens of the Quantity
Bartheacuteleacutemy Rouer Chairman and co-founder majority shareholder of WPO
2008 4562 003
Duncan Levie Managing Director and co-founder minority shareholder of WPO
2010 3406 002
Lara Moretti Director of Human Resources
2012 3067 002
Alban Jehu Optimisation and Innovation Manager Member of the Investment Advisory Committee
2014 2218 001
Alexandre Bertrand Managing Director minority shareholder of WPO
Member of the WPO Investment Advisory Committee
2020 523 Not
significant
Total 13776 009
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4 Governance of WPO
41 Governing bodies
Executive Officers WPO is a French simplified company limited by shares The executive officers assigned are those of
CEO and Managing Director and form the executive management of the company (the WPO
Directorate) These executive offices are governed by the articles of association of the company and
bull Since the creation of WPO in 2008 its CEO has been Bartheacuteleacutemy Rouer
bull Since the merger with the Irish and UK platform in 2015 its Managing Director has been
Duncan Levie
bull Since 2020 its Chief Digitalisation Officer responsible on putting in place the GreenToken
Project has been Alexandre Bertrand
Strategic Committee Th
implementation A number of decisions and acts of the WPO Directorate must be previously
authorised by a resolution of the Strategic Committee and cannot be implemented in the event of
an unfavourable decision of the Strategic Committee
Its ex officio members are the shareholders WPO executive officers
Management Committee The purpose of the Management Committee is to oversee and steer the functional and operational
governance of WPO It is structured into two sub-committees
Executive Committee (ExCom)
The ExCom is composed of the WPO Directorate and the functional directors of the company (eight
members) It provides advice and makes collegial decisions on all WPO functional and operational
topics including strategic directions the budget and proposals from the different departments The
ExCom also manages the GreenToken Project as has been seen above
Operating Committee (OpsCom)
The OpsCom
It expresses the needs and proposes the budgets and solutions that it believes are necessary for the
smooth operation of WPO operations and implements decisions with field teams and support staff
Social and Economic Committee Provided for by law put in place in 2012 the WPO Directorate and elected staff representatives meet
each month In particular they conduct an annual company climate survey open to all employees of
the WPO group in order to assess the overall level of satisfaction of employees and to work together
in implementing improvement actions
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Investment Advisory Committee Set up in 2019 the Investment Advisory Committee advises management on the good
governance of the GreenToken Project and Production Data
For more details see Section GreenToken Project Decision-Making and Governance Mechanisms
42 Principles
The principles of governance th -control
and collegiality These principles apply to the six companies in the WPO group and to the transactions
relating to the 360 companies that have placed their trust in us
The powers and cap Delegated which is updated
annually and at each staff movement
The collegial decision-making operates through the Strategic Committee the Management
Committee the Social and Economic Committee and the Investment Advisory Committee or their
working groups
The directors and departmental heads comprise of two-person teams in the event that one of them
resilience allow for cross-approvals and minimise silo or solitude effects associated with the
responsibilities of management
43 Results
As proof of our rigorous and agile management we have observed since the creation of WPO in 2008
bull The certification without qualification of our parent company (and consolidated) accounts by
the Statutory Auditor including the 2019 accounts
bull The absence of disputes with any employee or former employees
bull The absence of commercial disputes with any client or former clients
bull The absence of any refusal of insurance
bull No insolvency
bull Completion of a company audit (URSSAF) without any penalty
bull Completion of a VAT tax audit without any penalty
5 Statutory Auditor
A Statutory Auditor has been appointed and has audited the WPO parent company financial
statements in accordance with the laws and regulations since the company was founded in 2008 It
has also audited the WPO Group consolidated accounts since the internationalisation of our activities
in 2016
The Principal Statutory Auditor is CECAM (SIREN 311 306 591 00034 RCS Paris) in the person of its
Associate Managing Director Paul Foubert (LinkedIn)
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The mission of the Statutory Auditor has been extended5 to include this Public Token Offering
In this context it will
bull produce an audit report specific to the subscription of the Private Token Sale attesting to
the amounts effectively subscribed on the opening date of the public offering
bull produce an audit report specific to the subscription of the Public Token Offering attesting to
the Amount Effectively Collected and if it reaches the Minimum Amount (Soft-cap) and the
Maximum Amount (Hard-cap) on the closing date of the public offering
bull carry out the due diligence required to release the escrow accounts and to transfer the funds
to the bank account of WPO or where applicable to buy the tokens back from the
subscribers
bull produce an annual audit report specific to the management of GreenTokens including
events related to the issuance prices and stock of GreenTokens at each year end on 31
December
These reports are sent to the WPO Directorate and the Investment Advisory Committee They are
published on the WPO website (wwwwpoeu)
5 According to engagement letter reference CLHBPF dated 5 December 2019
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PART 2 - THE GREENTOKEN PROJECT
1 Our Project
The GreenToken Project aims to create the conditions of trust required to accelerate the Energy
Transition through the transforming power of the decentralised web
WPO wishes to create a new energy business model based on the reliability of renewable energy
production and the involvement of all stakeholders (business and citizens)
WPOs real-time supervision of wind and solar assets enables it to collect a vast amount of data on a
daily basis either electrical mechanical meteorological etc The intelligent use of this data improves
the profitability of wind farms and solar installations by reducing production costs (eg anticipation
of maintenance problems automation of management actions etc) and maximising energy
efficiency
The use of data will also enable WPO to produce and market private real-time renewable energy
production certificates called GoCert certificates registered and transferred through a Distributed
Ledger Technology (DLT) Through these certificates and for each planned use of this technology
new solutions will be provided that will optimise existing processes beyond traditional applications
for the operation of wind farms and solar installations
The GreenToken Project is a new business model based on the issuance of GreenTokens These
tokens will be the only instruments for obtaining GoCert certificates It will also be possible to pay
using these tokens andor legal tender currencies for the other goods and services offered by WPO
and the GreenToken Network a network of professional partners operating and optimising the
production of renewable energy
By holding a GreenToken an individual or company owns a tool for optimising and certifying the
production of green energy It is also an alternative source of pre-financing and an innovative means
of payment to reward individuals and companies engaged in environmental matters The use of
GreenTokens in the renewable energy ecosystem will eventually create a true network of
professionals organised around this tool thus increasing traceability
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access production data and the ability to sell GoCert certificates and GreenTokens have been
validated A Private Token Sale has been under way since April 2019
This Public Token Offering approved by the AMF will create the primary market for GreenTokens It
is planned for between 8 September and 12 November 2020
The admission of the GreenTokens to trading on one or more Digital Asset exchange platforms
scheduled immediately after the issuance of the tokens will create the secondary market
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2 Current business model (2008-19) consultancy
intermittent and short-term by nature bring clients to
subscribe to our Asset Management Services which are recurring and long-term
These Asset Management Services provide the operational knowledge necessary for the relevance of
the Specialised Service
Figure 10 expertise
After the Public Token Offering WPO will continue to offer its historical services with the same level
of quality according to our new business model as this quality is why our clients give us access to
their data
3 New business model monetisation of Production
Data
Faced with the drive to accelerate the Energy Transition WPO has chosen to innovate
As an innovation WPO services may be exchanged for the right to access and use the Production
Data owned by our clients through our Services-For-Data innovation
This grows our Data Lake a source of Our new certified goods and services based on the knowledge
of WPO and presented below They are embodied in the form of private GoCert production
certificates accessible through our Utility Tokens the GreenTokens
Thus WPO will proceed with acquiring vast amounts of energy production data from renewable
sources in exchange for its services and then monetisating them through the Blockchain and
Artificial Intelligence
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Figure 11 Monetisation of Production Data
31 Our Services-For-Data
Through a major commercial and contractual innovation in place since summer 2018 WPO has
acquired the right to monetise its Production Data in exchange for its historical and future
services and its new certified goods and services this is called Services-For-Data
In practice WPO sells services to its client which it invoices In return the client sells to WPO the right
to use their Production Data which it invoices Thus one invoice offsets the other
To balance the model the client is obliged to purchase GreenTokens from WPO When the contract
is recurring the purchase of GreenTokens is also recurring
The client may also purchase GreenTokens from other holders or from the Digital Asset exchange
platform(s) on which the GreenTokens will be admitted for trading
As a result Services-For-Data is a powerful growth lever that feeds our Data Lake substantially
Figure 12 Services-For-Data contractual features (Click on the frame or here)
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32 Our Data Lake
Positioned on an extensive and economic Redshift Cluster (multi-nodal cloud-based Amazon Web
Service data warehouse) our Data Lake contains more than 645 Gigabytes of production data
Already remarkable in size and quality it is now growing exponentially (+30 per annum)
Our digital remote management platform is compatible with most of the markets SCADA systems
It extracts and standardises the Real-time Production Data For example the task planner
automatically launches approximately 250000 daily tasks mainly imports to or operations on our
data warehouse
Developed for the operational needs of WPO it is now sold in exchange for euros or GreenTokens
under a SaaS licence under the name WPO Dashboard to world-renowned clients6 owners of wind
farms and solar installations in 12 European and overseas countries
Figure 13 Screenshot of WPO Dashboard
Its main role today is to unify the various data sources so that the production data is in a
homogeneous structure for storage and visualisation purposes
On this solid and industrialised base our first algorithms have already been validated and are used
daily by our engineers
Today developed on the basis of algorithms by our engineers already allow us to
simulate the behaviour of power plants under given conditions WPO has thus been able to detect
the issues requiring immediate corrective action or recommend operational improvements and
predictive maintenance actions valued at around 7 million euros of additional production
6 For example Allianz Capital Partners (Allianz Group) and Total Quadran (Total Group)
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For the future we are considering deploying high value-added Artificial Intelligence systems in a Big
Data environment in partnership with our clients and other members of the GreenToken Network
33 Our GoCert
Hitherto we have been known as the European manager of positive energy We now wish to become
trusted third-party high-tech certifier
Using Distributed Ledger Technology (DLT) WPO creates private secure and reliable production
certificates called GoCerts
Each GoCert cert
certified goods and services
A separate GoCert certificate type will be created for each line of certified goods and services
marketed by WPO These lines are described in the Section Our new certified goods and services
below
Each GoCert certificate is issued in real time from production sites and is linked by a computer key to
all the production data stored in our Data Lake (eg meteorological geographical pricing etc)
Figure 14
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In the field WPO will equip the facilities it supervises with very-low-consumption (or even standalone)
IoT type Oracles acting as secure data capture tools and as trusted entry points for our Distributed
Ledger Technology (DLT)
The GoCert Consortium will certify the uniformity authenticity and history of ownership of GoCert
certificates
Ownership of a GoCert certificate may be obtained on the GoCert Consortium in exchange for
GreenTokens by using Smart Contracts Once the GoCert certificate is cancelled (voluntarily or
failing that on the expiry date ie 36 months after the issuance of the certificate) it will allow its last
owner to benefit from a positive unique and reliable contribution to the development of energy
production from renewable sources (see the Section Value analysis)
GoCert certificates will feed the various lines of monetisation of the Production Data developed by
WPO through its new certified goods and services
The value in euros of GoCert certificates will be set by WPO for each line of monetisation of the
Production Data
The value of all GoCert certificates assigned to the client will be equal to the services provided by
WPO for this client
Under no circumstances will the transfer of ownership of a GoCert certificate result in the transfer of
ownership of the Production Data that the certificate represents
Finally the only instrument by which GoCert certificates may be obtained will be our Utility Token -
the GreenToken - which is the compensation unit for the work of calculation and operation (also
called Gas) of the GoCert Consortiums Smart Contracts
34 Our GreenToken
We have created our own Utility Token called GreenToken which is the instrument needed to
acquire GoCert certificates through the GoCert Consortium
GreenTokens are issued by WPO on a public network accessible by everyone around the
world and at any time The transactions stored therein are encrypted non-modifiable
non-deletable accessible in read mode by everyone without a central governance body
and fully decentralised
GoCert certificates will be issued by WPO on a semi-permissioned Distributed Ledger
Technology (DLT) the GoCert Consortium where each of the thirty participants will have
a node of the network in its infrastructure and where a sufficient number of participants
will need to validate transactions to add a block to the chain
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The GreenToken and the functions rights and obligations attached to it are described in PART 3 -
RIGHTS AND OBLIGATIONS ATTACHED
35 Our new certified goods and services
Anyone will be able to exchange GreenTokens for WPOs new goods and services Even if the price of
these new WPO goods and services is still expressed at market value in foreign currencies their
corresponding value in GreenTokens their Utility Value will be accepted by WPO
WPO will offer industry players not only more efficient secure and transparent applications but also
a new business model and where applicable a new revenue Partnerships will therefore be facilitated
and encouraged Through multilateral and decentralised exchanges everyone will be able to better
manage their contributions and make use of their contributions to accelerate the Energy Transition
There are already and will be a network of partners in our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchanging their own goods and
services
The Project is intended to operate in all countries where WPO is active regardless of the outcome
and where applicable the terms of Brexit
Specifically WPO has developed its Information Systems to promote the use of GreenTokens in the
energy sector according to the four lines of monetisation of the Production Data via GoCert
certificates presented below
GoCert1 - enhanced technical expertise
Case of WPO
service offering (see Section Our historical services ) The client base business flow and European
footprint will be gradually converted to the new business model
In practice anyone - historical or new client data holder or not - will be able to exchange their
GreenTokens for analyses audits advice expertise inspections licences tests and measurements
etc carried out by WPO These services are a source of Production Data which will feed our Data Lake
in return
certified goods and services
like the receipt issued on payment by credit card for example The value of all GoCert certificates
assigned to the client will be equal to the services provided by WPO for this client
WPO will also produce indicators of general interest for the general public to contribute
to the sharing of knowledge and the dissemination of technical and economic markers
for renewable energy These will be published online and will allow for example the
benchmarking of its performance with existing plants or resource or
production index to ensure reliability of its own indicators and to monitor the progress
of the Energy Transition in its region or in the world
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l size and is growing at an exponential rate This data is valued
by the continued development of algorithms including Machine Learning Algorithms so that WPO
services continue to improve in quality and efficiency and thus strengthen its position as an
undisputed leader in its historical business
The implementation of this enhanced technical expertise depends solely on our know-how and the
quantity of available Production Data which is quickly growing
Case extended to the GreenToken Network
ill also be able to accept the GreenToken as a
means of exchanging their own goods and services (see Section GreenToken Network) and will allow
the issuance of the corresponding GoCert certificates
GoCert certificates proof of purchase of goods and services from the GreenToken Network could
ultimately become proof of a contribution to the Energy Transition
This service will be operational at the end of the Public Token
will launch the GoCert Consortium and enable it to achieve the required maturity to serve as the
below
HOW IT WORKS
A WPO client wishes to have an assessment of a renewable power plant
bull WPO submits a quote with equivalent value in GoCert certificates and
GreenTokens
bull Client mandates WPO
bull WPO carries out the examination and invoices for its service
bull The client must have (and if necessary acquire) GreenTokens to purchase the
required number of GoCert certificates
bull The clients GreenTokens are exchanged for the required number of GoCert
certificates issued by WPO
At the end of the transaction
bull The client has received its assessment report and the GoCert certificates which he
can take advantage of
bull WPO has received the GreenTokens and if any the Production Data recorded in
its Data Lake
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GoCert2 - Short circuit electricity trading With the programmed stoppage of public subsidies for the production of energy from renewable
sources and with the spread of green electricity offers the dynamics of prices and energy supply will
become even more erratic As a result speculation on Power Purchase Agreements will intensify
In keeping with its mission to contribute to creating the conditions of trust in the Energy Transition
WPO will be able to provide reliable and decentralised contractual solutions between producers and
off-takers through the Smart Contracts of the GoCert Consortium Distributed Ledger Technology
(DLT)
GoCert certificates will represent the contractual value of traded electricity and GreenTokens will be
needed by the co-contracting parties to access the trading service
These Smart Contracts will be marketed by WPO under the name Smart PPAs or blockchain Power
Purchase Agreements They will be designed to provide End-to-End traceability and to emulate the
contractual features of the value chain of each megawatt hour
This solution capitalises on the ability of Distributed Ledger Technology (DLT) to remove the role of
intermediaries in traditional business and in this case energy In 20177 companies actively
consumed around 465 terawatt hours of electricity from renewable sources a comparable figure to
the electricity consumption of a large economy such as France and its 67 million inhabitants
WPO plans to achieve a granularity level of exchanges as fine as those of collective or individual
consumption for example
business position alongside producers and other
market players (aggregators suppliers) to test our Smart PPA pilot offer within 24 to 36 months of
7 Forward-
IRENA (Source)
Power Purchase Agreement also embodies the will of electricity consumers who
wish as the case may be to promote the construction of new facilities (additionality
concept) local facilities close to its consumers to develop an economic activity close to its
allow the
demonstration of this commitment monitoring real-time consumption and production
using Blockchain and S
CAP GEMINI 27052019 (Source)
Not all electricity suppliers are the same Many of them deceive consumers by offering
green electricity supplies that are in fact not renewable power offers [] By changing
electricity provider we can therefore become a player in the energy transition Alix
MAZOUNIE Energy Campaign Manager at Greenpeace France on 28092018 (Source)
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the Public Token Offering However the implementation of Smart PPAs will depend on the rate at
which wind farms and solar installations no longer rely on subsidies and the maturity of a market free
of public support mechanisms
GoCert3 - The provision of high-reliability certificates to Certificate Markets Because blockchain certificates are an obvious perfectly reliable and cost-effective traceability
solution the Certificate Markets will at maturity whole heartily adopt them
For the first time in the world a project to issue energy certificates in the form of WPO GoCert
certificates has been brought to the required industrial and commercial scale8
WPO will therefore enhance the value of the GoCert Consortium vis-agrave-vis the Certificate Markets by
supplying GoCert certificates as White Label certificates and thus contribute to creating the
conditions of trust in these different labelling mechanisms
GoCert certificates issued by WPO will be the reliable unbranded digital support for a given
Certificate Market which will acquire them from WPO and issue them under their official name
GreenTokens will be required for users at each stage of the certificate life cycle (issuance transfer
export etc)
Initially we are considering the Market of Certificates of Guarantees of Origin targeting the
ified by RECS International9
Figure 15 Certification of renewable energy production Source USA Environmental Protection Agency
European North American or Asian national registry managers of Guarantees of Origin (or equivalent)
will be able to acquire GoCert certificates as White Label certificates They will formally issue them in
8 Quote from Isabelle Kocher former chairwoman of the ENGIE energy group during the presentation of the GreenToken Project on 9 February 2019 at the Top 2019 organised by the French Association of Private Enterprises (AFEP)
9 Opinion report in Engits summary in French (Source)
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their name in the form of blockchained Guarantees of Origin (or equivalent) on their respective
Certificate Markets
The GoCert Consortium will create the conditions for the compatibility of international certificate
systems (such as the European EECS the North American REC or the I-REC for the rest of the world)
and the conditions for interoperability
Inclusively Certificate Market players including national registry managers will be invited to
participate in the GoCert Consortium as the network authority ie its administrators with the same
rights as WPO
If the GoCert Consortium administers the registers in an extremely reliable manner the reliability of
the input Production Data that feeds them will also be guaranteed Indeed Oracles installed by WPO
on the production sites will evaluate the data from End-to-End In addition this data is systematically
certified at source by two third parties that are independent trustworthy and long standing
1 On the one hand the electricity distribution or transmission network operator acting as the
operator of the electric meter who measures the quantities of electricity injected by the
power plant on its network and
2 On the other hand the statutory auditor of the company that owns the power plant which
independently corroborates with third-parties and validates the invoicing and payment of
these quantities by a market participant aggregator or buyer
According to the projection of the RECS International Association (Figure 16 see below) the Market
of Certificates of Guarantees of Origin will reach its maturity from 2022-23 By then the number of
Guarantees of Origin sold and cancelled will equal the number of Guarantees of Origin issued in
Europe for a volume of approximately 1100 terawatt hours ie approximately 11 billion certificates to
be issued
We want
of the Certificates Market (aggregators suppliers and above all registry managers) to test our White
Label offer within 24 to 36 months of the Public Token Offering
look very closely at the various developments in blockchain technology and consider
that this technology could support the Guarantees of Origin me Dirk VAN
EVERCOOREN President of the AIB - ASSOCIATION OF ISSUING BODIES in The
Renewable Energy Journal special edition March 2019 (Source)
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Figure 16 European Market of Certificates of Guarantees of Origin 2016-2025 in terawatt hours Source RECS International GO Monitoring 2018 Report
GoCert4 - The provision of digitalized insurance tools for renewable energy WPO has been active in claims and claims management and insurance brokerage in the renewable
energy sector since 201410 In an increasingly competitive and highly financialised sector WPO
certification tools developed as part of the GreenToken Project will also be able to help optimize some
aspects of the current insurance market
Firstly this can be done by automating the declaration phase of a cover or claim Indeed Distributed
Ledger Technologies and in particular the automatic performance of Smart Contracts allow us to
avoid the traditional declaration (form claim verification triggering compensation) for a whole series
of risks whose severity or compensation are now uneconomical for both the insured and the insurer
As a loss adjuster certifier of the production it supervises WPO is naturally able to initiate the Smart
Contracts for the automatic handling of claims in respect of certain covers and losses
10 Through its sister company ENRSUR SAS a company of the WPO group registered with the Paris Trade and Companies Register under the SIREN number 804 735 777 and the Register of Insurance Intermediaries under number ORIAS 140 065 63
69
6
718 79
1
853 920 99
3
107
1
1155 12
46
134
4
234
197 17
6 144 10
7 64 16
0
0
0
225
258 27
7 303 33
2 363 39
7 435
47
6 520
0
200
400
600
800
1000
1200
1400
1600
1800
2000
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Production not certified because of receiving subsidiesstate aids
Production available for certification with Guarantees of Origin
Production for which Guarantees of Origin are issued
Total Guarantees of Origin Cancelled
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ent in an orderly fashion
allowing for a statistical comparison of a claim (cover or loss) to a representative operational reference
for a given compensation scheme both for damage to equipment and associated production losses
GoCert certificates will represent the contractual value of the loss or the negotiated cover and
GreenTokens will be necessary for the co-contracting parties to access the automated declaration
service
These Smart Contracts will be marketed by WPO under the name Smart CLAIMS or blockchained
claims
Beyond that an insurance model based on our Smart Contracts could be that of index-based or
parametric insurance ie insurance linked to an index such as wind speed or solar irradiation The
Smart Contract between the client and WPO (or the insurer) could stipulate that a payment is made
after a number of days without enough wind or sun The contract is based on reliable external
meteorological data allowing Oracles to automatically trigger a payment without the intervention of
a loss adjuster or the need for the insured to make a claim
This model also applies to the case of warranties granted by manufacturers and maintenance
companies A Smart Contract between a client and WPO (or the manufacturer or maintenance
company member of the GreenToken Network) may stipulate that a payment be made after a
number of days of equipment failure or when a component is replaced or certified as being defective
by the control system or if the work is not completed within the guaranteed time frame
We want
manufacturers and insurance market players (insurers brokers and loss adjusters) to test our Smart
CLAIMS offering within 24 to 36 months of the Public Token Offering
4 Legal and regulatory aspects specific to WPO or the
GreenToken Project
s consulting and asset management services in the energy sector
The new WPO business model will be based on the issuance of private certificates and cryptographic
tokens Since this model is disconnected from the supply of energy to end-consumers it is
independent of the Guarantees of Origin moreover exclusively financed by private funds freely
allocated it does not constitute or affect any state aid scheme We have taken care to validate its legal
Blockchain technology is a unique point of truth on which we can build partnerships
Above all it is a means by which we can respond to our clients faster and offer the best
possible service by optimising processes and identifying low added value tasks
Crozier Head of the Global Blockchain Skill Centre at ALLIANZ TECHNOLOGY (Source)
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basis and have received nihil obstat11 from the relevant departments of the European Commission
and the authorities of our key markets
41 European Commission
DG for Energy The Directorate-General for Energy confirmed in writing that our GoCert certificates are not
Guarantees of Origin and are not incompatible with the European framework for Guarantees of
Origin
DG for Competition The Directorate-General for Competition confirmed
renewable sources could sell their data to WPO and participate in WPOs certificate and token system
without affecting their right to state aid granted under public financial support schemes
42 France
bull President of the Republic - Energy Environment and Transport Council [o]
bull President of the Republic - Councillor for Digital Transition [o]
bull Prime Ministers Office - Technical Energy Adviser [o]
bull Ministry of Economy and Finance - Treasury Directorate-General (DG Tresor)
bull Ministry of Economy and Finance - Tax Legislation Directorate (DLF) [o]
bull Ministry of Ecological and Community Transition - Office of the Minister [o]
bull Ministry of Ecological and Community Transition - Directorate-General for Energy and
Climate (DGEC)
bull Agency for the Environment and Energy Management (ADEME) [o]
bull Financial Markets Authority (AMF)
bull Banque de France [o]
bull Caisse des Deacutepocircts et Consignations [o]
bull Bpifrance [o]
43 Ireland
bull Commission for Regulation of Utilities (CRU) [o]
11 When nihil obstst has been given orally the relevant authority is followed by the symbol [o]
guarantees of origin of electricity produced from renewable sources ie for the
purpose of demonstrating the origin of electricity supplied by a supplier in
connection with a commercial offer the issue and transfer of GoCert certificates are
not likely to call into question the contracts referred to in articles L121-27 L311-12
L314-1 L314-18 and where applicable L314-26 of the French Energy Code as
provided for by paragraphs 3 and 4 of article 314-
DGEC - Letter of 1 July 2018
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bull Department of Communications Climate Action and Environment (DCCAE)
44 Sweden
bull The Swedish Energy Agency (Energimyndigheten)
45 United Kingdom
bull Office of Gas amp Electricity Markets (OFGEM)
bull Department for Business Energy amp Industrial Strategy (BEIS)
5 Deployment Strategy
51 Access to Production Data
The renewable electricity production Data Lake compiled on W or secured through
contractual commitments (or options) already represents a volume of approximately 100 terawatt
hours or the annual electricity consumption of approximately 17 million Europeans
The Production Data comes from our continuous supervision of a portfolio of more than 600 wind
and solar sites operating in 12 European countries for more than 10 terawatt hours a year
Figure 17 Hourly import of Production Data to WPO servers (click on image or here)
The first results are conclusive In 12 months the industrial capacity of one gigawatt has already been
secured under the Services-For-Data model and more than two additional gigawatts are currently
the subject of advanced discussions
Future mandates will concern new clients based on a transformation drive staggered over the 2018-
2022 period (see Figure 18 below)
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Figure 18 Deployment forecast of the Services-for-Data model and quantity of Production Data on WPO systems
To realise this potential we have developed standardised connection acquisition and storage
technologies that can quickly be deployed on a very large scale and at controlled costs
52 Create a long-term buyer category of GreenTokens
Our traditional clients are required to buy GreenTokens from WPO as long as they want to benefit
from Our Services-For-Data It works in a way similar to mutual societies or cooperatives that require
their customers to become members prior to having access to their goods or services to perpetuate
the model
As a result of this compulsory acquisition purchases of GreenTokens grow with the growth of WPO
according to the principle one GreenToken bought is worth [X] euros of services effectively provided
by WPO which services have at each moment a real market value
Between April and December 2019 90000 GreenTokens had already been purchased and paid at
Nominal Value to WPO by some of our clients institutional infrastructure fund managers and
alternative energy producers in seven countries (France Sweden Finland Ireland Italy United
Kingdom and Sweden)
85 90100
113129
165
314
750
70
700
0
10
20
30
40
50
60
70
80
90
100
2017 2018 2019 2020 2021 2022 2023 2024
Standard Services Services-For-Data WPOs Data Lake (TWh)
ess model is that its traditional clients alternative producers
and regulated investment fund managers are contractually committed to the recurring
purchase of GreenTokens at market value each year for periods of up to ten years A
category of long-term buyers is thus created Subsequently WPO plans to register a
price-floor for new contracts to support the trading price of the tokens
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In 2020 the contractual purchase and sale not yet invoiced at Nominal Value of more than 100000
GreenTokens by 8 different clients has already been secured And we are observing an acceleration
in demand (see Section Sales below)
For the period 2020-2029 recurring contractual commitments and options to purchase GreenTokens
now secured stand at 16 million euros and 14 million euros respectively
Our traditional clients will be inclined to use their GreenTokens to access Our new certified goods and
services If they need more GreenTokens they could first obtain them from the other GreenToken
holders on the Digital Asset exchange platform(s) and where applicable from WPO
Gradually our new order book will be Tokenised (see Tokenisation) while our existing order book
and business flow will allow for a smooth transition to the New business model monetisation of
Production Data
53 Create a primary market and a community of GreenToken
buyers
By offering the public the opportunity to buy our tokens through the Public Token Offering we aim
to establish a community of GreenToken users to respond to the drive to accelerate the mobilisation
and promotion of renewable energy
54 Create the conditions to ensure liquidity of GreenTokens
underpinned by the unavoidable growth of the renewable energy sector
GoCert certificate exchanges will be directly linked to the expansion of Our new certified goods and
services To obtain GoCert certificates GreenTokens must first be acquired
The trading of GreenTokens will therefore first be stimulated by the demand of clients
network of professional partners (as defined in the Section GreenToken Network) interested in
participating in GoCert certificate exchanges
Finally GreenTokens will be exchangeable on one or more Digital Asset exchange platforms Their
value will depend on the level of supply and demand (see Section GreenToken listing)
55 Organise the expiry of GreenTokens
GreenTokens which will be redeemed by WPO in exchange for GoCert certificates in connection with
Our new certified goods and services excluding Gas transaction fees and annual fees will be
cancelled (destroyed) within eight days As the GreenTokens are fixed this will result in a gradual
reduction in the number of GreenTokens available over time
Additional GreenTokens could be issued in connection with a change in technology (see Section
GreenToken technology)
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6 Value analysis
61 For GoCert certificate owners
Because they are proof of work in favour of the production of energy from renewable sources produced here and now GoCert certificates allow their owners to certify on a voluntary basis their contribution to the development of this production and the Energy Transition
GoCert certificate holders will have the tool both new standard and proof of purchase of Our new
certified goods and services to stimulate the increase in electricity production from renewable
sources They may take advantage of a voluntary approach to assessing responsible investments
Evaluation frameworks and supports to socially responsible investments which include
environmental social and governance criteria in addition to the purely financial criteria are rapidly
evolving in Europe and across the world Today WPO makes available to the greatest number an
alternative tool to achieve a voluntary contribution to the Energy Transition
The RE100 initiative and public procurement12 demonstrate a growing global institutional demand
for renewable energy sources But this mobilisation is still incomplete All stakeholders unlisted
companies start-ups cooperatives and individuals must also be able to participate
The GoCert tool aims to create the necessary conditions of trust in the energy sector through the
transforming power of the decentralised web to ensure as many stakeholders as possible can
accelerate the Energy Transition
It should be noted that the GoCert certificates issued by WPO are not Guarantees of Origin Their
purpose is not to demonstrate the source of energy provided by a supplier to an end consumer
GoCert certificates are proof of a voluntary contribution to improving the production of renewable
energy sources
12 See note 7 above
responsible medium-sized
companies such as F2A to participate in the energy transition directly and transparently
through the acquisition of GoCert certificates F2A therefore participates in the financing
of 110000 MWh produced from renewable energy sources The use of blockchain
technology secures the traceability of our certificates and irrefutably certifies the
production of renewable energy to which we participate in all confidence Jean-
Philippe Margrita Managing Director F2A
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62 For GreenToken owners
GreenTokens are Digital Assets classified as Utility Tokens within the meaning of article L54-10-1 of
the CMF GreenTokens are the only instrument for obtaining GoCert certificates and the full range of
and the GreenToken N
In the GreenToken Public Offering WPO offers GreenTokens at a Subscription Price of between 5 and 50 below their Nominal Value (see Section GreenToken Subscription Price)
Subsequently the value of GreenTokens and GoCert certificates will not be correlated However the
higher the traded price or volume of GoCert certificates the higher the Exchange Value of
GreenTokens could be by influence positively impacted13
Conversely a decrease in the traded price or volume of GoCert certificates could adversely affect the
Exchange Value
63 For producers of energy from renewable sources
All goods and services provided to our clients may be covered by WPO in return for access to
production data and the acquisition of GreenTokens (see Section Our Services-For-Data) In other
words the GreenToken Project creates a new revenue for renewable energy producers
Our innovation is a powerful growth lever that substantially underpins our Data Lake analysis
algorithms and ultimately WPO Artificial Intelligence systems or the GreenToken Network The
community of renewable energy producers thus has access to more qualitative transparent and
shared information
64 For local communities
Community actions will be undertaken by WPO as soon as the Target Amount of the Public Token
Offering is exceeded (See Figure 24) They will take the form of local community or participatory
initiatives in support of the Energy Transition They will be selected by the Investment Advisory
Committee which will communicate to the public their social and environmental performance
The Community actions thus envisaged are non-profit investments such as contributions to the
financing of renewable energy production facilities and promotional actions and contributions to
promote their acceptance and effective integration
WPO will also produce indicators of general interest to the general public and companies to
contribute to the sharing of knowledge and the dissemination of technical and economic markers of
renewable energy in local communities
In the event that the Maximum Amount (Hard-cap) is reached the allocation in favour of Solidarity
actions would amount to 750000
13 See also the Section Organise the expiry of GreenTokens
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7 GreenToken Project Decision-Making and
Governance Mechanisms
71 Investment Advisory Committee
Missions The Investment Advisory Committee is an independent body dedicated to assisting the WPO
Directorate in the governance of the GreenToken Project and communicating to stakeholders
In particular the Committee is responsible for advising the WPO Directorate and for issuing public
statements on the issuance sale stocks of GreenTokens and GoCert certificates and the use of funds
invested in respect of the commitments particularly strategic commercial technological and
solidarity commitments made in this Information Document
The Committee also ensures the implementation of data governance which deals with organisations
and procedures at WPO to oversee data collection security and use In particular it ensures
compliance of the GreenToken Project with the European Data Protection Regulation (GDPR) in
relation with the WPO Data Protection Officer
Arrangements
Composition
The Committee is composed of at least six members and up to twelve members half of which must
be external to WPO
bull A President external to WPO
bull Three members appointed by WPO
bull Up to three external members who bring their technical skills in renewable energy
Blockchain technology andor Artificial Intelligence
bull Up to six members representatives of WPO clients subscribers of the Services-For-Data offer
andor of GreenTokens
Members are appointed for a term of three years In the event of vacancy or renewal the Committee
shall co-opt the candidate(s) proposed by the Chair or failing that by at least one-third of its
members
Upon appointment members sign a declaration of absence of conflict of interest and adhesion to the
arrangements of the Investment Advisory Committee In the event of a serious or repeated breach of
its ethics the Chair may submit to a vote by the Committee the reasoned exclusion of a member In
this case the member concerned does not participate in the vote
Remuneration
Members will be entitled to receive remuneration in euros and will be paid in a legal tender currency
upon presentation of supporting documents The remuneration is decided by the WPO Directorate
and is reviewed annually It is made public in the annual audit report specific to the management of
GreenTokens prepared by the Statutory Auditor
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Decisions of the Committee Quorum
Decisions of the Committee including those taken by the Committee relating to the issuance of an
opinion or public statement shall be taken by a simple majority The President shall have a casting
vote if no majority is formed The quorum is reached when half of the members present express
themselves and half of them are external to WPO
Obligations of WPO
The WPO Directorate must consult and obtain the reasoned opinion of the Investment Advisory
Committee prior to its decision to incur any expense investment or sale of more than one hundred
thousand euros ( 100000) relating to the GreenToken Project By definition the Committees
opinions are advisory
WPO Directorate must provide the Committee with the means and resources needed to carry out its
duties
In the event that no quorum is assembled on two occasions or in case of force majeure incapacitating
the Committee the WPO Directorate will take over the Obligations and capacities of the Committee
until its capacity is restored
Obligations and capacities of the Committee
The opinions of the Investment Advisory Committee given to the WPO Directorate and the content
of their exchanges are confidential
The public statements of the Investment Advisory Committee never precede an opinion of the
Committee to the WPO Directorate and a reasonable response period from the WPO Directorate to
the Committee
At any time the Investment Advisory Committee has the capacity to produce opinions and public
statements in relation to its missions regardless of the opinions and public statements of the WPO
Directorate stakeholders of the
GreenToken Project of changes in the Project or significant elements affecting it The information
provided by the Committee is true factual and complete
At least once a year the Committee publishes on the WPO website (wwwwpoeu) an activity report
of the GreenToken Project over the past period supported by the report of the Statutory Auditor
specific to the management of tokens over this period (see Section Statutory Auditor) This activity
report informs the public of the issuance sale and stocks of GreenTokens (including self-held tokens)
and GoCert certificates and the use of invested funds
The Investment Advisory Committee has authority over the Community actions that will be
undertaken as soon as the Target Amount (Target) has been exceeded (See Figure 24) These actions
are not-for-profit investments in local community or participatory initiatives in support of the Energy
Transition
The Investment Advisory Committee has authority on deciding the Exchange Value in the event of
listing on several Digital Asset exchange platforms (see Section Exchange Value)
The Investment Advisory Committee also intervenes during the subscription period and at the end
of the Public Token Offering
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During the subscription period of the Public Token Offering the Committee oversees subscriptions
and verifies the interim calculations of the Amount Effectively Collected by WPO
At the close of the Public Token Offering
bull The Committee verifies the final calculation of the Amount Effectively Collected by WPO and
in the person of its chairman puts its sign
a public declaration
bull The Committee in the person of its chairman conducts the due diligence required for the
opening of the escrow accounts or where applicable repays funds to the subscribers
Founder members
Chairman
bull [A civil society personality independent of WPO will be appointed before the Public Token
Offering]
Members WPO Professionals
bull Alexandre Bertrand Manging Director Digitalisation and Data - Linkedin
bull Youri Pasquier Information Systems Director - Linkedin
bull Alban Jehu Technical Product Manager Optimisation amp Innovation Group - Linkedin
Members Independent Experts
bull Imtiaz Adam Founder and Director of the Machine Learning Department at Deep Learning
Strategies Ltd - Linkedin
bull Philipp Schulden COO of the Frankfurt School Blockchain Center (FSBC) - Linkedin
Members WPO clients GreenToken subscribers
bull AREAM Renewables (1 member) - Markus Voigt - Linkedin
bull GOODYIELDS CAPITAL (1 member) - Christian Auer - Linkedin
72 Subscribers to whom the offer is addressed and any restrictions
For the Public Token Offering priority is given to natural and legal persons residing in France
individuals associations professionals companies or communities etc wishing to access the goods
and services offered today and in the future by WPO and the GreenToken Network
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America
No action has been taken or will be taken by WPO to obtain any licence authorisation visa approval
or other form of authorisation prior or subsequent from any foreign authority for WPO GreenTokens
Authorisation
the dissemination of all or part of this Information Document in a country or jurisdiction where such
an Authorisation is required Accordingly GreenTokens may not be offered or transferred directly or
indirectly nor may this Information Document or any circular prospectus presentation advertising
or other offering material concerning the GreenTokens may be distributed in whole or in part from
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or to a destination or published in a country or jurisdiction where such action is prohibited or for
which such Authorisation is required for WPO the Information Document andor the GreenTokens
In this regard WPO has not taken any action to allow the GreenToken Public Offering or the
distribution of the Information Document in a jurisdiction other than France In addition no one is
permitted to disclose information or make statements regarding the issuance or sale of GreenTokens
other than that contained in the Information Document
Accordingly whether directly or indirectly GreenTokens will not be offered or sold and the
Information Document and any other document relating to the Public Token Offering may not be
distributed or published in any other jurisdiction that requires such an Authorisation for WPO andor
of the GreenTokens A description of some of these restrictions on the offer and sale of GreenTokens
and the distribution of this Information Document is provided in PART 9 - APPLICABLE LAW
RESTRICTIONS AND JURISDICTION
The subscription of GreenTokens implies in particular an undertaking is given to WPO not to transfer
GreenTokens andor the Information Document in countries requiring an Authorisation In addition
the subscription agreement implies a commitment to stipulate in any contract for the transfer of
GreenTokens to a third party for the benefit of WPO that the beneficiary of this transfer will not
transfer GreenTokens andor the Information Document in countries requiring an Authorisation for
GreenTokens andor for the dissemination of all or part of this Information Document
8 GreenToken Project Business Plan
81 Our objectives at a glance
Figure 19 5-year growth objectives
Objectives 2019 2020 2021 2022 2023 2024 TOTAL
GROW GW 5 7 9 19 72 216 216
TWh 10 13 16 36 149 435 660
SCALE-UP Team 73 77 87 88 154 209 209
CASH EUR (millions) 6 8 9 16 42 107 189
Cumulatively over five years we intend to
bull GROW oversee a portfolio of 216 gigawatts and certify 660 terawatt hours of production
through Our new certified goods and services
bull SCALE-UP employ 209 professionals among the most experienced and passionate
professionals in the sector
bull CASH generate 189 million euros in revenue and cash flow from the sale of GreenTokens to
finance all of the above transactions The funds collected during the Public Token Offering
(assuming the Target Amount is reached) are factored in for 2020 and 2021
The Public Token Offering is the real lever of launch of the GreenToken
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82 Timeline
With the onset of digitalisation WPO acquires vast amounts of Production Data from renewable
energy sources and monetises this data through Blockchain technology and Artificial Intelligence
Figure 20 Timeline
83 GreenToken Project Timeline
Initiated in the winter of 2018 the GreenToken Project was developed with the support of our clients
our supervisory authorities and our partners across Europe
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access the Production Data the ability to sell GoCert certificates and GreenTokens have been
validated
A Private Token Sale has been under way since April 2019 and the Public Token Offering is expected
between September and November 2020 The aim is to deliver the GreenTokens and complete the
Listing of the Tokens by the end of 2020 and to deliver the Minimum Viable Consortium of the GoCert
certificate and issue the first GoCert certificates in 2021
Figure 21 GreenToken Project timeline
2018 January Launch of the GreenToken Project
June Proof of Concept (POC) of GoCert certificates and GreenTokens with DAG
technology
July Administrative approval by the French Directorate-General for Energy and
Climate (DGEC)
August Administrative approval by the Swedish Energy Agency
(Energimyndigheten)
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September Vote at first reading of the PACTE law governing in particular the regime
for public token offerings in France
December Tax validation by the Tax Legislation Directorate (DLF)
2019 January
Administrative approval by the DG for Competition of the European
Commission
February Administrative approval by the DG for Energy of the European Commission
April First Private Sale of GreenTokens through simple Vesting to a French buyer
May - Promulgation of the PACTE law governing ICOs in France
- Sale of the first GoCert certificates to F2A
June Administrative approval by the Irish Department of Communications
Climate Action and Environment (DCCAE)
July 900 megawatts supervised by WPO secured under the Services-For-Data
contract model
August
- First Private Sale of GreenTokens through annualised Vesting over ten
years in France Germany Finland Italy and Sweden for wind and solar
power plants
- First gigawatt serviced by WPO and secured under the Services-For-Data
contract model
October First Private Sale of GreenTokens through simple Vesting to German
institutional buyer
November
- First Private Sale of GreenTokens through annualised Vesting over five
years in the United Kingdom for a wind power plant installation
- Audit of the WPO order book by the Statutory Auditor
December Security audit of WPO Information Systems
2020 January
fully subscribed in less than 24
hours
April Security audit of the Distributed Ledger Technology (DLT) - underpinning
GreenTokens
May - Obtention of the optional visa ICO20-189 from the AMF
- Opening of the reservation of GreenTokens
July parametering in compliance with the
provisions contained in this Information Document
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August Proof of Concept (POC) of the GoCert certificate under Tezos technology
September Opening Tuesday 8 September
October Public Token Offering (See Time frame of the Public Token Offering)
November
Closing Thursday 12 November
- Publication of the result of the Public Token Offering
- Issuance of the GreenTokens and if applicable cancellation (destruction)
of unsold GreenTokens
December
- Attribution of GreenTokens to subscribers
- GreenGreenToken listing
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
2021 March
- Delivery of the Minimal Viable GoCert Consortium
- Issuance of the first GoCert certificates
Figure 21 GreenToken Project timeline
See also Sections Time frame of the Public Token Offering and GreenTokens time frame of use
84 Milestones
Technical In 2018 and 2019 our Blockchain-pilot produced 110000 GoCert1 certificates representing 110
gigawatt hours of green electricity production from ten wind sites in France We secured the ability
to issue around 15 million GoCert1 certificates representing 1500 gigawatt hours from nearly 200
wind and solar photovoltaic sites operating in 7 European countries
Figure 22 Example GoCert certificates produced by WPO
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In 2020 we doubled this ability to issue GoCert1 certificates to reach a volume of 3000 gigawatt
hours We produce proof of concept of the GoCert certificate in PoS technology (eg Tezos)
Regulations The GreenToken Project is intended to operate in all countries where WPO already services wind and
solar power plants regardless of the outcome and where applicable the terms of Brexit (see Section
Legal and regulatory aspects specific to WPO or the GreenToken Project)
In particular the Competition Directorate of the European Commission has informed us that
Furthermore we are expanding our consultations with the administrations of each Member State of
the European Union based on the progress of our commercial deployment
Taxes We received a statement (tax rescript) from the Tax Legislation Directorate of the French Ministry of
Economy and Finance approving our proposal to process VAT on GoCert certificates and
GreenTokens for WPO and their buyers See Section Tax regime applicable to the holding of
GreenTokens in France for French subscribers)
Accounting The sales of GreenTokens recorded in 2018 and 2019 were certified by the Statutory Auditor as part of
its audits of the WPO financial statements (see Section
accounts)
Sales More than 1000 megawatts of new Services-For-Data mandates were signed in a year and a half with
for example the producers AALTO POWER BALLAMAN ENERGIE PARTAGEE and TOTAL QUADRAN
(TOTAL group)
Today Services-For-Data is deployed in seven countries (France Germany Finland Ireland Italy the
United Kingdom and Sweden) for all types of wind and solar photovoltaic installations
Our first GreenTokens were sold for example to EacuteNERGIE PARTAGEacuteE a subsidiary of the alternative
green energy supplier ENERCOOP to the local community
infrastructure funds AREAM RENEWABLES and GOODYIELDS CAPITAL and to the UK local
community producer WINDCLUSTER The total amount of commitments to purchase GreenTokens
thus contracted is 16 million over the period 2020-29 The contract model used is the standard
contract for the sale-purchase of GreenTokens through simple or multi-year Vesting
to WPO and
participate in the WPO certificate system without affecting their entitlement to receive
European Commission Directorate-General for Competition (Unit B2 - State aidEnergy
and Environment) on 25 January 2019 (Email)
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Other institutional clients of WPO have signed options to purchase or have expressed intentions to
purchase GreenTokens For example the German infrastructure fund PRIME CAPITAL and Irish fund
NTR The total amount of options for the sale-purchase of GreenTokens is 14 million over the period
2020-29
9 Fees related to the Public Token Offering
WPO has financed the GreenToken Project for two years using self-financing and short-term debt
bull In 2018 WPO self-funded the launch of the GreenToken Project for an amount of 361457 for
875 of Private Token Sale
bull In 2019 WPO self-funded the GreenToken Project for an amount of 204096 for 216271 of
Private Token Sale
bull In January 2020 WPO completed a bond issue14 of 600000 which was fully subscribed in
less than 24 hours as part of a crowdfunding facility for among other things pre-financing
the development of the GreenToken and the Minimum Viable Product of the GoCert
certificate
Part of the funds received from the Public Token Offering will cover these costs (see Section Allocation
of funds and Digital Assets collected)
14 The bond issue to accelerate WPO Innovation launched on the crowdfunding platform LENDOSPHERE (wwwlendospherecom) wwwlendospherecom under the reference P1531 in January 2020 (Source)
The sale of GreenTokens effectively invoiced and paid for in 2019 amounted to 216000
plus a total contracted purchase amount of 16 million and purchase options of
14 million over the 2020-29 period to be delivered from the Reserve
All the GoCert certificates issued in 2018 were sold to French company F2A at the
exchange rate of four GoCert certificates for one GreenToken (ie 110000 GoCert
certificates for 27500 GreenTokens)
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10 Allocation of funds and Digital Assets collected and
use of self-held tokens
101 Use of self-held tokens
- e GreenTokens attributed to WPO as part of the Project
when the tokens are issued and allocated to the Reserve together with the GreenTokens that WPO
buys back
The governance of self-held tokens and the information to the public of their use comes under the
Obligations and capacities of the Committee
Use of the GreenTokens Reserve Part of the GreenTokens issue is allocated to the Reserve The Reserve holds the initial amount of
GreenTokens defined in the Section Allocation structure plus any unsold tokens from the Private
Token Sale
This Reserve held by WPO is intended to meet the demand for GreenTokens of the Services-For-
Data long-term buyer category The price of WPO services is set at the market value in legal tender
currency and the price of the GreenToken is set at its Nominal Value
In the event of a lack or excess of liquidity of the GreenTokens WPO will act reasonably and may use
the Reserve to at its discretion and after giving notice to the Investment Advisory Committee
purchase and sell GreenTokens
When a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled As a
result the Reserve is expected to run out within 5-10 years (see Section Organise the expiry of
GreenTokens)
Redemption of GreenTokens by WPO Anyone - historic or new client data holder or not - will be able to exchange their GreenTokens for
WPOs new goods and services
It will be possible to pay in whole or in part for the goods and services in legal tender currency andor
with GreenTokens at their Utility Value
Thus on the date of invoicing by WPO and
bull before the Token Listing the Utility Value is equal to the Nominal Value ie one (1) euro
bull after the Token Listing the Utility Value will be the lower of one (1) euro and the Exchange
Value as illustrated in Figure 23 below
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Figure 23 Redemption of the GreenToken by WPO at Utility Value (non-contractual example)
Finally when a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled
(see Section Organise the expiry of GreenTokens)
102 Allocation of funds and Digital Assets collected
Highly innovative the success of the GreenToken Project requires strong commercial investment
Figure 24) and of course technological investment (see
Figure 24) for at least 24-36 months
To support the growth of its Data Lake WPO must quickly recruit new staff to work in its historical
Figure 24) while GoCert certificate sales will only begin once the
governance of the GoCer Figure 24)
Our new certified goods and services are promoted by a sustained marketing and communication
strategy (se Figure 24)
The Project Management and Legal Works undertaken and Financial Costs incurred associated with
all the transactions represent the overheads of the GreenToken Project (see the corresponding three
lines Figure 24)
Finally Community actions will be undertaken as soon as the Target Amount (Target) has been
Community a Figure 24 These Community actions are not-for-profit
investments in local community or participatory initiatives in support of the Energy Transition They
are placed under the authority of the Investment Advisory Committee
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Figure 24 Allocation of funds and Digital Assets collected according to the amount reached
AMOUNT COLLECTED
USES
SOFT-CAP
15m
TARGET
5m
HARD-CAP
10m
Business Development
To enable the deployment of Data Services and the GreenToken Network on a large scale
25 29 25
Technology
For the development and implementation (Design Build Test Deploy) of DLTs underpinning the issuance of GreenTokens and GoCert certificates
25 20 15
Recruitment
siness activities 25 20 20
Governance
To create and then frame (Plan Launch Articulate) the GoCert Consortium within the meaning of its governance - on-chain (directly executed by the code and Smart Contracts) - off-chain (executing in committees between founding players)
5 10 5
Marketing amp Communication
To promote and enhance the value of GreenTokens and GoCert certificates 5 10 10
Legal Works
5 5 4
Project Management
For the Project management including the Strategic Committee Investment -ordination of the
GreenToken Network
5 5 4
Financial Costs
Interest fees and commissions due in respect of the financing
exchange risk part of the bond issue carried out in January 2020 and the escrow and Lock-up fees associated with the public offering
5 2 2
Community actions
Non-for-profit investments purpose in local community or participatory initiatives in support of the Energy Transition representing 15 of the amount collected from the first euro beyond the Target Amount (Target) when the Tokens are offered to the public
0 0 15
If the Target Amount (Target) is reached the detailed allocation of funds and Digital Assets collected
during the Public Token Offering breaks down as shown in Figure 25 on the next page
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Figure 25 Allocation of funds and Digital Assets collected in euros (where Target Amount is reached)
Financial requirements for the development of the Project and any financing
already obtained
Figure 26 details the funding needs and corresponding resources (already obtained or to be obtained)
in the event that the Target Amount is reached
Figure 26 GreenToken Project Funding (where Target Amount is reached)
NEEDS EUR
(thousands) RESOURCES
EUR (thousands)
Business Development 1500 Self-Financing (including Private Token Sale)
566
Technology 1030 Grant public support 0
Recruitment 1030 Public Token Offering (ICO) 5000
Governance 500
Marketing amp Communication 500
Legal Works 250
Project Management 250
Financial Costs 100
Repayment short-term debt 600 Short-term debt (Lendosphere crowdfunding) 600
Contingencies (7 ) 406 Other liabilities 0
TOTAL (NEEDS) 6166 TOTAL (RESOURCES) 6166
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PART 3 - RIGHTS AND OBLIGATIONS ATTACHED TO
GREENTOKENS
1 The GreenToken
The token offered in the public offering is the GreenToken and its code is GTK
Figure 27 GreenToken logo
11 Rights and uses of the GreenToken
The holding of GreenTokens that correspond to the classification of Utility Tokens within the meaning
of article L54-10-1 1deg of the CMF entitles their holders to acquire the certified goods and services of
WPO and the GreenToken Network This right if exercised enables holders to exchange their
GreenTokens for GoCert certificates
Figure 28 Use of GreenTokens
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GreenToken Network A network of professional partners engaged in the operation and optimisation of the energy sector
and that accept GreenTokens is being established It is the GreenToken Network
To date and subject to the success of the public offering the members of the GreenToken Network are
bull AREAM RENEWABLES Infrastructure Fund owner of wind and solar power plants
bull BCS ASSURANCES insurance broker
bull DREHPUNKT software solutions editor
bull ENDIPREV independent maintenance
bull ENRSUR insurance broker
bull GOODYIELDS CAPITAL Infrastructure fund owner of wind and solar power plants
bull SYNERIA independent technical advice
bull TALVEG WIND independent maintenance
bull WIND CLUSTER independent producer
bull WPO asset management for third parties and independent technical advice
The interest for professionals in joining the GreenToken Network is to expand their client base and
volume of business with GreenToken holders through a fit-for-purpose and innovative tool and to
access using GreenTokens the resources of other members of the Network (see Section GoCert1 -
enhanced technical expertise)
Practically a member of the GreenToken Network submits a quote to its client in euros The
client places an order with it The member renders the service and bills for it Its client must
hold (and if necessary acquire) all or part of the value in GreenTokens which will be used for the partial
corresponding GoCert certificates by WPO (See Section Redemption of GreenTokens by WPO)
It will be possible to pay in whole or in part for the goods and services in a currency that is legal
tender andor with GreenTokens at their Utility Value
In exchange for the GreenTokens the member has received it will be able to access the goods and
services of the other GreenToken network members including WPO finally if necessary it will be
able to resell its GreenTokens to the secondary market (see Section GreenToken listing)
Subject to sufficient liquidity of the GreenToken the GreenToken Network is the enabler for the
expansion of the business model (or Tokenisation) launched by WPO and this also applies to its entire
professional ecosystem
Within 24 to 36 months of the Public Token Offering we expect the GreenToken Network to achieve
the maturity and diversity required to contribute significantly through the use of the GreenToken to
the acceleration of the Energy Transition
Difference between GreenTokens and GoCert Certificates GoCert certificates underpin Our new certified goods and services To acquire GoCert certificates it is
necessary to purchase GreenTokens
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Only GreenTokens are offered for public subscription under the Public Token Offering and will be
listed on a Digital Asset exchange platform
GoCert certificate Price WPO will apply a catalogue price for each type of GoCert certificate in euros and the buyer will have
the ability to pay for them with GreenTokens whose equivalent value in euros is the Utility Value
On the date of the Public Token Offering and for the year 2020 the price of a GoCert certificate is set
at 025 euros excluding tax which corresponds to the lower range of prices for comparable energy
certificates15
The price of each GoCert certificate sold or for sale in 2020 is fixed at 025 euros
Subsequently WPO may after a public declaration of the Investment Advisory Committee
periodically establish and if applicable revise the value of the GoCert certificate according to its type
(see Section Our GoCert) and market prices on the Certificate Markets
In addition to these prices transaction fees (eg issuance transfer custody andor execution of
certificates) and annual fees (eg admission to the register admission to tender registration of a
facility) are applied by WPO
12 GreenToken technology
GreenToken Distributed Ledger Technology The GreenToken is developed on the ERC20 protocol of the Ethereum network In particular it is
freely transferable to any person identified on the Ethereum network
Tradability To date more than four out of five initial coin offerings in the world (82 ) have been made on the
Ethereum network
The Sales Ether (code ETH) is listed on nearly 80 Digital Asset exchange platforms and accepted by
more than 400 trading places worldwide The daily volume traded in ETH is in the order of 14 billion
euros and the market capitalisation (marketcap) of Ethereum is in the order of 17 billion euros
making it the second most used cryptographic protocol after Bitcoin (code BTC)16
Energy consumption Electrical energy consumption related to GreenToken activity is of course an essential concern for
WPO
To date a transaction on the Ethereum network represents an electric consumption of around 29
kilowatt hours (kWh)
15 Source) 16 Figures shown on the Coinpaprikacom site on April 16 2020 at 2330 Paris time (Source)
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Ethereum plans to change its proof-of-work (PoW) algorithm to a proof-of-stake (PoS) algorithm
called Casper which is a significantly more energy efficient approach This change is announced for
2020
The Investment Advisory Committee will include in its annual report an estimate of the consumption
of electricity related to GreenToken activity using the Ethereum Energy Consumption Index
(Source) or equivalent index as reference indicator
Technology changes Technologies relating to the Distributed Ledger Technology (DLT) rapidly change so WPO reserves
the right to opt for a more energy-efficient technology provided all other performance indicators are
at least equivalent It cannot be ruled out that WPO decides to migrate to Tezos (code XTZ)17 in the
medium term
Any technology change assessment will be carried out by WPO and its advisers and will be subject
to the approval of the Investment Advisory Committee Technologies will be assessed mainly on the
basis of security criteria (IT geopolitical regulatory) performance (speed cost and energy
consumption) marketing (control conservation and token broking) and interoperability with the
GoCert certificate
The public will be informed in advance of such a project and the various communications will detail
the conditions for porting andor additional issuances of GreenTokens of one network or another and
the associated risks
13 Division of GreenTokens
GreenTokens can be divided into billionths ensuring better liquidity
Figure 29 Fractionation of GreenTokens
Fraction 0 1 2 3 4 5 6 7 8 9
Name GTK DGTK CGTK mGTK - - microGTK - - nGTK
Value 1 10-1 10-2 10-3 10-4 10-5 10-6 10-7 10-8 10-9
Prefix - deci- centi- milli- - - micro- - - nano-
14 Cancellation of GreenTokens
The GreenTokens allocated to the Public Token Offering and that remain unsold are cancelled
(destroyed) within eight days of the closing of the Public Token Offering
See also the Section Allocation structure and Section Redemption of GreenTokens by WPO
17 COINHOUSE 8 April 2019
(Source)
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2 Operating costs of the GreenToken
21 Subscription in currency that is legal tender
Subscribers subscribing to the GreenToken Public Offering in currencies that are legal tender bear
the costs associated with their subscription
The applicable fees are any fees and commissions applied by their own payment providers (banks
credit and payment card organisations foreign exchange agents etc) and the fees applied by the
operator of the EQUISAFE subscription platform These will be indicated at the time of confirming
the purchase of GreenTokens and will appear on the invoice issued for each subscription
22 Subscription in Digital Assets
Subscribers subscribing to the GreenToken Public Offering in Digital Assets bear the costs associated
with their subscription
The applicable fees are any fees and commissions applied by their own service providers (eg Digital
Asset exchange platforms brokers banks foreign exchange agents etc) underlying network fees
(Gas) and fees applied by the operator of the EQUISAFE subscription platform These will be indicated
at the time of confirming the purchase of GreenTokens and will appear on the invoice issued for each
subscription
23 Why does WPO not bear the subscription fee
By choosing the most accessible Minimum Subscription Threshold WPO is liable to pay fixed and
variable costs which combined would negatively affect the Amount Effectively Collected for the
GreenToken Project
As we want each subscription to have a useful impact on the Energy Transition we choose to leave
each subscriber to decide whether he or she agrees to help us by keeping the subscription costs at
his or her own expense
We also choose to apply a single subscription fee rule because for WPO subscriptions made in euros
Bitcoins or Ethers are of equal importance to the success of the GreenToken Project
24 Issuance of GreenTokens
The costs associated with the initial issuance and transfer of GreenTokens to their subscribers are
borne by WPO
These costs consist of any charges and commissions applied by the underlying network charges (Gas)
and the fees applied by the operator of the EQUISAFE subscription platform excluding fees and
commissions applied by the exchange platforms
brokers banks foreign exchange agents etc)
25 Lock-up of GreenTokens
If applicable the Lock-up custody fee is paid by WPO (see Section Conditions of custody of
GreenTokens held by subscribers
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26 Subsequent operation of GreenTokens
Once issued to subscribers GreenTokens do not incur any WPO fees
Third-party custody fees may apply according to the terms and conditions for the safekeeping of the
GreenTokens held by the subscriber
WPO informs subscribers that subsequent transaction fees will most likely be applied to the transfer
of GreenTokens by third parties involved in these transactions as is generally applied to the transfer
of Digital Assets
3 Previous GreenToken issues
No tokens have yet been issued by WPO
4 Rules and conditions for use and operation of
GreenTokens
41 Principles
The purchase or subscription of GreenTokens is subject to a number of conditions and in particular
bull eligibility conditions in relation to WPOs obligations to identify buyers or subscribers in the
context of inter alia the AML-CFT procedure and the due diligence obligations to which WPO
is subject and
bull Agreement
bull compliance with the General Terms and Conditions of Use of GreenTokens available on the
EQUISAFE site and to be accepted prior to the acquisition of GreenTokens
42 The Agreement
Regardless of the method of acquisition used (through the General Terms of Use or otherwise) the
subscriber or buyer of GreenTokens in the context of this Public Token Offering Buyer
required to comply with a number of obligations to ensure the security of the Project The purpose of
these obligations is to ensure security for everyone
Any subscriber or buyer in connection with the Public Token Offering is therefore invited to read
in particular the commitments below which will be in substance those which it must take in the
Agreement
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General commitments (a) The Buyer agrees not to distribute in any way whatsoever all or any part of the Information
Document in any country or jurisdiction where such distribution is prohibited or requires an
Authorisation for WPO the Information Document andor GreenTokens
(b) The Buyer agrees not to transfer in whole or in part regardless of the form or terms of such
transfer (assignment contribution donation other Transfer
GreenTokens or the rights attached thereto in any country or jurisdiction where such Transfer
is prohibited or requires the Authorisation of WPO the Information Document andor the
GreenTokens In particular but not exclusively the Buyer agrees not to transfer the
GreenTokens andor a right to a GreenToken to an
i any private person resident in the United States
ii any partnership or company organised or incorporated in accordance with US
law
iii any property of which the executor or administrator is an American citizen
iv any trust whose agent is a US citizen
v any agency or branch of a foreign company based in the United States
vi any non-discretionary or similar account (other than a trust or property) held by
a broker or other trustee for or on behalf of an American citizen
vii any discretionary or similar account (other than a trust) held by a merchant or
other trustee who is organised constituted or (if it is a natural person) resident in
the United States
viii a partnership or company if
(aa) it is organised or constituted in accordance with the law of a foreign
jurisdiction and
(bb) it is constituted by a US citizen primarily for the purpose of investing in
unlisted securities under the United States Securities Act of 1933
unless it is organised or established and held by accredited investors
who are not individuals trusts or real property
(c) The Buyer agrees not to initiate or participate in any legal action arbitration proceedings or
to make an application to any other dispute resolution body in France or abroad (i) against
WPO in the event of total or partial non-performance of the WPO Products non-deployment
or non-performance of the Project even if its GreenTokens have lost all or part of their value
provided that WPO has respected its duty of best endeavours of substantially putting in place
the Project in the form described in the Information Document andor (ii) in any event
against WPO affiliates (including senior executives and employees of WPO affiliates) agents
Other Persons
Identified Identified Persons
the Information Document
(d) The Buyer agrees not to Transfer (including acquiring selling transferring assigning even
free of charge) GoCert certificates for use in support of a commercial offer made by an
electricity supplier to its end consumers to show the share or quantity of energy produced
from renewable sources contained in this offer
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(e) The Buyer agrees to comply with French law and all applicable laws and regulations in each
jurisdiction in or from which heshe transfers a GreenToken a right to a GreenToken andor
all or part of the Information Document or if the foregoing is transferred to himher
(f) The Buyer agrees to return the Information Document to WPO who shall be entitled to
request its return at any time The Information Document and its content may not be
reproduced or used in whole or in part or disclosed by the Buyer to a third party other than
its legal financial or tax adviser provided that they are themselves subject to the same
Specific commitments The mechanism below known as
purchasing GreenTokens to ensure that the commitments it makes to the Identified Persons are also
made by the buyer to whom it transfers GreenTokens The purpose of this mechanism is to secure
the entire GreenToken ecosystem
(a) The Buyer agrees to stipulate as stipulator in accordance with the provisions of article 1205
of the French Civil Code to any person to whom it transfers a GreenToken or a right to a
Transferee ) in the capacity of promisor for the benefit of each Identified
Person as a beneficiary of this stipulation for the benefit of third parties that the Transferee
irrevocably
i undertakes the same commitments as those undertaken by the Buyer under this
Sect
benefit of the identified Persons and
ii makes the same representations as those made by the Buyer in the Agreement
for the benefit of the Identified Persons
the Stipulation
(b) the Buyer as stipulator waives its right to revoke this provision at any time
(c) the Buyer acknowledges as stipulator and WPO acting as a beneficiary for its own benefit as
well as that of all other beneficiaries that the Stipulation becomes irrevocable between the
Buyer as stipulator and the Persons identified as beneficiaries on the date of this Agreement
(d) the Buyer agrees that each Transferee expressly waives its right of revocation of any of its
and conditions of
token or a right to a GreenToken
Indemnification The Buyer agrees to indemnify upon first request any Identified Person for all damages liabilities
compensation financial losses costs disbursements and direct or indirect damages that such
Identified Person has suffered as a result of any breach by the Buyer of such general andor specific
commitments
Subject to the foregoing the Buyer agrees to indemnify the Company in the event of gross
negligence or wilful misconduct under the Agreement
These provisions shall survive termination of the Agreement for a period of ten (10) years
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43 General Terms and Conditions of Use
The General Terms and Conditions of Use set out the terms and conditions of use of the site for the
purchase of GreenTokens The General Terms and Conditions of Use will be available on the
EQUISAFE and WPO websites at the Creation of the User Account stage
5 System on which GreenTokens will be registered
The description of the Distributed Ledger Technology (DLT) on which the GreenTokens will be
registered is specified in the Section GreenToken technology and in the Section PART 6 - TECHNICAL
TERMS AND CONDITIONS FOR THE ISSUE OF GREENTOKENS
6 GreenTokens time frame of use
61 Issuance
The GreenTokens will be issued on the business day following the Publication of the outcome of the
Public Token Offering if the Minimum Amount (Soft-cap) has been reached in accordance with the
Time frame of the Public Token Offering
62 Use
Initially WPO will accept GreenTokens issued as a means of exchanging its new certified goods and
services immediately after the of the Section
GoCert1 - enhanced technical expertise)
We are currently establishing a network of partners of our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchange for their own goods and
services
63 GreenToken listing
The listing of the GreenToken is already pre-secured18 on the French Digital Asset exchange platform
SAVITAR (wwwsavitario)
Subject to the minimum amount (Soft-cap) being reached the first Listing of the Token is scheduled
for the day after the date of publication of the results of the Public Token Offering
Subject to sufficient liquidity the GreenTokens will then be exchangeable between participants
against the other Digital Assets or currencies listed on the platform The Exchange Value will depend
on the level of supply and demand
The conditions for admission of participants and the operation of the Digital Asset exchange platform
are specified on the website wwwsavitario Prior to any use of its services it is important to refer to
the terms and conditions of use of SAVITAR
18 According to the letter of intent signed between WPO SAS and Exchange SAS on 11 February 2020
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7
accounts
71 Monitoring of the token issue using the accounting annex as per
French gaap
The GreenTokens will be issued on the day following the publication of the result of the Public Token
Offering if the Minimum Amount (Soft-cap) has been reached At this time we will proceed with
allocating the GreenTokens shown in the Section Allocation structure according to the following
eight steps which will be included in the notes to the financial statements
Issue of the Quantity
Step 1 Issue of the Quantity of GreenTokens (15 million tokens)
Allocation in connection with the Public Token Offering
Step 2 Deduction of the [X] GreenTokens subscribed for in the Public Token Offering (maximum allocation of 11 million tokens)
Step 3 Destruction of the non-subscribed GreenTokens of the allocation for the Public Token Offering (= 11 million tokens - [X])
Allocation to the Reserve
Step 4 Deduction of the 3 million GreenTokens allocated to the Reserve
Allocation for the Private Token Sale
Step 5 Deduction of the [Y] GreenTokens subscribed for the Private Sale (maximum allocation of 900 thousand tokens)
Step 6 Allocation of non-subscribed GreenTokens to the Reserve (= 900 thousand tokens - [Y])
Allocation for the free distribution to WPO employees
Step 7 Deduction of the [Z] GreenTokens distributed for free to WPO employees (maximum allocation of 100 thousand tokens)
Step 8 Allocation of undistributed GreenTokens to the Reserve (= 100 thousand tokens - [Z])
72 Monitoring subscriptions through accounting
The GreenTokens subscribed for shall be recorded in various recoverable liability accounts (EUR
account BT
counterpart for the Cryptocurrencies collected (account 5205)
During the Private Token Sale During the Private Token Sale accounting entries are made as and when sales occur 2018 and 2019
During the Public Token Offering During the Public Token Offering accounting entries are made on a weekly basis except in the following cases where the accounting entries are made on a daily basis (
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bull The first five days following the opening of the Offering to the Public bull The last five days before the closing of the Offering to the Public bull If applicable when approaching the Minimum Amount (Soft-cap) or the Maximum
Amount (Hard-cap)
Funds in currencies that are legal tender will be confined to the LEMON WAY Payment Service
Provider until as the case may be their payment to the Escrow Account of the UZES Financial
Custodian or their repayment
il where applicable
repayment
Collected funds in currencies that are legal tender and Cryptocurrencies will be recorded in an
aggregated manner (and not by subscriber) in WPO accounts
The cases of freezing of assets or rejection of a subscription shall be managed at the level of the
Custodians and no accounting entries shall be entered by WPO
GreenTokens taken to the Reserve not proposed for subscription will not be recorded under assets
but will be shown in the notes to the financial statements
At the end of the Public Token Offering
If the Minimum Amount (Soft-cap) is not reached
A deduction is made in the amount recognised in the various recoverable liability accounts with a
cash counterpart in euros or in Cryptocurrencies collected which is repaid (see Section Refunding of
Subscribers)
If the Minimum Amount (Soft-cap) is reached and up to the Maximum Amount (Hard-cap)
The amounts recognised as recoverable liabilities are transferred to deferred income which is then
the subject of a release of the escrow accounts and a transfer to the WPO accounts (see Section End
of subscription period and restitution)
If the Maximum Amount (Hard-cap) is exceeded
A deduction is made in the amount recognised in the various accounts of recoverable debts with an
excess cash counterpart in euros or an excess counterpart in Cryptocurrencies which is repaid (see
Section Refunding of Subscribers)
Use of GreenTokens in exchange for WPO goods and services
After the issue WPO will recognize on the liabilities side of its balance sheet the total amount of
services remaining to be provided in return for GreenTokens in the form of deferred revenue on
issued tokens The sale of goods or services will give rise to the issue of invoicing in euros which will
trigger the reversal of deferred products in return for the turnover of the number of GreenTokens
used The amount of reversal and turnover corresponding to the goods and services produced will be
equal to the number of GreenTokens used multiplied by the Subscription Price which will be
determined according to the FIFO method in application of article 619-7 of the regulations of the
Accounting Standards Authority (ANC) on the issuance and holding of tokens
At the end of the use by the bearers of the entire quantity of tokens issued in exchange for goods and
services the products recorded in advance will have been reversed
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PART 4 - RISK FACTORS
1 Economic risks
11 Risk of partial or total loss of investment
During the GreenToken Public Offering If the Public Token Offering does not meet its target (Non-
Achievement of Minimum Amount (Soft-cap)) subscribers will be fully reimbursed for the amounts
of their subscriptions less any transaction and commissioning costs related to transactions by which
funds are collected and held in escrow
After the GreenToken Public Offering To the extent that it is not certain whether the Project will be
carried out in whole or in part or even whether there will be any interest in the products and services
linked to the Project subscribers are advised that the value of the GreenTokens is not guaranteed
and can rise or fall even to zero Subscribers should not subscribe for GreenTokens if they are unable
to bear the consequences of such a loss
There is no guarantee that the Project will be fully or partially completed and more generally there
is no guarantee that subscribers will be able to resell their GreenTokens or that the GreenTokens will
enable them to obtain products or services other than those covered by the Project
12 Foreign exchange risk in particular to the Euro or any foreign
currency borne by the subscriber
The GreenTokens can only be subscribed for in euros Bitcoins or Ethers If the Public Token Offering
achieves its threshold target (Achievement of the Minimum Amount (Soft-cap)) then the
subscriptions thus made will be in whole or in part converted to reach and retain an amount in euros
equal or by default approaching at most the Minimum Amount (Soft-cap) Subsequent conversions
could be deferred pending a favourable exchange rate and the Project could in whole or in part be
delayed accordingly
The subscriber alone bears the cost and risk of converting the value of hisher subscription from a
currency(ies) that are legal tender or from Cryptocurrency(ies) to the subscription currency or
Cryptocurrency(ies) ie euros Bitcoins or Ethers
If the Public Token Offering achieves its threshold target (Achievement of the Minimum Amount
(Soft-cap)) the risk of a change in the exchange ratio to euros of the Digital Assets collected in Bitcoin
and in Ether between the subscription value date and the closing value date of the offering is borne
by the subscriber This means that the number of GreenTokens specified when subscribing in
Cryptocurrency (BTC or ETH) may differ from the amount of GreenTokens effectively exchanged with
it on the closing date of the offering
Example If on the subscription date 1 Bitcoin is worth 1000 euros and 1 GreenToken is worth 1 euro
(non-contractual values indicated to simplify without any applicable charges or commissions)
- If at the close of the offering to the public 1 Bitcoin is still worth 1000 euros the
subscriber will obtain 1000 GreenTokens
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- If at the close of the offering to the public 1 Bitcoin is worth no more than 500 euros the
subscriber will ultimately obtain only 500 GreenTokens
- If at the close of the offering to the public 1 Bitcoin is worth 2000 euros the subscriber
will ultimately obtain 2000 GreenTokens
Similarly in case of repayment repayments are made in the legal tender currency or in the
Cryptocurrency used for subscription either euros Bitcoins or Ethers The risk of a change in the
exchange ratio to euros of currencies that are legal tender (other than the euros) or of Digital Assets
(other than Bitcoins and Ethers) between the subscription value date and the refund value date is
borne by the refunded subscriber
13 Risk associated with the valuation of tokens
ter alia correlated to the value of the services and products
included within the framework of the Project and to the Exchange Value
services and products offered by
professional partners) In the event of the insolvency liquidation or dissolution of WPO (or of the
professional partners of the GreenToken Network) the Utility Value of the GreenTokens could
become zero
The Exchange Value of the GreenTokens for legal tender currencies or for Digital Assets is correlated
to the supply and demand on the Digital Asset exchange platforms
WPO assumes no responsibility for the exchange purchase or resale of GreenTokens on the Digital
Asset exchange platforms
14 Secondary market absence risk
GreenTokens are Utility Tokens that are included in a new class of digitalised assets These assets are
described as Digital Assets within the meaning of the PACTE law In view of the lack of maturity of
the market for the Utility Tokens in France and the rest of the European Union as well as in most
geographical areas of the world the application for the GreenTokens to be listed on the Digital Asset
exchange platforms may not be accepted Thus no assurance can be given as to the existence of a
secondary market
If a secondary market for GreenTokens develops this market may not be liquid As a result
subscribers may not be able to sell their GreenTokens easily or at prices that would provide them with
a valuation gain comparable to similar investments benefiting from a developed secondary market
15 Risk of GreenToken market volatility
There is a strong likelihood of volatility in the GreenToken market due to factors inherent to
GreenTokens and to external factors For example the market value of GreenTokens is likely to be
strongly correlated with the value of the main Cryptocurrencies Also in the event of volatility the
market value of GreenTokens could be less than the value of the services to which they give access
or the Subscription Price discounted or not of the GreenTokens
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16 Risk related to the commitments of the subscriber
The subscriber of GreenTokens is subject to a number of obligations In particular the purchase of
GreenTokens requires the purchasers whether following the subscription of the GreenTokens or their
purchase to undertake to (i) not transfer them to purchasers in jurisdictions requiring an
Authorisation for WPO GreenTokens or for the Information Document and (ii) that the persons to
whom they transfer the GreenTokens make the same type of undertaking to WPO and to the other
Identified Persons The subscriber bears the risk of having to indemnify WPO and more generally
the Identified Persons in the event that the transferee fails to respect such an undertaking
17 Risk associated with the use of GoCert certificates
GoCert certificates cannot underpin a commercial offer that an electricity supplier makes to its end
consumers to show the energy contained in the offer is produced from renewable sources
2 Technological risks
21 Risk of errors or security flaws allowing for hacking or theft of the
issuance platform
Hackers or other malicious or criminal groups or organizations may attempt to interfere with the
WPO Information Systems the platform managed by EQUISAFE on behalf of WPO or the
GreenTokens in several ways including but not limited to service denial attacks Sybil attacks
spoofing malware attacks or attacks based on consensus or theft of WPO identification information
In order to reduce these risks Cybersecurity and detection systems for technical malfunctions are
put in place
22 Risk of loss or theft of the vate key
Any subscriber of GreenTokens that holds their GreenTokens in safe keeping themselves must be
careful not to disclose their private keys Any third party who has access to private keys including by
accessing the connection IDs of an electronic wallet or of a vault service used by a token carrier (the
Wallet could steal the GreenTokens andor hack the Wallet
Similarly any subscriber of GreenTokens can only access their Wallet by using their personal
identification information The loss of such identification information could result in the impossibility
of accessing or using the GreenTokens Theft of this identification information could result in the theft
of the GreenTokens In fact any third party who obtains access to the identification information or
s
In order to minimize this risk subscribers must protect themselves against persons who access their
electronic devices without authorisation It is also recommended that the subscribers of GreenTokens
securely store their identification information in one or more separate location(s)
23 Risks related to the monitoring and safeguard of Digital Assets
Despite the efforts made by the COINHOUSE Depository the holding accounts and escrow accounts
(as indicated in Figure 40) allowing the Cryptocurrencies collected in connection with the Public
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Token Offering to be held in escrow are vulnerable to attacks as well as sudden and significant
fluctuations in value Any successful attack or significant fluctuations in value poses a risk to the
subscribers of GreenTokens of losing part or all of their funds
24 Risks linked to the Distributed Ledger Technology (DLT) on
which GreenTokens are registered and the platforms on which
GreenTokens can be exchanged
Consensus algorithms are essential to maintaining the integrity and security of a Cryptocurrency
network They provide the distributed nodes with a means of reaching an indisputable consensus on
the Blockchain register
The Proof of Work (Pow) consensus algorithm is considered one of the most effective solutions
against consensus attacks such as the 51 attack (or majority attack) or other Byzantine attacks Not
only because the network is decentralised but also because the high costs associated with the
mining process make activity by miners with the aim of disrupting the network unlikely Any
successful attack poses a risk to the subscribers of GreenTokens of losing all or part of their funds
A security audit of subscription platform and a compliance audit of the subscription and
issuance process with this Information Document will be carried out by the opening of the Public
Token Offering
Similarly the SAVITAR Digital Asset exchange platform has initiated a continuous security campaign
on the YOGOSHA platform since January 2018 No security flaws have been reported for several
months showing a level of security consistent with current best practices
It is specified that CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario)
provide or could provide one or more services concerning Digital Assets listed in article L 54-10-2 of
the French Monetary and Financial Code Consequently it cannot be ruled out that
CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario) will have to be
registered with the AMF and that the conditions for this registration will not be met Where
applicable WPO may be required to use the services of another exchange platform previously
registered with the AMF The subscriber may have to ensure compliance with these conditions in the
event of a change of platform
However there may be a risk of malfunction inherent to any computer programme and despite the
checks carried out by WPO or its partners a technical failure remains possible The same
considerations should be taken into account in the event of a migration to another Distributed
Ledger Technology (DLT)
3 Risks linked to the Project
31 Risk asso
on the Project or any event that may impact the Project
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Annual Report of the Statutory Auditor specific to the management of tokens over the year In the
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event that the Committee is unable to publish the report the WPO Directorate would take over its
communication obligations until such time that the Committee can resume its work Also the risk
associated with the lack of regular communication by the issuer on the Project or any event that may
impact the Project is low
32 Risk of failure in the launch or technical and operational
development of the Project
The GreenToken is designed to be a service token (Utility Token) to obtain goods or services offered
by WPO in connection with the Project and in particular private production certificates (GoCerts) to
be issued by WPO in connection with the Project The issuance of the GreenTokens and their sale by
WPO is thus intended to enable the Project to be carried out There is no certainty that WPO will be
able to implement the Project under the terms set out in the Information Document or even if the
Project as such will be implemented WPO being bound only by an obligation of best endeavours
for its implementation WPO disclaims any liability and provides no
assurance as to the accuracy and reliability completeness or timeliness of the services offered by
WPO or the results obtained from the use of these services Any change or new fact likely to have a
significant influence on the investment decision of any potential subscriber that occurs between the
AMFs approval and the closing of the offering must be described in an amended information
subscribers with prior information pursuant to article L 552-6 of the CMF and specified in the AMF
Instruction 2019-06 the Project may at any time evolve according to what WPO considers to be in its
best interest in order to implement the Project as set out in the Information Document andor as it
may or may have evolved
33 Risk of material modification of the Project and of rights attached
thereto
We do not anticipate a change in the rights attached to GreenTokens regardless of (i) the commercial
commitments made and (ii) the expected changes in renewable energy development Thus without
change in the laws and regulations in France the GreenTokens once they have been issued will
continue to give access to GoCert Certificates However no assurance can be given as to the adoption
of a European Union text harmonising the legal qualification of Digital Assets and which could have
an impact on the current qualification of GreenTokens and related rights WPO excludes any liability
that such an event could have on the recognition of rights and the value of GreenTokens
34 Risks related to the requalification of the scope of the offering from
the point of view of consumer law
If a court considers that under the consumer law it is not an offering of digital content not supplied
on a material medium but rather a financial service the waiver of the right to withdraw as provided
for in connection with the offering may not meet the legal conditions
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35 Risks related to the lack of visibility on the regulations applying to the
offer of tokens in all jurisdictions in which the tokens will be offered as well
as the taxation applying to the token subscribers
The terms and conditions of offer sale and taxation of GreenTokens are governed by French law in
force on the date of this Information Document and in particular by the provisions of the PACTE Law
for marketing on French territory
No assurance may be given as to the consequences of any court or administrative decision or
amendment of French laws or regulations after the date of this Information Document Such a
decision or change may have a medium to high negative impact on subscribers and have an adverse
effect on the value of GreenTokens
WPO also disclaims any liability for the adoption of a European Union text harmonising the legal
qualification of Digital Assets which may have an impact on the current qualification of GreenTokens
and rights attached thereto
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PART 5 - CHARACTERISTICS OF THE TOKEN OFFERING
1 Number of GreenTokens to be issued
11 Quantity
The Quantity of GreenTokens is set at fifteen (15) million tokens
12 Allocation structure
bull Eleven (11) million GreenTokens are allocated to the Public Token Offering Unsold tokens will
be cancelled (see Section Cancellation of GreenTokens)
bull Three (3) million GreenTokens are allocated to the Reserve held by WPO and planned to
satisfy the mandatory demand for GreenTokens (see Section Our Services-For-Data)
bull Nine hundred thousand (900000) GreenTokens are allocated to the Private Token Sale
Unsold tokens will be placed in the Reserve
bull One hundred thousand (100000) GreenTokens are allocated to the Free distribution of
GreenTokens to WPO employees
Figure 30 GreenTokens allocation
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2 Amounts of the issue
21 Expected Amounts
The objectives of the issue for the Public Token Offering are as follows
Figure 31 Expected amounts of the issue
22 Amount Effectively Collected
At the end of the public offering the Amount Effectively Collected is determined as follows
bull The exchange ratios of the BTCEUR and ETHEUR pairs are recorded by the bailiff one hour
after the closing of the subscription
bull The amount in euros and the number of Digital Assets (BTC and ETH) effectively received on
the custodians escrow accounts shall be recorded by the judicial officer on the sixth working
day at 2pm after the closing of the subscription
bull Based on these findings the Amount Effectively Collected is (i) calculated by WPO (ii)
certified by the Statutory Auditor and (iii) published by the Chairman of the Investment
Advisory Committee at 4pm on the same day (See Section Time frame of the Public Token
Offering)
currencies that are legal tender and the amounts in Digital Assets effectively received on the escrow
accounts of the Custodians up to and including the sixth business day (T+6) converted into euros at
the Exchange Rates applicable on date T The proceeds from the Private Token Sale are excluded
from this sum
23 Exchange Rate
The applicable Exchange Rates for conversions of Digital are the
exchange ratios traded at 100 am in the morning (Paris time) of the following day (T+1) recorded on
the Kraken Digital Asset exchange platform (Source) or equivalent
The Cryptocurrency collected will be converted to euros only after the Public Token Offering (see
Section
or foreign currencies)
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3 GreenToken Subscription Price
31 Subscription Price
The Subscription Price for the GreenToken is set at 095 euros
32 Minimum Subscription Threshold
The Minimum Subscription Threshold is set at 100 euros
33 Discounts offered by category of subscribers
Category A Premium Subscriber Any subscriber without distinction benefits from an additional discount of - 5 of the Nominal Value
for each tranche of 50000 euros of purchases of GreenTokens (cumulative for each beneficial owner)
limited to 50 of the Nominal Value and within the limit of the stock of available tokens
Each half-tranche of 25000 euros of GreenToken purchases is subject to a lock-up period (Lock-up A)
of one month from the Listing of the Token (see Section Conditions of custody of GreenTokens)
Purchase tranche 0 -
50
50 -
100
100 -
150
150 -
200
200 -
250
250 -
300
300 -
350
350 -
400
400 -
450
450 -
500 (in thousands of euros)
Subscription Price A (EUR) 095 090 085 080 075 070 065 060 055 05
Category B Long-term subscriber Subject to making at least 10000 euros of GreenTokens purchases (cumulative for each beneficial
owner) any subscriber without distinction benefits from an additional discount of -5 of the
Nominal Value per lock-up year (Lock-up B ) granted limited to 50 of the Nominal Value and within
the limit of the stock of available tokens (see Section Conditions of custody of GreenTokens)
Lock-up (years) 0 1 2 3 4 5 6 7 8 9
Subscription Price B (EUR) 095 090 085 080 075 070 065 060 055 05
Cumulative discounts The discounts for the categories of subscribers A and B are cumulative and limited to 50 of the
Nominal Value within the limit of the stock of available tokens
Example Laura acquires 78000 euros of GreenTokens She qualifies for the Category A discount She
agrees to a 3-year lock-up period She also qualifies for the Class B discount The Issue Price that
applies to her purchase is Subscription Price A plied by Subscription Price B (3 years)
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Cumulative Lock-up periods Lock-up periods (Lock-up A or B) are not cumulative only the longest of the two applies
Example The subscription of Laura of 78000 euros counts for 3 half-tranches that gives a lock-up
period of 3 months (Lock-up A ) However she also agrees to a 3-year lock-up period (Lock-up B )
therefore the 3-year period (Lock-up B) only applies in this instance
34 Explanations on the setting of the Subscription Price
The GreenToken will have different values during its life cycle The Nominal Value the Exchange
Value the Utility Value and during the Public Token Offering the Subscription Price
Figure 32 Values of the GreenToken over time (Non-contractual example)
Nominal Value
The Nominal Value of a GreenToken is the value of a GreenToken sold by WPO within the specific
framework of the Services-For-Data using the Reserve
In this context [X] euros of services give entitlement to [Y] GreenTokens Thus
bull Before the Listing of the Token the Nominal Value is set at one (1) euro
bull After the Listing of the Token the Nominal Value will be the greater of one (1) euro and the
Exchange Value
Exchange Value The Exchange Value of a GreenToken will be the value of a GreenToken on the secondary market (see
Section GreenToken listing)
In the event of listing on several Digital Asset exchange platforms the Exchange Value of a
GreenToken will be the average exchange value observed on these different platforms on the basis
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of a representative exchange volume measured over a sufficient period prior to the setting of this
value The average exchange value shall be weighted by the exchange volume of each platform
In the event of disagreement over the value the Investment Advisory Committee shall make a public
declaration establishing the Exchange Value
Utility Value See Section Redemption of GreenTokens by WPO
Subscription price The Subscription Price offers a discount to promote the attractiveness of the Public Token Offering
This discount is - 5 compared to the Nominal Value before the Listing of the Token
Additional discounts may accrue for premium andor long-term subscribers
4 Accepted Currencies and Digital Assets
41 Currencies
The currency accepted is Euro (code EUR)(
42 Digital Assets
Accepted Cryptocurrencies are Bitcoin (code BTC) and Ether (code ETH)
43 Exchange ratios with the GreenToken
Currencies The exchange ratio for the [EUR-GTK] pair is equal to the applicable Subscription Price
Digital Assets The exchange ratio is the Exchange Rate applicable on the closing date of the Public Token Offering
as recorded by the bailiff (See Section Time frame of the Public Token Offering) multiplied by the
applicable Subscription Price
5 Steps prior to the Public Token Offering
51 Pre-offering issue
No GreenTokens including GreenTokens from the Private Token Sale are expected to be issued
before the end of the Public Token Offering
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52 Private Token Sale
Between 1 April and 31 December 2019 254500 GreenTokens were sold as part of the Private Token
Sale at an average price of 085 euros for a total amount of 216000 euros
Between 1 January and 30 April 2020 167760 GreenTokens were sold as part of the Private Token Sale
These sales are contracted but not yet invoiced at the date of this Information Document
No GreenToken has yet been issued These sales do not contain any Lock-up condition
Any private-sale negotiation of GreenTokens not yet contracted at the opening of the Public Token
Offering will be suspended
6 Terms of subscription for GreenTokens
In order to subscribe to the Public Token Offering subscribers must follow the process of
downloading the Information Document Recording and identifying in advance any purchase of
GreenTokens (see Figure 34) In this context WPO will use the personal data communicated in
accordance with the GDPR
61 Downloading the Information Document
The Information Document is available for download on the Public Token Offering website
(wwwwpoeu ceptance of a prior notice
62 Pre-booking GreenTokens
Anyone who has downloaded the Information Document may without any commitment from their
part pre-book GreenTokens via an online form (pop-up) For this purpose they must
bull enter a valid email address
bull enter the amount of its pre-booking in the future Public Offering (eg [X] euros in pre-
booking of [Y] GreenTokens [Y] being automatically calculated)
bull If applicable subscribe to the information flow relating to the GreenToken Project
If a pre-booking amount has been entered they will have the option to create a User Account
Otherwise they will be able to create a User Account at any time on the website wwwwpoeu ICO
tab
63 Creation of the User Account
Creation of identifiers The creation of the User Account requires the provision of
bull a valid email address (verified by sending a security email)
bull a password
bull a mobile phone number allowing double-factor authentication (A2F)
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Information requested The information to be entered online without threshold conditions is as follows (Figure 33)
Figure 33 List of information collected during the Registration
NATURAL PERSON LEGAL ENTITY
Mandatory information
First name of User Account Holder Company name of User Account Holder
Last name of User Account Holder Description of the project or activity of the User Account holder
Date of birth of the User Account Holder
Nationality of the User Account Holder Country of registration of the User Account Holder
Country of residence of the User Account Holder
First name of the legal representative of the User Account holder
Email address of the User Account Holder Last name of the legal representative of the User Account holder
Date of birth of the legal representative of the User Account holder
Title of Payer or Beneficiary Contact email of the User Account Holder
-
- Title of Payer or Beneficiary
Recommended information
Main phone of the User Account Holder Registration number (SIREN or equivalent) of the User Account holder
Politically Exposed Person (PEP) number
Supporting documents The list of these documents to download without threshold conditions is available here See the KYC2
List of Documents
Advanced Electronic Signature
by the YOUSIGN signature provider the signature occurs when the unique security code sent by
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Figure 34 Registration Process
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Information in the event of repayment of funds The Bank Identity Form provided at the identification stage will where applicable be used to repay
amounts subscribed in currencies that are legal tender The public address provided at the
identification stage will be used where applicable to repay the Digital Assets subscribed for in Digital
Assets (Figure 38)
-
- e identical Failing that the subscription process will be interrupted
Information on the origin of funds We monitor the origin of the funds collected in relation to (i) the processing of alerts (in the event of
suspicion) and (ii) the knowledge of the customer (KYCKYB) in accordance with our AML-CFT
Procedure This analysis will be delegated to LEMON WAY without threshold conditions in order to
detect any anomalies or abnormal behaviour In the event of suspicion additional information and
supporting documentation will be requested
UZES and COINHOUSE may carry out secondary audits in
accordance with their regulatory obligations or internal procedures
See also PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS ANTI-MONEY LAUNDERING AND
COMBATING THE FINANCING OF TERRORISM AND SECURITY
Amendment of information The user agrees to inform WPO as soon as possible of any changes to the information provided during
n order to
update hisher information and in particular any change in hisher marital status legal capacity
address (tax postal or electronic) mobile phone number title (tax professional)
64 Subscription to GreenTokens
The analysis of the information provided may take from a few minutes to a few days After notification
by EQUISAFE that the Registration has been confirmed the subscriber may log in to his User Account
to purchase GreenTokens The main steps are as follows
1 The subscriber confirms that he has read and accepted the General Terms and Conditions of
Use available online (Figure 34 see above)
2 The subscriber indicates his choice of subscription in euros or Digital Assets (See the Figure
38)
3 The subscriber then indicates the amount of hisher subscription and the possible Lock-up
condition to which heshe voluntarily subscribes (see Section Category B Long-term
subscriber)
4 On this basis the following are shown to the subscriber (See Figure 39 and Figure 40)
a The number of GreenTokens heshe acquires
b The issue price applicable to himher
c The possible lock-up period (Lock-up) applicable to himher
d The subscription fees applicable to himher
e The total price of hisher purchase ie [a x b + d] in euros
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5 The subscriber indicates how heshe will receive their GreenTokens In the first two cases (a)
and (b) below the subscriber will provide a public address for ERC20 compatible Digital
Assets in the third case (c) this address will be specified by the Depository COINHOUSE
a Where the holder is its own depository
b Via a third-party depository
c Via the third-party depository COINHOUSE
6 The subscriber confirms the information relating to the bank account (or public address) of
repayment which is the same as used for the subscription
7 The subscriber confirms their intention to purchase and pay for the GreenTokens subscribed
a The funds in euros are first received in an initial holding account placed in the LEMON
WAY environment and allocated to each subscriber They are then transferred to the
holding account alloc tion Custody of
subscriptions made in legal tender Currencies )
b Digital Assets are first received at one or other public holding addresses Each
business day EQUISAFE (See Section Custody of subscriptions made in Digital
Assets)
i reconciles the amounts received at these addresses with the registered
subscriptions
and subject to the minimum daily collection amount being reached
ii instructs the Depository COINHOUSE to place the Permitted Digital Assets
on the escrow account which executes the instruction
or if applicable
iii instructs the Depository COINHOUSE to return the unauthorised Digital
Assets received which executes the instruction
8 Subscriptions duly collected on the account or public holding addresses are thus deposited
as soon as a minimum amount is reached on one of the two escrow accounts
bull euros at FINANCIERE DUZES (See Figure 39)
bull Digital Assets at COINHOUSE (see Figure 40)
65 Issuance of GreenTokens
At the closing of the Public Token Offering the Statutory Auditor certifies the Amount Effectively
Collected and the WPO Directorate concludes on the outcome of the offering
As soon as the Minimum Amount is reached EQUISAFE mandated by WPO prepares the issuance
of the GreenTokens the allocation of GreenTokens to their subscribers and the cancellation of the
unsold GreenTokens (see Section GreenTokens time frame of use)
This allocation is made by sending to the public address indicated by the subscriber in paragraph 5
of section 64 above Subscription to GreenTokens
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7 Time frame of the Public Token Offering
The time frame of the Public Token Offering is as follows
Figure 35 Detailed timeline of the Public Token Offering (the times shown are Central European Time)
Tuesday 8 September 2020
at 10 am
- Opening of the subscription to the Public Token Offering which
takes the form of the opening of subscriptions on wwwwpoeu
- Publication of the Statutory Auditors report on the Private Token
Sale to date
Thursday 12 November 2020
at midnight
Closing of the subscription to the Initial Coin Offering which results
in the suspension of the subscription function on wwwwpoeu
Friday 13 November 2020
at 1am in the morning ETHEUR pairs to determine the Exchange Rate applicable to the
Digital Assets collected
Friday 20 November 2020
at 2pm
at 4pm
- Bailif
Digital Assets effectively collected (the period between the closing of
the subscription to the Public Token Offering and this statement is
the time required for the last bank transfers and transfers of Digital
Assets to be received and observed on the escrow accounts)
- Certification Amount Effectively Collected by the Statutory Auditor
b
- Publication of the result of the Public Token Offering by the WPO
Directorate and public declaration of the Investment Advisory
Committee in accordance with the certificate of the Statutory Auditor
Monday 23 November 2020
at noon
- Issuance of the GreenTokens and if applicable cancellation
(destruction) of the unsold GreenTokens
Tuesday 1 December 2020
at noon
- Allocation of GreenTokens to each subscriber
- Listing of the GreenToken
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
For a broader timeframe
bull timeline is given in the Section Our history
bull The timeline for the GreenToken Project is given in the Section Timeline
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8 Information on the period after the Public Token
Offering
81 Dilution
The GreenTokens redeemed by WPO in exchange for GoCert certificates will be cancelled As the
GreenTokens are fixed this will result in a gradual reduction in the number of GreenTokens available
over time
Any new offering to the public of GreenTokens would be conditional upon obtaining a new optional
Visa from the AMF
82 GreenTokens buy-back conditions
In the event of excess or lack of liquidity of the GreenTokens on the secondary market WPO shall act
reasonably and may use the Reserve under the control of the Investment Advisory Committee
83 Conditions for cancelling GreenTokens
See Sections Cancellation of GreenTokens and Redemption of GreenTokens by WPO
84 Conditions for the custody of self-held tokens and their placing
on the market
The categories of self-held GreenTokens are listed in the Section Use of self-held tokens None of them
are subject to a custody obligation (no Lock-up)
85 Conditions of custody of GreenTokens held by subscribers
GreenTokens subject to a lock-up period (Lock-up A or Lock-up B as defined in the Section Discounts
offered by category of subscribers) mean that they will be kept by the Depository COINHOUSE in a
segregated account from the time of their issue and for the duration of the Lock-up They will be
delivered to their subscriber at the end of the lock-up period The custody costs are borne by WPO
86 Communications to the public
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Statutory Auditor and Obligations and capacities of the Committee)
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PART 6 - TECHNICAL TERMS AND CONDITIONS FOR THE
ISSUE OF GREENTOKENS
1 Description
The Distributed Ledger T e
Ethereum network which allow the creation registration and transfer of Digital Assets within the
meaning of article L54-10-1 of the CMF
Operational since June 2019 the Secure Financial Transaction Protocol provides a robust modular
and configurable framework It favours as much as possible the logic of permission by the IT code
through Smart Contracts in order to maximize transparency for all parties involved
The Secure Financial Transaction Protocol is designed to maximize interoperability between the
various network participants In general these participants can be divided into four categories
bull The Issuer (WPO) an entity that creates and sells GreenTokens
bull Subscribers entities that have successfully passed KYC identification and AML-CFT
compliance checks and are authorised to purchase GreenTokens
bull White lists (LEMON WAY) are trusted entities that provide LCB-CFT Compliance Identification
and Verification services to network participants
bull
funds collected without directly taking possession of them They can provide services such as
holding funds in escrow or custody of tokens or facilitate the secondary transfer of
GreenTokens
The Secure Financial Transaction Protocol was designed with two central concepts in mind
identification and permission Each subscriber has their identity verified by a White list registration
agent (LEMON WAY) and a unique identity footprint is associated with their portfolio address (see
below Figure 34) Based on this identity information the Issuer and Depositories apply a set of rules
in accordance with the provisions of this Information Document which determines how the
subscriber can interact with them
The Issuer White Lists and Depositories each have their own Smart Contract that defines how they
interact with each other These contracts allow different entities to provide each other with
information within the ecosystem
The security tokens of the Secure Financial Transaction Protocol are based on the ERC20 standard
The tokens are transferred via the transfer and transferFrom methods but the transfer will only
succeed if it passes a series of Blockchain authorisation controls A checkTransfer call returns true if
the transfer is possible (See Figure 36)
The basic configuration includes the identification of the subscriber the monitoring of the number
and limits of subscribers as well as restrictions on the countries and status of each accredited
subscriber The implementation of other modules allows for the addition of a variety of additional
features to meet the specifications set out in this Information Document
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Figure 36 - GreenToken issuance process
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2 Parameters of the automated computer programme
and objective of the functions
The following public link presents the system architecture httpsgitlabcomequisafenyx
The Distributed Ledger Technology (DLT) developed by EQUISAFE is operational and has already
operated on several digital financial transactions for amounts in euros above the Target Amount
(Target) of this offering19
3 Security and Compliance Audits
An audit (and if necessary a security counter-audit)20 of the Distributed Ledger Technology (DLT)
developed by EQUISAFE and an audit (and if necessary counter-audit) of compliance of the
GreenToken subscription and issue process with this Information Document will be carried out by
the opening of the Public Token Offering
Certificates certifying that the comments and recommendations made during these audits are taken
into account will be published on the websites of EQUISAFE and WPO no later than the day of the
opening of the Public Token Offering
The GreenTokens will only be issued once the threshold target (Achievement of the Minimum
Amount (Soft-cap)) has been achieved and after the closing of the Public Token Offering
19 See for example the MEDIA section of the website wwwequisafeio 20 To this end EQUISAFE has commissioned DIGITAL SECURITY SAS (SIREN 810570515 RCS Paris) 50 avenue Daumesnil (wwwdigitalsecurityfr) and the audit is scheduled for March 2020
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PART 7 - CUSTODY AND RESTITUTION OF FUNDS AND
DIGITAL ASSETS
1 Monitoring and safeguarding of funds and digital
assets collected
11 Methods for collecting and managing the funds and Digital
Assets collected as referred to in article 712-6 of the AMF General
Regulation
Subscription in legal tender Currencies See Section Subscription to GreenTokens
See also Figure 39 Process of collecting and sequestration of funds in euros
Subscription in Digital Assets See Section Subscription to GreenTokens
See also Figure 40 Process for collecting and sequestration of Digital Assets
Custody of subscriptions made in legal tender Currencies As long as the cumulative amount of the funds in euros collected on LEMON WAY holding accounts
are less than the Minimum Amount (Soft-cap) the funds collected are held in these accounts
When this amount reaches or exceeds the Minimum Amount (Soft-cap) the funds collected are
h its
authorisations available on the website REGAFI (see Section Euro (EUR) Escrow Account below)
Funds held in escrow remain frozen in accordance with the provisions of this Information Document
and in particular the Section End of subscription period and restitution below
Custody of subscriptions made in Digital Assets Each day and if the equivalent amount observed on one of the public holding addresses at
COINHOUSE reaches or exceeds one thousand (1000) euros (calculated according to the method set
out in Section Exchange Rate) the Digital Assets collected are transferred to the escrow account of
the Depository COINHOUSE CUSTODY SERVICES under Ledger Vault technology (see Section
Bitcoin (BTC) Public Holding Address and Section Ether (ETH) Public Holding Address below)
Practically EQUISAFE reconciles the origin and quantity of the Digital Assets effectively received at
these public holding addresses with the identification information and the White list established by
LEMON WAY EQUISAFE then establishes the release(s) of the authorised transfers to either of the
escrow accounts (BTC or ETH) which is executed by COINHOUSE upon receipt The orphan Digital
Assets are either returned to their original -CFT
Procedure
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This release is a digital file sent daily by EQUISAFE to COINHOUSE This file contains the last name
first name and date of birth of the subscriber the amount effectively received and indicates the status
(White list or not) of this subscription and the confirmed address for any refund
business day
The funds deposited in the escrow account remain frozen in accordance with the provisions of this
Information Document and in particular the Section End of subscription period and restitution below
WPO which holds public holding or escrow addresses positioned in the COINHOUSE environment
never possesses any of the associated private keys
12 End of subscription period and restitution
The release of the escrow accounts is subject to the certification by the Statutory Auditor of the
Amount Effectively Collected
If the Certified Amount is less than the Minimum Amount (Soft-cap Condition of non-achievement
of the Minimum Amount (Soft-cap) then the repayment procedure is followed
If the Certified Amount is greater than the Maximum Amount (Hard-cap) the Condition of exceeding
the Maximum Amount (Hard-cap) is met and the procedure for refunding the excess is followed
As soon as the Soft-cap is reached and after the closing of the Public Token Offering (or in advance
thereof in the event of the Hard-cap being exceeded) the funds and Digital Assets collected are
transfered to WPO by release of the escrow accounts according to the following sequence
Release procedure of the escrow account of the Digital Assets a
Effectively Collected the Depository COINHOUSE will open the Ledger Vault
according to the agreed multi-authorisation procedure and then retrieve the Digital
Assets collected
b Upon presentation of a WPO conversion order the Depository COINHOUSE will
convert all or part of the Digital Assets collected into euros (See Section Foreign
or foreign currencies) and then transfer the amount converted into euros from its
bank account (see Section COINHOUSE current account (EUR)) to the Escrow
c The Depository COINHOUSE will transfer the unconverted collected Digital Assets to
the WPO safekeeping and holding account at COINHOUSE
Procedure for releasing the euro escrow account Upon presentation of the Statutory Auditors certificate attesting to the Amount Effectively Collected
and where applicable after receipt of the Digital Assets converted into euros transferred by the
Depository COINHOUSE funds to the WPO bank
account (see Section WPO current account (EUR))
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13 Identification of holding accounts and escrow accounts to hold
collected funds and Digital Assets
Euro (EUR) Escrow Account The Depository FINAN
below
CIC CREacuteDIT INDUSTRIEL ET COMMERCIAL
IBAN FR76 3006 6107 4100 0208 0642 501
BIC CMCIFRPP
Bitcoin (BTC) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
Ether (ETH) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
COINHOUSE current account (EUR) In the event of conversion of all or part of the Digital Assets collected the Depository COINHOUSE will
transfer the amount converted into euros to the bank account below
FIDOR BANK
IBAN DE82 7002 2200 0020 299 800
BIC FDDODEMMXXXX
WPO current account (EUR) At the end of the uro funds will be paid is as follows
CREDIT COOPERATIF
IBAN FR76 4255 9100 0008 0107 2529 312
BIC CCOPFRPPXXX
14
convert Digital Assets to euros or foreign currencies
The Cryptocurrencies collected during the Public Token Offering will be converted into euros only
after the Public Offering has been completed
21 According to Engagement Letter reference COINHOUSE-20191014 signed on 14092019
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nge rate
applicable to the conversion of at least 80 of that recorded by the bailiff at the end of the Public
Token Offering If when the order is made the difference is greater than 20 the conversion will be
adjourned
By way of exception WPO intends to convert the Digital Assets as soon as possible to have a total
amount collected in euros at least equal to the value of the Minimum Amount (Soft-cap) or
depending on the currency effects as near to this value as possible
Subsequently if all of the Digital Assets collected have not already been converted WPO intends to
convert them cautiously for the purposes of the GreenToken Project in accordance with the
exchange risk management principle set out above
15 WPOs commitment to maintain or implement a monitoring
and safeguard mechanism for the funds and the Digital Assets
collected
The Digital Assets collected during the Public Token Offering and ultimately transferred to WPO
automatically are in part or in full converted into euros (see Section above)
Any balance of the Digital Assets shall be kept at COINHOUSE in accordance with the engagement
letter in place22 (or where applicable at any other custody provider of Digital Assets on behalf of third
parties (DASP) registered by the AMF
2 Refunding of Subscribers
21 Condition of non-achievement of the Minimum Amount (Soft-
cap)
At the closing of the Public Token Offering as shown in the Time frame of the Public Token Offering
the Statutory Auditor certifies the Amount Effectively Collected in euros and the WPO Directorate
records the result of the offering If the condition of non-achievement of the Minimum Amount (Soft-
cap) has been met WPO will return the funds and the Digital Assets collected within sixty (60)
working days from the date of the Statutory Auditors certificate
22 Condition of exceeding the Maximum Amount (Hard-cap)
Each day during the period open for subscriptions at 6pm (Paris time) WPO calculates the interim
value of the Amount Effectively Collected in euros If according to this calculation the Maximum
Amount (Hard-cap) has been exceeded the subscription function on wwwwpoeu will be
immediately suspended by WPO
22 See Note 21 on previous page
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Having anticipated this overrun WPO will then note as quickly as possible as recorded by a bailiff
the exchange ratios of the Digital Assets collected in euros on the Digital Asset exchange platform
chosen for reference23
WPO then notes as recorded by a bailiff the amount of the legal tender currencies and the amount
of the Digital Assets collected and effectively received on the Custodians escrow accounts until the
fifth business day (inclusive) after the day on which the subscription function was suspended
the WPO Directorate records the result of the offering As soon as the condition for exceeding the
Hard-cap is met WPO returns the excess funds and Digital Assets collected within sixty (60) working
days of the date of the Statutory Auditors certificate The excess subscriptions are then repaid in the
order of the last subscriptions effectively received by the Custodians until the value of the Hard-cap
is reached
23 Procedure for refunding the subscribers
This procedure is the same in the event that the condition of non-achievement of the Minimum
Amount (Soft-cap) is met or the condition of exceeding the Maximum Amount (Hard-cap) is met
Case of a subscription in a legal tender currency Throughout the subscription period a subscribers register will be kept by the manager of the
EQUISAFE subscription platform and a payment register will be kept by the LEMON WAY payment
institution which will be reconciled with the statement of the escrow account of the Depository
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends the order of repayments accompanied by the
opinions of the Investment Advisory Committee and the Statutory Auditor to LEMON WAY
who executes it
5- Execution Lemon WAY returns the net euros received from its holding accounts to each
subscriber according to the payment method used on subscription
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber shall
bear all applicable fees and commissions if any by his bank foreign exchange agent etc
23 See Section Exchange Rate
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Case of a subscription in Digital Assets Throughout the subscription period a subscriber register shall be kept by the manager of the
EQUISAFE subscription platform and a register of transfers of Digital Assets received shall be kept by
the Depository COINHOUSE
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends in writing the order of repayments accompanied
by the opinions of the Investment Advisory Committee and the Statutory Auditor to
COINHOUSE who executes it
5- Execution COINHOUSE sends the Net Digital Assets received on its escrow accounts to each
public address recorded at the time of the Registration
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber bears
all applicable fees and commissions if any by its own custody or broking providers etc
24 Foreign exchange risk management at the time of refund
The risk of a change in the exchange ratio of legal tender currencies (other than the Euro) or of Digital
Assets and euros between subscription and redemption is borne by the refunded subscriber
25 Management of risk of incorrect or incomplete address during a
refund
If the information provided for repayment at the time of registration is incorrect or incomplete the
risk of non-repayment is borne by the subscriber However WPO will use its best endeavours (duty
of best endeavours) to correct or complete the address for a reasonable period of two (2) months
following the date of methodological certification of the list of refunds by the Statutory Auditor
26 Address risk management via Digital Asset exchange platform
Repayment is made only to the address used for sending the Subscribers Digital Assets If this
address is the address linked to a Digital Asset exchange platform the refund could be lost and WPO
cannot be held liable Subscribers must take care of organising this themselves in advance with their
provider(s)
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PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS
ANTI-MONEY LAUNDERING AND COMBATING THE
FINANCING OF TERRORISM AND SECURITY
1 Knowledge of subscribers and AML-CFT
Pursuant to article L561-2 7deg ter of the CMF WPO is liable to as an issuer in connection with the
Public Token Offering conduct identification and vigilance measures according to anti-money
laundering and combating financing terrorism regulations (AML-CFT)
In this regard WPO has put in place its AML-CFT Procedure consisting of
bull A system for collecting data regarding identification identity verification and knowledge of
GreenToken subscribers
bull A mechanism for assessing the risk of money laundering and terrorist financing
In this context WPO has outsourced on the basis of article R561-38-2 of the CMF the due diligence
measures to be implemented in connection with the subscription of GreenTokens
In accordance with article L 561-32 I paragraph 4 of the CMF the Money Laundering Reporting Officer
(MLRO) designated for the Public Token Offering holds a high hierarchical position within WPO and
has sufficient knowledge of risk exposure It has also implemented controls over WPO
providers
In this case the MLRO is
hervegagnairewpoeu)
11 Identification and verification of identity
The process of identifying subscribers (KYC and KYB) and the origin of the funds will be carried out
by LEMON WAY at the time of registration (see Figure )
KYC and KYB Process The steps to be followed and the documents to be provided are detailed in the Section Creation of
the User Account
In particular two proofs of identity (with no minimum subscription threshold condition) will be
required and subscribers will be required to sign the request to create the User Account by Advanced
Electronic Signature (see Section Advanced Electronic Signature)
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Acceptance The type of subscribers that do not meet the internal procedures of the Payment Service Provider
LEMON WAY will not be accepted at the payment stage of the subscription platform
subscription presented for collection that is not in compliance particularly with regard to the
completeness of the information provided or with regard to their own AML-CFT provisions (See Figure
39 and Figure 40)
The WPO Directorate will question all third-party providers involved in the subscription process to
ensure compliance with applicable regulations and procedures
12 Risk Classification
The assessment of the level of risk may result from the analysis of the subscriber and the risk approach
in certain cases or from a legal or regulatory presumption (types of legal persons activities or
distribution channels listed by the texts as posing a low risk of money laundering)
RISK EXPLANATION
LOW
Equivalent to the lowest AML-CFT risk It can be shown by the ease by which subscribers are monitored by procedures that are not complex or that generate low flows by simple means by which GreenTokens are acquired (payment in a legal tender currency ) and for low volume (less than 1000 euros) The management of related risks is easy and a simplified due diligence system can be sufficient to manage AML-CFT risks
MODERATE Equivalent to a standard andor average AML-CFT risk corresponding to situations of preferred AML-CFT risk vectors
HIGH A high AML-CFT risk is associated with situations identified as preferred AML-CFT risk vectors
13 Risk assessment criteria
In summary -CFT Procedure provides that
bull the Public Token Offering is aimed at natural and legal persons in France without distinction
bull requests for subscriptionacquisition of GreenTokens from abroad (country of
residenceconstitution) are accepted unless they come from High Risk Jurisdictions China
or the United States of America
bull individuals considered at risk are Politically Exposed Persons (PEP) and those whose
professionactivity is related to real estate telecommunications games associative sector
and arts
The risk criteria categories that will be taken into account in determining the level of vigilance to be
applied are the place of residence professional activity currency of subscription amount invested
an abnormal transaction andor behaviour etc
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Depending on the level of vigilance required the following due diligence will be applied
Figure 37 - AMLCFT Risk Assessment Criteria
VIGILANCE DUE DILIGENCE
SIMPLE Identification (collection of identification documents)
COMPLEMENTARY
Above diligence and
- verification of the activity - advanced identity verification
o Advanced electronic signature o Verification of sanctions lists
- if applicable validation by MLRO
REINFORCED
Above diligence and
- request on the origin of the funds - validation by MLRO - specific PEP due diligence
The following cases will imply a refusal to subscribe
bull Presentation of incomplete illegible or falsified documents
bull Use of an unjustified third-party account
bull Origin of funds in a High Risk Jurisdiction
bull Subscribers using anonymity
bull Subscribers subject to asset freeze
bull Subscribers on certain sanctions lists
Finally further restrictions on the Public Token Offering are set out in the Section Restrictions on the
Public Token Offering in the following section
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Figure 38 KYC Identification and AML-CFT compliance process
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Figure 39 Process of collecting and sequestration of funds in euros
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Figure 40 Process for collecting and sequestration of Digital Assets
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2 Cybersecurity and detection systems for technical
malfunctions
In 2015 WPO set up an IT Systems business unit With eight full-time employees today the team
Since 2018 WPO has taken out a fraud and cybercrime insurance policy with the insurer CNA
covering its data and third-party data including Production Data transiting or storage on its
Information Systems24
business unit25 carried out a security audit by XMCO concerning
an Penetration Test on its Internet-exposed information systems A follow-up audit to check that the
security recommendations had been implemented was conducted in January 2020
WPO has committed to the implementation of an ISO-27001 certification-backed Information
Security Management System with a certification start-up objective in 2020 The scope envisaged will
include the collection of Production Data from wind and solar production sites supervised by WPO
LT)
With regard to the implementation of the Public Token Offering WPO has chosen quality partners
(see Section GreenToken Project Team) operating according to current best practices in the market
bull The subscription processes for the Public Token Offering are entrusted to the care of
establishments or agents approved by the ACPR andor registered with the AMF namely
EQUISAFE LEMON WAY COINHOUSE COINHOUSE CUSTODY SERVICES FINANCIERE
DUZES and CREDIT COOPERATIF Our service providers meet or exceed the safety criteria
required by the regulations
bull The Listing of the Token will be entrusted to the care of SAVITAR which will soon apply for it
to be registered with the AMF SAVITAR is already following current best safety practices in a
highly changing technological context
WPO will conduct Penetration Tests on the Distributed Ledger Technology (DLT) of GreenTokens and
GoCert Consortium Audits are planned prior to the opening of the Tokens Public Offering and follow-
up audits before the issuance of the first tokens and the first certificates respectively
Thereafter annual follow-up audits will also be carried out The audit reports will be shared with the
Investment Advisory Committee
24 Policy reference 10200913 with CNA Insurance Company (Europe) SA dated 01012018 25 XMCO SAS (SIREN 430 137 711 RCS Paris) is certified QSA and is approved to perform PCI DSS compliance and certification audits The company is in the process of being qualified by the ANSSI under the PRIS (Source) rules
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PART 9 - APPLICABLE LAW RESTRICTIONS AND
JURISDICTION
1 Applicable law
This Information Document and any contractual relationship arising from the goods and services sold
clause
2 Restrictions on the Public Token Offering
The GreenTokens have not been and will not be registered in any jurisdiction and the Information
Document has only been the subject of a visa application in France with the AMF and in no other
jurisdiction
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America In this regard WPO has not taken
any action to allow the Offering of GreenTokens to the Public or the distribution of the Information
Document in a jurisdiction other than France Accordingly whether directly or indirectly
GreenTokens will not be offered or sold and the Information Document and any other document
relating to the Public Token Offering may not be distributed or published in any other jurisdiction
that requires WPO andor GreenTokens any authorisation approval or other authority
In particular but not limited to with regard to US law and subject to certain exceptions
GreenTokens may not be offered or sold in the United States of America or to or on behalf of US
US persons of the US Securities Act
S Regulations
Accordingly the Public Token Offering is not carried out in ANY JURISDICTION requiring
Authorisation for WPO GreenTokens or for the Information Document
Finally WPO will not accept any subscription from the 23 High Risk Jurisdictions listed by the
European Commission under the 5th AML-CFT Directive
3 Competent courts in the event of a dispute
operating period as a business or during its liquidation between
WPO and the GreenToken subscribers or between the subscribers themselves regarding the rights
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4 Tax regime applicable to the holding of GreenTokens
in France for French subscribers
41 Value Added Tax (VAT)
WPO filed an advance ruling request on 27 June 2018 This request received a response on 26
December 2018 from the Directorate-General for Public Finance (DLF)
From this letter it follows that the initial sale of GreenTokens does not result in VAT being due
However when the GreenTokens purchased are used by their beneficiaries to obtain a single property
or service from WPO the transaction will be subject to VAT in accordance with Article 256 of the
General Tax Code under the conditions of ordinary law The tax shall then become payable under the
conditions applicable to the underlying transaction subject to the rules of territoriality of the tax
42 Taxes on income or profits (French tax residents)
The rules set out below concern the tax treatment in the event of success of the Public Token
Offering
Natural person subscriber
Subscriber engaged in the purchasesale of Digital Assets on an occasional basis
Pursuant to Article 150 VH bis of the French General Tax Code and the administrative doctrine each
tax household is subject to income tax in respect of transfers for consideration of Digital Assets carried
out during a tax year by the members of the tax household
The transfer must have for consideration a price expressed in legal tender currency property or
service Exchanges of Digital Assets without payment of a cash balance are subject to a deferment of
taxation
In respect of each transfer transaction the gain or loss is equal to the difference between on the one
hand the sale price and on the other hand the product of the total purchase price of the entire
portfolio of Digital Assets of the members of the tax household and the quotient of the price of the
assets sold over the aggregate value of the Digital Assets held by the members of the tax household
on the date of the transfer
The purchase price is therefore determined in the form of a fraction of the total purchase price of the
portfolio of the members of the tax household corresponding to the sole assets sold This total
purchase price must be reduced by the fractions of cost prices used when determining the capital
gains or losses of previous transfers
For more details on these calculation methods see administrative doctrine
A gains are offset against the losses of the same year at the tax household level and in the
event of a net gain the tax is 30 of the gain (128 in respect of income tax and 172 in respect of
social security contributions plus where applicable the exceptional tax on high income) The net loss
is neither chargeable to capital gains of any other type nor chargeable on the net gains from the sale
of Digital Assets in the following years
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Furthermore transfers made by the tax household whose total price does not exceed an annual
threshold of 305 in a year are exempt
It is also necessary to ensure compliance with all reporting obligations prescribed by law and in
particular the obligation to declare at the same time as the tax return references to the Digital Asset
accounts opened held used or closed abroad
Subscriber engaged in the purchasesale of Digital Assets on a regular basis
Natural persons who carry out transactions in the sale of Digital Assets on a regular basis are subject
to the rules governing the taxation of professional profits According to the administration the normal
or occasional performance criteria of the activity result from the examination on a case-by-case basis
of the factual circumstances in which the purchase and resale transactions are carried out the
deadlines separating the dates of purchase and resale the number of digital assets sold the
conditions of their acquisition etc
For a company subscriber liable for corporation tax
From an accounting perspective
Regulation No 2018-07 of 10 December 2018 of the Accounting Standards Authority (ANC) provides
that where a company owns by subscription or acquisition tokens that do not have the
characteristics of financial securities financial contracts or cash orders for the purpose of using the
services or associated assets and that are expected to be used beyond the current financial year
these tokens constitute intangible depreciated and impaired fixed assets
Where a company owns by subscription or acquisition tokens that do not have the characteristics of
financial securities financial contracts or cash orders without the intention of using the associated
services or the delivery of the related assets these tokens are recorded in the account number 5202
counterpart to transitional accounts under assets on the balance sheet in the event of an unrealised
loss and under liabilities on the balance sheet in the event of an unrealised gain In the event of an
unrealised loss a provision for risk is made
Tokens recognised as intangible assets of an unspecified period of use may be transferred on a final
basis into tokens held when the expected use of the associated services or goods no longer exists
The transfer is recognised for its net book value No tokens held may be transferred to fixed assets
(account 5202)
The capital gains and losses on disposal of the tokens held are calculated using the first in - first out
method (FIFO) or where applicable the weighted average cost of acquisition (WAC) and are
recorded as the case ma or in
Net expenses on disposals of tokens
From a tax perspective
In the absence of a derogation provided for in the tax texts the tax treatment in respect of income
tax should follow the accounting treatment If the token is sold the treatment of the gain or loss
should follow the ordinary tax treatment
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PART 10 - DECLARATION
I certify after taking all reasonable measures for this purpose that the information contained in the
Information Document is to the best of my knowledge in conformity with the reality and does not
contain any omission likely to alter the scope thereof
In Paris on 12 Mai 2020
Bartheacuteleacutemy Rouer
Chairman
WPO SAS
Duncan Levie
Managing Director
WPO SAS
Alexandre BERTRAND
Managing Director
WPO SAS]
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PART 11 - GLOSSARY
2FA Means Double-Factor Authentication Method by which a
user can access a computer resource (a computer a smart
phone or a website) after having submitted two separate
proofs of identity to an authentication mechanism In this
case WPO will use Microsoft Authenticator
ACPR The Prudential Supervision and Resolution Authority is an
institution within Banque de France responsible for the
supervision of the activity of banks and insurance
companies in France
Advanced Electronic Signature Means an electronic signature which meets the
requirements of Article 26 of the European eIDAS
Regulation of 1 July 2016 ie (a) is unequivocally linked to the
signatory (b) identifies the signatory (c) has been created
using electronic signature creation data that the signatory
may with a high level of confidence use under his sole
control and (d) is linked to the data associated with that
signature so that any subsequent modification of the data
is detectable
AIB - Association of Issuing Bodies Means the pan-European body responsible for the
promotion of the European Energy Certification System
-registration of certificates
AMF Means the Autoriteacute des Marcheacutes Financiers which is a
French financial institution and an independent
administrative authority whose mission is to ensure the
protection of savings invested in financial instruments
investor information and the proper functioning of financial
instruments markets
AML-CFT Means all the legal and regulatory provisions of Anti-Money
Laundering and Combating the Financing of Terrorism
including Directive (EU) 2015849 of the European
Parliament and of the Council of 20 May 2015 on the
prevention of the use of the financial system for the purpose
of money laundering or terrorist financing as amended
by Directive (EU) 2018843 of the European Parliament
and of the Council of 30 May 2018 (the 5th AML-
CFT Directive) Order No 2016-1635 of 1 December 2016
reinforcing the French system of Anti-Money Laundering
and Combating the Financing of Terrorism Decree No 2018-
284 of 18 April 2018 reinforcing the French system of Anti-
Money Laundering and Combating the Financing of
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Terrorism and Order No 2020-115 of 12 February 2020 and
Decrees No 2020-118 and 2020-119 of 12 February 2020
transposing the 5th AML-CFT directive
AML-CFT procedure Procedure established by WPO and implemented by WPO
and its service providers as part of the AML-CFT due
diligence provided for in the Information Document
Amount Effectively Collected Means the sum expressed in euros of the amounts
collected in legal tender currency and the amounts
collected in Digital Assets during the subscription period for
the Public Token Offering as defined in the Section Amount
Effectively Collected
ANC Means the Autoriteacute des Normes Comptables the main
accounting standardization body in France since 1 January
2010
ANSSI Means the Autoriteacute Nationale de la Seacutecuriteacute des Systegravemes
Information which is a French Department with national
competence in charge of IT security
Artificial Intelligence Refers to all the theories and techniques used to create
machines capable of simulating intelligence It comprises
methods of solving problems with high logical or
algorithmic complexity
Big Data Means sets of data that become so large that they exceed
the intuition and human analytical capabilities and even
those of traditional database management or information
tools
Bitcoin Means a Cryptocurrency whose code is BTC
Blockchain See Distributed Ledger Technology (DLT)
Brexit Refers to the proposed exit of the United Kingdom from the
European Union initiated following the UK referendum of
23 June 2016
Certificate Markets Means the various regulated markets of energy certificates
(eg Guarantees of Origin energy savings certificates
erasure certificates capacity certificates etc) or private
initiative labels which can be traded on a continental
national or regional basis
CMF Means the French Monetary and Financial Code
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Contract Means an agreement for the subscription or purchase of
GreenTokens from WPO
Cryptocurrency Means Digital Assets falling within the scope of the
qualification of digital representation of a value that is not
issued or guaranteed by a central bank or a public authority
which is not necessarily attached to a currency having legal
force and which does not have the legal status of a currency
but which is accepted by natural or legal persons as a
means of exchange and which may be transferred stored
or exchanged electronically within the meaning of article
L54-10-1 2deg of the CMF
DAG Refers to Blockchain technologies using oriented acyclic
platforms where the need is high-speed or connected
DASP Means a Digital Assets Service Provider whose status and
activity are regulated by the PACTE Law and Decree No
2019-1213 of 21 November 2019
Data Lake Means a method of storing data used by Big Data This data
is kept in their original formats or undergo very little
processing
DepositoriesCustodians Refers to FINANCIERE DUZES andor COINHOUSE in their
capacity to receive the funds andor Cryptocurrencies
subscribed to the Public Token Offering on escrow
accounts
Digital Assets Means the intangible assets in digital form referred to in
article L54-10-1 1deg and 2deg of the CMF
Distributed Ledger Technology
(DLT)
IT system enabling the creation registration and transfer of
Digital Assets within the meaning of article L54-10-1 of the
CMF also referred to as Blockchain or Distributed Ledger
or DLT and whose acronym in French is DEEP (Dispositif
Electronique ageacute)
DLF Department of Tax Law of the French Ministry of Economy
and Finance (MINEFI)
EBITDA Means earnings before interest tax depreciation and
amortization
Ecological Transition Means changing towards a new economic and social
model a sustainable development model and changing
ways of consuming working and producing to address the
following environmental issues climate change
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accelerated loss of biodiversity increased environmental
health risks and scarcity of resources
End to End A solut
offers all the software and hardware components required
to meet the needs of a customer
Energy Transition Means a profound structural change in how energy is
produced and consumed It is one of the components of the
Ecological Transition It results from technical
developments prices and the availability of energy
resources but also from a political will of governments and
populations businesses etc that want to reduce the
negative impacts of this sector on the environment Various
government institutions and NGOs have offered different
definitions and energy transition scenarios The scenarios
envisaged often consist of moving from the current energy
system based on the use of non-renewable resources to an
energy mix based primarily on renewable resources This
involves alternatives to fossil fuels limited and non-
renewable resources (human time scales) In Western
Europe the majority of scenarios also plan to gradually
reduce the use of fissile fuels (radioactive materials such as
uranium and plutonium) and replace them with renewable
energy sources for almost all human activities (transport
industry lighting heating etc)
ERC20
Ethereum network
Ether Means a Cryptocurrency whose code is ETH
Ethereum Means a Distributed Ledger Technology (DLT) support
network of Ether
Euro Means the currency of the economic and monetary union
whose code (ISO 4217) is EUR
Exchange Rate Means the conversion rates to the Euro applicable to
currencies or Digital Assets collected on the Public Token
Offering as defined in the Section Exchange Rate
Exchange Value Means the price of the GreenToken exchanged between
participants on a Digital Asset exchange platform It will be
determined at the level where supply meets demand The
Exchange Value is the average of transaction prices over a
period or number of representative transactions at a given
time
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Executive Committee (ExCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the functional
directors of WPO
FIFO Means First in - First out
Gas Means for each transaction executed on a Distributed
Ledger Technology (DLT) its cost which is expressed in a
number of Gas units Each transaction that a Smart
Contract contains has a defined Gas value
GDPR Means European Regulation No 2016679 known as the
General Data Protection Regulation which constitutes the
reference text for the protection of personal data It
strengthens and unifies data protection for individuals
within the European Union Its provisions are directly
applicable throughout the 28 Member States of the
European Union as from 25 May 2018 The main objectives
of the GDPR are to increase both the protection of
concerned data subjects by processing their
personal data and the accountability of data controllers
General Terms and Conditions of
Use (or GCU)
Refers to the conditions of use of GreenTokens The General
Terms and Conditions of Use constitutes a Contract
Gigabyte Measuring unit (unit symbol GB) equivalent to 1024
megabytes (MB) or 230 bytes (1073741824 bytes) of
memory space of a computer or optical or magnetic disk
Gigawatt Gigawatt (symbol GW) is a power unit that designates one
thousand Megawatts
Gigawatt hour Gigawatt hour (symbol GWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a Gigawatt ie a thousand megawatt hours
GoCert Means the private production certificate issued by WPO for
one megawatt hour produced from renewable energy
sources
GoCert Consortium Means the consortium Distributed Ledger Technology
(DLT) a private partially decentralized and shared
-
to jointly manage the business processes of GoCert
certificates where each partner has a network node in its
infrastructure and a sufficient number of nodes must
validate the transactions so that a block is added to the
chain In the case of the WPO Project the GoCert
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Consortium participants will be in the number of thirty
composed of the Certificate Markets participants (eg
national registry managers) andor any other entity co-
opted by the participant community acting in the capacity
of the GoCert Consortium authority in other words its
directors at the same time as WPO Participants will be paid
in GreenTokens
GreenToken Means the Utility Token issued by WPO whose code is GTK
GreenToken Network Means the network of partners of the professional
ecosystem of Renewable Energy who will also accept the
GreenToken as a means of accessing and exchanging their
own goods and services
Guarantees of Origin Means a monitoring tool defined in Article 15 of the
European Directive 200928EC of April 2009 (RED I) A
Guarantee of Origin identifies electricity produced from
renewable sources to inform end users of the source of their
energy In particular a Guarantee of Origin is a green
electronic or follow-up document that guarantees that a
megawatt hour of electricity has been produced from
renewable energy sources Guarantees of Origin are traded
Guarantees of Origin are standardized by the European
EECS
of Intergovernmental Bodies (AIB)
Hard-cap Means the maximum amount to be collected during the
million
High-Risk Jurisdiction List of third countries identified by the European
Commission under the 5th AML-CFT Directive which WPO
will not accept (1) Afghanistan (2) American Samoa (3)
Bahamas (4) Botswana (5) North Korea (6) Ethiopia (7)
Ghana (8) Guam (9) Iran (10) Iraq (10) Libya (12) Nigeria (13)
Pakistan (14) Panama (15) Puerto Rico (16) Samoa (17) Saudi
Arabia (18) Sri Lanka (19) Syria (20) Trinidad amp Tobago (21)
Tunisia (22) US Virgin Islands (23) Yemen
HSEQ Means the areas of expertise activities or professional
regulations controlling aspects of professional risks within
the company in order to lead to an integrated management
system relating to Hygiene Safety Environment and
Quality As such the HSEQ officer is responsible for ensuring
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the safety of staff training in prevention compliance and
reliability of facilities in the company
Identified Person Means WPO SAS its affiliates their officers employees
agents subcontractors data controllers service providers
and respective advisers
Information Document Means this document entitled Blockchain Technology
Servicing the Energy Transition and Renewable Energy
drafted and published by WPO prepared in accordance
with article 712-2 of the AMF General Regulation and AMF
Instruction DOC-2019-06 presenting the WPO GreenToken
Project and associated risk factors
Information Systems Means the various information systems of WPO hardware
and software necessary for End-to-End traceability of the
Production Data from the sites where the wind and solar
farms are installed and for their monetisation using
Distributed Ledger Technologies
Investment Advisory Committee Created in 2019 the WPO Advisory Investment Advisory
Committee also called the GreenToken Advisory Board is
responsible for steering the governance of the GreenToken
Project
IoT (Internet of Things) Means the Internet of connected objects which is the
interconnection between the Internet and objects places
and physical environments The name refers to an
increasing number of objects connected to the Internet
allowing communication between our so-called physical
property and their digital existences
ISP Means investment services providers investment firms and
credit institutions that have been authorised to provide
advice the approval is
issued by the ACPR which maintains the list of approved
service providers
KYB (Know Your Business) Means the identification process to know the client (legal
person) before starting a business relationship included in
the AML-CFT controls For WPO this is an approach to verify
the identity of its clients and assess the potential risks of
concealment or fraud before authorizing the business
relationship
KYC (Know Your Customer) Means the identification process to know the client
(individual) before starting a business relationship included
in the AML-CFT controls For WPO this is an approach to
verify the identity of its client and assess the potential risks
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of concealment or fraud before authorizing the business
relationship
Ledger Vault Commercial solution for the custody and management of
multiple-authorised Cryptocurrency portfolios developed
by Ledger SAS
Lock-up In general refers to a lock-up period of funds In this case
means the period beginning on the Token Listing Date
during which an owner undertakes not to transfer its
GreenTokens
Machine Learning algorithms Machine learning (or statistical learning) is a field of study of
Artificial Intelligence which is based on mathematical and
statistical approaches to give computers the ability to
learn from data ie to improve their performance to solve
tasks without being explicitly programmed for each
Management Committee Provided for by WPO articles of association established in
2008 the Management Committee contributes to the
composed of the
Executive Committee and the Operating Committee
Market Share Means the ratio between the capacity (in Megawatts)
supervised by WPO and the capacity installed in a country
expressed as a percentage
Megawatt hour Megawatt hour (symbol MWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by one megawatt
Minimal Viable Consortium See Minimal Viable Product
Minimum Subscription Threshold Means the minimum amount (in euros) below which it is
not possible to purchase GreenTokens in the Public Token
Offering The Minimum Subscription Threshold is set at 100
euros
Minimum Viable Product Means a rapid product or feature development strategy In
the case of the Project the Minimum Viable Product takes
it
must have all the characteristics of the finished consortium
which are not only achieved in their entirety (Feasibility
Design UX Functionality) We speak in English of Minimum
Viable
Multi-authorisation procedure Procedure established and implemented by the Depository
COINHOUSE as part of the removal of the receiver who
collected the Cryptocurrency during the Public Token
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Offering and detailed in Appendix 2 of the engagement
letter between COINHOUSE and WPO The number of
authorised persons is three an authorised representative of
the WPO Directorate an authorised representative of
COINHOUSE and a third party representative outside WPO
such as the Chairman of the Investment Advisory
Committee
Nominal Value Means the price of the GreenToken sold by WPO to its
traditional clients as part of the Services-For-Data Before
the Token Listing the Nominal Value is equal to one (1) euro
After the Token Listing the Nominal Value is the maximum
between one (1) euro and the Exchange Value
Operational Committee (OpsCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the operational
managers of WPO
Oracle Means a physical component a measuring device that is
part of a computer network transporting information from
the physical world to a Smart Contract It creates the link
between the physical world and a Blockchain that Smart
Contracts browse and allows these contracts not to be
limited to information internal to the Blockchain
Penetration test Means a method of testing the security of an information
system or an IT network generally consisting of analysing
the infrastructure of a computer network in order to
simulate the attack of an ill-intentioned user or even of a
malware
PEP (Political Exposed Persons) Means a person exercising (or having exercised) a high
public service or who is intimately associated with such a
person Because of this function and the influence they may
have there is a high risk that PEPs may be involved in
corruption
POC (Proof of Concept)) Means proof of concept (or proof of feasibility) ie a
concrete and preliminary short or incomplete
experimental achievement illustrating a certain method or
idea in order to demonstrate its feasibility
Power Purchase Agreement Means a contract between an energy producer and an
energy buyer See also Corporate Power Purchase
Agreement (PPA)
Private Token Sale Sale of GreenTokens by WPO to private individuals or
companies who buy them outside the framework of the
Public Token Offering
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Production data Means all raw data relating to the measurement of energy
production by the facility supervised by WPO including
SCADA data and all production data provided by
maintenance companies and all production data provided
by distribution and transmission system operators
Production event Means a measurable event in the form of any data
metadata andor contextual data or time series andor
aggregate thereof occurring during the production of
energy from renewable sources eg a megawatt hour
Project (or GreenToken Project) Means the WPO project consisting of issuing GreenTokens
and GoCert certificates private production certificates to
contribute to creating the conditions of trust in renewable
energies and the Energy Transition and as set out in the
Information Document
PSP Means a Payment Service Provider whose status and
activity are regulated
Public Token Offering Means WPOs financing transaction for the issuance and
sale to the public of GreenTokens as described in the
also
Quantity Means the total fixed and definitive amount of
GreenTokens to be issued by WPO at the end of the Public
Token Offering ie 15 million units
RCS Means the Trade and Companies Register the service kept
by the registry of the Commercial Court which lists all
companies registered in France It compiles data on legal
entities (identification number share capital form and
company name creation date) and on natural persons who
carry on a commercial activity
RE100 Private initiative launched at the United Nations Secretary-
participation of 13 major companies today brings together
more than 200 companies around the world Representing
a total annual electricity consumption of around 220
terawatt hours they committed to supplying 100
renewable electricity by 2050
REGAFI Means the register of financial agents kept by the ACPR-
Bank of France available at wwwregafifr
Registration Means the public registration procedure on the Public
Token Offering on the WPO online subscription platform
and carried out by EQUISAFE in advance of any subscription
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to the GreenTokens This procedure implies in particular
the creation of the User Account
REMIT Means European Regulation No 12272011 on the integrity
and transparency of wholesale energy markets
Repowering Replacement of equipment with new production
equipment of different characteristics
Reserve Means the allocation of GreenTokens held by WPO upon
issuance and intended to satisfy the mandatory demand for
Services-for-Data GreenTokens
Retrofitting Optimization of production equipment by adjustments or
the addition of improved components
Revamping Replacement of part of the components of the production
equipment or replacement of such equipment with the
same
SaaS (Software As a Service) Means a business operating model of software in which the
software is installed on remote servers rather than on the
users machine Clients do not pay a user licence for a
version but freely use the online service or more generally
pay a subscription licence
SCADA Means the system of control and retrieval of data (or
teleprocessing ) installed at wind and solar sites
Services-For-Data Major commercial and contractual innovation
implemented in the summer of 2018 WPO has the right to
traditional services In order to balance the model the
obliged
certified goods and services
Smart Claim Means WPOs commercial and contractual innovation
providing reliable contractual solutions for insurance claims
through Distributed Ledger Technology (DLT) The name
results from the synthesis between Smart Contract and
Claim
Smart Contract Means an IT protocol that facilitates checks and executes
the negotiation or performance of a contract or makes a
contractual clause unnecessary (as attached to the Smart
Contract) Smart Contracts generally have a user interface
and emulate the logic of contractual clauses which can
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therefore be partially or completely self-executed or
executed for validation or both
Smart PPA Means WPOs commercial and contractual innovation
providing reliable contractual solutions for the purchase
and sale of electricity between producers and buyers of
electricity production through the Smart Contracts of its
Distributed Ledger Technology (DLT) The name results
from the synthesis between Smart-Contract and Power
Purchase Agreement
Soft-cap Means the minimum amount to be collected during the
subscription peri
million
Subscription price Means the sale price of the GreenToken set for the Public
Token Offering The subscription price of the GreenToken is
fixed at 095 euros before any additional discount(s)
Target See Target Amount
Target Amount Means the amount WPO wishes to collect during the Public
Token Offering ie
Terawatt hour The terawatt hour (symbol TWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a terawatt ie one million megawatt hours
Tezos Means Cryptocurrency and the underlying computer
protocol (network) whose code is XTZ
Means the date of admission and first listing of the
GreenToken to a Digital Asset exchange platform
Tokenisation Means the evolution of the business model of WPO and its
professional ecosystem consisting of issuing GreenTokens
which the company will accept in exchange for its goods
and services including GoCert certificates
Transfer (n and v) Means the deed of assignment contribution donation
other by which a GreenToken or a GoCert certificate is
transferred to a third party as defined in the General Terms
and Conditions of Use
URSSAF In France organisation comprising of private bodies
responsible for a public service mission falling within the
regime
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User Account Means the personal account of a subscriber as provided for
in the General Terms and Conditions of Use
Utility Token Means any intangible asset representing in digital form
one or more rights that may be issued registered stored or
transferred by means of a Distributed Ledger Technology
(DLT) that allows the direct or indirect identification of the
asset owner referred to in article L54-10-1 1deg of the CMF
Utility Value Means the price of the GreenToken redeemed by WPO
Before the Token Listing the Utility Value is equal to the
Nominal Value After the Token Listing the Utility Value will
be the lower of one (1) euro and the Exchange Value
VAT Means the Value Added Tax applicable in France
Vesting Means the commitment to purchase GreenTokens from
WPO in respect of the Private Token Sale for a single
purchase (these are then referred to as Simple Vesting) or
in periodic purchases (these are then referred to as Multi-
annual Vesting)
White label Means a service or product designed by a company which
other companies rebrand and sell under their own brand In
the case of the GreenToken Project WPO will produce
GoCert certificates that it will provide to the operators of the
Certificate Markets who will distribute them under their
own brand and official designation without reference to the
WPO brand or the name GoCert
WPO Dashboard Means the secure and bespoke application for
teleprocessing and organisation of performance views of
large portfolios of power generation plants from renewable
sources Developed by WPO WPO Dashboard allows for the
real-time monitoring of production technical and financial
performance and changes in the health status of renewable
energy assets
WPO Directorate Means the corporate officers chairman and managing
directors of WPO
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14 Shareholder structure
WPO is
bull 85 owned by PAMIR HOLDING SARL itself owned by Bartheacuteleacutemy Rouer (LinkedIn)
bull 1325 owned by DALCO HOLDING SARL itself owned by Duncan Levie (LinkedIn)
bull 175 owned by EVGAN SAS itself owned by Alexandre Bertrand (LinkedIn)
15 WPO subsidiaries
WPO wholly owns (100 ) several subsidiaries
bull Germany WPO DEUTSCHLAND GMBH
bull Ireland WPO IRELAND LTD
bull United Kingdom WPO UK SERVICES LTD
bull Sweden WPO SVERIGE AB
16 Structure of WPO Group
Figure 1 Structure of WPO Group and its owners
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17 Our history
The current history of WPO begins in 2008 but its roots go back to 1992 the date of the Rio de
Janeiro Earth Summit and the founding of Wind Prospect the renowned multinational wind energy
business
Figure 2
2020 GreenToken Public Offering approved by the AMF
2019 We service over 600 project sites in 12 European countries
We are located in 28 regional offices and service points
52 GW under service
2018 10th anniversary of WPO
Launch of the GreenToken Project
35 GW under service
2017 The company becomes WPO Group
29 GW under service
2016 Sweden office opens
19 GW under service
2015 Merger of Wind Prospect Operations Ltd and Wind Prospect SAS
We operate from 22 regional offices and service points
10 GW under service
2014 Germany office opens
Launch of the Inspection and Insurance Broking business streams
2013 Seven local service points open in French regions
2012 Wind Prospect SAS becomes an affiliate of Wind Prospect Group Ltd
Pamir Holding SARL takes control
2011 Launch of the Solar business stream
2010 Incorporation of Wind Prospect Operations Ltd - United Kingdom amp Ireland
Founding Partner Duncan Levie
2008 Incorporation of Wind Prospect SAS - France
Founding Partner Bartheacuteleacutemy Rouer
2007 Launch of operations in France (mainly Advisory Services) from Wind Prospect Ltd
2005 Ireland office opens
2000 Australia office opens
1997 Wind Prospect formally established in the UK (Bristol)
Founding Partners Euan Cameron and Colin Palmer
1992 Cons nd wind farm by Euan Cameron and Colin Palmer
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18
Figure 3 WPO
WPO Group Certified consolidated accounts
In thousands of euros (1) 2016 2017 2018 2019
Revenue 6502 6939 6847 6507
Sale of GreenTokens (2) - - - 216
EBITDA 430 313 (304) 473
Operating profit or (loss) 365 184 (467) 312
Profit or (loss) for the year 230 311 (467) 338
Equity 1389 1767 1309 1670
Average number of full-time
equivalent employees (FTE) 61 74 78 73
RevenueFTE 107 94 88 90
Notes
(1) 2019 consolidated revenue is made up of approximately 55 euros (EUR) 35
pounds sterling (GBP) and 10 Swedish krona (SKR)
(2) Sales of GreenTokens are accounted for as deferred income and not as revenue (see Section
)
19 Our distinctions
WPO has been the leading independent provider of Asset Management Services in France for the
past seven years2 and more recently in Luxembourg Finland Sweden the UK and Ireland
Our estimated average market share is 73 in these markets
WPO is listed in the Financial Times FT1000 - stest Growing Companies 2017 ranking
2 Source France Energie Eolienne - Energy annual reports 2013-2019
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110 Our orderbook
More than 85 of our revenue is recurring
Our secured order book amounts to 216 million euros ie the equivalent of more than three years of
revenue3
In 2019 orders for GreenTokens reached the invoiced and paid amount of 216000 euros For the 2020-
29 period contractual commitments to purchase GreenTokens reached 16 million euros and the
options to purchase GreenTokens reached 14 million euros (see Section Sales)
Supported by the strong growth of the renewable energy sector and our Services-For-Data business
innovation orders have increased by 27 over the past twelve months ie one gigawatt of added
capacity in Europe and overseas
Figure 4 Renewable Power Capacity serviced by WPO
111 Our brand name
An acronym for Wind Prospect Operations the three letters of our current name simply WPO
continue to proudly recall our pioneering roots Today they also refer to strong constitutive elements
of who we are and our mission We sincerely believe that the essence of our work is to help make the
world a better place by ensuring the delivery of reliable clean and sustainable energy in a word
positive
in the business of positive
112 Our experience
ble assets under management has grown to comprise
nearly two thousand wind turbines 12 million photovoltaic modules and 360 project companies Real-
time supervision of these power plants is the bedrock of our experience
At the crossroads of the renewable energy and green finance ecosystem in Europe we have advised
3
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of wind and solar power projects at all stages of maturity On site each year WPO performs 1000
technical inspections and 500 expert inspections for commissioning and end-of-warranty purposes
and carries out occasional on-site audits
The average availability of European assets managed by WPO is 39 greater than those managed
by third parties4 For our clients this performance represents a cumulative additional income of seven
million euros per year
113 Our team
We are driven by our desire to contribute to the Energy Transition together
Our 73 employees are based in Paris Manchester Dublin Stockholm and Frankfurt and in over
twenty additional service points across Europe All of whom are experienced professionals whose
skills integrity and commitment are fully recognised
Figure 5 Expertise at WPO
The WPO team is managed by a Management Committee a group of the most senior professionals
activities
If our experience and technical expertise are the pillars of our success the safety of our operations is
its keystone
In 12 years we have not experienced any major accident relating to our teams on site and the assets
under our supervision a source of pride and a mark of quality for our team and our clients
4 Automatic algorithmic calculation on all wind installations monitored in Europe by WPO defining a non-contractual average technical and energy availability on 18 Nov Lake)
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114 Where we are in Europe
Figure 6 Wind and solar sites serviced by WPO
Figure 7 WPO offices and service points
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115 Our clients
Our clients are the major players in the renewable energy sector owners investors lenders insurers
and reinsurers The activities of many of them are regulated and overseen by the European or North
American financial authorities
Some of our clients have been placing their trust in us for more than ten years Other clients trust us
to the point where they appoint us as executive officers (chairmen or directors) for their operations
In turn we trust them by accepting these responsibilities
116 Our references
Figure 8
INVESTMENT FUNDS
123 INVESTMENT MANAGERS GOODYIELDS CAPITAL
ACCESS CAPITAL PARTNERS GRAVEL CAPITAL
ACOFI GREENCOAT CAPITAL
ALLIANZ CAPITAL PARTNERS HG CAPITAL
ALLIANZ GLOBAL INVESTORS JOHN LAING
AREAM RENEWABLES KGAL INVESTMENT MANAGEMENT
AXA PRIVATE EQUITY (ARDIAN) MARGUERITE FUND
BLACKROCK RENEWABLES INVESTORS MEAG MUNICH ERGO ASSET MANAGEMENT
BLUE ENERGY NTR
BNP CLEAN ENERGY PARTNERS (GLENNMONT) OBTON
DYNAMIC CAPITAL OCTOPUS INVESTMENTS
CDC INFRA OFI-INFRAVIA
EWC GROUP CAPITAL PREMIUM
COILLTE QUAERO CAPITAL
CREDIT AGRICOLE ASSURANCES RESONANCE ASSET MANAGEMENT
CUBICO SUSTAINABLE INVESTMENTS PRIVATE INVESTMENT BANK
DIF - DUTCH INFRASTRUCTURE FUND SAMFI-INVEST
DOWNING TREIS PARTNERS (MANOR)
ENCAVIS TRUFFLE CAPITAL
EUROFIDEME 2 (MIROVA) TTR ENERGY
FORESIGHT GROUP WHEB INFRASTRUCTURE
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DEVELOPERS
ABO WIND NORDEX
AREVON ENERGY OVERALL RP
ARKOLIA ENERGIES SUN DEVELOPMENT
ENO ENERGY VELOCITA
ENERGIETEAM VENTO LUDENS
FORSA ENERGY VOLKSWIND (AXPO)
FUTUREN (EDF) WIND CLUSTER
INVENERGY WPD WPD OFFSHORE
ENERGY AND ELECTRICITY COMPANIES
BADENOVA EWZ - ELEKTRIZITcurrenTSWERK DER STADT ZUumlRICH
BKW GEgraveCTRIC
EDGE NA MONA GEG - GAZ ELECTRICITE DE GRENOBLE
CNR NATIONAL HRONE COMPANY IWB - INDUSTRIAL WERKE BASEL
EDP RENEWABLES TOTAL QUADRAN
EKZ RENEWABLES SERGIES
ENGIE GREEN ENGIE SOLAR SHELL NEW ENERGIES
EOS - ELECTRICITY OUEST SWITZERLAND STEAG - STEINKOHLEN-ELEKTRIZITAumlT AG
BANKS amp ADVISORY
BARCLAYS KFW IPEX
BNP PARIBAS MACQUARIE
BPIFRANCE MUFG - MITSUBISHI UFJ FINANCIAL GROUP
CAISSE DEPARGNE NATIXIS (BPCE ENERGIEECO)
CM-CIC NORD LB
COMMERZBANK RBS - ROYAL BANK OF SCOTLAND
AGRICULTURAL CREDIT SAAR LB
CREDIT COOPERATIF SOCIETE GENERALE
HCOB (HSH NORDBANK) TEVALI PARTNERS
LAZARD FRERES transaction R (ROTHSCHILD amp CO)
LLOYDS TRIODOS BANK
ING ULSTER BANK
INDEPENDENT PRODUCERS
AALTO POWER INNERGEX RENEWABLE ENERGY
AKUO ENERGY LEGENDRE ENERGIE (ARMORGREEN)
ATALANTE ENERGIES NEOEN
BORALEX OEKOSTROUM
EDD (ECO DELTA DEVELOPMENT) STABEDIX
SPECIAL ENERGY (ENERCOOP) TAALERI ENERGIEIA
FALCK RENEWABLES THRIVE RENEWABLES
REGIONAL PLAYERS amp MIXED ECONOMY COMPANIES
WIND ASSET SEM NIEVRE ENERGIES
BEGAWATT SICECO
CITEOLE REGISTERED OFFICE 27
EOLYS SIPENR
SEM RENEWABLE ENERGY SITE IN OUAGADOUGOU
SDESM ENERGIES WEST ENERGIES
Figure 8
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117 Our historical services
Asset Management Services As a private adviser and asset manager for world-renowned clients our team ensures the safety and
optimum performance of their assets through the expert resources we deploy 247365 adjacent to
their sites in Europe
bull Health safety and environment management
bull Technical and performance management
bull Commercial management and supplier contracts
bull Continuous monitoring and management of production facilities
bull Management of on-site activities
bull Management of stakeholders residents and public relations
bull Hosting and analysis of Production Data
bull Administrative and financial management
bull Management of credit agreements
bull Management of insurance policies and claims
bull Management of contracts for the purchase and sale of energy certificates and capacities
bull Management of REMIT obligations
bull Directorship mandate
Specialised Services We also provide a range of independent bespoke technical services at key points in the life cycle of
wind farms and solar installations Our experts advise our clients on the purchase sale financing and
refinancing of the assets on acceptance for guarantee purposes and on renewal of agreements
bull Technical due diligence
bull Tendering and procurement
bull Performance analysis
bull Post-construction wind amp solar energy capacity studies (recalibration)
bull Negotiation of contracts (equipment supply contract Operation amp Maintenance contract
aggregation contract etc)
bull Strategy to extend the life of production plants (Repowering Revamping or Retrofitting)
bull Audit inspections and technical measures (building oversight acceptance of works and
drawing up list of reservations inspection and end of warranty study video-endoscopy
inspection of blades and measurement of the angle of inclination electrical testing of
generators thermography etc)
bull Audit and Inspection of health safety and environmental controls
bull Advice on aggregation and trading of electricity
bull Insurance broking
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2 GreenToken Project Team
21 Our Executive Committee
The members of our Executive Committee are invested in the GreenToken Project Each of them
brings their experience know-how and particular expertise to ensure its success Client Relations
Technical Operations Health Safety Environment amp Quality Administration amp Finance Human
Resources Marketing amp Communication and - of course - IT amp Digitalisation
They are supported by all 73 WPO Group employees and by the network of partners institutions and
clients that are intrinsic to the ecosystem of the GreenToken Project
Bartheacuteleacutemy Rouer
CEO and cofounder
Duncan Levie
Managing Director and cofounder
Bartheacuteleacutemy Rouer graduated from INSA Lyon and is a
qualified mechanical engineer He joined the
renewable energy sector when France launched its
first renewable support mechanism in 2001
He worked as a project manager or director for several
companies such as Schlumberger Vergnet EnXco
(EDF Renewables) Shell Wind Energy (Royal Dutch
Shell) and UPC Renewables
He developed onshore and offshore wind projects in
France Spain Greece Italy the United Kingdom the
Netherlands Cuba Dominican Republic and China
before creating WPO in 2008
With 20 years of international experience in the
renewable energy sector Bartheacuteleacutemy sits on various
boards of directors for major institutional financial
investors
Duncan Levie graduated from Trinity College Dublin
with degrees in engineering and mathematics He
also holds a certified diploma in accounting amp finance
(ACCA) and qualified as a Chartered Engineer while
working for BP International where he held various
key positions in major projects for onshore and
offshore energy projects around the world
Subsequently Duncan co-founded and managed an
engineering services company in the energy
petrochemical and heavy industry sectors in Ireland
In 2010 he co-founded the UK amp Ireland asset
management business at Wind Prospect now WPO
Duncan sits on various boards of directors for large
institutional financial investors in the renewable
energy sector
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Lara Moretti
Director of Human Resources
Alexandre BERTRAND
Managing Director Digitalisation amp Data
Lara Moretti holds a
from ESSEC Business School with an expertise in
human resources She also has a degree in Public
Relations and a background in metaphysics and
psychology from the State University of New York
Lara began her career as a teacher at Education
Nationale and then worked at Vogue magazine
(Condeacute Nast Group) as a personal assistant to the
President Prior to joining WPO Lara was HR manager
at an American oil company
At WPO since 2012 she has been responsible for the
development and deployment of HR
management policy in line
strategy in a context of strong international growth
Alexandre Bertrand graduated from Eacutecole Centrale de
Marseille He joined WPO for the first time in 2010 as
Operations Manager He was then responsible for
setting up WPOs Technical Management
Department This department continues to occupy a
central position in services
Alexandre subsequently furthered his managerial
experience as Services Manager for Alstom Wind
(France Middle East and Africa) then as Leader of
Wind Services (Operations and Maintenance France
and Belgium) at GE Renewable Energy
With 17 years of experience in the renewable energy
industry Alexandre returned to WPO in 2020 where
business model focused on the collection security
and monetisation of Energy Data in connection with
the GreenToken Project
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Delphine Hubas
Health Environment and Quality Director
Youri Pasquier
Information Systems Director
Delphine Hubas graduated from Agrocampus de
Rennes and is a qualified engineer She also holds a
and Sustainable
Development
Delphine has been working in HSEQ since the
beginning of her career in various industrial groups
and consultancy firms
She has been working in the renewable energy
sector for over ten years and has developed her
career in Europe at several international companies
such as Vestas EDPR and EDF Renewables for
which she has put in place and managed the HSEQ
management systems certified according to ISO
OHSAS and MASE standards
At WPO she is responsible for developing and
putting in place the integrated HSEQ management
system and oversees the HSE operational control of
all wind and solar assets in Europe
Youri Pasquier first graduated in international
commerce from IPAG Paris and then as an engineer
(specialising in IT at ESIEE in Paris)
While working in pioneer companies such as Club-
internet and Vivendi Universal during the 2000s he
developed his IT technical expertise (security high-
availability infrastructure high-traffic digital platforms
e-commerce) He was then involved in the
development of ViaDirect a software editor and
international integrator specialised in information and
guidance in buildings Youri put in place digital amp IoT
equipment around the world on various cloud
platforms
rs by
operations management He then joined WPO in 2018
to take char
and their security
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Christophe Cuzol
Operations Director
Herveacute Gagnaire
CFO
Christophe Cuzol graduated from INSA in Lyon and
is a qualified mechanical engineer In 1999 he took
his first job in the renewable energy sector in
Germany before returning to France when the first
renewable support mechanism was launched in
2001
His first responsibilities were in the development of
wind farms and then in technical studies with more
than 200 wind measures deployed in 10 European
countries
In 2008 he set up the operating division at VSB
Energies Nouvelles This division enabled the
company to become a major player in technical
management services for renewable assets on the
French market with more than 600 MW of wind
farms and supervised photovoltaic installations
He joined WPO in 2018 to head-up the technical and
operating management services on behalf of third
parties at group level and to guarantee the same
quality of service to all its European clients
After graduating from HEC Paris Herveacute Gagnaire
began his career as a strategic and organisational
consultant in a firm founded by former consultants at
Bain amp Mc Kinsey
After ten years in the firm he then joined the
Management of System U (central retailer of Super U
stores)
After working at the textile company Jennyfer as
Director of Flow Management Herveacute then held
management control and financial management
positions in sectors such as engineering and non-
structural building works while studying for a
management accounting diploma at Cnam Intec
(Diploma obtained in 2014) Before joining WPO Herveacute
worked with SMEs as an external financial director
including the INSEAD Business School
At WPO he is responsible for corporate administration
and financial management both internally and on
behalf of third parties as well as financial consolidation
and management control of the GreenToken Project
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22 Legal advice
CMS LEFEBVRE AVOCATS SELAFA (SIREN 722 047 164 RCS Nanterre) 2 rue Ancelle 92522 Neuilly-
sur-Seine France
The CMS network (wwwcmslaw) of which CMS Lefebvre Avocats is a member has nearly five
thousand lawyers in 43 countries and 75 offices
Missions Legal and tax validation of the business plan drawing up of commercial contracts legal and
regulatory assistance for the structuring of the GreenToken and GoCert certificate and assistance in
drafting the Information Document
23 GreenToken technology
EQUISAFE SAS (SIREN 845 383 645 RCS Paris) 18 rue des Capucines 75002 Paris France
EQUISAFE (wwwequisafeio) is a technological infrastructure provider for the issuance distribution
and management of the life cycle of Digital Assets and financial securities EQUISAFE has the status
of Payment Service Provider Agent approved by the ACPR-Banque de France under number
REGAFI 85392
Missions Design and issue the GreenToken through the EQUISAFE platform
24 Escrow and Conservation of Legal Currencies
(wwwfinuzesfr) is an Investment Services Provider (ISP) approved by the
ACPR-Bank of France under number REGAFI 19112
Missions Receive hold in escrow and custody of subscriptions made in legal currency
25 Custody and holding of Digital Assets in escrow
COINHOUSE SAS (SIREN 815 254 545 RCS Paris) 35 rue du Caire 75002 Paris France
COINHOUSE (wwwcoinhousecom) is an online platform and physical foreign exchange counter to
buy sell and store Cryptocurrencies COINHOUSE CUSTODY SERVICES is the sister company
specialising in the custody of digital assets on behalf of third parties COINHOUSE has both
mandatory registrations issued by the AMF for the purchase and sale of Digital Assets against euros
and the custody of Digital Assets COINHOUSE CUSTODY SERVICES has obtained the mandatory
registration issued by the AMF for the custody of Digital Assets
Missions Receipt holding in escrow and custody of subscriptions made in Cryptocurrencies through
a multi-authorisation system At the end of the process and on instruction conversion of
subscriptions into euros
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26 Identification of subscribers
Lemon WAY SAS (SIREN 500 486 915 RCS Bobigny) 14 rue de la Beaune 93100 Montreuil France
Lemon WAY (wwwlemonwaycom) is a Payment Service Provider (PSP) approved by the ACPR-
Banque de France under number REGAFI 16568
Missions Identification of subscribers (KYC and KYB) anti-money laundering and combating the
financing of terrorism (AML-CFT) collection and ring-fencing of funds for subscriptions contracted
by EQUISAFE and that are in foreign currencies which are legal tender
27 GreenToken Listing
CRYPTOEXCHANGE SAS (SIREN 828 416 123 RCS Paris) 7 rue Poirier de Narcay 75014 Paris France
SAVITAR (wwwsavitario) is the platform for trading and exchanging Digital Assets carried out by
CRYPTOEXCHANGE
Missions Pricing the GreenToken on the day after the issue date and fair management of market
activity and conditions of exchange for users
28 Bank
CREacuteDIT COOPEacuteRATIF SCA (SIREN 349 974 931 RCS Nanterre) 12 boulevard Pesaro 92024 Nanterre
Cedex France
Credit COOPERATIF (wwwcredit-cooperatifcoop) is a French credit institution authorised by the
ACPR
Missions Depository of funds in euros collected by WPO after the release of the escrow accounts and
the provision of traditional banking services
3 Interests including conflicts of interest that may
affect the Public Token Offering
WPO is not aware of any internal or external situation constituting a conflict of interest that could
significantly affect the Public Token Offering or harm the public or the smooth running of the
GreenToken Project
In particular no free distribution of GreenTokens will be made before or during the Public Token
Offering with the exception of a distribution of tokens to WPO employees as described below
31 Free distribution of GreenTokens to WPO employees
As agreed with its Social and Economic Committee WPO plans to distribute 30 GreenTokens to each
WPO Group employee free of charge for each month of service (intern apprentice employee or
corporate officer) present on the closing date of the subscription period of the Public Token Offering
subject to reaching the minimum amount (Soft-cap)
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This initiative represents a maximum distribution of around 100000 GreenTokens
The free distribution of GreenTokens is limited to 07 of the Quantity
This allotment based on length of service promotes social geographical and corporate cohesion
within the company It -term commitment regardless of their hierarchical
position or salary level
The distribution is planned to take place on the same date as that of the allocation of GreenTokens
to subscribers (See Section Time frame of the Public Token Offering) If applicable the non-allocated
GreenTokens will be placed in the Reserve
WPO employees may choose to acquire more GreenTokens in connection with the Public Token
Offering under the terms and conditions of subscription set out in this Information Document
without any particular advantage These subscriptions will not represent a significant portion of the
Public Token Offering
32 List of exposed beneficiaries
To date there are five identified beneficiaries of the Free distribution of GreenTokens to WPO
employees who are involved in the Governance of WPO and the GreenToken Project
They will receive a total of 13776 GreenTokens representing less than 01 of the total tokens to be
issued (See Figure 9 below) This quantity does not have a significant impact on the Public Token
Offering
Figure 9 List of exposed beneficiaries and details of their allocation of GreenTokens
First name Last name Function(s) and any conflict(s) of interest
Seniority Number of free
tokens of the Quantity
Bartheacuteleacutemy Rouer Chairman and co-founder majority shareholder of WPO
2008 4562 003
Duncan Levie Managing Director and co-founder minority shareholder of WPO
2010 3406 002
Lara Moretti Director of Human Resources
2012 3067 002
Alban Jehu Optimisation and Innovation Manager Member of the Investment Advisory Committee
2014 2218 001
Alexandre Bertrand Managing Director minority shareholder of WPO
Member of the WPO Investment Advisory Committee
2020 523 Not
significant
Total 13776 009
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4 Governance of WPO
41 Governing bodies
Executive Officers WPO is a French simplified company limited by shares The executive officers assigned are those of
CEO and Managing Director and form the executive management of the company (the WPO
Directorate) These executive offices are governed by the articles of association of the company and
bull Since the creation of WPO in 2008 its CEO has been Bartheacuteleacutemy Rouer
bull Since the merger with the Irish and UK platform in 2015 its Managing Director has been
Duncan Levie
bull Since 2020 its Chief Digitalisation Officer responsible on putting in place the GreenToken
Project has been Alexandre Bertrand
Strategic Committee Th
implementation A number of decisions and acts of the WPO Directorate must be previously
authorised by a resolution of the Strategic Committee and cannot be implemented in the event of
an unfavourable decision of the Strategic Committee
Its ex officio members are the shareholders WPO executive officers
Management Committee The purpose of the Management Committee is to oversee and steer the functional and operational
governance of WPO It is structured into two sub-committees
Executive Committee (ExCom)
The ExCom is composed of the WPO Directorate and the functional directors of the company (eight
members) It provides advice and makes collegial decisions on all WPO functional and operational
topics including strategic directions the budget and proposals from the different departments The
ExCom also manages the GreenToken Project as has been seen above
Operating Committee (OpsCom)
The OpsCom
It expresses the needs and proposes the budgets and solutions that it believes are necessary for the
smooth operation of WPO operations and implements decisions with field teams and support staff
Social and Economic Committee Provided for by law put in place in 2012 the WPO Directorate and elected staff representatives meet
each month In particular they conduct an annual company climate survey open to all employees of
the WPO group in order to assess the overall level of satisfaction of employees and to work together
in implementing improvement actions
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Investment Advisory Committee Set up in 2019 the Investment Advisory Committee advises management on the good
governance of the GreenToken Project and Production Data
For more details see Section GreenToken Project Decision-Making and Governance Mechanisms
42 Principles
The principles of governance th -control
and collegiality These principles apply to the six companies in the WPO group and to the transactions
relating to the 360 companies that have placed their trust in us
The powers and cap Delegated which is updated
annually and at each staff movement
The collegial decision-making operates through the Strategic Committee the Management
Committee the Social and Economic Committee and the Investment Advisory Committee or their
working groups
The directors and departmental heads comprise of two-person teams in the event that one of them
resilience allow for cross-approvals and minimise silo or solitude effects associated with the
responsibilities of management
43 Results
As proof of our rigorous and agile management we have observed since the creation of WPO in 2008
bull The certification without qualification of our parent company (and consolidated) accounts by
the Statutory Auditor including the 2019 accounts
bull The absence of disputes with any employee or former employees
bull The absence of commercial disputes with any client or former clients
bull The absence of any refusal of insurance
bull No insolvency
bull Completion of a company audit (URSSAF) without any penalty
bull Completion of a VAT tax audit without any penalty
5 Statutory Auditor
A Statutory Auditor has been appointed and has audited the WPO parent company financial
statements in accordance with the laws and regulations since the company was founded in 2008 It
has also audited the WPO Group consolidated accounts since the internationalisation of our activities
in 2016
The Principal Statutory Auditor is CECAM (SIREN 311 306 591 00034 RCS Paris) in the person of its
Associate Managing Director Paul Foubert (LinkedIn)
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The mission of the Statutory Auditor has been extended5 to include this Public Token Offering
In this context it will
bull produce an audit report specific to the subscription of the Private Token Sale attesting to
the amounts effectively subscribed on the opening date of the public offering
bull produce an audit report specific to the subscription of the Public Token Offering attesting to
the Amount Effectively Collected and if it reaches the Minimum Amount (Soft-cap) and the
Maximum Amount (Hard-cap) on the closing date of the public offering
bull carry out the due diligence required to release the escrow accounts and to transfer the funds
to the bank account of WPO or where applicable to buy the tokens back from the
subscribers
bull produce an annual audit report specific to the management of GreenTokens including
events related to the issuance prices and stock of GreenTokens at each year end on 31
December
These reports are sent to the WPO Directorate and the Investment Advisory Committee They are
published on the WPO website (wwwwpoeu)
5 According to engagement letter reference CLHBPF dated 5 December 2019
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PART 2 - THE GREENTOKEN PROJECT
1 Our Project
The GreenToken Project aims to create the conditions of trust required to accelerate the Energy
Transition through the transforming power of the decentralised web
WPO wishes to create a new energy business model based on the reliability of renewable energy
production and the involvement of all stakeholders (business and citizens)
WPOs real-time supervision of wind and solar assets enables it to collect a vast amount of data on a
daily basis either electrical mechanical meteorological etc The intelligent use of this data improves
the profitability of wind farms and solar installations by reducing production costs (eg anticipation
of maintenance problems automation of management actions etc) and maximising energy
efficiency
The use of data will also enable WPO to produce and market private real-time renewable energy
production certificates called GoCert certificates registered and transferred through a Distributed
Ledger Technology (DLT) Through these certificates and for each planned use of this technology
new solutions will be provided that will optimise existing processes beyond traditional applications
for the operation of wind farms and solar installations
The GreenToken Project is a new business model based on the issuance of GreenTokens These
tokens will be the only instruments for obtaining GoCert certificates It will also be possible to pay
using these tokens andor legal tender currencies for the other goods and services offered by WPO
and the GreenToken Network a network of professional partners operating and optimising the
production of renewable energy
By holding a GreenToken an individual or company owns a tool for optimising and certifying the
production of green energy It is also an alternative source of pre-financing and an innovative means
of payment to reward individuals and companies engaged in environmental matters The use of
GreenTokens in the renewable energy ecosystem will eventually create a true network of
professionals organised around this tool thus increasing traceability
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access production data and the ability to sell GoCert certificates and GreenTokens have been
validated A Private Token Sale has been under way since April 2019
This Public Token Offering approved by the AMF will create the primary market for GreenTokens It
is planned for between 8 September and 12 November 2020
The admission of the GreenTokens to trading on one or more Digital Asset exchange platforms
scheduled immediately after the issuance of the tokens will create the secondary market
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2 Current business model (2008-19) consultancy
intermittent and short-term by nature bring clients to
subscribe to our Asset Management Services which are recurring and long-term
These Asset Management Services provide the operational knowledge necessary for the relevance of
the Specialised Service
Figure 10 expertise
After the Public Token Offering WPO will continue to offer its historical services with the same level
of quality according to our new business model as this quality is why our clients give us access to
their data
3 New business model monetisation of Production
Data
Faced with the drive to accelerate the Energy Transition WPO has chosen to innovate
As an innovation WPO services may be exchanged for the right to access and use the Production
Data owned by our clients through our Services-For-Data innovation
This grows our Data Lake a source of Our new certified goods and services based on the knowledge
of WPO and presented below They are embodied in the form of private GoCert production
certificates accessible through our Utility Tokens the GreenTokens
Thus WPO will proceed with acquiring vast amounts of energy production data from renewable
sources in exchange for its services and then monetisating them through the Blockchain and
Artificial Intelligence
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Figure 11 Monetisation of Production Data
31 Our Services-For-Data
Through a major commercial and contractual innovation in place since summer 2018 WPO has
acquired the right to monetise its Production Data in exchange for its historical and future
services and its new certified goods and services this is called Services-For-Data
In practice WPO sells services to its client which it invoices In return the client sells to WPO the right
to use their Production Data which it invoices Thus one invoice offsets the other
To balance the model the client is obliged to purchase GreenTokens from WPO When the contract
is recurring the purchase of GreenTokens is also recurring
The client may also purchase GreenTokens from other holders or from the Digital Asset exchange
platform(s) on which the GreenTokens will be admitted for trading
As a result Services-For-Data is a powerful growth lever that feeds our Data Lake substantially
Figure 12 Services-For-Data contractual features (Click on the frame or here)
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32 Our Data Lake
Positioned on an extensive and economic Redshift Cluster (multi-nodal cloud-based Amazon Web
Service data warehouse) our Data Lake contains more than 645 Gigabytes of production data
Already remarkable in size and quality it is now growing exponentially (+30 per annum)
Our digital remote management platform is compatible with most of the markets SCADA systems
It extracts and standardises the Real-time Production Data For example the task planner
automatically launches approximately 250000 daily tasks mainly imports to or operations on our
data warehouse
Developed for the operational needs of WPO it is now sold in exchange for euros or GreenTokens
under a SaaS licence under the name WPO Dashboard to world-renowned clients6 owners of wind
farms and solar installations in 12 European and overseas countries
Figure 13 Screenshot of WPO Dashboard
Its main role today is to unify the various data sources so that the production data is in a
homogeneous structure for storage and visualisation purposes
On this solid and industrialised base our first algorithms have already been validated and are used
daily by our engineers
Today developed on the basis of algorithms by our engineers already allow us to
simulate the behaviour of power plants under given conditions WPO has thus been able to detect
the issues requiring immediate corrective action or recommend operational improvements and
predictive maintenance actions valued at around 7 million euros of additional production
6 For example Allianz Capital Partners (Allianz Group) and Total Quadran (Total Group)
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For the future we are considering deploying high value-added Artificial Intelligence systems in a Big
Data environment in partnership with our clients and other members of the GreenToken Network
33 Our GoCert
Hitherto we have been known as the European manager of positive energy We now wish to become
trusted third-party high-tech certifier
Using Distributed Ledger Technology (DLT) WPO creates private secure and reliable production
certificates called GoCerts
Each GoCert cert
certified goods and services
A separate GoCert certificate type will be created for each line of certified goods and services
marketed by WPO These lines are described in the Section Our new certified goods and services
below
Each GoCert certificate is issued in real time from production sites and is linked by a computer key to
all the production data stored in our Data Lake (eg meteorological geographical pricing etc)
Figure 14
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In the field WPO will equip the facilities it supervises with very-low-consumption (or even standalone)
IoT type Oracles acting as secure data capture tools and as trusted entry points for our Distributed
Ledger Technology (DLT)
The GoCert Consortium will certify the uniformity authenticity and history of ownership of GoCert
certificates
Ownership of a GoCert certificate may be obtained on the GoCert Consortium in exchange for
GreenTokens by using Smart Contracts Once the GoCert certificate is cancelled (voluntarily or
failing that on the expiry date ie 36 months after the issuance of the certificate) it will allow its last
owner to benefit from a positive unique and reliable contribution to the development of energy
production from renewable sources (see the Section Value analysis)
GoCert certificates will feed the various lines of monetisation of the Production Data developed by
WPO through its new certified goods and services
The value in euros of GoCert certificates will be set by WPO for each line of monetisation of the
Production Data
The value of all GoCert certificates assigned to the client will be equal to the services provided by
WPO for this client
Under no circumstances will the transfer of ownership of a GoCert certificate result in the transfer of
ownership of the Production Data that the certificate represents
Finally the only instrument by which GoCert certificates may be obtained will be our Utility Token -
the GreenToken - which is the compensation unit for the work of calculation and operation (also
called Gas) of the GoCert Consortiums Smart Contracts
34 Our GreenToken
We have created our own Utility Token called GreenToken which is the instrument needed to
acquire GoCert certificates through the GoCert Consortium
GreenTokens are issued by WPO on a public network accessible by everyone around the
world and at any time The transactions stored therein are encrypted non-modifiable
non-deletable accessible in read mode by everyone without a central governance body
and fully decentralised
GoCert certificates will be issued by WPO on a semi-permissioned Distributed Ledger
Technology (DLT) the GoCert Consortium where each of the thirty participants will have
a node of the network in its infrastructure and where a sufficient number of participants
will need to validate transactions to add a block to the chain
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The GreenToken and the functions rights and obligations attached to it are described in PART 3 -
RIGHTS AND OBLIGATIONS ATTACHED
35 Our new certified goods and services
Anyone will be able to exchange GreenTokens for WPOs new goods and services Even if the price of
these new WPO goods and services is still expressed at market value in foreign currencies their
corresponding value in GreenTokens their Utility Value will be accepted by WPO
WPO will offer industry players not only more efficient secure and transparent applications but also
a new business model and where applicable a new revenue Partnerships will therefore be facilitated
and encouraged Through multilateral and decentralised exchanges everyone will be able to better
manage their contributions and make use of their contributions to accelerate the Energy Transition
There are already and will be a network of partners in our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchanging their own goods and
services
The Project is intended to operate in all countries where WPO is active regardless of the outcome
and where applicable the terms of Brexit
Specifically WPO has developed its Information Systems to promote the use of GreenTokens in the
energy sector according to the four lines of monetisation of the Production Data via GoCert
certificates presented below
GoCert1 - enhanced technical expertise
Case of WPO
service offering (see Section Our historical services ) The client base business flow and European
footprint will be gradually converted to the new business model
In practice anyone - historical or new client data holder or not - will be able to exchange their
GreenTokens for analyses audits advice expertise inspections licences tests and measurements
etc carried out by WPO These services are a source of Production Data which will feed our Data Lake
in return
certified goods and services
like the receipt issued on payment by credit card for example The value of all GoCert certificates
assigned to the client will be equal to the services provided by WPO for this client
WPO will also produce indicators of general interest for the general public to contribute
to the sharing of knowledge and the dissemination of technical and economic markers
for renewable energy These will be published online and will allow for example the
benchmarking of its performance with existing plants or resource or
production index to ensure reliability of its own indicators and to monitor the progress
of the Energy Transition in its region or in the world
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l size and is growing at an exponential rate This data is valued
by the continued development of algorithms including Machine Learning Algorithms so that WPO
services continue to improve in quality and efficiency and thus strengthen its position as an
undisputed leader in its historical business
The implementation of this enhanced technical expertise depends solely on our know-how and the
quantity of available Production Data which is quickly growing
Case extended to the GreenToken Network
ill also be able to accept the GreenToken as a
means of exchanging their own goods and services (see Section GreenToken Network) and will allow
the issuance of the corresponding GoCert certificates
GoCert certificates proof of purchase of goods and services from the GreenToken Network could
ultimately become proof of a contribution to the Energy Transition
This service will be operational at the end of the Public Token
will launch the GoCert Consortium and enable it to achieve the required maturity to serve as the
below
HOW IT WORKS
A WPO client wishes to have an assessment of a renewable power plant
bull WPO submits a quote with equivalent value in GoCert certificates and
GreenTokens
bull Client mandates WPO
bull WPO carries out the examination and invoices for its service
bull The client must have (and if necessary acquire) GreenTokens to purchase the
required number of GoCert certificates
bull The clients GreenTokens are exchanged for the required number of GoCert
certificates issued by WPO
At the end of the transaction
bull The client has received its assessment report and the GoCert certificates which he
can take advantage of
bull WPO has received the GreenTokens and if any the Production Data recorded in
its Data Lake
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GoCert2 - Short circuit electricity trading With the programmed stoppage of public subsidies for the production of energy from renewable
sources and with the spread of green electricity offers the dynamics of prices and energy supply will
become even more erratic As a result speculation on Power Purchase Agreements will intensify
In keeping with its mission to contribute to creating the conditions of trust in the Energy Transition
WPO will be able to provide reliable and decentralised contractual solutions between producers and
off-takers through the Smart Contracts of the GoCert Consortium Distributed Ledger Technology
(DLT)
GoCert certificates will represent the contractual value of traded electricity and GreenTokens will be
needed by the co-contracting parties to access the trading service
These Smart Contracts will be marketed by WPO under the name Smart PPAs or blockchain Power
Purchase Agreements They will be designed to provide End-to-End traceability and to emulate the
contractual features of the value chain of each megawatt hour
This solution capitalises on the ability of Distributed Ledger Technology (DLT) to remove the role of
intermediaries in traditional business and in this case energy In 20177 companies actively
consumed around 465 terawatt hours of electricity from renewable sources a comparable figure to
the electricity consumption of a large economy such as France and its 67 million inhabitants
WPO plans to achieve a granularity level of exchanges as fine as those of collective or individual
consumption for example
business position alongside producers and other
market players (aggregators suppliers) to test our Smart PPA pilot offer within 24 to 36 months of
7 Forward-
IRENA (Source)
Power Purchase Agreement also embodies the will of electricity consumers who
wish as the case may be to promote the construction of new facilities (additionality
concept) local facilities close to its consumers to develop an economic activity close to its
allow the
demonstration of this commitment monitoring real-time consumption and production
using Blockchain and S
CAP GEMINI 27052019 (Source)
Not all electricity suppliers are the same Many of them deceive consumers by offering
green electricity supplies that are in fact not renewable power offers [] By changing
electricity provider we can therefore become a player in the energy transition Alix
MAZOUNIE Energy Campaign Manager at Greenpeace France on 28092018 (Source)
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the Public Token Offering However the implementation of Smart PPAs will depend on the rate at
which wind farms and solar installations no longer rely on subsidies and the maturity of a market free
of public support mechanisms
GoCert3 - The provision of high-reliability certificates to Certificate Markets Because blockchain certificates are an obvious perfectly reliable and cost-effective traceability
solution the Certificate Markets will at maturity whole heartily adopt them
For the first time in the world a project to issue energy certificates in the form of WPO GoCert
certificates has been brought to the required industrial and commercial scale8
WPO will therefore enhance the value of the GoCert Consortium vis-agrave-vis the Certificate Markets by
supplying GoCert certificates as White Label certificates and thus contribute to creating the
conditions of trust in these different labelling mechanisms
GoCert certificates issued by WPO will be the reliable unbranded digital support for a given
Certificate Market which will acquire them from WPO and issue them under their official name
GreenTokens will be required for users at each stage of the certificate life cycle (issuance transfer
export etc)
Initially we are considering the Market of Certificates of Guarantees of Origin targeting the
ified by RECS International9
Figure 15 Certification of renewable energy production Source USA Environmental Protection Agency
European North American or Asian national registry managers of Guarantees of Origin (or equivalent)
will be able to acquire GoCert certificates as White Label certificates They will formally issue them in
8 Quote from Isabelle Kocher former chairwoman of the ENGIE energy group during the presentation of the GreenToken Project on 9 February 2019 at the Top 2019 organised by the French Association of Private Enterprises (AFEP)
9 Opinion report in Engits summary in French (Source)
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their name in the form of blockchained Guarantees of Origin (or equivalent) on their respective
Certificate Markets
The GoCert Consortium will create the conditions for the compatibility of international certificate
systems (such as the European EECS the North American REC or the I-REC for the rest of the world)
and the conditions for interoperability
Inclusively Certificate Market players including national registry managers will be invited to
participate in the GoCert Consortium as the network authority ie its administrators with the same
rights as WPO
If the GoCert Consortium administers the registers in an extremely reliable manner the reliability of
the input Production Data that feeds them will also be guaranteed Indeed Oracles installed by WPO
on the production sites will evaluate the data from End-to-End In addition this data is systematically
certified at source by two third parties that are independent trustworthy and long standing
1 On the one hand the electricity distribution or transmission network operator acting as the
operator of the electric meter who measures the quantities of electricity injected by the
power plant on its network and
2 On the other hand the statutory auditor of the company that owns the power plant which
independently corroborates with third-parties and validates the invoicing and payment of
these quantities by a market participant aggregator or buyer
According to the projection of the RECS International Association (Figure 16 see below) the Market
of Certificates of Guarantees of Origin will reach its maturity from 2022-23 By then the number of
Guarantees of Origin sold and cancelled will equal the number of Guarantees of Origin issued in
Europe for a volume of approximately 1100 terawatt hours ie approximately 11 billion certificates to
be issued
We want
of the Certificates Market (aggregators suppliers and above all registry managers) to test our White
Label offer within 24 to 36 months of the Public Token Offering
look very closely at the various developments in blockchain technology and consider
that this technology could support the Guarantees of Origin me Dirk VAN
EVERCOOREN President of the AIB - ASSOCIATION OF ISSUING BODIES in The
Renewable Energy Journal special edition March 2019 (Source)
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Figure 16 European Market of Certificates of Guarantees of Origin 2016-2025 in terawatt hours Source RECS International GO Monitoring 2018 Report
GoCert4 - The provision of digitalized insurance tools for renewable energy WPO has been active in claims and claims management and insurance brokerage in the renewable
energy sector since 201410 In an increasingly competitive and highly financialised sector WPO
certification tools developed as part of the GreenToken Project will also be able to help optimize some
aspects of the current insurance market
Firstly this can be done by automating the declaration phase of a cover or claim Indeed Distributed
Ledger Technologies and in particular the automatic performance of Smart Contracts allow us to
avoid the traditional declaration (form claim verification triggering compensation) for a whole series
of risks whose severity or compensation are now uneconomical for both the insured and the insurer
As a loss adjuster certifier of the production it supervises WPO is naturally able to initiate the Smart
Contracts for the automatic handling of claims in respect of certain covers and losses
10 Through its sister company ENRSUR SAS a company of the WPO group registered with the Paris Trade and Companies Register under the SIREN number 804 735 777 and the Register of Insurance Intermediaries under number ORIAS 140 065 63
69
6
718 79
1
853 920 99
3
107
1
1155 12
46
134
4
234
197 17
6 144 10
7 64 16
0
0
0
225
258 27
7 303 33
2 363 39
7 435
47
6 520
0
200
400
600
800
1000
1200
1400
1600
1800
2000
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Production not certified because of receiving subsidiesstate aids
Production available for certification with Guarantees of Origin
Production for which Guarantees of Origin are issued
Total Guarantees of Origin Cancelled
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ent in an orderly fashion
allowing for a statistical comparison of a claim (cover or loss) to a representative operational reference
for a given compensation scheme both for damage to equipment and associated production losses
GoCert certificates will represent the contractual value of the loss or the negotiated cover and
GreenTokens will be necessary for the co-contracting parties to access the automated declaration
service
These Smart Contracts will be marketed by WPO under the name Smart CLAIMS or blockchained
claims
Beyond that an insurance model based on our Smart Contracts could be that of index-based or
parametric insurance ie insurance linked to an index such as wind speed or solar irradiation The
Smart Contract between the client and WPO (or the insurer) could stipulate that a payment is made
after a number of days without enough wind or sun The contract is based on reliable external
meteorological data allowing Oracles to automatically trigger a payment without the intervention of
a loss adjuster or the need for the insured to make a claim
This model also applies to the case of warranties granted by manufacturers and maintenance
companies A Smart Contract between a client and WPO (or the manufacturer or maintenance
company member of the GreenToken Network) may stipulate that a payment be made after a
number of days of equipment failure or when a component is replaced or certified as being defective
by the control system or if the work is not completed within the guaranteed time frame
We want
manufacturers and insurance market players (insurers brokers and loss adjusters) to test our Smart
CLAIMS offering within 24 to 36 months of the Public Token Offering
4 Legal and regulatory aspects specific to WPO or the
GreenToken Project
s consulting and asset management services in the energy sector
The new WPO business model will be based on the issuance of private certificates and cryptographic
tokens Since this model is disconnected from the supply of energy to end-consumers it is
independent of the Guarantees of Origin moreover exclusively financed by private funds freely
allocated it does not constitute or affect any state aid scheme We have taken care to validate its legal
Blockchain technology is a unique point of truth on which we can build partnerships
Above all it is a means by which we can respond to our clients faster and offer the best
possible service by optimising processes and identifying low added value tasks
Crozier Head of the Global Blockchain Skill Centre at ALLIANZ TECHNOLOGY (Source)
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basis and have received nihil obstat11 from the relevant departments of the European Commission
and the authorities of our key markets
41 European Commission
DG for Energy The Directorate-General for Energy confirmed in writing that our GoCert certificates are not
Guarantees of Origin and are not incompatible with the European framework for Guarantees of
Origin
DG for Competition The Directorate-General for Competition confirmed
renewable sources could sell their data to WPO and participate in WPOs certificate and token system
without affecting their right to state aid granted under public financial support schemes
42 France
bull President of the Republic - Energy Environment and Transport Council [o]
bull President of the Republic - Councillor for Digital Transition [o]
bull Prime Ministers Office - Technical Energy Adviser [o]
bull Ministry of Economy and Finance - Treasury Directorate-General (DG Tresor)
bull Ministry of Economy and Finance - Tax Legislation Directorate (DLF) [o]
bull Ministry of Ecological and Community Transition - Office of the Minister [o]
bull Ministry of Ecological and Community Transition - Directorate-General for Energy and
Climate (DGEC)
bull Agency for the Environment and Energy Management (ADEME) [o]
bull Financial Markets Authority (AMF)
bull Banque de France [o]
bull Caisse des Deacutepocircts et Consignations [o]
bull Bpifrance [o]
43 Ireland
bull Commission for Regulation of Utilities (CRU) [o]
11 When nihil obstst has been given orally the relevant authority is followed by the symbol [o]
guarantees of origin of electricity produced from renewable sources ie for the
purpose of demonstrating the origin of electricity supplied by a supplier in
connection with a commercial offer the issue and transfer of GoCert certificates are
not likely to call into question the contracts referred to in articles L121-27 L311-12
L314-1 L314-18 and where applicable L314-26 of the French Energy Code as
provided for by paragraphs 3 and 4 of article 314-
DGEC - Letter of 1 July 2018
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bull Department of Communications Climate Action and Environment (DCCAE)
44 Sweden
bull The Swedish Energy Agency (Energimyndigheten)
45 United Kingdom
bull Office of Gas amp Electricity Markets (OFGEM)
bull Department for Business Energy amp Industrial Strategy (BEIS)
5 Deployment Strategy
51 Access to Production Data
The renewable electricity production Data Lake compiled on W or secured through
contractual commitments (or options) already represents a volume of approximately 100 terawatt
hours or the annual electricity consumption of approximately 17 million Europeans
The Production Data comes from our continuous supervision of a portfolio of more than 600 wind
and solar sites operating in 12 European countries for more than 10 terawatt hours a year
Figure 17 Hourly import of Production Data to WPO servers (click on image or here)
The first results are conclusive In 12 months the industrial capacity of one gigawatt has already been
secured under the Services-For-Data model and more than two additional gigawatts are currently
the subject of advanced discussions
Future mandates will concern new clients based on a transformation drive staggered over the 2018-
2022 period (see Figure 18 below)
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Figure 18 Deployment forecast of the Services-for-Data model and quantity of Production Data on WPO systems
To realise this potential we have developed standardised connection acquisition and storage
technologies that can quickly be deployed on a very large scale and at controlled costs
52 Create a long-term buyer category of GreenTokens
Our traditional clients are required to buy GreenTokens from WPO as long as they want to benefit
from Our Services-For-Data It works in a way similar to mutual societies or cooperatives that require
their customers to become members prior to having access to their goods or services to perpetuate
the model
As a result of this compulsory acquisition purchases of GreenTokens grow with the growth of WPO
according to the principle one GreenToken bought is worth [X] euros of services effectively provided
by WPO which services have at each moment a real market value
Between April and December 2019 90000 GreenTokens had already been purchased and paid at
Nominal Value to WPO by some of our clients institutional infrastructure fund managers and
alternative energy producers in seven countries (France Sweden Finland Ireland Italy United
Kingdom and Sweden)
85 90100
113129
165
314
750
70
700
0
10
20
30
40
50
60
70
80
90
100
2017 2018 2019 2020 2021 2022 2023 2024
Standard Services Services-For-Data WPOs Data Lake (TWh)
ess model is that its traditional clients alternative producers
and regulated investment fund managers are contractually committed to the recurring
purchase of GreenTokens at market value each year for periods of up to ten years A
category of long-term buyers is thus created Subsequently WPO plans to register a
price-floor for new contracts to support the trading price of the tokens
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In 2020 the contractual purchase and sale not yet invoiced at Nominal Value of more than 100000
GreenTokens by 8 different clients has already been secured And we are observing an acceleration
in demand (see Section Sales below)
For the period 2020-2029 recurring contractual commitments and options to purchase GreenTokens
now secured stand at 16 million euros and 14 million euros respectively
Our traditional clients will be inclined to use their GreenTokens to access Our new certified goods and
services If they need more GreenTokens they could first obtain them from the other GreenToken
holders on the Digital Asset exchange platform(s) and where applicable from WPO
Gradually our new order book will be Tokenised (see Tokenisation) while our existing order book
and business flow will allow for a smooth transition to the New business model monetisation of
Production Data
53 Create a primary market and a community of GreenToken
buyers
By offering the public the opportunity to buy our tokens through the Public Token Offering we aim
to establish a community of GreenToken users to respond to the drive to accelerate the mobilisation
and promotion of renewable energy
54 Create the conditions to ensure liquidity of GreenTokens
underpinned by the unavoidable growth of the renewable energy sector
GoCert certificate exchanges will be directly linked to the expansion of Our new certified goods and
services To obtain GoCert certificates GreenTokens must first be acquired
The trading of GreenTokens will therefore first be stimulated by the demand of clients
network of professional partners (as defined in the Section GreenToken Network) interested in
participating in GoCert certificate exchanges
Finally GreenTokens will be exchangeable on one or more Digital Asset exchange platforms Their
value will depend on the level of supply and demand (see Section GreenToken listing)
55 Organise the expiry of GreenTokens
GreenTokens which will be redeemed by WPO in exchange for GoCert certificates in connection with
Our new certified goods and services excluding Gas transaction fees and annual fees will be
cancelled (destroyed) within eight days As the GreenTokens are fixed this will result in a gradual
reduction in the number of GreenTokens available over time
Additional GreenTokens could be issued in connection with a change in technology (see Section
GreenToken technology)
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6 Value analysis
61 For GoCert certificate owners
Because they are proof of work in favour of the production of energy from renewable sources produced here and now GoCert certificates allow their owners to certify on a voluntary basis their contribution to the development of this production and the Energy Transition
GoCert certificate holders will have the tool both new standard and proof of purchase of Our new
certified goods and services to stimulate the increase in electricity production from renewable
sources They may take advantage of a voluntary approach to assessing responsible investments
Evaluation frameworks and supports to socially responsible investments which include
environmental social and governance criteria in addition to the purely financial criteria are rapidly
evolving in Europe and across the world Today WPO makes available to the greatest number an
alternative tool to achieve a voluntary contribution to the Energy Transition
The RE100 initiative and public procurement12 demonstrate a growing global institutional demand
for renewable energy sources But this mobilisation is still incomplete All stakeholders unlisted
companies start-ups cooperatives and individuals must also be able to participate
The GoCert tool aims to create the necessary conditions of trust in the energy sector through the
transforming power of the decentralised web to ensure as many stakeholders as possible can
accelerate the Energy Transition
It should be noted that the GoCert certificates issued by WPO are not Guarantees of Origin Their
purpose is not to demonstrate the source of energy provided by a supplier to an end consumer
GoCert certificates are proof of a voluntary contribution to improving the production of renewable
energy sources
12 See note 7 above
responsible medium-sized
companies such as F2A to participate in the energy transition directly and transparently
through the acquisition of GoCert certificates F2A therefore participates in the financing
of 110000 MWh produced from renewable energy sources The use of blockchain
technology secures the traceability of our certificates and irrefutably certifies the
production of renewable energy to which we participate in all confidence Jean-
Philippe Margrita Managing Director F2A
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62 For GreenToken owners
GreenTokens are Digital Assets classified as Utility Tokens within the meaning of article L54-10-1 of
the CMF GreenTokens are the only instrument for obtaining GoCert certificates and the full range of
and the GreenToken N
In the GreenToken Public Offering WPO offers GreenTokens at a Subscription Price of between 5 and 50 below their Nominal Value (see Section GreenToken Subscription Price)
Subsequently the value of GreenTokens and GoCert certificates will not be correlated However the
higher the traded price or volume of GoCert certificates the higher the Exchange Value of
GreenTokens could be by influence positively impacted13
Conversely a decrease in the traded price or volume of GoCert certificates could adversely affect the
Exchange Value
63 For producers of energy from renewable sources
All goods and services provided to our clients may be covered by WPO in return for access to
production data and the acquisition of GreenTokens (see Section Our Services-For-Data) In other
words the GreenToken Project creates a new revenue for renewable energy producers
Our innovation is a powerful growth lever that substantially underpins our Data Lake analysis
algorithms and ultimately WPO Artificial Intelligence systems or the GreenToken Network The
community of renewable energy producers thus has access to more qualitative transparent and
shared information
64 For local communities
Community actions will be undertaken by WPO as soon as the Target Amount of the Public Token
Offering is exceeded (See Figure 24) They will take the form of local community or participatory
initiatives in support of the Energy Transition They will be selected by the Investment Advisory
Committee which will communicate to the public their social and environmental performance
The Community actions thus envisaged are non-profit investments such as contributions to the
financing of renewable energy production facilities and promotional actions and contributions to
promote their acceptance and effective integration
WPO will also produce indicators of general interest to the general public and companies to
contribute to the sharing of knowledge and the dissemination of technical and economic markers of
renewable energy in local communities
In the event that the Maximum Amount (Hard-cap) is reached the allocation in favour of Solidarity
actions would amount to 750000
13 See also the Section Organise the expiry of GreenTokens
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7 GreenToken Project Decision-Making and
Governance Mechanisms
71 Investment Advisory Committee
Missions The Investment Advisory Committee is an independent body dedicated to assisting the WPO
Directorate in the governance of the GreenToken Project and communicating to stakeholders
In particular the Committee is responsible for advising the WPO Directorate and for issuing public
statements on the issuance sale stocks of GreenTokens and GoCert certificates and the use of funds
invested in respect of the commitments particularly strategic commercial technological and
solidarity commitments made in this Information Document
The Committee also ensures the implementation of data governance which deals with organisations
and procedures at WPO to oversee data collection security and use In particular it ensures
compliance of the GreenToken Project with the European Data Protection Regulation (GDPR) in
relation with the WPO Data Protection Officer
Arrangements
Composition
The Committee is composed of at least six members and up to twelve members half of which must
be external to WPO
bull A President external to WPO
bull Three members appointed by WPO
bull Up to three external members who bring their technical skills in renewable energy
Blockchain technology andor Artificial Intelligence
bull Up to six members representatives of WPO clients subscribers of the Services-For-Data offer
andor of GreenTokens
Members are appointed for a term of three years In the event of vacancy or renewal the Committee
shall co-opt the candidate(s) proposed by the Chair or failing that by at least one-third of its
members
Upon appointment members sign a declaration of absence of conflict of interest and adhesion to the
arrangements of the Investment Advisory Committee In the event of a serious or repeated breach of
its ethics the Chair may submit to a vote by the Committee the reasoned exclusion of a member In
this case the member concerned does not participate in the vote
Remuneration
Members will be entitled to receive remuneration in euros and will be paid in a legal tender currency
upon presentation of supporting documents The remuneration is decided by the WPO Directorate
and is reviewed annually It is made public in the annual audit report specific to the management of
GreenTokens prepared by the Statutory Auditor
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Decisions of the Committee Quorum
Decisions of the Committee including those taken by the Committee relating to the issuance of an
opinion or public statement shall be taken by a simple majority The President shall have a casting
vote if no majority is formed The quorum is reached when half of the members present express
themselves and half of them are external to WPO
Obligations of WPO
The WPO Directorate must consult and obtain the reasoned opinion of the Investment Advisory
Committee prior to its decision to incur any expense investment or sale of more than one hundred
thousand euros ( 100000) relating to the GreenToken Project By definition the Committees
opinions are advisory
WPO Directorate must provide the Committee with the means and resources needed to carry out its
duties
In the event that no quorum is assembled on two occasions or in case of force majeure incapacitating
the Committee the WPO Directorate will take over the Obligations and capacities of the Committee
until its capacity is restored
Obligations and capacities of the Committee
The opinions of the Investment Advisory Committee given to the WPO Directorate and the content
of their exchanges are confidential
The public statements of the Investment Advisory Committee never precede an opinion of the
Committee to the WPO Directorate and a reasonable response period from the WPO Directorate to
the Committee
At any time the Investment Advisory Committee has the capacity to produce opinions and public
statements in relation to its missions regardless of the opinions and public statements of the WPO
Directorate stakeholders of the
GreenToken Project of changes in the Project or significant elements affecting it The information
provided by the Committee is true factual and complete
At least once a year the Committee publishes on the WPO website (wwwwpoeu) an activity report
of the GreenToken Project over the past period supported by the report of the Statutory Auditor
specific to the management of tokens over this period (see Section Statutory Auditor) This activity
report informs the public of the issuance sale and stocks of GreenTokens (including self-held tokens)
and GoCert certificates and the use of invested funds
The Investment Advisory Committee has authority over the Community actions that will be
undertaken as soon as the Target Amount (Target) has been exceeded (See Figure 24) These actions
are not-for-profit investments in local community or participatory initiatives in support of the Energy
Transition
The Investment Advisory Committee has authority on deciding the Exchange Value in the event of
listing on several Digital Asset exchange platforms (see Section Exchange Value)
The Investment Advisory Committee also intervenes during the subscription period and at the end
of the Public Token Offering
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During the subscription period of the Public Token Offering the Committee oversees subscriptions
and verifies the interim calculations of the Amount Effectively Collected by WPO
At the close of the Public Token Offering
bull The Committee verifies the final calculation of the Amount Effectively Collected by WPO and
in the person of its chairman puts its sign
a public declaration
bull The Committee in the person of its chairman conducts the due diligence required for the
opening of the escrow accounts or where applicable repays funds to the subscribers
Founder members
Chairman
bull [A civil society personality independent of WPO will be appointed before the Public Token
Offering]
Members WPO Professionals
bull Alexandre Bertrand Manging Director Digitalisation and Data - Linkedin
bull Youri Pasquier Information Systems Director - Linkedin
bull Alban Jehu Technical Product Manager Optimisation amp Innovation Group - Linkedin
Members Independent Experts
bull Imtiaz Adam Founder and Director of the Machine Learning Department at Deep Learning
Strategies Ltd - Linkedin
bull Philipp Schulden COO of the Frankfurt School Blockchain Center (FSBC) - Linkedin
Members WPO clients GreenToken subscribers
bull AREAM Renewables (1 member) - Markus Voigt - Linkedin
bull GOODYIELDS CAPITAL (1 member) - Christian Auer - Linkedin
72 Subscribers to whom the offer is addressed and any restrictions
For the Public Token Offering priority is given to natural and legal persons residing in France
individuals associations professionals companies or communities etc wishing to access the goods
and services offered today and in the future by WPO and the GreenToken Network
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America
No action has been taken or will be taken by WPO to obtain any licence authorisation visa approval
or other form of authorisation prior or subsequent from any foreign authority for WPO GreenTokens
Authorisation
the dissemination of all or part of this Information Document in a country or jurisdiction where such
an Authorisation is required Accordingly GreenTokens may not be offered or transferred directly or
indirectly nor may this Information Document or any circular prospectus presentation advertising
or other offering material concerning the GreenTokens may be distributed in whole or in part from
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or to a destination or published in a country or jurisdiction where such action is prohibited or for
which such Authorisation is required for WPO the Information Document andor the GreenTokens
In this regard WPO has not taken any action to allow the GreenToken Public Offering or the
distribution of the Information Document in a jurisdiction other than France In addition no one is
permitted to disclose information or make statements regarding the issuance or sale of GreenTokens
other than that contained in the Information Document
Accordingly whether directly or indirectly GreenTokens will not be offered or sold and the
Information Document and any other document relating to the Public Token Offering may not be
distributed or published in any other jurisdiction that requires such an Authorisation for WPO andor
of the GreenTokens A description of some of these restrictions on the offer and sale of GreenTokens
and the distribution of this Information Document is provided in PART 9 - APPLICABLE LAW
RESTRICTIONS AND JURISDICTION
The subscription of GreenTokens implies in particular an undertaking is given to WPO not to transfer
GreenTokens andor the Information Document in countries requiring an Authorisation In addition
the subscription agreement implies a commitment to stipulate in any contract for the transfer of
GreenTokens to a third party for the benefit of WPO that the beneficiary of this transfer will not
transfer GreenTokens andor the Information Document in countries requiring an Authorisation for
GreenTokens andor for the dissemination of all or part of this Information Document
8 GreenToken Project Business Plan
81 Our objectives at a glance
Figure 19 5-year growth objectives
Objectives 2019 2020 2021 2022 2023 2024 TOTAL
GROW GW 5 7 9 19 72 216 216
TWh 10 13 16 36 149 435 660
SCALE-UP Team 73 77 87 88 154 209 209
CASH EUR (millions) 6 8 9 16 42 107 189
Cumulatively over five years we intend to
bull GROW oversee a portfolio of 216 gigawatts and certify 660 terawatt hours of production
through Our new certified goods and services
bull SCALE-UP employ 209 professionals among the most experienced and passionate
professionals in the sector
bull CASH generate 189 million euros in revenue and cash flow from the sale of GreenTokens to
finance all of the above transactions The funds collected during the Public Token Offering
(assuming the Target Amount is reached) are factored in for 2020 and 2021
The Public Token Offering is the real lever of launch of the GreenToken
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82 Timeline
With the onset of digitalisation WPO acquires vast amounts of Production Data from renewable
energy sources and monetises this data through Blockchain technology and Artificial Intelligence
Figure 20 Timeline
83 GreenToken Project Timeline
Initiated in the winter of 2018 the GreenToken Project was developed with the support of our clients
our supervisory authorities and our partners across Europe
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access the Production Data the ability to sell GoCert certificates and GreenTokens have been
validated
A Private Token Sale has been under way since April 2019 and the Public Token Offering is expected
between September and November 2020 The aim is to deliver the GreenTokens and complete the
Listing of the Tokens by the end of 2020 and to deliver the Minimum Viable Consortium of the GoCert
certificate and issue the first GoCert certificates in 2021
Figure 21 GreenToken Project timeline
2018 January Launch of the GreenToken Project
June Proof of Concept (POC) of GoCert certificates and GreenTokens with DAG
technology
July Administrative approval by the French Directorate-General for Energy and
Climate (DGEC)
August Administrative approval by the Swedish Energy Agency
(Energimyndigheten)
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September Vote at first reading of the PACTE law governing in particular the regime
for public token offerings in France
December Tax validation by the Tax Legislation Directorate (DLF)
2019 January
Administrative approval by the DG for Competition of the European
Commission
February Administrative approval by the DG for Energy of the European Commission
April First Private Sale of GreenTokens through simple Vesting to a French buyer
May - Promulgation of the PACTE law governing ICOs in France
- Sale of the first GoCert certificates to F2A
June Administrative approval by the Irish Department of Communications
Climate Action and Environment (DCCAE)
July 900 megawatts supervised by WPO secured under the Services-For-Data
contract model
August
- First Private Sale of GreenTokens through annualised Vesting over ten
years in France Germany Finland Italy and Sweden for wind and solar
power plants
- First gigawatt serviced by WPO and secured under the Services-For-Data
contract model
October First Private Sale of GreenTokens through simple Vesting to German
institutional buyer
November
- First Private Sale of GreenTokens through annualised Vesting over five
years in the United Kingdom for a wind power plant installation
- Audit of the WPO order book by the Statutory Auditor
December Security audit of WPO Information Systems
2020 January
fully subscribed in less than 24
hours
April Security audit of the Distributed Ledger Technology (DLT) - underpinning
GreenTokens
May - Obtention of the optional visa ICO20-189 from the AMF
- Opening of the reservation of GreenTokens
July parametering in compliance with the
provisions contained in this Information Document
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August Proof of Concept (POC) of the GoCert certificate under Tezos technology
September Opening Tuesday 8 September
October Public Token Offering (See Time frame of the Public Token Offering)
November
Closing Thursday 12 November
- Publication of the result of the Public Token Offering
- Issuance of the GreenTokens and if applicable cancellation (destruction)
of unsold GreenTokens
December
- Attribution of GreenTokens to subscribers
- GreenGreenToken listing
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
2021 March
- Delivery of the Minimal Viable GoCert Consortium
- Issuance of the first GoCert certificates
Figure 21 GreenToken Project timeline
See also Sections Time frame of the Public Token Offering and GreenTokens time frame of use
84 Milestones
Technical In 2018 and 2019 our Blockchain-pilot produced 110000 GoCert1 certificates representing 110
gigawatt hours of green electricity production from ten wind sites in France We secured the ability
to issue around 15 million GoCert1 certificates representing 1500 gigawatt hours from nearly 200
wind and solar photovoltaic sites operating in 7 European countries
Figure 22 Example GoCert certificates produced by WPO
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In 2020 we doubled this ability to issue GoCert1 certificates to reach a volume of 3000 gigawatt
hours We produce proof of concept of the GoCert certificate in PoS technology (eg Tezos)
Regulations The GreenToken Project is intended to operate in all countries where WPO already services wind and
solar power plants regardless of the outcome and where applicable the terms of Brexit (see Section
Legal and regulatory aspects specific to WPO or the GreenToken Project)
In particular the Competition Directorate of the European Commission has informed us that
Furthermore we are expanding our consultations with the administrations of each Member State of
the European Union based on the progress of our commercial deployment
Taxes We received a statement (tax rescript) from the Tax Legislation Directorate of the French Ministry of
Economy and Finance approving our proposal to process VAT on GoCert certificates and
GreenTokens for WPO and their buyers See Section Tax regime applicable to the holding of
GreenTokens in France for French subscribers)
Accounting The sales of GreenTokens recorded in 2018 and 2019 were certified by the Statutory Auditor as part of
its audits of the WPO financial statements (see Section
accounts)
Sales More than 1000 megawatts of new Services-For-Data mandates were signed in a year and a half with
for example the producers AALTO POWER BALLAMAN ENERGIE PARTAGEE and TOTAL QUADRAN
(TOTAL group)
Today Services-For-Data is deployed in seven countries (France Germany Finland Ireland Italy the
United Kingdom and Sweden) for all types of wind and solar photovoltaic installations
Our first GreenTokens were sold for example to EacuteNERGIE PARTAGEacuteE a subsidiary of the alternative
green energy supplier ENERCOOP to the local community
infrastructure funds AREAM RENEWABLES and GOODYIELDS CAPITAL and to the UK local
community producer WINDCLUSTER The total amount of commitments to purchase GreenTokens
thus contracted is 16 million over the period 2020-29 The contract model used is the standard
contract for the sale-purchase of GreenTokens through simple or multi-year Vesting
to WPO and
participate in the WPO certificate system without affecting their entitlement to receive
European Commission Directorate-General for Competition (Unit B2 - State aidEnergy
and Environment) on 25 January 2019 (Email)
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Other institutional clients of WPO have signed options to purchase or have expressed intentions to
purchase GreenTokens For example the German infrastructure fund PRIME CAPITAL and Irish fund
NTR The total amount of options for the sale-purchase of GreenTokens is 14 million over the period
2020-29
9 Fees related to the Public Token Offering
WPO has financed the GreenToken Project for two years using self-financing and short-term debt
bull In 2018 WPO self-funded the launch of the GreenToken Project for an amount of 361457 for
875 of Private Token Sale
bull In 2019 WPO self-funded the GreenToken Project for an amount of 204096 for 216271 of
Private Token Sale
bull In January 2020 WPO completed a bond issue14 of 600000 which was fully subscribed in
less than 24 hours as part of a crowdfunding facility for among other things pre-financing
the development of the GreenToken and the Minimum Viable Product of the GoCert
certificate
Part of the funds received from the Public Token Offering will cover these costs (see Section Allocation
of funds and Digital Assets collected)
14 The bond issue to accelerate WPO Innovation launched on the crowdfunding platform LENDOSPHERE (wwwlendospherecom) wwwlendospherecom under the reference P1531 in January 2020 (Source)
The sale of GreenTokens effectively invoiced and paid for in 2019 amounted to 216000
plus a total contracted purchase amount of 16 million and purchase options of
14 million over the 2020-29 period to be delivered from the Reserve
All the GoCert certificates issued in 2018 were sold to French company F2A at the
exchange rate of four GoCert certificates for one GreenToken (ie 110000 GoCert
certificates for 27500 GreenTokens)
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10 Allocation of funds and Digital Assets collected and
use of self-held tokens
101 Use of self-held tokens
- e GreenTokens attributed to WPO as part of the Project
when the tokens are issued and allocated to the Reserve together with the GreenTokens that WPO
buys back
The governance of self-held tokens and the information to the public of their use comes under the
Obligations and capacities of the Committee
Use of the GreenTokens Reserve Part of the GreenTokens issue is allocated to the Reserve The Reserve holds the initial amount of
GreenTokens defined in the Section Allocation structure plus any unsold tokens from the Private
Token Sale
This Reserve held by WPO is intended to meet the demand for GreenTokens of the Services-For-
Data long-term buyer category The price of WPO services is set at the market value in legal tender
currency and the price of the GreenToken is set at its Nominal Value
In the event of a lack or excess of liquidity of the GreenTokens WPO will act reasonably and may use
the Reserve to at its discretion and after giving notice to the Investment Advisory Committee
purchase and sell GreenTokens
When a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled As a
result the Reserve is expected to run out within 5-10 years (see Section Organise the expiry of
GreenTokens)
Redemption of GreenTokens by WPO Anyone - historic or new client data holder or not - will be able to exchange their GreenTokens for
WPOs new goods and services
It will be possible to pay in whole or in part for the goods and services in legal tender currency andor
with GreenTokens at their Utility Value
Thus on the date of invoicing by WPO and
bull before the Token Listing the Utility Value is equal to the Nominal Value ie one (1) euro
bull after the Token Listing the Utility Value will be the lower of one (1) euro and the Exchange
Value as illustrated in Figure 23 below
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Figure 23 Redemption of the GreenToken by WPO at Utility Value (non-contractual example)
Finally when a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled
(see Section Organise the expiry of GreenTokens)
102 Allocation of funds and Digital Assets collected
Highly innovative the success of the GreenToken Project requires strong commercial investment
Figure 24) and of course technological investment (see
Figure 24) for at least 24-36 months
To support the growth of its Data Lake WPO must quickly recruit new staff to work in its historical
Figure 24) while GoCert certificate sales will only begin once the
governance of the GoCer Figure 24)
Our new certified goods and services are promoted by a sustained marketing and communication
strategy (se Figure 24)
The Project Management and Legal Works undertaken and Financial Costs incurred associated with
all the transactions represent the overheads of the GreenToken Project (see the corresponding three
lines Figure 24)
Finally Community actions will be undertaken as soon as the Target Amount (Target) has been
Community a Figure 24 These Community actions are not-for-profit
investments in local community or participatory initiatives in support of the Energy Transition They
are placed under the authority of the Investment Advisory Committee
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Figure 24 Allocation of funds and Digital Assets collected according to the amount reached
AMOUNT COLLECTED
USES
SOFT-CAP
15m
TARGET
5m
HARD-CAP
10m
Business Development
To enable the deployment of Data Services and the GreenToken Network on a large scale
25 29 25
Technology
For the development and implementation (Design Build Test Deploy) of DLTs underpinning the issuance of GreenTokens and GoCert certificates
25 20 15
Recruitment
siness activities 25 20 20
Governance
To create and then frame (Plan Launch Articulate) the GoCert Consortium within the meaning of its governance - on-chain (directly executed by the code and Smart Contracts) - off-chain (executing in committees between founding players)
5 10 5
Marketing amp Communication
To promote and enhance the value of GreenTokens and GoCert certificates 5 10 10
Legal Works
5 5 4
Project Management
For the Project management including the Strategic Committee Investment -ordination of the
GreenToken Network
5 5 4
Financial Costs
Interest fees and commissions due in respect of the financing
exchange risk part of the bond issue carried out in January 2020 and the escrow and Lock-up fees associated with the public offering
5 2 2
Community actions
Non-for-profit investments purpose in local community or participatory initiatives in support of the Energy Transition representing 15 of the amount collected from the first euro beyond the Target Amount (Target) when the Tokens are offered to the public
0 0 15
If the Target Amount (Target) is reached the detailed allocation of funds and Digital Assets collected
during the Public Token Offering breaks down as shown in Figure 25 on the next page
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Figure 25 Allocation of funds and Digital Assets collected in euros (where Target Amount is reached)
Financial requirements for the development of the Project and any financing
already obtained
Figure 26 details the funding needs and corresponding resources (already obtained or to be obtained)
in the event that the Target Amount is reached
Figure 26 GreenToken Project Funding (where Target Amount is reached)
NEEDS EUR
(thousands) RESOURCES
EUR (thousands)
Business Development 1500 Self-Financing (including Private Token Sale)
566
Technology 1030 Grant public support 0
Recruitment 1030 Public Token Offering (ICO) 5000
Governance 500
Marketing amp Communication 500
Legal Works 250
Project Management 250
Financial Costs 100
Repayment short-term debt 600 Short-term debt (Lendosphere crowdfunding) 600
Contingencies (7 ) 406 Other liabilities 0
TOTAL (NEEDS) 6166 TOTAL (RESOURCES) 6166
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PART 3 - RIGHTS AND OBLIGATIONS ATTACHED TO
GREENTOKENS
1 The GreenToken
The token offered in the public offering is the GreenToken and its code is GTK
Figure 27 GreenToken logo
11 Rights and uses of the GreenToken
The holding of GreenTokens that correspond to the classification of Utility Tokens within the meaning
of article L54-10-1 1deg of the CMF entitles their holders to acquire the certified goods and services of
WPO and the GreenToken Network This right if exercised enables holders to exchange their
GreenTokens for GoCert certificates
Figure 28 Use of GreenTokens
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GreenToken Network A network of professional partners engaged in the operation and optimisation of the energy sector
and that accept GreenTokens is being established It is the GreenToken Network
To date and subject to the success of the public offering the members of the GreenToken Network are
bull AREAM RENEWABLES Infrastructure Fund owner of wind and solar power plants
bull BCS ASSURANCES insurance broker
bull DREHPUNKT software solutions editor
bull ENDIPREV independent maintenance
bull ENRSUR insurance broker
bull GOODYIELDS CAPITAL Infrastructure fund owner of wind and solar power plants
bull SYNERIA independent technical advice
bull TALVEG WIND independent maintenance
bull WIND CLUSTER independent producer
bull WPO asset management for third parties and independent technical advice
The interest for professionals in joining the GreenToken Network is to expand their client base and
volume of business with GreenToken holders through a fit-for-purpose and innovative tool and to
access using GreenTokens the resources of other members of the Network (see Section GoCert1 -
enhanced technical expertise)
Practically a member of the GreenToken Network submits a quote to its client in euros The
client places an order with it The member renders the service and bills for it Its client must
hold (and if necessary acquire) all or part of the value in GreenTokens which will be used for the partial
corresponding GoCert certificates by WPO (See Section Redemption of GreenTokens by WPO)
It will be possible to pay in whole or in part for the goods and services in a currency that is legal
tender andor with GreenTokens at their Utility Value
In exchange for the GreenTokens the member has received it will be able to access the goods and
services of the other GreenToken network members including WPO finally if necessary it will be
able to resell its GreenTokens to the secondary market (see Section GreenToken listing)
Subject to sufficient liquidity of the GreenToken the GreenToken Network is the enabler for the
expansion of the business model (or Tokenisation) launched by WPO and this also applies to its entire
professional ecosystem
Within 24 to 36 months of the Public Token Offering we expect the GreenToken Network to achieve
the maturity and diversity required to contribute significantly through the use of the GreenToken to
the acceleration of the Energy Transition
Difference between GreenTokens and GoCert Certificates GoCert certificates underpin Our new certified goods and services To acquire GoCert certificates it is
necessary to purchase GreenTokens
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Only GreenTokens are offered for public subscription under the Public Token Offering and will be
listed on a Digital Asset exchange platform
GoCert certificate Price WPO will apply a catalogue price for each type of GoCert certificate in euros and the buyer will have
the ability to pay for them with GreenTokens whose equivalent value in euros is the Utility Value
On the date of the Public Token Offering and for the year 2020 the price of a GoCert certificate is set
at 025 euros excluding tax which corresponds to the lower range of prices for comparable energy
certificates15
The price of each GoCert certificate sold or for sale in 2020 is fixed at 025 euros
Subsequently WPO may after a public declaration of the Investment Advisory Committee
periodically establish and if applicable revise the value of the GoCert certificate according to its type
(see Section Our GoCert) and market prices on the Certificate Markets
In addition to these prices transaction fees (eg issuance transfer custody andor execution of
certificates) and annual fees (eg admission to the register admission to tender registration of a
facility) are applied by WPO
12 GreenToken technology
GreenToken Distributed Ledger Technology The GreenToken is developed on the ERC20 protocol of the Ethereum network In particular it is
freely transferable to any person identified on the Ethereum network
Tradability To date more than four out of five initial coin offerings in the world (82 ) have been made on the
Ethereum network
The Sales Ether (code ETH) is listed on nearly 80 Digital Asset exchange platforms and accepted by
more than 400 trading places worldwide The daily volume traded in ETH is in the order of 14 billion
euros and the market capitalisation (marketcap) of Ethereum is in the order of 17 billion euros
making it the second most used cryptographic protocol after Bitcoin (code BTC)16
Energy consumption Electrical energy consumption related to GreenToken activity is of course an essential concern for
WPO
To date a transaction on the Ethereum network represents an electric consumption of around 29
kilowatt hours (kWh)
15 Source) 16 Figures shown on the Coinpaprikacom site on April 16 2020 at 2330 Paris time (Source)
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Ethereum plans to change its proof-of-work (PoW) algorithm to a proof-of-stake (PoS) algorithm
called Casper which is a significantly more energy efficient approach This change is announced for
2020
The Investment Advisory Committee will include in its annual report an estimate of the consumption
of electricity related to GreenToken activity using the Ethereum Energy Consumption Index
(Source) or equivalent index as reference indicator
Technology changes Technologies relating to the Distributed Ledger Technology (DLT) rapidly change so WPO reserves
the right to opt for a more energy-efficient technology provided all other performance indicators are
at least equivalent It cannot be ruled out that WPO decides to migrate to Tezos (code XTZ)17 in the
medium term
Any technology change assessment will be carried out by WPO and its advisers and will be subject
to the approval of the Investment Advisory Committee Technologies will be assessed mainly on the
basis of security criteria (IT geopolitical regulatory) performance (speed cost and energy
consumption) marketing (control conservation and token broking) and interoperability with the
GoCert certificate
The public will be informed in advance of such a project and the various communications will detail
the conditions for porting andor additional issuances of GreenTokens of one network or another and
the associated risks
13 Division of GreenTokens
GreenTokens can be divided into billionths ensuring better liquidity
Figure 29 Fractionation of GreenTokens
Fraction 0 1 2 3 4 5 6 7 8 9
Name GTK DGTK CGTK mGTK - - microGTK - - nGTK
Value 1 10-1 10-2 10-3 10-4 10-5 10-6 10-7 10-8 10-9
Prefix - deci- centi- milli- - - micro- - - nano-
14 Cancellation of GreenTokens
The GreenTokens allocated to the Public Token Offering and that remain unsold are cancelled
(destroyed) within eight days of the closing of the Public Token Offering
See also the Section Allocation structure and Section Redemption of GreenTokens by WPO
17 COINHOUSE 8 April 2019
(Source)
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2 Operating costs of the GreenToken
21 Subscription in currency that is legal tender
Subscribers subscribing to the GreenToken Public Offering in currencies that are legal tender bear
the costs associated with their subscription
The applicable fees are any fees and commissions applied by their own payment providers (banks
credit and payment card organisations foreign exchange agents etc) and the fees applied by the
operator of the EQUISAFE subscription platform These will be indicated at the time of confirming
the purchase of GreenTokens and will appear on the invoice issued for each subscription
22 Subscription in Digital Assets
Subscribers subscribing to the GreenToken Public Offering in Digital Assets bear the costs associated
with their subscription
The applicable fees are any fees and commissions applied by their own service providers (eg Digital
Asset exchange platforms brokers banks foreign exchange agents etc) underlying network fees
(Gas) and fees applied by the operator of the EQUISAFE subscription platform These will be indicated
at the time of confirming the purchase of GreenTokens and will appear on the invoice issued for each
subscription
23 Why does WPO not bear the subscription fee
By choosing the most accessible Minimum Subscription Threshold WPO is liable to pay fixed and
variable costs which combined would negatively affect the Amount Effectively Collected for the
GreenToken Project
As we want each subscription to have a useful impact on the Energy Transition we choose to leave
each subscriber to decide whether he or she agrees to help us by keeping the subscription costs at
his or her own expense
We also choose to apply a single subscription fee rule because for WPO subscriptions made in euros
Bitcoins or Ethers are of equal importance to the success of the GreenToken Project
24 Issuance of GreenTokens
The costs associated with the initial issuance and transfer of GreenTokens to their subscribers are
borne by WPO
These costs consist of any charges and commissions applied by the underlying network charges (Gas)
and the fees applied by the operator of the EQUISAFE subscription platform excluding fees and
commissions applied by the exchange platforms
brokers banks foreign exchange agents etc)
25 Lock-up of GreenTokens
If applicable the Lock-up custody fee is paid by WPO (see Section Conditions of custody of
GreenTokens held by subscribers
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26 Subsequent operation of GreenTokens
Once issued to subscribers GreenTokens do not incur any WPO fees
Third-party custody fees may apply according to the terms and conditions for the safekeeping of the
GreenTokens held by the subscriber
WPO informs subscribers that subsequent transaction fees will most likely be applied to the transfer
of GreenTokens by third parties involved in these transactions as is generally applied to the transfer
of Digital Assets
3 Previous GreenToken issues
No tokens have yet been issued by WPO
4 Rules and conditions for use and operation of
GreenTokens
41 Principles
The purchase or subscription of GreenTokens is subject to a number of conditions and in particular
bull eligibility conditions in relation to WPOs obligations to identify buyers or subscribers in the
context of inter alia the AML-CFT procedure and the due diligence obligations to which WPO
is subject and
bull Agreement
bull compliance with the General Terms and Conditions of Use of GreenTokens available on the
EQUISAFE site and to be accepted prior to the acquisition of GreenTokens
42 The Agreement
Regardless of the method of acquisition used (through the General Terms of Use or otherwise) the
subscriber or buyer of GreenTokens in the context of this Public Token Offering Buyer
required to comply with a number of obligations to ensure the security of the Project The purpose of
these obligations is to ensure security for everyone
Any subscriber or buyer in connection with the Public Token Offering is therefore invited to read
in particular the commitments below which will be in substance those which it must take in the
Agreement
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General commitments (a) The Buyer agrees not to distribute in any way whatsoever all or any part of the Information
Document in any country or jurisdiction where such distribution is prohibited or requires an
Authorisation for WPO the Information Document andor GreenTokens
(b) The Buyer agrees not to transfer in whole or in part regardless of the form or terms of such
transfer (assignment contribution donation other Transfer
GreenTokens or the rights attached thereto in any country or jurisdiction where such Transfer
is prohibited or requires the Authorisation of WPO the Information Document andor the
GreenTokens In particular but not exclusively the Buyer agrees not to transfer the
GreenTokens andor a right to a GreenToken to an
i any private person resident in the United States
ii any partnership or company organised or incorporated in accordance with US
law
iii any property of which the executor or administrator is an American citizen
iv any trust whose agent is a US citizen
v any agency or branch of a foreign company based in the United States
vi any non-discretionary or similar account (other than a trust or property) held by
a broker or other trustee for or on behalf of an American citizen
vii any discretionary or similar account (other than a trust) held by a merchant or
other trustee who is organised constituted or (if it is a natural person) resident in
the United States
viii a partnership or company if
(aa) it is organised or constituted in accordance with the law of a foreign
jurisdiction and
(bb) it is constituted by a US citizen primarily for the purpose of investing in
unlisted securities under the United States Securities Act of 1933
unless it is organised or established and held by accredited investors
who are not individuals trusts or real property
(c) The Buyer agrees not to initiate or participate in any legal action arbitration proceedings or
to make an application to any other dispute resolution body in France or abroad (i) against
WPO in the event of total or partial non-performance of the WPO Products non-deployment
or non-performance of the Project even if its GreenTokens have lost all or part of their value
provided that WPO has respected its duty of best endeavours of substantially putting in place
the Project in the form described in the Information Document andor (ii) in any event
against WPO affiliates (including senior executives and employees of WPO affiliates) agents
Other Persons
Identified Identified Persons
the Information Document
(d) The Buyer agrees not to Transfer (including acquiring selling transferring assigning even
free of charge) GoCert certificates for use in support of a commercial offer made by an
electricity supplier to its end consumers to show the share or quantity of energy produced
from renewable sources contained in this offer
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(e) The Buyer agrees to comply with French law and all applicable laws and regulations in each
jurisdiction in or from which heshe transfers a GreenToken a right to a GreenToken andor
all or part of the Information Document or if the foregoing is transferred to himher
(f) The Buyer agrees to return the Information Document to WPO who shall be entitled to
request its return at any time The Information Document and its content may not be
reproduced or used in whole or in part or disclosed by the Buyer to a third party other than
its legal financial or tax adviser provided that they are themselves subject to the same
Specific commitments The mechanism below known as
purchasing GreenTokens to ensure that the commitments it makes to the Identified Persons are also
made by the buyer to whom it transfers GreenTokens The purpose of this mechanism is to secure
the entire GreenToken ecosystem
(a) The Buyer agrees to stipulate as stipulator in accordance with the provisions of article 1205
of the French Civil Code to any person to whom it transfers a GreenToken or a right to a
Transferee ) in the capacity of promisor for the benefit of each Identified
Person as a beneficiary of this stipulation for the benefit of third parties that the Transferee
irrevocably
i undertakes the same commitments as those undertaken by the Buyer under this
Sect
benefit of the identified Persons and
ii makes the same representations as those made by the Buyer in the Agreement
for the benefit of the Identified Persons
the Stipulation
(b) the Buyer as stipulator waives its right to revoke this provision at any time
(c) the Buyer acknowledges as stipulator and WPO acting as a beneficiary for its own benefit as
well as that of all other beneficiaries that the Stipulation becomes irrevocable between the
Buyer as stipulator and the Persons identified as beneficiaries on the date of this Agreement
(d) the Buyer agrees that each Transferee expressly waives its right of revocation of any of its
and conditions of
token or a right to a GreenToken
Indemnification The Buyer agrees to indemnify upon first request any Identified Person for all damages liabilities
compensation financial losses costs disbursements and direct or indirect damages that such
Identified Person has suffered as a result of any breach by the Buyer of such general andor specific
commitments
Subject to the foregoing the Buyer agrees to indemnify the Company in the event of gross
negligence or wilful misconduct under the Agreement
These provisions shall survive termination of the Agreement for a period of ten (10) years
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43 General Terms and Conditions of Use
The General Terms and Conditions of Use set out the terms and conditions of use of the site for the
purchase of GreenTokens The General Terms and Conditions of Use will be available on the
EQUISAFE and WPO websites at the Creation of the User Account stage
5 System on which GreenTokens will be registered
The description of the Distributed Ledger Technology (DLT) on which the GreenTokens will be
registered is specified in the Section GreenToken technology and in the Section PART 6 - TECHNICAL
TERMS AND CONDITIONS FOR THE ISSUE OF GREENTOKENS
6 GreenTokens time frame of use
61 Issuance
The GreenTokens will be issued on the business day following the Publication of the outcome of the
Public Token Offering if the Minimum Amount (Soft-cap) has been reached in accordance with the
Time frame of the Public Token Offering
62 Use
Initially WPO will accept GreenTokens issued as a means of exchanging its new certified goods and
services immediately after the of the Section
GoCert1 - enhanced technical expertise)
We are currently establishing a network of partners of our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchange for their own goods and
services
63 GreenToken listing
The listing of the GreenToken is already pre-secured18 on the French Digital Asset exchange platform
SAVITAR (wwwsavitario)
Subject to the minimum amount (Soft-cap) being reached the first Listing of the Token is scheduled
for the day after the date of publication of the results of the Public Token Offering
Subject to sufficient liquidity the GreenTokens will then be exchangeable between participants
against the other Digital Assets or currencies listed on the platform The Exchange Value will depend
on the level of supply and demand
The conditions for admission of participants and the operation of the Digital Asset exchange platform
are specified on the website wwwsavitario Prior to any use of its services it is important to refer to
the terms and conditions of use of SAVITAR
18 According to the letter of intent signed between WPO SAS and Exchange SAS on 11 February 2020
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7
accounts
71 Monitoring of the token issue using the accounting annex as per
French gaap
The GreenTokens will be issued on the day following the publication of the result of the Public Token
Offering if the Minimum Amount (Soft-cap) has been reached At this time we will proceed with
allocating the GreenTokens shown in the Section Allocation structure according to the following
eight steps which will be included in the notes to the financial statements
Issue of the Quantity
Step 1 Issue of the Quantity of GreenTokens (15 million tokens)
Allocation in connection with the Public Token Offering
Step 2 Deduction of the [X] GreenTokens subscribed for in the Public Token Offering (maximum allocation of 11 million tokens)
Step 3 Destruction of the non-subscribed GreenTokens of the allocation for the Public Token Offering (= 11 million tokens - [X])
Allocation to the Reserve
Step 4 Deduction of the 3 million GreenTokens allocated to the Reserve
Allocation for the Private Token Sale
Step 5 Deduction of the [Y] GreenTokens subscribed for the Private Sale (maximum allocation of 900 thousand tokens)
Step 6 Allocation of non-subscribed GreenTokens to the Reserve (= 900 thousand tokens - [Y])
Allocation for the free distribution to WPO employees
Step 7 Deduction of the [Z] GreenTokens distributed for free to WPO employees (maximum allocation of 100 thousand tokens)
Step 8 Allocation of undistributed GreenTokens to the Reserve (= 100 thousand tokens - [Z])
72 Monitoring subscriptions through accounting
The GreenTokens subscribed for shall be recorded in various recoverable liability accounts (EUR
account BT
counterpart for the Cryptocurrencies collected (account 5205)
During the Private Token Sale During the Private Token Sale accounting entries are made as and when sales occur 2018 and 2019
During the Public Token Offering During the Public Token Offering accounting entries are made on a weekly basis except in the following cases where the accounting entries are made on a daily basis (
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bull The first five days following the opening of the Offering to the Public bull The last five days before the closing of the Offering to the Public bull If applicable when approaching the Minimum Amount (Soft-cap) or the Maximum
Amount (Hard-cap)
Funds in currencies that are legal tender will be confined to the LEMON WAY Payment Service
Provider until as the case may be their payment to the Escrow Account of the UZES Financial
Custodian or their repayment
il where applicable
repayment
Collected funds in currencies that are legal tender and Cryptocurrencies will be recorded in an
aggregated manner (and not by subscriber) in WPO accounts
The cases of freezing of assets or rejection of a subscription shall be managed at the level of the
Custodians and no accounting entries shall be entered by WPO
GreenTokens taken to the Reserve not proposed for subscription will not be recorded under assets
but will be shown in the notes to the financial statements
At the end of the Public Token Offering
If the Minimum Amount (Soft-cap) is not reached
A deduction is made in the amount recognised in the various recoverable liability accounts with a
cash counterpart in euros or in Cryptocurrencies collected which is repaid (see Section Refunding of
Subscribers)
If the Minimum Amount (Soft-cap) is reached and up to the Maximum Amount (Hard-cap)
The amounts recognised as recoverable liabilities are transferred to deferred income which is then
the subject of a release of the escrow accounts and a transfer to the WPO accounts (see Section End
of subscription period and restitution)
If the Maximum Amount (Hard-cap) is exceeded
A deduction is made in the amount recognised in the various accounts of recoverable debts with an
excess cash counterpart in euros or an excess counterpart in Cryptocurrencies which is repaid (see
Section Refunding of Subscribers)
Use of GreenTokens in exchange for WPO goods and services
After the issue WPO will recognize on the liabilities side of its balance sheet the total amount of
services remaining to be provided in return for GreenTokens in the form of deferred revenue on
issued tokens The sale of goods or services will give rise to the issue of invoicing in euros which will
trigger the reversal of deferred products in return for the turnover of the number of GreenTokens
used The amount of reversal and turnover corresponding to the goods and services produced will be
equal to the number of GreenTokens used multiplied by the Subscription Price which will be
determined according to the FIFO method in application of article 619-7 of the regulations of the
Accounting Standards Authority (ANC) on the issuance and holding of tokens
At the end of the use by the bearers of the entire quantity of tokens issued in exchange for goods and
services the products recorded in advance will have been reversed
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PART 4 - RISK FACTORS
1 Economic risks
11 Risk of partial or total loss of investment
During the GreenToken Public Offering If the Public Token Offering does not meet its target (Non-
Achievement of Minimum Amount (Soft-cap)) subscribers will be fully reimbursed for the amounts
of their subscriptions less any transaction and commissioning costs related to transactions by which
funds are collected and held in escrow
After the GreenToken Public Offering To the extent that it is not certain whether the Project will be
carried out in whole or in part or even whether there will be any interest in the products and services
linked to the Project subscribers are advised that the value of the GreenTokens is not guaranteed
and can rise or fall even to zero Subscribers should not subscribe for GreenTokens if they are unable
to bear the consequences of such a loss
There is no guarantee that the Project will be fully or partially completed and more generally there
is no guarantee that subscribers will be able to resell their GreenTokens or that the GreenTokens will
enable them to obtain products or services other than those covered by the Project
12 Foreign exchange risk in particular to the Euro or any foreign
currency borne by the subscriber
The GreenTokens can only be subscribed for in euros Bitcoins or Ethers If the Public Token Offering
achieves its threshold target (Achievement of the Minimum Amount (Soft-cap)) then the
subscriptions thus made will be in whole or in part converted to reach and retain an amount in euros
equal or by default approaching at most the Minimum Amount (Soft-cap) Subsequent conversions
could be deferred pending a favourable exchange rate and the Project could in whole or in part be
delayed accordingly
The subscriber alone bears the cost and risk of converting the value of hisher subscription from a
currency(ies) that are legal tender or from Cryptocurrency(ies) to the subscription currency or
Cryptocurrency(ies) ie euros Bitcoins or Ethers
If the Public Token Offering achieves its threshold target (Achievement of the Minimum Amount
(Soft-cap)) the risk of a change in the exchange ratio to euros of the Digital Assets collected in Bitcoin
and in Ether between the subscription value date and the closing value date of the offering is borne
by the subscriber This means that the number of GreenTokens specified when subscribing in
Cryptocurrency (BTC or ETH) may differ from the amount of GreenTokens effectively exchanged with
it on the closing date of the offering
Example If on the subscription date 1 Bitcoin is worth 1000 euros and 1 GreenToken is worth 1 euro
(non-contractual values indicated to simplify without any applicable charges or commissions)
- If at the close of the offering to the public 1 Bitcoin is still worth 1000 euros the
subscriber will obtain 1000 GreenTokens
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- If at the close of the offering to the public 1 Bitcoin is worth no more than 500 euros the
subscriber will ultimately obtain only 500 GreenTokens
- If at the close of the offering to the public 1 Bitcoin is worth 2000 euros the subscriber
will ultimately obtain 2000 GreenTokens
Similarly in case of repayment repayments are made in the legal tender currency or in the
Cryptocurrency used for subscription either euros Bitcoins or Ethers The risk of a change in the
exchange ratio to euros of currencies that are legal tender (other than the euros) or of Digital Assets
(other than Bitcoins and Ethers) between the subscription value date and the refund value date is
borne by the refunded subscriber
13 Risk associated with the valuation of tokens
ter alia correlated to the value of the services and products
included within the framework of the Project and to the Exchange Value
services and products offered by
professional partners) In the event of the insolvency liquidation or dissolution of WPO (or of the
professional partners of the GreenToken Network) the Utility Value of the GreenTokens could
become zero
The Exchange Value of the GreenTokens for legal tender currencies or for Digital Assets is correlated
to the supply and demand on the Digital Asset exchange platforms
WPO assumes no responsibility for the exchange purchase or resale of GreenTokens on the Digital
Asset exchange platforms
14 Secondary market absence risk
GreenTokens are Utility Tokens that are included in a new class of digitalised assets These assets are
described as Digital Assets within the meaning of the PACTE law In view of the lack of maturity of
the market for the Utility Tokens in France and the rest of the European Union as well as in most
geographical areas of the world the application for the GreenTokens to be listed on the Digital Asset
exchange platforms may not be accepted Thus no assurance can be given as to the existence of a
secondary market
If a secondary market for GreenTokens develops this market may not be liquid As a result
subscribers may not be able to sell their GreenTokens easily or at prices that would provide them with
a valuation gain comparable to similar investments benefiting from a developed secondary market
15 Risk of GreenToken market volatility
There is a strong likelihood of volatility in the GreenToken market due to factors inherent to
GreenTokens and to external factors For example the market value of GreenTokens is likely to be
strongly correlated with the value of the main Cryptocurrencies Also in the event of volatility the
market value of GreenTokens could be less than the value of the services to which they give access
or the Subscription Price discounted or not of the GreenTokens
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16 Risk related to the commitments of the subscriber
The subscriber of GreenTokens is subject to a number of obligations In particular the purchase of
GreenTokens requires the purchasers whether following the subscription of the GreenTokens or their
purchase to undertake to (i) not transfer them to purchasers in jurisdictions requiring an
Authorisation for WPO GreenTokens or for the Information Document and (ii) that the persons to
whom they transfer the GreenTokens make the same type of undertaking to WPO and to the other
Identified Persons The subscriber bears the risk of having to indemnify WPO and more generally
the Identified Persons in the event that the transferee fails to respect such an undertaking
17 Risk associated with the use of GoCert certificates
GoCert certificates cannot underpin a commercial offer that an electricity supplier makes to its end
consumers to show the energy contained in the offer is produced from renewable sources
2 Technological risks
21 Risk of errors or security flaws allowing for hacking or theft of the
issuance platform
Hackers or other malicious or criminal groups or organizations may attempt to interfere with the
WPO Information Systems the platform managed by EQUISAFE on behalf of WPO or the
GreenTokens in several ways including but not limited to service denial attacks Sybil attacks
spoofing malware attacks or attacks based on consensus or theft of WPO identification information
In order to reduce these risks Cybersecurity and detection systems for technical malfunctions are
put in place
22 Risk of loss or theft of the vate key
Any subscriber of GreenTokens that holds their GreenTokens in safe keeping themselves must be
careful not to disclose their private keys Any third party who has access to private keys including by
accessing the connection IDs of an electronic wallet or of a vault service used by a token carrier (the
Wallet could steal the GreenTokens andor hack the Wallet
Similarly any subscriber of GreenTokens can only access their Wallet by using their personal
identification information The loss of such identification information could result in the impossibility
of accessing or using the GreenTokens Theft of this identification information could result in the theft
of the GreenTokens In fact any third party who obtains access to the identification information or
s
In order to minimize this risk subscribers must protect themselves against persons who access their
electronic devices without authorisation It is also recommended that the subscribers of GreenTokens
securely store their identification information in one or more separate location(s)
23 Risks related to the monitoring and safeguard of Digital Assets
Despite the efforts made by the COINHOUSE Depository the holding accounts and escrow accounts
(as indicated in Figure 40) allowing the Cryptocurrencies collected in connection with the Public
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Token Offering to be held in escrow are vulnerable to attacks as well as sudden and significant
fluctuations in value Any successful attack or significant fluctuations in value poses a risk to the
subscribers of GreenTokens of losing part or all of their funds
24 Risks linked to the Distributed Ledger Technology (DLT) on
which GreenTokens are registered and the platforms on which
GreenTokens can be exchanged
Consensus algorithms are essential to maintaining the integrity and security of a Cryptocurrency
network They provide the distributed nodes with a means of reaching an indisputable consensus on
the Blockchain register
The Proof of Work (Pow) consensus algorithm is considered one of the most effective solutions
against consensus attacks such as the 51 attack (or majority attack) or other Byzantine attacks Not
only because the network is decentralised but also because the high costs associated with the
mining process make activity by miners with the aim of disrupting the network unlikely Any
successful attack poses a risk to the subscribers of GreenTokens of losing all or part of their funds
A security audit of subscription platform and a compliance audit of the subscription and
issuance process with this Information Document will be carried out by the opening of the Public
Token Offering
Similarly the SAVITAR Digital Asset exchange platform has initiated a continuous security campaign
on the YOGOSHA platform since January 2018 No security flaws have been reported for several
months showing a level of security consistent with current best practices
It is specified that CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario)
provide or could provide one or more services concerning Digital Assets listed in article L 54-10-2 of
the French Monetary and Financial Code Consequently it cannot be ruled out that
CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario) will have to be
registered with the AMF and that the conditions for this registration will not be met Where
applicable WPO may be required to use the services of another exchange platform previously
registered with the AMF The subscriber may have to ensure compliance with these conditions in the
event of a change of platform
However there may be a risk of malfunction inherent to any computer programme and despite the
checks carried out by WPO or its partners a technical failure remains possible The same
considerations should be taken into account in the event of a migration to another Distributed
Ledger Technology (DLT)
3 Risks linked to the Project
31 Risk asso
on the Project or any event that may impact the Project
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Annual Report of the Statutory Auditor specific to the management of tokens over the year In the
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event that the Committee is unable to publish the report the WPO Directorate would take over its
communication obligations until such time that the Committee can resume its work Also the risk
associated with the lack of regular communication by the issuer on the Project or any event that may
impact the Project is low
32 Risk of failure in the launch or technical and operational
development of the Project
The GreenToken is designed to be a service token (Utility Token) to obtain goods or services offered
by WPO in connection with the Project and in particular private production certificates (GoCerts) to
be issued by WPO in connection with the Project The issuance of the GreenTokens and their sale by
WPO is thus intended to enable the Project to be carried out There is no certainty that WPO will be
able to implement the Project under the terms set out in the Information Document or even if the
Project as such will be implemented WPO being bound only by an obligation of best endeavours
for its implementation WPO disclaims any liability and provides no
assurance as to the accuracy and reliability completeness or timeliness of the services offered by
WPO or the results obtained from the use of these services Any change or new fact likely to have a
significant influence on the investment decision of any potential subscriber that occurs between the
AMFs approval and the closing of the offering must be described in an amended information
subscribers with prior information pursuant to article L 552-6 of the CMF and specified in the AMF
Instruction 2019-06 the Project may at any time evolve according to what WPO considers to be in its
best interest in order to implement the Project as set out in the Information Document andor as it
may or may have evolved
33 Risk of material modification of the Project and of rights attached
thereto
We do not anticipate a change in the rights attached to GreenTokens regardless of (i) the commercial
commitments made and (ii) the expected changes in renewable energy development Thus without
change in the laws and regulations in France the GreenTokens once they have been issued will
continue to give access to GoCert Certificates However no assurance can be given as to the adoption
of a European Union text harmonising the legal qualification of Digital Assets and which could have
an impact on the current qualification of GreenTokens and related rights WPO excludes any liability
that such an event could have on the recognition of rights and the value of GreenTokens
34 Risks related to the requalification of the scope of the offering from
the point of view of consumer law
If a court considers that under the consumer law it is not an offering of digital content not supplied
on a material medium but rather a financial service the waiver of the right to withdraw as provided
for in connection with the offering may not meet the legal conditions
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35 Risks related to the lack of visibility on the regulations applying to the
offer of tokens in all jurisdictions in which the tokens will be offered as well
as the taxation applying to the token subscribers
The terms and conditions of offer sale and taxation of GreenTokens are governed by French law in
force on the date of this Information Document and in particular by the provisions of the PACTE Law
for marketing on French territory
No assurance may be given as to the consequences of any court or administrative decision or
amendment of French laws or regulations after the date of this Information Document Such a
decision or change may have a medium to high negative impact on subscribers and have an adverse
effect on the value of GreenTokens
WPO also disclaims any liability for the adoption of a European Union text harmonising the legal
qualification of Digital Assets which may have an impact on the current qualification of GreenTokens
and rights attached thereto
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PART 5 - CHARACTERISTICS OF THE TOKEN OFFERING
1 Number of GreenTokens to be issued
11 Quantity
The Quantity of GreenTokens is set at fifteen (15) million tokens
12 Allocation structure
bull Eleven (11) million GreenTokens are allocated to the Public Token Offering Unsold tokens will
be cancelled (see Section Cancellation of GreenTokens)
bull Three (3) million GreenTokens are allocated to the Reserve held by WPO and planned to
satisfy the mandatory demand for GreenTokens (see Section Our Services-For-Data)
bull Nine hundred thousand (900000) GreenTokens are allocated to the Private Token Sale
Unsold tokens will be placed in the Reserve
bull One hundred thousand (100000) GreenTokens are allocated to the Free distribution of
GreenTokens to WPO employees
Figure 30 GreenTokens allocation
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2 Amounts of the issue
21 Expected Amounts
The objectives of the issue for the Public Token Offering are as follows
Figure 31 Expected amounts of the issue
22 Amount Effectively Collected
At the end of the public offering the Amount Effectively Collected is determined as follows
bull The exchange ratios of the BTCEUR and ETHEUR pairs are recorded by the bailiff one hour
after the closing of the subscription
bull The amount in euros and the number of Digital Assets (BTC and ETH) effectively received on
the custodians escrow accounts shall be recorded by the judicial officer on the sixth working
day at 2pm after the closing of the subscription
bull Based on these findings the Amount Effectively Collected is (i) calculated by WPO (ii)
certified by the Statutory Auditor and (iii) published by the Chairman of the Investment
Advisory Committee at 4pm on the same day (See Section Time frame of the Public Token
Offering)
currencies that are legal tender and the amounts in Digital Assets effectively received on the escrow
accounts of the Custodians up to and including the sixth business day (T+6) converted into euros at
the Exchange Rates applicable on date T The proceeds from the Private Token Sale are excluded
from this sum
23 Exchange Rate
The applicable Exchange Rates for conversions of Digital are the
exchange ratios traded at 100 am in the morning (Paris time) of the following day (T+1) recorded on
the Kraken Digital Asset exchange platform (Source) or equivalent
The Cryptocurrency collected will be converted to euros only after the Public Token Offering (see
Section
or foreign currencies)
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3 GreenToken Subscription Price
31 Subscription Price
The Subscription Price for the GreenToken is set at 095 euros
32 Minimum Subscription Threshold
The Minimum Subscription Threshold is set at 100 euros
33 Discounts offered by category of subscribers
Category A Premium Subscriber Any subscriber without distinction benefits from an additional discount of - 5 of the Nominal Value
for each tranche of 50000 euros of purchases of GreenTokens (cumulative for each beneficial owner)
limited to 50 of the Nominal Value and within the limit of the stock of available tokens
Each half-tranche of 25000 euros of GreenToken purchases is subject to a lock-up period (Lock-up A)
of one month from the Listing of the Token (see Section Conditions of custody of GreenTokens)
Purchase tranche 0 -
50
50 -
100
100 -
150
150 -
200
200 -
250
250 -
300
300 -
350
350 -
400
400 -
450
450 -
500 (in thousands of euros)
Subscription Price A (EUR) 095 090 085 080 075 070 065 060 055 05
Category B Long-term subscriber Subject to making at least 10000 euros of GreenTokens purchases (cumulative for each beneficial
owner) any subscriber without distinction benefits from an additional discount of -5 of the
Nominal Value per lock-up year (Lock-up B ) granted limited to 50 of the Nominal Value and within
the limit of the stock of available tokens (see Section Conditions of custody of GreenTokens)
Lock-up (years) 0 1 2 3 4 5 6 7 8 9
Subscription Price B (EUR) 095 090 085 080 075 070 065 060 055 05
Cumulative discounts The discounts for the categories of subscribers A and B are cumulative and limited to 50 of the
Nominal Value within the limit of the stock of available tokens
Example Laura acquires 78000 euros of GreenTokens She qualifies for the Category A discount She
agrees to a 3-year lock-up period She also qualifies for the Class B discount The Issue Price that
applies to her purchase is Subscription Price A plied by Subscription Price B (3 years)
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Cumulative Lock-up periods Lock-up periods (Lock-up A or B) are not cumulative only the longest of the two applies
Example The subscription of Laura of 78000 euros counts for 3 half-tranches that gives a lock-up
period of 3 months (Lock-up A ) However she also agrees to a 3-year lock-up period (Lock-up B )
therefore the 3-year period (Lock-up B) only applies in this instance
34 Explanations on the setting of the Subscription Price
The GreenToken will have different values during its life cycle The Nominal Value the Exchange
Value the Utility Value and during the Public Token Offering the Subscription Price
Figure 32 Values of the GreenToken over time (Non-contractual example)
Nominal Value
The Nominal Value of a GreenToken is the value of a GreenToken sold by WPO within the specific
framework of the Services-For-Data using the Reserve
In this context [X] euros of services give entitlement to [Y] GreenTokens Thus
bull Before the Listing of the Token the Nominal Value is set at one (1) euro
bull After the Listing of the Token the Nominal Value will be the greater of one (1) euro and the
Exchange Value
Exchange Value The Exchange Value of a GreenToken will be the value of a GreenToken on the secondary market (see
Section GreenToken listing)
In the event of listing on several Digital Asset exchange platforms the Exchange Value of a
GreenToken will be the average exchange value observed on these different platforms on the basis
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of a representative exchange volume measured over a sufficient period prior to the setting of this
value The average exchange value shall be weighted by the exchange volume of each platform
In the event of disagreement over the value the Investment Advisory Committee shall make a public
declaration establishing the Exchange Value
Utility Value See Section Redemption of GreenTokens by WPO
Subscription price The Subscription Price offers a discount to promote the attractiveness of the Public Token Offering
This discount is - 5 compared to the Nominal Value before the Listing of the Token
Additional discounts may accrue for premium andor long-term subscribers
4 Accepted Currencies and Digital Assets
41 Currencies
The currency accepted is Euro (code EUR)(
42 Digital Assets
Accepted Cryptocurrencies are Bitcoin (code BTC) and Ether (code ETH)
43 Exchange ratios with the GreenToken
Currencies The exchange ratio for the [EUR-GTK] pair is equal to the applicable Subscription Price
Digital Assets The exchange ratio is the Exchange Rate applicable on the closing date of the Public Token Offering
as recorded by the bailiff (See Section Time frame of the Public Token Offering) multiplied by the
applicable Subscription Price
5 Steps prior to the Public Token Offering
51 Pre-offering issue
No GreenTokens including GreenTokens from the Private Token Sale are expected to be issued
before the end of the Public Token Offering
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52 Private Token Sale
Between 1 April and 31 December 2019 254500 GreenTokens were sold as part of the Private Token
Sale at an average price of 085 euros for a total amount of 216000 euros
Between 1 January and 30 April 2020 167760 GreenTokens were sold as part of the Private Token Sale
These sales are contracted but not yet invoiced at the date of this Information Document
No GreenToken has yet been issued These sales do not contain any Lock-up condition
Any private-sale negotiation of GreenTokens not yet contracted at the opening of the Public Token
Offering will be suspended
6 Terms of subscription for GreenTokens
In order to subscribe to the Public Token Offering subscribers must follow the process of
downloading the Information Document Recording and identifying in advance any purchase of
GreenTokens (see Figure 34) In this context WPO will use the personal data communicated in
accordance with the GDPR
61 Downloading the Information Document
The Information Document is available for download on the Public Token Offering website
(wwwwpoeu ceptance of a prior notice
62 Pre-booking GreenTokens
Anyone who has downloaded the Information Document may without any commitment from their
part pre-book GreenTokens via an online form (pop-up) For this purpose they must
bull enter a valid email address
bull enter the amount of its pre-booking in the future Public Offering (eg [X] euros in pre-
booking of [Y] GreenTokens [Y] being automatically calculated)
bull If applicable subscribe to the information flow relating to the GreenToken Project
If a pre-booking amount has been entered they will have the option to create a User Account
Otherwise they will be able to create a User Account at any time on the website wwwwpoeu ICO
tab
63 Creation of the User Account
Creation of identifiers The creation of the User Account requires the provision of
bull a valid email address (verified by sending a security email)
bull a password
bull a mobile phone number allowing double-factor authentication (A2F)
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Information requested The information to be entered online without threshold conditions is as follows (Figure 33)
Figure 33 List of information collected during the Registration
NATURAL PERSON LEGAL ENTITY
Mandatory information
First name of User Account Holder Company name of User Account Holder
Last name of User Account Holder Description of the project or activity of the User Account holder
Date of birth of the User Account Holder
Nationality of the User Account Holder Country of registration of the User Account Holder
Country of residence of the User Account Holder
First name of the legal representative of the User Account holder
Email address of the User Account Holder Last name of the legal representative of the User Account holder
Date of birth of the legal representative of the User Account holder
Title of Payer or Beneficiary Contact email of the User Account Holder
-
- Title of Payer or Beneficiary
Recommended information
Main phone of the User Account Holder Registration number (SIREN or equivalent) of the User Account holder
Politically Exposed Person (PEP) number
Supporting documents The list of these documents to download without threshold conditions is available here See the KYC2
List of Documents
Advanced Electronic Signature
by the YOUSIGN signature provider the signature occurs when the unique security code sent by
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Figure 34 Registration Process
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Information in the event of repayment of funds The Bank Identity Form provided at the identification stage will where applicable be used to repay
amounts subscribed in currencies that are legal tender The public address provided at the
identification stage will be used where applicable to repay the Digital Assets subscribed for in Digital
Assets (Figure 38)
-
- e identical Failing that the subscription process will be interrupted
Information on the origin of funds We monitor the origin of the funds collected in relation to (i) the processing of alerts (in the event of
suspicion) and (ii) the knowledge of the customer (KYCKYB) in accordance with our AML-CFT
Procedure This analysis will be delegated to LEMON WAY without threshold conditions in order to
detect any anomalies or abnormal behaviour In the event of suspicion additional information and
supporting documentation will be requested
UZES and COINHOUSE may carry out secondary audits in
accordance with their regulatory obligations or internal procedures
See also PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS ANTI-MONEY LAUNDERING AND
COMBATING THE FINANCING OF TERRORISM AND SECURITY
Amendment of information The user agrees to inform WPO as soon as possible of any changes to the information provided during
n order to
update hisher information and in particular any change in hisher marital status legal capacity
address (tax postal or electronic) mobile phone number title (tax professional)
64 Subscription to GreenTokens
The analysis of the information provided may take from a few minutes to a few days After notification
by EQUISAFE that the Registration has been confirmed the subscriber may log in to his User Account
to purchase GreenTokens The main steps are as follows
1 The subscriber confirms that he has read and accepted the General Terms and Conditions of
Use available online (Figure 34 see above)
2 The subscriber indicates his choice of subscription in euros or Digital Assets (See the Figure
38)
3 The subscriber then indicates the amount of hisher subscription and the possible Lock-up
condition to which heshe voluntarily subscribes (see Section Category B Long-term
subscriber)
4 On this basis the following are shown to the subscriber (See Figure 39 and Figure 40)
a The number of GreenTokens heshe acquires
b The issue price applicable to himher
c The possible lock-up period (Lock-up) applicable to himher
d The subscription fees applicable to himher
e The total price of hisher purchase ie [a x b + d] in euros
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5 The subscriber indicates how heshe will receive their GreenTokens In the first two cases (a)
and (b) below the subscriber will provide a public address for ERC20 compatible Digital
Assets in the third case (c) this address will be specified by the Depository COINHOUSE
a Where the holder is its own depository
b Via a third-party depository
c Via the third-party depository COINHOUSE
6 The subscriber confirms the information relating to the bank account (or public address) of
repayment which is the same as used for the subscription
7 The subscriber confirms their intention to purchase and pay for the GreenTokens subscribed
a The funds in euros are first received in an initial holding account placed in the LEMON
WAY environment and allocated to each subscriber They are then transferred to the
holding account alloc tion Custody of
subscriptions made in legal tender Currencies )
b Digital Assets are first received at one or other public holding addresses Each
business day EQUISAFE (See Section Custody of subscriptions made in Digital
Assets)
i reconciles the amounts received at these addresses with the registered
subscriptions
and subject to the minimum daily collection amount being reached
ii instructs the Depository COINHOUSE to place the Permitted Digital Assets
on the escrow account which executes the instruction
or if applicable
iii instructs the Depository COINHOUSE to return the unauthorised Digital
Assets received which executes the instruction
8 Subscriptions duly collected on the account or public holding addresses are thus deposited
as soon as a minimum amount is reached on one of the two escrow accounts
bull euros at FINANCIERE DUZES (See Figure 39)
bull Digital Assets at COINHOUSE (see Figure 40)
65 Issuance of GreenTokens
At the closing of the Public Token Offering the Statutory Auditor certifies the Amount Effectively
Collected and the WPO Directorate concludes on the outcome of the offering
As soon as the Minimum Amount is reached EQUISAFE mandated by WPO prepares the issuance
of the GreenTokens the allocation of GreenTokens to their subscribers and the cancellation of the
unsold GreenTokens (see Section GreenTokens time frame of use)
This allocation is made by sending to the public address indicated by the subscriber in paragraph 5
of section 64 above Subscription to GreenTokens
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7 Time frame of the Public Token Offering
The time frame of the Public Token Offering is as follows
Figure 35 Detailed timeline of the Public Token Offering (the times shown are Central European Time)
Tuesday 8 September 2020
at 10 am
- Opening of the subscription to the Public Token Offering which
takes the form of the opening of subscriptions on wwwwpoeu
- Publication of the Statutory Auditors report on the Private Token
Sale to date
Thursday 12 November 2020
at midnight
Closing of the subscription to the Initial Coin Offering which results
in the suspension of the subscription function on wwwwpoeu
Friday 13 November 2020
at 1am in the morning ETHEUR pairs to determine the Exchange Rate applicable to the
Digital Assets collected
Friday 20 November 2020
at 2pm
at 4pm
- Bailif
Digital Assets effectively collected (the period between the closing of
the subscription to the Public Token Offering and this statement is
the time required for the last bank transfers and transfers of Digital
Assets to be received and observed on the escrow accounts)
- Certification Amount Effectively Collected by the Statutory Auditor
b
- Publication of the result of the Public Token Offering by the WPO
Directorate and public declaration of the Investment Advisory
Committee in accordance with the certificate of the Statutory Auditor
Monday 23 November 2020
at noon
- Issuance of the GreenTokens and if applicable cancellation
(destruction) of the unsold GreenTokens
Tuesday 1 December 2020
at noon
- Allocation of GreenTokens to each subscriber
- Listing of the GreenToken
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
For a broader timeframe
bull timeline is given in the Section Our history
bull The timeline for the GreenToken Project is given in the Section Timeline
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8 Information on the period after the Public Token
Offering
81 Dilution
The GreenTokens redeemed by WPO in exchange for GoCert certificates will be cancelled As the
GreenTokens are fixed this will result in a gradual reduction in the number of GreenTokens available
over time
Any new offering to the public of GreenTokens would be conditional upon obtaining a new optional
Visa from the AMF
82 GreenTokens buy-back conditions
In the event of excess or lack of liquidity of the GreenTokens on the secondary market WPO shall act
reasonably and may use the Reserve under the control of the Investment Advisory Committee
83 Conditions for cancelling GreenTokens
See Sections Cancellation of GreenTokens and Redemption of GreenTokens by WPO
84 Conditions for the custody of self-held tokens and their placing
on the market
The categories of self-held GreenTokens are listed in the Section Use of self-held tokens None of them
are subject to a custody obligation (no Lock-up)
85 Conditions of custody of GreenTokens held by subscribers
GreenTokens subject to a lock-up period (Lock-up A or Lock-up B as defined in the Section Discounts
offered by category of subscribers) mean that they will be kept by the Depository COINHOUSE in a
segregated account from the time of their issue and for the duration of the Lock-up They will be
delivered to their subscriber at the end of the lock-up period The custody costs are borne by WPO
86 Communications to the public
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Statutory Auditor and Obligations and capacities of the Committee)
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PART 6 - TECHNICAL TERMS AND CONDITIONS FOR THE
ISSUE OF GREENTOKENS
1 Description
The Distributed Ledger T e
Ethereum network which allow the creation registration and transfer of Digital Assets within the
meaning of article L54-10-1 of the CMF
Operational since June 2019 the Secure Financial Transaction Protocol provides a robust modular
and configurable framework It favours as much as possible the logic of permission by the IT code
through Smart Contracts in order to maximize transparency for all parties involved
The Secure Financial Transaction Protocol is designed to maximize interoperability between the
various network participants In general these participants can be divided into four categories
bull The Issuer (WPO) an entity that creates and sells GreenTokens
bull Subscribers entities that have successfully passed KYC identification and AML-CFT
compliance checks and are authorised to purchase GreenTokens
bull White lists (LEMON WAY) are trusted entities that provide LCB-CFT Compliance Identification
and Verification services to network participants
bull
funds collected without directly taking possession of them They can provide services such as
holding funds in escrow or custody of tokens or facilitate the secondary transfer of
GreenTokens
The Secure Financial Transaction Protocol was designed with two central concepts in mind
identification and permission Each subscriber has their identity verified by a White list registration
agent (LEMON WAY) and a unique identity footprint is associated with their portfolio address (see
below Figure 34) Based on this identity information the Issuer and Depositories apply a set of rules
in accordance with the provisions of this Information Document which determines how the
subscriber can interact with them
The Issuer White Lists and Depositories each have their own Smart Contract that defines how they
interact with each other These contracts allow different entities to provide each other with
information within the ecosystem
The security tokens of the Secure Financial Transaction Protocol are based on the ERC20 standard
The tokens are transferred via the transfer and transferFrom methods but the transfer will only
succeed if it passes a series of Blockchain authorisation controls A checkTransfer call returns true if
the transfer is possible (See Figure 36)
The basic configuration includes the identification of the subscriber the monitoring of the number
and limits of subscribers as well as restrictions on the countries and status of each accredited
subscriber The implementation of other modules allows for the addition of a variety of additional
features to meet the specifications set out in this Information Document
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Figure 36 - GreenToken issuance process
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2 Parameters of the automated computer programme
and objective of the functions
The following public link presents the system architecture httpsgitlabcomequisafenyx
The Distributed Ledger Technology (DLT) developed by EQUISAFE is operational and has already
operated on several digital financial transactions for amounts in euros above the Target Amount
(Target) of this offering19
3 Security and Compliance Audits
An audit (and if necessary a security counter-audit)20 of the Distributed Ledger Technology (DLT)
developed by EQUISAFE and an audit (and if necessary counter-audit) of compliance of the
GreenToken subscription and issue process with this Information Document will be carried out by
the opening of the Public Token Offering
Certificates certifying that the comments and recommendations made during these audits are taken
into account will be published on the websites of EQUISAFE and WPO no later than the day of the
opening of the Public Token Offering
The GreenTokens will only be issued once the threshold target (Achievement of the Minimum
Amount (Soft-cap)) has been achieved and after the closing of the Public Token Offering
19 See for example the MEDIA section of the website wwwequisafeio 20 To this end EQUISAFE has commissioned DIGITAL SECURITY SAS (SIREN 810570515 RCS Paris) 50 avenue Daumesnil (wwwdigitalsecurityfr) and the audit is scheduled for March 2020
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PART 7 - CUSTODY AND RESTITUTION OF FUNDS AND
DIGITAL ASSETS
1 Monitoring and safeguarding of funds and digital
assets collected
11 Methods for collecting and managing the funds and Digital
Assets collected as referred to in article 712-6 of the AMF General
Regulation
Subscription in legal tender Currencies See Section Subscription to GreenTokens
See also Figure 39 Process of collecting and sequestration of funds in euros
Subscription in Digital Assets See Section Subscription to GreenTokens
See also Figure 40 Process for collecting and sequestration of Digital Assets
Custody of subscriptions made in legal tender Currencies As long as the cumulative amount of the funds in euros collected on LEMON WAY holding accounts
are less than the Minimum Amount (Soft-cap) the funds collected are held in these accounts
When this amount reaches or exceeds the Minimum Amount (Soft-cap) the funds collected are
h its
authorisations available on the website REGAFI (see Section Euro (EUR) Escrow Account below)
Funds held in escrow remain frozen in accordance with the provisions of this Information Document
and in particular the Section End of subscription period and restitution below
Custody of subscriptions made in Digital Assets Each day and if the equivalent amount observed on one of the public holding addresses at
COINHOUSE reaches or exceeds one thousand (1000) euros (calculated according to the method set
out in Section Exchange Rate) the Digital Assets collected are transferred to the escrow account of
the Depository COINHOUSE CUSTODY SERVICES under Ledger Vault technology (see Section
Bitcoin (BTC) Public Holding Address and Section Ether (ETH) Public Holding Address below)
Practically EQUISAFE reconciles the origin and quantity of the Digital Assets effectively received at
these public holding addresses with the identification information and the White list established by
LEMON WAY EQUISAFE then establishes the release(s) of the authorised transfers to either of the
escrow accounts (BTC or ETH) which is executed by COINHOUSE upon receipt The orphan Digital
Assets are either returned to their original -CFT
Procedure
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This release is a digital file sent daily by EQUISAFE to COINHOUSE This file contains the last name
first name and date of birth of the subscriber the amount effectively received and indicates the status
(White list or not) of this subscription and the confirmed address for any refund
business day
The funds deposited in the escrow account remain frozen in accordance with the provisions of this
Information Document and in particular the Section End of subscription period and restitution below
WPO which holds public holding or escrow addresses positioned in the COINHOUSE environment
never possesses any of the associated private keys
12 End of subscription period and restitution
The release of the escrow accounts is subject to the certification by the Statutory Auditor of the
Amount Effectively Collected
If the Certified Amount is less than the Minimum Amount (Soft-cap Condition of non-achievement
of the Minimum Amount (Soft-cap) then the repayment procedure is followed
If the Certified Amount is greater than the Maximum Amount (Hard-cap) the Condition of exceeding
the Maximum Amount (Hard-cap) is met and the procedure for refunding the excess is followed
As soon as the Soft-cap is reached and after the closing of the Public Token Offering (or in advance
thereof in the event of the Hard-cap being exceeded) the funds and Digital Assets collected are
transfered to WPO by release of the escrow accounts according to the following sequence
Release procedure of the escrow account of the Digital Assets a
Effectively Collected the Depository COINHOUSE will open the Ledger Vault
according to the agreed multi-authorisation procedure and then retrieve the Digital
Assets collected
b Upon presentation of a WPO conversion order the Depository COINHOUSE will
convert all or part of the Digital Assets collected into euros (See Section Foreign
or foreign currencies) and then transfer the amount converted into euros from its
bank account (see Section COINHOUSE current account (EUR)) to the Escrow
c The Depository COINHOUSE will transfer the unconverted collected Digital Assets to
the WPO safekeeping and holding account at COINHOUSE
Procedure for releasing the euro escrow account Upon presentation of the Statutory Auditors certificate attesting to the Amount Effectively Collected
and where applicable after receipt of the Digital Assets converted into euros transferred by the
Depository COINHOUSE funds to the WPO bank
account (see Section WPO current account (EUR))
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13 Identification of holding accounts and escrow accounts to hold
collected funds and Digital Assets
Euro (EUR) Escrow Account The Depository FINAN
below
CIC CREacuteDIT INDUSTRIEL ET COMMERCIAL
IBAN FR76 3006 6107 4100 0208 0642 501
BIC CMCIFRPP
Bitcoin (BTC) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
Ether (ETH) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
COINHOUSE current account (EUR) In the event of conversion of all or part of the Digital Assets collected the Depository COINHOUSE will
transfer the amount converted into euros to the bank account below
FIDOR BANK
IBAN DE82 7002 2200 0020 299 800
BIC FDDODEMMXXXX
WPO current account (EUR) At the end of the uro funds will be paid is as follows
CREDIT COOPERATIF
IBAN FR76 4255 9100 0008 0107 2529 312
BIC CCOPFRPPXXX
14
convert Digital Assets to euros or foreign currencies
The Cryptocurrencies collected during the Public Token Offering will be converted into euros only
after the Public Offering has been completed
21 According to Engagement Letter reference COINHOUSE-20191014 signed on 14092019
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nge rate
applicable to the conversion of at least 80 of that recorded by the bailiff at the end of the Public
Token Offering If when the order is made the difference is greater than 20 the conversion will be
adjourned
By way of exception WPO intends to convert the Digital Assets as soon as possible to have a total
amount collected in euros at least equal to the value of the Minimum Amount (Soft-cap) or
depending on the currency effects as near to this value as possible
Subsequently if all of the Digital Assets collected have not already been converted WPO intends to
convert them cautiously for the purposes of the GreenToken Project in accordance with the
exchange risk management principle set out above
15 WPOs commitment to maintain or implement a monitoring
and safeguard mechanism for the funds and the Digital Assets
collected
The Digital Assets collected during the Public Token Offering and ultimately transferred to WPO
automatically are in part or in full converted into euros (see Section above)
Any balance of the Digital Assets shall be kept at COINHOUSE in accordance with the engagement
letter in place22 (or where applicable at any other custody provider of Digital Assets on behalf of third
parties (DASP) registered by the AMF
2 Refunding of Subscribers
21 Condition of non-achievement of the Minimum Amount (Soft-
cap)
At the closing of the Public Token Offering as shown in the Time frame of the Public Token Offering
the Statutory Auditor certifies the Amount Effectively Collected in euros and the WPO Directorate
records the result of the offering If the condition of non-achievement of the Minimum Amount (Soft-
cap) has been met WPO will return the funds and the Digital Assets collected within sixty (60)
working days from the date of the Statutory Auditors certificate
22 Condition of exceeding the Maximum Amount (Hard-cap)
Each day during the period open for subscriptions at 6pm (Paris time) WPO calculates the interim
value of the Amount Effectively Collected in euros If according to this calculation the Maximum
Amount (Hard-cap) has been exceeded the subscription function on wwwwpoeu will be
immediately suspended by WPO
22 See Note 21 on previous page
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Having anticipated this overrun WPO will then note as quickly as possible as recorded by a bailiff
the exchange ratios of the Digital Assets collected in euros on the Digital Asset exchange platform
chosen for reference23
WPO then notes as recorded by a bailiff the amount of the legal tender currencies and the amount
of the Digital Assets collected and effectively received on the Custodians escrow accounts until the
fifth business day (inclusive) after the day on which the subscription function was suspended
the WPO Directorate records the result of the offering As soon as the condition for exceeding the
Hard-cap is met WPO returns the excess funds and Digital Assets collected within sixty (60) working
days of the date of the Statutory Auditors certificate The excess subscriptions are then repaid in the
order of the last subscriptions effectively received by the Custodians until the value of the Hard-cap
is reached
23 Procedure for refunding the subscribers
This procedure is the same in the event that the condition of non-achievement of the Minimum
Amount (Soft-cap) is met or the condition of exceeding the Maximum Amount (Hard-cap) is met
Case of a subscription in a legal tender currency Throughout the subscription period a subscribers register will be kept by the manager of the
EQUISAFE subscription platform and a payment register will be kept by the LEMON WAY payment
institution which will be reconciled with the statement of the escrow account of the Depository
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends the order of repayments accompanied by the
opinions of the Investment Advisory Committee and the Statutory Auditor to LEMON WAY
who executes it
5- Execution Lemon WAY returns the net euros received from its holding accounts to each
subscriber according to the payment method used on subscription
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber shall
bear all applicable fees and commissions if any by his bank foreign exchange agent etc
23 See Section Exchange Rate
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Case of a subscription in Digital Assets Throughout the subscription period a subscriber register shall be kept by the manager of the
EQUISAFE subscription platform and a register of transfers of Digital Assets received shall be kept by
the Depository COINHOUSE
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends in writing the order of repayments accompanied
by the opinions of the Investment Advisory Committee and the Statutory Auditor to
COINHOUSE who executes it
5- Execution COINHOUSE sends the Net Digital Assets received on its escrow accounts to each
public address recorded at the time of the Registration
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber bears
all applicable fees and commissions if any by its own custody or broking providers etc
24 Foreign exchange risk management at the time of refund
The risk of a change in the exchange ratio of legal tender currencies (other than the Euro) or of Digital
Assets and euros between subscription and redemption is borne by the refunded subscriber
25 Management of risk of incorrect or incomplete address during a
refund
If the information provided for repayment at the time of registration is incorrect or incomplete the
risk of non-repayment is borne by the subscriber However WPO will use its best endeavours (duty
of best endeavours) to correct or complete the address for a reasonable period of two (2) months
following the date of methodological certification of the list of refunds by the Statutory Auditor
26 Address risk management via Digital Asset exchange platform
Repayment is made only to the address used for sending the Subscribers Digital Assets If this
address is the address linked to a Digital Asset exchange platform the refund could be lost and WPO
cannot be held liable Subscribers must take care of organising this themselves in advance with their
provider(s)
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PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS
ANTI-MONEY LAUNDERING AND COMBATING THE
FINANCING OF TERRORISM AND SECURITY
1 Knowledge of subscribers and AML-CFT
Pursuant to article L561-2 7deg ter of the CMF WPO is liable to as an issuer in connection with the
Public Token Offering conduct identification and vigilance measures according to anti-money
laundering and combating financing terrorism regulations (AML-CFT)
In this regard WPO has put in place its AML-CFT Procedure consisting of
bull A system for collecting data regarding identification identity verification and knowledge of
GreenToken subscribers
bull A mechanism for assessing the risk of money laundering and terrorist financing
In this context WPO has outsourced on the basis of article R561-38-2 of the CMF the due diligence
measures to be implemented in connection with the subscription of GreenTokens
In accordance with article L 561-32 I paragraph 4 of the CMF the Money Laundering Reporting Officer
(MLRO) designated for the Public Token Offering holds a high hierarchical position within WPO and
has sufficient knowledge of risk exposure It has also implemented controls over WPO
providers
In this case the MLRO is
hervegagnairewpoeu)
11 Identification and verification of identity
The process of identifying subscribers (KYC and KYB) and the origin of the funds will be carried out
by LEMON WAY at the time of registration (see Figure )
KYC and KYB Process The steps to be followed and the documents to be provided are detailed in the Section Creation of
the User Account
In particular two proofs of identity (with no minimum subscription threshold condition) will be
required and subscribers will be required to sign the request to create the User Account by Advanced
Electronic Signature (see Section Advanced Electronic Signature)
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Acceptance The type of subscribers that do not meet the internal procedures of the Payment Service Provider
LEMON WAY will not be accepted at the payment stage of the subscription platform
subscription presented for collection that is not in compliance particularly with regard to the
completeness of the information provided or with regard to their own AML-CFT provisions (See Figure
39 and Figure 40)
The WPO Directorate will question all third-party providers involved in the subscription process to
ensure compliance with applicable regulations and procedures
12 Risk Classification
The assessment of the level of risk may result from the analysis of the subscriber and the risk approach
in certain cases or from a legal or regulatory presumption (types of legal persons activities or
distribution channels listed by the texts as posing a low risk of money laundering)
RISK EXPLANATION
LOW
Equivalent to the lowest AML-CFT risk It can be shown by the ease by which subscribers are monitored by procedures that are not complex or that generate low flows by simple means by which GreenTokens are acquired (payment in a legal tender currency ) and for low volume (less than 1000 euros) The management of related risks is easy and a simplified due diligence system can be sufficient to manage AML-CFT risks
MODERATE Equivalent to a standard andor average AML-CFT risk corresponding to situations of preferred AML-CFT risk vectors
HIGH A high AML-CFT risk is associated with situations identified as preferred AML-CFT risk vectors
13 Risk assessment criteria
In summary -CFT Procedure provides that
bull the Public Token Offering is aimed at natural and legal persons in France without distinction
bull requests for subscriptionacquisition of GreenTokens from abroad (country of
residenceconstitution) are accepted unless they come from High Risk Jurisdictions China
or the United States of America
bull individuals considered at risk are Politically Exposed Persons (PEP) and those whose
professionactivity is related to real estate telecommunications games associative sector
and arts
The risk criteria categories that will be taken into account in determining the level of vigilance to be
applied are the place of residence professional activity currency of subscription amount invested
an abnormal transaction andor behaviour etc
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Depending on the level of vigilance required the following due diligence will be applied
Figure 37 - AMLCFT Risk Assessment Criteria
VIGILANCE DUE DILIGENCE
SIMPLE Identification (collection of identification documents)
COMPLEMENTARY
Above diligence and
- verification of the activity - advanced identity verification
o Advanced electronic signature o Verification of sanctions lists
- if applicable validation by MLRO
REINFORCED
Above diligence and
- request on the origin of the funds - validation by MLRO - specific PEP due diligence
The following cases will imply a refusal to subscribe
bull Presentation of incomplete illegible or falsified documents
bull Use of an unjustified third-party account
bull Origin of funds in a High Risk Jurisdiction
bull Subscribers using anonymity
bull Subscribers subject to asset freeze
bull Subscribers on certain sanctions lists
Finally further restrictions on the Public Token Offering are set out in the Section Restrictions on the
Public Token Offering in the following section
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Figure 38 KYC Identification and AML-CFT compliance process
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Figure 39 Process of collecting and sequestration of funds in euros
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Figure 40 Process for collecting and sequestration of Digital Assets
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2 Cybersecurity and detection systems for technical
malfunctions
In 2015 WPO set up an IT Systems business unit With eight full-time employees today the team
Since 2018 WPO has taken out a fraud and cybercrime insurance policy with the insurer CNA
covering its data and third-party data including Production Data transiting or storage on its
Information Systems24
business unit25 carried out a security audit by XMCO concerning
an Penetration Test on its Internet-exposed information systems A follow-up audit to check that the
security recommendations had been implemented was conducted in January 2020
WPO has committed to the implementation of an ISO-27001 certification-backed Information
Security Management System with a certification start-up objective in 2020 The scope envisaged will
include the collection of Production Data from wind and solar production sites supervised by WPO
LT)
With regard to the implementation of the Public Token Offering WPO has chosen quality partners
(see Section GreenToken Project Team) operating according to current best practices in the market
bull The subscription processes for the Public Token Offering are entrusted to the care of
establishments or agents approved by the ACPR andor registered with the AMF namely
EQUISAFE LEMON WAY COINHOUSE COINHOUSE CUSTODY SERVICES FINANCIERE
DUZES and CREDIT COOPERATIF Our service providers meet or exceed the safety criteria
required by the regulations
bull The Listing of the Token will be entrusted to the care of SAVITAR which will soon apply for it
to be registered with the AMF SAVITAR is already following current best safety practices in a
highly changing technological context
WPO will conduct Penetration Tests on the Distributed Ledger Technology (DLT) of GreenTokens and
GoCert Consortium Audits are planned prior to the opening of the Tokens Public Offering and follow-
up audits before the issuance of the first tokens and the first certificates respectively
Thereafter annual follow-up audits will also be carried out The audit reports will be shared with the
Investment Advisory Committee
24 Policy reference 10200913 with CNA Insurance Company (Europe) SA dated 01012018 25 XMCO SAS (SIREN 430 137 711 RCS Paris) is certified QSA and is approved to perform PCI DSS compliance and certification audits The company is in the process of being qualified by the ANSSI under the PRIS (Source) rules
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PART 9 - APPLICABLE LAW RESTRICTIONS AND
JURISDICTION
1 Applicable law
This Information Document and any contractual relationship arising from the goods and services sold
clause
2 Restrictions on the Public Token Offering
The GreenTokens have not been and will not be registered in any jurisdiction and the Information
Document has only been the subject of a visa application in France with the AMF and in no other
jurisdiction
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America In this regard WPO has not taken
any action to allow the Offering of GreenTokens to the Public or the distribution of the Information
Document in a jurisdiction other than France Accordingly whether directly or indirectly
GreenTokens will not be offered or sold and the Information Document and any other document
relating to the Public Token Offering may not be distributed or published in any other jurisdiction
that requires WPO andor GreenTokens any authorisation approval or other authority
In particular but not limited to with regard to US law and subject to certain exceptions
GreenTokens may not be offered or sold in the United States of America or to or on behalf of US
US persons of the US Securities Act
S Regulations
Accordingly the Public Token Offering is not carried out in ANY JURISDICTION requiring
Authorisation for WPO GreenTokens or for the Information Document
Finally WPO will not accept any subscription from the 23 High Risk Jurisdictions listed by the
European Commission under the 5th AML-CFT Directive
3 Competent courts in the event of a dispute
operating period as a business or during its liquidation between
WPO and the GreenToken subscribers or between the subscribers themselves regarding the rights
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4 Tax regime applicable to the holding of GreenTokens
in France for French subscribers
41 Value Added Tax (VAT)
WPO filed an advance ruling request on 27 June 2018 This request received a response on 26
December 2018 from the Directorate-General for Public Finance (DLF)
From this letter it follows that the initial sale of GreenTokens does not result in VAT being due
However when the GreenTokens purchased are used by their beneficiaries to obtain a single property
or service from WPO the transaction will be subject to VAT in accordance with Article 256 of the
General Tax Code under the conditions of ordinary law The tax shall then become payable under the
conditions applicable to the underlying transaction subject to the rules of territoriality of the tax
42 Taxes on income or profits (French tax residents)
The rules set out below concern the tax treatment in the event of success of the Public Token
Offering
Natural person subscriber
Subscriber engaged in the purchasesale of Digital Assets on an occasional basis
Pursuant to Article 150 VH bis of the French General Tax Code and the administrative doctrine each
tax household is subject to income tax in respect of transfers for consideration of Digital Assets carried
out during a tax year by the members of the tax household
The transfer must have for consideration a price expressed in legal tender currency property or
service Exchanges of Digital Assets without payment of a cash balance are subject to a deferment of
taxation
In respect of each transfer transaction the gain or loss is equal to the difference between on the one
hand the sale price and on the other hand the product of the total purchase price of the entire
portfolio of Digital Assets of the members of the tax household and the quotient of the price of the
assets sold over the aggregate value of the Digital Assets held by the members of the tax household
on the date of the transfer
The purchase price is therefore determined in the form of a fraction of the total purchase price of the
portfolio of the members of the tax household corresponding to the sole assets sold This total
purchase price must be reduced by the fractions of cost prices used when determining the capital
gains or losses of previous transfers
For more details on these calculation methods see administrative doctrine
A gains are offset against the losses of the same year at the tax household level and in the
event of a net gain the tax is 30 of the gain (128 in respect of income tax and 172 in respect of
social security contributions plus where applicable the exceptional tax on high income) The net loss
is neither chargeable to capital gains of any other type nor chargeable on the net gains from the sale
of Digital Assets in the following years
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Furthermore transfers made by the tax household whose total price does not exceed an annual
threshold of 305 in a year are exempt
It is also necessary to ensure compliance with all reporting obligations prescribed by law and in
particular the obligation to declare at the same time as the tax return references to the Digital Asset
accounts opened held used or closed abroad
Subscriber engaged in the purchasesale of Digital Assets on a regular basis
Natural persons who carry out transactions in the sale of Digital Assets on a regular basis are subject
to the rules governing the taxation of professional profits According to the administration the normal
or occasional performance criteria of the activity result from the examination on a case-by-case basis
of the factual circumstances in which the purchase and resale transactions are carried out the
deadlines separating the dates of purchase and resale the number of digital assets sold the
conditions of their acquisition etc
For a company subscriber liable for corporation tax
From an accounting perspective
Regulation No 2018-07 of 10 December 2018 of the Accounting Standards Authority (ANC) provides
that where a company owns by subscription or acquisition tokens that do not have the
characteristics of financial securities financial contracts or cash orders for the purpose of using the
services or associated assets and that are expected to be used beyond the current financial year
these tokens constitute intangible depreciated and impaired fixed assets
Where a company owns by subscription or acquisition tokens that do not have the characteristics of
financial securities financial contracts or cash orders without the intention of using the associated
services or the delivery of the related assets these tokens are recorded in the account number 5202
counterpart to transitional accounts under assets on the balance sheet in the event of an unrealised
loss and under liabilities on the balance sheet in the event of an unrealised gain In the event of an
unrealised loss a provision for risk is made
Tokens recognised as intangible assets of an unspecified period of use may be transferred on a final
basis into tokens held when the expected use of the associated services or goods no longer exists
The transfer is recognised for its net book value No tokens held may be transferred to fixed assets
(account 5202)
The capital gains and losses on disposal of the tokens held are calculated using the first in - first out
method (FIFO) or where applicable the weighted average cost of acquisition (WAC) and are
recorded as the case ma or in
Net expenses on disposals of tokens
From a tax perspective
In the absence of a derogation provided for in the tax texts the tax treatment in respect of income
tax should follow the accounting treatment If the token is sold the treatment of the gain or loss
should follow the ordinary tax treatment
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PART 10 - DECLARATION
I certify after taking all reasonable measures for this purpose that the information contained in the
Information Document is to the best of my knowledge in conformity with the reality and does not
contain any omission likely to alter the scope thereof
In Paris on 12 Mai 2020
Bartheacuteleacutemy Rouer
Chairman
WPO SAS
Duncan Levie
Managing Director
WPO SAS
Alexandre BERTRAND
Managing Director
WPO SAS]
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PART 11 - GLOSSARY
2FA Means Double-Factor Authentication Method by which a
user can access a computer resource (a computer a smart
phone or a website) after having submitted two separate
proofs of identity to an authentication mechanism In this
case WPO will use Microsoft Authenticator
ACPR The Prudential Supervision and Resolution Authority is an
institution within Banque de France responsible for the
supervision of the activity of banks and insurance
companies in France
Advanced Electronic Signature Means an electronic signature which meets the
requirements of Article 26 of the European eIDAS
Regulation of 1 July 2016 ie (a) is unequivocally linked to the
signatory (b) identifies the signatory (c) has been created
using electronic signature creation data that the signatory
may with a high level of confidence use under his sole
control and (d) is linked to the data associated with that
signature so that any subsequent modification of the data
is detectable
AIB - Association of Issuing Bodies Means the pan-European body responsible for the
promotion of the European Energy Certification System
-registration of certificates
AMF Means the Autoriteacute des Marcheacutes Financiers which is a
French financial institution and an independent
administrative authority whose mission is to ensure the
protection of savings invested in financial instruments
investor information and the proper functioning of financial
instruments markets
AML-CFT Means all the legal and regulatory provisions of Anti-Money
Laundering and Combating the Financing of Terrorism
including Directive (EU) 2015849 of the European
Parliament and of the Council of 20 May 2015 on the
prevention of the use of the financial system for the purpose
of money laundering or terrorist financing as amended
by Directive (EU) 2018843 of the European Parliament
and of the Council of 30 May 2018 (the 5th AML-
CFT Directive) Order No 2016-1635 of 1 December 2016
reinforcing the French system of Anti-Money Laundering
and Combating the Financing of Terrorism Decree No 2018-
284 of 18 April 2018 reinforcing the French system of Anti-
Money Laundering and Combating the Financing of
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Terrorism and Order No 2020-115 of 12 February 2020 and
Decrees No 2020-118 and 2020-119 of 12 February 2020
transposing the 5th AML-CFT directive
AML-CFT procedure Procedure established by WPO and implemented by WPO
and its service providers as part of the AML-CFT due
diligence provided for in the Information Document
Amount Effectively Collected Means the sum expressed in euros of the amounts
collected in legal tender currency and the amounts
collected in Digital Assets during the subscription period for
the Public Token Offering as defined in the Section Amount
Effectively Collected
ANC Means the Autoriteacute des Normes Comptables the main
accounting standardization body in France since 1 January
2010
ANSSI Means the Autoriteacute Nationale de la Seacutecuriteacute des Systegravemes
Information which is a French Department with national
competence in charge of IT security
Artificial Intelligence Refers to all the theories and techniques used to create
machines capable of simulating intelligence It comprises
methods of solving problems with high logical or
algorithmic complexity
Big Data Means sets of data that become so large that they exceed
the intuition and human analytical capabilities and even
those of traditional database management or information
tools
Bitcoin Means a Cryptocurrency whose code is BTC
Blockchain See Distributed Ledger Technology (DLT)
Brexit Refers to the proposed exit of the United Kingdom from the
European Union initiated following the UK referendum of
23 June 2016
Certificate Markets Means the various regulated markets of energy certificates
(eg Guarantees of Origin energy savings certificates
erasure certificates capacity certificates etc) or private
initiative labels which can be traded on a continental
national or regional basis
CMF Means the French Monetary and Financial Code
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Contract Means an agreement for the subscription or purchase of
GreenTokens from WPO
Cryptocurrency Means Digital Assets falling within the scope of the
qualification of digital representation of a value that is not
issued or guaranteed by a central bank or a public authority
which is not necessarily attached to a currency having legal
force and which does not have the legal status of a currency
but which is accepted by natural or legal persons as a
means of exchange and which may be transferred stored
or exchanged electronically within the meaning of article
L54-10-1 2deg of the CMF
DAG Refers to Blockchain technologies using oriented acyclic
platforms where the need is high-speed or connected
DASP Means a Digital Assets Service Provider whose status and
activity are regulated by the PACTE Law and Decree No
2019-1213 of 21 November 2019
Data Lake Means a method of storing data used by Big Data This data
is kept in their original formats or undergo very little
processing
DepositoriesCustodians Refers to FINANCIERE DUZES andor COINHOUSE in their
capacity to receive the funds andor Cryptocurrencies
subscribed to the Public Token Offering on escrow
accounts
Digital Assets Means the intangible assets in digital form referred to in
article L54-10-1 1deg and 2deg of the CMF
Distributed Ledger Technology
(DLT)
IT system enabling the creation registration and transfer of
Digital Assets within the meaning of article L54-10-1 of the
CMF also referred to as Blockchain or Distributed Ledger
or DLT and whose acronym in French is DEEP (Dispositif
Electronique ageacute)
DLF Department of Tax Law of the French Ministry of Economy
and Finance (MINEFI)
EBITDA Means earnings before interest tax depreciation and
amortization
Ecological Transition Means changing towards a new economic and social
model a sustainable development model and changing
ways of consuming working and producing to address the
following environmental issues climate change
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accelerated loss of biodiversity increased environmental
health risks and scarcity of resources
End to End A solut
offers all the software and hardware components required
to meet the needs of a customer
Energy Transition Means a profound structural change in how energy is
produced and consumed It is one of the components of the
Ecological Transition It results from technical
developments prices and the availability of energy
resources but also from a political will of governments and
populations businesses etc that want to reduce the
negative impacts of this sector on the environment Various
government institutions and NGOs have offered different
definitions and energy transition scenarios The scenarios
envisaged often consist of moving from the current energy
system based on the use of non-renewable resources to an
energy mix based primarily on renewable resources This
involves alternatives to fossil fuels limited and non-
renewable resources (human time scales) In Western
Europe the majority of scenarios also plan to gradually
reduce the use of fissile fuels (radioactive materials such as
uranium and plutonium) and replace them with renewable
energy sources for almost all human activities (transport
industry lighting heating etc)
ERC20
Ethereum network
Ether Means a Cryptocurrency whose code is ETH
Ethereum Means a Distributed Ledger Technology (DLT) support
network of Ether
Euro Means the currency of the economic and monetary union
whose code (ISO 4217) is EUR
Exchange Rate Means the conversion rates to the Euro applicable to
currencies or Digital Assets collected on the Public Token
Offering as defined in the Section Exchange Rate
Exchange Value Means the price of the GreenToken exchanged between
participants on a Digital Asset exchange platform It will be
determined at the level where supply meets demand The
Exchange Value is the average of transaction prices over a
period or number of representative transactions at a given
time
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Executive Committee (ExCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the functional
directors of WPO
FIFO Means First in - First out
Gas Means for each transaction executed on a Distributed
Ledger Technology (DLT) its cost which is expressed in a
number of Gas units Each transaction that a Smart
Contract contains has a defined Gas value
GDPR Means European Regulation No 2016679 known as the
General Data Protection Regulation which constitutes the
reference text for the protection of personal data It
strengthens and unifies data protection for individuals
within the European Union Its provisions are directly
applicable throughout the 28 Member States of the
European Union as from 25 May 2018 The main objectives
of the GDPR are to increase both the protection of
concerned data subjects by processing their
personal data and the accountability of data controllers
General Terms and Conditions of
Use (or GCU)
Refers to the conditions of use of GreenTokens The General
Terms and Conditions of Use constitutes a Contract
Gigabyte Measuring unit (unit symbol GB) equivalent to 1024
megabytes (MB) or 230 bytes (1073741824 bytes) of
memory space of a computer or optical or magnetic disk
Gigawatt Gigawatt (symbol GW) is a power unit that designates one
thousand Megawatts
Gigawatt hour Gigawatt hour (symbol GWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a Gigawatt ie a thousand megawatt hours
GoCert Means the private production certificate issued by WPO for
one megawatt hour produced from renewable energy
sources
GoCert Consortium Means the consortium Distributed Ledger Technology
(DLT) a private partially decentralized and shared
-
to jointly manage the business processes of GoCert
certificates where each partner has a network node in its
infrastructure and a sufficient number of nodes must
validate the transactions so that a block is added to the
chain In the case of the WPO Project the GoCert
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Consortium participants will be in the number of thirty
composed of the Certificate Markets participants (eg
national registry managers) andor any other entity co-
opted by the participant community acting in the capacity
of the GoCert Consortium authority in other words its
directors at the same time as WPO Participants will be paid
in GreenTokens
GreenToken Means the Utility Token issued by WPO whose code is GTK
GreenToken Network Means the network of partners of the professional
ecosystem of Renewable Energy who will also accept the
GreenToken as a means of accessing and exchanging their
own goods and services
Guarantees of Origin Means a monitoring tool defined in Article 15 of the
European Directive 200928EC of April 2009 (RED I) A
Guarantee of Origin identifies electricity produced from
renewable sources to inform end users of the source of their
energy In particular a Guarantee of Origin is a green
electronic or follow-up document that guarantees that a
megawatt hour of electricity has been produced from
renewable energy sources Guarantees of Origin are traded
Guarantees of Origin are standardized by the European
EECS
of Intergovernmental Bodies (AIB)
Hard-cap Means the maximum amount to be collected during the
million
High-Risk Jurisdiction List of third countries identified by the European
Commission under the 5th AML-CFT Directive which WPO
will not accept (1) Afghanistan (2) American Samoa (3)
Bahamas (4) Botswana (5) North Korea (6) Ethiopia (7)
Ghana (8) Guam (9) Iran (10) Iraq (10) Libya (12) Nigeria (13)
Pakistan (14) Panama (15) Puerto Rico (16) Samoa (17) Saudi
Arabia (18) Sri Lanka (19) Syria (20) Trinidad amp Tobago (21)
Tunisia (22) US Virgin Islands (23) Yemen
HSEQ Means the areas of expertise activities or professional
regulations controlling aspects of professional risks within
the company in order to lead to an integrated management
system relating to Hygiene Safety Environment and
Quality As such the HSEQ officer is responsible for ensuring
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the safety of staff training in prevention compliance and
reliability of facilities in the company
Identified Person Means WPO SAS its affiliates their officers employees
agents subcontractors data controllers service providers
and respective advisers
Information Document Means this document entitled Blockchain Technology
Servicing the Energy Transition and Renewable Energy
drafted and published by WPO prepared in accordance
with article 712-2 of the AMF General Regulation and AMF
Instruction DOC-2019-06 presenting the WPO GreenToken
Project and associated risk factors
Information Systems Means the various information systems of WPO hardware
and software necessary for End-to-End traceability of the
Production Data from the sites where the wind and solar
farms are installed and for their monetisation using
Distributed Ledger Technologies
Investment Advisory Committee Created in 2019 the WPO Advisory Investment Advisory
Committee also called the GreenToken Advisory Board is
responsible for steering the governance of the GreenToken
Project
IoT (Internet of Things) Means the Internet of connected objects which is the
interconnection between the Internet and objects places
and physical environments The name refers to an
increasing number of objects connected to the Internet
allowing communication between our so-called physical
property and their digital existences
ISP Means investment services providers investment firms and
credit institutions that have been authorised to provide
advice the approval is
issued by the ACPR which maintains the list of approved
service providers
KYB (Know Your Business) Means the identification process to know the client (legal
person) before starting a business relationship included in
the AML-CFT controls For WPO this is an approach to verify
the identity of its clients and assess the potential risks of
concealment or fraud before authorizing the business
relationship
KYC (Know Your Customer) Means the identification process to know the client
(individual) before starting a business relationship included
in the AML-CFT controls For WPO this is an approach to
verify the identity of its client and assess the potential risks
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of concealment or fraud before authorizing the business
relationship
Ledger Vault Commercial solution for the custody and management of
multiple-authorised Cryptocurrency portfolios developed
by Ledger SAS
Lock-up In general refers to a lock-up period of funds In this case
means the period beginning on the Token Listing Date
during which an owner undertakes not to transfer its
GreenTokens
Machine Learning algorithms Machine learning (or statistical learning) is a field of study of
Artificial Intelligence which is based on mathematical and
statistical approaches to give computers the ability to
learn from data ie to improve their performance to solve
tasks without being explicitly programmed for each
Management Committee Provided for by WPO articles of association established in
2008 the Management Committee contributes to the
composed of the
Executive Committee and the Operating Committee
Market Share Means the ratio between the capacity (in Megawatts)
supervised by WPO and the capacity installed in a country
expressed as a percentage
Megawatt hour Megawatt hour (symbol MWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by one megawatt
Minimal Viable Consortium See Minimal Viable Product
Minimum Subscription Threshold Means the minimum amount (in euros) below which it is
not possible to purchase GreenTokens in the Public Token
Offering The Minimum Subscription Threshold is set at 100
euros
Minimum Viable Product Means a rapid product or feature development strategy In
the case of the Project the Minimum Viable Product takes
it
must have all the characteristics of the finished consortium
which are not only achieved in their entirety (Feasibility
Design UX Functionality) We speak in English of Minimum
Viable
Multi-authorisation procedure Procedure established and implemented by the Depository
COINHOUSE as part of the removal of the receiver who
collected the Cryptocurrency during the Public Token
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Offering and detailed in Appendix 2 of the engagement
letter between COINHOUSE and WPO The number of
authorised persons is three an authorised representative of
the WPO Directorate an authorised representative of
COINHOUSE and a third party representative outside WPO
such as the Chairman of the Investment Advisory
Committee
Nominal Value Means the price of the GreenToken sold by WPO to its
traditional clients as part of the Services-For-Data Before
the Token Listing the Nominal Value is equal to one (1) euro
After the Token Listing the Nominal Value is the maximum
between one (1) euro and the Exchange Value
Operational Committee (OpsCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the operational
managers of WPO
Oracle Means a physical component a measuring device that is
part of a computer network transporting information from
the physical world to a Smart Contract It creates the link
between the physical world and a Blockchain that Smart
Contracts browse and allows these contracts not to be
limited to information internal to the Blockchain
Penetration test Means a method of testing the security of an information
system or an IT network generally consisting of analysing
the infrastructure of a computer network in order to
simulate the attack of an ill-intentioned user or even of a
malware
PEP (Political Exposed Persons) Means a person exercising (or having exercised) a high
public service or who is intimately associated with such a
person Because of this function and the influence they may
have there is a high risk that PEPs may be involved in
corruption
POC (Proof of Concept)) Means proof of concept (or proof of feasibility) ie a
concrete and preliminary short or incomplete
experimental achievement illustrating a certain method or
idea in order to demonstrate its feasibility
Power Purchase Agreement Means a contract between an energy producer and an
energy buyer See also Corporate Power Purchase
Agreement (PPA)
Private Token Sale Sale of GreenTokens by WPO to private individuals or
companies who buy them outside the framework of the
Public Token Offering
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Production data Means all raw data relating to the measurement of energy
production by the facility supervised by WPO including
SCADA data and all production data provided by
maintenance companies and all production data provided
by distribution and transmission system operators
Production event Means a measurable event in the form of any data
metadata andor contextual data or time series andor
aggregate thereof occurring during the production of
energy from renewable sources eg a megawatt hour
Project (or GreenToken Project) Means the WPO project consisting of issuing GreenTokens
and GoCert certificates private production certificates to
contribute to creating the conditions of trust in renewable
energies and the Energy Transition and as set out in the
Information Document
PSP Means a Payment Service Provider whose status and
activity are regulated
Public Token Offering Means WPOs financing transaction for the issuance and
sale to the public of GreenTokens as described in the
also
Quantity Means the total fixed and definitive amount of
GreenTokens to be issued by WPO at the end of the Public
Token Offering ie 15 million units
RCS Means the Trade and Companies Register the service kept
by the registry of the Commercial Court which lists all
companies registered in France It compiles data on legal
entities (identification number share capital form and
company name creation date) and on natural persons who
carry on a commercial activity
RE100 Private initiative launched at the United Nations Secretary-
participation of 13 major companies today brings together
more than 200 companies around the world Representing
a total annual electricity consumption of around 220
terawatt hours they committed to supplying 100
renewable electricity by 2050
REGAFI Means the register of financial agents kept by the ACPR-
Bank of France available at wwwregafifr
Registration Means the public registration procedure on the Public
Token Offering on the WPO online subscription platform
and carried out by EQUISAFE in advance of any subscription
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to the GreenTokens This procedure implies in particular
the creation of the User Account
REMIT Means European Regulation No 12272011 on the integrity
and transparency of wholesale energy markets
Repowering Replacement of equipment with new production
equipment of different characteristics
Reserve Means the allocation of GreenTokens held by WPO upon
issuance and intended to satisfy the mandatory demand for
Services-for-Data GreenTokens
Retrofitting Optimization of production equipment by adjustments or
the addition of improved components
Revamping Replacement of part of the components of the production
equipment or replacement of such equipment with the
same
SaaS (Software As a Service) Means a business operating model of software in which the
software is installed on remote servers rather than on the
users machine Clients do not pay a user licence for a
version but freely use the online service or more generally
pay a subscription licence
SCADA Means the system of control and retrieval of data (or
teleprocessing ) installed at wind and solar sites
Services-For-Data Major commercial and contractual innovation
implemented in the summer of 2018 WPO has the right to
traditional services In order to balance the model the
obliged
certified goods and services
Smart Claim Means WPOs commercial and contractual innovation
providing reliable contractual solutions for insurance claims
through Distributed Ledger Technology (DLT) The name
results from the synthesis between Smart Contract and
Claim
Smart Contract Means an IT protocol that facilitates checks and executes
the negotiation or performance of a contract or makes a
contractual clause unnecessary (as attached to the Smart
Contract) Smart Contracts generally have a user interface
and emulate the logic of contractual clauses which can
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therefore be partially or completely self-executed or
executed for validation or both
Smart PPA Means WPOs commercial and contractual innovation
providing reliable contractual solutions for the purchase
and sale of electricity between producers and buyers of
electricity production through the Smart Contracts of its
Distributed Ledger Technology (DLT) The name results
from the synthesis between Smart-Contract and Power
Purchase Agreement
Soft-cap Means the minimum amount to be collected during the
subscription peri
million
Subscription price Means the sale price of the GreenToken set for the Public
Token Offering The subscription price of the GreenToken is
fixed at 095 euros before any additional discount(s)
Target See Target Amount
Target Amount Means the amount WPO wishes to collect during the Public
Token Offering ie
Terawatt hour The terawatt hour (symbol TWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a terawatt ie one million megawatt hours
Tezos Means Cryptocurrency and the underlying computer
protocol (network) whose code is XTZ
Means the date of admission and first listing of the
GreenToken to a Digital Asset exchange platform
Tokenisation Means the evolution of the business model of WPO and its
professional ecosystem consisting of issuing GreenTokens
which the company will accept in exchange for its goods
and services including GoCert certificates
Transfer (n and v) Means the deed of assignment contribution donation
other by which a GreenToken or a GoCert certificate is
transferred to a third party as defined in the General Terms
and Conditions of Use
URSSAF In France organisation comprising of private bodies
responsible for a public service mission falling within the
regime
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User Account Means the personal account of a subscriber as provided for
in the General Terms and Conditions of Use
Utility Token Means any intangible asset representing in digital form
one or more rights that may be issued registered stored or
transferred by means of a Distributed Ledger Technology
(DLT) that allows the direct or indirect identification of the
asset owner referred to in article L54-10-1 1deg of the CMF
Utility Value Means the price of the GreenToken redeemed by WPO
Before the Token Listing the Utility Value is equal to the
Nominal Value After the Token Listing the Utility Value will
be the lower of one (1) euro and the Exchange Value
VAT Means the Value Added Tax applicable in France
Vesting Means the commitment to purchase GreenTokens from
WPO in respect of the Private Token Sale for a single
purchase (these are then referred to as Simple Vesting) or
in periodic purchases (these are then referred to as Multi-
annual Vesting)
White label Means a service or product designed by a company which
other companies rebrand and sell under their own brand In
the case of the GreenToken Project WPO will produce
GoCert certificates that it will provide to the operators of the
Certificate Markets who will distribute them under their
own brand and official designation without reference to the
WPO brand or the name GoCert
WPO Dashboard Means the secure and bespoke application for
teleprocessing and organisation of performance views of
large portfolios of power generation plants from renewable
sources Developed by WPO WPO Dashboard allows for the
real-time monitoring of production technical and financial
performance and changes in the health status of renewable
energy assets
WPO Directorate Means the corporate officers chairman and managing
directors of WPO
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17 Our history
The current history of WPO begins in 2008 but its roots go back to 1992 the date of the Rio de
Janeiro Earth Summit and the founding of Wind Prospect the renowned multinational wind energy
business
Figure 2
2020 GreenToken Public Offering approved by the AMF
2019 We service over 600 project sites in 12 European countries
We are located in 28 regional offices and service points
52 GW under service
2018 10th anniversary of WPO
Launch of the GreenToken Project
35 GW under service
2017 The company becomes WPO Group
29 GW under service
2016 Sweden office opens
19 GW under service
2015 Merger of Wind Prospect Operations Ltd and Wind Prospect SAS
We operate from 22 regional offices and service points
10 GW under service
2014 Germany office opens
Launch of the Inspection and Insurance Broking business streams
2013 Seven local service points open in French regions
2012 Wind Prospect SAS becomes an affiliate of Wind Prospect Group Ltd
Pamir Holding SARL takes control
2011 Launch of the Solar business stream
2010 Incorporation of Wind Prospect Operations Ltd - United Kingdom amp Ireland
Founding Partner Duncan Levie
2008 Incorporation of Wind Prospect SAS - France
Founding Partner Bartheacuteleacutemy Rouer
2007 Launch of operations in France (mainly Advisory Services) from Wind Prospect Ltd
2005 Ireland office opens
2000 Australia office opens
1997 Wind Prospect formally established in the UK (Bristol)
Founding Partners Euan Cameron and Colin Palmer
1992 Cons nd wind farm by Euan Cameron and Colin Palmer
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18
Figure 3 WPO
WPO Group Certified consolidated accounts
In thousands of euros (1) 2016 2017 2018 2019
Revenue 6502 6939 6847 6507
Sale of GreenTokens (2) - - - 216
EBITDA 430 313 (304) 473
Operating profit or (loss) 365 184 (467) 312
Profit or (loss) for the year 230 311 (467) 338
Equity 1389 1767 1309 1670
Average number of full-time
equivalent employees (FTE) 61 74 78 73
RevenueFTE 107 94 88 90
Notes
(1) 2019 consolidated revenue is made up of approximately 55 euros (EUR) 35
pounds sterling (GBP) and 10 Swedish krona (SKR)
(2) Sales of GreenTokens are accounted for as deferred income and not as revenue (see Section
)
19 Our distinctions
WPO has been the leading independent provider of Asset Management Services in France for the
past seven years2 and more recently in Luxembourg Finland Sweden the UK and Ireland
Our estimated average market share is 73 in these markets
WPO is listed in the Financial Times FT1000 - stest Growing Companies 2017 ranking
2 Source France Energie Eolienne - Energy annual reports 2013-2019
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110 Our orderbook
More than 85 of our revenue is recurring
Our secured order book amounts to 216 million euros ie the equivalent of more than three years of
revenue3
In 2019 orders for GreenTokens reached the invoiced and paid amount of 216000 euros For the 2020-
29 period contractual commitments to purchase GreenTokens reached 16 million euros and the
options to purchase GreenTokens reached 14 million euros (see Section Sales)
Supported by the strong growth of the renewable energy sector and our Services-For-Data business
innovation orders have increased by 27 over the past twelve months ie one gigawatt of added
capacity in Europe and overseas
Figure 4 Renewable Power Capacity serviced by WPO
111 Our brand name
An acronym for Wind Prospect Operations the three letters of our current name simply WPO
continue to proudly recall our pioneering roots Today they also refer to strong constitutive elements
of who we are and our mission We sincerely believe that the essence of our work is to help make the
world a better place by ensuring the delivery of reliable clean and sustainable energy in a word
positive
in the business of positive
112 Our experience
ble assets under management has grown to comprise
nearly two thousand wind turbines 12 million photovoltaic modules and 360 project companies Real-
time supervision of these power plants is the bedrock of our experience
At the crossroads of the renewable energy and green finance ecosystem in Europe we have advised
3
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of wind and solar power projects at all stages of maturity On site each year WPO performs 1000
technical inspections and 500 expert inspections for commissioning and end-of-warranty purposes
and carries out occasional on-site audits
The average availability of European assets managed by WPO is 39 greater than those managed
by third parties4 For our clients this performance represents a cumulative additional income of seven
million euros per year
113 Our team
We are driven by our desire to contribute to the Energy Transition together
Our 73 employees are based in Paris Manchester Dublin Stockholm and Frankfurt and in over
twenty additional service points across Europe All of whom are experienced professionals whose
skills integrity and commitment are fully recognised
Figure 5 Expertise at WPO
The WPO team is managed by a Management Committee a group of the most senior professionals
activities
If our experience and technical expertise are the pillars of our success the safety of our operations is
its keystone
In 12 years we have not experienced any major accident relating to our teams on site and the assets
under our supervision a source of pride and a mark of quality for our team and our clients
4 Automatic algorithmic calculation on all wind installations monitored in Europe by WPO defining a non-contractual average technical and energy availability on 18 Nov Lake)
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114 Where we are in Europe
Figure 6 Wind and solar sites serviced by WPO
Figure 7 WPO offices and service points
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115 Our clients
Our clients are the major players in the renewable energy sector owners investors lenders insurers
and reinsurers The activities of many of them are regulated and overseen by the European or North
American financial authorities
Some of our clients have been placing their trust in us for more than ten years Other clients trust us
to the point where they appoint us as executive officers (chairmen or directors) for their operations
In turn we trust them by accepting these responsibilities
116 Our references
Figure 8
INVESTMENT FUNDS
123 INVESTMENT MANAGERS GOODYIELDS CAPITAL
ACCESS CAPITAL PARTNERS GRAVEL CAPITAL
ACOFI GREENCOAT CAPITAL
ALLIANZ CAPITAL PARTNERS HG CAPITAL
ALLIANZ GLOBAL INVESTORS JOHN LAING
AREAM RENEWABLES KGAL INVESTMENT MANAGEMENT
AXA PRIVATE EQUITY (ARDIAN) MARGUERITE FUND
BLACKROCK RENEWABLES INVESTORS MEAG MUNICH ERGO ASSET MANAGEMENT
BLUE ENERGY NTR
BNP CLEAN ENERGY PARTNERS (GLENNMONT) OBTON
DYNAMIC CAPITAL OCTOPUS INVESTMENTS
CDC INFRA OFI-INFRAVIA
EWC GROUP CAPITAL PREMIUM
COILLTE QUAERO CAPITAL
CREDIT AGRICOLE ASSURANCES RESONANCE ASSET MANAGEMENT
CUBICO SUSTAINABLE INVESTMENTS PRIVATE INVESTMENT BANK
DIF - DUTCH INFRASTRUCTURE FUND SAMFI-INVEST
DOWNING TREIS PARTNERS (MANOR)
ENCAVIS TRUFFLE CAPITAL
EUROFIDEME 2 (MIROVA) TTR ENERGY
FORESIGHT GROUP WHEB INFRASTRUCTURE
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DEVELOPERS
ABO WIND NORDEX
AREVON ENERGY OVERALL RP
ARKOLIA ENERGIES SUN DEVELOPMENT
ENO ENERGY VELOCITA
ENERGIETEAM VENTO LUDENS
FORSA ENERGY VOLKSWIND (AXPO)
FUTUREN (EDF) WIND CLUSTER
INVENERGY WPD WPD OFFSHORE
ENERGY AND ELECTRICITY COMPANIES
BADENOVA EWZ - ELEKTRIZITcurrenTSWERK DER STADT ZUumlRICH
BKW GEgraveCTRIC
EDGE NA MONA GEG - GAZ ELECTRICITE DE GRENOBLE
CNR NATIONAL HRONE COMPANY IWB - INDUSTRIAL WERKE BASEL
EDP RENEWABLES TOTAL QUADRAN
EKZ RENEWABLES SERGIES
ENGIE GREEN ENGIE SOLAR SHELL NEW ENERGIES
EOS - ELECTRICITY OUEST SWITZERLAND STEAG - STEINKOHLEN-ELEKTRIZITAumlT AG
BANKS amp ADVISORY
BARCLAYS KFW IPEX
BNP PARIBAS MACQUARIE
BPIFRANCE MUFG - MITSUBISHI UFJ FINANCIAL GROUP
CAISSE DEPARGNE NATIXIS (BPCE ENERGIEECO)
CM-CIC NORD LB
COMMERZBANK RBS - ROYAL BANK OF SCOTLAND
AGRICULTURAL CREDIT SAAR LB
CREDIT COOPERATIF SOCIETE GENERALE
HCOB (HSH NORDBANK) TEVALI PARTNERS
LAZARD FRERES transaction R (ROTHSCHILD amp CO)
LLOYDS TRIODOS BANK
ING ULSTER BANK
INDEPENDENT PRODUCERS
AALTO POWER INNERGEX RENEWABLE ENERGY
AKUO ENERGY LEGENDRE ENERGIE (ARMORGREEN)
ATALANTE ENERGIES NEOEN
BORALEX OEKOSTROUM
EDD (ECO DELTA DEVELOPMENT) STABEDIX
SPECIAL ENERGY (ENERCOOP) TAALERI ENERGIEIA
FALCK RENEWABLES THRIVE RENEWABLES
REGIONAL PLAYERS amp MIXED ECONOMY COMPANIES
WIND ASSET SEM NIEVRE ENERGIES
BEGAWATT SICECO
CITEOLE REGISTERED OFFICE 27
EOLYS SIPENR
SEM RENEWABLE ENERGY SITE IN OUAGADOUGOU
SDESM ENERGIES WEST ENERGIES
Figure 8
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117 Our historical services
Asset Management Services As a private adviser and asset manager for world-renowned clients our team ensures the safety and
optimum performance of their assets through the expert resources we deploy 247365 adjacent to
their sites in Europe
bull Health safety and environment management
bull Technical and performance management
bull Commercial management and supplier contracts
bull Continuous monitoring and management of production facilities
bull Management of on-site activities
bull Management of stakeholders residents and public relations
bull Hosting and analysis of Production Data
bull Administrative and financial management
bull Management of credit agreements
bull Management of insurance policies and claims
bull Management of contracts for the purchase and sale of energy certificates and capacities
bull Management of REMIT obligations
bull Directorship mandate
Specialised Services We also provide a range of independent bespoke technical services at key points in the life cycle of
wind farms and solar installations Our experts advise our clients on the purchase sale financing and
refinancing of the assets on acceptance for guarantee purposes and on renewal of agreements
bull Technical due diligence
bull Tendering and procurement
bull Performance analysis
bull Post-construction wind amp solar energy capacity studies (recalibration)
bull Negotiation of contracts (equipment supply contract Operation amp Maintenance contract
aggregation contract etc)
bull Strategy to extend the life of production plants (Repowering Revamping or Retrofitting)
bull Audit inspections and technical measures (building oversight acceptance of works and
drawing up list of reservations inspection and end of warranty study video-endoscopy
inspection of blades and measurement of the angle of inclination electrical testing of
generators thermography etc)
bull Audit and Inspection of health safety and environmental controls
bull Advice on aggregation and trading of electricity
bull Insurance broking
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2 GreenToken Project Team
21 Our Executive Committee
The members of our Executive Committee are invested in the GreenToken Project Each of them
brings their experience know-how and particular expertise to ensure its success Client Relations
Technical Operations Health Safety Environment amp Quality Administration amp Finance Human
Resources Marketing amp Communication and - of course - IT amp Digitalisation
They are supported by all 73 WPO Group employees and by the network of partners institutions and
clients that are intrinsic to the ecosystem of the GreenToken Project
Bartheacuteleacutemy Rouer
CEO and cofounder
Duncan Levie
Managing Director and cofounder
Bartheacuteleacutemy Rouer graduated from INSA Lyon and is a
qualified mechanical engineer He joined the
renewable energy sector when France launched its
first renewable support mechanism in 2001
He worked as a project manager or director for several
companies such as Schlumberger Vergnet EnXco
(EDF Renewables) Shell Wind Energy (Royal Dutch
Shell) and UPC Renewables
He developed onshore and offshore wind projects in
France Spain Greece Italy the United Kingdom the
Netherlands Cuba Dominican Republic and China
before creating WPO in 2008
With 20 years of international experience in the
renewable energy sector Bartheacuteleacutemy sits on various
boards of directors for major institutional financial
investors
Duncan Levie graduated from Trinity College Dublin
with degrees in engineering and mathematics He
also holds a certified diploma in accounting amp finance
(ACCA) and qualified as a Chartered Engineer while
working for BP International where he held various
key positions in major projects for onshore and
offshore energy projects around the world
Subsequently Duncan co-founded and managed an
engineering services company in the energy
petrochemical and heavy industry sectors in Ireland
In 2010 he co-founded the UK amp Ireland asset
management business at Wind Prospect now WPO
Duncan sits on various boards of directors for large
institutional financial investors in the renewable
energy sector
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Lara Moretti
Director of Human Resources
Alexandre BERTRAND
Managing Director Digitalisation amp Data
Lara Moretti holds a
from ESSEC Business School with an expertise in
human resources She also has a degree in Public
Relations and a background in metaphysics and
psychology from the State University of New York
Lara began her career as a teacher at Education
Nationale and then worked at Vogue magazine
(Condeacute Nast Group) as a personal assistant to the
President Prior to joining WPO Lara was HR manager
at an American oil company
At WPO since 2012 she has been responsible for the
development and deployment of HR
management policy in line
strategy in a context of strong international growth
Alexandre Bertrand graduated from Eacutecole Centrale de
Marseille He joined WPO for the first time in 2010 as
Operations Manager He was then responsible for
setting up WPOs Technical Management
Department This department continues to occupy a
central position in services
Alexandre subsequently furthered his managerial
experience as Services Manager for Alstom Wind
(France Middle East and Africa) then as Leader of
Wind Services (Operations and Maintenance France
and Belgium) at GE Renewable Energy
With 17 years of experience in the renewable energy
industry Alexandre returned to WPO in 2020 where
business model focused on the collection security
and monetisation of Energy Data in connection with
the GreenToken Project
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Delphine Hubas
Health Environment and Quality Director
Youri Pasquier
Information Systems Director
Delphine Hubas graduated from Agrocampus de
Rennes and is a qualified engineer She also holds a
and Sustainable
Development
Delphine has been working in HSEQ since the
beginning of her career in various industrial groups
and consultancy firms
She has been working in the renewable energy
sector for over ten years and has developed her
career in Europe at several international companies
such as Vestas EDPR and EDF Renewables for
which she has put in place and managed the HSEQ
management systems certified according to ISO
OHSAS and MASE standards
At WPO she is responsible for developing and
putting in place the integrated HSEQ management
system and oversees the HSE operational control of
all wind and solar assets in Europe
Youri Pasquier first graduated in international
commerce from IPAG Paris and then as an engineer
(specialising in IT at ESIEE in Paris)
While working in pioneer companies such as Club-
internet and Vivendi Universal during the 2000s he
developed his IT technical expertise (security high-
availability infrastructure high-traffic digital platforms
e-commerce) He was then involved in the
development of ViaDirect a software editor and
international integrator specialised in information and
guidance in buildings Youri put in place digital amp IoT
equipment around the world on various cloud
platforms
rs by
operations management He then joined WPO in 2018
to take char
and their security
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Christophe Cuzol
Operations Director
Herveacute Gagnaire
CFO
Christophe Cuzol graduated from INSA in Lyon and
is a qualified mechanical engineer In 1999 he took
his first job in the renewable energy sector in
Germany before returning to France when the first
renewable support mechanism was launched in
2001
His first responsibilities were in the development of
wind farms and then in technical studies with more
than 200 wind measures deployed in 10 European
countries
In 2008 he set up the operating division at VSB
Energies Nouvelles This division enabled the
company to become a major player in technical
management services for renewable assets on the
French market with more than 600 MW of wind
farms and supervised photovoltaic installations
He joined WPO in 2018 to head-up the technical and
operating management services on behalf of third
parties at group level and to guarantee the same
quality of service to all its European clients
After graduating from HEC Paris Herveacute Gagnaire
began his career as a strategic and organisational
consultant in a firm founded by former consultants at
Bain amp Mc Kinsey
After ten years in the firm he then joined the
Management of System U (central retailer of Super U
stores)
After working at the textile company Jennyfer as
Director of Flow Management Herveacute then held
management control and financial management
positions in sectors such as engineering and non-
structural building works while studying for a
management accounting diploma at Cnam Intec
(Diploma obtained in 2014) Before joining WPO Herveacute
worked with SMEs as an external financial director
including the INSEAD Business School
At WPO he is responsible for corporate administration
and financial management both internally and on
behalf of third parties as well as financial consolidation
and management control of the GreenToken Project
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22 Legal advice
CMS LEFEBVRE AVOCATS SELAFA (SIREN 722 047 164 RCS Nanterre) 2 rue Ancelle 92522 Neuilly-
sur-Seine France
The CMS network (wwwcmslaw) of which CMS Lefebvre Avocats is a member has nearly five
thousand lawyers in 43 countries and 75 offices
Missions Legal and tax validation of the business plan drawing up of commercial contracts legal and
regulatory assistance for the structuring of the GreenToken and GoCert certificate and assistance in
drafting the Information Document
23 GreenToken technology
EQUISAFE SAS (SIREN 845 383 645 RCS Paris) 18 rue des Capucines 75002 Paris France
EQUISAFE (wwwequisafeio) is a technological infrastructure provider for the issuance distribution
and management of the life cycle of Digital Assets and financial securities EQUISAFE has the status
of Payment Service Provider Agent approved by the ACPR-Banque de France under number
REGAFI 85392
Missions Design and issue the GreenToken through the EQUISAFE platform
24 Escrow and Conservation of Legal Currencies
(wwwfinuzesfr) is an Investment Services Provider (ISP) approved by the
ACPR-Bank of France under number REGAFI 19112
Missions Receive hold in escrow and custody of subscriptions made in legal currency
25 Custody and holding of Digital Assets in escrow
COINHOUSE SAS (SIREN 815 254 545 RCS Paris) 35 rue du Caire 75002 Paris France
COINHOUSE (wwwcoinhousecom) is an online platform and physical foreign exchange counter to
buy sell and store Cryptocurrencies COINHOUSE CUSTODY SERVICES is the sister company
specialising in the custody of digital assets on behalf of third parties COINHOUSE has both
mandatory registrations issued by the AMF for the purchase and sale of Digital Assets against euros
and the custody of Digital Assets COINHOUSE CUSTODY SERVICES has obtained the mandatory
registration issued by the AMF for the custody of Digital Assets
Missions Receipt holding in escrow and custody of subscriptions made in Cryptocurrencies through
a multi-authorisation system At the end of the process and on instruction conversion of
subscriptions into euros
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26 Identification of subscribers
Lemon WAY SAS (SIREN 500 486 915 RCS Bobigny) 14 rue de la Beaune 93100 Montreuil France
Lemon WAY (wwwlemonwaycom) is a Payment Service Provider (PSP) approved by the ACPR-
Banque de France under number REGAFI 16568
Missions Identification of subscribers (KYC and KYB) anti-money laundering and combating the
financing of terrorism (AML-CFT) collection and ring-fencing of funds for subscriptions contracted
by EQUISAFE and that are in foreign currencies which are legal tender
27 GreenToken Listing
CRYPTOEXCHANGE SAS (SIREN 828 416 123 RCS Paris) 7 rue Poirier de Narcay 75014 Paris France
SAVITAR (wwwsavitario) is the platform for trading and exchanging Digital Assets carried out by
CRYPTOEXCHANGE
Missions Pricing the GreenToken on the day after the issue date and fair management of market
activity and conditions of exchange for users
28 Bank
CREacuteDIT COOPEacuteRATIF SCA (SIREN 349 974 931 RCS Nanterre) 12 boulevard Pesaro 92024 Nanterre
Cedex France
Credit COOPERATIF (wwwcredit-cooperatifcoop) is a French credit institution authorised by the
ACPR
Missions Depository of funds in euros collected by WPO after the release of the escrow accounts and
the provision of traditional banking services
3 Interests including conflicts of interest that may
affect the Public Token Offering
WPO is not aware of any internal or external situation constituting a conflict of interest that could
significantly affect the Public Token Offering or harm the public or the smooth running of the
GreenToken Project
In particular no free distribution of GreenTokens will be made before or during the Public Token
Offering with the exception of a distribution of tokens to WPO employees as described below
31 Free distribution of GreenTokens to WPO employees
As agreed with its Social and Economic Committee WPO plans to distribute 30 GreenTokens to each
WPO Group employee free of charge for each month of service (intern apprentice employee or
corporate officer) present on the closing date of the subscription period of the Public Token Offering
subject to reaching the minimum amount (Soft-cap)
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This initiative represents a maximum distribution of around 100000 GreenTokens
The free distribution of GreenTokens is limited to 07 of the Quantity
This allotment based on length of service promotes social geographical and corporate cohesion
within the company It -term commitment regardless of their hierarchical
position or salary level
The distribution is planned to take place on the same date as that of the allocation of GreenTokens
to subscribers (See Section Time frame of the Public Token Offering) If applicable the non-allocated
GreenTokens will be placed in the Reserve
WPO employees may choose to acquire more GreenTokens in connection with the Public Token
Offering under the terms and conditions of subscription set out in this Information Document
without any particular advantage These subscriptions will not represent a significant portion of the
Public Token Offering
32 List of exposed beneficiaries
To date there are five identified beneficiaries of the Free distribution of GreenTokens to WPO
employees who are involved in the Governance of WPO and the GreenToken Project
They will receive a total of 13776 GreenTokens representing less than 01 of the total tokens to be
issued (See Figure 9 below) This quantity does not have a significant impact on the Public Token
Offering
Figure 9 List of exposed beneficiaries and details of their allocation of GreenTokens
First name Last name Function(s) and any conflict(s) of interest
Seniority Number of free
tokens of the Quantity
Bartheacuteleacutemy Rouer Chairman and co-founder majority shareholder of WPO
2008 4562 003
Duncan Levie Managing Director and co-founder minority shareholder of WPO
2010 3406 002
Lara Moretti Director of Human Resources
2012 3067 002
Alban Jehu Optimisation and Innovation Manager Member of the Investment Advisory Committee
2014 2218 001
Alexandre Bertrand Managing Director minority shareholder of WPO
Member of the WPO Investment Advisory Committee
2020 523 Not
significant
Total 13776 009
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4 Governance of WPO
41 Governing bodies
Executive Officers WPO is a French simplified company limited by shares The executive officers assigned are those of
CEO and Managing Director and form the executive management of the company (the WPO
Directorate) These executive offices are governed by the articles of association of the company and
bull Since the creation of WPO in 2008 its CEO has been Bartheacuteleacutemy Rouer
bull Since the merger with the Irish and UK platform in 2015 its Managing Director has been
Duncan Levie
bull Since 2020 its Chief Digitalisation Officer responsible on putting in place the GreenToken
Project has been Alexandre Bertrand
Strategic Committee Th
implementation A number of decisions and acts of the WPO Directorate must be previously
authorised by a resolution of the Strategic Committee and cannot be implemented in the event of
an unfavourable decision of the Strategic Committee
Its ex officio members are the shareholders WPO executive officers
Management Committee The purpose of the Management Committee is to oversee and steer the functional and operational
governance of WPO It is structured into two sub-committees
Executive Committee (ExCom)
The ExCom is composed of the WPO Directorate and the functional directors of the company (eight
members) It provides advice and makes collegial decisions on all WPO functional and operational
topics including strategic directions the budget and proposals from the different departments The
ExCom also manages the GreenToken Project as has been seen above
Operating Committee (OpsCom)
The OpsCom
It expresses the needs and proposes the budgets and solutions that it believes are necessary for the
smooth operation of WPO operations and implements decisions with field teams and support staff
Social and Economic Committee Provided for by law put in place in 2012 the WPO Directorate and elected staff representatives meet
each month In particular they conduct an annual company climate survey open to all employees of
the WPO group in order to assess the overall level of satisfaction of employees and to work together
in implementing improvement actions
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Investment Advisory Committee Set up in 2019 the Investment Advisory Committee advises management on the good
governance of the GreenToken Project and Production Data
For more details see Section GreenToken Project Decision-Making and Governance Mechanisms
42 Principles
The principles of governance th -control
and collegiality These principles apply to the six companies in the WPO group and to the transactions
relating to the 360 companies that have placed their trust in us
The powers and cap Delegated which is updated
annually and at each staff movement
The collegial decision-making operates through the Strategic Committee the Management
Committee the Social and Economic Committee and the Investment Advisory Committee or their
working groups
The directors and departmental heads comprise of two-person teams in the event that one of them
resilience allow for cross-approvals and minimise silo or solitude effects associated with the
responsibilities of management
43 Results
As proof of our rigorous and agile management we have observed since the creation of WPO in 2008
bull The certification without qualification of our parent company (and consolidated) accounts by
the Statutory Auditor including the 2019 accounts
bull The absence of disputes with any employee or former employees
bull The absence of commercial disputes with any client or former clients
bull The absence of any refusal of insurance
bull No insolvency
bull Completion of a company audit (URSSAF) without any penalty
bull Completion of a VAT tax audit without any penalty
5 Statutory Auditor
A Statutory Auditor has been appointed and has audited the WPO parent company financial
statements in accordance with the laws and regulations since the company was founded in 2008 It
has also audited the WPO Group consolidated accounts since the internationalisation of our activities
in 2016
The Principal Statutory Auditor is CECAM (SIREN 311 306 591 00034 RCS Paris) in the person of its
Associate Managing Director Paul Foubert (LinkedIn)
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The mission of the Statutory Auditor has been extended5 to include this Public Token Offering
In this context it will
bull produce an audit report specific to the subscription of the Private Token Sale attesting to
the amounts effectively subscribed on the opening date of the public offering
bull produce an audit report specific to the subscription of the Public Token Offering attesting to
the Amount Effectively Collected and if it reaches the Minimum Amount (Soft-cap) and the
Maximum Amount (Hard-cap) on the closing date of the public offering
bull carry out the due diligence required to release the escrow accounts and to transfer the funds
to the bank account of WPO or where applicable to buy the tokens back from the
subscribers
bull produce an annual audit report specific to the management of GreenTokens including
events related to the issuance prices and stock of GreenTokens at each year end on 31
December
These reports are sent to the WPO Directorate and the Investment Advisory Committee They are
published on the WPO website (wwwwpoeu)
5 According to engagement letter reference CLHBPF dated 5 December 2019
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PART 2 - THE GREENTOKEN PROJECT
1 Our Project
The GreenToken Project aims to create the conditions of trust required to accelerate the Energy
Transition through the transforming power of the decentralised web
WPO wishes to create a new energy business model based on the reliability of renewable energy
production and the involvement of all stakeholders (business and citizens)
WPOs real-time supervision of wind and solar assets enables it to collect a vast amount of data on a
daily basis either electrical mechanical meteorological etc The intelligent use of this data improves
the profitability of wind farms and solar installations by reducing production costs (eg anticipation
of maintenance problems automation of management actions etc) and maximising energy
efficiency
The use of data will also enable WPO to produce and market private real-time renewable energy
production certificates called GoCert certificates registered and transferred through a Distributed
Ledger Technology (DLT) Through these certificates and for each planned use of this technology
new solutions will be provided that will optimise existing processes beyond traditional applications
for the operation of wind farms and solar installations
The GreenToken Project is a new business model based on the issuance of GreenTokens These
tokens will be the only instruments for obtaining GoCert certificates It will also be possible to pay
using these tokens andor legal tender currencies for the other goods and services offered by WPO
and the GreenToken Network a network of professional partners operating and optimising the
production of renewable energy
By holding a GreenToken an individual or company owns a tool for optimising and certifying the
production of green energy It is also an alternative source of pre-financing and an innovative means
of payment to reward individuals and companies engaged in environmental matters The use of
GreenTokens in the renewable energy ecosystem will eventually create a true network of
professionals organised around this tool thus increasing traceability
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access production data and the ability to sell GoCert certificates and GreenTokens have been
validated A Private Token Sale has been under way since April 2019
This Public Token Offering approved by the AMF will create the primary market for GreenTokens It
is planned for between 8 September and 12 November 2020
The admission of the GreenTokens to trading on one or more Digital Asset exchange platforms
scheduled immediately after the issuance of the tokens will create the secondary market
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2 Current business model (2008-19) consultancy
intermittent and short-term by nature bring clients to
subscribe to our Asset Management Services which are recurring and long-term
These Asset Management Services provide the operational knowledge necessary for the relevance of
the Specialised Service
Figure 10 expertise
After the Public Token Offering WPO will continue to offer its historical services with the same level
of quality according to our new business model as this quality is why our clients give us access to
their data
3 New business model monetisation of Production
Data
Faced with the drive to accelerate the Energy Transition WPO has chosen to innovate
As an innovation WPO services may be exchanged for the right to access and use the Production
Data owned by our clients through our Services-For-Data innovation
This grows our Data Lake a source of Our new certified goods and services based on the knowledge
of WPO and presented below They are embodied in the form of private GoCert production
certificates accessible through our Utility Tokens the GreenTokens
Thus WPO will proceed with acquiring vast amounts of energy production data from renewable
sources in exchange for its services and then monetisating them through the Blockchain and
Artificial Intelligence
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Figure 11 Monetisation of Production Data
31 Our Services-For-Data
Through a major commercial and contractual innovation in place since summer 2018 WPO has
acquired the right to monetise its Production Data in exchange for its historical and future
services and its new certified goods and services this is called Services-For-Data
In practice WPO sells services to its client which it invoices In return the client sells to WPO the right
to use their Production Data which it invoices Thus one invoice offsets the other
To balance the model the client is obliged to purchase GreenTokens from WPO When the contract
is recurring the purchase of GreenTokens is also recurring
The client may also purchase GreenTokens from other holders or from the Digital Asset exchange
platform(s) on which the GreenTokens will be admitted for trading
As a result Services-For-Data is a powerful growth lever that feeds our Data Lake substantially
Figure 12 Services-For-Data contractual features (Click on the frame or here)
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32 Our Data Lake
Positioned on an extensive and economic Redshift Cluster (multi-nodal cloud-based Amazon Web
Service data warehouse) our Data Lake contains more than 645 Gigabytes of production data
Already remarkable in size and quality it is now growing exponentially (+30 per annum)
Our digital remote management platform is compatible with most of the markets SCADA systems
It extracts and standardises the Real-time Production Data For example the task planner
automatically launches approximately 250000 daily tasks mainly imports to or operations on our
data warehouse
Developed for the operational needs of WPO it is now sold in exchange for euros or GreenTokens
under a SaaS licence under the name WPO Dashboard to world-renowned clients6 owners of wind
farms and solar installations in 12 European and overseas countries
Figure 13 Screenshot of WPO Dashboard
Its main role today is to unify the various data sources so that the production data is in a
homogeneous structure for storage and visualisation purposes
On this solid and industrialised base our first algorithms have already been validated and are used
daily by our engineers
Today developed on the basis of algorithms by our engineers already allow us to
simulate the behaviour of power plants under given conditions WPO has thus been able to detect
the issues requiring immediate corrective action or recommend operational improvements and
predictive maintenance actions valued at around 7 million euros of additional production
6 For example Allianz Capital Partners (Allianz Group) and Total Quadran (Total Group)
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For the future we are considering deploying high value-added Artificial Intelligence systems in a Big
Data environment in partnership with our clients and other members of the GreenToken Network
33 Our GoCert
Hitherto we have been known as the European manager of positive energy We now wish to become
trusted third-party high-tech certifier
Using Distributed Ledger Technology (DLT) WPO creates private secure and reliable production
certificates called GoCerts
Each GoCert cert
certified goods and services
A separate GoCert certificate type will be created for each line of certified goods and services
marketed by WPO These lines are described in the Section Our new certified goods and services
below
Each GoCert certificate is issued in real time from production sites and is linked by a computer key to
all the production data stored in our Data Lake (eg meteorological geographical pricing etc)
Figure 14
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In the field WPO will equip the facilities it supervises with very-low-consumption (or even standalone)
IoT type Oracles acting as secure data capture tools and as trusted entry points for our Distributed
Ledger Technology (DLT)
The GoCert Consortium will certify the uniformity authenticity and history of ownership of GoCert
certificates
Ownership of a GoCert certificate may be obtained on the GoCert Consortium in exchange for
GreenTokens by using Smart Contracts Once the GoCert certificate is cancelled (voluntarily or
failing that on the expiry date ie 36 months after the issuance of the certificate) it will allow its last
owner to benefit from a positive unique and reliable contribution to the development of energy
production from renewable sources (see the Section Value analysis)
GoCert certificates will feed the various lines of monetisation of the Production Data developed by
WPO through its new certified goods and services
The value in euros of GoCert certificates will be set by WPO for each line of monetisation of the
Production Data
The value of all GoCert certificates assigned to the client will be equal to the services provided by
WPO for this client
Under no circumstances will the transfer of ownership of a GoCert certificate result in the transfer of
ownership of the Production Data that the certificate represents
Finally the only instrument by which GoCert certificates may be obtained will be our Utility Token -
the GreenToken - which is the compensation unit for the work of calculation and operation (also
called Gas) of the GoCert Consortiums Smart Contracts
34 Our GreenToken
We have created our own Utility Token called GreenToken which is the instrument needed to
acquire GoCert certificates through the GoCert Consortium
GreenTokens are issued by WPO on a public network accessible by everyone around the
world and at any time The transactions stored therein are encrypted non-modifiable
non-deletable accessible in read mode by everyone without a central governance body
and fully decentralised
GoCert certificates will be issued by WPO on a semi-permissioned Distributed Ledger
Technology (DLT) the GoCert Consortium where each of the thirty participants will have
a node of the network in its infrastructure and where a sufficient number of participants
will need to validate transactions to add a block to the chain
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The GreenToken and the functions rights and obligations attached to it are described in PART 3 -
RIGHTS AND OBLIGATIONS ATTACHED
35 Our new certified goods and services
Anyone will be able to exchange GreenTokens for WPOs new goods and services Even if the price of
these new WPO goods and services is still expressed at market value in foreign currencies their
corresponding value in GreenTokens their Utility Value will be accepted by WPO
WPO will offer industry players not only more efficient secure and transparent applications but also
a new business model and where applicable a new revenue Partnerships will therefore be facilitated
and encouraged Through multilateral and decentralised exchanges everyone will be able to better
manage their contributions and make use of their contributions to accelerate the Energy Transition
There are already and will be a network of partners in our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchanging their own goods and
services
The Project is intended to operate in all countries where WPO is active regardless of the outcome
and where applicable the terms of Brexit
Specifically WPO has developed its Information Systems to promote the use of GreenTokens in the
energy sector according to the four lines of monetisation of the Production Data via GoCert
certificates presented below
GoCert1 - enhanced technical expertise
Case of WPO
service offering (see Section Our historical services ) The client base business flow and European
footprint will be gradually converted to the new business model
In practice anyone - historical or new client data holder or not - will be able to exchange their
GreenTokens for analyses audits advice expertise inspections licences tests and measurements
etc carried out by WPO These services are a source of Production Data which will feed our Data Lake
in return
certified goods and services
like the receipt issued on payment by credit card for example The value of all GoCert certificates
assigned to the client will be equal to the services provided by WPO for this client
WPO will also produce indicators of general interest for the general public to contribute
to the sharing of knowledge and the dissemination of technical and economic markers
for renewable energy These will be published online and will allow for example the
benchmarking of its performance with existing plants or resource or
production index to ensure reliability of its own indicators and to monitor the progress
of the Energy Transition in its region or in the world
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l size and is growing at an exponential rate This data is valued
by the continued development of algorithms including Machine Learning Algorithms so that WPO
services continue to improve in quality and efficiency and thus strengthen its position as an
undisputed leader in its historical business
The implementation of this enhanced technical expertise depends solely on our know-how and the
quantity of available Production Data which is quickly growing
Case extended to the GreenToken Network
ill also be able to accept the GreenToken as a
means of exchanging their own goods and services (see Section GreenToken Network) and will allow
the issuance of the corresponding GoCert certificates
GoCert certificates proof of purchase of goods and services from the GreenToken Network could
ultimately become proof of a contribution to the Energy Transition
This service will be operational at the end of the Public Token
will launch the GoCert Consortium and enable it to achieve the required maturity to serve as the
below
HOW IT WORKS
A WPO client wishes to have an assessment of a renewable power plant
bull WPO submits a quote with equivalent value in GoCert certificates and
GreenTokens
bull Client mandates WPO
bull WPO carries out the examination and invoices for its service
bull The client must have (and if necessary acquire) GreenTokens to purchase the
required number of GoCert certificates
bull The clients GreenTokens are exchanged for the required number of GoCert
certificates issued by WPO
At the end of the transaction
bull The client has received its assessment report and the GoCert certificates which he
can take advantage of
bull WPO has received the GreenTokens and if any the Production Data recorded in
its Data Lake
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GoCert2 - Short circuit electricity trading With the programmed stoppage of public subsidies for the production of energy from renewable
sources and with the spread of green electricity offers the dynamics of prices and energy supply will
become even more erratic As a result speculation on Power Purchase Agreements will intensify
In keeping with its mission to contribute to creating the conditions of trust in the Energy Transition
WPO will be able to provide reliable and decentralised contractual solutions between producers and
off-takers through the Smart Contracts of the GoCert Consortium Distributed Ledger Technology
(DLT)
GoCert certificates will represent the contractual value of traded electricity and GreenTokens will be
needed by the co-contracting parties to access the trading service
These Smart Contracts will be marketed by WPO under the name Smart PPAs or blockchain Power
Purchase Agreements They will be designed to provide End-to-End traceability and to emulate the
contractual features of the value chain of each megawatt hour
This solution capitalises on the ability of Distributed Ledger Technology (DLT) to remove the role of
intermediaries in traditional business and in this case energy In 20177 companies actively
consumed around 465 terawatt hours of electricity from renewable sources a comparable figure to
the electricity consumption of a large economy such as France and its 67 million inhabitants
WPO plans to achieve a granularity level of exchanges as fine as those of collective or individual
consumption for example
business position alongside producers and other
market players (aggregators suppliers) to test our Smart PPA pilot offer within 24 to 36 months of
7 Forward-
IRENA (Source)
Power Purchase Agreement also embodies the will of electricity consumers who
wish as the case may be to promote the construction of new facilities (additionality
concept) local facilities close to its consumers to develop an economic activity close to its
allow the
demonstration of this commitment monitoring real-time consumption and production
using Blockchain and S
CAP GEMINI 27052019 (Source)
Not all electricity suppliers are the same Many of them deceive consumers by offering
green electricity supplies that are in fact not renewable power offers [] By changing
electricity provider we can therefore become a player in the energy transition Alix
MAZOUNIE Energy Campaign Manager at Greenpeace France on 28092018 (Source)
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the Public Token Offering However the implementation of Smart PPAs will depend on the rate at
which wind farms and solar installations no longer rely on subsidies and the maturity of a market free
of public support mechanisms
GoCert3 - The provision of high-reliability certificates to Certificate Markets Because blockchain certificates are an obvious perfectly reliable and cost-effective traceability
solution the Certificate Markets will at maturity whole heartily adopt them
For the first time in the world a project to issue energy certificates in the form of WPO GoCert
certificates has been brought to the required industrial and commercial scale8
WPO will therefore enhance the value of the GoCert Consortium vis-agrave-vis the Certificate Markets by
supplying GoCert certificates as White Label certificates and thus contribute to creating the
conditions of trust in these different labelling mechanisms
GoCert certificates issued by WPO will be the reliable unbranded digital support for a given
Certificate Market which will acquire them from WPO and issue them under their official name
GreenTokens will be required for users at each stage of the certificate life cycle (issuance transfer
export etc)
Initially we are considering the Market of Certificates of Guarantees of Origin targeting the
ified by RECS International9
Figure 15 Certification of renewable energy production Source USA Environmental Protection Agency
European North American or Asian national registry managers of Guarantees of Origin (or equivalent)
will be able to acquire GoCert certificates as White Label certificates They will formally issue them in
8 Quote from Isabelle Kocher former chairwoman of the ENGIE energy group during the presentation of the GreenToken Project on 9 February 2019 at the Top 2019 organised by the French Association of Private Enterprises (AFEP)
9 Opinion report in Engits summary in French (Source)
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their name in the form of blockchained Guarantees of Origin (or equivalent) on their respective
Certificate Markets
The GoCert Consortium will create the conditions for the compatibility of international certificate
systems (such as the European EECS the North American REC or the I-REC for the rest of the world)
and the conditions for interoperability
Inclusively Certificate Market players including national registry managers will be invited to
participate in the GoCert Consortium as the network authority ie its administrators with the same
rights as WPO
If the GoCert Consortium administers the registers in an extremely reliable manner the reliability of
the input Production Data that feeds them will also be guaranteed Indeed Oracles installed by WPO
on the production sites will evaluate the data from End-to-End In addition this data is systematically
certified at source by two third parties that are independent trustworthy and long standing
1 On the one hand the electricity distribution or transmission network operator acting as the
operator of the electric meter who measures the quantities of electricity injected by the
power plant on its network and
2 On the other hand the statutory auditor of the company that owns the power plant which
independently corroborates with third-parties and validates the invoicing and payment of
these quantities by a market participant aggregator or buyer
According to the projection of the RECS International Association (Figure 16 see below) the Market
of Certificates of Guarantees of Origin will reach its maturity from 2022-23 By then the number of
Guarantees of Origin sold and cancelled will equal the number of Guarantees of Origin issued in
Europe for a volume of approximately 1100 terawatt hours ie approximately 11 billion certificates to
be issued
We want
of the Certificates Market (aggregators suppliers and above all registry managers) to test our White
Label offer within 24 to 36 months of the Public Token Offering
look very closely at the various developments in blockchain technology and consider
that this technology could support the Guarantees of Origin me Dirk VAN
EVERCOOREN President of the AIB - ASSOCIATION OF ISSUING BODIES in The
Renewable Energy Journal special edition March 2019 (Source)
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Figure 16 European Market of Certificates of Guarantees of Origin 2016-2025 in terawatt hours Source RECS International GO Monitoring 2018 Report
GoCert4 - The provision of digitalized insurance tools for renewable energy WPO has been active in claims and claims management and insurance brokerage in the renewable
energy sector since 201410 In an increasingly competitive and highly financialised sector WPO
certification tools developed as part of the GreenToken Project will also be able to help optimize some
aspects of the current insurance market
Firstly this can be done by automating the declaration phase of a cover or claim Indeed Distributed
Ledger Technologies and in particular the automatic performance of Smart Contracts allow us to
avoid the traditional declaration (form claim verification triggering compensation) for a whole series
of risks whose severity or compensation are now uneconomical for both the insured and the insurer
As a loss adjuster certifier of the production it supervises WPO is naturally able to initiate the Smart
Contracts for the automatic handling of claims in respect of certain covers and losses
10 Through its sister company ENRSUR SAS a company of the WPO group registered with the Paris Trade and Companies Register under the SIREN number 804 735 777 and the Register of Insurance Intermediaries under number ORIAS 140 065 63
69
6
718 79
1
853 920 99
3
107
1
1155 12
46
134
4
234
197 17
6 144 10
7 64 16
0
0
0
225
258 27
7 303 33
2 363 39
7 435
47
6 520
0
200
400
600
800
1000
1200
1400
1600
1800
2000
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Production not certified because of receiving subsidiesstate aids
Production available for certification with Guarantees of Origin
Production for which Guarantees of Origin are issued
Total Guarantees of Origin Cancelled
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ent in an orderly fashion
allowing for a statistical comparison of a claim (cover or loss) to a representative operational reference
for a given compensation scheme both for damage to equipment and associated production losses
GoCert certificates will represent the contractual value of the loss or the negotiated cover and
GreenTokens will be necessary for the co-contracting parties to access the automated declaration
service
These Smart Contracts will be marketed by WPO under the name Smart CLAIMS or blockchained
claims
Beyond that an insurance model based on our Smart Contracts could be that of index-based or
parametric insurance ie insurance linked to an index such as wind speed or solar irradiation The
Smart Contract between the client and WPO (or the insurer) could stipulate that a payment is made
after a number of days without enough wind or sun The contract is based on reliable external
meteorological data allowing Oracles to automatically trigger a payment without the intervention of
a loss adjuster or the need for the insured to make a claim
This model also applies to the case of warranties granted by manufacturers and maintenance
companies A Smart Contract between a client and WPO (or the manufacturer or maintenance
company member of the GreenToken Network) may stipulate that a payment be made after a
number of days of equipment failure or when a component is replaced or certified as being defective
by the control system or if the work is not completed within the guaranteed time frame
We want
manufacturers and insurance market players (insurers brokers and loss adjusters) to test our Smart
CLAIMS offering within 24 to 36 months of the Public Token Offering
4 Legal and regulatory aspects specific to WPO or the
GreenToken Project
s consulting and asset management services in the energy sector
The new WPO business model will be based on the issuance of private certificates and cryptographic
tokens Since this model is disconnected from the supply of energy to end-consumers it is
independent of the Guarantees of Origin moreover exclusively financed by private funds freely
allocated it does not constitute or affect any state aid scheme We have taken care to validate its legal
Blockchain technology is a unique point of truth on which we can build partnerships
Above all it is a means by which we can respond to our clients faster and offer the best
possible service by optimising processes and identifying low added value tasks
Crozier Head of the Global Blockchain Skill Centre at ALLIANZ TECHNOLOGY (Source)
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basis and have received nihil obstat11 from the relevant departments of the European Commission
and the authorities of our key markets
41 European Commission
DG for Energy The Directorate-General for Energy confirmed in writing that our GoCert certificates are not
Guarantees of Origin and are not incompatible with the European framework for Guarantees of
Origin
DG for Competition The Directorate-General for Competition confirmed
renewable sources could sell their data to WPO and participate in WPOs certificate and token system
without affecting their right to state aid granted under public financial support schemes
42 France
bull President of the Republic - Energy Environment and Transport Council [o]
bull President of the Republic - Councillor for Digital Transition [o]
bull Prime Ministers Office - Technical Energy Adviser [o]
bull Ministry of Economy and Finance - Treasury Directorate-General (DG Tresor)
bull Ministry of Economy and Finance - Tax Legislation Directorate (DLF) [o]
bull Ministry of Ecological and Community Transition - Office of the Minister [o]
bull Ministry of Ecological and Community Transition - Directorate-General for Energy and
Climate (DGEC)
bull Agency for the Environment and Energy Management (ADEME) [o]
bull Financial Markets Authority (AMF)
bull Banque de France [o]
bull Caisse des Deacutepocircts et Consignations [o]
bull Bpifrance [o]
43 Ireland
bull Commission for Regulation of Utilities (CRU) [o]
11 When nihil obstst has been given orally the relevant authority is followed by the symbol [o]
guarantees of origin of electricity produced from renewable sources ie for the
purpose of demonstrating the origin of electricity supplied by a supplier in
connection with a commercial offer the issue and transfer of GoCert certificates are
not likely to call into question the contracts referred to in articles L121-27 L311-12
L314-1 L314-18 and where applicable L314-26 of the French Energy Code as
provided for by paragraphs 3 and 4 of article 314-
DGEC - Letter of 1 July 2018
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bull Department of Communications Climate Action and Environment (DCCAE)
44 Sweden
bull The Swedish Energy Agency (Energimyndigheten)
45 United Kingdom
bull Office of Gas amp Electricity Markets (OFGEM)
bull Department for Business Energy amp Industrial Strategy (BEIS)
5 Deployment Strategy
51 Access to Production Data
The renewable electricity production Data Lake compiled on W or secured through
contractual commitments (or options) already represents a volume of approximately 100 terawatt
hours or the annual electricity consumption of approximately 17 million Europeans
The Production Data comes from our continuous supervision of a portfolio of more than 600 wind
and solar sites operating in 12 European countries for more than 10 terawatt hours a year
Figure 17 Hourly import of Production Data to WPO servers (click on image or here)
The first results are conclusive In 12 months the industrial capacity of one gigawatt has already been
secured under the Services-For-Data model and more than two additional gigawatts are currently
the subject of advanced discussions
Future mandates will concern new clients based on a transformation drive staggered over the 2018-
2022 period (see Figure 18 below)
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Figure 18 Deployment forecast of the Services-for-Data model and quantity of Production Data on WPO systems
To realise this potential we have developed standardised connection acquisition and storage
technologies that can quickly be deployed on a very large scale and at controlled costs
52 Create a long-term buyer category of GreenTokens
Our traditional clients are required to buy GreenTokens from WPO as long as they want to benefit
from Our Services-For-Data It works in a way similar to mutual societies or cooperatives that require
their customers to become members prior to having access to their goods or services to perpetuate
the model
As a result of this compulsory acquisition purchases of GreenTokens grow with the growth of WPO
according to the principle one GreenToken bought is worth [X] euros of services effectively provided
by WPO which services have at each moment a real market value
Between April and December 2019 90000 GreenTokens had already been purchased and paid at
Nominal Value to WPO by some of our clients institutional infrastructure fund managers and
alternative energy producers in seven countries (France Sweden Finland Ireland Italy United
Kingdom and Sweden)
85 90100
113129
165
314
750
70
700
0
10
20
30
40
50
60
70
80
90
100
2017 2018 2019 2020 2021 2022 2023 2024
Standard Services Services-For-Data WPOs Data Lake (TWh)
ess model is that its traditional clients alternative producers
and regulated investment fund managers are contractually committed to the recurring
purchase of GreenTokens at market value each year for periods of up to ten years A
category of long-term buyers is thus created Subsequently WPO plans to register a
price-floor for new contracts to support the trading price of the tokens
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In 2020 the contractual purchase and sale not yet invoiced at Nominal Value of more than 100000
GreenTokens by 8 different clients has already been secured And we are observing an acceleration
in demand (see Section Sales below)
For the period 2020-2029 recurring contractual commitments and options to purchase GreenTokens
now secured stand at 16 million euros and 14 million euros respectively
Our traditional clients will be inclined to use their GreenTokens to access Our new certified goods and
services If they need more GreenTokens they could first obtain them from the other GreenToken
holders on the Digital Asset exchange platform(s) and where applicable from WPO
Gradually our new order book will be Tokenised (see Tokenisation) while our existing order book
and business flow will allow for a smooth transition to the New business model monetisation of
Production Data
53 Create a primary market and a community of GreenToken
buyers
By offering the public the opportunity to buy our tokens through the Public Token Offering we aim
to establish a community of GreenToken users to respond to the drive to accelerate the mobilisation
and promotion of renewable energy
54 Create the conditions to ensure liquidity of GreenTokens
underpinned by the unavoidable growth of the renewable energy sector
GoCert certificate exchanges will be directly linked to the expansion of Our new certified goods and
services To obtain GoCert certificates GreenTokens must first be acquired
The trading of GreenTokens will therefore first be stimulated by the demand of clients
network of professional partners (as defined in the Section GreenToken Network) interested in
participating in GoCert certificate exchanges
Finally GreenTokens will be exchangeable on one or more Digital Asset exchange platforms Their
value will depend on the level of supply and demand (see Section GreenToken listing)
55 Organise the expiry of GreenTokens
GreenTokens which will be redeemed by WPO in exchange for GoCert certificates in connection with
Our new certified goods and services excluding Gas transaction fees and annual fees will be
cancelled (destroyed) within eight days As the GreenTokens are fixed this will result in a gradual
reduction in the number of GreenTokens available over time
Additional GreenTokens could be issued in connection with a change in technology (see Section
GreenToken technology)
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6 Value analysis
61 For GoCert certificate owners
Because they are proof of work in favour of the production of energy from renewable sources produced here and now GoCert certificates allow their owners to certify on a voluntary basis their contribution to the development of this production and the Energy Transition
GoCert certificate holders will have the tool both new standard and proof of purchase of Our new
certified goods and services to stimulate the increase in electricity production from renewable
sources They may take advantage of a voluntary approach to assessing responsible investments
Evaluation frameworks and supports to socially responsible investments which include
environmental social and governance criteria in addition to the purely financial criteria are rapidly
evolving in Europe and across the world Today WPO makes available to the greatest number an
alternative tool to achieve a voluntary contribution to the Energy Transition
The RE100 initiative and public procurement12 demonstrate a growing global institutional demand
for renewable energy sources But this mobilisation is still incomplete All stakeholders unlisted
companies start-ups cooperatives and individuals must also be able to participate
The GoCert tool aims to create the necessary conditions of trust in the energy sector through the
transforming power of the decentralised web to ensure as many stakeholders as possible can
accelerate the Energy Transition
It should be noted that the GoCert certificates issued by WPO are not Guarantees of Origin Their
purpose is not to demonstrate the source of energy provided by a supplier to an end consumer
GoCert certificates are proof of a voluntary contribution to improving the production of renewable
energy sources
12 See note 7 above
responsible medium-sized
companies such as F2A to participate in the energy transition directly and transparently
through the acquisition of GoCert certificates F2A therefore participates in the financing
of 110000 MWh produced from renewable energy sources The use of blockchain
technology secures the traceability of our certificates and irrefutably certifies the
production of renewable energy to which we participate in all confidence Jean-
Philippe Margrita Managing Director F2A
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62 For GreenToken owners
GreenTokens are Digital Assets classified as Utility Tokens within the meaning of article L54-10-1 of
the CMF GreenTokens are the only instrument for obtaining GoCert certificates and the full range of
and the GreenToken N
In the GreenToken Public Offering WPO offers GreenTokens at a Subscription Price of between 5 and 50 below their Nominal Value (see Section GreenToken Subscription Price)
Subsequently the value of GreenTokens and GoCert certificates will not be correlated However the
higher the traded price or volume of GoCert certificates the higher the Exchange Value of
GreenTokens could be by influence positively impacted13
Conversely a decrease in the traded price or volume of GoCert certificates could adversely affect the
Exchange Value
63 For producers of energy from renewable sources
All goods and services provided to our clients may be covered by WPO in return for access to
production data and the acquisition of GreenTokens (see Section Our Services-For-Data) In other
words the GreenToken Project creates a new revenue for renewable energy producers
Our innovation is a powerful growth lever that substantially underpins our Data Lake analysis
algorithms and ultimately WPO Artificial Intelligence systems or the GreenToken Network The
community of renewable energy producers thus has access to more qualitative transparent and
shared information
64 For local communities
Community actions will be undertaken by WPO as soon as the Target Amount of the Public Token
Offering is exceeded (See Figure 24) They will take the form of local community or participatory
initiatives in support of the Energy Transition They will be selected by the Investment Advisory
Committee which will communicate to the public their social and environmental performance
The Community actions thus envisaged are non-profit investments such as contributions to the
financing of renewable energy production facilities and promotional actions and contributions to
promote their acceptance and effective integration
WPO will also produce indicators of general interest to the general public and companies to
contribute to the sharing of knowledge and the dissemination of technical and economic markers of
renewable energy in local communities
In the event that the Maximum Amount (Hard-cap) is reached the allocation in favour of Solidarity
actions would amount to 750000
13 See also the Section Organise the expiry of GreenTokens
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7 GreenToken Project Decision-Making and
Governance Mechanisms
71 Investment Advisory Committee
Missions The Investment Advisory Committee is an independent body dedicated to assisting the WPO
Directorate in the governance of the GreenToken Project and communicating to stakeholders
In particular the Committee is responsible for advising the WPO Directorate and for issuing public
statements on the issuance sale stocks of GreenTokens and GoCert certificates and the use of funds
invested in respect of the commitments particularly strategic commercial technological and
solidarity commitments made in this Information Document
The Committee also ensures the implementation of data governance which deals with organisations
and procedures at WPO to oversee data collection security and use In particular it ensures
compliance of the GreenToken Project with the European Data Protection Regulation (GDPR) in
relation with the WPO Data Protection Officer
Arrangements
Composition
The Committee is composed of at least six members and up to twelve members half of which must
be external to WPO
bull A President external to WPO
bull Three members appointed by WPO
bull Up to three external members who bring their technical skills in renewable energy
Blockchain technology andor Artificial Intelligence
bull Up to six members representatives of WPO clients subscribers of the Services-For-Data offer
andor of GreenTokens
Members are appointed for a term of three years In the event of vacancy or renewal the Committee
shall co-opt the candidate(s) proposed by the Chair or failing that by at least one-third of its
members
Upon appointment members sign a declaration of absence of conflict of interest and adhesion to the
arrangements of the Investment Advisory Committee In the event of a serious or repeated breach of
its ethics the Chair may submit to a vote by the Committee the reasoned exclusion of a member In
this case the member concerned does not participate in the vote
Remuneration
Members will be entitled to receive remuneration in euros and will be paid in a legal tender currency
upon presentation of supporting documents The remuneration is decided by the WPO Directorate
and is reviewed annually It is made public in the annual audit report specific to the management of
GreenTokens prepared by the Statutory Auditor
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Decisions of the Committee Quorum
Decisions of the Committee including those taken by the Committee relating to the issuance of an
opinion or public statement shall be taken by a simple majority The President shall have a casting
vote if no majority is formed The quorum is reached when half of the members present express
themselves and half of them are external to WPO
Obligations of WPO
The WPO Directorate must consult and obtain the reasoned opinion of the Investment Advisory
Committee prior to its decision to incur any expense investment or sale of more than one hundred
thousand euros ( 100000) relating to the GreenToken Project By definition the Committees
opinions are advisory
WPO Directorate must provide the Committee with the means and resources needed to carry out its
duties
In the event that no quorum is assembled on two occasions or in case of force majeure incapacitating
the Committee the WPO Directorate will take over the Obligations and capacities of the Committee
until its capacity is restored
Obligations and capacities of the Committee
The opinions of the Investment Advisory Committee given to the WPO Directorate and the content
of their exchanges are confidential
The public statements of the Investment Advisory Committee never precede an opinion of the
Committee to the WPO Directorate and a reasonable response period from the WPO Directorate to
the Committee
At any time the Investment Advisory Committee has the capacity to produce opinions and public
statements in relation to its missions regardless of the opinions and public statements of the WPO
Directorate stakeholders of the
GreenToken Project of changes in the Project or significant elements affecting it The information
provided by the Committee is true factual and complete
At least once a year the Committee publishes on the WPO website (wwwwpoeu) an activity report
of the GreenToken Project over the past period supported by the report of the Statutory Auditor
specific to the management of tokens over this period (see Section Statutory Auditor) This activity
report informs the public of the issuance sale and stocks of GreenTokens (including self-held tokens)
and GoCert certificates and the use of invested funds
The Investment Advisory Committee has authority over the Community actions that will be
undertaken as soon as the Target Amount (Target) has been exceeded (See Figure 24) These actions
are not-for-profit investments in local community or participatory initiatives in support of the Energy
Transition
The Investment Advisory Committee has authority on deciding the Exchange Value in the event of
listing on several Digital Asset exchange platforms (see Section Exchange Value)
The Investment Advisory Committee also intervenes during the subscription period and at the end
of the Public Token Offering
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During the subscription period of the Public Token Offering the Committee oversees subscriptions
and verifies the interim calculations of the Amount Effectively Collected by WPO
At the close of the Public Token Offering
bull The Committee verifies the final calculation of the Amount Effectively Collected by WPO and
in the person of its chairman puts its sign
a public declaration
bull The Committee in the person of its chairman conducts the due diligence required for the
opening of the escrow accounts or where applicable repays funds to the subscribers
Founder members
Chairman
bull [A civil society personality independent of WPO will be appointed before the Public Token
Offering]
Members WPO Professionals
bull Alexandre Bertrand Manging Director Digitalisation and Data - Linkedin
bull Youri Pasquier Information Systems Director - Linkedin
bull Alban Jehu Technical Product Manager Optimisation amp Innovation Group - Linkedin
Members Independent Experts
bull Imtiaz Adam Founder and Director of the Machine Learning Department at Deep Learning
Strategies Ltd - Linkedin
bull Philipp Schulden COO of the Frankfurt School Blockchain Center (FSBC) - Linkedin
Members WPO clients GreenToken subscribers
bull AREAM Renewables (1 member) - Markus Voigt - Linkedin
bull GOODYIELDS CAPITAL (1 member) - Christian Auer - Linkedin
72 Subscribers to whom the offer is addressed and any restrictions
For the Public Token Offering priority is given to natural and legal persons residing in France
individuals associations professionals companies or communities etc wishing to access the goods
and services offered today and in the future by WPO and the GreenToken Network
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America
No action has been taken or will be taken by WPO to obtain any licence authorisation visa approval
or other form of authorisation prior or subsequent from any foreign authority for WPO GreenTokens
Authorisation
the dissemination of all or part of this Information Document in a country or jurisdiction where such
an Authorisation is required Accordingly GreenTokens may not be offered or transferred directly or
indirectly nor may this Information Document or any circular prospectus presentation advertising
or other offering material concerning the GreenTokens may be distributed in whole or in part from
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or to a destination or published in a country or jurisdiction where such action is prohibited or for
which such Authorisation is required for WPO the Information Document andor the GreenTokens
In this regard WPO has not taken any action to allow the GreenToken Public Offering or the
distribution of the Information Document in a jurisdiction other than France In addition no one is
permitted to disclose information or make statements regarding the issuance or sale of GreenTokens
other than that contained in the Information Document
Accordingly whether directly or indirectly GreenTokens will not be offered or sold and the
Information Document and any other document relating to the Public Token Offering may not be
distributed or published in any other jurisdiction that requires such an Authorisation for WPO andor
of the GreenTokens A description of some of these restrictions on the offer and sale of GreenTokens
and the distribution of this Information Document is provided in PART 9 - APPLICABLE LAW
RESTRICTIONS AND JURISDICTION
The subscription of GreenTokens implies in particular an undertaking is given to WPO not to transfer
GreenTokens andor the Information Document in countries requiring an Authorisation In addition
the subscription agreement implies a commitment to stipulate in any contract for the transfer of
GreenTokens to a third party for the benefit of WPO that the beneficiary of this transfer will not
transfer GreenTokens andor the Information Document in countries requiring an Authorisation for
GreenTokens andor for the dissemination of all or part of this Information Document
8 GreenToken Project Business Plan
81 Our objectives at a glance
Figure 19 5-year growth objectives
Objectives 2019 2020 2021 2022 2023 2024 TOTAL
GROW GW 5 7 9 19 72 216 216
TWh 10 13 16 36 149 435 660
SCALE-UP Team 73 77 87 88 154 209 209
CASH EUR (millions) 6 8 9 16 42 107 189
Cumulatively over five years we intend to
bull GROW oversee a portfolio of 216 gigawatts and certify 660 terawatt hours of production
through Our new certified goods and services
bull SCALE-UP employ 209 professionals among the most experienced and passionate
professionals in the sector
bull CASH generate 189 million euros in revenue and cash flow from the sale of GreenTokens to
finance all of the above transactions The funds collected during the Public Token Offering
(assuming the Target Amount is reached) are factored in for 2020 and 2021
The Public Token Offering is the real lever of launch of the GreenToken
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82 Timeline
With the onset of digitalisation WPO acquires vast amounts of Production Data from renewable
energy sources and monetises this data through Blockchain technology and Artificial Intelligence
Figure 20 Timeline
83 GreenToken Project Timeline
Initiated in the winter of 2018 the GreenToken Project was developed with the support of our clients
our supervisory authorities and our partners across Europe
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access the Production Data the ability to sell GoCert certificates and GreenTokens have been
validated
A Private Token Sale has been under way since April 2019 and the Public Token Offering is expected
between September and November 2020 The aim is to deliver the GreenTokens and complete the
Listing of the Tokens by the end of 2020 and to deliver the Minimum Viable Consortium of the GoCert
certificate and issue the first GoCert certificates in 2021
Figure 21 GreenToken Project timeline
2018 January Launch of the GreenToken Project
June Proof of Concept (POC) of GoCert certificates and GreenTokens with DAG
technology
July Administrative approval by the French Directorate-General for Energy and
Climate (DGEC)
August Administrative approval by the Swedish Energy Agency
(Energimyndigheten)
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September Vote at first reading of the PACTE law governing in particular the regime
for public token offerings in France
December Tax validation by the Tax Legislation Directorate (DLF)
2019 January
Administrative approval by the DG for Competition of the European
Commission
February Administrative approval by the DG for Energy of the European Commission
April First Private Sale of GreenTokens through simple Vesting to a French buyer
May - Promulgation of the PACTE law governing ICOs in France
- Sale of the first GoCert certificates to F2A
June Administrative approval by the Irish Department of Communications
Climate Action and Environment (DCCAE)
July 900 megawatts supervised by WPO secured under the Services-For-Data
contract model
August
- First Private Sale of GreenTokens through annualised Vesting over ten
years in France Germany Finland Italy and Sweden for wind and solar
power plants
- First gigawatt serviced by WPO and secured under the Services-For-Data
contract model
October First Private Sale of GreenTokens through simple Vesting to German
institutional buyer
November
- First Private Sale of GreenTokens through annualised Vesting over five
years in the United Kingdom for a wind power plant installation
- Audit of the WPO order book by the Statutory Auditor
December Security audit of WPO Information Systems
2020 January
fully subscribed in less than 24
hours
April Security audit of the Distributed Ledger Technology (DLT) - underpinning
GreenTokens
May - Obtention of the optional visa ICO20-189 from the AMF
- Opening of the reservation of GreenTokens
July parametering in compliance with the
provisions contained in this Information Document
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August Proof of Concept (POC) of the GoCert certificate under Tezos technology
September Opening Tuesday 8 September
October Public Token Offering (See Time frame of the Public Token Offering)
November
Closing Thursday 12 November
- Publication of the result of the Public Token Offering
- Issuance of the GreenTokens and if applicable cancellation (destruction)
of unsold GreenTokens
December
- Attribution of GreenTokens to subscribers
- GreenGreenToken listing
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
2021 March
- Delivery of the Minimal Viable GoCert Consortium
- Issuance of the first GoCert certificates
Figure 21 GreenToken Project timeline
See also Sections Time frame of the Public Token Offering and GreenTokens time frame of use
84 Milestones
Technical In 2018 and 2019 our Blockchain-pilot produced 110000 GoCert1 certificates representing 110
gigawatt hours of green electricity production from ten wind sites in France We secured the ability
to issue around 15 million GoCert1 certificates representing 1500 gigawatt hours from nearly 200
wind and solar photovoltaic sites operating in 7 European countries
Figure 22 Example GoCert certificates produced by WPO
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In 2020 we doubled this ability to issue GoCert1 certificates to reach a volume of 3000 gigawatt
hours We produce proof of concept of the GoCert certificate in PoS technology (eg Tezos)
Regulations The GreenToken Project is intended to operate in all countries where WPO already services wind and
solar power plants regardless of the outcome and where applicable the terms of Brexit (see Section
Legal and regulatory aspects specific to WPO or the GreenToken Project)
In particular the Competition Directorate of the European Commission has informed us that
Furthermore we are expanding our consultations with the administrations of each Member State of
the European Union based on the progress of our commercial deployment
Taxes We received a statement (tax rescript) from the Tax Legislation Directorate of the French Ministry of
Economy and Finance approving our proposal to process VAT on GoCert certificates and
GreenTokens for WPO and their buyers See Section Tax regime applicable to the holding of
GreenTokens in France for French subscribers)
Accounting The sales of GreenTokens recorded in 2018 and 2019 were certified by the Statutory Auditor as part of
its audits of the WPO financial statements (see Section
accounts)
Sales More than 1000 megawatts of new Services-For-Data mandates were signed in a year and a half with
for example the producers AALTO POWER BALLAMAN ENERGIE PARTAGEE and TOTAL QUADRAN
(TOTAL group)
Today Services-For-Data is deployed in seven countries (France Germany Finland Ireland Italy the
United Kingdom and Sweden) for all types of wind and solar photovoltaic installations
Our first GreenTokens were sold for example to EacuteNERGIE PARTAGEacuteE a subsidiary of the alternative
green energy supplier ENERCOOP to the local community
infrastructure funds AREAM RENEWABLES and GOODYIELDS CAPITAL and to the UK local
community producer WINDCLUSTER The total amount of commitments to purchase GreenTokens
thus contracted is 16 million over the period 2020-29 The contract model used is the standard
contract for the sale-purchase of GreenTokens through simple or multi-year Vesting
to WPO and
participate in the WPO certificate system without affecting their entitlement to receive
European Commission Directorate-General for Competition (Unit B2 - State aidEnergy
and Environment) on 25 January 2019 (Email)
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Other institutional clients of WPO have signed options to purchase or have expressed intentions to
purchase GreenTokens For example the German infrastructure fund PRIME CAPITAL and Irish fund
NTR The total amount of options for the sale-purchase of GreenTokens is 14 million over the period
2020-29
9 Fees related to the Public Token Offering
WPO has financed the GreenToken Project for two years using self-financing and short-term debt
bull In 2018 WPO self-funded the launch of the GreenToken Project for an amount of 361457 for
875 of Private Token Sale
bull In 2019 WPO self-funded the GreenToken Project for an amount of 204096 for 216271 of
Private Token Sale
bull In January 2020 WPO completed a bond issue14 of 600000 which was fully subscribed in
less than 24 hours as part of a crowdfunding facility for among other things pre-financing
the development of the GreenToken and the Minimum Viable Product of the GoCert
certificate
Part of the funds received from the Public Token Offering will cover these costs (see Section Allocation
of funds and Digital Assets collected)
14 The bond issue to accelerate WPO Innovation launched on the crowdfunding platform LENDOSPHERE (wwwlendospherecom) wwwlendospherecom under the reference P1531 in January 2020 (Source)
The sale of GreenTokens effectively invoiced and paid for in 2019 amounted to 216000
plus a total contracted purchase amount of 16 million and purchase options of
14 million over the 2020-29 period to be delivered from the Reserve
All the GoCert certificates issued in 2018 were sold to French company F2A at the
exchange rate of four GoCert certificates for one GreenToken (ie 110000 GoCert
certificates for 27500 GreenTokens)
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10 Allocation of funds and Digital Assets collected and
use of self-held tokens
101 Use of self-held tokens
- e GreenTokens attributed to WPO as part of the Project
when the tokens are issued and allocated to the Reserve together with the GreenTokens that WPO
buys back
The governance of self-held tokens and the information to the public of their use comes under the
Obligations and capacities of the Committee
Use of the GreenTokens Reserve Part of the GreenTokens issue is allocated to the Reserve The Reserve holds the initial amount of
GreenTokens defined in the Section Allocation structure plus any unsold tokens from the Private
Token Sale
This Reserve held by WPO is intended to meet the demand for GreenTokens of the Services-For-
Data long-term buyer category The price of WPO services is set at the market value in legal tender
currency and the price of the GreenToken is set at its Nominal Value
In the event of a lack or excess of liquidity of the GreenTokens WPO will act reasonably and may use
the Reserve to at its discretion and after giving notice to the Investment Advisory Committee
purchase and sell GreenTokens
When a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled As a
result the Reserve is expected to run out within 5-10 years (see Section Organise the expiry of
GreenTokens)
Redemption of GreenTokens by WPO Anyone - historic or new client data holder or not - will be able to exchange their GreenTokens for
WPOs new goods and services
It will be possible to pay in whole or in part for the goods and services in legal tender currency andor
with GreenTokens at their Utility Value
Thus on the date of invoicing by WPO and
bull before the Token Listing the Utility Value is equal to the Nominal Value ie one (1) euro
bull after the Token Listing the Utility Value will be the lower of one (1) euro and the Exchange
Value as illustrated in Figure 23 below
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Figure 23 Redemption of the GreenToken by WPO at Utility Value (non-contractual example)
Finally when a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled
(see Section Organise the expiry of GreenTokens)
102 Allocation of funds and Digital Assets collected
Highly innovative the success of the GreenToken Project requires strong commercial investment
Figure 24) and of course technological investment (see
Figure 24) for at least 24-36 months
To support the growth of its Data Lake WPO must quickly recruit new staff to work in its historical
Figure 24) while GoCert certificate sales will only begin once the
governance of the GoCer Figure 24)
Our new certified goods and services are promoted by a sustained marketing and communication
strategy (se Figure 24)
The Project Management and Legal Works undertaken and Financial Costs incurred associated with
all the transactions represent the overheads of the GreenToken Project (see the corresponding three
lines Figure 24)
Finally Community actions will be undertaken as soon as the Target Amount (Target) has been
Community a Figure 24 These Community actions are not-for-profit
investments in local community or participatory initiatives in support of the Energy Transition They
are placed under the authority of the Investment Advisory Committee
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Figure 24 Allocation of funds and Digital Assets collected according to the amount reached
AMOUNT COLLECTED
USES
SOFT-CAP
15m
TARGET
5m
HARD-CAP
10m
Business Development
To enable the deployment of Data Services and the GreenToken Network on a large scale
25 29 25
Technology
For the development and implementation (Design Build Test Deploy) of DLTs underpinning the issuance of GreenTokens and GoCert certificates
25 20 15
Recruitment
siness activities 25 20 20
Governance
To create and then frame (Plan Launch Articulate) the GoCert Consortium within the meaning of its governance - on-chain (directly executed by the code and Smart Contracts) - off-chain (executing in committees between founding players)
5 10 5
Marketing amp Communication
To promote and enhance the value of GreenTokens and GoCert certificates 5 10 10
Legal Works
5 5 4
Project Management
For the Project management including the Strategic Committee Investment -ordination of the
GreenToken Network
5 5 4
Financial Costs
Interest fees and commissions due in respect of the financing
exchange risk part of the bond issue carried out in January 2020 and the escrow and Lock-up fees associated with the public offering
5 2 2
Community actions
Non-for-profit investments purpose in local community or participatory initiatives in support of the Energy Transition representing 15 of the amount collected from the first euro beyond the Target Amount (Target) when the Tokens are offered to the public
0 0 15
If the Target Amount (Target) is reached the detailed allocation of funds and Digital Assets collected
during the Public Token Offering breaks down as shown in Figure 25 on the next page
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Figure 25 Allocation of funds and Digital Assets collected in euros (where Target Amount is reached)
Financial requirements for the development of the Project and any financing
already obtained
Figure 26 details the funding needs and corresponding resources (already obtained or to be obtained)
in the event that the Target Amount is reached
Figure 26 GreenToken Project Funding (where Target Amount is reached)
NEEDS EUR
(thousands) RESOURCES
EUR (thousands)
Business Development 1500 Self-Financing (including Private Token Sale)
566
Technology 1030 Grant public support 0
Recruitment 1030 Public Token Offering (ICO) 5000
Governance 500
Marketing amp Communication 500
Legal Works 250
Project Management 250
Financial Costs 100
Repayment short-term debt 600 Short-term debt (Lendosphere crowdfunding) 600
Contingencies (7 ) 406 Other liabilities 0
TOTAL (NEEDS) 6166 TOTAL (RESOURCES) 6166
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PART 3 - RIGHTS AND OBLIGATIONS ATTACHED TO
GREENTOKENS
1 The GreenToken
The token offered in the public offering is the GreenToken and its code is GTK
Figure 27 GreenToken logo
11 Rights and uses of the GreenToken
The holding of GreenTokens that correspond to the classification of Utility Tokens within the meaning
of article L54-10-1 1deg of the CMF entitles their holders to acquire the certified goods and services of
WPO and the GreenToken Network This right if exercised enables holders to exchange their
GreenTokens for GoCert certificates
Figure 28 Use of GreenTokens
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GreenToken Network A network of professional partners engaged in the operation and optimisation of the energy sector
and that accept GreenTokens is being established It is the GreenToken Network
To date and subject to the success of the public offering the members of the GreenToken Network are
bull AREAM RENEWABLES Infrastructure Fund owner of wind and solar power plants
bull BCS ASSURANCES insurance broker
bull DREHPUNKT software solutions editor
bull ENDIPREV independent maintenance
bull ENRSUR insurance broker
bull GOODYIELDS CAPITAL Infrastructure fund owner of wind and solar power plants
bull SYNERIA independent technical advice
bull TALVEG WIND independent maintenance
bull WIND CLUSTER independent producer
bull WPO asset management for third parties and independent technical advice
The interest for professionals in joining the GreenToken Network is to expand their client base and
volume of business with GreenToken holders through a fit-for-purpose and innovative tool and to
access using GreenTokens the resources of other members of the Network (see Section GoCert1 -
enhanced technical expertise)
Practically a member of the GreenToken Network submits a quote to its client in euros The
client places an order with it The member renders the service and bills for it Its client must
hold (and if necessary acquire) all or part of the value in GreenTokens which will be used for the partial
corresponding GoCert certificates by WPO (See Section Redemption of GreenTokens by WPO)
It will be possible to pay in whole or in part for the goods and services in a currency that is legal
tender andor with GreenTokens at their Utility Value
In exchange for the GreenTokens the member has received it will be able to access the goods and
services of the other GreenToken network members including WPO finally if necessary it will be
able to resell its GreenTokens to the secondary market (see Section GreenToken listing)
Subject to sufficient liquidity of the GreenToken the GreenToken Network is the enabler for the
expansion of the business model (or Tokenisation) launched by WPO and this also applies to its entire
professional ecosystem
Within 24 to 36 months of the Public Token Offering we expect the GreenToken Network to achieve
the maturity and diversity required to contribute significantly through the use of the GreenToken to
the acceleration of the Energy Transition
Difference between GreenTokens and GoCert Certificates GoCert certificates underpin Our new certified goods and services To acquire GoCert certificates it is
necessary to purchase GreenTokens
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Only GreenTokens are offered for public subscription under the Public Token Offering and will be
listed on a Digital Asset exchange platform
GoCert certificate Price WPO will apply a catalogue price for each type of GoCert certificate in euros and the buyer will have
the ability to pay for them with GreenTokens whose equivalent value in euros is the Utility Value
On the date of the Public Token Offering and for the year 2020 the price of a GoCert certificate is set
at 025 euros excluding tax which corresponds to the lower range of prices for comparable energy
certificates15
The price of each GoCert certificate sold or for sale in 2020 is fixed at 025 euros
Subsequently WPO may after a public declaration of the Investment Advisory Committee
periodically establish and if applicable revise the value of the GoCert certificate according to its type
(see Section Our GoCert) and market prices on the Certificate Markets
In addition to these prices transaction fees (eg issuance transfer custody andor execution of
certificates) and annual fees (eg admission to the register admission to tender registration of a
facility) are applied by WPO
12 GreenToken technology
GreenToken Distributed Ledger Technology The GreenToken is developed on the ERC20 protocol of the Ethereum network In particular it is
freely transferable to any person identified on the Ethereum network
Tradability To date more than four out of five initial coin offerings in the world (82 ) have been made on the
Ethereum network
The Sales Ether (code ETH) is listed on nearly 80 Digital Asset exchange platforms and accepted by
more than 400 trading places worldwide The daily volume traded in ETH is in the order of 14 billion
euros and the market capitalisation (marketcap) of Ethereum is in the order of 17 billion euros
making it the second most used cryptographic protocol after Bitcoin (code BTC)16
Energy consumption Electrical energy consumption related to GreenToken activity is of course an essential concern for
WPO
To date a transaction on the Ethereum network represents an electric consumption of around 29
kilowatt hours (kWh)
15 Source) 16 Figures shown on the Coinpaprikacom site on April 16 2020 at 2330 Paris time (Source)
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Ethereum plans to change its proof-of-work (PoW) algorithm to a proof-of-stake (PoS) algorithm
called Casper which is a significantly more energy efficient approach This change is announced for
2020
The Investment Advisory Committee will include in its annual report an estimate of the consumption
of electricity related to GreenToken activity using the Ethereum Energy Consumption Index
(Source) or equivalent index as reference indicator
Technology changes Technologies relating to the Distributed Ledger Technology (DLT) rapidly change so WPO reserves
the right to opt for a more energy-efficient technology provided all other performance indicators are
at least equivalent It cannot be ruled out that WPO decides to migrate to Tezos (code XTZ)17 in the
medium term
Any technology change assessment will be carried out by WPO and its advisers and will be subject
to the approval of the Investment Advisory Committee Technologies will be assessed mainly on the
basis of security criteria (IT geopolitical regulatory) performance (speed cost and energy
consumption) marketing (control conservation and token broking) and interoperability with the
GoCert certificate
The public will be informed in advance of such a project and the various communications will detail
the conditions for porting andor additional issuances of GreenTokens of one network or another and
the associated risks
13 Division of GreenTokens
GreenTokens can be divided into billionths ensuring better liquidity
Figure 29 Fractionation of GreenTokens
Fraction 0 1 2 3 4 5 6 7 8 9
Name GTK DGTK CGTK mGTK - - microGTK - - nGTK
Value 1 10-1 10-2 10-3 10-4 10-5 10-6 10-7 10-8 10-9
Prefix - deci- centi- milli- - - micro- - - nano-
14 Cancellation of GreenTokens
The GreenTokens allocated to the Public Token Offering and that remain unsold are cancelled
(destroyed) within eight days of the closing of the Public Token Offering
See also the Section Allocation structure and Section Redemption of GreenTokens by WPO
17 COINHOUSE 8 April 2019
(Source)
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2 Operating costs of the GreenToken
21 Subscription in currency that is legal tender
Subscribers subscribing to the GreenToken Public Offering in currencies that are legal tender bear
the costs associated with their subscription
The applicable fees are any fees and commissions applied by their own payment providers (banks
credit and payment card organisations foreign exchange agents etc) and the fees applied by the
operator of the EQUISAFE subscription platform These will be indicated at the time of confirming
the purchase of GreenTokens and will appear on the invoice issued for each subscription
22 Subscription in Digital Assets
Subscribers subscribing to the GreenToken Public Offering in Digital Assets bear the costs associated
with their subscription
The applicable fees are any fees and commissions applied by their own service providers (eg Digital
Asset exchange platforms brokers banks foreign exchange agents etc) underlying network fees
(Gas) and fees applied by the operator of the EQUISAFE subscription platform These will be indicated
at the time of confirming the purchase of GreenTokens and will appear on the invoice issued for each
subscription
23 Why does WPO not bear the subscription fee
By choosing the most accessible Minimum Subscription Threshold WPO is liable to pay fixed and
variable costs which combined would negatively affect the Amount Effectively Collected for the
GreenToken Project
As we want each subscription to have a useful impact on the Energy Transition we choose to leave
each subscriber to decide whether he or she agrees to help us by keeping the subscription costs at
his or her own expense
We also choose to apply a single subscription fee rule because for WPO subscriptions made in euros
Bitcoins or Ethers are of equal importance to the success of the GreenToken Project
24 Issuance of GreenTokens
The costs associated with the initial issuance and transfer of GreenTokens to their subscribers are
borne by WPO
These costs consist of any charges and commissions applied by the underlying network charges (Gas)
and the fees applied by the operator of the EQUISAFE subscription platform excluding fees and
commissions applied by the exchange platforms
brokers banks foreign exchange agents etc)
25 Lock-up of GreenTokens
If applicable the Lock-up custody fee is paid by WPO (see Section Conditions of custody of
GreenTokens held by subscribers
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26 Subsequent operation of GreenTokens
Once issued to subscribers GreenTokens do not incur any WPO fees
Third-party custody fees may apply according to the terms and conditions for the safekeeping of the
GreenTokens held by the subscriber
WPO informs subscribers that subsequent transaction fees will most likely be applied to the transfer
of GreenTokens by third parties involved in these transactions as is generally applied to the transfer
of Digital Assets
3 Previous GreenToken issues
No tokens have yet been issued by WPO
4 Rules and conditions for use and operation of
GreenTokens
41 Principles
The purchase or subscription of GreenTokens is subject to a number of conditions and in particular
bull eligibility conditions in relation to WPOs obligations to identify buyers or subscribers in the
context of inter alia the AML-CFT procedure and the due diligence obligations to which WPO
is subject and
bull Agreement
bull compliance with the General Terms and Conditions of Use of GreenTokens available on the
EQUISAFE site and to be accepted prior to the acquisition of GreenTokens
42 The Agreement
Regardless of the method of acquisition used (through the General Terms of Use or otherwise) the
subscriber or buyer of GreenTokens in the context of this Public Token Offering Buyer
required to comply with a number of obligations to ensure the security of the Project The purpose of
these obligations is to ensure security for everyone
Any subscriber or buyer in connection with the Public Token Offering is therefore invited to read
in particular the commitments below which will be in substance those which it must take in the
Agreement
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General commitments (a) The Buyer agrees not to distribute in any way whatsoever all or any part of the Information
Document in any country or jurisdiction where such distribution is prohibited or requires an
Authorisation for WPO the Information Document andor GreenTokens
(b) The Buyer agrees not to transfer in whole or in part regardless of the form or terms of such
transfer (assignment contribution donation other Transfer
GreenTokens or the rights attached thereto in any country or jurisdiction where such Transfer
is prohibited or requires the Authorisation of WPO the Information Document andor the
GreenTokens In particular but not exclusively the Buyer agrees not to transfer the
GreenTokens andor a right to a GreenToken to an
i any private person resident in the United States
ii any partnership or company organised or incorporated in accordance with US
law
iii any property of which the executor or administrator is an American citizen
iv any trust whose agent is a US citizen
v any agency or branch of a foreign company based in the United States
vi any non-discretionary or similar account (other than a trust or property) held by
a broker or other trustee for or on behalf of an American citizen
vii any discretionary or similar account (other than a trust) held by a merchant or
other trustee who is organised constituted or (if it is a natural person) resident in
the United States
viii a partnership or company if
(aa) it is organised or constituted in accordance with the law of a foreign
jurisdiction and
(bb) it is constituted by a US citizen primarily for the purpose of investing in
unlisted securities under the United States Securities Act of 1933
unless it is organised or established and held by accredited investors
who are not individuals trusts or real property
(c) The Buyer agrees not to initiate or participate in any legal action arbitration proceedings or
to make an application to any other dispute resolution body in France or abroad (i) against
WPO in the event of total or partial non-performance of the WPO Products non-deployment
or non-performance of the Project even if its GreenTokens have lost all or part of their value
provided that WPO has respected its duty of best endeavours of substantially putting in place
the Project in the form described in the Information Document andor (ii) in any event
against WPO affiliates (including senior executives and employees of WPO affiliates) agents
Other Persons
Identified Identified Persons
the Information Document
(d) The Buyer agrees not to Transfer (including acquiring selling transferring assigning even
free of charge) GoCert certificates for use in support of a commercial offer made by an
electricity supplier to its end consumers to show the share or quantity of energy produced
from renewable sources contained in this offer
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(e) The Buyer agrees to comply with French law and all applicable laws and regulations in each
jurisdiction in or from which heshe transfers a GreenToken a right to a GreenToken andor
all or part of the Information Document or if the foregoing is transferred to himher
(f) The Buyer agrees to return the Information Document to WPO who shall be entitled to
request its return at any time The Information Document and its content may not be
reproduced or used in whole or in part or disclosed by the Buyer to a third party other than
its legal financial or tax adviser provided that they are themselves subject to the same
Specific commitments The mechanism below known as
purchasing GreenTokens to ensure that the commitments it makes to the Identified Persons are also
made by the buyer to whom it transfers GreenTokens The purpose of this mechanism is to secure
the entire GreenToken ecosystem
(a) The Buyer agrees to stipulate as stipulator in accordance with the provisions of article 1205
of the French Civil Code to any person to whom it transfers a GreenToken or a right to a
Transferee ) in the capacity of promisor for the benefit of each Identified
Person as a beneficiary of this stipulation for the benefit of third parties that the Transferee
irrevocably
i undertakes the same commitments as those undertaken by the Buyer under this
Sect
benefit of the identified Persons and
ii makes the same representations as those made by the Buyer in the Agreement
for the benefit of the Identified Persons
the Stipulation
(b) the Buyer as stipulator waives its right to revoke this provision at any time
(c) the Buyer acknowledges as stipulator and WPO acting as a beneficiary for its own benefit as
well as that of all other beneficiaries that the Stipulation becomes irrevocable between the
Buyer as stipulator and the Persons identified as beneficiaries on the date of this Agreement
(d) the Buyer agrees that each Transferee expressly waives its right of revocation of any of its
and conditions of
token or a right to a GreenToken
Indemnification The Buyer agrees to indemnify upon first request any Identified Person for all damages liabilities
compensation financial losses costs disbursements and direct or indirect damages that such
Identified Person has suffered as a result of any breach by the Buyer of such general andor specific
commitments
Subject to the foregoing the Buyer agrees to indemnify the Company in the event of gross
negligence or wilful misconduct under the Agreement
These provisions shall survive termination of the Agreement for a period of ten (10) years
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43 General Terms and Conditions of Use
The General Terms and Conditions of Use set out the terms and conditions of use of the site for the
purchase of GreenTokens The General Terms and Conditions of Use will be available on the
EQUISAFE and WPO websites at the Creation of the User Account stage
5 System on which GreenTokens will be registered
The description of the Distributed Ledger Technology (DLT) on which the GreenTokens will be
registered is specified in the Section GreenToken technology and in the Section PART 6 - TECHNICAL
TERMS AND CONDITIONS FOR THE ISSUE OF GREENTOKENS
6 GreenTokens time frame of use
61 Issuance
The GreenTokens will be issued on the business day following the Publication of the outcome of the
Public Token Offering if the Minimum Amount (Soft-cap) has been reached in accordance with the
Time frame of the Public Token Offering
62 Use
Initially WPO will accept GreenTokens issued as a means of exchanging its new certified goods and
services immediately after the of the Section
GoCert1 - enhanced technical expertise)
We are currently establishing a network of partners of our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchange for their own goods and
services
63 GreenToken listing
The listing of the GreenToken is already pre-secured18 on the French Digital Asset exchange platform
SAVITAR (wwwsavitario)
Subject to the minimum amount (Soft-cap) being reached the first Listing of the Token is scheduled
for the day after the date of publication of the results of the Public Token Offering
Subject to sufficient liquidity the GreenTokens will then be exchangeable between participants
against the other Digital Assets or currencies listed on the platform The Exchange Value will depend
on the level of supply and demand
The conditions for admission of participants and the operation of the Digital Asset exchange platform
are specified on the website wwwsavitario Prior to any use of its services it is important to refer to
the terms and conditions of use of SAVITAR
18 According to the letter of intent signed between WPO SAS and Exchange SAS on 11 February 2020
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7
accounts
71 Monitoring of the token issue using the accounting annex as per
French gaap
The GreenTokens will be issued on the day following the publication of the result of the Public Token
Offering if the Minimum Amount (Soft-cap) has been reached At this time we will proceed with
allocating the GreenTokens shown in the Section Allocation structure according to the following
eight steps which will be included in the notes to the financial statements
Issue of the Quantity
Step 1 Issue of the Quantity of GreenTokens (15 million tokens)
Allocation in connection with the Public Token Offering
Step 2 Deduction of the [X] GreenTokens subscribed for in the Public Token Offering (maximum allocation of 11 million tokens)
Step 3 Destruction of the non-subscribed GreenTokens of the allocation for the Public Token Offering (= 11 million tokens - [X])
Allocation to the Reserve
Step 4 Deduction of the 3 million GreenTokens allocated to the Reserve
Allocation for the Private Token Sale
Step 5 Deduction of the [Y] GreenTokens subscribed for the Private Sale (maximum allocation of 900 thousand tokens)
Step 6 Allocation of non-subscribed GreenTokens to the Reserve (= 900 thousand tokens - [Y])
Allocation for the free distribution to WPO employees
Step 7 Deduction of the [Z] GreenTokens distributed for free to WPO employees (maximum allocation of 100 thousand tokens)
Step 8 Allocation of undistributed GreenTokens to the Reserve (= 100 thousand tokens - [Z])
72 Monitoring subscriptions through accounting
The GreenTokens subscribed for shall be recorded in various recoverable liability accounts (EUR
account BT
counterpart for the Cryptocurrencies collected (account 5205)
During the Private Token Sale During the Private Token Sale accounting entries are made as and when sales occur 2018 and 2019
During the Public Token Offering During the Public Token Offering accounting entries are made on a weekly basis except in the following cases where the accounting entries are made on a daily basis (
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bull The first five days following the opening of the Offering to the Public bull The last five days before the closing of the Offering to the Public bull If applicable when approaching the Minimum Amount (Soft-cap) or the Maximum
Amount (Hard-cap)
Funds in currencies that are legal tender will be confined to the LEMON WAY Payment Service
Provider until as the case may be their payment to the Escrow Account of the UZES Financial
Custodian or their repayment
il where applicable
repayment
Collected funds in currencies that are legal tender and Cryptocurrencies will be recorded in an
aggregated manner (and not by subscriber) in WPO accounts
The cases of freezing of assets or rejection of a subscription shall be managed at the level of the
Custodians and no accounting entries shall be entered by WPO
GreenTokens taken to the Reserve not proposed for subscription will not be recorded under assets
but will be shown in the notes to the financial statements
At the end of the Public Token Offering
If the Minimum Amount (Soft-cap) is not reached
A deduction is made in the amount recognised in the various recoverable liability accounts with a
cash counterpart in euros or in Cryptocurrencies collected which is repaid (see Section Refunding of
Subscribers)
If the Minimum Amount (Soft-cap) is reached and up to the Maximum Amount (Hard-cap)
The amounts recognised as recoverable liabilities are transferred to deferred income which is then
the subject of a release of the escrow accounts and a transfer to the WPO accounts (see Section End
of subscription period and restitution)
If the Maximum Amount (Hard-cap) is exceeded
A deduction is made in the amount recognised in the various accounts of recoverable debts with an
excess cash counterpart in euros or an excess counterpart in Cryptocurrencies which is repaid (see
Section Refunding of Subscribers)
Use of GreenTokens in exchange for WPO goods and services
After the issue WPO will recognize on the liabilities side of its balance sheet the total amount of
services remaining to be provided in return for GreenTokens in the form of deferred revenue on
issued tokens The sale of goods or services will give rise to the issue of invoicing in euros which will
trigger the reversal of deferred products in return for the turnover of the number of GreenTokens
used The amount of reversal and turnover corresponding to the goods and services produced will be
equal to the number of GreenTokens used multiplied by the Subscription Price which will be
determined according to the FIFO method in application of article 619-7 of the regulations of the
Accounting Standards Authority (ANC) on the issuance and holding of tokens
At the end of the use by the bearers of the entire quantity of tokens issued in exchange for goods and
services the products recorded in advance will have been reversed
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PART 4 - RISK FACTORS
1 Economic risks
11 Risk of partial or total loss of investment
During the GreenToken Public Offering If the Public Token Offering does not meet its target (Non-
Achievement of Minimum Amount (Soft-cap)) subscribers will be fully reimbursed for the amounts
of their subscriptions less any transaction and commissioning costs related to transactions by which
funds are collected and held in escrow
After the GreenToken Public Offering To the extent that it is not certain whether the Project will be
carried out in whole or in part or even whether there will be any interest in the products and services
linked to the Project subscribers are advised that the value of the GreenTokens is not guaranteed
and can rise or fall even to zero Subscribers should not subscribe for GreenTokens if they are unable
to bear the consequences of such a loss
There is no guarantee that the Project will be fully or partially completed and more generally there
is no guarantee that subscribers will be able to resell their GreenTokens or that the GreenTokens will
enable them to obtain products or services other than those covered by the Project
12 Foreign exchange risk in particular to the Euro or any foreign
currency borne by the subscriber
The GreenTokens can only be subscribed for in euros Bitcoins or Ethers If the Public Token Offering
achieves its threshold target (Achievement of the Minimum Amount (Soft-cap)) then the
subscriptions thus made will be in whole or in part converted to reach and retain an amount in euros
equal or by default approaching at most the Minimum Amount (Soft-cap) Subsequent conversions
could be deferred pending a favourable exchange rate and the Project could in whole or in part be
delayed accordingly
The subscriber alone bears the cost and risk of converting the value of hisher subscription from a
currency(ies) that are legal tender or from Cryptocurrency(ies) to the subscription currency or
Cryptocurrency(ies) ie euros Bitcoins or Ethers
If the Public Token Offering achieves its threshold target (Achievement of the Minimum Amount
(Soft-cap)) the risk of a change in the exchange ratio to euros of the Digital Assets collected in Bitcoin
and in Ether between the subscription value date and the closing value date of the offering is borne
by the subscriber This means that the number of GreenTokens specified when subscribing in
Cryptocurrency (BTC or ETH) may differ from the amount of GreenTokens effectively exchanged with
it on the closing date of the offering
Example If on the subscription date 1 Bitcoin is worth 1000 euros and 1 GreenToken is worth 1 euro
(non-contractual values indicated to simplify without any applicable charges or commissions)
- If at the close of the offering to the public 1 Bitcoin is still worth 1000 euros the
subscriber will obtain 1000 GreenTokens
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- If at the close of the offering to the public 1 Bitcoin is worth no more than 500 euros the
subscriber will ultimately obtain only 500 GreenTokens
- If at the close of the offering to the public 1 Bitcoin is worth 2000 euros the subscriber
will ultimately obtain 2000 GreenTokens
Similarly in case of repayment repayments are made in the legal tender currency or in the
Cryptocurrency used for subscription either euros Bitcoins or Ethers The risk of a change in the
exchange ratio to euros of currencies that are legal tender (other than the euros) or of Digital Assets
(other than Bitcoins and Ethers) between the subscription value date and the refund value date is
borne by the refunded subscriber
13 Risk associated with the valuation of tokens
ter alia correlated to the value of the services and products
included within the framework of the Project and to the Exchange Value
services and products offered by
professional partners) In the event of the insolvency liquidation or dissolution of WPO (or of the
professional partners of the GreenToken Network) the Utility Value of the GreenTokens could
become zero
The Exchange Value of the GreenTokens for legal tender currencies or for Digital Assets is correlated
to the supply and demand on the Digital Asset exchange platforms
WPO assumes no responsibility for the exchange purchase or resale of GreenTokens on the Digital
Asset exchange platforms
14 Secondary market absence risk
GreenTokens are Utility Tokens that are included in a new class of digitalised assets These assets are
described as Digital Assets within the meaning of the PACTE law In view of the lack of maturity of
the market for the Utility Tokens in France and the rest of the European Union as well as in most
geographical areas of the world the application for the GreenTokens to be listed on the Digital Asset
exchange platforms may not be accepted Thus no assurance can be given as to the existence of a
secondary market
If a secondary market for GreenTokens develops this market may not be liquid As a result
subscribers may not be able to sell their GreenTokens easily or at prices that would provide them with
a valuation gain comparable to similar investments benefiting from a developed secondary market
15 Risk of GreenToken market volatility
There is a strong likelihood of volatility in the GreenToken market due to factors inherent to
GreenTokens and to external factors For example the market value of GreenTokens is likely to be
strongly correlated with the value of the main Cryptocurrencies Also in the event of volatility the
market value of GreenTokens could be less than the value of the services to which they give access
or the Subscription Price discounted or not of the GreenTokens
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16 Risk related to the commitments of the subscriber
The subscriber of GreenTokens is subject to a number of obligations In particular the purchase of
GreenTokens requires the purchasers whether following the subscription of the GreenTokens or their
purchase to undertake to (i) not transfer them to purchasers in jurisdictions requiring an
Authorisation for WPO GreenTokens or for the Information Document and (ii) that the persons to
whom they transfer the GreenTokens make the same type of undertaking to WPO and to the other
Identified Persons The subscriber bears the risk of having to indemnify WPO and more generally
the Identified Persons in the event that the transferee fails to respect such an undertaking
17 Risk associated with the use of GoCert certificates
GoCert certificates cannot underpin a commercial offer that an electricity supplier makes to its end
consumers to show the energy contained in the offer is produced from renewable sources
2 Technological risks
21 Risk of errors or security flaws allowing for hacking or theft of the
issuance platform
Hackers or other malicious or criminal groups or organizations may attempt to interfere with the
WPO Information Systems the platform managed by EQUISAFE on behalf of WPO or the
GreenTokens in several ways including but not limited to service denial attacks Sybil attacks
spoofing malware attacks or attacks based on consensus or theft of WPO identification information
In order to reduce these risks Cybersecurity and detection systems for technical malfunctions are
put in place
22 Risk of loss or theft of the vate key
Any subscriber of GreenTokens that holds their GreenTokens in safe keeping themselves must be
careful not to disclose their private keys Any third party who has access to private keys including by
accessing the connection IDs of an electronic wallet or of a vault service used by a token carrier (the
Wallet could steal the GreenTokens andor hack the Wallet
Similarly any subscriber of GreenTokens can only access their Wallet by using their personal
identification information The loss of such identification information could result in the impossibility
of accessing or using the GreenTokens Theft of this identification information could result in the theft
of the GreenTokens In fact any third party who obtains access to the identification information or
s
In order to minimize this risk subscribers must protect themselves against persons who access their
electronic devices without authorisation It is also recommended that the subscribers of GreenTokens
securely store their identification information in one or more separate location(s)
23 Risks related to the monitoring and safeguard of Digital Assets
Despite the efforts made by the COINHOUSE Depository the holding accounts and escrow accounts
(as indicated in Figure 40) allowing the Cryptocurrencies collected in connection with the Public
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Token Offering to be held in escrow are vulnerable to attacks as well as sudden and significant
fluctuations in value Any successful attack or significant fluctuations in value poses a risk to the
subscribers of GreenTokens of losing part or all of their funds
24 Risks linked to the Distributed Ledger Technology (DLT) on
which GreenTokens are registered and the platforms on which
GreenTokens can be exchanged
Consensus algorithms are essential to maintaining the integrity and security of a Cryptocurrency
network They provide the distributed nodes with a means of reaching an indisputable consensus on
the Blockchain register
The Proof of Work (Pow) consensus algorithm is considered one of the most effective solutions
against consensus attacks such as the 51 attack (or majority attack) or other Byzantine attacks Not
only because the network is decentralised but also because the high costs associated with the
mining process make activity by miners with the aim of disrupting the network unlikely Any
successful attack poses a risk to the subscribers of GreenTokens of losing all or part of their funds
A security audit of subscription platform and a compliance audit of the subscription and
issuance process with this Information Document will be carried out by the opening of the Public
Token Offering
Similarly the SAVITAR Digital Asset exchange platform has initiated a continuous security campaign
on the YOGOSHA platform since January 2018 No security flaws have been reported for several
months showing a level of security consistent with current best practices
It is specified that CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario)
provide or could provide one or more services concerning Digital Assets listed in article L 54-10-2 of
the French Monetary and Financial Code Consequently it cannot be ruled out that
CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario) will have to be
registered with the AMF and that the conditions for this registration will not be met Where
applicable WPO may be required to use the services of another exchange platform previously
registered with the AMF The subscriber may have to ensure compliance with these conditions in the
event of a change of platform
However there may be a risk of malfunction inherent to any computer programme and despite the
checks carried out by WPO or its partners a technical failure remains possible The same
considerations should be taken into account in the event of a migration to another Distributed
Ledger Technology (DLT)
3 Risks linked to the Project
31 Risk asso
on the Project or any event that may impact the Project
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Annual Report of the Statutory Auditor specific to the management of tokens over the year In the
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event that the Committee is unable to publish the report the WPO Directorate would take over its
communication obligations until such time that the Committee can resume its work Also the risk
associated with the lack of regular communication by the issuer on the Project or any event that may
impact the Project is low
32 Risk of failure in the launch or technical and operational
development of the Project
The GreenToken is designed to be a service token (Utility Token) to obtain goods or services offered
by WPO in connection with the Project and in particular private production certificates (GoCerts) to
be issued by WPO in connection with the Project The issuance of the GreenTokens and their sale by
WPO is thus intended to enable the Project to be carried out There is no certainty that WPO will be
able to implement the Project under the terms set out in the Information Document or even if the
Project as such will be implemented WPO being bound only by an obligation of best endeavours
for its implementation WPO disclaims any liability and provides no
assurance as to the accuracy and reliability completeness or timeliness of the services offered by
WPO or the results obtained from the use of these services Any change or new fact likely to have a
significant influence on the investment decision of any potential subscriber that occurs between the
AMFs approval and the closing of the offering must be described in an amended information
subscribers with prior information pursuant to article L 552-6 of the CMF and specified in the AMF
Instruction 2019-06 the Project may at any time evolve according to what WPO considers to be in its
best interest in order to implement the Project as set out in the Information Document andor as it
may or may have evolved
33 Risk of material modification of the Project and of rights attached
thereto
We do not anticipate a change in the rights attached to GreenTokens regardless of (i) the commercial
commitments made and (ii) the expected changes in renewable energy development Thus without
change in the laws and regulations in France the GreenTokens once they have been issued will
continue to give access to GoCert Certificates However no assurance can be given as to the adoption
of a European Union text harmonising the legal qualification of Digital Assets and which could have
an impact on the current qualification of GreenTokens and related rights WPO excludes any liability
that such an event could have on the recognition of rights and the value of GreenTokens
34 Risks related to the requalification of the scope of the offering from
the point of view of consumer law
If a court considers that under the consumer law it is not an offering of digital content not supplied
on a material medium but rather a financial service the waiver of the right to withdraw as provided
for in connection with the offering may not meet the legal conditions
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35 Risks related to the lack of visibility on the regulations applying to the
offer of tokens in all jurisdictions in which the tokens will be offered as well
as the taxation applying to the token subscribers
The terms and conditions of offer sale and taxation of GreenTokens are governed by French law in
force on the date of this Information Document and in particular by the provisions of the PACTE Law
for marketing on French territory
No assurance may be given as to the consequences of any court or administrative decision or
amendment of French laws or regulations after the date of this Information Document Such a
decision or change may have a medium to high negative impact on subscribers and have an adverse
effect on the value of GreenTokens
WPO also disclaims any liability for the adoption of a European Union text harmonising the legal
qualification of Digital Assets which may have an impact on the current qualification of GreenTokens
and rights attached thereto
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PART 5 - CHARACTERISTICS OF THE TOKEN OFFERING
1 Number of GreenTokens to be issued
11 Quantity
The Quantity of GreenTokens is set at fifteen (15) million tokens
12 Allocation structure
bull Eleven (11) million GreenTokens are allocated to the Public Token Offering Unsold tokens will
be cancelled (see Section Cancellation of GreenTokens)
bull Three (3) million GreenTokens are allocated to the Reserve held by WPO and planned to
satisfy the mandatory demand for GreenTokens (see Section Our Services-For-Data)
bull Nine hundred thousand (900000) GreenTokens are allocated to the Private Token Sale
Unsold tokens will be placed in the Reserve
bull One hundred thousand (100000) GreenTokens are allocated to the Free distribution of
GreenTokens to WPO employees
Figure 30 GreenTokens allocation
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2 Amounts of the issue
21 Expected Amounts
The objectives of the issue for the Public Token Offering are as follows
Figure 31 Expected amounts of the issue
22 Amount Effectively Collected
At the end of the public offering the Amount Effectively Collected is determined as follows
bull The exchange ratios of the BTCEUR and ETHEUR pairs are recorded by the bailiff one hour
after the closing of the subscription
bull The amount in euros and the number of Digital Assets (BTC and ETH) effectively received on
the custodians escrow accounts shall be recorded by the judicial officer on the sixth working
day at 2pm after the closing of the subscription
bull Based on these findings the Amount Effectively Collected is (i) calculated by WPO (ii)
certified by the Statutory Auditor and (iii) published by the Chairman of the Investment
Advisory Committee at 4pm on the same day (See Section Time frame of the Public Token
Offering)
currencies that are legal tender and the amounts in Digital Assets effectively received on the escrow
accounts of the Custodians up to and including the sixth business day (T+6) converted into euros at
the Exchange Rates applicable on date T The proceeds from the Private Token Sale are excluded
from this sum
23 Exchange Rate
The applicable Exchange Rates for conversions of Digital are the
exchange ratios traded at 100 am in the morning (Paris time) of the following day (T+1) recorded on
the Kraken Digital Asset exchange platform (Source) or equivalent
The Cryptocurrency collected will be converted to euros only after the Public Token Offering (see
Section
or foreign currencies)
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3 GreenToken Subscription Price
31 Subscription Price
The Subscription Price for the GreenToken is set at 095 euros
32 Minimum Subscription Threshold
The Minimum Subscription Threshold is set at 100 euros
33 Discounts offered by category of subscribers
Category A Premium Subscriber Any subscriber without distinction benefits from an additional discount of - 5 of the Nominal Value
for each tranche of 50000 euros of purchases of GreenTokens (cumulative for each beneficial owner)
limited to 50 of the Nominal Value and within the limit of the stock of available tokens
Each half-tranche of 25000 euros of GreenToken purchases is subject to a lock-up period (Lock-up A)
of one month from the Listing of the Token (see Section Conditions of custody of GreenTokens)
Purchase tranche 0 -
50
50 -
100
100 -
150
150 -
200
200 -
250
250 -
300
300 -
350
350 -
400
400 -
450
450 -
500 (in thousands of euros)
Subscription Price A (EUR) 095 090 085 080 075 070 065 060 055 05
Category B Long-term subscriber Subject to making at least 10000 euros of GreenTokens purchases (cumulative for each beneficial
owner) any subscriber without distinction benefits from an additional discount of -5 of the
Nominal Value per lock-up year (Lock-up B ) granted limited to 50 of the Nominal Value and within
the limit of the stock of available tokens (see Section Conditions of custody of GreenTokens)
Lock-up (years) 0 1 2 3 4 5 6 7 8 9
Subscription Price B (EUR) 095 090 085 080 075 070 065 060 055 05
Cumulative discounts The discounts for the categories of subscribers A and B are cumulative and limited to 50 of the
Nominal Value within the limit of the stock of available tokens
Example Laura acquires 78000 euros of GreenTokens She qualifies for the Category A discount She
agrees to a 3-year lock-up period She also qualifies for the Class B discount The Issue Price that
applies to her purchase is Subscription Price A plied by Subscription Price B (3 years)
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Cumulative Lock-up periods Lock-up periods (Lock-up A or B) are not cumulative only the longest of the two applies
Example The subscription of Laura of 78000 euros counts for 3 half-tranches that gives a lock-up
period of 3 months (Lock-up A ) However she also agrees to a 3-year lock-up period (Lock-up B )
therefore the 3-year period (Lock-up B) only applies in this instance
34 Explanations on the setting of the Subscription Price
The GreenToken will have different values during its life cycle The Nominal Value the Exchange
Value the Utility Value and during the Public Token Offering the Subscription Price
Figure 32 Values of the GreenToken over time (Non-contractual example)
Nominal Value
The Nominal Value of a GreenToken is the value of a GreenToken sold by WPO within the specific
framework of the Services-For-Data using the Reserve
In this context [X] euros of services give entitlement to [Y] GreenTokens Thus
bull Before the Listing of the Token the Nominal Value is set at one (1) euro
bull After the Listing of the Token the Nominal Value will be the greater of one (1) euro and the
Exchange Value
Exchange Value The Exchange Value of a GreenToken will be the value of a GreenToken on the secondary market (see
Section GreenToken listing)
In the event of listing on several Digital Asset exchange platforms the Exchange Value of a
GreenToken will be the average exchange value observed on these different platforms on the basis
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of a representative exchange volume measured over a sufficient period prior to the setting of this
value The average exchange value shall be weighted by the exchange volume of each platform
In the event of disagreement over the value the Investment Advisory Committee shall make a public
declaration establishing the Exchange Value
Utility Value See Section Redemption of GreenTokens by WPO
Subscription price The Subscription Price offers a discount to promote the attractiveness of the Public Token Offering
This discount is - 5 compared to the Nominal Value before the Listing of the Token
Additional discounts may accrue for premium andor long-term subscribers
4 Accepted Currencies and Digital Assets
41 Currencies
The currency accepted is Euro (code EUR)(
42 Digital Assets
Accepted Cryptocurrencies are Bitcoin (code BTC) and Ether (code ETH)
43 Exchange ratios with the GreenToken
Currencies The exchange ratio for the [EUR-GTK] pair is equal to the applicable Subscription Price
Digital Assets The exchange ratio is the Exchange Rate applicable on the closing date of the Public Token Offering
as recorded by the bailiff (See Section Time frame of the Public Token Offering) multiplied by the
applicable Subscription Price
5 Steps prior to the Public Token Offering
51 Pre-offering issue
No GreenTokens including GreenTokens from the Private Token Sale are expected to be issued
before the end of the Public Token Offering
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52 Private Token Sale
Between 1 April and 31 December 2019 254500 GreenTokens were sold as part of the Private Token
Sale at an average price of 085 euros for a total amount of 216000 euros
Between 1 January and 30 April 2020 167760 GreenTokens were sold as part of the Private Token Sale
These sales are contracted but not yet invoiced at the date of this Information Document
No GreenToken has yet been issued These sales do not contain any Lock-up condition
Any private-sale negotiation of GreenTokens not yet contracted at the opening of the Public Token
Offering will be suspended
6 Terms of subscription for GreenTokens
In order to subscribe to the Public Token Offering subscribers must follow the process of
downloading the Information Document Recording and identifying in advance any purchase of
GreenTokens (see Figure 34) In this context WPO will use the personal data communicated in
accordance with the GDPR
61 Downloading the Information Document
The Information Document is available for download on the Public Token Offering website
(wwwwpoeu ceptance of a prior notice
62 Pre-booking GreenTokens
Anyone who has downloaded the Information Document may without any commitment from their
part pre-book GreenTokens via an online form (pop-up) For this purpose they must
bull enter a valid email address
bull enter the amount of its pre-booking in the future Public Offering (eg [X] euros in pre-
booking of [Y] GreenTokens [Y] being automatically calculated)
bull If applicable subscribe to the information flow relating to the GreenToken Project
If a pre-booking amount has been entered they will have the option to create a User Account
Otherwise they will be able to create a User Account at any time on the website wwwwpoeu ICO
tab
63 Creation of the User Account
Creation of identifiers The creation of the User Account requires the provision of
bull a valid email address (verified by sending a security email)
bull a password
bull a mobile phone number allowing double-factor authentication (A2F)
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Information requested The information to be entered online without threshold conditions is as follows (Figure 33)
Figure 33 List of information collected during the Registration
NATURAL PERSON LEGAL ENTITY
Mandatory information
First name of User Account Holder Company name of User Account Holder
Last name of User Account Holder Description of the project or activity of the User Account holder
Date of birth of the User Account Holder
Nationality of the User Account Holder Country of registration of the User Account Holder
Country of residence of the User Account Holder
First name of the legal representative of the User Account holder
Email address of the User Account Holder Last name of the legal representative of the User Account holder
Date of birth of the legal representative of the User Account holder
Title of Payer or Beneficiary Contact email of the User Account Holder
-
- Title of Payer or Beneficiary
Recommended information
Main phone of the User Account Holder Registration number (SIREN or equivalent) of the User Account holder
Politically Exposed Person (PEP) number
Supporting documents The list of these documents to download without threshold conditions is available here See the KYC2
List of Documents
Advanced Electronic Signature
by the YOUSIGN signature provider the signature occurs when the unique security code sent by
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Figure 34 Registration Process
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Information in the event of repayment of funds The Bank Identity Form provided at the identification stage will where applicable be used to repay
amounts subscribed in currencies that are legal tender The public address provided at the
identification stage will be used where applicable to repay the Digital Assets subscribed for in Digital
Assets (Figure 38)
-
- e identical Failing that the subscription process will be interrupted
Information on the origin of funds We monitor the origin of the funds collected in relation to (i) the processing of alerts (in the event of
suspicion) and (ii) the knowledge of the customer (KYCKYB) in accordance with our AML-CFT
Procedure This analysis will be delegated to LEMON WAY without threshold conditions in order to
detect any anomalies or abnormal behaviour In the event of suspicion additional information and
supporting documentation will be requested
UZES and COINHOUSE may carry out secondary audits in
accordance with their regulatory obligations or internal procedures
See also PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS ANTI-MONEY LAUNDERING AND
COMBATING THE FINANCING OF TERRORISM AND SECURITY
Amendment of information The user agrees to inform WPO as soon as possible of any changes to the information provided during
n order to
update hisher information and in particular any change in hisher marital status legal capacity
address (tax postal or electronic) mobile phone number title (tax professional)
64 Subscription to GreenTokens
The analysis of the information provided may take from a few minutes to a few days After notification
by EQUISAFE that the Registration has been confirmed the subscriber may log in to his User Account
to purchase GreenTokens The main steps are as follows
1 The subscriber confirms that he has read and accepted the General Terms and Conditions of
Use available online (Figure 34 see above)
2 The subscriber indicates his choice of subscription in euros or Digital Assets (See the Figure
38)
3 The subscriber then indicates the amount of hisher subscription and the possible Lock-up
condition to which heshe voluntarily subscribes (see Section Category B Long-term
subscriber)
4 On this basis the following are shown to the subscriber (See Figure 39 and Figure 40)
a The number of GreenTokens heshe acquires
b The issue price applicable to himher
c The possible lock-up period (Lock-up) applicable to himher
d The subscription fees applicable to himher
e The total price of hisher purchase ie [a x b + d] in euros
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5 The subscriber indicates how heshe will receive their GreenTokens In the first two cases (a)
and (b) below the subscriber will provide a public address for ERC20 compatible Digital
Assets in the third case (c) this address will be specified by the Depository COINHOUSE
a Where the holder is its own depository
b Via a third-party depository
c Via the third-party depository COINHOUSE
6 The subscriber confirms the information relating to the bank account (or public address) of
repayment which is the same as used for the subscription
7 The subscriber confirms their intention to purchase and pay for the GreenTokens subscribed
a The funds in euros are first received in an initial holding account placed in the LEMON
WAY environment and allocated to each subscriber They are then transferred to the
holding account alloc tion Custody of
subscriptions made in legal tender Currencies )
b Digital Assets are first received at one or other public holding addresses Each
business day EQUISAFE (See Section Custody of subscriptions made in Digital
Assets)
i reconciles the amounts received at these addresses with the registered
subscriptions
and subject to the minimum daily collection amount being reached
ii instructs the Depository COINHOUSE to place the Permitted Digital Assets
on the escrow account which executes the instruction
or if applicable
iii instructs the Depository COINHOUSE to return the unauthorised Digital
Assets received which executes the instruction
8 Subscriptions duly collected on the account or public holding addresses are thus deposited
as soon as a minimum amount is reached on one of the two escrow accounts
bull euros at FINANCIERE DUZES (See Figure 39)
bull Digital Assets at COINHOUSE (see Figure 40)
65 Issuance of GreenTokens
At the closing of the Public Token Offering the Statutory Auditor certifies the Amount Effectively
Collected and the WPO Directorate concludes on the outcome of the offering
As soon as the Minimum Amount is reached EQUISAFE mandated by WPO prepares the issuance
of the GreenTokens the allocation of GreenTokens to their subscribers and the cancellation of the
unsold GreenTokens (see Section GreenTokens time frame of use)
This allocation is made by sending to the public address indicated by the subscriber in paragraph 5
of section 64 above Subscription to GreenTokens
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7 Time frame of the Public Token Offering
The time frame of the Public Token Offering is as follows
Figure 35 Detailed timeline of the Public Token Offering (the times shown are Central European Time)
Tuesday 8 September 2020
at 10 am
- Opening of the subscription to the Public Token Offering which
takes the form of the opening of subscriptions on wwwwpoeu
- Publication of the Statutory Auditors report on the Private Token
Sale to date
Thursday 12 November 2020
at midnight
Closing of the subscription to the Initial Coin Offering which results
in the suspension of the subscription function on wwwwpoeu
Friday 13 November 2020
at 1am in the morning ETHEUR pairs to determine the Exchange Rate applicable to the
Digital Assets collected
Friday 20 November 2020
at 2pm
at 4pm
- Bailif
Digital Assets effectively collected (the period between the closing of
the subscription to the Public Token Offering and this statement is
the time required for the last bank transfers and transfers of Digital
Assets to be received and observed on the escrow accounts)
- Certification Amount Effectively Collected by the Statutory Auditor
b
- Publication of the result of the Public Token Offering by the WPO
Directorate and public declaration of the Investment Advisory
Committee in accordance with the certificate of the Statutory Auditor
Monday 23 November 2020
at noon
- Issuance of the GreenTokens and if applicable cancellation
(destruction) of the unsold GreenTokens
Tuesday 1 December 2020
at noon
- Allocation of GreenTokens to each subscriber
- Listing of the GreenToken
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
For a broader timeframe
bull timeline is given in the Section Our history
bull The timeline for the GreenToken Project is given in the Section Timeline
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8 Information on the period after the Public Token
Offering
81 Dilution
The GreenTokens redeemed by WPO in exchange for GoCert certificates will be cancelled As the
GreenTokens are fixed this will result in a gradual reduction in the number of GreenTokens available
over time
Any new offering to the public of GreenTokens would be conditional upon obtaining a new optional
Visa from the AMF
82 GreenTokens buy-back conditions
In the event of excess or lack of liquidity of the GreenTokens on the secondary market WPO shall act
reasonably and may use the Reserve under the control of the Investment Advisory Committee
83 Conditions for cancelling GreenTokens
See Sections Cancellation of GreenTokens and Redemption of GreenTokens by WPO
84 Conditions for the custody of self-held tokens and their placing
on the market
The categories of self-held GreenTokens are listed in the Section Use of self-held tokens None of them
are subject to a custody obligation (no Lock-up)
85 Conditions of custody of GreenTokens held by subscribers
GreenTokens subject to a lock-up period (Lock-up A or Lock-up B as defined in the Section Discounts
offered by category of subscribers) mean that they will be kept by the Depository COINHOUSE in a
segregated account from the time of their issue and for the duration of the Lock-up They will be
delivered to their subscriber at the end of the lock-up period The custody costs are borne by WPO
86 Communications to the public
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Statutory Auditor and Obligations and capacities of the Committee)
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PART 6 - TECHNICAL TERMS AND CONDITIONS FOR THE
ISSUE OF GREENTOKENS
1 Description
The Distributed Ledger T e
Ethereum network which allow the creation registration and transfer of Digital Assets within the
meaning of article L54-10-1 of the CMF
Operational since June 2019 the Secure Financial Transaction Protocol provides a robust modular
and configurable framework It favours as much as possible the logic of permission by the IT code
through Smart Contracts in order to maximize transparency for all parties involved
The Secure Financial Transaction Protocol is designed to maximize interoperability between the
various network participants In general these participants can be divided into four categories
bull The Issuer (WPO) an entity that creates and sells GreenTokens
bull Subscribers entities that have successfully passed KYC identification and AML-CFT
compliance checks and are authorised to purchase GreenTokens
bull White lists (LEMON WAY) are trusted entities that provide LCB-CFT Compliance Identification
and Verification services to network participants
bull
funds collected without directly taking possession of them They can provide services such as
holding funds in escrow or custody of tokens or facilitate the secondary transfer of
GreenTokens
The Secure Financial Transaction Protocol was designed with two central concepts in mind
identification and permission Each subscriber has their identity verified by a White list registration
agent (LEMON WAY) and a unique identity footprint is associated with their portfolio address (see
below Figure 34) Based on this identity information the Issuer and Depositories apply a set of rules
in accordance with the provisions of this Information Document which determines how the
subscriber can interact with them
The Issuer White Lists and Depositories each have their own Smart Contract that defines how they
interact with each other These contracts allow different entities to provide each other with
information within the ecosystem
The security tokens of the Secure Financial Transaction Protocol are based on the ERC20 standard
The tokens are transferred via the transfer and transferFrom methods but the transfer will only
succeed if it passes a series of Blockchain authorisation controls A checkTransfer call returns true if
the transfer is possible (See Figure 36)
The basic configuration includes the identification of the subscriber the monitoring of the number
and limits of subscribers as well as restrictions on the countries and status of each accredited
subscriber The implementation of other modules allows for the addition of a variety of additional
features to meet the specifications set out in this Information Document
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Figure 36 - GreenToken issuance process
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2 Parameters of the automated computer programme
and objective of the functions
The following public link presents the system architecture httpsgitlabcomequisafenyx
The Distributed Ledger Technology (DLT) developed by EQUISAFE is operational and has already
operated on several digital financial transactions for amounts in euros above the Target Amount
(Target) of this offering19
3 Security and Compliance Audits
An audit (and if necessary a security counter-audit)20 of the Distributed Ledger Technology (DLT)
developed by EQUISAFE and an audit (and if necessary counter-audit) of compliance of the
GreenToken subscription and issue process with this Information Document will be carried out by
the opening of the Public Token Offering
Certificates certifying that the comments and recommendations made during these audits are taken
into account will be published on the websites of EQUISAFE and WPO no later than the day of the
opening of the Public Token Offering
The GreenTokens will only be issued once the threshold target (Achievement of the Minimum
Amount (Soft-cap)) has been achieved and after the closing of the Public Token Offering
19 See for example the MEDIA section of the website wwwequisafeio 20 To this end EQUISAFE has commissioned DIGITAL SECURITY SAS (SIREN 810570515 RCS Paris) 50 avenue Daumesnil (wwwdigitalsecurityfr) and the audit is scheduled for March 2020
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PART 7 - CUSTODY AND RESTITUTION OF FUNDS AND
DIGITAL ASSETS
1 Monitoring and safeguarding of funds and digital
assets collected
11 Methods for collecting and managing the funds and Digital
Assets collected as referred to in article 712-6 of the AMF General
Regulation
Subscription in legal tender Currencies See Section Subscription to GreenTokens
See also Figure 39 Process of collecting and sequestration of funds in euros
Subscription in Digital Assets See Section Subscription to GreenTokens
See also Figure 40 Process for collecting and sequestration of Digital Assets
Custody of subscriptions made in legal tender Currencies As long as the cumulative amount of the funds in euros collected on LEMON WAY holding accounts
are less than the Minimum Amount (Soft-cap) the funds collected are held in these accounts
When this amount reaches or exceeds the Minimum Amount (Soft-cap) the funds collected are
h its
authorisations available on the website REGAFI (see Section Euro (EUR) Escrow Account below)
Funds held in escrow remain frozen in accordance with the provisions of this Information Document
and in particular the Section End of subscription period and restitution below
Custody of subscriptions made in Digital Assets Each day and if the equivalent amount observed on one of the public holding addresses at
COINHOUSE reaches or exceeds one thousand (1000) euros (calculated according to the method set
out in Section Exchange Rate) the Digital Assets collected are transferred to the escrow account of
the Depository COINHOUSE CUSTODY SERVICES under Ledger Vault technology (see Section
Bitcoin (BTC) Public Holding Address and Section Ether (ETH) Public Holding Address below)
Practically EQUISAFE reconciles the origin and quantity of the Digital Assets effectively received at
these public holding addresses with the identification information and the White list established by
LEMON WAY EQUISAFE then establishes the release(s) of the authorised transfers to either of the
escrow accounts (BTC or ETH) which is executed by COINHOUSE upon receipt The orphan Digital
Assets are either returned to their original -CFT
Procedure
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This release is a digital file sent daily by EQUISAFE to COINHOUSE This file contains the last name
first name and date of birth of the subscriber the amount effectively received and indicates the status
(White list or not) of this subscription and the confirmed address for any refund
business day
The funds deposited in the escrow account remain frozen in accordance with the provisions of this
Information Document and in particular the Section End of subscription period and restitution below
WPO which holds public holding or escrow addresses positioned in the COINHOUSE environment
never possesses any of the associated private keys
12 End of subscription period and restitution
The release of the escrow accounts is subject to the certification by the Statutory Auditor of the
Amount Effectively Collected
If the Certified Amount is less than the Minimum Amount (Soft-cap Condition of non-achievement
of the Minimum Amount (Soft-cap) then the repayment procedure is followed
If the Certified Amount is greater than the Maximum Amount (Hard-cap) the Condition of exceeding
the Maximum Amount (Hard-cap) is met and the procedure for refunding the excess is followed
As soon as the Soft-cap is reached and after the closing of the Public Token Offering (or in advance
thereof in the event of the Hard-cap being exceeded) the funds and Digital Assets collected are
transfered to WPO by release of the escrow accounts according to the following sequence
Release procedure of the escrow account of the Digital Assets a
Effectively Collected the Depository COINHOUSE will open the Ledger Vault
according to the agreed multi-authorisation procedure and then retrieve the Digital
Assets collected
b Upon presentation of a WPO conversion order the Depository COINHOUSE will
convert all or part of the Digital Assets collected into euros (See Section Foreign
or foreign currencies) and then transfer the amount converted into euros from its
bank account (see Section COINHOUSE current account (EUR)) to the Escrow
c The Depository COINHOUSE will transfer the unconverted collected Digital Assets to
the WPO safekeeping and holding account at COINHOUSE
Procedure for releasing the euro escrow account Upon presentation of the Statutory Auditors certificate attesting to the Amount Effectively Collected
and where applicable after receipt of the Digital Assets converted into euros transferred by the
Depository COINHOUSE funds to the WPO bank
account (see Section WPO current account (EUR))
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13 Identification of holding accounts and escrow accounts to hold
collected funds and Digital Assets
Euro (EUR) Escrow Account The Depository FINAN
below
CIC CREacuteDIT INDUSTRIEL ET COMMERCIAL
IBAN FR76 3006 6107 4100 0208 0642 501
BIC CMCIFRPP
Bitcoin (BTC) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
Ether (ETH) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
COINHOUSE current account (EUR) In the event of conversion of all or part of the Digital Assets collected the Depository COINHOUSE will
transfer the amount converted into euros to the bank account below
FIDOR BANK
IBAN DE82 7002 2200 0020 299 800
BIC FDDODEMMXXXX
WPO current account (EUR) At the end of the uro funds will be paid is as follows
CREDIT COOPERATIF
IBAN FR76 4255 9100 0008 0107 2529 312
BIC CCOPFRPPXXX
14
convert Digital Assets to euros or foreign currencies
The Cryptocurrencies collected during the Public Token Offering will be converted into euros only
after the Public Offering has been completed
21 According to Engagement Letter reference COINHOUSE-20191014 signed on 14092019
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nge rate
applicable to the conversion of at least 80 of that recorded by the bailiff at the end of the Public
Token Offering If when the order is made the difference is greater than 20 the conversion will be
adjourned
By way of exception WPO intends to convert the Digital Assets as soon as possible to have a total
amount collected in euros at least equal to the value of the Minimum Amount (Soft-cap) or
depending on the currency effects as near to this value as possible
Subsequently if all of the Digital Assets collected have not already been converted WPO intends to
convert them cautiously for the purposes of the GreenToken Project in accordance with the
exchange risk management principle set out above
15 WPOs commitment to maintain or implement a monitoring
and safeguard mechanism for the funds and the Digital Assets
collected
The Digital Assets collected during the Public Token Offering and ultimately transferred to WPO
automatically are in part or in full converted into euros (see Section above)
Any balance of the Digital Assets shall be kept at COINHOUSE in accordance with the engagement
letter in place22 (or where applicable at any other custody provider of Digital Assets on behalf of third
parties (DASP) registered by the AMF
2 Refunding of Subscribers
21 Condition of non-achievement of the Minimum Amount (Soft-
cap)
At the closing of the Public Token Offering as shown in the Time frame of the Public Token Offering
the Statutory Auditor certifies the Amount Effectively Collected in euros and the WPO Directorate
records the result of the offering If the condition of non-achievement of the Minimum Amount (Soft-
cap) has been met WPO will return the funds and the Digital Assets collected within sixty (60)
working days from the date of the Statutory Auditors certificate
22 Condition of exceeding the Maximum Amount (Hard-cap)
Each day during the period open for subscriptions at 6pm (Paris time) WPO calculates the interim
value of the Amount Effectively Collected in euros If according to this calculation the Maximum
Amount (Hard-cap) has been exceeded the subscription function on wwwwpoeu will be
immediately suspended by WPO
22 See Note 21 on previous page
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Having anticipated this overrun WPO will then note as quickly as possible as recorded by a bailiff
the exchange ratios of the Digital Assets collected in euros on the Digital Asset exchange platform
chosen for reference23
WPO then notes as recorded by a bailiff the amount of the legal tender currencies and the amount
of the Digital Assets collected and effectively received on the Custodians escrow accounts until the
fifth business day (inclusive) after the day on which the subscription function was suspended
the WPO Directorate records the result of the offering As soon as the condition for exceeding the
Hard-cap is met WPO returns the excess funds and Digital Assets collected within sixty (60) working
days of the date of the Statutory Auditors certificate The excess subscriptions are then repaid in the
order of the last subscriptions effectively received by the Custodians until the value of the Hard-cap
is reached
23 Procedure for refunding the subscribers
This procedure is the same in the event that the condition of non-achievement of the Minimum
Amount (Soft-cap) is met or the condition of exceeding the Maximum Amount (Hard-cap) is met
Case of a subscription in a legal tender currency Throughout the subscription period a subscribers register will be kept by the manager of the
EQUISAFE subscription platform and a payment register will be kept by the LEMON WAY payment
institution which will be reconciled with the statement of the escrow account of the Depository
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends the order of repayments accompanied by the
opinions of the Investment Advisory Committee and the Statutory Auditor to LEMON WAY
who executes it
5- Execution Lemon WAY returns the net euros received from its holding accounts to each
subscriber according to the payment method used on subscription
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber shall
bear all applicable fees and commissions if any by his bank foreign exchange agent etc
23 See Section Exchange Rate
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Case of a subscription in Digital Assets Throughout the subscription period a subscriber register shall be kept by the manager of the
EQUISAFE subscription platform and a register of transfers of Digital Assets received shall be kept by
the Depository COINHOUSE
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends in writing the order of repayments accompanied
by the opinions of the Investment Advisory Committee and the Statutory Auditor to
COINHOUSE who executes it
5- Execution COINHOUSE sends the Net Digital Assets received on its escrow accounts to each
public address recorded at the time of the Registration
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber bears
all applicable fees and commissions if any by its own custody or broking providers etc
24 Foreign exchange risk management at the time of refund
The risk of a change in the exchange ratio of legal tender currencies (other than the Euro) or of Digital
Assets and euros between subscription and redemption is borne by the refunded subscriber
25 Management of risk of incorrect or incomplete address during a
refund
If the information provided for repayment at the time of registration is incorrect or incomplete the
risk of non-repayment is borne by the subscriber However WPO will use its best endeavours (duty
of best endeavours) to correct or complete the address for a reasonable period of two (2) months
following the date of methodological certification of the list of refunds by the Statutory Auditor
26 Address risk management via Digital Asset exchange platform
Repayment is made only to the address used for sending the Subscribers Digital Assets If this
address is the address linked to a Digital Asset exchange platform the refund could be lost and WPO
cannot be held liable Subscribers must take care of organising this themselves in advance with their
provider(s)
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PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS
ANTI-MONEY LAUNDERING AND COMBATING THE
FINANCING OF TERRORISM AND SECURITY
1 Knowledge of subscribers and AML-CFT
Pursuant to article L561-2 7deg ter of the CMF WPO is liable to as an issuer in connection with the
Public Token Offering conduct identification and vigilance measures according to anti-money
laundering and combating financing terrorism regulations (AML-CFT)
In this regard WPO has put in place its AML-CFT Procedure consisting of
bull A system for collecting data regarding identification identity verification and knowledge of
GreenToken subscribers
bull A mechanism for assessing the risk of money laundering and terrorist financing
In this context WPO has outsourced on the basis of article R561-38-2 of the CMF the due diligence
measures to be implemented in connection with the subscription of GreenTokens
In accordance with article L 561-32 I paragraph 4 of the CMF the Money Laundering Reporting Officer
(MLRO) designated for the Public Token Offering holds a high hierarchical position within WPO and
has sufficient knowledge of risk exposure It has also implemented controls over WPO
providers
In this case the MLRO is
hervegagnairewpoeu)
11 Identification and verification of identity
The process of identifying subscribers (KYC and KYB) and the origin of the funds will be carried out
by LEMON WAY at the time of registration (see Figure )
KYC and KYB Process The steps to be followed and the documents to be provided are detailed in the Section Creation of
the User Account
In particular two proofs of identity (with no minimum subscription threshold condition) will be
required and subscribers will be required to sign the request to create the User Account by Advanced
Electronic Signature (see Section Advanced Electronic Signature)
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Acceptance The type of subscribers that do not meet the internal procedures of the Payment Service Provider
LEMON WAY will not be accepted at the payment stage of the subscription platform
subscription presented for collection that is not in compliance particularly with regard to the
completeness of the information provided or with regard to their own AML-CFT provisions (See Figure
39 and Figure 40)
The WPO Directorate will question all third-party providers involved in the subscription process to
ensure compliance with applicable regulations and procedures
12 Risk Classification
The assessment of the level of risk may result from the analysis of the subscriber and the risk approach
in certain cases or from a legal or regulatory presumption (types of legal persons activities or
distribution channels listed by the texts as posing a low risk of money laundering)
RISK EXPLANATION
LOW
Equivalent to the lowest AML-CFT risk It can be shown by the ease by which subscribers are monitored by procedures that are not complex or that generate low flows by simple means by which GreenTokens are acquired (payment in a legal tender currency ) and for low volume (less than 1000 euros) The management of related risks is easy and a simplified due diligence system can be sufficient to manage AML-CFT risks
MODERATE Equivalent to a standard andor average AML-CFT risk corresponding to situations of preferred AML-CFT risk vectors
HIGH A high AML-CFT risk is associated with situations identified as preferred AML-CFT risk vectors
13 Risk assessment criteria
In summary -CFT Procedure provides that
bull the Public Token Offering is aimed at natural and legal persons in France without distinction
bull requests for subscriptionacquisition of GreenTokens from abroad (country of
residenceconstitution) are accepted unless they come from High Risk Jurisdictions China
or the United States of America
bull individuals considered at risk are Politically Exposed Persons (PEP) and those whose
professionactivity is related to real estate telecommunications games associative sector
and arts
The risk criteria categories that will be taken into account in determining the level of vigilance to be
applied are the place of residence professional activity currency of subscription amount invested
an abnormal transaction andor behaviour etc
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Depending on the level of vigilance required the following due diligence will be applied
Figure 37 - AMLCFT Risk Assessment Criteria
VIGILANCE DUE DILIGENCE
SIMPLE Identification (collection of identification documents)
COMPLEMENTARY
Above diligence and
- verification of the activity - advanced identity verification
o Advanced electronic signature o Verification of sanctions lists
- if applicable validation by MLRO
REINFORCED
Above diligence and
- request on the origin of the funds - validation by MLRO - specific PEP due diligence
The following cases will imply a refusal to subscribe
bull Presentation of incomplete illegible or falsified documents
bull Use of an unjustified third-party account
bull Origin of funds in a High Risk Jurisdiction
bull Subscribers using anonymity
bull Subscribers subject to asset freeze
bull Subscribers on certain sanctions lists
Finally further restrictions on the Public Token Offering are set out in the Section Restrictions on the
Public Token Offering in the following section
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Figure 38 KYC Identification and AML-CFT compliance process
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Figure 39 Process of collecting and sequestration of funds in euros
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Figure 40 Process for collecting and sequestration of Digital Assets
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2 Cybersecurity and detection systems for technical
malfunctions
In 2015 WPO set up an IT Systems business unit With eight full-time employees today the team
Since 2018 WPO has taken out a fraud and cybercrime insurance policy with the insurer CNA
covering its data and third-party data including Production Data transiting or storage on its
Information Systems24
business unit25 carried out a security audit by XMCO concerning
an Penetration Test on its Internet-exposed information systems A follow-up audit to check that the
security recommendations had been implemented was conducted in January 2020
WPO has committed to the implementation of an ISO-27001 certification-backed Information
Security Management System with a certification start-up objective in 2020 The scope envisaged will
include the collection of Production Data from wind and solar production sites supervised by WPO
LT)
With regard to the implementation of the Public Token Offering WPO has chosen quality partners
(see Section GreenToken Project Team) operating according to current best practices in the market
bull The subscription processes for the Public Token Offering are entrusted to the care of
establishments or agents approved by the ACPR andor registered with the AMF namely
EQUISAFE LEMON WAY COINHOUSE COINHOUSE CUSTODY SERVICES FINANCIERE
DUZES and CREDIT COOPERATIF Our service providers meet or exceed the safety criteria
required by the regulations
bull The Listing of the Token will be entrusted to the care of SAVITAR which will soon apply for it
to be registered with the AMF SAVITAR is already following current best safety practices in a
highly changing technological context
WPO will conduct Penetration Tests on the Distributed Ledger Technology (DLT) of GreenTokens and
GoCert Consortium Audits are planned prior to the opening of the Tokens Public Offering and follow-
up audits before the issuance of the first tokens and the first certificates respectively
Thereafter annual follow-up audits will also be carried out The audit reports will be shared with the
Investment Advisory Committee
24 Policy reference 10200913 with CNA Insurance Company (Europe) SA dated 01012018 25 XMCO SAS (SIREN 430 137 711 RCS Paris) is certified QSA and is approved to perform PCI DSS compliance and certification audits The company is in the process of being qualified by the ANSSI under the PRIS (Source) rules
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PART 9 - APPLICABLE LAW RESTRICTIONS AND
JURISDICTION
1 Applicable law
This Information Document and any contractual relationship arising from the goods and services sold
clause
2 Restrictions on the Public Token Offering
The GreenTokens have not been and will not be registered in any jurisdiction and the Information
Document has only been the subject of a visa application in France with the AMF and in no other
jurisdiction
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America In this regard WPO has not taken
any action to allow the Offering of GreenTokens to the Public or the distribution of the Information
Document in a jurisdiction other than France Accordingly whether directly or indirectly
GreenTokens will not be offered or sold and the Information Document and any other document
relating to the Public Token Offering may not be distributed or published in any other jurisdiction
that requires WPO andor GreenTokens any authorisation approval or other authority
In particular but not limited to with regard to US law and subject to certain exceptions
GreenTokens may not be offered or sold in the United States of America or to or on behalf of US
US persons of the US Securities Act
S Regulations
Accordingly the Public Token Offering is not carried out in ANY JURISDICTION requiring
Authorisation for WPO GreenTokens or for the Information Document
Finally WPO will not accept any subscription from the 23 High Risk Jurisdictions listed by the
European Commission under the 5th AML-CFT Directive
3 Competent courts in the event of a dispute
operating period as a business or during its liquidation between
WPO and the GreenToken subscribers or between the subscribers themselves regarding the rights
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4 Tax regime applicable to the holding of GreenTokens
in France for French subscribers
41 Value Added Tax (VAT)
WPO filed an advance ruling request on 27 June 2018 This request received a response on 26
December 2018 from the Directorate-General for Public Finance (DLF)
From this letter it follows that the initial sale of GreenTokens does not result in VAT being due
However when the GreenTokens purchased are used by their beneficiaries to obtain a single property
or service from WPO the transaction will be subject to VAT in accordance with Article 256 of the
General Tax Code under the conditions of ordinary law The tax shall then become payable under the
conditions applicable to the underlying transaction subject to the rules of territoriality of the tax
42 Taxes on income or profits (French tax residents)
The rules set out below concern the tax treatment in the event of success of the Public Token
Offering
Natural person subscriber
Subscriber engaged in the purchasesale of Digital Assets on an occasional basis
Pursuant to Article 150 VH bis of the French General Tax Code and the administrative doctrine each
tax household is subject to income tax in respect of transfers for consideration of Digital Assets carried
out during a tax year by the members of the tax household
The transfer must have for consideration a price expressed in legal tender currency property or
service Exchanges of Digital Assets without payment of a cash balance are subject to a deferment of
taxation
In respect of each transfer transaction the gain or loss is equal to the difference between on the one
hand the sale price and on the other hand the product of the total purchase price of the entire
portfolio of Digital Assets of the members of the tax household and the quotient of the price of the
assets sold over the aggregate value of the Digital Assets held by the members of the tax household
on the date of the transfer
The purchase price is therefore determined in the form of a fraction of the total purchase price of the
portfolio of the members of the tax household corresponding to the sole assets sold This total
purchase price must be reduced by the fractions of cost prices used when determining the capital
gains or losses of previous transfers
For more details on these calculation methods see administrative doctrine
A gains are offset against the losses of the same year at the tax household level and in the
event of a net gain the tax is 30 of the gain (128 in respect of income tax and 172 in respect of
social security contributions plus where applicable the exceptional tax on high income) The net loss
is neither chargeable to capital gains of any other type nor chargeable on the net gains from the sale
of Digital Assets in the following years
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Furthermore transfers made by the tax household whose total price does not exceed an annual
threshold of 305 in a year are exempt
It is also necessary to ensure compliance with all reporting obligations prescribed by law and in
particular the obligation to declare at the same time as the tax return references to the Digital Asset
accounts opened held used or closed abroad
Subscriber engaged in the purchasesale of Digital Assets on a regular basis
Natural persons who carry out transactions in the sale of Digital Assets on a regular basis are subject
to the rules governing the taxation of professional profits According to the administration the normal
or occasional performance criteria of the activity result from the examination on a case-by-case basis
of the factual circumstances in which the purchase and resale transactions are carried out the
deadlines separating the dates of purchase and resale the number of digital assets sold the
conditions of their acquisition etc
For a company subscriber liable for corporation tax
From an accounting perspective
Regulation No 2018-07 of 10 December 2018 of the Accounting Standards Authority (ANC) provides
that where a company owns by subscription or acquisition tokens that do not have the
characteristics of financial securities financial contracts or cash orders for the purpose of using the
services or associated assets and that are expected to be used beyond the current financial year
these tokens constitute intangible depreciated and impaired fixed assets
Where a company owns by subscription or acquisition tokens that do not have the characteristics of
financial securities financial contracts or cash orders without the intention of using the associated
services or the delivery of the related assets these tokens are recorded in the account number 5202
counterpart to transitional accounts under assets on the balance sheet in the event of an unrealised
loss and under liabilities on the balance sheet in the event of an unrealised gain In the event of an
unrealised loss a provision for risk is made
Tokens recognised as intangible assets of an unspecified period of use may be transferred on a final
basis into tokens held when the expected use of the associated services or goods no longer exists
The transfer is recognised for its net book value No tokens held may be transferred to fixed assets
(account 5202)
The capital gains and losses on disposal of the tokens held are calculated using the first in - first out
method (FIFO) or where applicable the weighted average cost of acquisition (WAC) and are
recorded as the case ma or in
Net expenses on disposals of tokens
From a tax perspective
In the absence of a derogation provided for in the tax texts the tax treatment in respect of income
tax should follow the accounting treatment If the token is sold the treatment of the gain or loss
should follow the ordinary tax treatment
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PART 10 - DECLARATION
I certify after taking all reasonable measures for this purpose that the information contained in the
Information Document is to the best of my knowledge in conformity with the reality and does not
contain any omission likely to alter the scope thereof
In Paris on 12 Mai 2020
Bartheacuteleacutemy Rouer
Chairman
WPO SAS
Duncan Levie
Managing Director
WPO SAS
Alexandre BERTRAND
Managing Director
WPO SAS]
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PART 11 - GLOSSARY
2FA Means Double-Factor Authentication Method by which a
user can access a computer resource (a computer a smart
phone or a website) after having submitted two separate
proofs of identity to an authentication mechanism In this
case WPO will use Microsoft Authenticator
ACPR The Prudential Supervision and Resolution Authority is an
institution within Banque de France responsible for the
supervision of the activity of banks and insurance
companies in France
Advanced Electronic Signature Means an electronic signature which meets the
requirements of Article 26 of the European eIDAS
Regulation of 1 July 2016 ie (a) is unequivocally linked to the
signatory (b) identifies the signatory (c) has been created
using electronic signature creation data that the signatory
may with a high level of confidence use under his sole
control and (d) is linked to the data associated with that
signature so that any subsequent modification of the data
is detectable
AIB - Association of Issuing Bodies Means the pan-European body responsible for the
promotion of the European Energy Certification System
-registration of certificates
AMF Means the Autoriteacute des Marcheacutes Financiers which is a
French financial institution and an independent
administrative authority whose mission is to ensure the
protection of savings invested in financial instruments
investor information and the proper functioning of financial
instruments markets
AML-CFT Means all the legal and regulatory provisions of Anti-Money
Laundering and Combating the Financing of Terrorism
including Directive (EU) 2015849 of the European
Parliament and of the Council of 20 May 2015 on the
prevention of the use of the financial system for the purpose
of money laundering or terrorist financing as amended
by Directive (EU) 2018843 of the European Parliament
and of the Council of 30 May 2018 (the 5th AML-
CFT Directive) Order No 2016-1635 of 1 December 2016
reinforcing the French system of Anti-Money Laundering
and Combating the Financing of Terrorism Decree No 2018-
284 of 18 April 2018 reinforcing the French system of Anti-
Money Laundering and Combating the Financing of
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Terrorism and Order No 2020-115 of 12 February 2020 and
Decrees No 2020-118 and 2020-119 of 12 February 2020
transposing the 5th AML-CFT directive
AML-CFT procedure Procedure established by WPO and implemented by WPO
and its service providers as part of the AML-CFT due
diligence provided for in the Information Document
Amount Effectively Collected Means the sum expressed in euros of the amounts
collected in legal tender currency and the amounts
collected in Digital Assets during the subscription period for
the Public Token Offering as defined in the Section Amount
Effectively Collected
ANC Means the Autoriteacute des Normes Comptables the main
accounting standardization body in France since 1 January
2010
ANSSI Means the Autoriteacute Nationale de la Seacutecuriteacute des Systegravemes
Information which is a French Department with national
competence in charge of IT security
Artificial Intelligence Refers to all the theories and techniques used to create
machines capable of simulating intelligence It comprises
methods of solving problems with high logical or
algorithmic complexity
Big Data Means sets of data that become so large that they exceed
the intuition and human analytical capabilities and even
those of traditional database management or information
tools
Bitcoin Means a Cryptocurrency whose code is BTC
Blockchain See Distributed Ledger Technology (DLT)
Brexit Refers to the proposed exit of the United Kingdom from the
European Union initiated following the UK referendum of
23 June 2016
Certificate Markets Means the various regulated markets of energy certificates
(eg Guarantees of Origin energy savings certificates
erasure certificates capacity certificates etc) or private
initiative labels which can be traded on a continental
national or regional basis
CMF Means the French Monetary and Financial Code
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Contract Means an agreement for the subscription or purchase of
GreenTokens from WPO
Cryptocurrency Means Digital Assets falling within the scope of the
qualification of digital representation of a value that is not
issued or guaranteed by a central bank or a public authority
which is not necessarily attached to a currency having legal
force and which does not have the legal status of a currency
but which is accepted by natural or legal persons as a
means of exchange and which may be transferred stored
or exchanged electronically within the meaning of article
L54-10-1 2deg of the CMF
DAG Refers to Blockchain technologies using oriented acyclic
platforms where the need is high-speed or connected
DASP Means a Digital Assets Service Provider whose status and
activity are regulated by the PACTE Law and Decree No
2019-1213 of 21 November 2019
Data Lake Means a method of storing data used by Big Data This data
is kept in their original formats or undergo very little
processing
DepositoriesCustodians Refers to FINANCIERE DUZES andor COINHOUSE in their
capacity to receive the funds andor Cryptocurrencies
subscribed to the Public Token Offering on escrow
accounts
Digital Assets Means the intangible assets in digital form referred to in
article L54-10-1 1deg and 2deg of the CMF
Distributed Ledger Technology
(DLT)
IT system enabling the creation registration and transfer of
Digital Assets within the meaning of article L54-10-1 of the
CMF also referred to as Blockchain or Distributed Ledger
or DLT and whose acronym in French is DEEP (Dispositif
Electronique ageacute)
DLF Department of Tax Law of the French Ministry of Economy
and Finance (MINEFI)
EBITDA Means earnings before interest tax depreciation and
amortization
Ecological Transition Means changing towards a new economic and social
model a sustainable development model and changing
ways of consuming working and producing to address the
following environmental issues climate change
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accelerated loss of biodiversity increased environmental
health risks and scarcity of resources
End to End A solut
offers all the software and hardware components required
to meet the needs of a customer
Energy Transition Means a profound structural change in how energy is
produced and consumed It is one of the components of the
Ecological Transition It results from technical
developments prices and the availability of energy
resources but also from a political will of governments and
populations businesses etc that want to reduce the
negative impacts of this sector on the environment Various
government institutions and NGOs have offered different
definitions and energy transition scenarios The scenarios
envisaged often consist of moving from the current energy
system based on the use of non-renewable resources to an
energy mix based primarily on renewable resources This
involves alternatives to fossil fuels limited and non-
renewable resources (human time scales) In Western
Europe the majority of scenarios also plan to gradually
reduce the use of fissile fuels (radioactive materials such as
uranium and plutonium) and replace them with renewable
energy sources for almost all human activities (transport
industry lighting heating etc)
ERC20
Ethereum network
Ether Means a Cryptocurrency whose code is ETH
Ethereum Means a Distributed Ledger Technology (DLT) support
network of Ether
Euro Means the currency of the economic and monetary union
whose code (ISO 4217) is EUR
Exchange Rate Means the conversion rates to the Euro applicable to
currencies or Digital Assets collected on the Public Token
Offering as defined in the Section Exchange Rate
Exchange Value Means the price of the GreenToken exchanged between
participants on a Digital Asset exchange platform It will be
determined at the level where supply meets demand The
Exchange Value is the average of transaction prices over a
period or number of representative transactions at a given
time
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Executive Committee (ExCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the functional
directors of WPO
FIFO Means First in - First out
Gas Means for each transaction executed on a Distributed
Ledger Technology (DLT) its cost which is expressed in a
number of Gas units Each transaction that a Smart
Contract contains has a defined Gas value
GDPR Means European Regulation No 2016679 known as the
General Data Protection Regulation which constitutes the
reference text for the protection of personal data It
strengthens and unifies data protection for individuals
within the European Union Its provisions are directly
applicable throughout the 28 Member States of the
European Union as from 25 May 2018 The main objectives
of the GDPR are to increase both the protection of
concerned data subjects by processing their
personal data and the accountability of data controllers
General Terms and Conditions of
Use (or GCU)
Refers to the conditions of use of GreenTokens The General
Terms and Conditions of Use constitutes a Contract
Gigabyte Measuring unit (unit symbol GB) equivalent to 1024
megabytes (MB) or 230 bytes (1073741824 bytes) of
memory space of a computer or optical or magnetic disk
Gigawatt Gigawatt (symbol GW) is a power unit that designates one
thousand Megawatts
Gigawatt hour Gigawatt hour (symbol GWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a Gigawatt ie a thousand megawatt hours
GoCert Means the private production certificate issued by WPO for
one megawatt hour produced from renewable energy
sources
GoCert Consortium Means the consortium Distributed Ledger Technology
(DLT) a private partially decentralized and shared
-
to jointly manage the business processes of GoCert
certificates where each partner has a network node in its
infrastructure and a sufficient number of nodes must
validate the transactions so that a block is added to the
chain In the case of the WPO Project the GoCert
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Consortium participants will be in the number of thirty
composed of the Certificate Markets participants (eg
national registry managers) andor any other entity co-
opted by the participant community acting in the capacity
of the GoCert Consortium authority in other words its
directors at the same time as WPO Participants will be paid
in GreenTokens
GreenToken Means the Utility Token issued by WPO whose code is GTK
GreenToken Network Means the network of partners of the professional
ecosystem of Renewable Energy who will also accept the
GreenToken as a means of accessing and exchanging their
own goods and services
Guarantees of Origin Means a monitoring tool defined in Article 15 of the
European Directive 200928EC of April 2009 (RED I) A
Guarantee of Origin identifies electricity produced from
renewable sources to inform end users of the source of their
energy In particular a Guarantee of Origin is a green
electronic or follow-up document that guarantees that a
megawatt hour of electricity has been produced from
renewable energy sources Guarantees of Origin are traded
Guarantees of Origin are standardized by the European
EECS
of Intergovernmental Bodies (AIB)
Hard-cap Means the maximum amount to be collected during the
million
High-Risk Jurisdiction List of third countries identified by the European
Commission under the 5th AML-CFT Directive which WPO
will not accept (1) Afghanistan (2) American Samoa (3)
Bahamas (4) Botswana (5) North Korea (6) Ethiopia (7)
Ghana (8) Guam (9) Iran (10) Iraq (10) Libya (12) Nigeria (13)
Pakistan (14) Panama (15) Puerto Rico (16) Samoa (17) Saudi
Arabia (18) Sri Lanka (19) Syria (20) Trinidad amp Tobago (21)
Tunisia (22) US Virgin Islands (23) Yemen
HSEQ Means the areas of expertise activities or professional
regulations controlling aspects of professional risks within
the company in order to lead to an integrated management
system relating to Hygiene Safety Environment and
Quality As such the HSEQ officer is responsible for ensuring
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the safety of staff training in prevention compliance and
reliability of facilities in the company
Identified Person Means WPO SAS its affiliates their officers employees
agents subcontractors data controllers service providers
and respective advisers
Information Document Means this document entitled Blockchain Technology
Servicing the Energy Transition and Renewable Energy
drafted and published by WPO prepared in accordance
with article 712-2 of the AMF General Regulation and AMF
Instruction DOC-2019-06 presenting the WPO GreenToken
Project and associated risk factors
Information Systems Means the various information systems of WPO hardware
and software necessary for End-to-End traceability of the
Production Data from the sites where the wind and solar
farms are installed and for their monetisation using
Distributed Ledger Technologies
Investment Advisory Committee Created in 2019 the WPO Advisory Investment Advisory
Committee also called the GreenToken Advisory Board is
responsible for steering the governance of the GreenToken
Project
IoT (Internet of Things) Means the Internet of connected objects which is the
interconnection between the Internet and objects places
and physical environments The name refers to an
increasing number of objects connected to the Internet
allowing communication between our so-called physical
property and their digital existences
ISP Means investment services providers investment firms and
credit institutions that have been authorised to provide
advice the approval is
issued by the ACPR which maintains the list of approved
service providers
KYB (Know Your Business) Means the identification process to know the client (legal
person) before starting a business relationship included in
the AML-CFT controls For WPO this is an approach to verify
the identity of its clients and assess the potential risks of
concealment or fraud before authorizing the business
relationship
KYC (Know Your Customer) Means the identification process to know the client
(individual) before starting a business relationship included
in the AML-CFT controls For WPO this is an approach to
verify the identity of its client and assess the potential risks
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of concealment or fraud before authorizing the business
relationship
Ledger Vault Commercial solution for the custody and management of
multiple-authorised Cryptocurrency portfolios developed
by Ledger SAS
Lock-up In general refers to a lock-up period of funds In this case
means the period beginning on the Token Listing Date
during which an owner undertakes not to transfer its
GreenTokens
Machine Learning algorithms Machine learning (or statistical learning) is a field of study of
Artificial Intelligence which is based on mathematical and
statistical approaches to give computers the ability to
learn from data ie to improve their performance to solve
tasks without being explicitly programmed for each
Management Committee Provided for by WPO articles of association established in
2008 the Management Committee contributes to the
composed of the
Executive Committee and the Operating Committee
Market Share Means the ratio between the capacity (in Megawatts)
supervised by WPO and the capacity installed in a country
expressed as a percentage
Megawatt hour Megawatt hour (symbol MWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by one megawatt
Minimal Viable Consortium See Minimal Viable Product
Minimum Subscription Threshold Means the minimum amount (in euros) below which it is
not possible to purchase GreenTokens in the Public Token
Offering The Minimum Subscription Threshold is set at 100
euros
Minimum Viable Product Means a rapid product or feature development strategy In
the case of the Project the Minimum Viable Product takes
it
must have all the characteristics of the finished consortium
which are not only achieved in their entirety (Feasibility
Design UX Functionality) We speak in English of Minimum
Viable
Multi-authorisation procedure Procedure established and implemented by the Depository
COINHOUSE as part of the removal of the receiver who
collected the Cryptocurrency during the Public Token
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Offering and detailed in Appendix 2 of the engagement
letter between COINHOUSE and WPO The number of
authorised persons is three an authorised representative of
the WPO Directorate an authorised representative of
COINHOUSE and a third party representative outside WPO
such as the Chairman of the Investment Advisory
Committee
Nominal Value Means the price of the GreenToken sold by WPO to its
traditional clients as part of the Services-For-Data Before
the Token Listing the Nominal Value is equal to one (1) euro
After the Token Listing the Nominal Value is the maximum
between one (1) euro and the Exchange Value
Operational Committee (OpsCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the operational
managers of WPO
Oracle Means a physical component a measuring device that is
part of a computer network transporting information from
the physical world to a Smart Contract It creates the link
between the physical world and a Blockchain that Smart
Contracts browse and allows these contracts not to be
limited to information internal to the Blockchain
Penetration test Means a method of testing the security of an information
system or an IT network generally consisting of analysing
the infrastructure of a computer network in order to
simulate the attack of an ill-intentioned user or even of a
malware
PEP (Political Exposed Persons) Means a person exercising (or having exercised) a high
public service or who is intimately associated with such a
person Because of this function and the influence they may
have there is a high risk that PEPs may be involved in
corruption
POC (Proof of Concept)) Means proof of concept (or proof of feasibility) ie a
concrete and preliminary short or incomplete
experimental achievement illustrating a certain method or
idea in order to demonstrate its feasibility
Power Purchase Agreement Means a contract between an energy producer and an
energy buyer See also Corporate Power Purchase
Agreement (PPA)
Private Token Sale Sale of GreenTokens by WPO to private individuals or
companies who buy them outside the framework of the
Public Token Offering
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Production data Means all raw data relating to the measurement of energy
production by the facility supervised by WPO including
SCADA data and all production data provided by
maintenance companies and all production data provided
by distribution and transmission system operators
Production event Means a measurable event in the form of any data
metadata andor contextual data or time series andor
aggregate thereof occurring during the production of
energy from renewable sources eg a megawatt hour
Project (or GreenToken Project) Means the WPO project consisting of issuing GreenTokens
and GoCert certificates private production certificates to
contribute to creating the conditions of trust in renewable
energies and the Energy Transition and as set out in the
Information Document
PSP Means a Payment Service Provider whose status and
activity are regulated
Public Token Offering Means WPOs financing transaction for the issuance and
sale to the public of GreenTokens as described in the
also
Quantity Means the total fixed and definitive amount of
GreenTokens to be issued by WPO at the end of the Public
Token Offering ie 15 million units
RCS Means the Trade and Companies Register the service kept
by the registry of the Commercial Court which lists all
companies registered in France It compiles data on legal
entities (identification number share capital form and
company name creation date) and on natural persons who
carry on a commercial activity
RE100 Private initiative launched at the United Nations Secretary-
participation of 13 major companies today brings together
more than 200 companies around the world Representing
a total annual electricity consumption of around 220
terawatt hours they committed to supplying 100
renewable electricity by 2050
REGAFI Means the register of financial agents kept by the ACPR-
Bank of France available at wwwregafifr
Registration Means the public registration procedure on the Public
Token Offering on the WPO online subscription platform
and carried out by EQUISAFE in advance of any subscription
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to the GreenTokens This procedure implies in particular
the creation of the User Account
REMIT Means European Regulation No 12272011 on the integrity
and transparency of wholesale energy markets
Repowering Replacement of equipment with new production
equipment of different characteristics
Reserve Means the allocation of GreenTokens held by WPO upon
issuance and intended to satisfy the mandatory demand for
Services-for-Data GreenTokens
Retrofitting Optimization of production equipment by adjustments or
the addition of improved components
Revamping Replacement of part of the components of the production
equipment or replacement of such equipment with the
same
SaaS (Software As a Service) Means a business operating model of software in which the
software is installed on remote servers rather than on the
users machine Clients do not pay a user licence for a
version but freely use the online service or more generally
pay a subscription licence
SCADA Means the system of control and retrieval of data (or
teleprocessing ) installed at wind and solar sites
Services-For-Data Major commercial and contractual innovation
implemented in the summer of 2018 WPO has the right to
traditional services In order to balance the model the
obliged
certified goods and services
Smart Claim Means WPOs commercial and contractual innovation
providing reliable contractual solutions for insurance claims
through Distributed Ledger Technology (DLT) The name
results from the synthesis between Smart Contract and
Claim
Smart Contract Means an IT protocol that facilitates checks and executes
the negotiation or performance of a contract or makes a
contractual clause unnecessary (as attached to the Smart
Contract) Smart Contracts generally have a user interface
and emulate the logic of contractual clauses which can
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therefore be partially or completely self-executed or
executed for validation or both
Smart PPA Means WPOs commercial and contractual innovation
providing reliable contractual solutions for the purchase
and sale of electricity between producers and buyers of
electricity production through the Smart Contracts of its
Distributed Ledger Technology (DLT) The name results
from the synthesis between Smart-Contract and Power
Purchase Agreement
Soft-cap Means the minimum amount to be collected during the
subscription peri
million
Subscription price Means the sale price of the GreenToken set for the Public
Token Offering The subscription price of the GreenToken is
fixed at 095 euros before any additional discount(s)
Target See Target Amount
Target Amount Means the amount WPO wishes to collect during the Public
Token Offering ie
Terawatt hour The terawatt hour (symbol TWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a terawatt ie one million megawatt hours
Tezos Means Cryptocurrency and the underlying computer
protocol (network) whose code is XTZ
Means the date of admission and first listing of the
GreenToken to a Digital Asset exchange platform
Tokenisation Means the evolution of the business model of WPO and its
professional ecosystem consisting of issuing GreenTokens
which the company will accept in exchange for its goods
and services including GoCert certificates
Transfer (n and v) Means the deed of assignment contribution donation
other by which a GreenToken or a GoCert certificate is
transferred to a third party as defined in the General Terms
and Conditions of Use
URSSAF In France organisation comprising of private bodies
responsible for a public service mission falling within the
regime
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User Account Means the personal account of a subscriber as provided for
in the General Terms and Conditions of Use
Utility Token Means any intangible asset representing in digital form
one or more rights that may be issued registered stored or
transferred by means of a Distributed Ledger Technology
(DLT) that allows the direct or indirect identification of the
asset owner referred to in article L54-10-1 1deg of the CMF
Utility Value Means the price of the GreenToken redeemed by WPO
Before the Token Listing the Utility Value is equal to the
Nominal Value After the Token Listing the Utility Value will
be the lower of one (1) euro and the Exchange Value
VAT Means the Value Added Tax applicable in France
Vesting Means the commitment to purchase GreenTokens from
WPO in respect of the Private Token Sale for a single
purchase (these are then referred to as Simple Vesting) or
in periodic purchases (these are then referred to as Multi-
annual Vesting)
White label Means a service or product designed by a company which
other companies rebrand and sell under their own brand In
the case of the GreenToken Project WPO will produce
GoCert certificates that it will provide to the operators of the
Certificate Markets who will distribute them under their
own brand and official designation without reference to the
WPO brand or the name GoCert
WPO Dashboard Means the secure and bespoke application for
teleprocessing and organisation of performance views of
large portfolios of power generation plants from renewable
sources Developed by WPO WPO Dashboard allows for the
real-time monitoring of production technical and financial
performance and changes in the health status of renewable
energy assets
WPO Directorate Means the corporate officers chairman and managing
directors of WPO
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8
18
Figure 3 WPO
WPO Group Certified consolidated accounts
In thousands of euros (1) 2016 2017 2018 2019
Revenue 6502 6939 6847 6507
Sale of GreenTokens (2) - - - 216
EBITDA 430 313 (304) 473
Operating profit or (loss) 365 184 (467) 312
Profit or (loss) for the year 230 311 (467) 338
Equity 1389 1767 1309 1670
Average number of full-time
equivalent employees (FTE) 61 74 78 73
RevenueFTE 107 94 88 90
Notes
(1) 2019 consolidated revenue is made up of approximately 55 euros (EUR) 35
pounds sterling (GBP) and 10 Swedish krona (SKR)
(2) Sales of GreenTokens are accounted for as deferred income and not as revenue (see Section
)
19 Our distinctions
WPO has been the leading independent provider of Asset Management Services in France for the
past seven years2 and more recently in Luxembourg Finland Sweden the UK and Ireland
Our estimated average market share is 73 in these markets
WPO is listed in the Financial Times FT1000 - stest Growing Companies 2017 ranking
2 Source France Energie Eolienne - Energy annual reports 2013-2019
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110 Our orderbook
More than 85 of our revenue is recurring
Our secured order book amounts to 216 million euros ie the equivalent of more than three years of
revenue3
In 2019 orders for GreenTokens reached the invoiced and paid amount of 216000 euros For the 2020-
29 period contractual commitments to purchase GreenTokens reached 16 million euros and the
options to purchase GreenTokens reached 14 million euros (see Section Sales)
Supported by the strong growth of the renewable energy sector and our Services-For-Data business
innovation orders have increased by 27 over the past twelve months ie one gigawatt of added
capacity in Europe and overseas
Figure 4 Renewable Power Capacity serviced by WPO
111 Our brand name
An acronym for Wind Prospect Operations the three letters of our current name simply WPO
continue to proudly recall our pioneering roots Today they also refer to strong constitutive elements
of who we are and our mission We sincerely believe that the essence of our work is to help make the
world a better place by ensuring the delivery of reliable clean and sustainable energy in a word
positive
in the business of positive
112 Our experience
ble assets under management has grown to comprise
nearly two thousand wind turbines 12 million photovoltaic modules and 360 project companies Real-
time supervision of these power plants is the bedrock of our experience
At the crossroads of the renewable energy and green finance ecosystem in Europe we have advised
3
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of wind and solar power projects at all stages of maturity On site each year WPO performs 1000
technical inspections and 500 expert inspections for commissioning and end-of-warranty purposes
and carries out occasional on-site audits
The average availability of European assets managed by WPO is 39 greater than those managed
by third parties4 For our clients this performance represents a cumulative additional income of seven
million euros per year
113 Our team
We are driven by our desire to contribute to the Energy Transition together
Our 73 employees are based in Paris Manchester Dublin Stockholm and Frankfurt and in over
twenty additional service points across Europe All of whom are experienced professionals whose
skills integrity and commitment are fully recognised
Figure 5 Expertise at WPO
The WPO team is managed by a Management Committee a group of the most senior professionals
activities
If our experience and technical expertise are the pillars of our success the safety of our operations is
its keystone
In 12 years we have not experienced any major accident relating to our teams on site and the assets
under our supervision a source of pride and a mark of quality for our team and our clients
4 Automatic algorithmic calculation on all wind installations monitored in Europe by WPO defining a non-contractual average technical and energy availability on 18 Nov Lake)
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114 Where we are in Europe
Figure 6 Wind and solar sites serviced by WPO
Figure 7 WPO offices and service points
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115 Our clients
Our clients are the major players in the renewable energy sector owners investors lenders insurers
and reinsurers The activities of many of them are regulated and overseen by the European or North
American financial authorities
Some of our clients have been placing their trust in us for more than ten years Other clients trust us
to the point where they appoint us as executive officers (chairmen or directors) for their operations
In turn we trust them by accepting these responsibilities
116 Our references
Figure 8
INVESTMENT FUNDS
123 INVESTMENT MANAGERS GOODYIELDS CAPITAL
ACCESS CAPITAL PARTNERS GRAVEL CAPITAL
ACOFI GREENCOAT CAPITAL
ALLIANZ CAPITAL PARTNERS HG CAPITAL
ALLIANZ GLOBAL INVESTORS JOHN LAING
AREAM RENEWABLES KGAL INVESTMENT MANAGEMENT
AXA PRIVATE EQUITY (ARDIAN) MARGUERITE FUND
BLACKROCK RENEWABLES INVESTORS MEAG MUNICH ERGO ASSET MANAGEMENT
BLUE ENERGY NTR
BNP CLEAN ENERGY PARTNERS (GLENNMONT) OBTON
DYNAMIC CAPITAL OCTOPUS INVESTMENTS
CDC INFRA OFI-INFRAVIA
EWC GROUP CAPITAL PREMIUM
COILLTE QUAERO CAPITAL
CREDIT AGRICOLE ASSURANCES RESONANCE ASSET MANAGEMENT
CUBICO SUSTAINABLE INVESTMENTS PRIVATE INVESTMENT BANK
DIF - DUTCH INFRASTRUCTURE FUND SAMFI-INVEST
DOWNING TREIS PARTNERS (MANOR)
ENCAVIS TRUFFLE CAPITAL
EUROFIDEME 2 (MIROVA) TTR ENERGY
FORESIGHT GROUP WHEB INFRASTRUCTURE
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DEVELOPERS
ABO WIND NORDEX
AREVON ENERGY OVERALL RP
ARKOLIA ENERGIES SUN DEVELOPMENT
ENO ENERGY VELOCITA
ENERGIETEAM VENTO LUDENS
FORSA ENERGY VOLKSWIND (AXPO)
FUTUREN (EDF) WIND CLUSTER
INVENERGY WPD WPD OFFSHORE
ENERGY AND ELECTRICITY COMPANIES
BADENOVA EWZ - ELEKTRIZITcurrenTSWERK DER STADT ZUumlRICH
BKW GEgraveCTRIC
EDGE NA MONA GEG - GAZ ELECTRICITE DE GRENOBLE
CNR NATIONAL HRONE COMPANY IWB - INDUSTRIAL WERKE BASEL
EDP RENEWABLES TOTAL QUADRAN
EKZ RENEWABLES SERGIES
ENGIE GREEN ENGIE SOLAR SHELL NEW ENERGIES
EOS - ELECTRICITY OUEST SWITZERLAND STEAG - STEINKOHLEN-ELEKTRIZITAumlT AG
BANKS amp ADVISORY
BARCLAYS KFW IPEX
BNP PARIBAS MACQUARIE
BPIFRANCE MUFG - MITSUBISHI UFJ FINANCIAL GROUP
CAISSE DEPARGNE NATIXIS (BPCE ENERGIEECO)
CM-CIC NORD LB
COMMERZBANK RBS - ROYAL BANK OF SCOTLAND
AGRICULTURAL CREDIT SAAR LB
CREDIT COOPERATIF SOCIETE GENERALE
HCOB (HSH NORDBANK) TEVALI PARTNERS
LAZARD FRERES transaction R (ROTHSCHILD amp CO)
LLOYDS TRIODOS BANK
ING ULSTER BANK
INDEPENDENT PRODUCERS
AALTO POWER INNERGEX RENEWABLE ENERGY
AKUO ENERGY LEGENDRE ENERGIE (ARMORGREEN)
ATALANTE ENERGIES NEOEN
BORALEX OEKOSTROUM
EDD (ECO DELTA DEVELOPMENT) STABEDIX
SPECIAL ENERGY (ENERCOOP) TAALERI ENERGIEIA
FALCK RENEWABLES THRIVE RENEWABLES
REGIONAL PLAYERS amp MIXED ECONOMY COMPANIES
WIND ASSET SEM NIEVRE ENERGIES
BEGAWATT SICECO
CITEOLE REGISTERED OFFICE 27
EOLYS SIPENR
SEM RENEWABLE ENERGY SITE IN OUAGADOUGOU
SDESM ENERGIES WEST ENERGIES
Figure 8
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117 Our historical services
Asset Management Services As a private adviser and asset manager for world-renowned clients our team ensures the safety and
optimum performance of their assets through the expert resources we deploy 247365 adjacent to
their sites in Europe
bull Health safety and environment management
bull Technical and performance management
bull Commercial management and supplier contracts
bull Continuous monitoring and management of production facilities
bull Management of on-site activities
bull Management of stakeholders residents and public relations
bull Hosting and analysis of Production Data
bull Administrative and financial management
bull Management of credit agreements
bull Management of insurance policies and claims
bull Management of contracts for the purchase and sale of energy certificates and capacities
bull Management of REMIT obligations
bull Directorship mandate
Specialised Services We also provide a range of independent bespoke technical services at key points in the life cycle of
wind farms and solar installations Our experts advise our clients on the purchase sale financing and
refinancing of the assets on acceptance for guarantee purposes and on renewal of agreements
bull Technical due diligence
bull Tendering and procurement
bull Performance analysis
bull Post-construction wind amp solar energy capacity studies (recalibration)
bull Negotiation of contracts (equipment supply contract Operation amp Maintenance contract
aggregation contract etc)
bull Strategy to extend the life of production plants (Repowering Revamping or Retrofitting)
bull Audit inspections and technical measures (building oversight acceptance of works and
drawing up list of reservations inspection and end of warranty study video-endoscopy
inspection of blades and measurement of the angle of inclination electrical testing of
generators thermography etc)
bull Audit and Inspection of health safety and environmental controls
bull Advice on aggregation and trading of electricity
bull Insurance broking
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2 GreenToken Project Team
21 Our Executive Committee
The members of our Executive Committee are invested in the GreenToken Project Each of them
brings their experience know-how and particular expertise to ensure its success Client Relations
Technical Operations Health Safety Environment amp Quality Administration amp Finance Human
Resources Marketing amp Communication and - of course - IT amp Digitalisation
They are supported by all 73 WPO Group employees and by the network of partners institutions and
clients that are intrinsic to the ecosystem of the GreenToken Project
Bartheacuteleacutemy Rouer
CEO and cofounder
Duncan Levie
Managing Director and cofounder
Bartheacuteleacutemy Rouer graduated from INSA Lyon and is a
qualified mechanical engineer He joined the
renewable energy sector when France launched its
first renewable support mechanism in 2001
He worked as a project manager or director for several
companies such as Schlumberger Vergnet EnXco
(EDF Renewables) Shell Wind Energy (Royal Dutch
Shell) and UPC Renewables
He developed onshore and offshore wind projects in
France Spain Greece Italy the United Kingdom the
Netherlands Cuba Dominican Republic and China
before creating WPO in 2008
With 20 years of international experience in the
renewable energy sector Bartheacuteleacutemy sits on various
boards of directors for major institutional financial
investors
Duncan Levie graduated from Trinity College Dublin
with degrees in engineering and mathematics He
also holds a certified diploma in accounting amp finance
(ACCA) and qualified as a Chartered Engineer while
working for BP International where he held various
key positions in major projects for onshore and
offshore energy projects around the world
Subsequently Duncan co-founded and managed an
engineering services company in the energy
petrochemical and heavy industry sectors in Ireland
In 2010 he co-founded the UK amp Ireland asset
management business at Wind Prospect now WPO
Duncan sits on various boards of directors for large
institutional financial investors in the renewable
energy sector
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Lara Moretti
Director of Human Resources
Alexandre BERTRAND
Managing Director Digitalisation amp Data
Lara Moretti holds a
from ESSEC Business School with an expertise in
human resources She also has a degree in Public
Relations and a background in metaphysics and
psychology from the State University of New York
Lara began her career as a teacher at Education
Nationale and then worked at Vogue magazine
(Condeacute Nast Group) as a personal assistant to the
President Prior to joining WPO Lara was HR manager
at an American oil company
At WPO since 2012 she has been responsible for the
development and deployment of HR
management policy in line
strategy in a context of strong international growth
Alexandre Bertrand graduated from Eacutecole Centrale de
Marseille He joined WPO for the first time in 2010 as
Operations Manager He was then responsible for
setting up WPOs Technical Management
Department This department continues to occupy a
central position in services
Alexandre subsequently furthered his managerial
experience as Services Manager for Alstom Wind
(France Middle East and Africa) then as Leader of
Wind Services (Operations and Maintenance France
and Belgium) at GE Renewable Energy
With 17 years of experience in the renewable energy
industry Alexandre returned to WPO in 2020 where
business model focused on the collection security
and monetisation of Energy Data in connection with
the GreenToken Project
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Delphine Hubas
Health Environment and Quality Director
Youri Pasquier
Information Systems Director
Delphine Hubas graduated from Agrocampus de
Rennes and is a qualified engineer She also holds a
and Sustainable
Development
Delphine has been working in HSEQ since the
beginning of her career in various industrial groups
and consultancy firms
She has been working in the renewable energy
sector for over ten years and has developed her
career in Europe at several international companies
such as Vestas EDPR and EDF Renewables for
which she has put in place and managed the HSEQ
management systems certified according to ISO
OHSAS and MASE standards
At WPO she is responsible for developing and
putting in place the integrated HSEQ management
system and oversees the HSE operational control of
all wind and solar assets in Europe
Youri Pasquier first graduated in international
commerce from IPAG Paris and then as an engineer
(specialising in IT at ESIEE in Paris)
While working in pioneer companies such as Club-
internet and Vivendi Universal during the 2000s he
developed his IT technical expertise (security high-
availability infrastructure high-traffic digital platforms
e-commerce) He was then involved in the
development of ViaDirect a software editor and
international integrator specialised in information and
guidance in buildings Youri put in place digital amp IoT
equipment around the world on various cloud
platforms
rs by
operations management He then joined WPO in 2018
to take char
and their security
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Christophe Cuzol
Operations Director
Herveacute Gagnaire
CFO
Christophe Cuzol graduated from INSA in Lyon and
is a qualified mechanical engineer In 1999 he took
his first job in the renewable energy sector in
Germany before returning to France when the first
renewable support mechanism was launched in
2001
His first responsibilities were in the development of
wind farms and then in technical studies with more
than 200 wind measures deployed in 10 European
countries
In 2008 he set up the operating division at VSB
Energies Nouvelles This division enabled the
company to become a major player in technical
management services for renewable assets on the
French market with more than 600 MW of wind
farms and supervised photovoltaic installations
He joined WPO in 2018 to head-up the technical and
operating management services on behalf of third
parties at group level and to guarantee the same
quality of service to all its European clients
After graduating from HEC Paris Herveacute Gagnaire
began his career as a strategic and organisational
consultant in a firm founded by former consultants at
Bain amp Mc Kinsey
After ten years in the firm he then joined the
Management of System U (central retailer of Super U
stores)
After working at the textile company Jennyfer as
Director of Flow Management Herveacute then held
management control and financial management
positions in sectors such as engineering and non-
structural building works while studying for a
management accounting diploma at Cnam Intec
(Diploma obtained in 2014) Before joining WPO Herveacute
worked with SMEs as an external financial director
including the INSEAD Business School
At WPO he is responsible for corporate administration
and financial management both internally and on
behalf of third parties as well as financial consolidation
and management control of the GreenToken Project
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22 Legal advice
CMS LEFEBVRE AVOCATS SELAFA (SIREN 722 047 164 RCS Nanterre) 2 rue Ancelle 92522 Neuilly-
sur-Seine France
The CMS network (wwwcmslaw) of which CMS Lefebvre Avocats is a member has nearly five
thousand lawyers in 43 countries and 75 offices
Missions Legal and tax validation of the business plan drawing up of commercial contracts legal and
regulatory assistance for the structuring of the GreenToken and GoCert certificate and assistance in
drafting the Information Document
23 GreenToken technology
EQUISAFE SAS (SIREN 845 383 645 RCS Paris) 18 rue des Capucines 75002 Paris France
EQUISAFE (wwwequisafeio) is a technological infrastructure provider for the issuance distribution
and management of the life cycle of Digital Assets and financial securities EQUISAFE has the status
of Payment Service Provider Agent approved by the ACPR-Banque de France under number
REGAFI 85392
Missions Design and issue the GreenToken through the EQUISAFE platform
24 Escrow and Conservation of Legal Currencies
(wwwfinuzesfr) is an Investment Services Provider (ISP) approved by the
ACPR-Bank of France under number REGAFI 19112
Missions Receive hold in escrow and custody of subscriptions made in legal currency
25 Custody and holding of Digital Assets in escrow
COINHOUSE SAS (SIREN 815 254 545 RCS Paris) 35 rue du Caire 75002 Paris France
COINHOUSE (wwwcoinhousecom) is an online platform and physical foreign exchange counter to
buy sell and store Cryptocurrencies COINHOUSE CUSTODY SERVICES is the sister company
specialising in the custody of digital assets on behalf of third parties COINHOUSE has both
mandatory registrations issued by the AMF for the purchase and sale of Digital Assets against euros
and the custody of Digital Assets COINHOUSE CUSTODY SERVICES has obtained the mandatory
registration issued by the AMF for the custody of Digital Assets
Missions Receipt holding in escrow and custody of subscriptions made in Cryptocurrencies through
a multi-authorisation system At the end of the process and on instruction conversion of
subscriptions into euros
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26 Identification of subscribers
Lemon WAY SAS (SIREN 500 486 915 RCS Bobigny) 14 rue de la Beaune 93100 Montreuil France
Lemon WAY (wwwlemonwaycom) is a Payment Service Provider (PSP) approved by the ACPR-
Banque de France under number REGAFI 16568
Missions Identification of subscribers (KYC and KYB) anti-money laundering and combating the
financing of terrorism (AML-CFT) collection and ring-fencing of funds for subscriptions contracted
by EQUISAFE and that are in foreign currencies which are legal tender
27 GreenToken Listing
CRYPTOEXCHANGE SAS (SIREN 828 416 123 RCS Paris) 7 rue Poirier de Narcay 75014 Paris France
SAVITAR (wwwsavitario) is the platform for trading and exchanging Digital Assets carried out by
CRYPTOEXCHANGE
Missions Pricing the GreenToken on the day after the issue date and fair management of market
activity and conditions of exchange for users
28 Bank
CREacuteDIT COOPEacuteRATIF SCA (SIREN 349 974 931 RCS Nanterre) 12 boulevard Pesaro 92024 Nanterre
Cedex France
Credit COOPERATIF (wwwcredit-cooperatifcoop) is a French credit institution authorised by the
ACPR
Missions Depository of funds in euros collected by WPO after the release of the escrow accounts and
the provision of traditional banking services
3 Interests including conflicts of interest that may
affect the Public Token Offering
WPO is not aware of any internal or external situation constituting a conflict of interest that could
significantly affect the Public Token Offering or harm the public or the smooth running of the
GreenToken Project
In particular no free distribution of GreenTokens will be made before or during the Public Token
Offering with the exception of a distribution of tokens to WPO employees as described below
31 Free distribution of GreenTokens to WPO employees
As agreed with its Social and Economic Committee WPO plans to distribute 30 GreenTokens to each
WPO Group employee free of charge for each month of service (intern apprentice employee or
corporate officer) present on the closing date of the subscription period of the Public Token Offering
subject to reaching the minimum amount (Soft-cap)
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This initiative represents a maximum distribution of around 100000 GreenTokens
The free distribution of GreenTokens is limited to 07 of the Quantity
This allotment based on length of service promotes social geographical and corporate cohesion
within the company It -term commitment regardless of their hierarchical
position or salary level
The distribution is planned to take place on the same date as that of the allocation of GreenTokens
to subscribers (See Section Time frame of the Public Token Offering) If applicable the non-allocated
GreenTokens will be placed in the Reserve
WPO employees may choose to acquire more GreenTokens in connection with the Public Token
Offering under the terms and conditions of subscription set out in this Information Document
without any particular advantage These subscriptions will not represent a significant portion of the
Public Token Offering
32 List of exposed beneficiaries
To date there are five identified beneficiaries of the Free distribution of GreenTokens to WPO
employees who are involved in the Governance of WPO and the GreenToken Project
They will receive a total of 13776 GreenTokens representing less than 01 of the total tokens to be
issued (See Figure 9 below) This quantity does not have a significant impact on the Public Token
Offering
Figure 9 List of exposed beneficiaries and details of their allocation of GreenTokens
First name Last name Function(s) and any conflict(s) of interest
Seniority Number of free
tokens of the Quantity
Bartheacuteleacutemy Rouer Chairman and co-founder majority shareholder of WPO
2008 4562 003
Duncan Levie Managing Director and co-founder minority shareholder of WPO
2010 3406 002
Lara Moretti Director of Human Resources
2012 3067 002
Alban Jehu Optimisation and Innovation Manager Member of the Investment Advisory Committee
2014 2218 001
Alexandre Bertrand Managing Director minority shareholder of WPO
Member of the WPO Investment Advisory Committee
2020 523 Not
significant
Total 13776 009
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4 Governance of WPO
41 Governing bodies
Executive Officers WPO is a French simplified company limited by shares The executive officers assigned are those of
CEO and Managing Director and form the executive management of the company (the WPO
Directorate) These executive offices are governed by the articles of association of the company and
bull Since the creation of WPO in 2008 its CEO has been Bartheacuteleacutemy Rouer
bull Since the merger with the Irish and UK platform in 2015 its Managing Director has been
Duncan Levie
bull Since 2020 its Chief Digitalisation Officer responsible on putting in place the GreenToken
Project has been Alexandre Bertrand
Strategic Committee Th
implementation A number of decisions and acts of the WPO Directorate must be previously
authorised by a resolution of the Strategic Committee and cannot be implemented in the event of
an unfavourable decision of the Strategic Committee
Its ex officio members are the shareholders WPO executive officers
Management Committee The purpose of the Management Committee is to oversee and steer the functional and operational
governance of WPO It is structured into two sub-committees
Executive Committee (ExCom)
The ExCom is composed of the WPO Directorate and the functional directors of the company (eight
members) It provides advice and makes collegial decisions on all WPO functional and operational
topics including strategic directions the budget and proposals from the different departments The
ExCom also manages the GreenToken Project as has been seen above
Operating Committee (OpsCom)
The OpsCom
It expresses the needs and proposes the budgets and solutions that it believes are necessary for the
smooth operation of WPO operations and implements decisions with field teams and support staff
Social and Economic Committee Provided for by law put in place in 2012 the WPO Directorate and elected staff representatives meet
each month In particular they conduct an annual company climate survey open to all employees of
the WPO group in order to assess the overall level of satisfaction of employees and to work together
in implementing improvement actions
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Investment Advisory Committee Set up in 2019 the Investment Advisory Committee advises management on the good
governance of the GreenToken Project and Production Data
For more details see Section GreenToken Project Decision-Making and Governance Mechanisms
42 Principles
The principles of governance th -control
and collegiality These principles apply to the six companies in the WPO group and to the transactions
relating to the 360 companies that have placed their trust in us
The powers and cap Delegated which is updated
annually and at each staff movement
The collegial decision-making operates through the Strategic Committee the Management
Committee the Social and Economic Committee and the Investment Advisory Committee or their
working groups
The directors and departmental heads comprise of two-person teams in the event that one of them
resilience allow for cross-approvals and minimise silo or solitude effects associated with the
responsibilities of management
43 Results
As proof of our rigorous and agile management we have observed since the creation of WPO in 2008
bull The certification without qualification of our parent company (and consolidated) accounts by
the Statutory Auditor including the 2019 accounts
bull The absence of disputes with any employee or former employees
bull The absence of commercial disputes with any client or former clients
bull The absence of any refusal of insurance
bull No insolvency
bull Completion of a company audit (URSSAF) without any penalty
bull Completion of a VAT tax audit without any penalty
5 Statutory Auditor
A Statutory Auditor has been appointed and has audited the WPO parent company financial
statements in accordance with the laws and regulations since the company was founded in 2008 It
has also audited the WPO Group consolidated accounts since the internationalisation of our activities
in 2016
The Principal Statutory Auditor is CECAM (SIREN 311 306 591 00034 RCS Paris) in the person of its
Associate Managing Director Paul Foubert (LinkedIn)
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The mission of the Statutory Auditor has been extended5 to include this Public Token Offering
In this context it will
bull produce an audit report specific to the subscription of the Private Token Sale attesting to
the amounts effectively subscribed on the opening date of the public offering
bull produce an audit report specific to the subscription of the Public Token Offering attesting to
the Amount Effectively Collected and if it reaches the Minimum Amount (Soft-cap) and the
Maximum Amount (Hard-cap) on the closing date of the public offering
bull carry out the due diligence required to release the escrow accounts and to transfer the funds
to the bank account of WPO or where applicable to buy the tokens back from the
subscribers
bull produce an annual audit report specific to the management of GreenTokens including
events related to the issuance prices and stock of GreenTokens at each year end on 31
December
These reports are sent to the WPO Directorate and the Investment Advisory Committee They are
published on the WPO website (wwwwpoeu)
5 According to engagement letter reference CLHBPF dated 5 December 2019
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PART 2 - THE GREENTOKEN PROJECT
1 Our Project
The GreenToken Project aims to create the conditions of trust required to accelerate the Energy
Transition through the transforming power of the decentralised web
WPO wishes to create a new energy business model based on the reliability of renewable energy
production and the involvement of all stakeholders (business and citizens)
WPOs real-time supervision of wind and solar assets enables it to collect a vast amount of data on a
daily basis either electrical mechanical meteorological etc The intelligent use of this data improves
the profitability of wind farms and solar installations by reducing production costs (eg anticipation
of maintenance problems automation of management actions etc) and maximising energy
efficiency
The use of data will also enable WPO to produce and market private real-time renewable energy
production certificates called GoCert certificates registered and transferred through a Distributed
Ledger Technology (DLT) Through these certificates and for each planned use of this technology
new solutions will be provided that will optimise existing processes beyond traditional applications
for the operation of wind farms and solar installations
The GreenToken Project is a new business model based on the issuance of GreenTokens These
tokens will be the only instruments for obtaining GoCert certificates It will also be possible to pay
using these tokens andor legal tender currencies for the other goods and services offered by WPO
and the GreenToken Network a network of professional partners operating and optimising the
production of renewable energy
By holding a GreenToken an individual or company owns a tool for optimising and certifying the
production of green energy It is also an alternative source of pre-financing and an innovative means
of payment to reward individuals and companies engaged in environmental matters The use of
GreenTokens in the renewable energy ecosystem will eventually create a true network of
professionals organised around this tool thus increasing traceability
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access production data and the ability to sell GoCert certificates and GreenTokens have been
validated A Private Token Sale has been under way since April 2019
This Public Token Offering approved by the AMF will create the primary market for GreenTokens It
is planned for between 8 September and 12 November 2020
The admission of the GreenTokens to trading on one or more Digital Asset exchange platforms
scheduled immediately after the issuance of the tokens will create the secondary market
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2 Current business model (2008-19) consultancy
intermittent and short-term by nature bring clients to
subscribe to our Asset Management Services which are recurring and long-term
These Asset Management Services provide the operational knowledge necessary for the relevance of
the Specialised Service
Figure 10 expertise
After the Public Token Offering WPO will continue to offer its historical services with the same level
of quality according to our new business model as this quality is why our clients give us access to
their data
3 New business model monetisation of Production
Data
Faced with the drive to accelerate the Energy Transition WPO has chosen to innovate
As an innovation WPO services may be exchanged for the right to access and use the Production
Data owned by our clients through our Services-For-Data innovation
This grows our Data Lake a source of Our new certified goods and services based on the knowledge
of WPO and presented below They are embodied in the form of private GoCert production
certificates accessible through our Utility Tokens the GreenTokens
Thus WPO will proceed with acquiring vast amounts of energy production data from renewable
sources in exchange for its services and then monetisating them through the Blockchain and
Artificial Intelligence
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Figure 11 Monetisation of Production Data
31 Our Services-For-Data
Through a major commercial and contractual innovation in place since summer 2018 WPO has
acquired the right to monetise its Production Data in exchange for its historical and future
services and its new certified goods and services this is called Services-For-Data
In practice WPO sells services to its client which it invoices In return the client sells to WPO the right
to use their Production Data which it invoices Thus one invoice offsets the other
To balance the model the client is obliged to purchase GreenTokens from WPO When the contract
is recurring the purchase of GreenTokens is also recurring
The client may also purchase GreenTokens from other holders or from the Digital Asset exchange
platform(s) on which the GreenTokens will be admitted for trading
As a result Services-For-Data is a powerful growth lever that feeds our Data Lake substantially
Figure 12 Services-For-Data contractual features (Click on the frame or here)
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32 Our Data Lake
Positioned on an extensive and economic Redshift Cluster (multi-nodal cloud-based Amazon Web
Service data warehouse) our Data Lake contains more than 645 Gigabytes of production data
Already remarkable in size and quality it is now growing exponentially (+30 per annum)
Our digital remote management platform is compatible with most of the markets SCADA systems
It extracts and standardises the Real-time Production Data For example the task planner
automatically launches approximately 250000 daily tasks mainly imports to or operations on our
data warehouse
Developed for the operational needs of WPO it is now sold in exchange for euros or GreenTokens
under a SaaS licence under the name WPO Dashboard to world-renowned clients6 owners of wind
farms and solar installations in 12 European and overseas countries
Figure 13 Screenshot of WPO Dashboard
Its main role today is to unify the various data sources so that the production data is in a
homogeneous structure for storage and visualisation purposes
On this solid and industrialised base our first algorithms have already been validated and are used
daily by our engineers
Today developed on the basis of algorithms by our engineers already allow us to
simulate the behaviour of power plants under given conditions WPO has thus been able to detect
the issues requiring immediate corrective action or recommend operational improvements and
predictive maintenance actions valued at around 7 million euros of additional production
6 For example Allianz Capital Partners (Allianz Group) and Total Quadran (Total Group)
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For the future we are considering deploying high value-added Artificial Intelligence systems in a Big
Data environment in partnership with our clients and other members of the GreenToken Network
33 Our GoCert
Hitherto we have been known as the European manager of positive energy We now wish to become
trusted third-party high-tech certifier
Using Distributed Ledger Technology (DLT) WPO creates private secure and reliable production
certificates called GoCerts
Each GoCert cert
certified goods and services
A separate GoCert certificate type will be created for each line of certified goods and services
marketed by WPO These lines are described in the Section Our new certified goods and services
below
Each GoCert certificate is issued in real time from production sites and is linked by a computer key to
all the production data stored in our Data Lake (eg meteorological geographical pricing etc)
Figure 14
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In the field WPO will equip the facilities it supervises with very-low-consumption (or even standalone)
IoT type Oracles acting as secure data capture tools and as trusted entry points for our Distributed
Ledger Technology (DLT)
The GoCert Consortium will certify the uniformity authenticity and history of ownership of GoCert
certificates
Ownership of a GoCert certificate may be obtained on the GoCert Consortium in exchange for
GreenTokens by using Smart Contracts Once the GoCert certificate is cancelled (voluntarily or
failing that on the expiry date ie 36 months after the issuance of the certificate) it will allow its last
owner to benefit from a positive unique and reliable contribution to the development of energy
production from renewable sources (see the Section Value analysis)
GoCert certificates will feed the various lines of monetisation of the Production Data developed by
WPO through its new certified goods and services
The value in euros of GoCert certificates will be set by WPO for each line of monetisation of the
Production Data
The value of all GoCert certificates assigned to the client will be equal to the services provided by
WPO for this client
Under no circumstances will the transfer of ownership of a GoCert certificate result in the transfer of
ownership of the Production Data that the certificate represents
Finally the only instrument by which GoCert certificates may be obtained will be our Utility Token -
the GreenToken - which is the compensation unit for the work of calculation and operation (also
called Gas) of the GoCert Consortiums Smart Contracts
34 Our GreenToken
We have created our own Utility Token called GreenToken which is the instrument needed to
acquire GoCert certificates through the GoCert Consortium
GreenTokens are issued by WPO on a public network accessible by everyone around the
world and at any time The transactions stored therein are encrypted non-modifiable
non-deletable accessible in read mode by everyone without a central governance body
and fully decentralised
GoCert certificates will be issued by WPO on a semi-permissioned Distributed Ledger
Technology (DLT) the GoCert Consortium where each of the thirty participants will have
a node of the network in its infrastructure and where a sufficient number of participants
will need to validate transactions to add a block to the chain
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The GreenToken and the functions rights and obligations attached to it are described in PART 3 -
RIGHTS AND OBLIGATIONS ATTACHED
35 Our new certified goods and services
Anyone will be able to exchange GreenTokens for WPOs new goods and services Even if the price of
these new WPO goods and services is still expressed at market value in foreign currencies their
corresponding value in GreenTokens their Utility Value will be accepted by WPO
WPO will offer industry players not only more efficient secure and transparent applications but also
a new business model and where applicable a new revenue Partnerships will therefore be facilitated
and encouraged Through multilateral and decentralised exchanges everyone will be able to better
manage their contributions and make use of their contributions to accelerate the Energy Transition
There are already and will be a network of partners in our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchanging their own goods and
services
The Project is intended to operate in all countries where WPO is active regardless of the outcome
and where applicable the terms of Brexit
Specifically WPO has developed its Information Systems to promote the use of GreenTokens in the
energy sector according to the four lines of monetisation of the Production Data via GoCert
certificates presented below
GoCert1 - enhanced technical expertise
Case of WPO
service offering (see Section Our historical services ) The client base business flow and European
footprint will be gradually converted to the new business model
In practice anyone - historical or new client data holder or not - will be able to exchange their
GreenTokens for analyses audits advice expertise inspections licences tests and measurements
etc carried out by WPO These services are a source of Production Data which will feed our Data Lake
in return
certified goods and services
like the receipt issued on payment by credit card for example The value of all GoCert certificates
assigned to the client will be equal to the services provided by WPO for this client
WPO will also produce indicators of general interest for the general public to contribute
to the sharing of knowledge and the dissemination of technical and economic markers
for renewable energy These will be published online and will allow for example the
benchmarking of its performance with existing plants or resource or
production index to ensure reliability of its own indicators and to monitor the progress
of the Energy Transition in its region or in the world
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l size and is growing at an exponential rate This data is valued
by the continued development of algorithms including Machine Learning Algorithms so that WPO
services continue to improve in quality and efficiency and thus strengthen its position as an
undisputed leader in its historical business
The implementation of this enhanced technical expertise depends solely on our know-how and the
quantity of available Production Data which is quickly growing
Case extended to the GreenToken Network
ill also be able to accept the GreenToken as a
means of exchanging their own goods and services (see Section GreenToken Network) and will allow
the issuance of the corresponding GoCert certificates
GoCert certificates proof of purchase of goods and services from the GreenToken Network could
ultimately become proof of a contribution to the Energy Transition
This service will be operational at the end of the Public Token
will launch the GoCert Consortium and enable it to achieve the required maturity to serve as the
below
HOW IT WORKS
A WPO client wishes to have an assessment of a renewable power plant
bull WPO submits a quote with equivalent value in GoCert certificates and
GreenTokens
bull Client mandates WPO
bull WPO carries out the examination and invoices for its service
bull The client must have (and if necessary acquire) GreenTokens to purchase the
required number of GoCert certificates
bull The clients GreenTokens are exchanged for the required number of GoCert
certificates issued by WPO
At the end of the transaction
bull The client has received its assessment report and the GoCert certificates which he
can take advantage of
bull WPO has received the GreenTokens and if any the Production Data recorded in
its Data Lake
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GoCert2 - Short circuit electricity trading With the programmed stoppage of public subsidies for the production of energy from renewable
sources and with the spread of green electricity offers the dynamics of prices and energy supply will
become even more erratic As a result speculation on Power Purchase Agreements will intensify
In keeping with its mission to contribute to creating the conditions of trust in the Energy Transition
WPO will be able to provide reliable and decentralised contractual solutions between producers and
off-takers through the Smart Contracts of the GoCert Consortium Distributed Ledger Technology
(DLT)
GoCert certificates will represent the contractual value of traded electricity and GreenTokens will be
needed by the co-contracting parties to access the trading service
These Smart Contracts will be marketed by WPO under the name Smart PPAs or blockchain Power
Purchase Agreements They will be designed to provide End-to-End traceability and to emulate the
contractual features of the value chain of each megawatt hour
This solution capitalises on the ability of Distributed Ledger Technology (DLT) to remove the role of
intermediaries in traditional business and in this case energy In 20177 companies actively
consumed around 465 terawatt hours of electricity from renewable sources a comparable figure to
the electricity consumption of a large economy such as France and its 67 million inhabitants
WPO plans to achieve a granularity level of exchanges as fine as those of collective or individual
consumption for example
business position alongside producers and other
market players (aggregators suppliers) to test our Smart PPA pilot offer within 24 to 36 months of
7 Forward-
IRENA (Source)
Power Purchase Agreement also embodies the will of electricity consumers who
wish as the case may be to promote the construction of new facilities (additionality
concept) local facilities close to its consumers to develop an economic activity close to its
allow the
demonstration of this commitment monitoring real-time consumption and production
using Blockchain and S
CAP GEMINI 27052019 (Source)
Not all electricity suppliers are the same Many of them deceive consumers by offering
green electricity supplies that are in fact not renewable power offers [] By changing
electricity provider we can therefore become a player in the energy transition Alix
MAZOUNIE Energy Campaign Manager at Greenpeace France on 28092018 (Source)
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the Public Token Offering However the implementation of Smart PPAs will depend on the rate at
which wind farms and solar installations no longer rely on subsidies and the maturity of a market free
of public support mechanisms
GoCert3 - The provision of high-reliability certificates to Certificate Markets Because blockchain certificates are an obvious perfectly reliable and cost-effective traceability
solution the Certificate Markets will at maturity whole heartily adopt them
For the first time in the world a project to issue energy certificates in the form of WPO GoCert
certificates has been brought to the required industrial and commercial scale8
WPO will therefore enhance the value of the GoCert Consortium vis-agrave-vis the Certificate Markets by
supplying GoCert certificates as White Label certificates and thus contribute to creating the
conditions of trust in these different labelling mechanisms
GoCert certificates issued by WPO will be the reliable unbranded digital support for a given
Certificate Market which will acquire them from WPO and issue them under their official name
GreenTokens will be required for users at each stage of the certificate life cycle (issuance transfer
export etc)
Initially we are considering the Market of Certificates of Guarantees of Origin targeting the
ified by RECS International9
Figure 15 Certification of renewable energy production Source USA Environmental Protection Agency
European North American or Asian national registry managers of Guarantees of Origin (or equivalent)
will be able to acquire GoCert certificates as White Label certificates They will formally issue them in
8 Quote from Isabelle Kocher former chairwoman of the ENGIE energy group during the presentation of the GreenToken Project on 9 February 2019 at the Top 2019 organised by the French Association of Private Enterprises (AFEP)
9 Opinion report in Engits summary in French (Source)
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their name in the form of blockchained Guarantees of Origin (or equivalent) on their respective
Certificate Markets
The GoCert Consortium will create the conditions for the compatibility of international certificate
systems (such as the European EECS the North American REC or the I-REC for the rest of the world)
and the conditions for interoperability
Inclusively Certificate Market players including national registry managers will be invited to
participate in the GoCert Consortium as the network authority ie its administrators with the same
rights as WPO
If the GoCert Consortium administers the registers in an extremely reliable manner the reliability of
the input Production Data that feeds them will also be guaranteed Indeed Oracles installed by WPO
on the production sites will evaluate the data from End-to-End In addition this data is systematically
certified at source by two third parties that are independent trustworthy and long standing
1 On the one hand the electricity distribution or transmission network operator acting as the
operator of the electric meter who measures the quantities of electricity injected by the
power plant on its network and
2 On the other hand the statutory auditor of the company that owns the power plant which
independently corroborates with third-parties and validates the invoicing and payment of
these quantities by a market participant aggregator or buyer
According to the projection of the RECS International Association (Figure 16 see below) the Market
of Certificates of Guarantees of Origin will reach its maturity from 2022-23 By then the number of
Guarantees of Origin sold and cancelled will equal the number of Guarantees of Origin issued in
Europe for a volume of approximately 1100 terawatt hours ie approximately 11 billion certificates to
be issued
We want
of the Certificates Market (aggregators suppliers and above all registry managers) to test our White
Label offer within 24 to 36 months of the Public Token Offering
look very closely at the various developments in blockchain technology and consider
that this technology could support the Guarantees of Origin me Dirk VAN
EVERCOOREN President of the AIB - ASSOCIATION OF ISSUING BODIES in The
Renewable Energy Journal special edition March 2019 (Source)
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Figure 16 European Market of Certificates of Guarantees of Origin 2016-2025 in terawatt hours Source RECS International GO Monitoring 2018 Report
GoCert4 - The provision of digitalized insurance tools for renewable energy WPO has been active in claims and claims management and insurance brokerage in the renewable
energy sector since 201410 In an increasingly competitive and highly financialised sector WPO
certification tools developed as part of the GreenToken Project will also be able to help optimize some
aspects of the current insurance market
Firstly this can be done by automating the declaration phase of a cover or claim Indeed Distributed
Ledger Technologies and in particular the automatic performance of Smart Contracts allow us to
avoid the traditional declaration (form claim verification triggering compensation) for a whole series
of risks whose severity or compensation are now uneconomical for both the insured and the insurer
As a loss adjuster certifier of the production it supervises WPO is naturally able to initiate the Smart
Contracts for the automatic handling of claims in respect of certain covers and losses
10 Through its sister company ENRSUR SAS a company of the WPO group registered with the Paris Trade and Companies Register under the SIREN number 804 735 777 and the Register of Insurance Intermediaries under number ORIAS 140 065 63
69
6
718 79
1
853 920 99
3
107
1
1155 12
46
134
4
234
197 17
6 144 10
7 64 16
0
0
0
225
258 27
7 303 33
2 363 39
7 435
47
6 520
0
200
400
600
800
1000
1200
1400
1600
1800
2000
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Production not certified because of receiving subsidiesstate aids
Production available for certification with Guarantees of Origin
Production for which Guarantees of Origin are issued
Total Guarantees of Origin Cancelled
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ent in an orderly fashion
allowing for a statistical comparison of a claim (cover or loss) to a representative operational reference
for a given compensation scheme both for damage to equipment and associated production losses
GoCert certificates will represent the contractual value of the loss or the negotiated cover and
GreenTokens will be necessary for the co-contracting parties to access the automated declaration
service
These Smart Contracts will be marketed by WPO under the name Smart CLAIMS or blockchained
claims
Beyond that an insurance model based on our Smart Contracts could be that of index-based or
parametric insurance ie insurance linked to an index such as wind speed or solar irradiation The
Smart Contract between the client and WPO (or the insurer) could stipulate that a payment is made
after a number of days without enough wind or sun The contract is based on reliable external
meteorological data allowing Oracles to automatically trigger a payment without the intervention of
a loss adjuster or the need for the insured to make a claim
This model also applies to the case of warranties granted by manufacturers and maintenance
companies A Smart Contract between a client and WPO (or the manufacturer or maintenance
company member of the GreenToken Network) may stipulate that a payment be made after a
number of days of equipment failure or when a component is replaced or certified as being defective
by the control system or if the work is not completed within the guaranteed time frame
We want
manufacturers and insurance market players (insurers brokers and loss adjusters) to test our Smart
CLAIMS offering within 24 to 36 months of the Public Token Offering
4 Legal and regulatory aspects specific to WPO or the
GreenToken Project
s consulting and asset management services in the energy sector
The new WPO business model will be based on the issuance of private certificates and cryptographic
tokens Since this model is disconnected from the supply of energy to end-consumers it is
independent of the Guarantees of Origin moreover exclusively financed by private funds freely
allocated it does not constitute or affect any state aid scheme We have taken care to validate its legal
Blockchain technology is a unique point of truth on which we can build partnerships
Above all it is a means by which we can respond to our clients faster and offer the best
possible service by optimising processes and identifying low added value tasks
Crozier Head of the Global Blockchain Skill Centre at ALLIANZ TECHNOLOGY (Source)
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basis and have received nihil obstat11 from the relevant departments of the European Commission
and the authorities of our key markets
41 European Commission
DG for Energy The Directorate-General for Energy confirmed in writing that our GoCert certificates are not
Guarantees of Origin and are not incompatible with the European framework for Guarantees of
Origin
DG for Competition The Directorate-General for Competition confirmed
renewable sources could sell their data to WPO and participate in WPOs certificate and token system
without affecting their right to state aid granted under public financial support schemes
42 France
bull President of the Republic - Energy Environment and Transport Council [o]
bull President of the Republic - Councillor for Digital Transition [o]
bull Prime Ministers Office - Technical Energy Adviser [o]
bull Ministry of Economy and Finance - Treasury Directorate-General (DG Tresor)
bull Ministry of Economy and Finance - Tax Legislation Directorate (DLF) [o]
bull Ministry of Ecological and Community Transition - Office of the Minister [o]
bull Ministry of Ecological and Community Transition - Directorate-General for Energy and
Climate (DGEC)
bull Agency for the Environment and Energy Management (ADEME) [o]
bull Financial Markets Authority (AMF)
bull Banque de France [o]
bull Caisse des Deacutepocircts et Consignations [o]
bull Bpifrance [o]
43 Ireland
bull Commission for Regulation of Utilities (CRU) [o]
11 When nihil obstst has been given orally the relevant authority is followed by the symbol [o]
guarantees of origin of electricity produced from renewable sources ie for the
purpose of demonstrating the origin of electricity supplied by a supplier in
connection with a commercial offer the issue and transfer of GoCert certificates are
not likely to call into question the contracts referred to in articles L121-27 L311-12
L314-1 L314-18 and where applicable L314-26 of the French Energy Code as
provided for by paragraphs 3 and 4 of article 314-
DGEC - Letter of 1 July 2018
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bull Department of Communications Climate Action and Environment (DCCAE)
44 Sweden
bull The Swedish Energy Agency (Energimyndigheten)
45 United Kingdom
bull Office of Gas amp Electricity Markets (OFGEM)
bull Department for Business Energy amp Industrial Strategy (BEIS)
5 Deployment Strategy
51 Access to Production Data
The renewable electricity production Data Lake compiled on W or secured through
contractual commitments (or options) already represents a volume of approximately 100 terawatt
hours or the annual electricity consumption of approximately 17 million Europeans
The Production Data comes from our continuous supervision of a portfolio of more than 600 wind
and solar sites operating in 12 European countries for more than 10 terawatt hours a year
Figure 17 Hourly import of Production Data to WPO servers (click on image or here)
The first results are conclusive In 12 months the industrial capacity of one gigawatt has already been
secured under the Services-For-Data model and more than two additional gigawatts are currently
the subject of advanced discussions
Future mandates will concern new clients based on a transformation drive staggered over the 2018-
2022 period (see Figure 18 below)
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Figure 18 Deployment forecast of the Services-for-Data model and quantity of Production Data on WPO systems
To realise this potential we have developed standardised connection acquisition and storage
technologies that can quickly be deployed on a very large scale and at controlled costs
52 Create a long-term buyer category of GreenTokens
Our traditional clients are required to buy GreenTokens from WPO as long as they want to benefit
from Our Services-For-Data It works in a way similar to mutual societies or cooperatives that require
their customers to become members prior to having access to their goods or services to perpetuate
the model
As a result of this compulsory acquisition purchases of GreenTokens grow with the growth of WPO
according to the principle one GreenToken bought is worth [X] euros of services effectively provided
by WPO which services have at each moment a real market value
Between April and December 2019 90000 GreenTokens had already been purchased and paid at
Nominal Value to WPO by some of our clients institutional infrastructure fund managers and
alternative energy producers in seven countries (France Sweden Finland Ireland Italy United
Kingdom and Sweden)
85 90100
113129
165
314
750
70
700
0
10
20
30
40
50
60
70
80
90
100
2017 2018 2019 2020 2021 2022 2023 2024
Standard Services Services-For-Data WPOs Data Lake (TWh)
ess model is that its traditional clients alternative producers
and regulated investment fund managers are contractually committed to the recurring
purchase of GreenTokens at market value each year for periods of up to ten years A
category of long-term buyers is thus created Subsequently WPO plans to register a
price-floor for new contracts to support the trading price of the tokens
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In 2020 the contractual purchase and sale not yet invoiced at Nominal Value of more than 100000
GreenTokens by 8 different clients has already been secured And we are observing an acceleration
in demand (see Section Sales below)
For the period 2020-2029 recurring contractual commitments and options to purchase GreenTokens
now secured stand at 16 million euros and 14 million euros respectively
Our traditional clients will be inclined to use their GreenTokens to access Our new certified goods and
services If they need more GreenTokens they could first obtain them from the other GreenToken
holders on the Digital Asset exchange platform(s) and where applicable from WPO
Gradually our new order book will be Tokenised (see Tokenisation) while our existing order book
and business flow will allow for a smooth transition to the New business model monetisation of
Production Data
53 Create a primary market and a community of GreenToken
buyers
By offering the public the opportunity to buy our tokens through the Public Token Offering we aim
to establish a community of GreenToken users to respond to the drive to accelerate the mobilisation
and promotion of renewable energy
54 Create the conditions to ensure liquidity of GreenTokens
underpinned by the unavoidable growth of the renewable energy sector
GoCert certificate exchanges will be directly linked to the expansion of Our new certified goods and
services To obtain GoCert certificates GreenTokens must first be acquired
The trading of GreenTokens will therefore first be stimulated by the demand of clients
network of professional partners (as defined in the Section GreenToken Network) interested in
participating in GoCert certificate exchanges
Finally GreenTokens will be exchangeable on one or more Digital Asset exchange platforms Their
value will depend on the level of supply and demand (see Section GreenToken listing)
55 Organise the expiry of GreenTokens
GreenTokens which will be redeemed by WPO in exchange for GoCert certificates in connection with
Our new certified goods and services excluding Gas transaction fees and annual fees will be
cancelled (destroyed) within eight days As the GreenTokens are fixed this will result in a gradual
reduction in the number of GreenTokens available over time
Additional GreenTokens could be issued in connection with a change in technology (see Section
GreenToken technology)
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6 Value analysis
61 For GoCert certificate owners
Because they are proof of work in favour of the production of energy from renewable sources produced here and now GoCert certificates allow their owners to certify on a voluntary basis their contribution to the development of this production and the Energy Transition
GoCert certificate holders will have the tool both new standard and proof of purchase of Our new
certified goods and services to stimulate the increase in electricity production from renewable
sources They may take advantage of a voluntary approach to assessing responsible investments
Evaluation frameworks and supports to socially responsible investments which include
environmental social and governance criteria in addition to the purely financial criteria are rapidly
evolving in Europe and across the world Today WPO makes available to the greatest number an
alternative tool to achieve a voluntary contribution to the Energy Transition
The RE100 initiative and public procurement12 demonstrate a growing global institutional demand
for renewable energy sources But this mobilisation is still incomplete All stakeholders unlisted
companies start-ups cooperatives and individuals must also be able to participate
The GoCert tool aims to create the necessary conditions of trust in the energy sector through the
transforming power of the decentralised web to ensure as many stakeholders as possible can
accelerate the Energy Transition
It should be noted that the GoCert certificates issued by WPO are not Guarantees of Origin Their
purpose is not to demonstrate the source of energy provided by a supplier to an end consumer
GoCert certificates are proof of a voluntary contribution to improving the production of renewable
energy sources
12 See note 7 above
responsible medium-sized
companies such as F2A to participate in the energy transition directly and transparently
through the acquisition of GoCert certificates F2A therefore participates in the financing
of 110000 MWh produced from renewable energy sources The use of blockchain
technology secures the traceability of our certificates and irrefutably certifies the
production of renewable energy to which we participate in all confidence Jean-
Philippe Margrita Managing Director F2A
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62 For GreenToken owners
GreenTokens are Digital Assets classified as Utility Tokens within the meaning of article L54-10-1 of
the CMF GreenTokens are the only instrument for obtaining GoCert certificates and the full range of
and the GreenToken N
In the GreenToken Public Offering WPO offers GreenTokens at a Subscription Price of between 5 and 50 below their Nominal Value (see Section GreenToken Subscription Price)
Subsequently the value of GreenTokens and GoCert certificates will not be correlated However the
higher the traded price or volume of GoCert certificates the higher the Exchange Value of
GreenTokens could be by influence positively impacted13
Conversely a decrease in the traded price or volume of GoCert certificates could adversely affect the
Exchange Value
63 For producers of energy from renewable sources
All goods and services provided to our clients may be covered by WPO in return for access to
production data and the acquisition of GreenTokens (see Section Our Services-For-Data) In other
words the GreenToken Project creates a new revenue for renewable energy producers
Our innovation is a powerful growth lever that substantially underpins our Data Lake analysis
algorithms and ultimately WPO Artificial Intelligence systems or the GreenToken Network The
community of renewable energy producers thus has access to more qualitative transparent and
shared information
64 For local communities
Community actions will be undertaken by WPO as soon as the Target Amount of the Public Token
Offering is exceeded (See Figure 24) They will take the form of local community or participatory
initiatives in support of the Energy Transition They will be selected by the Investment Advisory
Committee which will communicate to the public their social and environmental performance
The Community actions thus envisaged are non-profit investments such as contributions to the
financing of renewable energy production facilities and promotional actions and contributions to
promote their acceptance and effective integration
WPO will also produce indicators of general interest to the general public and companies to
contribute to the sharing of knowledge and the dissemination of technical and economic markers of
renewable energy in local communities
In the event that the Maximum Amount (Hard-cap) is reached the allocation in favour of Solidarity
actions would amount to 750000
13 See also the Section Organise the expiry of GreenTokens
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7 GreenToken Project Decision-Making and
Governance Mechanisms
71 Investment Advisory Committee
Missions The Investment Advisory Committee is an independent body dedicated to assisting the WPO
Directorate in the governance of the GreenToken Project and communicating to stakeholders
In particular the Committee is responsible for advising the WPO Directorate and for issuing public
statements on the issuance sale stocks of GreenTokens and GoCert certificates and the use of funds
invested in respect of the commitments particularly strategic commercial technological and
solidarity commitments made in this Information Document
The Committee also ensures the implementation of data governance which deals with organisations
and procedures at WPO to oversee data collection security and use In particular it ensures
compliance of the GreenToken Project with the European Data Protection Regulation (GDPR) in
relation with the WPO Data Protection Officer
Arrangements
Composition
The Committee is composed of at least six members and up to twelve members half of which must
be external to WPO
bull A President external to WPO
bull Three members appointed by WPO
bull Up to three external members who bring their technical skills in renewable energy
Blockchain technology andor Artificial Intelligence
bull Up to six members representatives of WPO clients subscribers of the Services-For-Data offer
andor of GreenTokens
Members are appointed for a term of three years In the event of vacancy or renewal the Committee
shall co-opt the candidate(s) proposed by the Chair or failing that by at least one-third of its
members
Upon appointment members sign a declaration of absence of conflict of interest and adhesion to the
arrangements of the Investment Advisory Committee In the event of a serious or repeated breach of
its ethics the Chair may submit to a vote by the Committee the reasoned exclusion of a member In
this case the member concerned does not participate in the vote
Remuneration
Members will be entitled to receive remuneration in euros and will be paid in a legal tender currency
upon presentation of supporting documents The remuneration is decided by the WPO Directorate
and is reviewed annually It is made public in the annual audit report specific to the management of
GreenTokens prepared by the Statutory Auditor
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Decisions of the Committee Quorum
Decisions of the Committee including those taken by the Committee relating to the issuance of an
opinion or public statement shall be taken by a simple majority The President shall have a casting
vote if no majority is formed The quorum is reached when half of the members present express
themselves and half of them are external to WPO
Obligations of WPO
The WPO Directorate must consult and obtain the reasoned opinion of the Investment Advisory
Committee prior to its decision to incur any expense investment or sale of more than one hundred
thousand euros ( 100000) relating to the GreenToken Project By definition the Committees
opinions are advisory
WPO Directorate must provide the Committee with the means and resources needed to carry out its
duties
In the event that no quorum is assembled on two occasions or in case of force majeure incapacitating
the Committee the WPO Directorate will take over the Obligations and capacities of the Committee
until its capacity is restored
Obligations and capacities of the Committee
The opinions of the Investment Advisory Committee given to the WPO Directorate and the content
of their exchanges are confidential
The public statements of the Investment Advisory Committee never precede an opinion of the
Committee to the WPO Directorate and a reasonable response period from the WPO Directorate to
the Committee
At any time the Investment Advisory Committee has the capacity to produce opinions and public
statements in relation to its missions regardless of the opinions and public statements of the WPO
Directorate stakeholders of the
GreenToken Project of changes in the Project or significant elements affecting it The information
provided by the Committee is true factual and complete
At least once a year the Committee publishes on the WPO website (wwwwpoeu) an activity report
of the GreenToken Project over the past period supported by the report of the Statutory Auditor
specific to the management of tokens over this period (see Section Statutory Auditor) This activity
report informs the public of the issuance sale and stocks of GreenTokens (including self-held tokens)
and GoCert certificates and the use of invested funds
The Investment Advisory Committee has authority over the Community actions that will be
undertaken as soon as the Target Amount (Target) has been exceeded (See Figure 24) These actions
are not-for-profit investments in local community or participatory initiatives in support of the Energy
Transition
The Investment Advisory Committee has authority on deciding the Exchange Value in the event of
listing on several Digital Asset exchange platforms (see Section Exchange Value)
The Investment Advisory Committee also intervenes during the subscription period and at the end
of the Public Token Offering
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During the subscription period of the Public Token Offering the Committee oversees subscriptions
and verifies the interim calculations of the Amount Effectively Collected by WPO
At the close of the Public Token Offering
bull The Committee verifies the final calculation of the Amount Effectively Collected by WPO and
in the person of its chairman puts its sign
a public declaration
bull The Committee in the person of its chairman conducts the due diligence required for the
opening of the escrow accounts or where applicable repays funds to the subscribers
Founder members
Chairman
bull [A civil society personality independent of WPO will be appointed before the Public Token
Offering]
Members WPO Professionals
bull Alexandre Bertrand Manging Director Digitalisation and Data - Linkedin
bull Youri Pasquier Information Systems Director - Linkedin
bull Alban Jehu Technical Product Manager Optimisation amp Innovation Group - Linkedin
Members Independent Experts
bull Imtiaz Adam Founder and Director of the Machine Learning Department at Deep Learning
Strategies Ltd - Linkedin
bull Philipp Schulden COO of the Frankfurt School Blockchain Center (FSBC) - Linkedin
Members WPO clients GreenToken subscribers
bull AREAM Renewables (1 member) - Markus Voigt - Linkedin
bull GOODYIELDS CAPITAL (1 member) - Christian Auer - Linkedin
72 Subscribers to whom the offer is addressed and any restrictions
For the Public Token Offering priority is given to natural and legal persons residing in France
individuals associations professionals companies or communities etc wishing to access the goods
and services offered today and in the future by WPO and the GreenToken Network
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America
No action has been taken or will be taken by WPO to obtain any licence authorisation visa approval
or other form of authorisation prior or subsequent from any foreign authority for WPO GreenTokens
Authorisation
the dissemination of all or part of this Information Document in a country or jurisdiction where such
an Authorisation is required Accordingly GreenTokens may not be offered or transferred directly or
indirectly nor may this Information Document or any circular prospectus presentation advertising
or other offering material concerning the GreenTokens may be distributed in whole or in part from
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or to a destination or published in a country or jurisdiction where such action is prohibited or for
which such Authorisation is required for WPO the Information Document andor the GreenTokens
In this regard WPO has not taken any action to allow the GreenToken Public Offering or the
distribution of the Information Document in a jurisdiction other than France In addition no one is
permitted to disclose information or make statements regarding the issuance or sale of GreenTokens
other than that contained in the Information Document
Accordingly whether directly or indirectly GreenTokens will not be offered or sold and the
Information Document and any other document relating to the Public Token Offering may not be
distributed or published in any other jurisdiction that requires such an Authorisation for WPO andor
of the GreenTokens A description of some of these restrictions on the offer and sale of GreenTokens
and the distribution of this Information Document is provided in PART 9 - APPLICABLE LAW
RESTRICTIONS AND JURISDICTION
The subscription of GreenTokens implies in particular an undertaking is given to WPO not to transfer
GreenTokens andor the Information Document in countries requiring an Authorisation In addition
the subscription agreement implies a commitment to stipulate in any contract for the transfer of
GreenTokens to a third party for the benefit of WPO that the beneficiary of this transfer will not
transfer GreenTokens andor the Information Document in countries requiring an Authorisation for
GreenTokens andor for the dissemination of all or part of this Information Document
8 GreenToken Project Business Plan
81 Our objectives at a glance
Figure 19 5-year growth objectives
Objectives 2019 2020 2021 2022 2023 2024 TOTAL
GROW GW 5 7 9 19 72 216 216
TWh 10 13 16 36 149 435 660
SCALE-UP Team 73 77 87 88 154 209 209
CASH EUR (millions) 6 8 9 16 42 107 189
Cumulatively over five years we intend to
bull GROW oversee a portfolio of 216 gigawatts and certify 660 terawatt hours of production
through Our new certified goods and services
bull SCALE-UP employ 209 professionals among the most experienced and passionate
professionals in the sector
bull CASH generate 189 million euros in revenue and cash flow from the sale of GreenTokens to
finance all of the above transactions The funds collected during the Public Token Offering
(assuming the Target Amount is reached) are factored in for 2020 and 2021
The Public Token Offering is the real lever of launch of the GreenToken
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82 Timeline
With the onset of digitalisation WPO acquires vast amounts of Production Data from renewable
energy sources and monetises this data through Blockchain technology and Artificial Intelligence
Figure 20 Timeline
83 GreenToken Project Timeline
Initiated in the winter of 2018 the GreenToken Project was developed with the support of our clients
our supervisory authorities and our partners across Europe
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access the Production Data the ability to sell GoCert certificates and GreenTokens have been
validated
A Private Token Sale has been under way since April 2019 and the Public Token Offering is expected
between September and November 2020 The aim is to deliver the GreenTokens and complete the
Listing of the Tokens by the end of 2020 and to deliver the Minimum Viable Consortium of the GoCert
certificate and issue the first GoCert certificates in 2021
Figure 21 GreenToken Project timeline
2018 January Launch of the GreenToken Project
June Proof of Concept (POC) of GoCert certificates and GreenTokens with DAG
technology
July Administrative approval by the French Directorate-General for Energy and
Climate (DGEC)
August Administrative approval by the Swedish Energy Agency
(Energimyndigheten)
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September Vote at first reading of the PACTE law governing in particular the regime
for public token offerings in France
December Tax validation by the Tax Legislation Directorate (DLF)
2019 January
Administrative approval by the DG for Competition of the European
Commission
February Administrative approval by the DG for Energy of the European Commission
April First Private Sale of GreenTokens through simple Vesting to a French buyer
May - Promulgation of the PACTE law governing ICOs in France
- Sale of the first GoCert certificates to F2A
June Administrative approval by the Irish Department of Communications
Climate Action and Environment (DCCAE)
July 900 megawatts supervised by WPO secured under the Services-For-Data
contract model
August
- First Private Sale of GreenTokens through annualised Vesting over ten
years in France Germany Finland Italy and Sweden for wind and solar
power plants
- First gigawatt serviced by WPO and secured under the Services-For-Data
contract model
October First Private Sale of GreenTokens through simple Vesting to German
institutional buyer
November
- First Private Sale of GreenTokens through annualised Vesting over five
years in the United Kingdom for a wind power plant installation
- Audit of the WPO order book by the Statutory Auditor
December Security audit of WPO Information Systems
2020 January
fully subscribed in less than 24
hours
April Security audit of the Distributed Ledger Technology (DLT) - underpinning
GreenTokens
May - Obtention of the optional visa ICO20-189 from the AMF
- Opening of the reservation of GreenTokens
July parametering in compliance with the
provisions contained in this Information Document
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August Proof of Concept (POC) of the GoCert certificate under Tezos technology
September Opening Tuesday 8 September
October Public Token Offering (See Time frame of the Public Token Offering)
November
Closing Thursday 12 November
- Publication of the result of the Public Token Offering
- Issuance of the GreenTokens and if applicable cancellation (destruction)
of unsold GreenTokens
December
- Attribution of GreenTokens to subscribers
- GreenGreenToken listing
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
2021 March
- Delivery of the Minimal Viable GoCert Consortium
- Issuance of the first GoCert certificates
Figure 21 GreenToken Project timeline
See also Sections Time frame of the Public Token Offering and GreenTokens time frame of use
84 Milestones
Technical In 2018 and 2019 our Blockchain-pilot produced 110000 GoCert1 certificates representing 110
gigawatt hours of green electricity production from ten wind sites in France We secured the ability
to issue around 15 million GoCert1 certificates representing 1500 gigawatt hours from nearly 200
wind and solar photovoltaic sites operating in 7 European countries
Figure 22 Example GoCert certificates produced by WPO
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In 2020 we doubled this ability to issue GoCert1 certificates to reach a volume of 3000 gigawatt
hours We produce proof of concept of the GoCert certificate in PoS technology (eg Tezos)
Regulations The GreenToken Project is intended to operate in all countries where WPO already services wind and
solar power plants regardless of the outcome and where applicable the terms of Brexit (see Section
Legal and regulatory aspects specific to WPO or the GreenToken Project)
In particular the Competition Directorate of the European Commission has informed us that
Furthermore we are expanding our consultations with the administrations of each Member State of
the European Union based on the progress of our commercial deployment
Taxes We received a statement (tax rescript) from the Tax Legislation Directorate of the French Ministry of
Economy and Finance approving our proposal to process VAT on GoCert certificates and
GreenTokens for WPO and their buyers See Section Tax regime applicable to the holding of
GreenTokens in France for French subscribers)
Accounting The sales of GreenTokens recorded in 2018 and 2019 were certified by the Statutory Auditor as part of
its audits of the WPO financial statements (see Section
accounts)
Sales More than 1000 megawatts of new Services-For-Data mandates were signed in a year and a half with
for example the producers AALTO POWER BALLAMAN ENERGIE PARTAGEE and TOTAL QUADRAN
(TOTAL group)
Today Services-For-Data is deployed in seven countries (France Germany Finland Ireland Italy the
United Kingdom and Sweden) for all types of wind and solar photovoltaic installations
Our first GreenTokens were sold for example to EacuteNERGIE PARTAGEacuteE a subsidiary of the alternative
green energy supplier ENERCOOP to the local community
infrastructure funds AREAM RENEWABLES and GOODYIELDS CAPITAL and to the UK local
community producer WINDCLUSTER The total amount of commitments to purchase GreenTokens
thus contracted is 16 million over the period 2020-29 The contract model used is the standard
contract for the sale-purchase of GreenTokens through simple or multi-year Vesting
to WPO and
participate in the WPO certificate system without affecting their entitlement to receive
European Commission Directorate-General for Competition (Unit B2 - State aidEnergy
and Environment) on 25 January 2019 (Email)
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Other institutional clients of WPO have signed options to purchase or have expressed intentions to
purchase GreenTokens For example the German infrastructure fund PRIME CAPITAL and Irish fund
NTR The total amount of options for the sale-purchase of GreenTokens is 14 million over the period
2020-29
9 Fees related to the Public Token Offering
WPO has financed the GreenToken Project for two years using self-financing and short-term debt
bull In 2018 WPO self-funded the launch of the GreenToken Project for an amount of 361457 for
875 of Private Token Sale
bull In 2019 WPO self-funded the GreenToken Project for an amount of 204096 for 216271 of
Private Token Sale
bull In January 2020 WPO completed a bond issue14 of 600000 which was fully subscribed in
less than 24 hours as part of a crowdfunding facility for among other things pre-financing
the development of the GreenToken and the Minimum Viable Product of the GoCert
certificate
Part of the funds received from the Public Token Offering will cover these costs (see Section Allocation
of funds and Digital Assets collected)
14 The bond issue to accelerate WPO Innovation launched on the crowdfunding platform LENDOSPHERE (wwwlendospherecom) wwwlendospherecom under the reference P1531 in January 2020 (Source)
The sale of GreenTokens effectively invoiced and paid for in 2019 amounted to 216000
plus a total contracted purchase amount of 16 million and purchase options of
14 million over the 2020-29 period to be delivered from the Reserve
All the GoCert certificates issued in 2018 were sold to French company F2A at the
exchange rate of four GoCert certificates for one GreenToken (ie 110000 GoCert
certificates for 27500 GreenTokens)
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10 Allocation of funds and Digital Assets collected and
use of self-held tokens
101 Use of self-held tokens
- e GreenTokens attributed to WPO as part of the Project
when the tokens are issued and allocated to the Reserve together with the GreenTokens that WPO
buys back
The governance of self-held tokens and the information to the public of their use comes under the
Obligations and capacities of the Committee
Use of the GreenTokens Reserve Part of the GreenTokens issue is allocated to the Reserve The Reserve holds the initial amount of
GreenTokens defined in the Section Allocation structure plus any unsold tokens from the Private
Token Sale
This Reserve held by WPO is intended to meet the demand for GreenTokens of the Services-For-
Data long-term buyer category The price of WPO services is set at the market value in legal tender
currency and the price of the GreenToken is set at its Nominal Value
In the event of a lack or excess of liquidity of the GreenTokens WPO will act reasonably and may use
the Reserve to at its discretion and after giving notice to the Investment Advisory Committee
purchase and sell GreenTokens
When a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled As a
result the Reserve is expected to run out within 5-10 years (see Section Organise the expiry of
GreenTokens)
Redemption of GreenTokens by WPO Anyone - historic or new client data holder or not - will be able to exchange their GreenTokens for
WPOs new goods and services
It will be possible to pay in whole or in part for the goods and services in legal tender currency andor
with GreenTokens at their Utility Value
Thus on the date of invoicing by WPO and
bull before the Token Listing the Utility Value is equal to the Nominal Value ie one (1) euro
bull after the Token Listing the Utility Value will be the lower of one (1) euro and the Exchange
Value as illustrated in Figure 23 below
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Figure 23 Redemption of the GreenToken by WPO at Utility Value (non-contractual example)
Finally when a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled
(see Section Organise the expiry of GreenTokens)
102 Allocation of funds and Digital Assets collected
Highly innovative the success of the GreenToken Project requires strong commercial investment
Figure 24) and of course technological investment (see
Figure 24) for at least 24-36 months
To support the growth of its Data Lake WPO must quickly recruit new staff to work in its historical
Figure 24) while GoCert certificate sales will only begin once the
governance of the GoCer Figure 24)
Our new certified goods and services are promoted by a sustained marketing and communication
strategy (se Figure 24)
The Project Management and Legal Works undertaken and Financial Costs incurred associated with
all the transactions represent the overheads of the GreenToken Project (see the corresponding three
lines Figure 24)
Finally Community actions will be undertaken as soon as the Target Amount (Target) has been
Community a Figure 24 These Community actions are not-for-profit
investments in local community or participatory initiatives in support of the Energy Transition They
are placed under the authority of the Investment Advisory Committee
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Figure 24 Allocation of funds and Digital Assets collected according to the amount reached
AMOUNT COLLECTED
USES
SOFT-CAP
15m
TARGET
5m
HARD-CAP
10m
Business Development
To enable the deployment of Data Services and the GreenToken Network on a large scale
25 29 25
Technology
For the development and implementation (Design Build Test Deploy) of DLTs underpinning the issuance of GreenTokens and GoCert certificates
25 20 15
Recruitment
siness activities 25 20 20
Governance
To create and then frame (Plan Launch Articulate) the GoCert Consortium within the meaning of its governance - on-chain (directly executed by the code and Smart Contracts) - off-chain (executing in committees between founding players)
5 10 5
Marketing amp Communication
To promote and enhance the value of GreenTokens and GoCert certificates 5 10 10
Legal Works
5 5 4
Project Management
For the Project management including the Strategic Committee Investment -ordination of the
GreenToken Network
5 5 4
Financial Costs
Interest fees and commissions due in respect of the financing
exchange risk part of the bond issue carried out in January 2020 and the escrow and Lock-up fees associated with the public offering
5 2 2
Community actions
Non-for-profit investments purpose in local community or participatory initiatives in support of the Energy Transition representing 15 of the amount collected from the first euro beyond the Target Amount (Target) when the Tokens are offered to the public
0 0 15
If the Target Amount (Target) is reached the detailed allocation of funds and Digital Assets collected
during the Public Token Offering breaks down as shown in Figure 25 on the next page
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Figure 25 Allocation of funds and Digital Assets collected in euros (where Target Amount is reached)
Financial requirements for the development of the Project and any financing
already obtained
Figure 26 details the funding needs and corresponding resources (already obtained or to be obtained)
in the event that the Target Amount is reached
Figure 26 GreenToken Project Funding (where Target Amount is reached)
NEEDS EUR
(thousands) RESOURCES
EUR (thousands)
Business Development 1500 Self-Financing (including Private Token Sale)
566
Technology 1030 Grant public support 0
Recruitment 1030 Public Token Offering (ICO) 5000
Governance 500
Marketing amp Communication 500
Legal Works 250
Project Management 250
Financial Costs 100
Repayment short-term debt 600 Short-term debt (Lendosphere crowdfunding) 600
Contingencies (7 ) 406 Other liabilities 0
TOTAL (NEEDS) 6166 TOTAL (RESOURCES) 6166
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PART 3 - RIGHTS AND OBLIGATIONS ATTACHED TO
GREENTOKENS
1 The GreenToken
The token offered in the public offering is the GreenToken and its code is GTK
Figure 27 GreenToken logo
11 Rights and uses of the GreenToken
The holding of GreenTokens that correspond to the classification of Utility Tokens within the meaning
of article L54-10-1 1deg of the CMF entitles their holders to acquire the certified goods and services of
WPO and the GreenToken Network This right if exercised enables holders to exchange their
GreenTokens for GoCert certificates
Figure 28 Use of GreenTokens
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GreenToken Network A network of professional partners engaged in the operation and optimisation of the energy sector
and that accept GreenTokens is being established It is the GreenToken Network
To date and subject to the success of the public offering the members of the GreenToken Network are
bull AREAM RENEWABLES Infrastructure Fund owner of wind and solar power plants
bull BCS ASSURANCES insurance broker
bull DREHPUNKT software solutions editor
bull ENDIPREV independent maintenance
bull ENRSUR insurance broker
bull GOODYIELDS CAPITAL Infrastructure fund owner of wind and solar power plants
bull SYNERIA independent technical advice
bull TALVEG WIND independent maintenance
bull WIND CLUSTER independent producer
bull WPO asset management for third parties and independent technical advice
The interest for professionals in joining the GreenToken Network is to expand their client base and
volume of business with GreenToken holders through a fit-for-purpose and innovative tool and to
access using GreenTokens the resources of other members of the Network (see Section GoCert1 -
enhanced technical expertise)
Practically a member of the GreenToken Network submits a quote to its client in euros The
client places an order with it The member renders the service and bills for it Its client must
hold (and if necessary acquire) all or part of the value in GreenTokens which will be used for the partial
corresponding GoCert certificates by WPO (See Section Redemption of GreenTokens by WPO)
It will be possible to pay in whole or in part for the goods and services in a currency that is legal
tender andor with GreenTokens at their Utility Value
In exchange for the GreenTokens the member has received it will be able to access the goods and
services of the other GreenToken network members including WPO finally if necessary it will be
able to resell its GreenTokens to the secondary market (see Section GreenToken listing)
Subject to sufficient liquidity of the GreenToken the GreenToken Network is the enabler for the
expansion of the business model (or Tokenisation) launched by WPO and this also applies to its entire
professional ecosystem
Within 24 to 36 months of the Public Token Offering we expect the GreenToken Network to achieve
the maturity and diversity required to contribute significantly through the use of the GreenToken to
the acceleration of the Energy Transition
Difference between GreenTokens and GoCert Certificates GoCert certificates underpin Our new certified goods and services To acquire GoCert certificates it is
necessary to purchase GreenTokens
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Only GreenTokens are offered for public subscription under the Public Token Offering and will be
listed on a Digital Asset exchange platform
GoCert certificate Price WPO will apply a catalogue price for each type of GoCert certificate in euros and the buyer will have
the ability to pay for them with GreenTokens whose equivalent value in euros is the Utility Value
On the date of the Public Token Offering and for the year 2020 the price of a GoCert certificate is set
at 025 euros excluding tax which corresponds to the lower range of prices for comparable energy
certificates15
The price of each GoCert certificate sold or for sale in 2020 is fixed at 025 euros
Subsequently WPO may after a public declaration of the Investment Advisory Committee
periodically establish and if applicable revise the value of the GoCert certificate according to its type
(see Section Our GoCert) and market prices on the Certificate Markets
In addition to these prices transaction fees (eg issuance transfer custody andor execution of
certificates) and annual fees (eg admission to the register admission to tender registration of a
facility) are applied by WPO
12 GreenToken technology
GreenToken Distributed Ledger Technology The GreenToken is developed on the ERC20 protocol of the Ethereum network In particular it is
freely transferable to any person identified on the Ethereum network
Tradability To date more than four out of five initial coin offerings in the world (82 ) have been made on the
Ethereum network
The Sales Ether (code ETH) is listed on nearly 80 Digital Asset exchange platforms and accepted by
more than 400 trading places worldwide The daily volume traded in ETH is in the order of 14 billion
euros and the market capitalisation (marketcap) of Ethereum is in the order of 17 billion euros
making it the second most used cryptographic protocol after Bitcoin (code BTC)16
Energy consumption Electrical energy consumption related to GreenToken activity is of course an essential concern for
WPO
To date a transaction on the Ethereum network represents an electric consumption of around 29
kilowatt hours (kWh)
15 Source) 16 Figures shown on the Coinpaprikacom site on April 16 2020 at 2330 Paris time (Source)
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Ethereum plans to change its proof-of-work (PoW) algorithm to a proof-of-stake (PoS) algorithm
called Casper which is a significantly more energy efficient approach This change is announced for
2020
The Investment Advisory Committee will include in its annual report an estimate of the consumption
of electricity related to GreenToken activity using the Ethereum Energy Consumption Index
(Source) or equivalent index as reference indicator
Technology changes Technologies relating to the Distributed Ledger Technology (DLT) rapidly change so WPO reserves
the right to opt for a more energy-efficient technology provided all other performance indicators are
at least equivalent It cannot be ruled out that WPO decides to migrate to Tezos (code XTZ)17 in the
medium term
Any technology change assessment will be carried out by WPO and its advisers and will be subject
to the approval of the Investment Advisory Committee Technologies will be assessed mainly on the
basis of security criteria (IT geopolitical regulatory) performance (speed cost and energy
consumption) marketing (control conservation and token broking) and interoperability with the
GoCert certificate
The public will be informed in advance of such a project and the various communications will detail
the conditions for porting andor additional issuances of GreenTokens of one network or another and
the associated risks
13 Division of GreenTokens
GreenTokens can be divided into billionths ensuring better liquidity
Figure 29 Fractionation of GreenTokens
Fraction 0 1 2 3 4 5 6 7 8 9
Name GTK DGTK CGTK mGTK - - microGTK - - nGTK
Value 1 10-1 10-2 10-3 10-4 10-5 10-6 10-7 10-8 10-9
Prefix - deci- centi- milli- - - micro- - - nano-
14 Cancellation of GreenTokens
The GreenTokens allocated to the Public Token Offering and that remain unsold are cancelled
(destroyed) within eight days of the closing of the Public Token Offering
See also the Section Allocation structure and Section Redemption of GreenTokens by WPO
17 COINHOUSE 8 April 2019
(Source)
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2 Operating costs of the GreenToken
21 Subscription in currency that is legal tender
Subscribers subscribing to the GreenToken Public Offering in currencies that are legal tender bear
the costs associated with their subscription
The applicable fees are any fees and commissions applied by their own payment providers (banks
credit and payment card organisations foreign exchange agents etc) and the fees applied by the
operator of the EQUISAFE subscription platform These will be indicated at the time of confirming
the purchase of GreenTokens and will appear on the invoice issued for each subscription
22 Subscription in Digital Assets
Subscribers subscribing to the GreenToken Public Offering in Digital Assets bear the costs associated
with their subscription
The applicable fees are any fees and commissions applied by their own service providers (eg Digital
Asset exchange platforms brokers banks foreign exchange agents etc) underlying network fees
(Gas) and fees applied by the operator of the EQUISAFE subscription platform These will be indicated
at the time of confirming the purchase of GreenTokens and will appear on the invoice issued for each
subscription
23 Why does WPO not bear the subscription fee
By choosing the most accessible Minimum Subscription Threshold WPO is liable to pay fixed and
variable costs which combined would negatively affect the Amount Effectively Collected for the
GreenToken Project
As we want each subscription to have a useful impact on the Energy Transition we choose to leave
each subscriber to decide whether he or she agrees to help us by keeping the subscription costs at
his or her own expense
We also choose to apply a single subscription fee rule because for WPO subscriptions made in euros
Bitcoins or Ethers are of equal importance to the success of the GreenToken Project
24 Issuance of GreenTokens
The costs associated with the initial issuance and transfer of GreenTokens to their subscribers are
borne by WPO
These costs consist of any charges and commissions applied by the underlying network charges (Gas)
and the fees applied by the operator of the EQUISAFE subscription platform excluding fees and
commissions applied by the exchange platforms
brokers banks foreign exchange agents etc)
25 Lock-up of GreenTokens
If applicable the Lock-up custody fee is paid by WPO (see Section Conditions of custody of
GreenTokens held by subscribers
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26 Subsequent operation of GreenTokens
Once issued to subscribers GreenTokens do not incur any WPO fees
Third-party custody fees may apply according to the terms and conditions for the safekeeping of the
GreenTokens held by the subscriber
WPO informs subscribers that subsequent transaction fees will most likely be applied to the transfer
of GreenTokens by third parties involved in these transactions as is generally applied to the transfer
of Digital Assets
3 Previous GreenToken issues
No tokens have yet been issued by WPO
4 Rules and conditions for use and operation of
GreenTokens
41 Principles
The purchase or subscription of GreenTokens is subject to a number of conditions and in particular
bull eligibility conditions in relation to WPOs obligations to identify buyers or subscribers in the
context of inter alia the AML-CFT procedure and the due diligence obligations to which WPO
is subject and
bull Agreement
bull compliance with the General Terms and Conditions of Use of GreenTokens available on the
EQUISAFE site and to be accepted prior to the acquisition of GreenTokens
42 The Agreement
Regardless of the method of acquisition used (through the General Terms of Use or otherwise) the
subscriber or buyer of GreenTokens in the context of this Public Token Offering Buyer
required to comply with a number of obligations to ensure the security of the Project The purpose of
these obligations is to ensure security for everyone
Any subscriber or buyer in connection with the Public Token Offering is therefore invited to read
in particular the commitments below which will be in substance those which it must take in the
Agreement
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General commitments (a) The Buyer agrees not to distribute in any way whatsoever all or any part of the Information
Document in any country or jurisdiction where such distribution is prohibited or requires an
Authorisation for WPO the Information Document andor GreenTokens
(b) The Buyer agrees not to transfer in whole or in part regardless of the form or terms of such
transfer (assignment contribution donation other Transfer
GreenTokens or the rights attached thereto in any country or jurisdiction where such Transfer
is prohibited or requires the Authorisation of WPO the Information Document andor the
GreenTokens In particular but not exclusively the Buyer agrees not to transfer the
GreenTokens andor a right to a GreenToken to an
i any private person resident in the United States
ii any partnership or company organised or incorporated in accordance with US
law
iii any property of which the executor or administrator is an American citizen
iv any trust whose agent is a US citizen
v any agency or branch of a foreign company based in the United States
vi any non-discretionary or similar account (other than a trust or property) held by
a broker or other trustee for or on behalf of an American citizen
vii any discretionary or similar account (other than a trust) held by a merchant or
other trustee who is organised constituted or (if it is a natural person) resident in
the United States
viii a partnership or company if
(aa) it is organised or constituted in accordance with the law of a foreign
jurisdiction and
(bb) it is constituted by a US citizen primarily for the purpose of investing in
unlisted securities under the United States Securities Act of 1933
unless it is organised or established and held by accredited investors
who are not individuals trusts or real property
(c) The Buyer agrees not to initiate or participate in any legal action arbitration proceedings or
to make an application to any other dispute resolution body in France or abroad (i) against
WPO in the event of total or partial non-performance of the WPO Products non-deployment
or non-performance of the Project even if its GreenTokens have lost all or part of their value
provided that WPO has respected its duty of best endeavours of substantially putting in place
the Project in the form described in the Information Document andor (ii) in any event
against WPO affiliates (including senior executives and employees of WPO affiliates) agents
Other Persons
Identified Identified Persons
the Information Document
(d) The Buyer agrees not to Transfer (including acquiring selling transferring assigning even
free of charge) GoCert certificates for use in support of a commercial offer made by an
electricity supplier to its end consumers to show the share or quantity of energy produced
from renewable sources contained in this offer
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(e) The Buyer agrees to comply with French law and all applicable laws and regulations in each
jurisdiction in or from which heshe transfers a GreenToken a right to a GreenToken andor
all or part of the Information Document or if the foregoing is transferred to himher
(f) The Buyer agrees to return the Information Document to WPO who shall be entitled to
request its return at any time The Information Document and its content may not be
reproduced or used in whole or in part or disclosed by the Buyer to a third party other than
its legal financial or tax adviser provided that they are themselves subject to the same
Specific commitments The mechanism below known as
purchasing GreenTokens to ensure that the commitments it makes to the Identified Persons are also
made by the buyer to whom it transfers GreenTokens The purpose of this mechanism is to secure
the entire GreenToken ecosystem
(a) The Buyer agrees to stipulate as stipulator in accordance with the provisions of article 1205
of the French Civil Code to any person to whom it transfers a GreenToken or a right to a
Transferee ) in the capacity of promisor for the benefit of each Identified
Person as a beneficiary of this stipulation for the benefit of third parties that the Transferee
irrevocably
i undertakes the same commitments as those undertaken by the Buyer under this
Sect
benefit of the identified Persons and
ii makes the same representations as those made by the Buyer in the Agreement
for the benefit of the Identified Persons
the Stipulation
(b) the Buyer as stipulator waives its right to revoke this provision at any time
(c) the Buyer acknowledges as stipulator and WPO acting as a beneficiary for its own benefit as
well as that of all other beneficiaries that the Stipulation becomes irrevocable between the
Buyer as stipulator and the Persons identified as beneficiaries on the date of this Agreement
(d) the Buyer agrees that each Transferee expressly waives its right of revocation of any of its
and conditions of
token or a right to a GreenToken
Indemnification The Buyer agrees to indemnify upon first request any Identified Person for all damages liabilities
compensation financial losses costs disbursements and direct or indirect damages that such
Identified Person has suffered as a result of any breach by the Buyer of such general andor specific
commitments
Subject to the foregoing the Buyer agrees to indemnify the Company in the event of gross
negligence or wilful misconduct under the Agreement
These provisions shall survive termination of the Agreement for a period of ten (10) years
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43 General Terms and Conditions of Use
The General Terms and Conditions of Use set out the terms and conditions of use of the site for the
purchase of GreenTokens The General Terms and Conditions of Use will be available on the
EQUISAFE and WPO websites at the Creation of the User Account stage
5 System on which GreenTokens will be registered
The description of the Distributed Ledger Technology (DLT) on which the GreenTokens will be
registered is specified in the Section GreenToken technology and in the Section PART 6 - TECHNICAL
TERMS AND CONDITIONS FOR THE ISSUE OF GREENTOKENS
6 GreenTokens time frame of use
61 Issuance
The GreenTokens will be issued on the business day following the Publication of the outcome of the
Public Token Offering if the Minimum Amount (Soft-cap) has been reached in accordance with the
Time frame of the Public Token Offering
62 Use
Initially WPO will accept GreenTokens issued as a means of exchanging its new certified goods and
services immediately after the of the Section
GoCert1 - enhanced technical expertise)
We are currently establishing a network of partners of our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchange for their own goods and
services
63 GreenToken listing
The listing of the GreenToken is already pre-secured18 on the French Digital Asset exchange platform
SAVITAR (wwwsavitario)
Subject to the minimum amount (Soft-cap) being reached the first Listing of the Token is scheduled
for the day after the date of publication of the results of the Public Token Offering
Subject to sufficient liquidity the GreenTokens will then be exchangeable between participants
against the other Digital Assets or currencies listed on the platform The Exchange Value will depend
on the level of supply and demand
The conditions for admission of participants and the operation of the Digital Asset exchange platform
are specified on the website wwwsavitario Prior to any use of its services it is important to refer to
the terms and conditions of use of SAVITAR
18 According to the letter of intent signed between WPO SAS and Exchange SAS on 11 February 2020
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7
accounts
71 Monitoring of the token issue using the accounting annex as per
French gaap
The GreenTokens will be issued on the day following the publication of the result of the Public Token
Offering if the Minimum Amount (Soft-cap) has been reached At this time we will proceed with
allocating the GreenTokens shown in the Section Allocation structure according to the following
eight steps which will be included in the notes to the financial statements
Issue of the Quantity
Step 1 Issue of the Quantity of GreenTokens (15 million tokens)
Allocation in connection with the Public Token Offering
Step 2 Deduction of the [X] GreenTokens subscribed for in the Public Token Offering (maximum allocation of 11 million tokens)
Step 3 Destruction of the non-subscribed GreenTokens of the allocation for the Public Token Offering (= 11 million tokens - [X])
Allocation to the Reserve
Step 4 Deduction of the 3 million GreenTokens allocated to the Reserve
Allocation for the Private Token Sale
Step 5 Deduction of the [Y] GreenTokens subscribed for the Private Sale (maximum allocation of 900 thousand tokens)
Step 6 Allocation of non-subscribed GreenTokens to the Reserve (= 900 thousand tokens - [Y])
Allocation for the free distribution to WPO employees
Step 7 Deduction of the [Z] GreenTokens distributed for free to WPO employees (maximum allocation of 100 thousand tokens)
Step 8 Allocation of undistributed GreenTokens to the Reserve (= 100 thousand tokens - [Z])
72 Monitoring subscriptions through accounting
The GreenTokens subscribed for shall be recorded in various recoverable liability accounts (EUR
account BT
counterpart for the Cryptocurrencies collected (account 5205)
During the Private Token Sale During the Private Token Sale accounting entries are made as and when sales occur 2018 and 2019
During the Public Token Offering During the Public Token Offering accounting entries are made on a weekly basis except in the following cases where the accounting entries are made on a daily basis (
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bull The first five days following the opening of the Offering to the Public bull The last five days before the closing of the Offering to the Public bull If applicable when approaching the Minimum Amount (Soft-cap) or the Maximum
Amount (Hard-cap)
Funds in currencies that are legal tender will be confined to the LEMON WAY Payment Service
Provider until as the case may be their payment to the Escrow Account of the UZES Financial
Custodian or their repayment
il where applicable
repayment
Collected funds in currencies that are legal tender and Cryptocurrencies will be recorded in an
aggregated manner (and not by subscriber) in WPO accounts
The cases of freezing of assets or rejection of a subscription shall be managed at the level of the
Custodians and no accounting entries shall be entered by WPO
GreenTokens taken to the Reserve not proposed for subscription will not be recorded under assets
but will be shown in the notes to the financial statements
At the end of the Public Token Offering
If the Minimum Amount (Soft-cap) is not reached
A deduction is made in the amount recognised in the various recoverable liability accounts with a
cash counterpart in euros or in Cryptocurrencies collected which is repaid (see Section Refunding of
Subscribers)
If the Minimum Amount (Soft-cap) is reached and up to the Maximum Amount (Hard-cap)
The amounts recognised as recoverable liabilities are transferred to deferred income which is then
the subject of a release of the escrow accounts and a transfer to the WPO accounts (see Section End
of subscription period and restitution)
If the Maximum Amount (Hard-cap) is exceeded
A deduction is made in the amount recognised in the various accounts of recoverable debts with an
excess cash counterpart in euros or an excess counterpart in Cryptocurrencies which is repaid (see
Section Refunding of Subscribers)
Use of GreenTokens in exchange for WPO goods and services
After the issue WPO will recognize on the liabilities side of its balance sheet the total amount of
services remaining to be provided in return for GreenTokens in the form of deferred revenue on
issued tokens The sale of goods or services will give rise to the issue of invoicing in euros which will
trigger the reversal of deferred products in return for the turnover of the number of GreenTokens
used The amount of reversal and turnover corresponding to the goods and services produced will be
equal to the number of GreenTokens used multiplied by the Subscription Price which will be
determined according to the FIFO method in application of article 619-7 of the regulations of the
Accounting Standards Authority (ANC) on the issuance and holding of tokens
At the end of the use by the bearers of the entire quantity of tokens issued in exchange for goods and
services the products recorded in advance will have been reversed
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PART 4 - RISK FACTORS
1 Economic risks
11 Risk of partial or total loss of investment
During the GreenToken Public Offering If the Public Token Offering does not meet its target (Non-
Achievement of Minimum Amount (Soft-cap)) subscribers will be fully reimbursed for the amounts
of their subscriptions less any transaction and commissioning costs related to transactions by which
funds are collected and held in escrow
After the GreenToken Public Offering To the extent that it is not certain whether the Project will be
carried out in whole or in part or even whether there will be any interest in the products and services
linked to the Project subscribers are advised that the value of the GreenTokens is not guaranteed
and can rise or fall even to zero Subscribers should not subscribe for GreenTokens if they are unable
to bear the consequences of such a loss
There is no guarantee that the Project will be fully or partially completed and more generally there
is no guarantee that subscribers will be able to resell their GreenTokens or that the GreenTokens will
enable them to obtain products or services other than those covered by the Project
12 Foreign exchange risk in particular to the Euro or any foreign
currency borne by the subscriber
The GreenTokens can only be subscribed for in euros Bitcoins or Ethers If the Public Token Offering
achieves its threshold target (Achievement of the Minimum Amount (Soft-cap)) then the
subscriptions thus made will be in whole or in part converted to reach and retain an amount in euros
equal or by default approaching at most the Minimum Amount (Soft-cap) Subsequent conversions
could be deferred pending a favourable exchange rate and the Project could in whole or in part be
delayed accordingly
The subscriber alone bears the cost and risk of converting the value of hisher subscription from a
currency(ies) that are legal tender or from Cryptocurrency(ies) to the subscription currency or
Cryptocurrency(ies) ie euros Bitcoins or Ethers
If the Public Token Offering achieves its threshold target (Achievement of the Minimum Amount
(Soft-cap)) the risk of a change in the exchange ratio to euros of the Digital Assets collected in Bitcoin
and in Ether between the subscription value date and the closing value date of the offering is borne
by the subscriber This means that the number of GreenTokens specified when subscribing in
Cryptocurrency (BTC or ETH) may differ from the amount of GreenTokens effectively exchanged with
it on the closing date of the offering
Example If on the subscription date 1 Bitcoin is worth 1000 euros and 1 GreenToken is worth 1 euro
(non-contractual values indicated to simplify without any applicable charges or commissions)
- If at the close of the offering to the public 1 Bitcoin is still worth 1000 euros the
subscriber will obtain 1000 GreenTokens
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- If at the close of the offering to the public 1 Bitcoin is worth no more than 500 euros the
subscriber will ultimately obtain only 500 GreenTokens
- If at the close of the offering to the public 1 Bitcoin is worth 2000 euros the subscriber
will ultimately obtain 2000 GreenTokens
Similarly in case of repayment repayments are made in the legal tender currency or in the
Cryptocurrency used for subscription either euros Bitcoins or Ethers The risk of a change in the
exchange ratio to euros of currencies that are legal tender (other than the euros) or of Digital Assets
(other than Bitcoins and Ethers) between the subscription value date and the refund value date is
borne by the refunded subscriber
13 Risk associated with the valuation of tokens
ter alia correlated to the value of the services and products
included within the framework of the Project and to the Exchange Value
services and products offered by
professional partners) In the event of the insolvency liquidation or dissolution of WPO (or of the
professional partners of the GreenToken Network) the Utility Value of the GreenTokens could
become zero
The Exchange Value of the GreenTokens for legal tender currencies or for Digital Assets is correlated
to the supply and demand on the Digital Asset exchange platforms
WPO assumes no responsibility for the exchange purchase or resale of GreenTokens on the Digital
Asset exchange platforms
14 Secondary market absence risk
GreenTokens are Utility Tokens that are included in a new class of digitalised assets These assets are
described as Digital Assets within the meaning of the PACTE law In view of the lack of maturity of
the market for the Utility Tokens in France and the rest of the European Union as well as in most
geographical areas of the world the application for the GreenTokens to be listed on the Digital Asset
exchange platforms may not be accepted Thus no assurance can be given as to the existence of a
secondary market
If a secondary market for GreenTokens develops this market may not be liquid As a result
subscribers may not be able to sell their GreenTokens easily or at prices that would provide them with
a valuation gain comparable to similar investments benefiting from a developed secondary market
15 Risk of GreenToken market volatility
There is a strong likelihood of volatility in the GreenToken market due to factors inherent to
GreenTokens and to external factors For example the market value of GreenTokens is likely to be
strongly correlated with the value of the main Cryptocurrencies Also in the event of volatility the
market value of GreenTokens could be less than the value of the services to which they give access
or the Subscription Price discounted or not of the GreenTokens
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16 Risk related to the commitments of the subscriber
The subscriber of GreenTokens is subject to a number of obligations In particular the purchase of
GreenTokens requires the purchasers whether following the subscription of the GreenTokens or their
purchase to undertake to (i) not transfer them to purchasers in jurisdictions requiring an
Authorisation for WPO GreenTokens or for the Information Document and (ii) that the persons to
whom they transfer the GreenTokens make the same type of undertaking to WPO and to the other
Identified Persons The subscriber bears the risk of having to indemnify WPO and more generally
the Identified Persons in the event that the transferee fails to respect such an undertaking
17 Risk associated with the use of GoCert certificates
GoCert certificates cannot underpin a commercial offer that an electricity supplier makes to its end
consumers to show the energy contained in the offer is produced from renewable sources
2 Technological risks
21 Risk of errors or security flaws allowing for hacking or theft of the
issuance platform
Hackers or other malicious or criminal groups or organizations may attempt to interfere with the
WPO Information Systems the platform managed by EQUISAFE on behalf of WPO or the
GreenTokens in several ways including but not limited to service denial attacks Sybil attacks
spoofing malware attacks or attacks based on consensus or theft of WPO identification information
In order to reduce these risks Cybersecurity and detection systems for technical malfunctions are
put in place
22 Risk of loss or theft of the vate key
Any subscriber of GreenTokens that holds their GreenTokens in safe keeping themselves must be
careful not to disclose their private keys Any third party who has access to private keys including by
accessing the connection IDs of an electronic wallet or of a vault service used by a token carrier (the
Wallet could steal the GreenTokens andor hack the Wallet
Similarly any subscriber of GreenTokens can only access their Wallet by using their personal
identification information The loss of such identification information could result in the impossibility
of accessing or using the GreenTokens Theft of this identification information could result in the theft
of the GreenTokens In fact any third party who obtains access to the identification information or
s
In order to minimize this risk subscribers must protect themselves against persons who access their
electronic devices without authorisation It is also recommended that the subscribers of GreenTokens
securely store their identification information in one or more separate location(s)
23 Risks related to the monitoring and safeguard of Digital Assets
Despite the efforts made by the COINHOUSE Depository the holding accounts and escrow accounts
(as indicated in Figure 40) allowing the Cryptocurrencies collected in connection with the Public
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Token Offering to be held in escrow are vulnerable to attacks as well as sudden and significant
fluctuations in value Any successful attack or significant fluctuations in value poses a risk to the
subscribers of GreenTokens of losing part or all of their funds
24 Risks linked to the Distributed Ledger Technology (DLT) on
which GreenTokens are registered and the platforms on which
GreenTokens can be exchanged
Consensus algorithms are essential to maintaining the integrity and security of a Cryptocurrency
network They provide the distributed nodes with a means of reaching an indisputable consensus on
the Blockchain register
The Proof of Work (Pow) consensus algorithm is considered one of the most effective solutions
against consensus attacks such as the 51 attack (or majority attack) or other Byzantine attacks Not
only because the network is decentralised but also because the high costs associated with the
mining process make activity by miners with the aim of disrupting the network unlikely Any
successful attack poses a risk to the subscribers of GreenTokens of losing all or part of their funds
A security audit of subscription platform and a compliance audit of the subscription and
issuance process with this Information Document will be carried out by the opening of the Public
Token Offering
Similarly the SAVITAR Digital Asset exchange platform has initiated a continuous security campaign
on the YOGOSHA platform since January 2018 No security flaws have been reported for several
months showing a level of security consistent with current best practices
It is specified that CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario)
provide or could provide one or more services concerning Digital Assets listed in article L 54-10-2 of
the French Monetary and Financial Code Consequently it cannot be ruled out that
CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario) will have to be
registered with the AMF and that the conditions for this registration will not be met Where
applicable WPO may be required to use the services of another exchange platform previously
registered with the AMF The subscriber may have to ensure compliance with these conditions in the
event of a change of platform
However there may be a risk of malfunction inherent to any computer programme and despite the
checks carried out by WPO or its partners a technical failure remains possible The same
considerations should be taken into account in the event of a migration to another Distributed
Ledger Technology (DLT)
3 Risks linked to the Project
31 Risk asso
on the Project or any event that may impact the Project
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Annual Report of the Statutory Auditor specific to the management of tokens over the year In the
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event that the Committee is unable to publish the report the WPO Directorate would take over its
communication obligations until such time that the Committee can resume its work Also the risk
associated with the lack of regular communication by the issuer on the Project or any event that may
impact the Project is low
32 Risk of failure in the launch or technical and operational
development of the Project
The GreenToken is designed to be a service token (Utility Token) to obtain goods or services offered
by WPO in connection with the Project and in particular private production certificates (GoCerts) to
be issued by WPO in connection with the Project The issuance of the GreenTokens and their sale by
WPO is thus intended to enable the Project to be carried out There is no certainty that WPO will be
able to implement the Project under the terms set out in the Information Document or even if the
Project as such will be implemented WPO being bound only by an obligation of best endeavours
for its implementation WPO disclaims any liability and provides no
assurance as to the accuracy and reliability completeness or timeliness of the services offered by
WPO or the results obtained from the use of these services Any change or new fact likely to have a
significant influence on the investment decision of any potential subscriber that occurs between the
AMFs approval and the closing of the offering must be described in an amended information
subscribers with prior information pursuant to article L 552-6 of the CMF and specified in the AMF
Instruction 2019-06 the Project may at any time evolve according to what WPO considers to be in its
best interest in order to implement the Project as set out in the Information Document andor as it
may or may have evolved
33 Risk of material modification of the Project and of rights attached
thereto
We do not anticipate a change in the rights attached to GreenTokens regardless of (i) the commercial
commitments made and (ii) the expected changes in renewable energy development Thus without
change in the laws and regulations in France the GreenTokens once they have been issued will
continue to give access to GoCert Certificates However no assurance can be given as to the adoption
of a European Union text harmonising the legal qualification of Digital Assets and which could have
an impact on the current qualification of GreenTokens and related rights WPO excludes any liability
that such an event could have on the recognition of rights and the value of GreenTokens
34 Risks related to the requalification of the scope of the offering from
the point of view of consumer law
If a court considers that under the consumer law it is not an offering of digital content not supplied
on a material medium but rather a financial service the waiver of the right to withdraw as provided
for in connection with the offering may not meet the legal conditions
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35 Risks related to the lack of visibility on the regulations applying to the
offer of tokens in all jurisdictions in which the tokens will be offered as well
as the taxation applying to the token subscribers
The terms and conditions of offer sale and taxation of GreenTokens are governed by French law in
force on the date of this Information Document and in particular by the provisions of the PACTE Law
for marketing on French territory
No assurance may be given as to the consequences of any court or administrative decision or
amendment of French laws or regulations after the date of this Information Document Such a
decision or change may have a medium to high negative impact on subscribers and have an adverse
effect on the value of GreenTokens
WPO also disclaims any liability for the adoption of a European Union text harmonising the legal
qualification of Digital Assets which may have an impact on the current qualification of GreenTokens
and rights attached thereto
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PART 5 - CHARACTERISTICS OF THE TOKEN OFFERING
1 Number of GreenTokens to be issued
11 Quantity
The Quantity of GreenTokens is set at fifteen (15) million tokens
12 Allocation structure
bull Eleven (11) million GreenTokens are allocated to the Public Token Offering Unsold tokens will
be cancelled (see Section Cancellation of GreenTokens)
bull Three (3) million GreenTokens are allocated to the Reserve held by WPO and planned to
satisfy the mandatory demand for GreenTokens (see Section Our Services-For-Data)
bull Nine hundred thousand (900000) GreenTokens are allocated to the Private Token Sale
Unsold tokens will be placed in the Reserve
bull One hundred thousand (100000) GreenTokens are allocated to the Free distribution of
GreenTokens to WPO employees
Figure 30 GreenTokens allocation
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2 Amounts of the issue
21 Expected Amounts
The objectives of the issue for the Public Token Offering are as follows
Figure 31 Expected amounts of the issue
22 Amount Effectively Collected
At the end of the public offering the Amount Effectively Collected is determined as follows
bull The exchange ratios of the BTCEUR and ETHEUR pairs are recorded by the bailiff one hour
after the closing of the subscription
bull The amount in euros and the number of Digital Assets (BTC and ETH) effectively received on
the custodians escrow accounts shall be recorded by the judicial officer on the sixth working
day at 2pm after the closing of the subscription
bull Based on these findings the Amount Effectively Collected is (i) calculated by WPO (ii)
certified by the Statutory Auditor and (iii) published by the Chairman of the Investment
Advisory Committee at 4pm on the same day (See Section Time frame of the Public Token
Offering)
currencies that are legal tender and the amounts in Digital Assets effectively received on the escrow
accounts of the Custodians up to and including the sixth business day (T+6) converted into euros at
the Exchange Rates applicable on date T The proceeds from the Private Token Sale are excluded
from this sum
23 Exchange Rate
The applicable Exchange Rates for conversions of Digital are the
exchange ratios traded at 100 am in the morning (Paris time) of the following day (T+1) recorded on
the Kraken Digital Asset exchange platform (Source) or equivalent
The Cryptocurrency collected will be converted to euros only after the Public Token Offering (see
Section
or foreign currencies)
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3 GreenToken Subscription Price
31 Subscription Price
The Subscription Price for the GreenToken is set at 095 euros
32 Minimum Subscription Threshold
The Minimum Subscription Threshold is set at 100 euros
33 Discounts offered by category of subscribers
Category A Premium Subscriber Any subscriber without distinction benefits from an additional discount of - 5 of the Nominal Value
for each tranche of 50000 euros of purchases of GreenTokens (cumulative for each beneficial owner)
limited to 50 of the Nominal Value and within the limit of the stock of available tokens
Each half-tranche of 25000 euros of GreenToken purchases is subject to a lock-up period (Lock-up A)
of one month from the Listing of the Token (see Section Conditions of custody of GreenTokens)
Purchase tranche 0 -
50
50 -
100
100 -
150
150 -
200
200 -
250
250 -
300
300 -
350
350 -
400
400 -
450
450 -
500 (in thousands of euros)
Subscription Price A (EUR) 095 090 085 080 075 070 065 060 055 05
Category B Long-term subscriber Subject to making at least 10000 euros of GreenTokens purchases (cumulative for each beneficial
owner) any subscriber without distinction benefits from an additional discount of -5 of the
Nominal Value per lock-up year (Lock-up B ) granted limited to 50 of the Nominal Value and within
the limit of the stock of available tokens (see Section Conditions of custody of GreenTokens)
Lock-up (years) 0 1 2 3 4 5 6 7 8 9
Subscription Price B (EUR) 095 090 085 080 075 070 065 060 055 05
Cumulative discounts The discounts for the categories of subscribers A and B are cumulative and limited to 50 of the
Nominal Value within the limit of the stock of available tokens
Example Laura acquires 78000 euros of GreenTokens She qualifies for the Category A discount She
agrees to a 3-year lock-up period She also qualifies for the Class B discount The Issue Price that
applies to her purchase is Subscription Price A plied by Subscription Price B (3 years)
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Cumulative Lock-up periods Lock-up periods (Lock-up A or B) are not cumulative only the longest of the two applies
Example The subscription of Laura of 78000 euros counts for 3 half-tranches that gives a lock-up
period of 3 months (Lock-up A ) However she also agrees to a 3-year lock-up period (Lock-up B )
therefore the 3-year period (Lock-up B) only applies in this instance
34 Explanations on the setting of the Subscription Price
The GreenToken will have different values during its life cycle The Nominal Value the Exchange
Value the Utility Value and during the Public Token Offering the Subscription Price
Figure 32 Values of the GreenToken over time (Non-contractual example)
Nominal Value
The Nominal Value of a GreenToken is the value of a GreenToken sold by WPO within the specific
framework of the Services-For-Data using the Reserve
In this context [X] euros of services give entitlement to [Y] GreenTokens Thus
bull Before the Listing of the Token the Nominal Value is set at one (1) euro
bull After the Listing of the Token the Nominal Value will be the greater of one (1) euro and the
Exchange Value
Exchange Value The Exchange Value of a GreenToken will be the value of a GreenToken on the secondary market (see
Section GreenToken listing)
In the event of listing on several Digital Asset exchange platforms the Exchange Value of a
GreenToken will be the average exchange value observed on these different platforms on the basis
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of a representative exchange volume measured over a sufficient period prior to the setting of this
value The average exchange value shall be weighted by the exchange volume of each platform
In the event of disagreement over the value the Investment Advisory Committee shall make a public
declaration establishing the Exchange Value
Utility Value See Section Redemption of GreenTokens by WPO
Subscription price The Subscription Price offers a discount to promote the attractiveness of the Public Token Offering
This discount is - 5 compared to the Nominal Value before the Listing of the Token
Additional discounts may accrue for premium andor long-term subscribers
4 Accepted Currencies and Digital Assets
41 Currencies
The currency accepted is Euro (code EUR)(
42 Digital Assets
Accepted Cryptocurrencies are Bitcoin (code BTC) and Ether (code ETH)
43 Exchange ratios with the GreenToken
Currencies The exchange ratio for the [EUR-GTK] pair is equal to the applicable Subscription Price
Digital Assets The exchange ratio is the Exchange Rate applicable on the closing date of the Public Token Offering
as recorded by the bailiff (See Section Time frame of the Public Token Offering) multiplied by the
applicable Subscription Price
5 Steps prior to the Public Token Offering
51 Pre-offering issue
No GreenTokens including GreenTokens from the Private Token Sale are expected to be issued
before the end of the Public Token Offering
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52 Private Token Sale
Between 1 April and 31 December 2019 254500 GreenTokens were sold as part of the Private Token
Sale at an average price of 085 euros for a total amount of 216000 euros
Between 1 January and 30 April 2020 167760 GreenTokens were sold as part of the Private Token Sale
These sales are contracted but not yet invoiced at the date of this Information Document
No GreenToken has yet been issued These sales do not contain any Lock-up condition
Any private-sale negotiation of GreenTokens not yet contracted at the opening of the Public Token
Offering will be suspended
6 Terms of subscription for GreenTokens
In order to subscribe to the Public Token Offering subscribers must follow the process of
downloading the Information Document Recording and identifying in advance any purchase of
GreenTokens (see Figure 34) In this context WPO will use the personal data communicated in
accordance with the GDPR
61 Downloading the Information Document
The Information Document is available for download on the Public Token Offering website
(wwwwpoeu ceptance of a prior notice
62 Pre-booking GreenTokens
Anyone who has downloaded the Information Document may without any commitment from their
part pre-book GreenTokens via an online form (pop-up) For this purpose they must
bull enter a valid email address
bull enter the amount of its pre-booking in the future Public Offering (eg [X] euros in pre-
booking of [Y] GreenTokens [Y] being automatically calculated)
bull If applicable subscribe to the information flow relating to the GreenToken Project
If a pre-booking amount has been entered they will have the option to create a User Account
Otherwise they will be able to create a User Account at any time on the website wwwwpoeu ICO
tab
63 Creation of the User Account
Creation of identifiers The creation of the User Account requires the provision of
bull a valid email address (verified by sending a security email)
bull a password
bull a mobile phone number allowing double-factor authentication (A2F)
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Information requested The information to be entered online without threshold conditions is as follows (Figure 33)
Figure 33 List of information collected during the Registration
NATURAL PERSON LEGAL ENTITY
Mandatory information
First name of User Account Holder Company name of User Account Holder
Last name of User Account Holder Description of the project or activity of the User Account holder
Date of birth of the User Account Holder
Nationality of the User Account Holder Country of registration of the User Account Holder
Country of residence of the User Account Holder
First name of the legal representative of the User Account holder
Email address of the User Account Holder Last name of the legal representative of the User Account holder
Date of birth of the legal representative of the User Account holder
Title of Payer or Beneficiary Contact email of the User Account Holder
-
- Title of Payer or Beneficiary
Recommended information
Main phone of the User Account Holder Registration number (SIREN or equivalent) of the User Account holder
Politically Exposed Person (PEP) number
Supporting documents The list of these documents to download without threshold conditions is available here See the KYC2
List of Documents
Advanced Electronic Signature
by the YOUSIGN signature provider the signature occurs when the unique security code sent by
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Figure 34 Registration Process
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Information in the event of repayment of funds The Bank Identity Form provided at the identification stage will where applicable be used to repay
amounts subscribed in currencies that are legal tender The public address provided at the
identification stage will be used where applicable to repay the Digital Assets subscribed for in Digital
Assets (Figure 38)
-
- e identical Failing that the subscription process will be interrupted
Information on the origin of funds We monitor the origin of the funds collected in relation to (i) the processing of alerts (in the event of
suspicion) and (ii) the knowledge of the customer (KYCKYB) in accordance with our AML-CFT
Procedure This analysis will be delegated to LEMON WAY without threshold conditions in order to
detect any anomalies or abnormal behaviour In the event of suspicion additional information and
supporting documentation will be requested
UZES and COINHOUSE may carry out secondary audits in
accordance with their regulatory obligations or internal procedures
See also PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS ANTI-MONEY LAUNDERING AND
COMBATING THE FINANCING OF TERRORISM AND SECURITY
Amendment of information The user agrees to inform WPO as soon as possible of any changes to the information provided during
n order to
update hisher information and in particular any change in hisher marital status legal capacity
address (tax postal or electronic) mobile phone number title (tax professional)
64 Subscription to GreenTokens
The analysis of the information provided may take from a few minutes to a few days After notification
by EQUISAFE that the Registration has been confirmed the subscriber may log in to his User Account
to purchase GreenTokens The main steps are as follows
1 The subscriber confirms that he has read and accepted the General Terms and Conditions of
Use available online (Figure 34 see above)
2 The subscriber indicates his choice of subscription in euros or Digital Assets (See the Figure
38)
3 The subscriber then indicates the amount of hisher subscription and the possible Lock-up
condition to which heshe voluntarily subscribes (see Section Category B Long-term
subscriber)
4 On this basis the following are shown to the subscriber (See Figure 39 and Figure 40)
a The number of GreenTokens heshe acquires
b The issue price applicable to himher
c The possible lock-up period (Lock-up) applicable to himher
d The subscription fees applicable to himher
e The total price of hisher purchase ie [a x b + d] in euros
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5 The subscriber indicates how heshe will receive their GreenTokens In the first two cases (a)
and (b) below the subscriber will provide a public address for ERC20 compatible Digital
Assets in the third case (c) this address will be specified by the Depository COINHOUSE
a Where the holder is its own depository
b Via a third-party depository
c Via the third-party depository COINHOUSE
6 The subscriber confirms the information relating to the bank account (or public address) of
repayment which is the same as used for the subscription
7 The subscriber confirms their intention to purchase and pay for the GreenTokens subscribed
a The funds in euros are first received in an initial holding account placed in the LEMON
WAY environment and allocated to each subscriber They are then transferred to the
holding account alloc tion Custody of
subscriptions made in legal tender Currencies )
b Digital Assets are first received at one or other public holding addresses Each
business day EQUISAFE (See Section Custody of subscriptions made in Digital
Assets)
i reconciles the amounts received at these addresses with the registered
subscriptions
and subject to the minimum daily collection amount being reached
ii instructs the Depository COINHOUSE to place the Permitted Digital Assets
on the escrow account which executes the instruction
or if applicable
iii instructs the Depository COINHOUSE to return the unauthorised Digital
Assets received which executes the instruction
8 Subscriptions duly collected on the account or public holding addresses are thus deposited
as soon as a minimum amount is reached on one of the two escrow accounts
bull euros at FINANCIERE DUZES (See Figure 39)
bull Digital Assets at COINHOUSE (see Figure 40)
65 Issuance of GreenTokens
At the closing of the Public Token Offering the Statutory Auditor certifies the Amount Effectively
Collected and the WPO Directorate concludes on the outcome of the offering
As soon as the Minimum Amount is reached EQUISAFE mandated by WPO prepares the issuance
of the GreenTokens the allocation of GreenTokens to their subscribers and the cancellation of the
unsold GreenTokens (see Section GreenTokens time frame of use)
This allocation is made by sending to the public address indicated by the subscriber in paragraph 5
of section 64 above Subscription to GreenTokens
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7 Time frame of the Public Token Offering
The time frame of the Public Token Offering is as follows
Figure 35 Detailed timeline of the Public Token Offering (the times shown are Central European Time)
Tuesday 8 September 2020
at 10 am
- Opening of the subscription to the Public Token Offering which
takes the form of the opening of subscriptions on wwwwpoeu
- Publication of the Statutory Auditors report on the Private Token
Sale to date
Thursday 12 November 2020
at midnight
Closing of the subscription to the Initial Coin Offering which results
in the suspension of the subscription function on wwwwpoeu
Friday 13 November 2020
at 1am in the morning ETHEUR pairs to determine the Exchange Rate applicable to the
Digital Assets collected
Friday 20 November 2020
at 2pm
at 4pm
- Bailif
Digital Assets effectively collected (the period between the closing of
the subscription to the Public Token Offering and this statement is
the time required for the last bank transfers and transfers of Digital
Assets to be received and observed on the escrow accounts)
- Certification Amount Effectively Collected by the Statutory Auditor
b
- Publication of the result of the Public Token Offering by the WPO
Directorate and public declaration of the Investment Advisory
Committee in accordance with the certificate of the Statutory Auditor
Monday 23 November 2020
at noon
- Issuance of the GreenTokens and if applicable cancellation
(destruction) of the unsold GreenTokens
Tuesday 1 December 2020
at noon
- Allocation of GreenTokens to each subscriber
- Listing of the GreenToken
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
For a broader timeframe
bull timeline is given in the Section Our history
bull The timeline for the GreenToken Project is given in the Section Timeline
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8 Information on the period after the Public Token
Offering
81 Dilution
The GreenTokens redeemed by WPO in exchange for GoCert certificates will be cancelled As the
GreenTokens are fixed this will result in a gradual reduction in the number of GreenTokens available
over time
Any new offering to the public of GreenTokens would be conditional upon obtaining a new optional
Visa from the AMF
82 GreenTokens buy-back conditions
In the event of excess or lack of liquidity of the GreenTokens on the secondary market WPO shall act
reasonably and may use the Reserve under the control of the Investment Advisory Committee
83 Conditions for cancelling GreenTokens
See Sections Cancellation of GreenTokens and Redemption of GreenTokens by WPO
84 Conditions for the custody of self-held tokens and their placing
on the market
The categories of self-held GreenTokens are listed in the Section Use of self-held tokens None of them
are subject to a custody obligation (no Lock-up)
85 Conditions of custody of GreenTokens held by subscribers
GreenTokens subject to a lock-up period (Lock-up A or Lock-up B as defined in the Section Discounts
offered by category of subscribers) mean that they will be kept by the Depository COINHOUSE in a
segregated account from the time of their issue and for the duration of the Lock-up They will be
delivered to their subscriber at the end of the lock-up period The custody costs are borne by WPO
86 Communications to the public
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Statutory Auditor and Obligations and capacities of the Committee)
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PART 6 - TECHNICAL TERMS AND CONDITIONS FOR THE
ISSUE OF GREENTOKENS
1 Description
The Distributed Ledger T e
Ethereum network which allow the creation registration and transfer of Digital Assets within the
meaning of article L54-10-1 of the CMF
Operational since June 2019 the Secure Financial Transaction Protocol provides a robust modular
and configurable framework It favours as much as possible the logic of permission by the IT code
through Smart Contracts in order to maximize transparency for all parties involved
The Secure Financial Transaction Protocol is designed to maximize interoperability between the
various network participants In general these participants can be divided into four categories
bull The Issuer (WPO) an entity that creates and sells GreenTokens
bull Subscribers entities that have successfully passed KYC identification and AML-CFT
compliance checks and are authorised to purchase GreenTokens
bull White lists (LEMON WAY) are trusted entities that provide LCB-CFT Compliance Identification
and Verification services to network participants
bull
funds collected without directly taking possession of them They can provide services such as
holding funds in escrow or custody of tokens or facilitate the secondary transfer of
GreenTokens
The Secure Financial Transaction Protocol was designed with two central concepts in mind
identification and permission Each subscriber has their identity verified by a White list registration
agent (LEMON WAY) and a unique identity footprint is associated with their portfolio address (see
below Figure 34) Based on this identity information the Issuer and Depositories apply a set of rules
in accordance with the provisions of this Information Document which determines how the
subscriber can interact with them
The Issuer White Lists and Depositories each have their own Smart Contract that defines how they
interact with each other These contracts allow different entities to provide each other with
information within the ecosystem
The security tokens of the Secure Financial Transaction Protocol are based on the ERC20 standard
The tokens are transferred via the transfer and transferFrom methods but the transfer will only
succeed if it passes a series of Blockchain authorisation controls A checkTransfer call returns true if
the transfer is possible (See Figure 36)
The basic configuration includes the identification of the subscriber the monitoring of the number
and limits of subscribers as well as restrictions on the countries and status of each accredited
subscriber The implementation of other modules allows for the addition of a variety of additional
features to meet the specifications set out in this Information Document
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Figure 36 - GreenToken issuance process
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2 Parameters of the automated computer programme
and objective of the functions
The following public link presents the system architecture httpsgitlabcomequisafenyx
The Distributed Ledger Technology (DLT) developed by EQUISAFE is operational and has already
operated on several digital financial transactions for amounts in euros above the Target Amount
(Target) of this offering19
3 Security and Compliance Audits
An audit (and if necessary a security counter-audit)20 of the Distributed Ledger Technology (DLT)
developed by EQUISAFE and an audit (and if necessary counter-audit) of compliance of the
GreenToken subscription and issue process with this Information Document will be carried out by
the opening of the Public Token Offering
Certificates certifying that the comments and recommendations made during these audits are taken
into account will be published on the websites of EQUISAFE and WPO no later than the day of the
opening of the Public Token Offering
The GreenTokens will only be issued once the threshold target (Achievement of the Minimum
Amount (Soft-cap)) has been achieved and after the closing of the Public Token Offering
19 See for example the MEDIA section of the website wwwequisafeio 20 To this end EQUISAFE has commissioned DIGITAL SECURITY SAS (SIREN 810570515 RCS Paris) 50 avenue Daumesnil (wwwdigitalsecurityfr) and the audit is scheduled for March 2020
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PART 7 - CUSTODY AND RESTITUTION OF FUNDS AND
DIGITAL ASSETS
1 Monitoring and safeguarding of funds and digital
assets collected
11 Methods for collecting and managing the funds and Digital
Assets collected as referred to in article 712-6 of the AMF General
Regulation
Subscription in legal tender Currencies See Section Subscription to GreenTokens
See also Figure 39 Process of collecting and sequestration of funds in euros
Subscription in Digital Assets See Section Subscription to GreenTokens
See also Figure 40 Process for collecting and sequestration of Digital Assets
Custody of subscriptions made in legal tender Currencies As long as the cumulative amount of the funds in euros collected on LEMON WAY holding accounts
are less than the Minimum Amount (Soft-cap) the funds collected are held in these accounts
When this amount reaches or exceeds the Minimum Amount (Soft-cap) the funds collected are
h its
authorisations available on the website REGAFI (see Section Euro (EUR) Escrow Account below)
Funds held in escrow remain frozen in accordance with the provisions of this Information Document
and in particular the Section End of subscription period and restitution below
Custody of subscriptions made in Digital Assets Each day and if the equivalent amount observed on one of the public holding addresses at
COINHOUSE reaches or exceeds one thousand (1000) euros (calculated according to the method set
out in Section Exchange Rate) the Digital Assets collected are transferred to the escrow account of
the Depository COINHOUSE CUSTODY SERVICES under Ledger Vault technology (see Section
Bitcoin (BTC) Public Holding Address and Section Ether (ETH) Public Holding Address below)
Practically EQUISAFE reconciles the origin and quantity of the Digital Assets effectively received at
these public holding addresses with the identification information and the White list established by
LEMON WAY EQUISAFE then establishes the release(s) of the authorised transfers to either of the
escrow accounts (BTC or ETH) which is executed by COINHOUSE upon receipt The orphan Digital
Assets are either returned to their original -CFT
Procedure
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This release is a digital file sent daily by EQUISAFE to COINHOUSE This file contains the last name
first name and date of birth of the subscriber the amount effectively received and indicates the status
(White list or not) of this subscription and the confirmed address for any refund
business day
The funds deposited in the escrow account remain frozen in accordance with the provisions of this
Information Document and in particular the Section End of subscription period and restitution below
WPO which holds public holding or escrow addresses positioned in the COINHOUSE environment
never possesses any of the associated private keys
12 End of subscription period and restitution
The release of the escrow accounts is subject to the certification by the Statutory Auditor of the
Amount Effectively Collected
If the Certified Amount is less than the Minimum Amount (Soft-cap Condition of non-achievement
of the Minimum Amount (Soft-cap) then the repayment procedure is followed
If the Certified Amount is greater than the Maximum Amount (Hard-cap) the Condition of exceeding
the Maximum Amount (Hard-cap) is met and the procedure for refunding the excess is followed
As soon as the Soft-cap is reached and after the closing of the Public Token Offering (or in advance
thereof in the event of the Hard-cap being exceeded) the funds and Digital Assets collected are
transfered to WPO by release of the escrow accounts according to the following sequence
Release procedure of the escrow account of the Digital Assets a
Effectively Collected the Depository COINHOUSE will open the Ledger Vault
according to the agreed multi-authorisation procedure and then retrieve the Digital
Assets collected
b Upon presentation of a WPO conversion order the Depository COINHOUSE will
convert all or part of the Digital Assets collected into euros (See Section Foreign
or foreign currencies) and then transfer the amount converted into euros from its
bank account (see Section COINHOUSE current account (EUR)) to the Escrow
c The Depository COINHOUSE will transfer the unconverted collected Digital Assets to
the WPO safekeeping and holding account at COINHOUSE
Procedure for releasing the euro escrow account Upon presentation of the Statutory Auditors certificate attesting to the Amount Effectively Collected
and where applicable after receipt of the Digital Assets converted into euros transferred by the
Depository COINHOUSE funds to the WPO bank
account (see Section WPO current account (EUR))
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13 Identification of holding accounts and escrow accounts to hold
collected funds and Digital Assets
Euro (EUR) Escrow Account The Depository FINAN
below
CIC CREacuteDIT INDUSTRIEL ET COMMERCIAL
IBAN FR76 3006 6107 4100 0208 0642 501
BIC CMCIFRPP
Bitcoin (BTC) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
Ether (ETH) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
COINHOUSE current account (EUR) In the event of conversion of all or part of the Digital Assets collected the Depository COINHOUSE will
transfer the amount converted into euros to the bank account below
FIDOR BANK
IBAN DE82 7002 2200 0020 299 800
BIC FDDODEMMXXXX
WPO current account (EUR) At the end of the uro funds will be paid is as follows
CREDIT COOPERATIF
IBAN FR76 4255 9100 0008 0107 2529 312
BIC CCOPFRPPXXX
14
convert Digital Assets to euros or foreign currencies
The Cryptocurrencies collected during the Public Token Offering will be converted into euros only
after the Public Offering has been completed
21 According to Engagement Letter reference COINHOUSE-20191014 signed on 14092019
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nge rate
applicable to the conversion of at least 80 of that recorded by the bailiff at the end of the Public
Token Offering If when the order is made the difference is greater than 20 the conversion will be
adjourned
By way of exception WPO intends to convert the Digital Assets as soon as possible to have a total
amount collected in euros at least equal to the value of the Minimum Amount (Soft-cap) or
depending on the currency effects as near to this value as possible
Subsequently if all of the Digital Assets collected have not already been converted WPO intends to
convert them cautiously for the purposes of the GreenToken Project in accordance with the
exchange risk management principle set out above
15 WPOs commitment to maintain or implement a monitoring
and safeguard mechanism for the funds and the Digital Assets
collected
The Digital Assets collected during the Public Token Offering and ultimately transferred to WPO
automatically are in part or in full converted into euros (see Section above)
Any balance of the Digital Assets shall be kept at COINHOUSE in accordance with the engagement
letter in place22 (or where applicable at any other custody provider of Digital Assets on behalf of third
parties (DASP) registered by the AMF
2 Refunding of Subscribers
21 Condition of non-achievement of the Minimum Amount (Soft-
cap)
At the closing of the Public Token Offering as shown in the Time frame of the Public Token Offering
the Statutory Auditor certifies the Amount Effectively Collected in euros and the WPO Directorate
records the result of the offering If the condition of non-achievement of the Minimum Amount (Soft-
cap) has been met WPO will return the funds and the Digital Assets collected within sixty (60)
working days from the date of the Statutory Auditors certificate
22 Condition of exceeding the Maximum Amount (Hard-cap)
Each day during the period open for subscriptions at 6pm (Paris time) WPO calculates the interim
value of the Amount Effectively Collected in euros If according to this calculation the Maximum
Amount (Hard-cap) has been exceeded the subscription function on wwwwpoeu will be
immediately suspended by WPO
22 See Note 21 on previous page
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Having anticipated this overrun WPO will then note as quickly as possible as recorded by a bailiff
the exchange ratios of the Digital Assets collected in euros on the Digital Asset exchange platform
chosen for reference23
WPO then notes as recorded by a bailiff the amount of the legal tender currencies and the amount
of the Digital Assets collected and effectively received on the Custodians escrow accounts until the
fifth business day (inclusive) after the day on which the subscription function was suspended
the WPO Directorate records the result of the offering As soon as the condition for exceeding the
Hard-cap is met WPO returns the excess funds and Digital Assets collected within sixty (60) working
days of the date of the Statutory Auditors certificate The excess subscriptions are then repaid in the
order of the last subscriptions effectively received by the Custodians until the value of the Hard-cap
is reached
23 Procedure for refunding the subscribers
This procedure is the same in the event that the condition of non-achievement of the Minimum
Amount (Soft-cap) is met or the condition of exceeding the Maximum Amount (Hard-cap) is met
Case of a subscription in a legal tender currency Throughout the subscription period a subscribers register will be kept by the manager of the
EQUISAFE subscription platform and a payment register will be kept by the LEMON WAY payment
institution which will be reconciled with the statement of the escrow account of the Depository
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends the order of repayments accompanied by the
opinions of the Investment Advisory Committee and the Statutory Auditor to LEMON WAY
who executes it
5- Execution Lemon WAY returns the net euros received from its holding accounts to each
subscriber according to the payment method used on subscription
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber shall
bear all applicable fees and commissions if any by his bank foreign exchange agent etc
23 See Section Exchange Rate
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Case of a subscription in Digital Assets Throughout the subscription period a subscriber register shall be kept by the manager of the
EQUISAFE subscription platform and a register of transfers of Digital Assets received shall be kept by
the Depository COINHOUSE
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends in writing the order of repayments accompanied
by the opinions of the Investment Advisory Committee and the Statutory Auditor to
COINHOUSE who executes it
5- Execution COINHOUSE sends the Net Digital Assets received on its escrow accounts to each
public address recorded at the time of the Registration
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber bears
all applicable fees and commissions if any by its own custody or broking providers etc
24 Foreign exchange risk management at the time of refund
The risk of a change in the exchange ratio of legal tender currencies (other than the Euro) or of Digital
Assets and euros between subscription and redemption is borne by the refunded subscriber
25 Management of risk of incorrect or incomplete address during a
refund
If the information provided for repayment at the time of registration is incorrect or incomplete the
risk of non-repayment is borne by the subscriber However WPO will use its best endeavours (duty
of best endeavours) to correct or complete the address for a reasonable period of two (2) months
following the date of methodological certification of the list of refunds by the Statutory Auditor
26 Address risk management via Digital Asset exchange platform
Repayment is made only to the address used for sending the Subscribers Digital Assets If this
address is the address linked to a Digital Asset exchange platform the refund could be lost and WPO
cannot be held liable Subscribers must take care of organising this themselves in advance with their
provider(s)
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PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS
ANTI-MONEY LAUNDERING AND COMBATING THE
FINANCING OF TERRORISM AND SECURITY
1 Knowledge of subscribers and AML-CFT
Pursuant to article L561-2 7deg ter of the CMF WPO is liable to as an issuer in connection with the
Public Token Offering conduct identification and vigilance measures according to anti-money
laundering and combating financing terrorism regulations (AML-CFT)
In this regard WPO has put in place its AML-CFT Procedure consisting of
bull A system for collecting data regarding identification identity verification and knowledge of
GreenToken subscribers
bull A mechanism for assessing the risk of money laundering and terrorist financing
In this context WPO has outsourced on the basis of article R561-38-2 of the CMF the due diligence
measures to be implemented in connection with the subscription of GreenTokens
In accordance with article L 561-32 I paragraph 4 of the CMF the Money Laundering Reporting Officer
(MLRO) designated for the Public Token Offering holds a high hierarchical position within WPO and
has sufficient knowledge of risk exposure It has also implemented controls over WPO
providers
In this case the MLRO is
hervegagnairewpoeu)
11 Identification and verification of identity
The process of identifying subscribers (KYC and KYB) and the origin of the funds will be carried out
by LEMON WAY at the time of registration (see Figure )
KYC and KYB Process The steps to be followed and the documents to be provided are detailed in the Section Creation of
the User Account
In particular two proofs of identity (with no minimum subscription threshold condition) will be
required and subscribers will be required to sign the request to create the User Account by Advanced
Electronic Signature (see Section Advanced Electronic Signature)
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Acceptance The type of subscribers that do not meet the internal procedures of the Payment Service Provider
LEMON WAY will not be accepted at the payment stage of the subscription platform
subscription presented for collection that is not in compliance particularly with regard to the
completeness of the information provided or with regard to their own AML-CFT provisions (See Figure
39 and Figure 40)
The WPO Directorate will question all third-party providers involved in the subscription process to
ensure compliance with applicable regulations and procedures
12 Risk Classification
The assessment of the level of risk may result from the analysis of the subscriber and the risk approach
in certain cases or from a legal or regulatory presumption (types of legal persons activities or
distribution channels listed by the texts as posing a low risk of money laundering)
RISK EXPLANATION
LOW
Equivalent to the lowest AML-CFT risk It can be shown by the ease by which subscribers are monitored by procedures that are not complex or that generate low flows by simple means by which GreenTokens are acquired (payment in a legal tender currency ) and for low volume (less than 1000 euros) The management of related risks is easy and a simplified due diligence system can be sufficient to manage AML-CFT risks
MODERATE Equivalent to a standard andor average AML-CFT risk corresponding to situations of preferred AML-CFT risk vectors
HIGH A high AML-CFT risk is associated with situations identified as preferred AML-CFT risk vectors
13 Risk assessment criteria
In summary -CFT Procedure provides that
bull the Public Token Offering is aimed at natural and legal persons in France without distinction
bull requests for subscriptionacquisition of GreenTokens from abroad (country of
residenceconstitution) are accepted unless they come from High Risk Jurisdictions China
or the United States of America
bull individuals considered at risk are Politically Exposed Persons (PEP) and those whose
professionactivity is related to real estate telecommunications games associative sector
and arts
The risk criteria categories that will be taken into account in determining the level of vigilance to be
applied are the place of residence professional activity currency of subscription amount invested
an abnormal transaction andor behaviour etc
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Depending on the level of vigilance required the following due diligence will be applied
Figure 37 - AMLCFT Risk Assessment Criteria
VIGILANCE DUE DILIGENCE
SIMPLE Identification (collection of identification documents)
COMPLEMENTARY
Above diligence and
- verification of the activity - advanced identity verification
o Advanced electronic signature o Verification of sanctions lists
- if applicable validation by MLRO
REINFORCED
Above diligence and
- request on the origin of the funds - validation by MLRO - specific PEP due diligence
The following cases will imply a refusal to subscribe
bull Presentation of incomplete illegible or falsified documents
bull Use of an unjustified third-party account
bull Origin of funds in a High Risk Jurisdiction
bull Subscribers using anonymity
bull Subscribers subject to asset freeze
bull Subscribers on certain sanctions lists
Finally further restrictions on the Public Token Offering are set out in the Section Restrictions on the
Public Token Offering in the following section
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Figure 38 KYC Identification and AML-CFT compliance process
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Figure 39 Process of collecting and sequestration of funds in euros
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Figure 40 Process for collecting and sequestration of Digital Assets
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2 Cybersecurity and detection systems for technical
malfunctions
In 2015 WPO set up an IT Systems business unit With eight full-time employees today the team
Since 2018 WPO has taken out a fraud and cybercrime insurance policy with the insurer CNA
covering its data and third-party data including Production Data transiting or storage on its
Information Systems24
business unit25 carried out a security audit by XMCO concerning
an Penetration Test on its Internet-exposed information systems A follow-up audit to check that the
security recommendations had been implemented was conducted in January 2020
WPO has committed to the implementation of an ISO-27001 certification-backed Information
Security Management System with a certification start-up objective in 2020 The scope envisaged will
include the collection of Production Data from wind and solar production sites supervised by WPO
LT)
With regard to the implementation of the Public Token Offering WPO has chosen quality partners
(see Section GreenToken Project Team) operating according to current best practices in the market
bull The subscription processes for the Public Token Offering are entrusted to the care of
establishments or agents approved by the ACPR andor registered with the AMF namely
EQUISAFE LEMON WAY COINHOUSE COINHOUSE CUSTODY SERVICES FINANCIERE
DUZES and CREDIT COOPERATIF Our service providers meet or exceed the safety criteria
required by the regulations
bull The Listing of the Token will be entrusted to the care of SAVITAR which will soon apply for it
to be registered with the AMF SAVITAR is already following current best safety practices in a
highly changing technological context
WPO will conduct Penetration Tests on the Distributed Ledger Technology (DLT) of GreenTokens and
GoCert Consortium Audits are planned prior to the opening of the Tokens Public Offering and follow-
up audits before the issuance of the first tokens and the first certificates respectively
Thereafter annual follow-up audits will also be carried out The audit reports will be shared with the
Investment Advisory Committee
24 Policy reference 10200913 with CNA Insurance Company (Europe) SA dated 01012018 25 XMCO SAS (SIREN 430 137 711 RCS Paris) is certified QSA and is approved to perform PCI DSS compliance and certification audits The company is in the process of being qualified by the ANSSI under the PRIS (Source) rules
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PART 9 - APPLICABLE LAW RESTRICTIONS AND
JURISDICTION
1 Applicable law
This Information Document and any contractual relationship arising from the goods and services sold
clause
2 Restrictions on the Public Token Offering
The GreenTokens have not been and will not be registered in any jurisdiction and the Information
Document has only been the subject of a visa application in France with the AMF and in no other
jurisdiction
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America In this regard WPO has not taken
any action to allow the Offering of GreenTokens to the Public or the distribution of the Information
Document in a jurisdiction other than France Accordingly whether directly or indirectly
GreenTokens will not be offered or sold and the Information Document and any other document
relating to the Public Token Offering may not be distributed or published in any other jurisdiction
that requires WPO andor GreenTokens any authorisation approval or other authority
In particular but not limited to with regard to US law and subject to certain exceptions
GreenTokens may not be offered or sold in the United States of America or to or on behalf of US
US persons of the US Securities Act
S Regulations
Accordingly the Public Token Offering is not carried out in ANY JURISDICTION requiring
Authorisation for WPO GreenTokens or for the Information Document
Finally WPO will not accept any subscription from the 23 High Risk Jurisdictions listed by the
European Commission under the 5th AML-CFT Directive
3 Competent courts in the event of a dispute
operating period as a business or during its liquidation between
WPO and the GreenToken subscribers or between the subscribers themselves regarding the rights
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4 Tax regime applicable to the holding of GreenTokens
in France for French subscribers
41 Value Added Tax (VAT)
WPO filed an advance ruling request on 27 June 2018 This request received a response on 26
December 2018 from the Directorate-General for Public Finance (DLF)
From this letter it follows that the initial sale of GreenTokens does not result in VAT being due
However when the GreenTokens purchased are used by their beneficiaries to obtain a single property
or service from WPO the transaction will be subject to VAT in accordance with Article 256 of the
General Tax Code under the conditions of ordinary law The tax shall then become payable under the
conditions applicable to the underlying transaction subject to the rules of territoriality of the tax
42 Taxes on income or profits (French tax residents)
The rules set out below concern the tax treatment in the event of success of the Public Token
Offering
Natural person subscriber
Subscriber engaged in the purchasesale of Digital Assets on an occasional basis
Pursuant to Article 150 VH bis of the French General Tax Code and the administrative doctrine each
tax household is subject to income tax in respect of transfers for consideration of Digital Assets carried
out during a tax year by the members of the tax household
The transfer must have for consideration a price expressed in legal tender currency property or
service Exchanges of Digital Assets without payment of a cash balance are subject to a deferment of
taxation
In respect of each transfer transaction the gain or loss is equal to the difference between on the one
hand the sale price and on the other hand the product of the total purchase price of the entire
portfolio of Digital Assets of the members of the tax household and the quotient of the price of the
assets sold over the aggregate value of the Digital Assets held by the members of the tax household
on the date of the transfer
The purchase price is therefore determined in the form of a fraction of the total purchase price of the
portfolio of the members of the tax household corresponding to the sole assets sold This total
purchase price must be reduced by the fractions of cost prices used when determining the capital
gains or losses of previous transfers
For more details on these calculation methods see administrative doctrine
A gains are offset against the losses of the same year at the tax household level and in the
event of a net gain the tax is 30 of the gain (128 in respect of income tax and 172 in respect of
social security contributions plus where applicable the exceptional tax on high income) The net loss
is neither chargeable to capital gains of any other type nor chargeable on the net gains from the sale
of Digital Assets in the following years
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Furthermore transfers made by the tax household whose total price does not exceed an annual
threshold of 305 in a year are exempt
It is also necessary to ensure compliance with all reporting obligations prescribed by law and in
particular the obligation to declare at the same time as the tax return references to the Digital Asset
accounts opened held used or closed abroad
Subscriber engaged in the purchasesale of Digital Assets on a regular basis
Natural persons who carry out transactions in the sale of Digital Assets on a regular basis are subject
to the rules governing the taxation of professional profits According to the administration the normal
or occasional performance criteria of the activity result from the examination on a case-by-case basis
of the factual circumstances in which the purchase and resale transactions are carried out the
deadlines separating the dates of purchase and resale the number of digital assets sold the
conditions of their acquisition etc
For a company subscriber liable for corporation tax
From an accounting perspective
Regulation No 2018-07 of 10 December 2018 of the Accounting Standards Authority (ANC) provides
that where a company owns by subscription or acquisition tokens that do not have the
characteristics of financial securities financial contracts or cash orders for the purpose of using the
services or associated assets and that are expected to be used beyond the current financial year
these tokens constitute intangible depreciated and impaired fixed assets
Where a company owns by subscription or acquisition tokens that do not have the characteristics of
financial securities financial contracts or cash orders without the intention of using the associated
services or the delivery of the related assets these tokens are recorded in the account number 5202
counterpart to transitional accounts under assets on the balance sheet in the event of an unrealised
loss and under liabilities on the balance sheet in the event of an unrealised gain In the event of an
unrealised loss a provision for risk is made
Tokens recognised as intangible assets of an unspecified period of use may be transferred on a final
basis into tokens held when the expected use of the associated services or goods no longer exists
The transfer is recognised for its net book value No tokens held may be transferred to fixed assets
(account 5202)
The capital gains and losses on disposal of the tokens held are calculated using the first in - first out
method (FIFO) or where applicable the weighted average cost of acquisition (WAC) and are
recorded as the case ma or in
Net expenses on disposals of tokens
From a tax perspective
In the absence of a derogation provided for in the tax texts the tax treatment in respect of income
tax should follow the accounting treatment If the token is sold the treatment of the gain or loss
should follow the ordinary tax treatment
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PART 10 - DECLARATION
I certify after taking all reasonable measures for this purpose that the information contained in the
Information Document is to the best of my knowledge in conformity with the reality and does not
contain any omission likely to alter the scope thereof
In Paris on 12 Mai 2020
Bartheacuteleacutemy Rouer
Chairman
WPO SAS
Duncan Levie
Managing Director
WPO SAS
Alexandre BERTRAND
Managing Director
WPO SAS]
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PART 11 - GLOSSARY
2FA Means Double-Factor Authentication Method by which a
user can access a computer resource (a computer a smart
phone or a website) after having submitted two separate
proofs of identity to an authentication mechanism In this
case WPO will use Microsoft Authenticator
ACPR The Prudential Supervision and Resolution Authority is an
institution within Banque de France responsible for the
supervision of the activity of banks and insurance
companies in France
Advanced Electronic Signature Means an electronic signature which meets the
requirements of Article 26 of the European eIDAS
Regulation of 1 July 2016 ie (a) is unequivocally linked to the
signatory (b) identifies the signatory (c) has been created
using electronic signature creation data that the signatory
may with a high level of confidence use under his sole
control and (d) is linked to the data associated with that
signature so that any subsequent modification of the data
is detectable
AIB - Association of Issuing Bodies Means the pan-European body responsible for the
promotion of the European Energy Certification System
-registration of certificates
AMF Means the Autoriteacute des Marcheacutes Financiers which is a
French financial institution and an independent
administrative authority whose mission is to ensure the
protection of savings invested in financial instruments
investor information and the proper functioning of financial
instruments markets
AML-CFT Means all the legal and regulatory provisions of Anti-Money
Laundering and Combating the Financing of Terrorism
including Directive (EU) 2015849 of the European
Parliament and of the Council of 20 May 2015 on the
prevention of the use of the financial system for the purpose
of money laundering or terrorist financing as amended
by Directive (EU) 2018843 of the European Parliament
and of the Council of 30 May 2018 (the 5th AML-
CFT Directive) Order No 2016-1635 of 1 December 2016
reinforcing the French system of Anti-Money Laundering
and Combating the Financing of Terrorism Decree No 2018-
284 of 18 April 2018 reinforcing the French system of Anti-
Money Laundering and Combating the Financing of
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Terrorism and Order No 2020-115 of 12 February 2020 and
Decrees No 2020-118 and 2020-119 of 12 February 2020
transposing the 5th AML-CFT directive
AML-CFT procedure Procedure established by WPO and implemented by WPO
and its service providers as part of the AML-CFT due
diligence provided for in the Information Document
Amount Effectively Collected Means the sum expressed in euros of the amounts
collected in legal tender currency and the amounts
collected in Digital Assets during the subscription period for
the Public Token Offering as defined in the Section Amount
Effectively Collected
ANC Means the Autoriteacute des Normes Comptables the main
accounting standardization body in France since 1 January
2010
ANSSI Means the Autoriteacute Nationale de la Seacutecuriteacute des Systegravemes
Information which is a French Department with national
competence in charge of IT security
Artificial Intelligence Refers to all the theories and techniques used to create
machines capable of simulating intelligence It comprises
methods of solving problems with high logical or
algorithmic complexity
Big Data Means sets of data that become so large that they exceed
the intuition and human analytical capabilities and even
those of traditional database management or information
tools
Bitcoin Means a Cryptocurrency whose code is BTC
Blockchain See Distributed Ledger Technology (DLT)
Brexit Refers to the proposed exit of the United Kingdom from the
European Union initiated following the UK referendum of
23 June 2016
Certificate Markets Means the various regulated markets of energy certificates
(eg Guarantees of Origin energy savings certificates
erasure certificates capacity certificates etc) or private
initiative labels which can be traded on a continental
national or regional basis
CMF Means the French Monetary and Financial Code
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Contract Means an agreement for the subscription or purchase of
GreenTokens from WPO
Cryptocurrency Means Digital Assets falling within the scope of the
qualification of digital representation of a value that is not
issued or guaranteed by a central bank or a public authority
which is not necessarily attached to a currency having legal
force and which does not have the legal status of a currency
but which is accepted by natural or legal persons as a
means of exchange and which may be transferred stored
or exchanged electronically within the meaning of article
L54-10-1 2deg of the CMF
DAG Refers to Blockchain technologies using oriented acyclic
platforms where the need is high-speed or connected
DASP Means a Digital Assets Service Provider whose status and
activity are regulated by the PACTE Law and Decree No
2019-1213 of 21 November 2019
Data Lake Means a method of storing data used by Big Data This data
is kept in their original formats or undergo very little
processing
DepositoriesCustodians Refers to FINANCIERE DUZES andor COINHOUSE in their
capacity to receive the funds andor Cryptocurrencies
subscribed to the Public Token Offering on escrow
accounts
Digital Assets Means the intangible assets in digital form referred to in
article L54-10-1 1deg and 2deg of the CMF
Distributed Ledger Technology
(DLT)
IT system enabling the creation registration and transfer of
Digital Assets within the meaning of article L54-10-1 of the
CMF also referred to as Blockchain or Distributed Ledger
or DLT and whose acronym in French is DEEP (Dispositif
Electronique ageacute)
DLF Department of Tax Law of the French Ministry of Economy
and Finance (MINEFI)
EBITDA Means earnings before interest tax depreciation and
amortization
Ecological Transition Means changing towards a new economic and social
model a sustainable development model and changing
ways of consuming working and producing to address the
following environmental issues climate change
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accelerated loss of biodiversity increased environmental
health risks and scarcity of resources
End to End A solut
offers all the software and hardware components required
to meet the needs of a customer
Energy Transition Means a profound structural change in how energy is
produced and consumed It is one of the components of the
Ecological Transition It results from technical
developments prices and the availability of energy
resources but also from a political will of governments and
populations businesses etc that want to reduce the
negative impacts of this sector on the environment Various
government institutions and NGOs have offered different
definitions and energy transition scenarios The scenarios
envisaged often consist of moving from the current energy
system based on the use of non-renewable resources to an
energy mix based primarily on renewable resources This
involves alternatives to fossil fuels limited and non-
renewable resources (human time scales) In Western
Europe the majority of scenarios also plan to gradually
reduce the use of fissile fuels (radioactive materials such as
uranium and plutonium) and replace them with renewable
energy sources for almost all human activities (transport
industry lighting heating etc)
ERC20
Ethereum network
Ether Means a Cryptocurrency whose code is ETH
Ethereum Means a Distributed Ledger Technology (DLT) support
network of Ether
Euro Means the currency of the economic and monetary union
whose code (ISO 4217) is EUR
Exchange Rate Means the conversion rates to the Euro applicable to
currencies or Digital Assets collected on the Public Token
Offering as defined in the Section Exchange Rate
Exchange Value Means the price of the GreenToken exchanged between
participants on a Digital Asset exchange platform It will be
determined at the level where supply meets demand The
Exchange Value is the average of transaction prices over a
period or number of representative transactions at a given
time
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Executive Committee (ExCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the functional
directors of WPO
FIFO Means First in - First out
Gas Means for each transaction executed on a Distributed
Ledger Technology (DLT) its cost which is expressed in a
number of Gas units Each transaction that a Smart
Contract contains has a defined Gas value
GDPR Means European Regulation No 2016679 known as the
General Data Protection Regulation which constitutes the
reference text for the protection of personal data It
strengthens and unifies data protection for individuals
within the European Union Its provisions are directly
applicable throughout the 28 Member States of the
European Union as from 25 May 2018 The main objectives
of the GDPR are to increase both the protection of
concerned data subjects by processing their
personal data and the accountability of data controllers
General Terms and Conditions of
Use (or GCU)
Refers to the conditions of use of GreenTokens The General
Terms and Conditions of Use constitutes a Contract
Gigabyte Measuring unit (unit symbol GB) equivalent to 1024
megabytes (MB) or 230 bytes (1073741824 bytes) of
memory space of a computer or optical or magnetic disk
Gigawatt Gigawatt (symbol GW) is a power unit that designates one
thousand Megawatts
Gigawatt hour Gigawatt hour (symbol GWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a Gigawatt ie a thousand megawatt hours
GoCert Means the private production certificate issued by WPO for
one megawatt hour produced from renewable energy
sources
GoCert Consortium Means the consortium Distributed Ledger Technology
(DLT) a private partially decentralized and shared
-
to jointly manage the business processes of GoCert
certificates where each partner has a network node in its
infrastructure and a sufficient number of nodes must
validate the transactions so that a block is added to the
chain In the case of the WPO Project the GoCert
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Consortium participants will be in the number of thirty
composed of the Certificate Markets participants (eg
national registry managers) andor any other entity co-
opted by the participant community acting in the capacity
of the GoCert Consortium authority in other words its
directors at the same time as WPO Participants will be paid
in GreenTokens
GreenToken Means the Utility Token issued by WPO whose code is GTK
GreenToken Network Means the network of partners of the professional
ecosystem of Renewable Energy who will also accept the
GreenToken as a means of accessing and exchanging their
own goods and services
Guarantees of Origin Means a monitoring tool defined in Article 15 of the
European Directive 200928EC of April 2009 (RED I) A
Guarantee of Origin identifies electricity produced from
renewable sources to inform end users of the source of their
energy In particular a Guarantee of Origin is a green
electronic or follow-up document that guarantees that a
megawatt hour of electricity has been produced from
renewable energy sources Guarantees of Origin are traded
Guarantees of Origin are standardized by the European
EECS
of Intergovernmental Bodies (AIB)
Hard-cap Means the maximum amount to be collected during the
million
High-Risk Jurisdiction List of third countries identified by the European
Commission under the 5th AML-CFT Directive which WPO
will not accept (1) Afghanistan (2) American Samoa (3)
Bahamas (4) Botswana (5) North Korea (6) Ethiopia (7)
Ghana (8) Guam (9) Iran (10) Iraq (10) Libya (12) Nigeria (13)
Pakistan (14) Panama (15) Puerto Rico (16) Samoa (17) Saudi
Arabia (18) Sri Lanka (19) Syria (20) Trinidad amp Tobago (21)
Tunisia (22) US Virgin Islands (23) Yemen
HSEQ Means the areas of expertise activities or professional
regulations controlling aspects of professional risks within
the company in order to lead to an integrated management
system relating to Hygiene Safety Environment and
Quality As such the HSEQ officer is responsible for ensuring
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the safety of staff training in prevention compliance and
reliability of facilities in the company
Identified Person Means WPO SAS its affiliates their officers employees
agents subcontractors data controllers service providers
and respective advisers
Information Document Means this document entitled Blockchain Technology
Servicing the Energy Transition and Renewable Energy
drafted and published by WPO prepared in accordance
with article 712-2 of the AMF General Regulation and AMF
Instruction DOC-2019-06 presenting the WPO GreenToken
Project and associated risk factors
Information Systems Means the various information systems of WPO hardware
and software necessary for End-to-End traceability of the
Production Data from the sites where the wind and solar
farms are installed and for their monetisation using
Distributed Ledger Technologies
Investment Advisory Committee Created in 2019 the WPO Advisory Investment Advisory
Committee also called the GreenToken Advisory Board is
responsible for steering the governance of the GreenToken
Project
IoT (Internet of Things) Means the Internet of connected objects which is the
interconnection between the Internet and objects places
and physical environments The name refers to an
increasing number of objects connected to the Internet
allowing communication between our so-called physical
property and their digital existences
ISP Means investment services providers investment firms and
credit institutions that have been authorised to provide
advice the approval is
issued by the ACPR which maintains the list of approved
service providers
KYB (Know Your Business) Means the identification process to know the client (legal
person) before starting a business relationship included in
the AML-CFT controls For WPO this is an approach to verify
the identity of its clients and assess the potential risks of
concealment or fraud before authorizing the business
relationship
KYC (Know Your Customer) Means the identification process to know the client
(individual) before starting a business relationship included
in the AML-CFT controls For WPO this is an approach to
verify the identity of its client and assess the potential risks
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of concealment or fraud before authorizing the business
relationship
Ledger Vault Commercial solution for the custody and management of
multiple-authorised Cryptocurrency portfolios developed
by Ledger SAS
Lock-up In general refers to a lock-up period of funds In this case
means the period beginning on the Token Listing Date
during which an owner undertakes not to transfer its
GreenTokens
Machine Learning algorithms Machine learning (or statistical learning) is a field of study of
Artificial Intelligence which is based on mathematical and
statistical approaches to give computers the ability to
learn from data ie to improve their performance to solve
tasks without being explicitly programmed for each
Management Committee Provided for by WPO articles of association established in
2008 the Management Committee contributes to the
composed of the
Executive Committee and the Operating Committee
Market Share Means the ratio between the capacity (in Megawatts)
supervised by WPO and the capacity installed in a country
expressed as a percentage
Megawatt hour Megawatt hour (symbol MWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by one megawatt
Minimal Viable Consortium See Minimal Viable Product
Minimum Subscription Threshold Means the minimum amount (in euros) below which it is
not possible to purchase GreenTokens in the Public Token
Offering The Minimum Subscription Threshold is set at 100
euros
Minimum Viable Product Means a rapid product or feature development strategy In
the case of the Project the Minimum Viable Product takes
it
must have all the characteristics of the finished consortium
which are not only achieved in their entirety (Feasibility
Design UX Functionality) We speak in English of Minimum
Viable
Multi-authorisation procedure Procedure established and implemented by the Depository
COINHOUSE as part of the removal of the receiver who
collected the Cryptocurrency during the Public Token
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Offering and detailed in Appendix 2 of the engagement
letter between COINHOUSE and WPO The number of
authorised persons is three an authorised representative of
the WPO Directorate an authorised representative of
COINHOUSE and a third party representative outside WPO
such as the Chairman of the Investment Advisory
Committee
Nominal Value Means the price of the GreenToken sold by WPO to its
traditional clients as part of the Services-For-Data Before
the Token Listing the Nominal Value is equal to one (1) euro
After the Token Listing the Nominal Value is the maximum
between one (1) euro and the Exchange Value
Operational Committee (OpsCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the operational
managers of WPO
Oracle Means a physical component a measuring device that is
part of a computer network transporting information from
the physical world to a Smart Contract It creates the link
between the physical world and a Blockchain that Smart
Contracts browse and allows these contracts not to be
limited to information internal to the Blockchain
Penetration test Means a method of testing the security of an information
system or an IT network generally consisting of analysing
the infrastructure of a computer network in order to
simulate the attack of an ill-intentioned user or even of a
malware
PEP (Political Exposed Persons) Means a person exercising (or having exercised) a high
public service or who is intimately associated with such a
person Because of this function and the influence they may
have there is a high risk that PEPs may be involved in
corruption
POC (Proof of Concept)) Means proof of concept (or proof of feasibility) ie a
concrete and preliminary short or incomplete
experimental achievement illustrating a certain method or
idea in order to demonstrate its feasibility
Power Purchase Agreement Means a contract between an energy producer and an
energy buyer See also Corporate Power Purchase
Agreement (PPA)
Private Token Sale Sale of GreenTokens by WPO to private individuals or
companies who buy them outside the framework of the
Public Token Offering
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Production data Means all raw data relating to the measurement of energy
production by the facility supervised by WPO including
SCADA data and all production data provided by
maintenance companies and all production data provided
by distribution and transmission system operators
Production event Means a measurable event in the form of any data
metadata andor contextual data or time series andor
aggregate thereof occurring during the production of
energy from renewable sources eg a megawatt hour
Project (or GreenToken Project) Means the WPO project consisting of issuing GreenTokens
and GoCert certificates private production certificates to
contribute to creating the conditions of trust in renewable
energies and the Energy Transition and as set out in the
Information Document
PSP Means a Payment Service Provider whose status and
activity are regulated
Public Token Offering Means WPOs financing transaction for the issuance and
sale to the public of GreenTokens as described in the
also
Quantity Means the total fixed and definitive amount of
GreenTokens to be issued by WPO at the end of the Public
Token Offering ie 15 million units
RCS Means the Trade and Companies Register the service kept
by the registry of the Commercial Court which lists all
companies registered in France It compiles data on legal
entities (identification number share capital form and
company name creation date) and on natural persons who
carry on a commercial activity
RE100 Private initiative launched at the United Nations Secretary-
participation of 13 major companies today brings together
more than 200 companies around the world Representing
a total annual electricity consumption of around 220
terawatt hours they committed to supplying 100
renewable electricity by 2050
REGAFI Means the register of financial agents kept by the ACPR-
Bank of France available at wwwregafifr
Registration Means the public registration procedure on the Public
Token Offering on the WPO online subscription platform
and carried out by EQUISAFE in advance of any subscription
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to the GreenTokens This procedure implies in particular
the creation of the User Account
REMIT Means European Regulation No 12272011 on the integrity
and transparency of wholesale energy markets
Repowering Replacement of equipment with new production
equipment of different characteristics
Reserve Means the allocation of GreenTokens held by WPO upon
issuance and intended to satisfy the mandatory demand for
Services-for-Data GreenTokens
Retrofitting Optimization of production equipment by adjustments or
the addition of improved components
Revamping Replacement of part of the components of the production
equipment or replacement of such equipment with the
same
SaaS (Software As a Service) Means a business operating model of software in which the
software is installed on remote servers rather than on the
users machine Clients do not pay a user licence for a
version but freely use the online service or more generally
pay a subscription licence
SCADA Means the system of control and retrieval of data (or
teleprocessing ) installed at wind and solar sites
Services-For-Data Major commercial and contractual innovation
implemented in the summer of 2018 WPO has the right to
traditional services In order to balance the model the
obliged
certified goods and services
Smart Claim Means WPOs commercial and contractual innovation
providing reliable contractual solutions for insurance claims
through Distributed Ledger Technology (DLT) The name
results from the synthesis between Smart Contract and
Claim
Smart Contract Means an IT protocol that facilitates checks and executes
the negotiation or performance of a contract or makes a
contractual clause unnecessary (as attached to the Smart
Contract) Smart Contracts generally have a user interface
and emulate the logic of contractual clauses which can
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therefore be partially or completely self-executed or
executed for validation or both
Smart PPA Means WPOs commercial and contractual innovation
providing reliable contractual solutions for the purchase
and sale of electricity between producers and buyers of
electricity production through the Smart Contracts of its
Distributed Ledger Technology (DLT) The name results
from the synthesis between Smart-Contract and Power
Purchase Agreement
Soft-cap Means the minimum amount to be collected during the
subscription peri
million
Subscription price Means the sale price of the GreenToken set for the Public
Token Offering The subscription price of the GreenToken is
fixed at 095 euros before any additional discount(s)
Target See Target Amount
Target Amount Means the amount WPO wishes to collect during the Public
Token Offering ie
Terawatt hour The terawatt hour (symbol TWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a terawatt ie one million megawatt hours
Tezos Means Cryptocurrency and the underlying computer
protocol (network) whose code is XTZ
Means the date of admission and first listing of the
GreenToken to a Digital Asset exchange platform
Tokenisation Means the evolution of the business model of WPO and its
professional ecosystem consisting of issuing GreenTokens
which the company will accept in exchange for its goods
and services including GoCert certificates
Transfer (n and v) Means the deed of assignment contribution donation
other by which a GreenToken or a GoCert certificate is
transferred to a third party as defined in the General Terms
and Conditions of Use
URSSAF In France organisation comprising of private bodies
responsible for a public service mission falling within the
regime
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User Account Means the personal account of a subscriber as provided for
in the General Terms and Conditions of Use
Utility Token Means any intangible asset representing in digital form
one or more rights that may be issued registered stored or
transferred by means of a Distributed Ledger Technology
(DLT) that allows the direct or indirect identification of the
asset owner referred to in article L54-10-1 1deg of the CMF
Utility Value Means the price of the GreenToken redeemed by WPO
Before the Token Listing the Utility Value is equal to the
Nominal Value After the Token Listing the Utility Value will
be the lower of one (1) euro and the Exchange Value
VAT Means the Value Added Tax applicable in France
Vesting Means the commitment to purchase GreenTokens from
WPO in respect of the Private Token Sale for a single
purchase (these are then referred to as Simple Vesting) or
in periodic purchases (these are then referred to as Multi-
annual Vesting)
White label Means a service or product designed by a company which
other companies rebrand and sell under their own brand In
the case of the GreenToken Project WPO will produce
GoCert certificates that it will provide to the operators of the
Certificate Markets who will distribute them under their
own brand and official designation without reference to the
WPO brand or the name GoCert
WPO Dashboard Means the secure and bespoke application for
teleprocessing and organisation of performance views of
large portfolios of power generation plants from renewable
sources Developed by WPO WPO Dashboard allows for the
real-time monitoring of production technical and financial
performance and changes in the health status of renewable
energy assets
WPO Directorate Means the corporate officers chairman and managing
directors of WPO
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110 Our orderbook
More than 85 of our revenue is recurring
Our secured order book amounts to 216 million euros ie the equivalent of more than three years of
revenue3
In 2019 orders for GreenTokens reached the invoiced and paid amount of 216000 euros For the 2020-
29 period contractual commitments to purchase GreenTokens reached 16 million euros and the
options to purchase GreenTokens reached 14 million euros (see Section Sales)
Supported by the strong growth of the renewable energy sector and our Services-For-Data business
innovation orders have increased by 27 over the past twelve months ie one gigawatt of added
capacity in Europe and overseas
Figure 4 Renewable Power Capacity serviced by WPO
111 Our brand name
An acronym for Wind Prospect Operations the three letters of our current name simply WPO
continue to proudly recall our pioneering roots Today they also refer to strong constitutive elements
of who we are and our mission We sincerely believe that the essence of our work is to help make the
world a better place by ensuring the delivery of reliable clean and sustainable energy in a word
positive
in the business of positive
112 Our experience
ble assets under management has grown to comprise
nearly two thousand wind turbines 12 million photovoltaic modules and 360 project companies Real-
time supervision of these power plants is the bedrock of our experience
At the crossroads of the renewable energy and green finance ecosystem in Europe we have advised
3
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of wind and solar power projects at all stages of maturity On site each year WPO performs 1000
technical inspections and 500 expert inspections for commissioning and end-of-warranty purposes
and carries out occasional on-site audits
The average availability of European assets managed by WPO is 39 greater than those managed
by third parties4 For our clients this performance represents a cumulative additional income of seven
million euros per year
113 Our team
We are driven by our desire to contribute to the Energy Transition together
Our 73 employees are based in Paris Manchester Dublin Stockholm and Frankfurt and in over
twenty additional service points across Europe All of whom are experienced professionals whose
skills integrity and commitment are fully recognised
Figure 5 Expertise at WPO
The WPO team is managed by a Management Committee a group of the most senior professionals
activities
If our experience and technical expertise are the pillars of our success the safety of our operations is
its keystone
In 12 years we have not experienced any major accident relating to our teams on site and the assets
under our supervision a source of pride and a mark of quality for our team and our clients
4 Automatic algorithmic calculation on all wind installations monitored in Europe by WPO defining a non-contractual average technical and energy availability on 18 Nov Lake)
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114 Where we are in Europe
Figure 6 Wind and solar sites serviced by WPO
Figure 7 WPO offices and service points
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115 Our clients
Our clients are the major players in the renewable energy sector owners investors lenders insurers
and reinsurers The activities of many of them are regulated and overseen by the European or North
American financial authorities
Some of our clients have been placing their trust in us for more than ten years Other clients trust us
to the point where they appoint us as executive officers (chairmen or directors) for their operations
In turn we trust them by accepting these responsibilities
116 Our references
Figure 8
INVESTMENT FUNDS
123 INVESTMENT MANAGERS GOODYIELDS CAPITAL
ACCESS CAPITAL PARTNERS GRAVEL CAPITAL
ACOFI GREENCOAT CAPITAL
ALLIANZ CAPITAL PARTNERS HG CAPITAL
ALLIANZ GLOBAL INVESTORS JOHN LAING
AREAM RENEWABLES KGAL INVESTMENT MANAGEMENT
AXA PRIVATE EQUITY (ARDIAN) MARGUERITE FUND
BLACKROCK RENEWABLES INVESTORS MEAG MUNICH ERGO ASSET MANAGEMENT
BLUE ENERGY NTR
BNP CLEAN ENERGY PARTNERS (GLENNMONT) OBTON
DYNAMIC CAPITAL OCTOPUS INVESTMENTS
CDC INFRA OFI-INFRAVIA
EWC GROUP CAPITAL PREMIUM
COILLTE QUAERO CAPITAL
CREDIT AGRICOLE ASSURANCES RESONANCE ASSET MANAGEMENT
CUBICO SUSTAINABLE INVESTMENTS PRIVATE INVESTMENT BANK
DIF - DUTCH INFRASTRUCTURE FUND SAMFI-INVEST
DOWNING TREIS PARTNERS (MANOR)
ENCAVIS TRUFFLE CAPITAL
EUROFIDEME 2 (MIROVA) TTR ENERGY
FORESIGHT GROUP WHEB INFRASTRUCTURE
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DEVELOPERS
ABO WIND NORDEX
AREVON ENERGY OVERALL RP
ARKOLIA ENERGIES SUN DEVELOPMENT
ENO ENERGY VELOCITA
ENERGIETEAM VENTO LUDENS
FORSA ENERGY VOLKSWIND (AXPO)
FUTUREN (EDF) WIND CLUSTER
INVENERGY WPD WPD OFFSHORE
ENERGY AND ELECTRICITY COMPANIES
BADENOVA EWZ - ELEKTRIZITcurrenTSWERK DER STADT ZUumlRICH
BKW GEgraveCTRIC
EDGE NA MONA GEG - GAZ ELECTRICITE DE GRENOBLE
CNR NATIONAL HRONE COMPANY IWB - INDUSTRIAL WERKE BASEL
EDP RENEWABLES TOTAL QUADRAN
EKZ RENEWABLES SERGIES
ENGIE GREEN ENGIE SOLAR SHELL NEW ENERGIES
EOS - ELECTRICITY OUEST SWITZERLAND STEAG - STEINKOHLEN-ELEKTRIZITAumlT AG
BANKS amp ADVISORY
BARCLAYS KFW IPEX
BNP PARIBAS MACQUARIE
BPIFRANCE MUFG - MITSUBISHI UFJ FINANCIAL GROUP
CAISSE DEPARGNE NATIXIS (BPCE ENERGIEECO)
CM-CIC NORD LB
COMMERZBANK RBS - ROYAL BANK OF SCOTLAND
AGRICULTURAL CREDIT SAAR LB
CREDIT COOPERATIF SOCIETE GENERALE
HCOB (HSH NORDBANK) TEVALI PARTNERS
LAZARD FRERES transaction R (ROTHSCHILD amp CO)
LLOYDS TRIODOS BANK
ING ULSTER BANK
INDEPENDENT PRODUCERS
AALTO POWER INNERGEX RENEWABLE ENERGY
AKUO ENERGY LEGENDRE ENERGIE (ARMORGREEN)
ATALANTE ENERGIES NEOEN
BORALEX OEKOSTROUM
EDD (ECO DELTA DEVELOPMENT) STABEDIX
SPECIAL ENERGY (ENERCOOP) TAALERI ENERGIEIA
FALCK RENEWABLES THRIVE RENEWABLES
REGIONAL PLAYERS amp MIXED ECONOMY COMPANIES
WIND ASSET SEM NIEVRE ENERGIES
BEGAWATT SICECO
CITEOLE REGISTERED OFFICE 27
EOLYS SIPENR
SEM RENEWABLE ENERGY SITE IN OUAGADOUGOU
SDESM ENERGIES WEST ENERGIES
Figure 8
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117 Our historical services
Asset Management Services As a private adviser and asset manager for world-renowned clients our team ensures the safety and
optimum performance of their assets through the expert resources we deploy 247365 adjacent to
their sites in Europe
bull Health safety and environment management
bull Technical and performance management
bull Commercial management and supplier contracts
bull Continuous monitoring and management of production facilities
bull Management of on-site activities
bull Management of stakeholders residents and public relations
bull Hosting and analysis of Production Data
bull Administrative and financial management
bull Management of credit agreements
bull Management of insurance policies and claims
bull Management of contracts for the purchase and sale of energy certificates and capacities
bull Management of REMIT obligations
bull Directorship mandate
Specialised Services We also provide a range of independent bespoke technical services at key points in the life cycle of
wind farms and solar installations Our experts advise our clients on the purchase sale financing and
refinancing of the assets on acceptance for guarantee purposes and on renewal of agreements
bull Technical due diligence
bull Tendering and procurement
bull Performance analysis
bull Post-construction wind amp solar energy capacity studies (recalibration)
bull Negotiation of contracts (equipment supply contract Operation amp Maintenance contract
aggregation contract etc)
bull Strategy to extend the life of production plants (Repowering Revamping or Retrofitting)
bull Audit inspections and technical measures (building oversight acceptance of works and
drawing up list of reservations inspection and end of warranty study video-endoscopy
inspection of blades and measurement of the angle of inclination electrical testing of
generators thermography etc)
bull Audit and Inspection of health safety and environmental controls
bull Advice on aggregation and trading of electricity
bull Insurance broking
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2 GreenToken Project Team
21 Our Executive Committee
The members of our Executive Committee are invested in the GreenToken Project Each of them
brings their experience know-how and particular expertise to ensure its success Client Relations
Technical Operations Health Safety Environment amp Quality Administration amp Finance Human
Resources Marketing amp Communication and - of course - IT amp Digitalisation
They are supported by all 73 WPO Group employees and by the network of partners institutions and
clients that are intrinsic to the ecosystem of the GreenToken Project
Bartheacuteleacutemy Rouer
CEO and cofounder
Duncan Levie
Managing Director and cofounder
Bartheacuteleacutemy Rouer graduated from INSA Lyon and is a
qualified mechanical engineer He joined the
renewable energy sector when France launched its
first renewable support mechanism in 2001
He worked as a project manager or director for several
companies such as Schlumberger Vergnet EnXco
(EDF Renewables) Shell Wind Energy (Royal Dutch
Shell) and UPC Renewables
He developed onshore and offshore wind projects in
France Spain Greece Italy the United Kingdom the
Netherlands Cuba Dominican Republic and China
before creating WPO in 2008
With 20 years of international experience in the
renewable energy sector Bartheacuteleacutemy sits on various
boards of directors for major institutional financial
investors
Duncan Levie graduated from Trinity College Dublin
with degrees in engineering and mathematics He
also holds a certified diploma in accounting amp finance
(ACCA) and qualified as a Chartered Engineer while
working for BP International where he held various
key positions in major projects for onshore and
offshore energy projects around the world
Subsequently Duncan co-founded and managed an
engineering services company in the energy
petrochemical and heavy industry sectors in Ireland
In 2010 he co-founded the UK amp Ireland asset
management business at Wind Prospect now WPO
Duncan sits on various boards of directors for large
institutional financial investors in the renewable
energy sector
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Lara Moretti
Director of Human Resources
Alexandre BERTRAND
Managing Director Digitalisation amp Data
Lara Moretti holds a
from ESSEC Business School with an expertise in
human resources She also has a degree in Public
Relations and a background in metaphysics and
psychology from the State University of New York
Lara began her career as a teacher at Education
Nationale and then worked at Vogue magazine
(Condeacute Nast Group) as a personal assistant to the
President Prior to joining WPO Lara was HR manager
at an American oil company
At WPO since 2012 she has been responsible for the
development and deployment of HR
management policy in line
strategy in a context of strong international growth
Alexandre Bertrand graduated from Eacutecole Centrale de
Marseille He joined WPO for the first time in 2010 as
Operations Manager He was then responsible for
setting up WPOs Technical Management
Department This department continues to occupy a
central position in services
Alexandre subsequently furthered his managerial
experience as Services Manager for Alstom Wind
(France Middle East and Africa) then as Leader of
Wind Services (Operations and Maintenance France
and Belgium) at GE Renewable Energy
With 17 years of experience in the renewable energy
industry Alexandre returned to WPO in 2020 where
business model focused on the collection security
and monetisation of Energy Data in connection with
the GreenToken Project
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Delphine Hubas
Health Environment and Quality Director
Youri Pasquier
Information Systems Director
Delphine Hubas graduated from Agrocampus de
Rennes and is a qualified engineer She also holds a
and Sustainable
Development
Delphine has been working in HSEQ since the
beginning of her career in various industrial groups
and consultancy firms
She has been working in the renewable energy
sector for over ten years and has developed her
career in Europe at several international companies
such as Vestas EDPR and EDF Renewables for
which she has put in place and managed the HSEQ
management systems certified according to ISO
OHSAS and MASE standards
At WPO she is responsible for developing and
putting in place the integrated HSEQ management
system and oversees the HSE operational control of
all wind and solar assets in Europe
Youri Pasquier first graduated in international
commerce from IPAG Paris and then as an engineer
(specialising in IT at ESIEE in Paris)
While working in pioneer companies such as Club-
internet and Vivendi Universal during the 2000s he
developed his IT technical expertise (security high-
availability infrastructure high-traffic digital platforms
e-commerce) He was then involved in the
development of ViaDirect a software editor and
international integrator specialised in information and
guidance in buildings Youri put in place digital amp IoT
equipment around the world on various cloud
platforms
rs by
operations management He then joined WPO in 2018
to take char
and their security
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Christophe Cuzol
Operations Director
Herveacute Gagnaire
CFO
Christophe Cuzol graduated from INSA in Lyon and
is a qualified mechanical engineer In 1999 he took
his first job in the renewable energy sector in
Germany before returning to France when the first
renewable support mechanism was launched in
2001
His first responsibilities were in the development of
wind farms and then in technical studies with more
than 200 wind measures deployed in 10 European
countries
In 2008 he set up the operating division at VSB
Energies Nouvelles This division enabled the
company to become a major player in technical
management services for renewable assets on the
French market with more than 600 MW of wind
farms and supervised photovoltaic installations
He joined WPO in 2018 to head-up the technical and
operating management services on behalf of third
parties at group level and to guarantee the same
quality of service to all its European clients
After graduating from HEC Paris Herveacute Gagnaire
began his career as a strategic and organisational
consultant in a firm founded by former consultants at
Bain amp Mc Kinsey
After ten years in the firm he then joined the
Management of System U (central retailer of Super U
stores)
After working at the textile company Jennyfer as
Director of Flow Management Herveacute then held
management control and financial management
positions in sectors such as engineering and non-
structural building works while studying for a
management accounting diploma at Cnam Intec
(Diploma obtained in 2014) Before joining WPO Herveacute
worked with SMEs as an external financial director
including the INSEAD Business School
At WPO he is responsible for corporate administration
and financial management both internally and on
behalf of third parties as well as financial consolidation
and management control of the GreenToken Project
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22 Legal advice
CMS LEFEBVRE AVOCATS SELAFA (SIREN 722 047 164 RCS Nanterre) 2 rue Ancelle 92522 Neuilly-
sur-Seine France
The CMS network (wwwcmslaw) of which CMS Lefebvre Avocats is a member has nearly five
thousand lawyers in 43 countries and 75 offices
Missions Legal and tax validation of the business plan drawing up of commercial contracts legal and
regulatory assistance for the structuring of the GreenToken and GoCert certificate and assistance in
drafting the Information Document
23 GreenToken technology
EQUISAFE SAS (SIREN 845 383 645 RCS Paris) 18 rue des Capucines 75002 Paris France
EQUISAFE (wwwequisafeio) is a technological infrastructure provider for the issuance distribution
and management of the life cycle of Digital Assets and financial securities EQUISAFE has the status
of Payment Service Provider Agent approved by the ACPR-Banque de France under number
REGAFI 85392
Missions Design and issue the GreenToken through the EQUISAFE platform
24 Escrow and Conservation of Legal Currencies
(wwwfinuzesfr) is an Investment Services Provider (ISP) approved by the
ACPR-Bank of France under number REGAFI 19112
Missions Receive hold in escrow and custody of subscriptions made in legal currency
25 Custody and holding of Digital Assets in escrow
COINHOUSE SAS (SIREN 815 254 545 RCS Paris) 35 rue du Caire 75002 Paris France
COINHOUSE (wwwcoinhousecom) is an online platform and physical foreign exchange counter to
buy sell and store Cryptocurrencies COINHOUSE CUSTODY SERVICES is the sister company
specialising in the custody of digital assets on behalf of third parties COINHOUSE has both
mandatory registrations issued by the AMF for the purchase and sale of Digital Assets against euros
and the custody of Digital Assets COINHOUSE CUSTODY SERVICES has obtained the mandatory
registration issued by the AMF for the custody of Digital Assets
Missions Receipt holding in escrow and custody of subscriptions made in Cryptocurrencies through
a multi-authorisation system At the end of the process and on instruction conversion of
subscriptions into euros
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26 Identification of subscribers
Lemon WAY SAS (SIREN 500 486 915 RCS Bobigny) 14 rue de la Beaune 93100 Montreuil France
Lemon WAY (wwwlemonwaycom) is a Payment Service Provider (PSP) approved by the ACPR-
Banque de France under number REGAFI 16568
Missions Identification of subscribers (KYC and KYB) anti-money laundering and combating the
financing of terrorism (AML-CFT) collection and ring-fencing of funds for subscriptions contracted
by EQUISAFE and that are in foreign currencies which are legal tender
27 GreenToken Listing
CRYPTOEXCHANGE SAS (SIREN 828 416 123 RCS Paris) 7 rue Poirier de Narcay 75014 Paris France
SAVITAR (wwwsavitario) is the platform for trading and exchanging Digital Assets carried out by
CRYPTOEXCHANGE
Missions Pricing the GreenToken on the day after the issue date and fair management of market
activity and conditions of exchange for users
28 Bank
CREacuteDIT COOPEacuteRATIF SCA (SIREN 349 974 931 RCS Nanterre) 12 boulevard Pesaro 92024 Nanterre
Cedex France
Credit COOPERATIF (wwwcredit-cooperatifcoop) is a French credit institution authorised by the
ACPR
Missions Depository of funds in euros collected by WPO after the release of the escrow accounts and
the provision of traditional banking services
3 Interests including conflicts of interest that may
affect the Public Token Offering
WPO is not aware of any internal or external situation constituting a conflict of interest that could
significantly affect the Public Token Offering or harm the public or the smooth running of the
GreenToken Project
In particular no free distribution of GreenTokens will be made before or during the Public Token
Offering with the exception of a distribution of tokens to WPO employees as described below
31 Free distribution of GreenTokens to WPO employees
As agreed with its Social and Economic Committee WPO plans to distribute 30 GreenTokens to each
WPO Group employee free of charge for each month of service (intern apprentice employee or
corporate officer) present on the closing date of the subscription period of the Public Token Offering
subject to reaching the minimum amount (Soft-cap)
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This initiative represents a maximum distribution of around 100000 GreenTokens
The free distribution of GreenTokens is limited to 07 of the Quantity
This allotment based on length of service promotes social geographical and corporate cohesion
within the company It -term commitment regardless of their hierarchical
position or salary level
The distribution is planned to take place on the same date as that of the allocation of GreenTokens
to subscribers (See Section Time frame of the Public Token Offering) If applicable the non-allocated
GreenTokens will be placed in the Reserve
WPO employees may choose to acquire more GreenTokens in connection with the Public Token
Offering under the terms and conditions of subscription set out in this Information Document
without any particular advantage These subscriptions will not represent a significant portion of the
Public Token Offering
32 List of exposed beneficiaries
To date there are five identified beneficiaries of the Free distribution of GreenTokens to WPO
employees who are involved in the Governance of WPO and the GreenToken Project
They will receive a total of 13776 GreenTokens representing less than 01 of the total tokens to be
issued (See Figure 9 below) This quantity does not have a significant impact on the Public Token
Offering
Figure 9 List of exposed beneficiaries and details of their allocation of GreenTokens
First name Last name Function(s) and any conflict(s) of interest
Seniority Number of free
tokens of the Quantity
Bartheacuteleacutemy Rouer Chairman and co-founder majority shareholder of WPO
2008 4562 003
Duncan Levie Managing Director and co-founder minority shareholder of WPO
2010 3406 002
Lara Moretti Director of Human Resources
2012 3067 002
Alban Jehu Optimisation and Innovation Manager Member of the Investment Advisory Committee
2014 2218 001
Alexandre Bertrand Managing Director minority shareholder of WPO
Member of the WPO Investment Advisory Committee
2020 523 Not
significant
Total 13776 009
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4 Governance of WPO
41 Governing bodies
Executive Officers WPO is a French simplified company limited by shares The executive officers assigned are those of
CEO and Managing Director and form the executive management of the company (the WPO
Directorate) These executive offices are governed by the articles of association of the company and
bull Since the creation of WPO in 2008 its CEO has been Bartheacuteleacutemy Rouer
bull Since the merger with the Irish and UK platform in 2015 its Managing Director has been
Duncan Levie
bull Since 2020 its Chief Digitalisation Officer responsible on putting in place the GreenToken
Project has been Alexandre Bertrand
Strategic Committee Th
implementation A number of decisions and acts of the WPO Directorate must be previously
authorised by a resolution of the Strategic Committee and cannot be implemented in the event of
an unfavourable decision of the Strategic Committee
Its ex officio members are the shareholders WPO executive officers
Management Committee The purpose of the Management Committee is to oversee and steer the functional and operational
governance of WPO It is structured into two sub-committees
Executive Committee (ExCom)
The ExCom is composed of the WPO Directorate and the functional directors of the company (eight
members) It provides advice and makes collegial decisions on all WPO functional and operational
topics including strategic directions the budget and proposals from the different departments The
ExCom also manages the GreenToken Project as has been seen above
Operating Committee (OpsCom)
The OpsCom
It expresses the needs and proposes the budgets and solutions that it believes are necessary for the
smooth operation of WPO operations and implements decisions with field teams and support staff
Social and Economic Committee Provided for by law put in place in 2012 the WPO Directorate and elected staff representatives meet
each month In particular they conduct an annual company climate survey open to all employees of
the WPO group in order to assess the overall level of satisfaction of employees and to work together
in implementing improvement actions
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Investment Advisory Committee Set up in 2019 the Investment Advisory Committee advises management on the good
governance of the GreenToken Project and Production Data
For more details see Section GreenToken Project Decision-Making and Governance Mechanisms
42 Principles
The principles of governance th -control
and collegiality These principles apply to the six companies in the WPO group and to the transactions
relating to the 360 companies that have placed their trust in us
The powers and cap Delegated which is updated
annually and at each staff movement
The collegial decision-making operates through the Strategic Committee the Management
Committee the Social and Economic Committee and the Investment Advisory Committee or their
working groups
The directors and departmental heads comprise of two-person teams in the event that one of them
resilience allow for cross-approvals and minimise silo or solitude effects associated with the
responsibilities of management
43 Results
As proof of our rigorous and agile management we have observed since the creation of WPO in 2008
bull The certification without qualification of our parent company (and consolidated) accounts by
the Statutory Auditor including the 2019 accounts
bull The absence of disputes with any employee or former employees
bull The absence of commercial disputes with any client or former clients
bull The absence of any refusal of insurance
bull No insolvency
bull Completion of a company audit (URSSAF) without any penalty
bull Completion of a VAT tax audit without any penalty
5 Statutory Auditor
A Statutory Auditor has been appointed and has audited the WPO parent company financial
statements in accordance with the laws and regulations since the company was founded in 2008 It
has also audited the WPO Group consolidated accounts since the internationalisation of our activities
in 2016
The Principal Statutory Auditor is CECAM (SIREN 311 306 591 00034 RCS Paris) in the person of its
Associate Managing Director Paul Foubert (LinkedIn)
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The mission of the Statutory Auditor has been extended5 to include this Public Token Offering
In this context it will
bull produce an audit report specific to the subscription of the Private Token Sale attesting to
the amounts effectively subscribed on the opening date of the public offering
bull produce an audit report specific to the subscription of the Public Token Offering attesting to
the Amount Effectively Collected and if it reaches the Minimum Amount (Soft-cap) and the
Maximum Amount (Hard-cap) on the closing date of the public offering
bull carry out the due diligence required to release the escrow accounts and to transfer the funds
to the bank account of WPO or where applicable to buy the tokens back from the
subscribers
bull produce an annual audit report specific to the management of GreenTokens including
events related to the issuance prices and stock of GreenTokens at each year end on 31
December
These reports are sent to the WPO Directorate and the Investment Advisory Committee They are
published on the WPO website (wwwwpoeu)
5 According to engagement letter reference CLHBPF dated 5 December 2019
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PART 2 - THE GREENTOKEN PROJECT
1 Our Project
The GreenToken Project aims to create the conditions of trust required to accelerate the Energy
Transition through the transforming power of the decentralised web
WPO wishes to create a new energy business model based on the reliability of renewable energy
production and the involvement of all stakeholders (business and citizens)
WPOs real-time supervision of wind and solar assets enables it to collect a vast amount of data on a
daily basis either electrical mechanical meteorological etc The intelligent use of this data improves
the profitability of wind farms and solar installations by reducing production costs (eg anticipation
of maintenance problems automation of management actions etc) and maximising energy
efficiency
The use of data will also enable WPO to produce and market private real-time renewable energy
production certificates called GoCert certificates registered and transferred through a Distributed
Ledger Technology (DLT) Through these certificates and for each planned use of this technology
new solutions will be provided that will optimise existing processes beyond traditional applications
for the operation of wind farms and solar installations
The GreenToken Project is a new business model based on the issuance of GreenTokens These
tokens will be the only instruments for obtaining GoCert certificates It will also be possible to pay
using these tokens andor legal tender currencies for the other goods and services offered by WPO
and the GreenToken Network a network of professional partners operating and optimising the
production of renewable energy
By holding a GreenToken an individual or company owns a tool for optimising and certifying the
production of green energy It is also an alternative source of pre-financing and an innovative means
of payment to reward individuals and companies engaged in environmental matters The use of
GreenTokens in the renewable energy ecosystem will eventually create a true network of
professionals organised around this tool thus increasing traceability
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access production data and the ability to sell GoCert certificates and GreenTokens have been
validated A Private Token Sale has been under way since April 2019
This Public Token Offering approved by the AMF will create the primary market for GreenTokens It
is planned for between 8 September and 12 November 2020
The admission of the GreenTokens to trading on one or more Digital Asset exchange platforms
scheduled immediately after the issuance of the tokens will create the secondary market
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2 Current business model (2008-19) consultancy
intermittent and short-term by nature bring clients to
subscribe to our Asset Management Services which are recurring and long-term
These Asset Management Services provide the operational knowledge necessary for the relevance of
the Specialised Service
Figure 10 expertise
After the Public Token Offering WPO will continue to offer its historical services with the same level
of quality according to our new business model as this quality is why our clients give us access to
their data
3 New business model monetisation of Production
Data
Faced with the drive to accelerate the Energy Transition WPO has chosen to innovate
As an innovation WPO services may be exchanged for the right to access and use the Production
Data owned by our clients through our Services-For-Data innovation
This grows our Data Lake a source of Our new certified goods and services based on the knowledge
of WPO and presented below They are embodied in the form of private GoCert production
certificates accessible through our Utility Tokens the GreenTokens
Thus WPO will proceed with acquiring vast amounts of energy production data from renewable
sources in exchange for its services and then monetisating them through the Blockchain and
Artificial Intelligence
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Figure 11 Monetisation of Production Data
31 Our Services-For-Data
Through a major commercial and contractual innovation in place since summer 2018 WPO has
acquired the right to monetise its Production Data in exchange for its historical and future
services and its new certified goods and services this is called Services-For-Data
In practice WPO sells services to its client which it invoices In return the client sells to WPO the right
to use their Production Data which it invoices Thus one invoice offsets the other
To balance the model the client is obliged to purchase GreenTokens from WPO When the contract
is recurring the purchase of GreenTokens is also recurring
The client may also purchase GreenTokens from other holders or from the Digital Asset exchange
platform(s) on which the GreenTokens will be admitted for trading
As a result Services-For-Data is a powerful growth lever that feeds our Data Lake substantially
Figure 12 Services-For-Data contractual features (Click on the frame or here)
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32 Our Data Lake
Positioned on an extensive and economic Redshift Cluster (multi-nodal cloud-based Amazon Web
Service data warehouse) our Data Lake contains more than 645 Gigabytes of production data
Already remarkable in size and quality it is now growing exponentially (+30 per annum)
Our digital remote management platform is compatible with most of the markets SCADA systems
It extracts and standardises the Real-time Production Data For example the task planner
automatically launches approximately 250000 daily tasks mainly imports to or operations on our
data warehouse
Developed for the operational needs of WPO it is now sold in exchange for euros or GreenTokens
under a SaaS licence under the name WPO Dashboard to world-renowned clients6 owners of wind
farms and solar installations in 12 European and overseas countries
Figure 13 Screenshot of WPO Dashboard
Its main role today is to unify the various data sources so that the production data is in a
homogeneous structure for storage and visualisation purposes
On this solid and industrialised base our first algorithms have already been validated and are used
daily by our engineers
Today developed on the basis of algorithms by our engineers already allow us to
simulate the behaviour of power plants under given conditions WPO has thus been able to detect
the issues requiring immediate corrective action or recommend operational improvements and
predictive maintenance actions valued at around 7 million euros of additional production
6 For example Allianz Capital Partners (Allianz Group) and Total Quadran (Total Group)
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For the future we are considering deploying high value-added Artificial Intelligence systems in a Big
Data environment in partnership with our clients and other members of the GreenToken Network
33 Our GoCert
Hitherto we have been known as the European manager of positive energy We now wish to become
trusted third-party high-tech certifier
Using Distributed Ledger Technology (DLT) WPO creates private secure and reliable production
certificates called GoCerts
Each GoCert cert
certified goods and services
A separate GoCert certificate type will be created for each line of certified goods and services
marketed by WPO These lines are described in the Section Our new certified goods and services
below
Each GoCert certificate is issued in real time from production sites and is linked by a computer key to
all the production data stored in our Data Lake (eg meteorological geographical pricing etc)
Figure 14
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In the field WPO will equip the facilities it supervises with very-low-consumption (or even standalone)
IoT type Oracles acting as secure data capture tools and as trusted entry points for our Distributed
Ledger Technology (DLT)
The GoCert Consortium will certify the uniformity authenticity and history of ownership of GoCert
certificates
Ownership of a GoCert certificate may be obtained on the GoCert Consortium in exchange for
GreenTokens by using Smart Contracts Once the GoCert certificate is cancelled (voluntarily or
failing that on the expiry date ie 36 months after the issuance of the certificate) it will allow its last
owner to benefit from a positive unique and reliable contribution to the development of energy
production from renewable sources (see the Section Value analysis)
GoCert certificates will feed the various lines of monetisation of the Production Data developed by
WPO through its new certified goods and services
The value in euros of GoCert certificates will be set by WPO for each line of monetisation of the
Production Data
The value of all GoCert certificates assigned to the client will be equal to the services provided by
WPO for this client
Under no circumstances will the transfer of ownership of a GoCert certificate result in the transfer of
ownership of the Production Data that the certificate represents
Finally the only instrument by which GoCert certificates may be obtained will be our Utility Token -
the GreenToken - which is the compensation unit for the work of calculation and operation (also
called Gas) of the GoCert Consortiums Smart Contracts
34 Our GreenToken
We have created our own Utility Token called GreenToken which is the instrument needed to
acquire GoCert certificates through the GoCert Consortium
GreenTokens are issued by WPO on a public network accessible by everyone around the
world and at any time The transactions stored therein are encrypted non-modifiable
non-deletable accessible in read mode by everyone without a central governance body
and fully decentralised
GoCert certificates will be issued by WPO on a semi-permissioned Distributed Ledger
Technology (DLT) the GoCert Consortium where each of the thirty participants will have
a node of the network in its infrastructure and where a sufficient number of participants
will need to validate transactions to add a block to the chain
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The GreenToken and the functions rights and obligations attached to it are described in PART 3 -
RIGHTS AND OBLIGATIONS ATTACHED
35 Our new certified goods and services
Anyone will be able to exchange GreenTokens for WPOs new goods and services Even if the price of
these new WPO goods and services is still expressed at market value in foreign currencies their
corresponding value in GreenTokens their Utility Value will be accepted by WPO
WPO will offer industry players not only more efficient secure and transparent applications but also
a new business model and where applicable a new revenue Partnerships will therefore be facilitated
and encouraged Through multilateral and decentralised exchanges everyone will be able to better
manage their contributions and make use of their contributions to accelerate the Energy Transition
There are already and will be a network of partners in our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchanging their own goods and
services
The Project is intended to operate in all countries where WPO is active regardless of the outcome
and where applicable the terms of Brexit
Specifically WPO has developed its Information Systems to promote the use of GreenTokens in the
energy sector according to the four lines of monetisation of the Production Data via GoCert
certificates presented below
GoCert1 - enhanced technical expertise
Case of WPO
service offering (see Section Our historical services ) The client base business flow and European
footprint will be gradually converted to the new business model
In practice anyone - historical or new client data holder or not - will be able to exchange their
GreenTokens for analyses audits advice expertise inspections licences tests and measurements
etc carried out by WPO These services are a source of Production Data which will feed our Data Lake
in return
certified goods and services
like the receipt issued on payment by credit card for example The value of all GoCert certificates
assigned to the client will be equal to the services provided by WPO for this client
WPO will also produce indicators of general interest for the general public to contribute
to the sharing of knowledge and the dissemination of technical and economic markers
for renewable energy These will be published online and will allow for example the
benchmarking of its performance with existing plants or resource or
production index to ensure reliability of its own indicators and to monitor the progress
of the Energy Transition in its region or in the world
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l size and is growing at an exponential rate This data is valued
by the continued development of algorithms including Machine Learning Algorithms so that WPO
services continue to improve in quality and efficiency and thus strengthen its position as an
undisputed leader in its historical business
The implementation of this enhanced technical expertise depends solely on our know-how and the
quantity of available Production Data which is quickly growing
Case extended to the GreenToken Network
ill also be able to accept the GreenToken as a
means of exchanging their own goods and services (see Section GreenToken Network) and will allow
the issuance of the corresponding GoCert certificates
GoCert certificates proof of purchase of goods and services from the GreenToken Network could
ultimately become proof of a contribution to the Energy Transition
This service will be operational at the end of the Public Token
will launch the GoCert Consortium and enable it to achieve the required maturity to serve as the
below
HOW IT WORKS
A WPO client wishes to have an assessment of a renewable power plant
bull WPO submits a quote with equivalent value in GoCert certificates and
GreenTokens
bull Client mandates WPO
bull WPO carries out the examination and invoices for its service
bull The client must have (and if necessary acquire) GreenTokens to purchase the
required number of GoCert certificates
bull The clients GreenTokens are exchanged for the required number of GoCert
certificates issued by WPO
At the end of the transaction
bull The client has received its assessment report and the GoCert certificates which he
can take advantage of
bull WPO has received the GreenTokens and if any the Production Data recorded in
its Data Lake
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GoCert2 - Short circuit electricity trading With the programmed stoppage of public subsidies for the production of energy from renewable
sources and with the spread of green electricity offers the dynamics of prices and energy supply will
become even more erratic As a result speculation on Power Purchase Agreements will intensify
In keeping with its mission to contribute to creating the conditions of trust in the Energy Transition
WPO will be able to provide reliable and decentralised contractual solutions between producers and
off-takers through the Smart Contracts of the GoCert Consortium Distributed Ledger Technology
(DLT)
GoCert certificates will represent the contractual value of traded electricity and GreenTokens will be
needed by the co-contracting parties to access the trading service
These Smart Contracts will be marketed by WPO under the name Smart PPAs or blockchain Power
Purchase Agreements They will be designed to provide End-to-End traceability and to emulate the
contractual features of the value chain of each megawatt hour
This solution capitalises on the ability of Distributed Ledger Technology (DLT) to remove the role of
intermediaries in traditional business and in this case energy In 20177 companies actively
consumed around 465 terawatt hours of electricity from renewable sources a comparable figure to
the electricity consumption of a large economy such as France and its 67 million inhabitants
WPO plans to achieve a granularity level of exchanges as fine as those of collective or individual
consumption for example
business position alongside producers and other
market players (aggregators suppliers) to test our Smart PPA pilot offer within 24 to 36 months of
7 Forward-
IRENA (Source)
Power Purchase Agreement also embodies the will of electricity consumers who
wish as the case may be to promote the construction of new facilities (additionality
concept) local facilities close to its consumers to develop an economic activity close to its
allow the
demonstration of this commitment monitoring real-time consumption and production
using Blockchain and S
CAP GEMINI 27052019 (Source)
Not all electricity suppliers are the same Many of them deceive consumers by offering
green electricity supplies that are in fact not renewable power offers [] By changing
electricity provider we can therefore become a player in the energy transition Alix
MAZOUNIE Energy Campaign Manager at Greenpeace France on 28092018 (Source)
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the Public Token Offering However the implementation of Smart PPAs will depend on the rate at
which wind farms and solar installations no longer rely on subsidies and the maturity of a market free
of public support mechanisms
GoCert3 - The provision of high-reliability certificates to Certificate Markets Because blockchain certificates are an obvious perfectly reliable and cost-effective traceability
solution the Certificate Markets will at maturity whole heartily adopt them
For the first time in the world a project to issue energy certificates in the form of WPO GoCert
certificates has been brought to the required industrial and commercial scale8
WPO will therefore enhance the value of the GoCert Consortium vis-agrave-vis the Certificate Markets by
supplying GoCert certificates as White Label certificates and thus contribute to creating the
conditions of trust in these different labelling mechanisms
GoCert certificates issued by WPO will be the reliable unbranded digital support for a given
Certificate Market which will acquire them from WPO and issue them under their official name
GreenTokens will be required for users at each stage of the certificate life cycle (issuance transfer
export etc)
Initially we are considering the Market of Certificates of Guarantees of Origin targeting the
ified by RECS International9
Figure 15 Certification of renewable energy production Source USA Environmental Protection Agency
European North American or Asian national registry managers of Guarantees of Origin (or equivalent)
will be able to acquire GoCert certificates as White Label certificates They will formally issue them in
8 Quote from Isabelle Kocher former chairwoman of the ENGIE energy group during the presentation of the GreenToken Project on 9 February 2019 at the Top 2019 organised by the French Association of Private Enterprises (AFEP)
9 Opinion report in Engits summary in French (Source)
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their name in the form of blockchained Guarantees of Origin (or equivalent) on their respective
Certificate Markets
The GoCert Consortium will create the conditions for the compatibility of international certificate
systems (such as the European EECS the North American REC or the I-REC for the rest of the world)
and the conditions for interoperability
Inclusively Certificate Market players including national registry managers will be invited to
participate in the GoCert Consortium as the network authority ie its administrators with the same
rights as WPO
If the GoCert Consortium administers the registers in an extremely reliable manner the reliability of
the input Production Data that feeds them will also be guaranteed Indeed Oracles installed by WPO
on the production sites will evaluate the data from End-to-End In addition this data is systematically
certified at source by two third parties that are independent trustworthy and long standing
1 On the one hand the electricity distribution or transmission network operator acting as the
operator of the electric meter who measures the quantities of electricity injected by the
power plant on its network and
2 On the other hand the statutory auditor of the company that owns the power plant which
independently corroborates with third-parties and validates the invoicing and payment of
these quantities by a market participant aggregator or buyer
According to the projection of the RECS International Association (Figure 16 see below) the Market
of Certificates of Guarantees of Origin will reach its maturity from 2022-23 By then the number of
Guarantees of Origin sold and cancelled will equal the number of Guarantees of Origin issued in
Europe for a volume of approximately 1100 terawatt hours ie approximately 11 billion certificates to
be issued
We want
of the Certificates Market (aggregators suppliers and above all registry managers) to test our White
Label offer within 24 to 36 months of the Public Token Offering
look very closely at the various developments in blockchain technology and consider
that this technology could support the Guarantees of Origin me Dirk VAN
EVERCOOREN President of the AIB - ASSOCIATION OF ISSUING BODIES in The
Renewable Energy Journal special edition March 2019 (Source)
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Figure 16 European Market of Certificates of Guarantees of Origin 2016-2025 in terawatt hours Source RECS International GO Monitoring 2018 Report
GoCert4 - The provision of digitalized insurance tools for renewable energy WPO has been active in claims and claims management and insurance brokerage in the renewable
energy sector since 201410 In an increasingly competitive and highly financialised sector WPO
certification tools developed as part of the GreenToken Project will also be able to help optimize some
aspects of the current insurance market
Firstly this can be done by automating the declaration phase of a cover or claim Indeed Distributed
Ledger Technologies and in particular the automatic performance of Smart Contracts allow us to
avoid the traditional declaration (form claim verification triggering compensation) for a whole series
of risks whose severity or compensation are now uneconomical for both the insured and the insurer
As a loss adjuster certifier of the production it supervises WPO is naturally able to initiate the Smart
Contracts for the automatic handling of claims in respect of certain covers and losses
10 Through its sister company ENRSUR SAS a company of the WPO group registered with the Paris Trade and Companies Register under the SIREN number 804 735 777 and the Register of Insurance Intermediaries under number ORIAS 140 065 63
69
6
718 79
1
853 920 99
3
107
1
1155 12
46
134
4
234
197 17
6 144 10
7 64 16
0
0
0
225
258 27
7 303 33
2 363 39
7 435
47
6 520
0
200
400
600
800
1000
1200
1400
1600
1800
2000
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Production not certified because of receiving subsidiesstate aids
Production available for certification with Guarantees of Origin
Production for which Guarantees of Origin are issued
Total Guarantees of Origin Cancelled
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ent in an orderly fashion
allowing for a statistical comparison of a claim (cover or loss) to a representative operational reference
for a given compensation scheme both for damage to equipment and associated production losses
GoCert certificates will represent the contractual value of the loss or the negotiated cover and
GreenTokens will be necessary for the co-contracting parties to access the automated declaration
service
These Smart Contracts will be marketed by WPO under the name Smart CLAIMS or blockchained
claims
Beyond that an insurance model based on our Smart Contracts could be that of index-based or
parametric insurance ie insurance linked to an index such as wind speed or solar irradiation The
Smart Contract between the client and WPO (or the insurer) could stipulate that a payment is made
after a number of days without enough wind or sun The contract is based on reliable external
meteorological data allowing Oracles to automatically trigger a payment without the intervention of
a loss adjuster or the need for the insured to make a claim
This model also applies to the case of warranties granted by manufacturers and maintenance
companies A Smart Contract between a client and WPO (or the manufacturer or maintenance
company member of the GreenToken Network) may stipulate that a payment be made after a
number of days of equipment failure or when a component is replaced or certified as being defective
by the control system or if the work is not completed within the guaranteed time frame
We want
manufacturers and insurance market players (insurers brokers and loss adjusters) to test our Smart
CLAIMS offering within 24 to 36 months of the Public Token Offering
4 Legal and regulatory aspects specific to WPO or the
GreenToken Project
s consulting and asset management services in the energy sector
The new WPO business model will be based on the issuance of private certificates and cryptographic
tokens Since this model is disconnected from the supply of energy to end-consumers it is
independent of the Guarantees of Origin moreover exclusively financed by private funds freely
allocated it does not constitute or affect any state aid scheme We have taken care to validate its legal
Blockchain technology is a unique point of truth on which we can build partnerships
Above all it is a means by which we can respond to our clients faster and offer the best
possible service by optimising processes and identifying low added value tasks
Crozier Head of the Global Blockchain Skill Centre at ALLIANZ TECHNOLOGY (Source)
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basis and have received nihil obstat11 from the relevant departments of the European Commission
and the authorities of our key markets
41 European Commission
DG for Energy The Directorate-General for Energy confirmed in writing that our GoCert certificates are not
Guarantees of Origin and are not incompatible with the European framework for Guarantees of
Origin
DG for Competition The Directorate-General for Competition confirmed
renewable sources could sell their data to WPO and participate in WPOs certificate and token system
without affecting their right to state aid granted under public financial support schemes
42 France
bull President of the Republic - Energy Environment and Transport Council [o]
bull President of the Republic - Councillor for Digital Transition [o]
bull Prime Ministers Office - Technical Energy Adviser [o]
bull Ministry of Economy and Finance - Treasury Directorate-General (DG Tresor)
bull Ministry of Economy and Finance - Tax Legislation Directorate (DLF) [o]
bull Ministry of Ecological and Community Transition - Office of the Minister [o]
bull Ministry of Ecological and Community Transition - Directorate-General for Energy and
Climate (DGEC)
bull Agency for the Environment and Energy Management (ADEME) [o]
bull Financial Markets Authority (AMF)
bull Banque de France [o]
bull Caisse des Deacutepocircts et Consignations [o]
bull Bpifrance [o]
43 Ireland
bull Commission for Regulation of Utilities (CRU) [o]
11 When nihil obstst has been given orally the relevant authority is followed by the symbol [o]
guarantees of origin of electricity produced from renewable sources ie for the
purpose of demonstrating the origin of electricity supplied by a supplier in
connection with a commercial offer the issue and transfer of GoCert certificates are
not likely to call into question the contracts referred to in articles L121-27 L311-12
L314-1 L314-18 and where applicable L314-26 of the French Energy Code as
provided for by paragraphs 3 and 4 of article 314-
DGEC - Letter of 1 July 2018
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bull Department of Communications Climate Action and Environment (DCCAE)
44 Sweden
bull The Swedish Energy Agency (Energimyndigheten)
45 United Kingdom
bull Office of Gas amp Electricity Markets (OFGEM)
bull Department for Business Energy amp Industrial Strategy (BEIS)
5 Deployment Strategy
51 Access to Production Data
The renewable electricity production Data Lake compiled on W or secured through
contractual commitments (or options) already represents a volume of approximately 100 terawatt
hours or the annual electricity consumption of approximately 17 million Europeans
The Production Data comes from our continuous supervision of a portfolio of more than 600 wind
and solar sites operating in 12 European countries for more than 10 terawatt hours a year
Figure 17 Hourly import of Production Data to WPO servers (click on image or here)
The first results are conclusive In 12 months the industrial capacity of one gigawatt has already been
secured under the Services-For-Data model and more than two additional gigawatts are currently
the subject of advanced discussions
Future mandates will concern new clients based on a transformation drive staggered over the 2018-
2022 period (see Figure 18 below)
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Figure 18 Deployment forecast of the Services-for-Data model and quantity of Production Data on WPO systems
To realise this potential we have developed standardised connection acquisition and storage
technologies that can quickly be deployed on a very large scale and at controlled costs
52 Create a long-term buyer category of GreenTokens
Our traditional clients are required to buy GreenTokens from WPO as long as they want to benefit
from Our Services-For-Data It works in a way similar to mutual societies or cooperatives that require
their customers to become members prior to having access to their goods or services to perpetuate
the model
As a result of this compulsory acquisition purchases of GreenTokens grow with the growth of WPO
according to the principle one GreenToken bought is worth [X] euros of services effectively provided
by WPO which services have at each moment a real market value
Between April and December 2019 90000 GreenTokens had already been purchased and paid at
Nominal Value to WPO by some of our clients institutional infrastructure fund managers and
alternative energy producers in seven countries (France Sweden Finland Ireland Italy United
Kingdom and Sweden)
85 90100
113129
165
314
750
70
700
0
10
20
30
40
50
60
70
80
90
100
2017 2018 2019 2020 2021 2022 2023 2024
Standard Services Services-For-Data WPOs Data Lake (TWh)
ess model is that its traditional clients alternative producers
and regulated investment fund managers are contractually committed to the recurring
purchase of GreenTokens at market value each year for periods of up to ten years A
category of long-term buyers is thus created Subsequently WPO plans to register a
price-floor for new contracts to support the trading price of the tokens
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In 2020 the contractual purchase and sale not yet invoiced at Nominal Value of more than 100000
GreenTokens by 8 different clients has already been secured And we are observing an acceleration
in demand (see Section Sales below)
For the period 2020-2029 recurring contractual commitments and options to purchase GreenTokens
now secured stand at 16 million euros and 14 million euros respectively
Our traditional clients will be inclined to use their GreenTokens to access Our new certified goods and
services If they need more GreenTokens they could first obtain them from the other GreenToken
holders on the Digital Asset exchange platform(s) and where applicable from WPO
Gradually our new order book will be Tokenised (see Tokenisation) while our existing order book
and business flow will allow for a smooth transition to the New business model monetisation of
Production Data
53 Create a primary market and a community of GreenToken
buyers
By offering the public the opportunity to buy our tokens through the Public Token Offering we aim
to establish a community of GreenToken users to respond to the drive to accelerate the mobilisation
and promotion of renewable energy
54 Create the conditions to ensure liquidity of GreenTokens
underpinned by the unavoidable growth of the renewable energy sector
GoCert certificate exchanges will be directly linked to the expansion of Our new certified goods and
services To obtain GoCert certificates GreenTokens must first be acquired
The trading of GreenTokens will therefore first be stimulated by the demand of clients
network of professional partners (as defined in the Section GreenToken Network) interested in
participating in GoCert certificate exchanges
Finally GreenTokens will be exchangeable on one or more Digital Asset exchange platforms Their
value will depend on the level of supply and demand (see Section GreenToken listing)
55 Organise the expiry of GreenTokens
GreenTokens which will be redeemed by WPO in exchange for GoCert certificates in connection with
Our new certified goods and services excluding Gas transaction fees and annual fees will be
cancelled (destroyed) within eight days As the GreenTokens are fixed this will result in a gradual
reduction in the number of GreenTokens available over time
Additional GreenTokens could be issued in connection with a change in technology (see Section
GreenToken technology)
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6 Value analysis
61 For GoCert certificate owners
Because they are proof of work in favour of the production of energy from renewable sources produced here and now GoCert certificates allow their owners to certify on a voluntary basis their contribution to the development of this production and the Energy Transition
GoCert certificate holders will have the tool both new standard and proof of purchase of Our new
certified goods and services to stimulate the increase in electricity production from renewable
sources They may take advantage of a voluntary approach to assessing responsible investments
Evaluation frameworks and supports to socially responsible investments which include
environmental social and governance criteria in addition to the purely financial criteria are rapidly
evolving in Europe and across the world Today WPO makes available to the greatest number an
alternative tool to achieve a voluntary contribution to the Energy Transition
The RE100 initiative and public procurement12 demonstrate a growing global institutional demand
for renewable energy sources But this mobilisation is still incomplete All stakeholders unlisted
companies start-ups cooperatives and individuals must also be able to participate
The GoCert tool aims to create the necessary conditions of trust in the energy sector through the
transforming power of the decentralised web to ensure as many stakeholders as possible can
accelerate the Energy Transition
It should be noted that the GoCert certificates issued by WPO are not Guarantees of Origin Their
purpose is not to demonstrate the source of energy provided by a supplier to an end consumer
GoCert certificates are proof of a voluntary contribution to improving the production of renewable
energy sources
12 See note 7 above
responsible medium-sized
companies such as F2A to participate in the energy transition directly and transparently
through the acquisition of GoCert certificates F2A therefore participates in the financing
of 110000 MWh produced from renewable energy sources The use of blockchain
technology secures the traceability of our certificates and irrefutably certifies the
production of renewable energy to which we participate in all confidence Jean-
Philippe Margrita Managing Director F2A
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62 For GreenToken owners
GreenTokens are Digital Assets classified as Utility Tokens within the meaning of article L54-10-1 of
the CMF GreenTokens are the only instrument for obtaining GoCert certificates and the full range of
and the GreenToken N
In the GreenToken Public Offering WPO offers GreenTokens at a Subscription Price of between 5 and 50 below their Nominal Value (see Section GreenToken Subscription Price)
Subsequently the value of GreenTokens and GoCert certificates will not be correlated However the
higher the traded price or volume of GoCert certificates the higher the Exchange Value of
GreenTokens could be by influence positively impacted13
Conversely a decrease in the traded price or volume of GoCert certificates could adversely affect the
Exchange Value
63 For producers of energy from renewable sources
All goods and services provided to our clients may be covered by WPO in return for access to
production data and the acquisition of GreenTokens (see Section Our Services-For-Data) In other
words the GreenToken Project creates a new revenue for renewable energy producers
Our innovation is a powerful growth lever that substantially underpins our Data Lake analysis
algorithms and ultimately WPO Artificial Intelligence systems or the GreenToken Network The
community of renewable energy producers thus has access to more qualitative transparent and
shared information
64 For local communities
Community actions will be undertaken by WPO as soon as the Target Amount of the Public Token
Offering is exceeded (See Figure 24) They will take the form of local community or participatory
initiatives in support of the Energy Transition They will be selected by the Investment Advisory
Committee which will communicate to the public their social and environmental performance
The Community actions thus envisaged are non-profit investments such as contributions to the
financing of renewable energy production facilities and promotional actions and contributions to
promote their acceptance and effective integration
WPO will also produce indicators of general interest to the general public and companies to
contribute to the sharing of knowledge and the dissemination of technical and economic markers of
renewable energy in local communities
In the event that the Maximum Amount (Hard-cap) is reached the allocation in favour of Solidarity
actions would amount to 750000
13 See also the Section Organise the expiry of GreenTokens
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7 GreenToken Project Decision-Making and
Governance Mechanisms
71 Investment Advisory Committee
Missions The Investment Advisory Committee is an independent body dedicated to assisting the WPO
Directorate in the governance of the GreenToken Project and communicating to stakeholders
In particular the Committee is responsible for advising the WPO Directorate and for issuing public
statements on the issuance sale stocks of GreenTokens and GoCert certificates and the use of funds
invested in respect of the commitments particularly strategic commercial technological and
solidarity commitments made in this Information Document
The Committee also ensures the implementation of data governance which deals with organisations
and procedures at WPO to oversee data collection security and use In particular it ensures
compliance of the GreenToken Project with the European Data Protection Regulation (GDPR) in
relation with the WPO Data Protection Officer
Arrangements
Composition
The Committee is composed of at least six members and up to twelve members half of which must
be external to WPO
bull A President external to WPO
bull Three members appointed by WPO
bull Up to three external members who bring their technical skills in renewable energy
Blockchain technology andor Artificial Intelligence
bull Up to six members representatives of WPO clients subscribers of the Services-For-Data offer
andor of GreenTokens
Members are appointed for a term of three years In the event of vacancy or renewal the Committee
shall co-opt the candidate(s) proposed by the Chair or failing that by at least one-third of its
members
Upon appointment members sign a declaration of absence of conflict of interest and adhesion to the
arrangements of the Investment Advisory Committee In the event of a serious or repeated breach of
its ethics the Chair may submit to a vote by the Committee the reasoned exclusion of a member In
this case the member concerned does not participate in the vote
Remuneration
Members will be entitled to receive remuneration in euros and will be paid in a legal tender currency
upon presentation of supporting documents The remuneration is decided by the WPO Directorate
and is reviewed annually It is made public in the annual audit report specific to the management of
GreenTokens prepared by the Statutory Auditor
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Decisions of the Committee Quorum
Decisions of the Committee including those taken by the Committee relating to the issuance of an
opinion or public statement shall be taken by a simple majority The President shall have a casting
vote if no majority is formed The quorum is reached when half of the members present express
themselves and half of them are external to WPO
Obligations of WPO
The WPO Directorate must consult and obtain the reasoned opinion of the Investment Advisory
Committee prior to its decision to incur any expense investment or sale of more than one hundred
thousand euros ( 100000) relating to the GreenToken Project By definition the Committees
opinions are advisory
WPO Directorate must provide the Committee with the means and resources needed to carry out its
duties
In the event that no quorum is assembled on two occasions or in case of force majeure incapacitating
the Committee the WPO Directorate will take over the Obligations and capacities of the Committee
until its capacity is restored
Obligations and capacities of the Committee
The opinions of the Investment Advisory Committee given to the WPO Directorate and the content
of their exchanges are confidential
The public statements of the Investment Advisory Committee never precede an opinion of the
Committee to the WPO Directorate and a reasonable response period from the WPO Directorate to
the Committee
At any time the Investment Advisory Committee has the capacity to produce opinions and public
statements in relation to its missions regardless of the opinions and public statements of the WPO
Directorate stakeholders of the
GreenToken Project of changes in the Project or significant elements affecting it The information
provided by the Committee is true factual and complete
At least once a year the Committee publishes on the WPO website (wwwwpoeu) an activity report
of the GreenToken Project over the past period supported by the report of the Statutory Auditor
specific to the management of tokens over this period (see Section Statutory Auditor) This activity
report informs the public of the issuance sale and stocks of GreenTokens (including self-held tokens)
and GoCert certificates and the use of invested funds
The Investment Advisory Committee has authority over the Community actions that will be
undertaken as soon as the Target Amount (Target) has been exceeded (See Figure 24) These actions
are not-for-profit investments in local community or participatory initiatives in support of the Energy
Transition
The Investment Advisory Committee has authority on deciding the Exchange Value in the event of
listing on several Digital Asset exchange platforms (see Section Exchange Value)
The Investment Advisory Committee also intervenes during the subscription period and at the end
of the Public Token Offering
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During the subscription period of the Public Token Offering the Committee oversees subscriptions
and verifies the interim calculations of the Amount Effectively Collected by WPO
At the close of the Public Token Offering
bull The Committee verifies the final calculation of the Amount Effectively Collected by WPO and
in the person of its chairman puts its sign
a public declaration
bull The Committee in the person of its chairman conducts the due diligence required for the
opening of the escrow accounts or where applicable repays funds to the subscribers
Founder members
Chairman
bull [A civil society personality independent of WPO will be appointed before the Public Token
Offering]
Members WPO Professionals
bull Alexandre Bertrand Manging Director Digitalisation and Data - Linkedin
bull Youri Pasquier Information Systems Director - Linkedin
bull Alban Jehu Technical Product Manager Optimisation amp Innovation Group - Linkedin
Members Independent Experts
bull Imtiaz Adam Founder and Director of the Machine Learning Department at Deep Learning
Strategies Ltd - Linkedin
bull Philipp Schulden COO of the Frankfurt School Blockchain Center (FSBC) - Linkedin
Members WPO clients GreenToken subscribers
bull AREAM Renewables (1 member) - Markus Voigt - Linkedin
bull GOODYIELDS CAPITAL (1 member) - Christian Auer - Linkedin
72 Subscribers to whom the offer is addressed and any restrictions
For the Public Token Offering priority is given to natural and legal persons residing in France
individuals associations professionals companies or communities etc wishing to access the goods
and services offered today and in the future by WPO and the GreenToken Network
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America
No action has been taken or will be taken by WPO to obtain any licence authorisation visa approval
or other form of authorisation prior or subsequent from any foreign authority for WPO GreenTokens
Authorisation
the dissemination of all or part of this Information Document in a country or jurisdiction where such
an Authorisation is required Accordingly GreenTokens may not be offered or transferred directly or
indirectly nor may this Information Document or any circular prospectus presentation advertising
or other offering material concerning the GreenTokens may be distributed in whole or in part from
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or to a destination or published in a country or jurisdiction where such action is prohibited or for
which such Authorisation is required for WPO the Information Document andor the GreenTokens
In this regard WPO has not taken any action to allow the GreenToken Public Offering or the
distribution of the Information Document in a jurisdiction other than France In addition no one is
permitted to disclose information or make statements regarding the issuance or sale of GreenTokens
other than that contained in the Information Document
Accordingly whether directly or indirectly GreenTokens will not be offered or sold and the
Information Document and any other document relating to the Public Token Offering may not be
distributed or published in any other jurisdiction that requires such an Authorisation for WPO andor
of the GreenTokens A description of some of these restrictions on the offer and sale of GreenTokens
and the distribution of this Information Document is provided in PART 9 - APPLICABLE LAW
RESTRICTIONS AND JURISDICTION
The subscription of GreenTokens implies in particular an undertaking is given to WPO not to transfer
GreenTokens andor the Information Document in countries requiring an Authorisation In addition
the subscription agreement implies a commitment to stipulate in any contract for the transfer of
GreenTokens to a third party for the benefit of WPO that the beneficiary of this transfer will not
transfer GreenTokens andor the Information Document in countries requiring an Authorisation for
GreenTokens andor for the dissemination of all or part of this Information Document
8 GreenToken Project Business Plan
81 Our objectives at a glance
Figure 19 5-year growth objectives
Objectives 2019 2020 2021 2022 2023 2024 TOTAL
GROW GW 5 7 9 19 72 216 216
TWh 10 13 16 36 149 435 660
SCALE-UP Team 73 77 87 88 154 209 209
CASH EUR (millions) 6 8 9 16 42 107 189
Cumulatively over five years we intend to
bull GROW oversee a portfolio of 216 gigawatts and certify 660 terawatt hours of production
through Our new certified goods and services
bull SCALE-UP employ 209 professionals among the most experienced and passionate
professionals in the sector
bull CASH generate 189 million euros in revenue and cash flow from the sale of GreenTokens to
finance all of the above transactions The funds collected during the Public Token Offering
(assuming the Target Amount is reached) are factored in for 2020 and 2021
The Public Token Offering is the real lever of launch of the GreenToken
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82 Timeline
With the onset of digitalisation WPO acquires vast amounts of Production Data from renewable
energy sources and monetises this data through Blockchain technology and Artificial Intelligence
Figure 20 Timeline
83 GreenToken Project Timeline
Initiated in the winter of 2018 the GreenToken Project was developed with the support of our clients
our supervisory authorities and our partners across Europe
The regulatory and tax compliance of the business plan the technical and commercial capacity to
access the Production Data the ability to sell GoCert certificates and GreenTokens have been
validated
A Private Token Sale has been under way since April 2019 and the Public Token Offering is expected
between September and November 2020 The aim is to deliver the GreenTokens and complete the
Listing of the Tokens by the end of 2020 and to deliver the Minimum Viable Consortium of the GoCert
certificate and issue the first GoCert certificates in 2021
Figure 21 GreenToken Project timeline
2018 January Launch of the GreenToken Project
June Proof of Concept (POC) of GoCert certificates and GreenTokens with DAG
technology
July Administrative approval by the French Directorate-General for Energy and
Climate (DGEC)
August Administrative approval by the Swedish Energy Agency
(Energimyndigheten)
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September Vote at first reading of the PACTE law governing in particular the regime
for public token offerings in France
December Tax validation by the Tax Legislation Directorate (DLF)
2019 January
Administrative approval by the DG for Competition of the European
Commission
February Administrative approval by the DG for Energy of the European Commission
April First Private Sale of GreenTokens through simple Vesting to a French buyer
May - Promulgation of the PACTE law governing ICOs in France
- Sale of the first GoCert certificates to F2A
June Administrative approval by the Irish Department of Communications
Climate Action and Environment (DCCAE)
July 900 megawatts supervised by WPO secured under the Services-For-Data
contract model
August
- First Private Sale of GreenTokens through annualised Vesting over ten
years in France Germany Finland Italy and Sweden for wind and solar
power plants
- First gigawatt serviced by WPO and secured under the Services-For-Data
contract model
October First Private Sale of GreenTokens through simple Vesting to German
institutional buyer
November
- First Private Sale of GreenTokens through annualised Vesting over five
years in the United Kingdom for a wind power plant installation
- Audit of the WPO order book by the Statutory Auditor
December Security audit of WPO Information Systems
2020 January
fully subscribed in less than 24
hours
April Security audit of the Distributed Ledger Technology (DLT) - underpinning
GreenTokens
May - Obtention of the optional visa ICO20-189 from the AMF
- Opening of the reservation of GreenTokens
July parametering in compliance with the
provisions contained in this Information Document
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August Proof of Concept (POC) of the GoCert certificate under Tezos technology
September Opening Tuesday 8 September
October Public Token Offering (See Time frame of the Public Token Offering)
November
Closing Thursday 12 November
- Publication of the result of the Public Token Offering
- Issuance of the GreenTokens and if applicable cancellation (destruction)
of unsold GreenTokens
December
- Attribution of GreenTokens to subscribers
- GreenGreenToken listing
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
2021 March
- Delivery of the Minimal Viable GoCert Consortium
- Issuance of the first GoCert certificates
Figure 21 GreenToken Project timeline
See also Sections Time frame of the Public Token Offering and GreenTokens time frame of use
84 Milestones
Technical In 2018 and 2019 our Blockchain-pilot produced 110000 GoCert1 certificates representing 110
gigawatt hours of green electricity production from ten wind sites in France We secured the ability
to issue around 15 million GoCert1 certificates representing 1500 gigawatt hours from nearly 200
wind and solar photovoltaic sites operating in 7 European countries
Figure 22 Example GoCert certificates produced by WPO
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In 2020 we doubled this ability to issue GoCert1 certificates to reach a volume of 3000 gigawatt
hours We produce proof of concept of the GoCert certificate in PoS technology (eg Tezos)
Regulations The GreenToken Project is intended to operate in all countries where WPO already services wind and
solar power plants regardless of the outcome and where applicable the terms of Brexit (see Section
Legal and regulatory aspects specific to WPO or the GreenToken Project)
In particular the Competition Directorate of the European Commission has informed us that
Furthermore we are expanding our consultations with the administrations of each Member State of
the European Union based on the progress of our commercial deployment
Taxes We received a statement (tax rescript) from the Tax Legislation Directorate of the French Ministry of
Economy and Finance approving our proposal to process VAT on GoCert certificates and
GreenTokens for WPO and their buyers See Section Tax regime applicable to the holding of
GreenTokens in France for French subscribers)
Accounting The sales of GreenTokens recorded in 2018 and 2019 were certified by the Statutory Auditor as part of
its audits of the WPO financial statements (see Section
accounts)
Sales More than 1000 megawatts of new Services-For-Data mandates were signed in a year and a half with
for example the producers AALTO POWER BALLAMAN ENERGIE PARTAGEE and TOTAL QUADRAN
(TOTAL group)
Today Services-For-Data is deployed in seven countries (France Germany Finland Ireland Italy the
United Kingdom and Sweden) for all types of wind and solar photovoltaic installations
Our first GreenTokens were sold for example to EacuteNERGIE PARTAGEacuteE a subsidiary of the alternative
green energy supplier ENERCOOP to the local community
infrastructure funds AREAM RENEWABLES and GOODYIELDS CAPITAL and to the UK local
community producer WINDCLUSTER The total amount of commitments to purchase GreenTokens
thus contracted is 16 million over the period 2020-29 The contract model used is the standard
contract for the sale-purchase of GreenTokens through simple or multi-year Vesting
to WPO and
participate in the WPO certificate system without affecting their entitlement to receive
European Commission Directorate-General for Competition (Unit B2 - State aidEnergy
and Environment) on 25 January 2019 (Email)
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Other institutional clients of WPO have signed options to purchase or have expressed intentions to
purchase GreenTokens For example the German infrastructure fund PRIME CAPITAL and Irish fund
NTR The total amount of options for the sale-purchase of GreenTokens is 14 million over the period
2020-29
9 Fees related to the Public Token Offering
WPO has financed the GreenToken Project for two years using self-financing and short-term debt
bull In 2018 WPO self-funded the launch of the GreenToken Project for an amount of 361457 for
875 of Private Token Sale
bull In 2019 WPO self-funded the GreenToken Project for an amount of 204096 for 216271 of
Private Token Sale
bull In January 2020 WPO completed a bond issue14 of 600000 which was fully subscribed in
less than 24 hours as part of a crowdfunding facility for among other things pre-financing
the development of the GreenToken and the Minimum Viable Product of the GoCert
certificate
Part of the funds received from the Public Token Offering will cover these costs (see Section Allocation
of funds and Digital Assets collected)
14 The bond issue to accelerate WPO Innovation launched on the crowdfunding platform LENDOSPHERE (wwwlendospherecom) wwwlendospherecom under the reference P1531 in January 2020 (Source)
The sale of GreenTokens effectively invoiced and paid for in 2019 amounted to 216000
plus a total contracted purchase amount of 16 million and purchase options of
14 million over the 2020-29 period to be delivered from the Reserve
All the GoCert certificates issued in 2018 were sold to French company F2A at the
exchange rate of four GoCert certificates for one GreenToken (ie 110000 GoCert
certificates for 27500 GreenTokens)
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10 Allocation of funds and Digital Assets collected and
use of self-held tokens
101 Use of self-held tokens
- e GreenTokens attributed to WPO as part of the Project
when the tokens are issued and allocated to the Reserve together with the GreenTokens that WPO
buys back
The governance of self-held tokens and the information to the public of their use comes under the
Obligations and capacities of the Committee
Use of the GreenTokens Reserve Part of the GreenTokens issue is allocated to the Reserve The Reserve holds the initial amount of
GreenTokens defined in the Section Allocation structure plus any unsold tokens from the Private
Token Sale
This Reserve held by WPO is intended to meet the demand for GreenTokens of the Services-For-
Data long-term buyer category The price of WPO services is set at the market value in legal tender
currency and the price of the GreenToken is set at its Nominal Value
In the event of a lack or excess of liquidity of the GreenTokens WPO will act reasonably and may use
the Reserve to at its discretion and after giving notice to the Investment Advisory Committee
purchase and sell GreenTokens
When a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled As a
result the Reserve is expected to run out within 5-10 years (see Section Organise the expiry of
GreenTokens)
Redemption of GreenTokens by WPO Anyone - historic or new client data holder or not - will be able to exchange their GreenTokens for
WPOs new goods and services
It will be possible to pay in whole or in part for the goods and services in legal tender currency andor
with GreenTokens at their Utility Value
Thus on the date of invoicing by WPO and
bull before the Token Listing the Utility Value is equal to the Nominal Value ie one (1) euro
bull after the Token Listing the Utility Value will be the lower of one (1) euro and the Exchange
Value as illustrated in Figure 23 below
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Figure 23 Redemption of the GreenToken by WPO at Utility Value (non-contractual example)
Finally when a GreenToken is redeemed by WPO in exchange for GoCert certificates it is cancelled
(see Section Organise the expiry of GreenTokens)
102 Allocation of funds and Digital Assets collected
Highly innovative the success of the GreenToken Project requires strong commercial investment
Figure 24) and of course technological investment (see
Figure 24) for at least 24-36 months
To support the growth of its Data Lake WPO must quickly recruit new staff to work in its historical
Figure 24) while GoCert certificate sales will only begin once the
governance of the GoCer Figure 24)
Our new certified goods and services are promoted by a sustained marketing and communication
strategy (se Figure 24)
The Project Management and Legal Works undertaken and Financial Costs incurred associated with
all the transactions represent the overheads of the GreenToken Project (see the corresponding three
lines Figure 24)
Finally Community actions will be undertaken as soon as the Target Amount (Target) has been
Community a Figure 24 These Community actions are not-for-profit
investments in local community or participatory initiatives in support of the Energy Transition They
are placed under the authority of the Investment Advisory Committee
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Figure 24 Allocation of funds and Digital Assets collected according to the amount reached
AMOUNT COLLECTED
USES
SOFT-CAP
15m
TARGET
5m
HARD-CAP
10m
Business Development
To enable the deployment of Data Services and the GreenToken Network on a large scale
25 29 25
Technology
For the development and implementation (Design Build Test Deploy) of DLTs underpinning the issuance of GreenTokens and GoCert certificates
25 20 15
Recruitment
siness activities 25 20 20
Governance
To create and then frame (Plan Launch Articulate) the GoCert Consortium within the meaning of its governance - on-chain (directly executed by the code and Smart Contracts) - off-chain (executing in committees between founding players)
5 10 5
Marketing amp Communication
To promote and enhance the value of GreenTokens and GoCert certificates 5 10 10
Legal Works
5 5 4
Project Management
For the Project management including the Strategic Committee Investment -ordination of the
GreenToken Network
5 5 4
Financial Costs
Interest fees and commissions due in respect of the financing
exchange risk part of the bond issue carried out in January 2020 and the escrow and Lock-up fees associated with the public offering
5 2 2
Community actions
Non-for-profit investments purpose in local community or participatory initiatives in support of the Energy Transition representing 15 of the amount collected from the first euro beyond the Target Amount (Target) when the Tokens are offered to the public
0 0 15
If the Target Amount (Target) is reached the detailed allocation of funds and Digital Assets collected
during the Public Token Offering breaks down as shown in Figure 25 on the next page
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Figure 25 Allocation of funds and Digital Assets collected in euros (where Target Amount is reached)
Financial requirements for the development of the Project and any financing
already obtained
Figure 26 details the funding needs and corresponding resources (already obtained or to be obtained)
in the event that the Target Amount is reached
Figure 26 GreenToken Project Funding (where Target Amount is reached)
NEEDS EUR
(thousands) RESOURCES
EUR (thousands)
Business Development 1500 Self-Financing (including Private Token Sale)
566
Technology 1030 Grant public support 0
Recruitment 1030 Public Token Offering (ICO) 5000
Governance 500
Marketing amp Communication 500
Legal Works 250
Project Management 250
Financial Costs 100
Repayment short-term debt 600 Short-term debt (Lendosphere crowdfunding) 600
Contingencies (7 ) 406 Other liabilities 0
TOTAL (NEEDS) 6166 TOTAL (RESOURCES) 6166
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PART 3 - RIGHTS AND OBLIGATIONS ATTACHED TO
GREENTOKENS
1 The GreenToken
The token offered in the public offering is the GreenToken and its code is GTK
Figure 27 GreenToken logo
11 Rights and uses of the GreenToken
The holding of GreenTokens that correspond to the classification of Utility Tokens within the meaning
of article L54-10-1 1deg of the CMF entitles their holders to acquire the certified goods and services of
WPO and the GreenToken Network This right if exercised enables holders to exchange their
GreenTokens for GoCert certificates
Figure 28 Use of GreenTokens
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GreenToken Network A network of professional partners engaged in the operation and optimisation of the energy sector
and that accept GreenTokens is being established It is the GreenToken Network
To date and subject to the success of the public offering the members of the GreenToken Network are
bull AREAM RENEWABLES Infrastructure Fund owner of wind and solar power plants
bull BCS ASSURANCES insurance broker
bull DREHPUNKT software solutions editor
bull ENDIPREV independent maintenance
bull ENRSUR insurance broker
bull GOODYIELDS CAPITAL Infrastructure fund owner of wind and solar power plants
bull SYNERIA independent technical advice
bull TALVEG WIND independent maintenance
bull WIND CLUSTER independent producer
bull WPO asset management for third parties and independent technical advice
The interest for professionals in joining the GreenToken Network is to expand their client base and
volume of business with GreenToken holders through a fit-for-purpose and innovative tool and to
access using GreenTokens the resources of other members of the Network (see Section GoCert1 -
enhanced technical expertise)
Practically a member of the GreenToken Network submits a quote to its client in euros The
client places an order with it The member renders the service and bills for it Its client must
hold (and if necessary acquire) all or part of the value in GreenTokens which will be used for the partial
corresponding GoCert certificates by WPO (See Section Redemption of GreenTokens by WPO)
It will be possible to pay in whole or in part for the goods and services in a currency that is legal
tender andor with GreenTokens at their Utility Value
In exchange for the GreenTokens the member has received it will be able to access the goods and
services of the other GreenToken network members including WPO finally if necessary it will be
able to resell its GreenTokens to the secondary market (see Section GreenToken listing)
Subject to sufficient liquidity of the GreenToken the GreenToken Network is the enabler for the
expansion of the business model (or Tokenisation) launched by WPO and this also applies to its entire
professional ecosystem
Within 24 to 36 months of the Public Token Offering we expect the GreenToken Network to achieve
the maturity and diversity required to contribute significantly through the use of the GreenToken to
the acceleration of the Energy Transition
Difference between GreenTokens and GoCert Certificates GoCert certificates underpin Our new certified goods and services To acquire GoCert certificates it is
necessary to purchase GreenTokens
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Only GreenTokens are offered for public subscription under the Public Token Offering and will be
listed on a Digital Asset exchange platform
GoCert certificate Price WPO will apply a catalogue price for each type of GoCert certificate in euros and the buyer will have
the ability to pay for them with GreenTokens whose equivalent value in euros is the Utility Value
On the date of the Public Token Offering and for the year 2020 the price of a GoCert certificate is set
at 025 euros excluding tax which corresponds to the lower range of prices for comparable energy
certificates15
The price of each GoCert certificate sold or for sale in 2020 is fixed at 025 euros
Subsequently WPO may after a public declaration of the Investment Advisory Committee
periodically establish and if applicable revise the value of the GoCert certificate according to its type
(see Section Our GoCert) and market prices on the Certificate Markets
In addition to these prices transaction fees (eg issuance transfer custody andor execution of
certificates) and annual fees (eg admission to the register admission to tender registration of a
facility) are applied by WPO
12 GreenToken technology
GreenToken Distributed Ledger Technology The GreenToken is developed on the ERC20 protocol of the Ethereum network In particular it is
freely transferable to any person identified on the Ethereum network
Tradability To date more than four out of five initial coin offerings in the world (82 ) have been made on the
Ethereum network
The Sales Ether (code ETH) is listed on nearly 80 Digital Asset exchange platforms and accepted by
more than 400 trading places worldwide The daily volume traded in ETH is in the order of 14 billion
euros and the market capitalisation (marketcap) of Ethereum is in the order of 17 billion euros
making it the second most used cryptographic protocol after Bitcoin (code BTC)16
Energy consumption Electrical energy consumption related to GreenToken activity is of course an essential concern for
WPO
To date a transaction on the Ethereum network represents an electric consumption of around 29
kilowatt hours (kWh)
15 Source) 16 Figures shown on the Coinpaprikacom site on April 16 2020 at 2330 Paris time (Source)
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Ethereum plans to change its proof-of-work (PoW) algorithm to a proof-of-stake (PoS) algorithm
called Casper which is a significantly more energy efficient approach This change is announced for
2020
The Investment Advisory Committee will include in its annual report an estimate of the consumption
of electricity related to GreenToken activity using the Ethereum Energy Consumption Index
(Source) or equivalent index as reference indicator
Technology changes Technologies relating to the Distributed Ledger Technology (DLT) rapidly change so WPO reserves
the right to opt for a more energy-efficient technology provided all other performance indicators are
at least equivalent It cannot be ruled out that WPO decides to migrate to Tezos (code XTZ)17 in the
medium term
Any technology change assessment will be carried out by WPO and its advisers and will be subject
to the approval of the Investment Advisory Committee Technologies will be assessed mainly on the
basis of security criteria (IT geopolitical regulatory) performance (speed cost and energy
consumption) marketing (control conservation and token broking) and interoperability with the
GoCert certificate
The public will be informed in advance of such a project and the various communications will detail
the conditions for porting andor additional issuances of GreenTokens of one network or another and
the associated risks
13 Division of GreenTokens
GreenTokens can be divided into billionths ensuring better liquidity
Figure 29 Fractionation of GreenTokens
Fraction 0 1 2 3 4 5 6 7 8 9
Name GTK DGTK CGTK mGTK - - microGTK - - nGTK
Value 1 10-1 10-2 10-3 10-4 10-5 10-6 10-7 10-8 10-9
Prefix - deci- centi- milli- - - micro- - - nano-
14 Cancellation of GreenTokens
The GreenTokens allocated to the Public Token Offering and that remain unsold are cancelled
(destroyed) within eight days of the closing of the Public Token Offering
See also the Section Allocation structure and Section Redemption of GreenTokens by WPO
17 COINHOUSE 8 April 2019
(Source)
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2 Operating costs of the GreenToken
21 Subscription in currency that is legal tender
Subscribers subscribing to the GreenToken Public Offering in currencies that are legal tender bear
the costs associated with their subscription
The applicable fees are any fees and commissions applied by their own payment providers (banks
credit and payment card organisations foreign exchange agents etc) and the fees applied by the
operator of the EQUISAFE subscription platform These will be indicated at the time of confirming
the purchase of GreenTokens and will appear on the invoice issued for each subscription
22 Subscription in Digital Assets
Subscribers subscribing to the GreenToken Public Offering in Digital Assets bear the costs associated
with their subscription
The applicable fees are any fees and commissions applied by their own service providers (eg Digital
Asset exchange platforms brokers banks foreign exchange agents etc) underlying network fees
(Gas) and fees applied by the operator of the EQUISAFE subscription platform These will be indicated
at the time of confirming the purchase of GreenTokens and will appear on the invoice issued for each
subscription
23 Why does WPO not bear the subscription fee
By choosing the most accessible Minimum Subscription Threshold WPO is liable to pay fixed and
variable costs which combined would negatively affect the Amount Effectively Collected for the
GreenToken Project
As we want each subscription to have a useful impact on the Energy Transition we choose to leave
each subscriber to decide whether he or she agrees to help us by keeping the subscription costs at
his or her own expense
We also choose to apply a single subscription fee rule because for WPO subscriptions made in euros
Bitcoins or Ethers are of equal importance to the success of the GreenToken Project
24 Issuance of GreenTokens
The costs associated with the initial issuance and transfer of GreenTokens to their subscribers are
borne by WPO
These costs consist of any charges and commissions applied by the underlying network charges (Gas)
and the fees applied by the operator of the EQUISAFE subscription platform excluding fees and
commissions applied by the exchange platforms
brokers banks foreign exchange agents etc)
25 Lock-up of GreenTokens
If applicable the Lock-up custody fee is paid by WPO (see Section Conditions of custody of
GreenTokens held by subscribers
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26 Subsequent operation of GreenTokens
Once issued to subscribers GreenTokens do not incur any WPO fees
Third-party custody fees may apply according to the terms and conditions for the safekeeping of the
GreenTokens held by the subscriber
WPO informs subscribers that subsequent transaction fees will most likely be applied to the transfer
of GreenTokens by third parties involved in these transactions as is generally applied to the transfer
of Digital Assets
3 Previous GreenToken issues
No tokens have yet been issued by WPO
4 Rules and conditions for use and operation of
GreenTokens
41 Principles
The purchase or subscription of GreenTokens is subject to a number of conditions and in particular
bull eligibility conditions in relation to WPOs obligations to identify buyers or subscribers in the
context of inter alia the AML-CFT procedure and the due diligence obligations to which WPO
is subject and
bull Agreement
bull compliance with the General Terms and Conditions of Use of GreenTokens available on the
EQUISAFE site and to be accepted prior to the acquisition of GreenTokens
42 The Agreement
Regardless of the method of acquisition used (through the General Terms of Use or otherwise) the
subscriber or buyer of GreenTokens in the context of this Public Token Offering Buyer
required to comply with a number of obligations to ensure the security of the Project The purpose of
these obligations is to ensure security for everyone
Any subscriber or buyer in connection with the Public Token Offering is therefore invited to read
in particular the commitments below which will be in substance those which it must take in the
Agreement
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General commitments (a) The Buyer agrees not to distribute in any way whatsoever all or any part of the Information
Document in any country or jurisdiction where such distribution is prohibited or requires an
Authorisation for WPO the Information Document andor GreenTokens
(b) The Buyer agrees not to transfer in whole or in part regardless of the form or terms of such
transfer (assignment contribution donation other Transfer
GreenTokens or the rights attached thereto in any country or jurisdiction where such Transfer
is prohibited or requires the Authorisation of WPO the Information Document andor the
GreenTokens In particular but not exclusively the Buyer agrees not to transfer the
GreenTokens andor a right to a GreenToken to an
i any private person resident in the United States
ii any partnership or company organised or incorporated in accordance with US
law
iii any property of which the executor or administrator is an American citizen
iv any trust whose agent is a US citizen
v any agency or branch of a foreign company based in the United States
vi any non-discretionary or similar account (other than a trust or property) held by
a broker or other trustee for or on behalf of an American citizen
vii any discretionary or similar account (other than a trust) held by a merchant or
other trustee who is organised constituted or (if it is a natural person) resident in
the United States
viii a partnership or company if
(aa) it is organised or constituted in accordance with the law of a foreign
jurisdiction and
(bb) it is constituted by a US citizen primarily for the purpose of investing in
unlisted securities under the United States Securities Act of 1933
unless it is organised or established and held by accredited investors
who are not individuals trusts or real property
(c) The Buyer agrees not to initiate or participate in any legal action arbitration proceedings or
to make an application to any other dispute resolution body in France or abroad (i) against
WPO in the event of total or partial non-performance of the WPO Products non-deployment
or non-performance of the Project even if its GreenTokens have lost all or part of their value
provided that WPO has respected its duty of best endeavours of substantially putting in place
the Project in the form described in the Information Document andor (ii) in any event
against WPO affiliates (including senior executives and employees of WPO affiliates) agents
Other Persons
Identified Identified Persons
the Information Document
(d) The Buyer agrees not to Transfer (including acquiring selling transferring assigning even
free of charge) GoCert certificates for use in support of a commercial offer made by an
electricity supplier to its end consumers to show the share or quantity of energy produced
from renewable sources contained in this offer
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(e) The Buyer agrees to comply with French law and all applicable laws and regulations in each
jurisdiction in or from which heshe transfers a GreenToken a right to a GreenToken andor
all or part of the Information Document or if the foregoing is transferred to himher
(f) The Buyer agrees to return the Information Document to WPO who shall be entitled to
request its return at any time The Information Document and its content may not be
reproduced or used in whole or in part or disclosed by the Buyer to a third party other than
its legal financial or tax adviser provided that they are themselves subject to the same
Specific commitments The mechanism below known as
purchasing GreenTokens to ensure that the commitments it makes to the Identified Persons are also
made by the buyer to whom it transfers GreenTokens The purpose of this mechanism is to secure
the entire GreenToken ecosystem
(a) The Buyer agrees to stipulate as stipulator in accordance with the provisions of article 1205
of the French Civil Code to any person to whom it transfers a GreenToken or a right to a
Transferee ) in the capacity of promisor for the benefit of each Identified
Person as a beneficiary of this stipulation for the benefit of third parties that the Transferee
irrevocably
i undertakes the same commitments as those undertaken by the Buyer under this
Sect
benefit of the identified Persons and
ii makes the same representations as those made by the Buyer in the Agreement
for the benefit of the Identified Persons
the Stipulation
(b) the Buyer as stipulator waives its right to revoke this provision at any time
(c) the Buyer acknowledges as stipulator and WPO acting as a beneficiary for its own benefit as
well as that of all other beneficiaries that the Stipulation becomes irrevocable between the
Buyer as stipulator and the Persons identified as beneficiaries on the date of this Agreement
(d) the Buyer agrees that each Transferee expressly waives its right of revocation of any of its
and conditions of
token or a right to a GreenToken
Indemnification The Buyer agrees to indemnify upon first request any Identified Person for all damages liabilities
compensation financial losses costs disbursements and direct or indirect damages that such
Identified Person has suffered as a result of any breach by the Buyer of such general andor specific
commitments
Subject to the foregoing the Buyer agrees to indemnify the Company in the event of gross
negligence or wilful misconduct under the Agreement
These provisions shall survive termination of the Agreement for a period of ten (10) years
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43 General Terms and Conditions of Use
The General Terms and Conditions of Use set out the terms and conditions of use of the site for the
purchase of GreenTokens The General Terms and Conditions of Use will be available on the
EQUISAFE and WPO websites at the Creation of the User Account stage
5 System on which GreenTokens will be registered
The description of the Distributed Ledger Technology (DLT) on which the GreenTokens will be
registered is specified in the Section GreenToken technology and in the Section PART 6 - TECHNICAL
TERMS AND CONDITIONS FOR THE ISSUE OF GREENTOKENS
6 GreenTokens time frame of use
61 Issuance
The GreenTokens will be issued on the business day following the Publication of the outcome of the
Public Token Offering if the Minimum Amount (Soft-cap) has been reached in accordance with the
Time frame of the Public Token Offering
62 Use
Initially WPO will accept GreenTokens issued as a means of exchanging its new certified goods and
services immediately after the of the Section
GoCert1 - enhanced technical expertise)
We are currently establishing a network of partners of our professional ecosystem the GreenToken
Network which will also accept the GreenToken as a means of exchange for their own goods and
services
63 GreenToken listing
The listing of the GreenToken is already pre-secured18 on the French Digital Asset exchange platform
SAVITAR (wwwsavitario)
Subject to the minimum amount (Soft-cap) being reached the first Listing of the Token is scheduled
for the day after the date of publication of the results of the Public Token Offering
Subject to sufficient liquidity the GreenTokens will then be exchangeable between participants
against the other Digital Assets or currencies listed on the platform The Exchange Value will depend
on the level of supply and demand
The conditions for admission of participants and the operation of the Digital Asset exchange platform
are specified on the website wwwsavitario Prior to any use of its services it is important to refer to
the terms and conditions of use of SAVITAR
18 According to the letter of intent signed between WPO SAS and Exchange SAS on 11 February 2020
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7
accounts
71 Monitoring of the token issue using the accounting annex as per
French gaap
The GreenTokens will be issued on the day following the publication of the result of the Public Token
Offering if the Minimum Amount (Soft-cap) has been reached At this time we will proceed with
allocating the GreenTokens shown in the Section Allocation structure according to the following
eight steps which will be included in the notes to the financial statements
Issue of the Quantity
Step 1 Issue of the Quantity of GreenTokens (15 million tokens)
Allocation in connection with the Public Token Offering
Step 2 Deduction of the [X] GreenTokens subscribed for in the Public Token Offering (maximum allocation of 11 million tokens)
Step 3 Destruction of the non-subscribed GreenTokens of the allocation for the Public Token Offering (= 11 million tokens - [X])
Allocation to the Reserve
Step 4 Deduction of the 3 million GreenTokens allocated to the Reserve
Allocation for the Private Token Sale
Step 5 Deduction of the [Y] GreenTokens subscribed for the Private Sale (maximum allocation of 900 thousand tokens)
Step 6 Allocation of non-subscribed GreenTokens to the Reserve (= 900 thousand tokens - [Y])
Allocation for the free distribution to WPO employees
Step 7 Deduction of the [Z] GreenTokens distributed for free to WPO employees (maximum allocation of 100 thousand tokens)
Step 8 Allocation of undistributed GreenTokens to the Reserve (= 100 thousand tokens - [Z])
72 Monitoring subscriptions through accounting
The GreenTokens subscribed for shall be recorded in various recoverable liability accounts (EUR
account BT
counterpart for the Cryptocurrencies collected (account 5205)
During the Private Token Sale During the Private Token Sale accounting entries are made as and when sales occur 2018 and 2019
During the Public Token Offering During the Public Token Offering accounting entries are made on a weekly basis except in the following cases where the accounting entries are made on a daily basis (
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bull The first five days following the opening of the Offering to the Public bull The last five days before the closing of the Offering to the Public bull If applicable when approaching the Minimum Amount (Soft-cap) or the Maximum
Amount (Hard-cap)
Funds in currencies that are legal tender will be confined to the LEMON WAY Payment Service
Provider until as the case may be their payment to the Escrow Account of the UZES Financial
Custodian or their repayment
il where applicable
repayment
Collected funds in currencies that are legal tender and Cryptocurrencies will be recorded in an
aggregated manner (and not by subscriber) in WPO accounts
The cases of freezing of assets or rejection of a subscription shall be managed at the level of the
Custodians and no accounting entries shall be entered by WPO
GreenTokens taken to the Reserve not proposed for subscription will not be recorded under assets
but will be shown in the notes to the financial statements
At the end of the Public Token Offering
If the Minimum Amount (Soft-cap) is not reached
A deduction is made in the amount recognised in the various recoverable liability accounts with a
cash counterpart in euros or in Cryptocurrencies collected which is repaid (see Section Refunding of
Subscribers)
If the Minimum Amount (Soft-cap) is reached and up to the Maximum Amount (Hard-cap)
The amounts recognised as recoverable liabilities are transferred to deferred income which is then
the subject of a release of the escrow accounts and a transfer to the WPO accounts (see Section End
of subscription period and restitution)
If the Maximum Amount (Hard-cap) is exceeded
A deduction is made in the amount recognised in the various accounts of recoverable debts with an
excess cash counterpart in euros or an excess counterpart in Cryptocurrencies which is repaid (see
Section Refunding of Subscribers)
Use of GreenTokens in exchange for WPO goods and services
After the issue WPO will recognize on the liabilities side of its balance sheet the total amount of
services remaining to be provided in return for GreenTokens in the form of deferred revenue on
issued tokens The sale of goods or services will give rise to the issue of invoicing in euros which will
trigger the reversal of deferred products in return for the turnover of the number of GreenTokens
used The amount of reversal and turnover corresponding to the goods and services produced will be
equal to the number of GreenTokens used multiplied by the Subscription Price which will be
determined according to the FIFO method in application of article 619-7 of the regulations of the
Accounting Standards Authority (ANC) on the issuance and holding of tokens
At the end of the use by the bearers of the entire quantity of tokens issued in exchange for goods and
services the products recorded in advance will have been reversed
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PART 4 - RISK FACTORS
1 Economic risks
11 Risk of partial or total loss of investment
During the GreenToken Public Offering If the Public Token Offering does not meet its target (Non-
Achievement of Minimum Amount (Soft-cap)) subscribers will be fully reimbursed for the amounts
of their subscriptions less any transaction and commissioning costs related to transactions by which
funds are collected and held in escrow
After the GreenToken Public Offering To the extent that it is not certain whether the Project will be
carried out in whole or in part or even whether there will be any interest in the products and services
linked to the Project subscribers are advised that the value of the GreenTokens is not guaranteed
and can rise or fall even to zero Subscribers should not subscribe for GreenTokens if they are unable
to bear the consequences of such a loss
There is no guarantee that the Project will be fully or partially completed and more generally there
is no guarantee that subscribers will be able to resell their GreenTokens or that the GreenTokens will
enable them to obtain products or services other than those covered by the Project
12 Foreign exchange risk in particular to the Euro or any foreign
currency borne by the subscriber
The GreenTokens can only be subscribed for in euros Bitcoins or Ethers If the Public Token Offering
achieves its threshold target (Achievement of the Minimum Amount (Soft-cap)) then the
subscriptions thus made will be in whole or in part converted to reach and retain an amount in euros
equal or by default approaching at most the Minimum Amount (Soft-cap) Subsequent conversions
could be deferred pending a favourable exchange rate and the Project could in whole or in part be
delayed accordingly
The subscriber alone bears the cost and risk of converting the value of hisher subscription from a
currency(ies) that are legal tender or from Cryptocurrency(ies) to the subscription currency or
Cryptocurrency(ies) ie euros Bitcoins or Ethers
If the Public Token Offering achieves its threshold target (Achievement of the Minimum Amount
(Soft-cap)) the risk of a change in the exchange ratio to euros of the Digital Assets collected in Bitcoin
and in Ether between the subscription value date and the closing value date of the offering is borne
by the subscriber This means that the number of GreenTokens specified when subscribing in
Cryptocurrency (BTC or ETH) may differ from the amount of GreenTokens effectively exchanged with
it on the closing date of the offering
Example If on the subscription date 1 Bitcoin is worth 1000 euros and 1 GreenToken is worth 1 euro
(non-contractual values indicated to simplify without any applicable charges or commissions)
- If at the close of the offering to the public 1 Bitcoin is still worth 1000 euros the
subscriber will obtain 1000 GreenTokens
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- If at the close of the offering to the public 1 Bitcoin is worth no more than 500 euros the
subscriber will ultimately obtain only 500 GreenTokens
- If at the close of the offering to the public 1 Bitcoin is worth 2000 euros the subscriber
will ultimately obtain 2000 GreenTokens
Similarly in case of repayment repayments are made in the legal tender currency or in the
Cryptocurrency used for subscription either euros Bitcoins or Ethers The risk of a change in the
exchange ratio to euros of currencies that are legal tender (other than the euros) or of Digital Assets
(other than Bitcoins and Ethers) between the subscription value date and the refund value date is
borne by the refunded subscriber
13 Risk associated with the valuation of tokens
ter alia correlated to the value of the services and products
included within the framework of the Project and to the Exchange Value
services and products offered by
professional partners) In the event of the insolvency liquidation or dissolution of WPO (or of the
professional partners of the GreenToken Network) the Utility Value of the GreenTokens could
become zero
The Exchange Value of the GreenTokens for legal tender currencies or for Digital Assets is correlated
to the supply and demand on the Digital Asset exchange platforms
WPO assumes no responsibility for the exchange purchase or resale of GreenTokens on the Digital
Asset exchange platforms
14 Secondary market absence risk
GreenTokens are Utility Tokens that are included in a new class of digitalised assets These assets are
described as Digital Assets within the meaning of the PACTE law In view of the lack of maturity of
the market for the Utility Tokens in France and the rest of the European Union as well as in most
geographical areas of the world the application for the GreenTokens to be listed on the Digital Asset
exchange platforms may not be accepted Thus no assurance can be given as to the existence of a
secondary market
If a secondary market for GreenTokens develops this market may not be liquid As a result
subscribers may not be able to sell their GreenTokens easily or at prices that would provide them with
a valuation gain comparable to similar investments benefiting from a developed secondary market
15 Risk of GreenToken market volatility
There is a strong likelihood of volatility in the GreenToken market due to factors inherent to
GreenTokens and to external factors For example the market value of GreenTokens is likely to be
strongly correlated with the value of the main Cryptocurrencies Also in the event of volatility the
market value of GreenTokens could be less than the value of the services to which they give access
or the Subscription Price discounted or not of the GreenTokens
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16 Risk related to the commitments of the subscriber
The subscriber of GreenTokens is subject to a number of obligations In particular the purchase of
GreenTokens requires the purchasers whether following the subscription of the GreenTokens or their
purchase to undertake to (i) not transfer them to purchasers in jurisdictions requiring an
Authorisation for WPO GreenTokens or for the Information Document and (ii) that the persons to
whom they transfer the GreenTokens make the same type of undertaking to WPO and to the other
Identified Persons The subscriber bears the risk of having to indemnify WPO and more generally
the Identified Persons in the event that the transferee fails to respect such an undertaking
17 Risk associated with the use of GoCert certificates
GoCert certificates cannot underpin a commercial offer that an electricity supplier makes to its end
consumers to show the energy contained in the offer is produced from renewable sources
2 Technological risks
21 Risk of errors or security flaws allowing for hacking or theft of the
issuance platform
Hackers or other malicious or criminal groups or organizations may attempt to interfere with the
WPO Information Systems the platform managed by EQUISAFE on behalf of WPO or the
GreenTokens in several ways including but not limited to service denial attacks Sybil attacks
spoofing malware attacks or attacks based on consensus or theft of WPO identification information
In order to reduce these risks Cybersecurity and detection systems for technical malfunctions are
put in place
22 Risk of loss or theft of the vate key
Any subscriber of GreenTokens that holds their GreenTokens in safe keeping themselves must be
careful not to disclose their private keys Any third party who has access to private keys including by
accessing the connection IDs of an electronic wallet or of a vault service used by a token carrier (the
Wallet could steal the GreenTokens andor hack the Wallet
Similarly any subscriber of GreenTokens can only access their Wallet by using their personal
identification information The loss of such identification information could result in the impossibility
of accessing or using the GreenTokens Theft of this identification information could result in the theft
of the GreenTokens In fact any third party who obtains access to the identification information or
s
In order to minimize this risk subscribers must protect themselves against persons who access their
electronic devices without authorisation It is also recommended that the subscribers of GreenTokens
securely store their identification information in one or more separate location(s)
23 Risks related to the monitoring and safeguard of Digital Assets
Despite the efforts made by the COINHOUSE Depository the holding accounts and escrow accounts
(as indicated in Figure 40) allowing the Cryptocurrencies collected in connection with the Public
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Token Offering to be held in escrow are vulnerable to attacks as well as sudden and significant
fluctuations in value Any successful attack or significant fluctuations in value poses a risk to the
subscribers of GreenTokens of losing part or all of their funds
24 Risks linked to the Distributed Ledger Technology (DLT) on
which GreenTokens are registered and the platforms on which
GreenTokens can be exchanged
Consensus algorithms are essential to maintaining the integrity and security of a Cryptocurrency
network They provide the distributed nodes with a means of reaching an indisputable consensus on
the Blockchain register
The Proof of Work (Pow) consensus algorithm is considered one of the most effective solutions
against consensus attacks such as the 51 attack (or majority attack) or other Byzantine attacks Not
only because the network is decentralised but also because the high costs associated with the
mining process make activity by miners with the aim of disrupting the network unlikely Any
successful attack poses a risk to the subscribers of GreenTokens of losing all or part of their funds
A security audit of subscription platform and a compliance audit of the subscription and
issuance process with this Information Document will be carried out by the opening of the Public
Token Offering
Similarly the SAVITAR Digital Asset exchange platform has initiated a continuous security campaign
on the YOGOSHA platform since January 2018 No security flaws have been reported for several
months showing a level of security consistent with current best practices
It is specified that CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario)
provide or could provide one or more services concerning Digital Assets listed in article L 54-10-2 of
the French Monetary and Financial Code Consequently it cannot be ruled out that
CRYPTOEXCHANGE SAS and its Digital Asset exchange platform (wwwsavitario) will have to be
registered with the AMF and that the conditions for this registration will not be met Where
applicable WPO may be required to use the services of another exchange platform previously
registered with the AMF The subscriber may have to ensure compliance with these conditions in the
event of a change of platform
However there may be a risk of malfunction inherent to any computer programme and despite the
checks carried out by WPO or its partners a technical failure remains possible The same
considerations should be taken into account in the event of a migration to another Distributed
Ledger Technology (DLT)
3 Risks linked to the Project
31 Risk asso
on the Project or any event that may impact the Project
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Annual Report of the Statutory Auditor specific to the management of tokens over the year In the
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event that the Committee is unable to publish the report the WPO Directorate would take over its
communication obligations until such time that the Committee can resume its work Also the risk
associated with the lack of regular communication by the issuer on the Project or any event that may
impact the Project is low
32 Risk of failure in the launch or technical and operational
development of the Project
The GreenToken is designed to be a service token (Utility Token) to obtain goods or services offered
by WPO in connection with the Project and in particular private production certificates (GoCerts) to
be issued by WPO in connection with the Project The issuance of the GreenTokens and their sale by
WPO is thus intended to enable the Project to be carried out There is no certainty that WPO will be
able to implement the Project under the terms set out in the Information Document or even if the
Project as such will be implemented WPO being bound only by an obligation of best endeavours
for its implementation WPO disclaims any liability and provides no
assurance as to the accuracy and reliability completeness or timeliness of the services offered by
WPO or the results obtained from the use of these services Any change or new fact likely to have a
significant influence on the investment decision of any potential subscriber that occurs between the
AMFs approval and the closing of the offering must be described in an amended information
subscribers with prior information pursuant to article L 552-6 of the CMF and specified in the AMF
Instruction 2019-06 the Project may at any time evolve according to what WPO considers to be in its
best interest in order to implement the Project as set out in the Information Document andor as it
may or may have evolved
33 Risk of material modification of the Project and of rights attached
thereto
We do not anticipate a change in the rights attached to GreenTokens regardless of (i) the commercial
commitments made and (ii) the expected changes in renewable energy development Thus without
change in the laws and regulations in France the GreenTokens once they have been issued will
continue to give access to GoCert Certificates However no assurance can be given as to the adoption
of a European Union text harmonising the legal qualification of Digital Assets and which could have
an impact on the current qualification of GreenTokens and related rights WPO excludes any liability
that such an event could have on the recognition of rights and the value of GreenTokens
34 Risks related to the requalification of the scope of the offering from
the point of view of consumer law
If a court considers that under the consumer law it is not an offering of digital content not supplied
on a material medium but rather a financial service the waiver of the right to withdraw as provided
for in connection with the offering may not meet the legal conditions
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35 Risks related to the lack of visibility on the regulations applying to the
offer of tokens in all jurisdictions in which the tokens will be offered as well
as the taxation applying to the token subscribers
The terms and conditions of offer sale and taxation of GreenTokens are governed by French law in
force on the date of this Information Document and in particular by the provisions of the PACTE Law
for marketing on French territory
No assurance may be given as to the consequences of any court or administrative decision or
amendment of French laws or regulations after the date of this Information Document Such a
decision or change may have a medium to high negative impact on subscribers and have an adverse
effect on the value of GreenTokens
WPO also disclaims any liability for the adoption of a European Union text harmonising the legal
qualification of Digital Assets which may have an impact on the current qualification of GreenTokens
and rights attached thereto
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PART 5 - CHARACTERISTICS OF THE TOKEN OFFERING
1 Number of GreenTokens to be issued
11 Quantity
The Quantity of GreenTokens is set at fifteen (15) million tokens
12 Allocation structure
bull Eleven (11) million GreenTokens are allocated to the Public Token Offering Unsold tokens will
be cancelled (see Section Cancellation of GreenTokens)
bull Three (3) million GreenTokens are allocated to the Reserve held by WPO and planned to
satisfy the mandatory demand for GreenTokens (see Section Our Services-For-Data)
bull Nine hundred thousand (900000) GreenTokens are allocated to the Private Token Sale
Unsold tokens will be placed in the Reserve
bull One hundred thousand (100000) GreenTokens are allocated to the Free distribution of
GreenTokens to WPO employees
Figure 30 GreenTokens allocation
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2 Amounts of the issue
21 Expected Amounts
The objectives of the issue for the Public Token Offering are as follows
Figure 31 Expected amounts of the issue
22 Amount Effectively Collected
At the end of the public offering the Amount Effectively Collected is determined as follows
bull The exchange ratios of the BTCEUR and ETHEUR pairs are recorded by the bailiff one hour
after the closing of the subscription
bull The amount in euros and the number of Digital Assets (BTC and ETH) effectively received on
the custodians escrow accounts shall be recorded by the judicial officer on the sixth working
day at 2pm after the closing of the subscription
bull Based on these findings the Amount Effectively Collected is (i) calculated by WPO (ii)
certified by the Statutory Auditor and (iii) published by the Chairman of the Investment
Advisory Committee at 4pm on the same day (See Section Time frame of the Public Token
Offering)
currencies that are legal tender and the amounts in Digital Assets effectively received on the escrow
accounts of the Custodians up to and including the sixth business day (T+6) converted into euros at
the Exchange Rates applicable on date T The proceeds from the Private Token Sale are excluded
from this sum
23 Exchange Rate
The applicable Exchange Rates for conversions of Digital are the
exchange ratios traded at 100 am in the morning (Paris time) of the following day (T+1) recorded on
the Kraken Digital Asset exchange platform (Source) or equivalent
The Cryptocurrency collected will be converted to euros only after the Public Token Offering (see
Section
or foreign currencies)
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3 GreenToken Subscription Price
31 Subscription Price
The Subscription Price for the GreenToken is set at 095 euros
32 Minimum Subscription Threshold
The Minimum Subscription Threshold is set at 100 euros
33 Discounts offered by category of subscribers
Category A Premium Subscriber Any subscriber without distinction benefits from an additional discount of - 5 of the Nominal Value
for each tranche of 50000 euros of purchases of GreenTokens (cumulative for each beneficial owner)
limited to 50 of the Nominal Value and within the limit of the stock of available tokens
Each half-tranche of 25000 euros of GreenToken purchases is subject to a lock-up period (Lock-up A)
of one month from the Listing of the Token (see Section Conditions of custody of GreenTokens)
Purchase tranche 0 -
50
50 -
100
100 -
150
150 -
200
200 -
250
250 -
300
300 -
350
350 -
400
400 -
450
450 -
500 (in thousands of euros)
Subscription Price A (EUR) 095 090 085 080 075 070 065 060 055 05
Category B Long-term subscriber Subject to making at least 10000 euros of GreenTokens purchases (cumulative for each beneficial
owner) any subscriber without distinction benefits from an additional discount of -5 of the
Nominal Value per lock-up year (Lock-up B ) granted limited to 50 of the Nominal Value and within
the limit of the stock of available tokens (see Section Conditions of custody of GreenTokens)
Lock-up (years) 0 1 2 3 4 5 6 7 8 9
Subscription Price B (EUR) 095 090 085 080 075 070 065 060 055 05
Cumulative discounts The discounts for the categories of subscribers A and B are cumulative and limited to 50 of the
Nominal Value within the limit of the stock of available tokens
Example Laura acquires 78000 euros of GreenTokens She qualifies for the Category A discount She
agrees to a 3-year lock-up period She also qualifies for the Class B discount The Issue Price that
applies to her purchase is Subscription Price A plied by Subscription Price B (3 years)
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Cumulative Lock-up periods Lock-up periods (Lock-up A or B) are not cumulative only the longest of the two applies
Example The subscription of Laura of 78000 euros counts for 3 half-tranches that gives a lock-up
period of 3 months (Lock-up A ) However she also agrees to a 3-year lock-up period (Lock-up B )
therefore the 3-year period (Lock-up B) only applies in this instance
34 Explanations on the setting of the Subscription Price
The GreenToken will have different values during its life cycle The Nominal Value the Exchange
Value the Utility Value and during the Public Token Offering the Subscription Price
Figure 32 Values of the GreenToken over time (Non-contractual example)
Nominal Value
The Nominal Value of a GreenToken is the value of a GreenToken sold by WPO within the specific
framework of the Services-For-Data using the Reserve
In this context [X] euros of services give entitlement to [Y] GreenTokens Thus
bull Before the Listing of the Token the Nominal Value is set at one (1) euro
bull After the Listing of the Token the Nominal Value will be the greater of one (1) euro and the
Exchange Value
Exchange Value The Exchange Value of a GreenToken will be the value of a GreenToken on the secondary market (see
Section GreenToken listing)
In the event of listing on several Digital Asset exchange platforms the Exchange Value of a
GreenToken will be the average exchange value observed on these different platforms on the basis
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of a representative exchange volume measured over a sufficient period prior to the setting of this
value The average exchange value shall be weighted by the exchange volume of each platform
In the event of disagreement over the value the Investment Advisory Committee shall make a public
declaration establishing the Exchange Value
Utility Value See Section Redemption of GreenTokens by WPO
Subscription price The Subscription Price offers a discount to promote the attractiveness of the Public Token Offering
This discount is - 5 compared to the Nominal Value before the Listing of the Token
Additional discounts may accrue for premium andor long-term subscribers
4 Accepted Currencies and Digital Assets
41 Currencies
The currency accepted is Euro (code EUR)(
42 Digital Assets
Accepted Cryptocurrencies are Bitcoin (code BTC) and Ether (code ETH)
43 Exchange ratios with the GreenToken
Currencies The exchange ratio for the [EUR-GTK] pair is equal to the applicable Subscription Price
Digital Assets The exchange ratio is the Exchange Rate applicable on the closing date of the Public Token Offering
as recorded by the bailiff (See Section Time frame of the Public Token Offering) multiplied by the
applicable Subscription Price
5 Steps prior to the Public Token Offering
51 Pre-offering issue
No GreenTokens including GreenTokens from the Private Token Sale are expected to be issued
before the end of the Public Token Offering
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52 Private Token Sale
Between 1 April and 31 December 2019 254500 GreenTokens were sold as part of the Private Token
Sale at an average price of 085 euros for a total amount of 216000 euros
Between 1 January and 30 April 2020 167760 GreenTokens were sold as part of the Private Token Sale
These sales are contracted but not yet invoiced at the date of this Information Document
No GreenToken has yet been issued These sales do not contain any Lock-up condition
Any private-sale negotiation of GreenTokens not yet contracted at the opening of the Public Token
Offering will be suspended
6 Terms of subscription for GreenTokens
In order to subscribe to the Public Token Offering subscribers must follow the process of
downloading the Information Document Recording and identifying in advance any purchase of
GreenTokens (see Figure 34) In this context WPO will use the personal data communicated in
accordance with the GDPR
61 Downloading the Information Document
The Information Document is available for download on the Public Token Offering website
(wwwwpoeu ceptance of a prior notice
62 Pre-booking GreenTokens
Anyone who has downloaded the Information Document may without any commitment from their
part pre-book GreenTokens via an online form (pop-up) For this purpose they must
bull enter a valid email address
bull enter the amount of its pre-booking in the future Public Offering (eg [X] euros in pre-
booking of [Y] GreenTokens [Y] being automatically calculated)
bull If applicable subscribe to the information flow relating to the GreenToken Project
If a pre-booking amount has been entered they will have the option to create a User Account
Otherwise they will be able to create a User Account at any time on the website wwwwpoeu ICO
tab
63 Creation of the User Account
Creation of identifiers The creation of the User Account requires the provision of
bull a valid email address (verified by sending a security email)
bull a password
bull a mobile phone number allowing double-factor authentication (A2F)
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Information requested The information to be entered online without threshold conditions is as follows (Figure 33)
Figure 33 List of information collected during the Registration
NATURAL PERSON LEGAL ENTITY
Mandatory information
First name of User Account Holder Company name of User Account Holder
Last name of User Account Holder Description of the project or activity of the User Account holder
Date of birth of the User Account Holder
Nationality of the User Account Holder Country of registration of the User Account Holder
Country of residence of the User Account Holder
First name of the legal representative of the User Account holder
Email address of the User Account Holder Last name of the legal representative of the User Account holder
Date of birth of the legal representative of the User Account holder
Title of Payer or Beneficiary Contact email of the User Account Holder
-
- Title of Payer or Beneficiary
Recommended information
Main phone of the User Account Holder Registration number (SIREN or equivalent) of the User Account holder
Politically Exposed Person (PEP) number
Supporting documents The list of these documents to download without threshold conditions is available here See the KYC2
List of Documents
Advanced Electronic Signature
by the YOUSIGN signature provider the signature occurs when the unique security code sent by
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Figure 34 Registration Process
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Information in the event of repayment of funds The Bank Identity Form provided at the identification stage will where applicable be used to repay
amounts subscribed in currencies that are legal tender The public address provided at the
identification stage will be used where applicable to repay the Digital Assets subscribed for in Digital
Assets (Figure 38)
-
- e identical Failing that the subscription process will be interrupted
Information on the origin of funds We monitor the origin of the funds collected in relation to (i) the processing of alerts (in the event of
suspicion) and (ii) the knowledge of the customer (KYCKYB) in accordance with our AML-CFT
Procedure This analysis will be delegated to LEMON WAY without threshold conditions in order to
detect any anomalies or abnormal behaviour In the event of suspicion additional information and
supporting documentation will be requested
UZES and COINHOUSE may carry out secondary audits in
accordance with their regulatory obligations or internal procedures
See also PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS ANTI-MONEY LAUNDERING AND
COMBATING THE FINANCING OF TERRORISM AND SECURITY
Amendment of information The user agrees to inform WPO as soon as possible of any changes to the information provided during
n order to
update hisher information and in particular any change in hisher marital status legal capacity
address (tax postal or electronic) mobile phone number title (tax professional)
64 Subscription to GreenTokens
The analysis of the information provided may take from a few minutes to a few days After notification
by EQUISAFE that the Registration has been confirmed the subscriber may log in to his User Account
to purchase GreenTokens The main steps are as follows
1 The subscriber confirms that he has read and accepted the General Terms and Conditions of
Use available online (Figure 34 see above)
2 The subscriber indicates his choice of subscription in euros or Digital Assets (See the Figure
38)
3 The subscriber then indicates the amount of hisher subscription and the possible Lock-up
condition to which heshe voluntarily subscribes (see Section Category B Long-term
subscriber)
4 On this basis the following are shown to the subscriber (See Figure 39 and Figure 40)
a The number of GreenTokens heshe acquires
b The issue price applicable to himher
c The possible lock-up period (Lock-up) applicable to himher
d The subscription fees applicable to himher
e The total price of hisher purchase ie [a x b + d] in euros
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5 The subscriber indicates how heshe will receive their GreenTokens In the first two cases (a)
and (b) below the subscriber will provide a public address for ERC20 compatible Digital
Assets in the third case (c) this address will be specified by the Depository COINHOUSE
a Where the holder is its own depository
b Via a third-party depository
c Via the third-party depository COINHOUSE
6 The subscriber confirms the information relating to the bank account (or public address) of
repayment which is the same as used for the subscription
7 The subscriber confirms their intention to purchase and pay for the GreenTokens subscribed
a The funds in euros are first received in an initial holding account placed in the LEMON
WAY environment and allocated to each subscriber They are then transferred to the
holding account alloc tion Custody of
subscriptions made in legal tender Currencies )
b Digital Assets are first received at one or other public holding addresses Each
business day EQUISAFE (See Section Custody of subscriptions made in Digital
Assets)
i reconciles the amounts received at these addresses with the registered
subscriptions
and subject to the minimum daily collection amount being reached
ii instructs the Depository COINHOUSE to place the Permitted Digital Assets
on the escrow account which executes the instruction
or if applicable
iii instructs the Depository COINHOUSE to return the unauthorised Digital
Assets received which executes the instruction
8 Subscriptions duly collected on the account or public holding addresses are thus deposited
as soon as a minimum amount is reached on one of the two escrow accounts
bull euros at FINANCIERE DUZES (See Figure 39)
bull Digital Assets at COINHOUSE (see Figure 40)
65 Issuance of GreenTokens
At the closing of the Public Token Offering the Statutory Auditor certifies the Amount Effectively
Collected and the WPO Directorate concludes on the outcome of the offering
As soon as the Minimum Amount is reached EQUISAFE mandated by WPO prepares the issuance
of the GreenTokens the allocation of GreenTokens to their subscribers and the cancellation of the
unsold GreenTokens (see Section GreenTokens time frame of use)
This allocation is made by sending to the public address indicated by the subscriber in paragraph 5
of section 64 above Subscription to GreenTokens
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7 Time frame of the Public Token Offering
The time frame of the Public Token Offering is as follows
Figure 35 Detailed timeline of the Public Token Offering (the times shown are Central European Time)
Tuesday 8 September 2020
at 10 am
- Opening of the subscription to the Public Token Offering which
takes the form of the opening of subscriptions on wwwwpoeu
- Publication of the Statutory Auditors report on the Private Token
Sale to date
Thursday 12 November 2020
at midnight
Closing of the subscription to the Initial Coin Offering which results
in the suspension of the subscription function on wwwwpoeu
Friday 13 November 2020
at 1am in the morning ETHEUR pairs to determine the Exchange Rate applicable to the
Digital Assets collected
Friday 20 November 2020
at 2pm
at 4pm
- Bailif
Digital Assets effectively collected (the period between the closing of
the subscription to the Public Token Offering and this statement is
the time required for the last bank transfers and transfers of Digital
Assets to be received and observed on the escrow accounts)
- Certification Amount Effectively Collected by the Statutory Auditor
b
- Publication of the result of the Public Token Offering by the WPO
Directorate and public declaration of the Investment Advisory
Committee in accordance with the certificate of the Statutory Auditor
Monday 23 November 2020
at noon
- Issuance of the GreenTokens and if applicable cancellation
(destruction) of the unsold GreenTokens
Tuesday 1 December 2020
at noon
- Allocation of GreenTokens to each subscriber
- Listing of the GreenToken
or (in case the Minimum Amount [Soft-cap] is not reached)
- Repayment of subscriptions
For a broader timeframe
bull timeline is given in the Section Our history
bull The timeline for the GreenToken Project is given in the Section Timeline
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8 Information on the period after the Public Token
Offering
81 Dilution
The GreenTokens redeemed by WPO in exchange for GoCert certificates will be cancelled As the
GreenTokens are fixed this will result in a gradual reduction in the number of GreenTokens available
over time
Any new offering to the public of GreenTokens would be conditional upon obtaining a new optional
Visa from the AMF
82 GreenTokens buy-back conditions
In the event of excess or lack of liquidity of the GreenTokens on the secondary market WPO shall act
reasonably and may use the Reserve under the control of the Investment Advisory Committee
83 Conditions for cancelling GreenTokens
See Sections Cancellation of GreenTokens and Redemption of GreenTokens by WPO
84 Conditions for the custody of self-held tokens and their placing
on the market
The categories of self-held GreenTokens are listed in the Section Use of self-held tokens None of them
are subject to a custody obligation (no Lock-up)
85 Conditions of custody of GreenTokens held by subscribers
GreenTokens subject to a lock-up period (Lock-up A or Lock-up B as defined in the Section Discounts
offered by category of subscribers) mean that they will be kept by the Depository COINHOUSE in a
segregated account from the time of their issue and for the duration of the Lock-up They will be
delivered to their subscriber at the end of the lock-up period The custody costs are borne by WPO
86 Communications to the public
At least once a year the Investment Advisory Committee publishes on the WPO website
(wwwwpoeu) an activity report of the GreenToken Project for the year just ended together with the
Statutory Auditor and Obligations and capacities of the Committee)
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PART 6 - TECHNICAL TERMS AND CONDITIONS FOR THE
ISSUE OF GREENTOKENS
1 Description
The Distributed Ledger T e
Ethereum network which allow the creation registration and transfer of Digital Assets within the
meaning of article L54-10-1 of the CMF
Operational since June 2019 the Secure Financial Transaction Protocol provides a robust modular
and configurable framework It favours as much as possible the logic of permission by the IT code
through Smart Contracts in order to maximize transparency for all parties involved
The Secure Financial Transaction Protocol is designed to maximize interoperability between the
various network participants In general these participants can be divided into four categories
bull The Issuer (WPO) an entity that creates and sells GreenTokens
bull Subscribers entities that have successfully passed KYC identification and AML-CFT
compliance checks and are authorised to purchase GreenTokens
bull White lists (LEMON WAY) are trusted entities that provide LCB-CFT Compliance Identification
and Verification services to network participants
bull
funds collected without directly taking possession of them They can provide services such as
holding funds in escrow or custody of tokens or facilitate the secondary transfer of
GreenTokens
The Secure Financial Transaction Protocol was designed with two central concepts in mind
identification and permission Each subscriber has their identity verified by a White list registration
agent (LEMON WAY) and a unique identity footprint is associated with their portfolio address (see
below Figure 34) Based on this identity information the Issuer and Depositories apply a set of rules
in accordance with the provisions of this Information Document which determines how the
subscriber can interact with them
The Issuer White Lists and Depositories each have their own Smart Contract that defines how they
interact with each other These contracts allow different entities to provide each other with
information within the ecosystem
The security tokens of the Secure Financial Transaction Protocol are based on the ERC20 standard
The tokens are transferred via the transfer and transferFrom methods but the transfer will only
succeed if it passes a series of Blockchain authorisation controls A checkTransfer call returns true if
the transfer is possible (See Figure 36)
The basic configuration includes the identification of the subscriber the monitoring of the number
and limits of subscribers as well as restrictions on the countries and status of each accredited
subscriber The implementation of other modules allows for the addition of a variety of additional
features to meet the specifications set out in this Information Document
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Figure 36 - GreenToken issuance process
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2 Parameters of the automated computer programme
and objective of the functions
The following public link presents the system architecture httpsgitlabcomequisafenyx
The Distributed Ledger Technology (DLT) developed by EQUISAFE is operational and has already
operated on several digital financial transactions for amounts in euros above the Target Amount
(Target) of this offering19
3 Security and Compliance Audits
An audit (and if necessary a security counter-audit)20 of the Distributed Ledger Technology (DLT)
developed by EQUISAFE and an audit (and if necessary counter-audit) of compliance of the
GreenToken subscription and issue process with this Information Document will be carried out by
the opening of the Public Token Offering
Certificates certifying that the comments and recommendations made during these audits are taken
into account will be published on the websites of EQUISAFE and WPO no later than the day of the
opening of the Public Token Offering
The GreenTokens will only be issued once the threshold target (Achievement of the Minimum
Amount (Soft-cap)) has been achieved and after the closing of the Public Token Offering
19 See for example the MEDIA section of the website wwwequisafeio 20 To this end EQUISAFE has commissioned DIGITAL SECURITY SAS (SIREN 810570515 RCS Paris) 50 avenue Daumesnil (wwwdigitalsecurityfr) and the audit is scheduled for March 2020
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PART 7 - CUSTODY AND RESTITUTION OF FUNDS AND
DIGITAL ASSETS
1 Monitoring and safeguarding of funds and digital
assets collected
11 Methods for collecting and managing the funds and Digital
Assets collected as referred to in article 712-6 of the AMF General
Regulation
Subscription in legal tender Currencies See Section Subscription to GreenTokens
See also Figure 39 Process of collecting and sequestration of funds in euros
Subscription in Digital Assets See Section Subscription to GreenTokens
See also Figure 40 Process for collecting and sequestration of Digital Assets
Custody of subscriptions made in legal tender Currencies As long as the cumulative amount of the funds in euros collected on LEMON WAY holding accounts
are less than the Minimum Amount (Soft-cap) the funds collected are held in these accounts
When this amount reaches or exceeds the Minimum Amount (Soft-cap) the funds collected are
h its
authorisations available on the website REGAFI (see Section Euro (EUR) Escrow Account below)
Funds held in escrow remain frozen in accordance with the provisions of this Information Document
and in particular the Section End of subscription period and restitution below
Custody of subscriptions made in Digital Assets Each day and if the equivalent amount observed on one of the public holding addresses at
COINHOUSE reaches or exceeds one thousand (1000) euros (calculated according to the method set
out in Section Exchange Rate) the Digital Assets collected are transferred to the escrow account of
the Depository COINHOUSE CUSTODY SERVICES under Ledger Vault technology (see Section
Bitcoin (BTC) Public Holding Address and Section Ether (ETH) Public Holding Address below)
Practically EQUISAFE reconciles the origin and quantity of the Digital Assets effectively received at
these public holding addresses with the identification information and the White list established by
LEMON WAY EQUISAFE then establishes the release(s) of the authorised transfers to either of the
escrow accounts (BTC or ETH) which is executed by COINHOUSE upon receipt The orphan Digital
Assets are either returned to their original -CFT
Procedure
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This release is a digital file sent daily by EQUISAFE to COINHOUSE This file contains the last name
first name and date of birth of the subscriber the amount effectively received and indicates the status
(White list or not) of this subscription and the confirmed address for any refund
business day
The funds deposited in the escrow account remain frozen in accordance with the provisions of this
Information Document and in particular the Section End of subscription period and restitution below
WPO which holds public holding or escrow addresses positioned in the COINHOUSE environment
never possesses any of the associated private keys
12 End of subscription period and restitution
The release of the escrow accounts is subject to the certification by the Statutory Auditor of the
Amount Effectively Collected
If the Certified Amount is less than the Minimum Amount (Soft-cap Condition of non-achievement
of the Minimum Amount (Soft-cap) then the repayment procedure is followed
If the Certified Amount is greater than the Maximum Amount (Hard-cap) the Condition of exceeding
the Maximum Amount (Hard-cap) is met and the procedure for refunding the excess is followed
As soon as the Soft-cap is reached and after the closing of the Public Token Offering (or in advance
thereof in the event of the Hard-cap being exceeded) the funds and Digital Assets collected are
transfered to WPO by release of the escrow accounts according to the following sequence
Release procedure of the escrow account of the Digital Assets a
Effectively Collected the Depository COINHOUSE will open the Ledger Vault
according to the agreed multi-authorisation procedure and then retrieve the Digital
Assets collected
b Upon presentation of a WPO conversion order the Depository COINHOUSE will
convert all or part of the Digital Assets collected into euros (See Section Foreign
or foreign currencies) and then transfer the amount converted into euros from its
bank account (see Section COINHOUSE current account (EUR)) to the Escrow
c The Depository COINHOUSE will transfer the unconverted collected Digital Assets to
the WPO safekeeping and holding account at COINHOUSE
Procedure for releasing the euro escrow account Upon presentation of the Statutory Auditors certificate attesting to the Amount Effectively Collected
and where applicable after receipt of the Digital Assets converted into euros transferred by the
Depository COINHOUSE funds to the WPO bank
account (see Section WPO current account (EUR))
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13 Identification of holding accounts and escrow accounts to hold
collected funds and Digital Assets
Euro (EUR) Escrow Account The Depository FINAN
below
CIC CREacuteDIT INDUSTRIEL ET COMMERCIAL
IBAN FR76 3006 6107 4100 0208 0642 501
BIC CMCIFRPP
Bitcoin (BTC) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
Ether (ETH) Public Holding Address ADDRESS21 [Will be communicated to the subscriber after its User Account has been validated]
This address is physically positioned in the environment of the Depository COINHOUSE on Ledger
Vault technology
COINHOUSE current account (EUR) In the event of conversion of all or part of the Digital Assets collected the Depository COINHOUSE will
transfer the amount converted into euros to the bank account below
FIDOR BANK
IBAN DE82 7002 2200 0020 299 800
BIC FDDODEMMXXXX
WPO current account (EUR) At the end of the uro funds will be paid is as follows
CREDIT COOPERATIF
IBAN FR76 4255 9100 0008 0107 2529 312
BIC CCOPFRPPXXX
14
convert Digital Assets to euros or foreign currencies
The Cryptocurrencies collected during the Public Token Offering will be converted into euros only
after the Public Offering has been completed
21 According to Engagement Letter reference COINHOUSE-20191014 signed on 14092019
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nge rate
applicable to the conversion of at least 80 of that recorded by the bailiff at the end of the Public
Token Offering If when the order is made the difference is greater than 20 the conversion will be
adjourned
By way of exception WPO intends to convert the Digital Assets as soon as possible to have a total
amount collected in euros at least equal to the value of the Minimum Amount (Soft-cap) or
depending on the currency effects as near to this value as possible
Subsequently if all of the Digital Assets collected have not already been converted WPO intends to
convert them cautiously for the purposes of the GreenToken Project in accordance with the
exchange risk management principle set out above
15 WPOs commitment to maintain or implement a monitoring
and safeguard mechanism for the funds and the Digital Assets
collected
The Digital Assets collected during the Public Token Offering and ultimately transferred to WPO
automatically are in part or in full converted into euros (see Section above)
Any balance of the Digital Assets shall be kept at COINHOUSE in accordance with the engagement
letter in place22 (or where applicable at any other custody provider of Digital Assets on behalf of third
parties (DASP) registered by the AMF
2 Refunding of Subscribers
21 Condition of non-achievement of the Minimum Amount (Soft-
cap)
At the closing of the Public Token Offering as shown in the Time frame of the Public Token Offering
the Statutory Auditor certifies the Amount Effectively Collected in euros and the WPO Directorate
records the result of the offering If the condition of non-achievement of the Minimum Amount (Soft-
cap) has been met WPO will return the funds and the Digital Assets collected within sixty (60)
working days from the date of the Statutory Auditors certificate
22 Condition of exceeding the Maximum Amount (Hard-cap)
Each day during the period open for subscriptions at 6pm (Paris time) WPO calculates the interim
value of the Amount Effectively Collected in euros If according to this calculation the Maximum
Amount (Hard-cap) has been exceeded the subscription function on wwwwpoeu will be
immediately suspended by WPO
22 See Note 21 on previous page
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Having anticipated this overrun WPO will then note as quickly as possible as recorded by a bailiff
the exchange ratios of the Digital Assets collected in euros on the Digital Asset exchange platform
chosen for reference23
WPO then notes as recorded by a bailiff the amount of the legal tender currencies and the amount
of the Digital Assets collected and effectively received on the Custodians escrow accounts until the
fifth business day (inclusive) after the day on which the subscription function was suspended
the WPO Directorate records the result of the offering As soon as the condition for exceeding the
Hard-cap is met WPO returns the excess funds and Digital Assets collected within sixty (60) working
days of the date of the Statutory Auditors certificate The excess subscriptions are then repaid in the
order of the last subscriptions effectively received by the Custodians until the value of the Hard-cap
is reached
23 Procedure for refunding the subscribers
This procedure is the same in the event that the condition of non-achievement of the Minimum
Amount (Soft-cap) is met or the condition of exceeding the Maximum Amount (Hard-cap) is met
Case of a subscription in a legal tender currency Throughout the subscription period a subscribers register will be kept by the manager of the
EQUISAFE subscription platform and a payment register will be kept by the LEMON WAY payment
institution which will be reconciled with the statement of the escrow account of the Depository
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends the order of repayments accompanied by the
opinions of the Investment Advisory Committee and the Statutory Auditor to LEMON WAY
who executes it
5- Execution Lemon WAY returns the net euros received from its holding accounts to each
subscriber according to the payment method used on subscription
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber shall
bear all applicable fees and commissions if any by his bank foreign exchange agent etc
23 See Section Exchange Rate
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Case of a subscription in Digital Assets Throughout the subscription period a subscriber register shall be kept by the manager of the
EQUISAFE subscription platform and a register of transfers of Digital Assets received shall be kept by
the Depository COINHOUSE
In the event of a refund
1- Preparation of the list The documentation is made available to WPO drawing up the list of
repayments
2- Approval of the list The Investment Advisory Committee will audit and approve or as the case
may be cause the list to be corrected
3- Methodological approval The approved list and the elements enabling its establishment are
sent to the Statutory Auditor who certifies the compliance of the process for drawing up the
list of repayments
4- Placing orders The WPO Directorate sends in writing the order of repayments accompanied
by the opinions of the Investment Advisory Committee and the Statutory Auditor to
COINHOUSE who executes it
5- Execution COINHOUSE sends the Net Digital Assets received on its escrow accounts to each
public address recorded at the time of the Registration
6- Costs WPO bears the escrow and transfer costs (Money-out) However the subscriber bears
all applicable fees and commissions if any by its own custody or broking providers etc
24 Foreign exchange risk management at the time of refund
The risk of a change in the exchange ratio of legal tender currencies (other than the Euro) or of Digital
Assets and euros between subscription and redemption is borne by the refunded subscriber
25 Management of risk of incorrect or incomplete address during a
refund
If the information provided for repayment at the time of registration is incorrect or incomplete the
risk of non-repayment is borne by the subscriber However WPO will use its best endeavours (duty
of best endeavours) to correct or complete the address for a reasonable period of two (2) months
following the date of methodological certification of the list of refunds by the Statutory Auditor
26 Address risk management via Digital Asset exchange platform
Repayment is made only to the address used for sending the Subscribers Digital Assets If this
address is the address linked to a Digital Asset exchange platform the refund could be lost and WPO
cannot be held liable Subscribers must take care of organising this themselves in advance with their
provider(s)
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PART 8 - KNOWLEDGE MECHANISMS OF SUBSCRIBERS
ANTI-MONEY LAUNDERING AND COMBATING THE
FINANCING OF TERRORISM AND SECURITY
1 Knowledge of subscribers and AML-CFT
Pursuant to article L561-2 7deg ter of the CMF WPO is liable to as an issuer in connection with the
Public Token Offering conduct identification and vigilance measures according to anti-money
laundering and combating financing terrorism regulations (AML-CFT)
In this regard WPO has put in place its AML-CFT Procedure consisting of
bull A system for collecting data regarding identification identity verification and knowledge of
GreenToken subscribers
bull A mechanism for assessing the risk of money laundering and terrorist financing
In this context WPO has outsourced on the basis of article R561-38-2 of the CMF the due diligence
measures to be implemented in connection with the subscription of GreenTokens
In accordance with article L 561-32 I paragraph 4 of the CMF the Money Laundering Reporting Officer
(MLRO) designated for the Public Token Offering holds a high hierarchical position within WPO and
has sufficient knowledge of risk exposure It has also implemented controls over WPO
providers
In this case the MLRO is
hervegagnairewpoeu)
11 Identification and verification of identity
The process of identifying subscribers (KYC and KYB) and the origin of the funds will be carried out
by LEMON WAY at the time of registration (see Figure )
KYC and KYB Process The steps to be followed and the documents to be provided are detailed in the Section Creation of
the User Account
In particular two proofs of identity (with no minimum subscription threshold condition) will be
required and subscribers will be required to sign the request to create the User Account by Advanced
Electronic Signature (see Section Advanced Electronic Signature)
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Acceptance The type of subscribers that do not meet the internal procedures of the Payment Service Provider
LEMON WAY will not be accepted at the payment stage of the subscription platform
subscription presented for collection that is not in compliance particularly with regard to the
completeness of the information provided or with regard to their own AML-CFT provisions (See Figure
39 and Figure 40)
The WPO Directorate will question all third-party providers involved in the subscription process to
ensure compliance with applicable regulations and procedures
12 Risk Classification
The assessment of the level of risk may result from the analysis of the subscriber and the risk approach
in certain cases or from a legal or regulatory presumption (types of legal persons activities or
distribution channels listed by the texts as posing a low risk of money laundering)
RISK EXPLANATION
LOW
Equivalent to the lowest AML-CFT risk It can be shown by the ease by which subscribers are monitored by procedures that are not complex or that generate low flows by simple means by which GreenTokens are acquired (payment in a legal tender currency ) and for low volume (less than 1000 euros) The management of related risks is easy and a simplified due diligence system can be sufficient to manage AML-CFT risks
MODERATE Equivalent to a standard andor average AML-CFT risk corresponding to situations of preferred AML-CFT risk vectors
HIGH A high AML-CFT risk is associated with situations identified as preferred AML-CFT risk vectors
13 Risk assessment criteria
In summary -CFT Procedure provides that
bull the Public Token Offering is aimed at natural and legal persons in France without distinction
bull requests for subscriptionacquisition of GreenTokens from abroad (country of
residenceconstitution) are accepted unless they come from High Risk Jurisdictions China
or the United States of America
bull individuals considered at risk are Politically Exposed Persons (PEP) and those whose
professionactivity is related to real estate telecommunications games associative sector
and arts
The risk criteria categories that will be taken into account in determining the level of vigilance to be
applied are the place of residence professional activity currency of subscription amount invested
an abnormal transaction andor behaviour etc
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Depending on the level of vigilance required the following due diligence will be applied
Figure 37 - AMLCFT Risk Assessment Criteria
VIGILANCE DUE DILIGENCE
SIMPLE Identification (collection of identification documents)
COMPLEMENTARY
Above diligence and
- verification of the activity - advanced identity verification
o Advanced electronic signature o Verification of sanctions lists
- if applicable validation by MLRO
REINFORCED
Above diligence and
- request on the origin of the funds - validation by MLRO - specific PEP due diligence
The following cases will imply a refusal to subscribe
bull Presentation of incomplete illegible or falsified documents
bull Use of an unjustified third-party account
bull Origin of funds in a High Risk Jurisdiction
bull Subscribers using anonymity
bull Subscribers subject to asset freeze
bull Subscribers on certain sanctions lists
Finally further restrictions on the Public Token Offering are set out in the Section Restrictions on the
Public Token Offering in the following section
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Figure 38 KYC Identification and AML-CFT compliance process
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Figure 39 Process of collecting and sequestration of funds in euros
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Figure 40 Process for collecting and sequestration of Digital Assets
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2 Cybersecurity and detection systems for technical
malfunctions
In 2015 WPO set up an IT Systems business unit With eight full-time employees today the team
Since 2018 WPO has taken out a fraud and cybercrime insurance policy with the insurer CNA
covering its data and third-party data including Production Data transiting or storage on its
Information Systems24
business unit25 carried out a security audit by XMCO concerning
an Penetration Test on its Internet-exposed information systems A follow-up audit to check that the
security recommendations had been implemented was conducted in January 2020
WPO has committed to the implementation of an ISO-27001 certification-backed Information
Security Management System with a certification start-up objective in 2020 The scope envisaged will
include the collection of Production Data from wind and solar production sites supervised by WPO
LT)
With regard to the implementation of the Public Token Offering WPO has chosen quality partners
(see Section GreenToken Project Team) operating according to current best practices in the market
bull The subscription processes for the Public Token Offering are entrusted to the care of
establishments or agents approved by the ACPR andor registered with the AMF namely
EQUISAFE LEMON WAY COINHOUSE COINHOUSE CUSTODY SERVICES FINANCIERE
DUZES and CREDIT COOPERATIF Our service providers meet or exceed the safety criteria
required by the regulations
bull The Listing of the Token will be entrusted to the care of SAVITAR which will soon apply for it
to be registered with the AMF SAVITAR is already following current best safety practices in a
highly changing technological context
WPO will conduct Penetration Tests on the Distributed Ledger Technology (DLT) of GreenTokens and
GoCert Consortium Audits are planned prior to the opening of the Tokens Public Offering and follow-
up audits before the issuance of the first tokens and the first certificates respectively
Thereafter annual follow-up audits will also be carried out The audit reports will be shared with the
Investment Advisory Committee
24 Policy reference 10200913 with CNA Insurance Company (Europe) SA dated 01012018 25 XMCO SAS (SIREN 430 137 711 RCS Paris) is certified QSA and is approved to perform PCI DSS compliance and certification audits The company is in the process of being qualified by the ANSSI under the PRIS (Source) rules
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PART 9 - APPLICABLE LAW RESTRICTIONS AND
JURISDICTION
1 Applicable law
This Information Document and any contractual relationship arising from the goods and services sold
clause
2 Restrictions on the Public Token Offering
The GreenTokens have not been and will not be registered in any jurisdiction and the Information
Document has only been the subject of a visa application in France with the AMF and in no other
jurisdiction
GreenTokens andor the Information Document may be subject to restrictions with regard to certain
persons or in certain cases under national regulations applicable to such persons or countries
including citizens andor residents of the United States of America In this regard WPO has not taken
any action to allow the Offering of GreenTokens to the Public or the distribution of the Information
Document in a jurisdiction other than France Accordingly whether directly or indirectly
GreenTokens will not be offered or sold and the Information Document and any other document
relating to the Public Token Offering may not be distributed or published in any other jurisdiction
that requires WPO andor GreenTokens any authorisation approval or other authority
In particular but not limited to with regard to US law and subject to certain exceptions
GreenTokens may not be offered or sold in the United States of America or to or on behalf of US
US persons of the US Securities Act
S Regulations
Accordingly the Public Token Offering is not carried out in ANY JURISDICTION requiring
Authorisation for WPO GreenTokens or for the Information Document
Finally WPO will not accept any subscription from the 23 High Risk Jurisdictions listed by the
European Commission under the 5th AML-CFT Directive
3 Competent courts in the event of a dispute
operating period as a business or during its liquidation between
WPO and the GreenToken subscribers or between the subscribers themselves regarding the rights
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4 Tax regime applicable to the holding of GreenTokens
in France for French subscribers
41 Value Added Tax (VAT)
WPO filed an advance ruling request on 27 June 2018 This request received a response on 26
December 2018 from the Directorate-General for Public Finance (DLF)
From this letter it follows that the initial sale of GreenTokens does not result in VAT being due
However when the GreenTokens purchased are used by their beneficiaries to obtain a single property
or service from WPO the transaction will be subject to VAT in accordance with Article 256 of the
General Tax Code under the conditions of ordinary law The tax shall then become payable under the
conditions applicable to the underlying transaction subject to the rules of territoriality of the tax
42 Taxes on income or profits (French tax residents)
The rules set out below concern the tax treatment in the event of success of the Public Token
Offering
Natural person subscriber
Subscriber engaged in the purchasesale of Digital Assets on an occasional basis
Pursuant to Article 150 VH bis of the French General Tax Code and the administrative doctrine each
tax household is subject to income tax in respect of transfers for consideration of Digital Assets carried
out during a tax year by the members of the tax household
The transfer must have for consideration a price expressed in legal tender currency property or
service Exchanges of Digital Assets without payment of a cash balance are subject to a deferment of
taxation
In respect of each transfer transaction the gain or loss is equal to the difference between on the one
hand the sale price and on the other hand the product of the total purchase price of the entire
portfolio of Digital Assets of the members of the tax household and the quotient of the price of the
assets sold over the aggregate value of the Digital Assets held by the members of the tax household
on the date of the transfer
The purchase price is therefore determined in the form of a fraction of the total purchase price of the
portfolio of the members of the tax household corresponding to the sole assets sold This total
purchase price must be reduced by the fractions of cost prices used when determining the capital
gains or losses of previous transfers
For more details on these calculation methods see administrative doctrine
A gains are offset against the losses of the same year at the tax household level and in the
event of a net gain the tax is 30 of the gain (128 in respect of income tax and 172 in respect of
social security contributions plus where applicable the exceptional tax on high income) The net loss
is neither chargeable to capital gains of any other type nor chargeable on the net gains from the sale
of Digital Assets in the following years
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Furthermore transfers made by the tax household whose total price does not exceed an annual
threshold of 305 in a year are exempt
It is also necessary to ensure compliance with all reporting obligations prescribed by law and in
particular the obligation to declare at the same time as the tax return references to the Digital Asset
accounts opened held used or closed abroad
Subscriber engaged in the purchasesale of Digital Assets on a regular basis
Natural persons who carry out transactions in the sale of Digital Assets on a regular basis are subject
to the rules governing the taxation of professional profits According to the administration the normal
or occasional performance criteria of the activity result from the examination on a case-by-case basis
of the factual circumstances in which the purchase and resale transactions are carried out the
deadlines separating the dates of purchase and resale the number of digital assets sold the
conditions of their acquisition etc
For a company subscriber liable for corporation tax
From an accounting perspective
Regulation No 2018-07 of 10 December 2018 of the Accounting Standards Authority (ANC) provides
that where a company owns by subscription or acquisition tokens that do not have the
characteristics of financial securities financial contracts or cash orders for the purpose of using the
services or associated assets and that are expected to be used beyond the current financial year
these tokens constitute intangible depreciated and impaired fixed assets
Where a company owns by subscription or acquisition tokens that do not have the characteristics of
financial securities financial contracts or cash orders without the intention of using the associated
services or the delivery of the related assets these tokens are recorded in the account number 5202
counterpart to transitional accounts under assets on the balance sheet in the event of an unrealised
loss and under liabilities on the balance sheet in the event of an unrealised gain In the event of an
unrealised loss a provision for risk is made
Tokens recognised as intangible assets of an unspecified period of use may be transferred on a final
basis into tokens held when the expected use of the associated services or goods no longer exists
The transfer is recognised for its net book value No tokens held may be transferred to fixed assets
(account 5202)
The capital gains and losses on disposal of the tokens held are calculated using the first in - first out
method (FIFO) or where applicable the weighted average cost of acquisition (WAC) and are
recorded as the case ma or in
Net expenses on disposals of tokens
From a tax perspective
In the absence of a derogation provided for in the tax texts the tax treatment in respect of income
tax should follow the accounting treatment If the token is sold the treatment of the gain or loss
should follow the ordinary tax treatment
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PART 10 - DECLARATION
I certify after taking all reasonable measures for this purpose that the information contained in the
Information Document is to the best of my knowledge in conformity with the reality and does not
contain any omission likely to alter the scope thereof
In Paris on 12 Mai 2020
Bartheacuteleacutemy Rouer
Chairman
WPO SAS
Duncan Levie
Managing Director
WPO SAS
Alexandre BERTRAND
Managing Director
WPO SAS]
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PART 11 - GLOSSARY
2FA Means Double-Factor Authentication Method by which a
user can access a computer resource (a computer a smart
phone or a website) after having submitted two separate
proofs of identity to an authentication mechanism In this
case WPO will use Microsoft Authenticator
ACPR The Prudential Supervision and Resolution Authority is an
institution within Banque de France responsible for the
supervision of the activity of banks and insurance
companies in France
Advanced Electronic Signature Means an electronic signature which meets the
requirements of Article 26 of the European eIDAS
Regulation of 1 July 2016 ie (a) is unequivocally linked to the
signatory (b) identifies the signatory (c) has been created
using electronic signature creation data that the signatory
may with a high level of confidence use under his sole
control and (d) is linked to the data associated with that
signature so that any subsequent modification of the data
is detectable
AIB - Association of Issuing Bodies Means the pan-European body responsible for the
promotion of the European Energy Certification System
-registration of certificates
AMF Means the Autoriteacute des Marcheacutes Financiers which is a
French financial institution and an independent
administrative authority whose mission is to ensure the
protection of savings invested in financial instruments
investor information and the proper functioning of financial
instruments markets
AML-CFT Means all the legal and regulatory provisions of Anti-Money
Laundering and Combating the Financing of Terrorism
including Directive (EU) 2015849 of the European
Parliament and of the Council of 20 May 2015 on the
prevention of the use of the financial system for the purpose
of money laundering or terrorist financing as amended
by Directive (EU) 2018843 of the European Parliament
and of the Council of 30 May 2018 (the 5th AML-
CFT Directive) Order No 2016-1635 of 1 December 2016
reinforcing the French system of Anti-Money Laundering
and Combating the Financing of Terrorism Decree No 2018-
284 of 18 April 2018 reinforcing the French system of Anti-
Money Laundering and Combating the Financing of
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Terrorism and Order No 2020-115 of 12 February 2020 and
Decrees No 2020-118 and 2020-119 of 12 February 2020
transposing the 5th AML-CFT directive
AML-CFT procedure Procedure established by WPO and implemented by WPO
and its service providers as part of the AML-CFT due
diligence provided for in the Information Document
Amount Effectively Collected Means the sum expressed in euros of the amounts
collected in legal tender currency and the amounts
collected in Digital Assets during the subscription period for
the Public Token Offering as defined in the Section Amount
Effectively Collected
ANC Means the Autoriteacute des Normes Comptables the main
accounting standardization body in France since 1 January
2010
ANSSI Means the Autoriteacute Nationale de la Seacutecuriteacute des Systegravemes
Information which is a French Department with national
competence in charge of IT security
Artificial Intelligence Refers to all the theories and techniques used to create
machines capable of simulating intelligence It comprises
methods of solving problems with high logical or
algorithmic complexity
Big Data Means sets of data that become so large that they exceed
the intuition and human analytical capabilities and even
those of traditional database management or information
tools
Bitcoin Means a Cryptocurrency whose code is BTC
Blockchain See Distributed Ledger Technology (DLT)
Brexit Refers to the proposed exit of the United Kingdom from the
European Union initiated following the UK referendum of
23 June 2016
Certificate Markets Means the various regulated markets of energy certificates
(eg Guarantees of Origin energy savings certificates
erasure certificates capacity certificates etc) or private
initiative labels which can be traded on a continental
national or regional basis
CMF Means the French Monetary and Financial Code
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Contract Means an agreement for the subscription or purchase of
GreenTokens from WPO
Cryptocurrency Means Digital Assets falling within the scope of the
qualification of digital representation of a value that is not
issued or guaranteed by a central bank or a public authority
which is not necessarily attached to a currency having legal
force and which does not have the legal status of a currency
but which is accepted by natural or legal persons as a
means of exchange and which may be transferred stored
or exchanged electronically within the meaning of article
L54-10-1 2deg of the CMF
DAG Refers to Blockchain technologies using oriented acyclic
platforms where the need is high-speed or connected
DASP Means a Digital Assets Service Provider whose status and
activity are regulated by the PACTE Law and Decree No
2019-1213 of 21 November 2019
Data Lake Means a method of storing data used by Big Data This data
is kept in their original formats or undergo very little
processing
DepositoriesCustodians Refers to FINANCIERE DUZES andor COINHOUSE in their
capacity to receive the funds andor Cryptocurrencies
subscribed to the Public Token Offering on escrow
accounts
Digital Assets Means the intangible assets in digital form referred to in
article L54-10-1 1deg and 2deg of the CMF
Distributed Ledger Technology
(DLT)
IT system enabling the creation registration and transfer of
Digital Assets within the meaning of article L54-10-1 of the
CMF also referred to as Blockchain or Distributed Ledger
or DLT and whose acronym in French is DEEP (Dispositif
Electronique ageacute)
DLF Department of Tax Law of the French Ministry of Economy
and Finance (MINEFI)
EBITDA Means earnings before interest tax depreciation and
amortization
Ecological Transition Means changing towards a new economic and social
model a sustainable development model and changing
ways of consuming working and producing to address the
following environmental issues climate change
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accelerated loss of biodiversity increased environmental
health risks and scarcity of resources
End to End A solut
offers all the software and hardware components required
to meet the needs of a customer
Energy Transition Means a profound structural change in how energy is
produced and consumed It is one of the components of the
Ecological Transition It results from technical
developments prices and the availability of energy
resources but also from a political will of governments and
populations businesses etc that want to reduce the
negative impacts of this sector on the environment Various
government institutions and NGOs have offered different
definitions and energy transition scenarios The scenarios
envisaged often consist of moving from the current energy
system based on the use of non-renewable resources to an
energy mix based primarily on renewable resources This
involves alternatives to fossil fuels limited and non-
renewable resources (human time scales) In Western
Europe the majority of scenarios also plan to gradually
reduce the use of fissile fuels (radioactive materials such as
uranium and plutonium) and replace them with renewable
energy sources for almost all human activities (transport
industry lighting heating etc)
ERC20
Ethereum network
Ether Means a Cryptocurrency whose code is ETH
Ethereum Means a Distributed Ledger Technology (DLT) support
network of Ether
Euro Means the currency of the economic and monetary union
whose code (ISO 4217) is EUR
Exchange Rate Means the conversion rates to the Euro applicable to
currencies or Digital Assets collected on the Public Token
Offering as defined in the Section Exchange Rate
Exchange Value Means the price of the GreenToken exchanged between
participants on a Digital Asset exchange platform It will be
determined at the level where supply meets demand The
Exchange Value is the average of transaction prices over a
period or number of representative transactions at a given
time
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Executive Committee (ExCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the functional
directors of WPO
FIFO Means First in - First out
Gas Means for each transaction executed on a Distributed
Ledger Technology (DLT) its cost which is expressed in a
number of Gas units Each transaction that a Smart
Contract contains has a defined Gas value
GDPR Means European Regulation No 2016679 known as the
General Data Protection Regulation which constitutes the
reference text for the protection of personal data It
strengthens and unifies data protection for individuals
within the European Union Its provisions are directly
applicable throughout the 28 Member States of the
European Union as from 25 May 2018 The main objectives
of the GDPR are to increase both the protection of
concerned data subjects by processing their
personal data and the accountability of data controllers
General Terms and Conditions of
Use (or GCU)
Refers to the conditions of use of GreenTokens The General
Terms and Conditions of Use constitutes a Contract
Gigabyte Measuring unit (unit symbol GB) equivalent to 1024
megabytes (MB) or 230 bytes (1073741824 bytes) of
memory space of a computer or optical or magnetic disk
Gigawatt Gigawatt (symbol GW) is a power unit that designates one
thousand Megawatts
Gigawatt hour Gigawatt hour (symbol GWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a Gigawatt ie a thousand megawatt hours
GoCert Means the private production certificate issued by WPO for
one megawatt hour produced from renewable energy
sources
GoCert Consortium Means the consortium Distributed Ledger Technology
(DLT) a private partially decentralized and shared
-
to jointly manage the business processes of GoCert
certificates where each partner has a network node in its
infrastructure and a sufficient number of nodes must
validate the transactions so that a block is added to the
chain In the case of the WPO Project the GoCert
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Consortium participants will be in the number of thirty
composed of the Certificate Markets participants (eg
national registry managers) andor any other entity co-
opted by the participant community acting in the capacity
of the GoCert Consortium authority in other words its
directors at the same time as WPO Participants will be paid
in GreenTokens
GreenToken Means the Utility Token issued by WPO whose code is GTK
GreenToken Network Means the network of partners of the professional
ecosystem of Renewable Energy who will also accept the
GreenToken as a means of accessing and exchanging their
own goods and services
Guarantees of Origin Means a monitoring tool defined in Article 15 of the
European Directive 200928EC of April 2009 (RED I) A
Guarantee of Origin identifies electricity produced from
renewable sources to inform end users of the source of their
energy In particular a Guarantee of Origin is a green
electronic or follow-up document that guarantees that a
megawatt hour of electricity has been produced from
renewable energy sources Guarantees of Origin are traded
Guarantees of Origin are standardized by the European
EECS
of Intergovernmental Bodies (AIB)
Hard-cap Means the maximum amount to be collected during the
million
High-Risk Jurisdiction List of third countries identified by the European
Commission under the 5th AML-CFT Directive which WPO
will not accept (1) Afghanistan (2) American Samoa (3)
Bahamas (4) Botswana (5) North Korea (6) Ethiopia (7)
Ghana (8) Guam (9) Iran (10) Iraq (10) Libya (12) Nigeria (13)
Pakistan (14) Panama (15) Puerto Rico (16) Samoa (17) Saudi
Arabia (18) Sri Lanka (19) Syria (20) Trinidad amp Tobago (21)
Tunisia (22) US Virgin Islands (23) Yemen
HSEQ Means the areas of expertise activities or professional
regulations controlling aspects of professional risks within
the company in order to lead to an integrated management
system relating to Hygiene Safety Environment and
Quality As such the HSEQ officer is responsible for ensuring
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the safety of staff training in prevention compliance and
reliability of facilities in the company
Identified Person Means WPO SAS its affiliates their officers employees
agents subcontractors data controllers service providers
and respective advisers
Information Document Means this document entitled Blockchain Technology
Servicing the Energy Transition and Renewable Energy
drafted and published by WPO prepared in accordance
with article 712-2 of the AMF General Regulation and AMF
Instruction DOC-2019-06 presenting the WPO GreenToken
Project and associated risk factors
Information Systems Means the various information systems of WPO hardware
and software necessary for End-to-End traceability of the
Production Data from the sites where the wind and solar
farms are installed and for their monetisation using
Distributed Ledger Technologies
Investment Advisory Committee Created in 2019 the WPO Advisory Investment Advisory
Committee also called the GreenToken Advisory Board is
responsible for steering the governance of the GreenToken
Project
IoT (Internet of Things) Means the Internet of connected objects which is the
interconnection between the Internet and objects places
and physical environments The name refers to an
increasing number of objects connected to the Internet
allowing communication between our so-called physical
property and their digital existences
ISP Means investment services providers investment firms and
credit institutions that have been authorised to provide
advice the approval is
issued by the ACPR which maintains the list of approved
service providers
KYB (Know Your Business) Means the identification process to know the client (legal
person) before starting a business relationship included in
the AML-CFT controls For WPO this is an approach to verify
the identity of its clients and assess the potential risks of
concealment or fraud before authorizing the business
relationship
KYC (Know Your Customer) Means the identification process to know the client
(individual) before starting a business relationship included
in the AML-CFT controls For WPO this is an approach to
verify the identity of its client and assess the potential risks
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of concealment or fraud before authorizing the business
relationship
Ledger Vault Commercial solution for the custody and management of
multiple-authorised Cryptocurrency portfolios developed
by Ledger SAS
Lock-up In general refers to a lock-up period of funds In this case
means the period beginning on the Token Listing Date
during which an owner undertakes not to transfer its
GreenTokens
Machine Learning algorithms Machine learning (or statistical learning) is a field of study of
Artificial Intelligence which is based on mathematical and
statistical approaches to give computers the ability to
learn from data ie to improve their performance to solve
tasks without being explicitly programmed for each
Management Committee Provided for by WPO articles of association established in
2008 the Management Committee contributes to the
composed of the
Executive Committee and the Operating Committee
Market Share Means the ratio between the capacity (in Megawatts)
supervised by WPO and the capacity installed in a country
expressed as a percentage
Megawatt hour Megawatt hour (symbol MWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by one megawatt
Minimal Viable Consortium See Minimal Viable Product
Minimum Subscription Threshold Means the minimum amount (in euros) below which it is
not possible to purchase GreenTokens in the Public Token
Offering The Minimum Subscription Threshold is set at 100
euros
Minimum Viable Product Means a rapid product or feature development strategy In
the case of the Project the Minimum Viable Product takes
it
must have all the characteristics of the finished consortium
which are not only achieved in their entirety (Feasibility
Design UX Functionality) We speak in English of Minimum
Viable
Multi-authorisation procedure Procedure established and implemented by the Depository
COINHOUSE as part of the removal of the receiver who
collected the Cryptocurrency during the Public Token
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Offering and detailed in Appendix 2 of the engagement
letter between COINHOUSE and WPO The number of
authorised persons is three an authorised representative of
the WPO Directorate an authorised representative of
COINHOUSE and a third party representative outside WPO
such as the Chairman of the Investment Advisory
Committee
Nominal Value Means the price of the GreenToken sold by WPO to its
traditional clients as part of the Services-For-Data Before
the Token Listing the Nominal Value is equal to one (1) euro
After the Token Listing the Nominal Value is the maximum
between one (1) euro and the Exchange Value
Operational Committee (OpsCom) Means the sub-committee of the Management Committee
composed of the WPO Directorate and the operational
managers of WPO
Oracle Means a physical component a measuring device that is
part of a computer network transporting information from
the physical world to a Smart Contract It creates the link
between the physical world and a Blockchain that Smart
Contracts browse and allows these contracts not to be
limited to information internal to the Blockchain
Penetration test Means a method of testing the security of an information
system or an IT network generally consisting of analysing
the infrastructure of a computer network in order to
simulate the attack of an ill-intentioned user or even of a
malware
PEP (Political Exposed Persons) Means a person exercising (or having exercised) a high
public service or who is intimately associated with such a
person Because of this function and the influence they may
have there is a high risk that PEPs may be involved in
corruption
POC (Proof of Concept)) Means proof of concept (or proof of feasibility) ie a
concrete and preliminary short or incomplete
experimental achievement illustrating a certain method or
idea in order to demonstrate its feasibility
Power Purchase Agreement Means a contract between an energy producer and an
energy buyer See also Corporate Power Purchase
Agreement (PPA)
Private Token Sale Sale of GreenTokens by WPO to private individuals or
companies who buy them outside the framework of the
Public Token Offering
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Production data Means all raw data relating to the measurement of energy
production by the facility supervised by WPO including
SCADA data and all production data provided by
maintenance companies and all production data provided
by distribution and transmission system operators
Production event Means a measurable event in the form of any data
metadata andor contextual data or time series andor
aggregate thereof occurring during the production of
energy from renewable sources eg a megawatt hour
Project (or GreenToken Project) Means the WPO project consisting of issuing GreenTokens
and GoCert certificates private production certificates to
contribute to creating the conditions of trust in renewable
energies and the Energy Transition and as set out in the
Information Document
PSP Means a Payment Service Provider whose status and
activity are regulated
Public Token Offering Means WPOs financing transaction for the issuance and
sale to the public of GreenTokens as described in the
also
Quantity Means the total fixed and definitive amount of
GreenTokens to be issued by WPO at the end of the Public
Token Offering ie 15 million units
RCS Means the Trade and Companies Register the service kept
by the registry of the Commercial Court which lists all
companies registered in France It compiles data on legal
entities (identification number share capital form and
company name creation date) and on natural persons who
carry on a commercial activity
RE100 Private initiative launched at the United Nations Secretary-
participation of 13 major companies today brings together
more than 200 companies around the world Representing
a total annual electricity consumption of around 220
terawatt hours they committed to supplying 100
renewable electricity by 2050
REGAFI Means the register of financial agents kept by the ACPR-
Bank of France available at wwwregafifr
Registration Means the public registration procedure on the Public
Token Offering on the WPO online subscription platform
and carried out by EQUISAFE in advance of any subscription
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to the GreenTokens This procedure implies in particular
the creation of the User Account
REMIT Means European Regulation No 12272011 on the integrity
and transparency of wholesale energy markets
Repowering Replacement of equipment with new production
equipment of different characteristics
Reserve Means the allocation of GreenTokens held by WPO upon
issuance and intended to satisfy the mandatory demand for
Services-for-Data GreenTokens
Retrofitting Optimization of production equipment by adjustments or
the addition of improved components
Revamping Replacement of part of the components of the production
equipment or replacement of such equipment with the
same
SaaS (Software As a Service) Means a business operating model of software in which the
software is installed on remote servers rather than on the
users machine Clients do not pay a user licence for a
version but freely use the online service or more generally
pay a subscription licence
SCADA Means the system of control and retrieval of data (or
teleprocessing ) installed at wind and solar sites
Services-For-Data Major commercial and contractual innovation
implemented in the summer of 2018 WPO has the right to
traditional services In order to balance the model the
obliged
certified goods and services
Smart Claim Means WPOs commercial and contractual innovation
providing reliable contractual solutions for insurance claims
through Distributed Ledger Technology (DLT) The name
results from the synthesis between Smart Contract and
Claim
Smart Contract Means an IT protocol that facilitates checks and executes
the negotiation or performance of a contract or makes a
contractual clause unnecessary (as attached to the Smart
Contract) Smart Contracts generally have a user interface
and emulate the logic of contractual clauses which can
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therefore be partially or completely self-executed or
executed for validation or both
Smart PPA Means WPOs commercial and contractual innovation
providing reliable contractual solutions for the purchase
and sale of electricity between producers and buyers of
electricity production through the Smart Contracts of its
Distributed Ledger Technology (DLT) The name results
from the synthesis between Smart-Contract and Power
Purchase Agreement
Soft-cap Means the minimum amount to be collected during the
subscription peri
million
Subscription price Means the sale price of the GreenToken set for the Public
Token Offering The subscription price of the GreenToken is
fixed at 095 euros before any additional discount(s)
Target See Target Amount
Target Amount Means the amount WPO wishes to collect during the Public
Token Offering ie
Terawatt hour The terawatt hour (symbol TWh) is an energy unit that
corresponds to the amount of energy produced in one hour
by a terawatt ie one million megawatt hours
Tezos Means Cryptocurrency and the underlying computer
protocol (network) whose code is XTZ
Means the date of admission and first listing of the
GreenToken to a Digital Asset exchange platform
Tokenisation Means the evolution of the business model of WPO and its
professional ecosystem consisting of issuing GreenTokens
which the company will accept in exchange for its goods
and services including GoCert certificates
Transfer (n and v) Means the deed of assignment contribution donation
other by which a GreenToken or a GoCert certificate is
transferred to a third party as defined in the General Terms
and Conditions of Use
URSSAF In France organisation comprising of private bodies
responsible for a public service mission falling within the
regime
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User Account Means the personal account of a subscriber as provided for
in the General Terms and Conditions of Use
Utility Token Means any intangible asset representing in digital form
one or more rights that may be issued registered stored or
transferred by means of a Distributed Ledger Technology
(DLT) that allows the direct or indirect identification of the
asset owner referred to in article L54-10-1 1deg of the CMF
Utility Value Means the price of the GreenToken redeemed by WPO
Before the Token Listing the Utility Value is equal to the
Nominal Value After the Token Listing the Utility Value will
be the lower of one (1) euro and the Exchange Value
VAT Means the Value Added Tax applicable in France
Vesting Means the commitment to purchase GreenTokens from
WPO in respect of the Private Token Sale for a single
purchase (these are then referred to as Simple Vesting) or
in periodic purchases (these are then referred to as Multi-
annual Vesting)
White label Means a service or product designed by a company which
other companies rebrand and sell under their own brand In
the case of the GreenToken Project WPO will produce
GoCert certificates that it will provide to the operators of the
Certificate Markets who will distribute them under their
own brand and official designation without reference to the
WPO brand or the name GoCert
WPO Dashboard Means the secure and bespoke application for
teleprocessing and organisation of performance views of
large portfolios of power generation plants from renewable
sources Developed by WPO WPO Dashboard allows for the
real-time monitoring of production technical and financial
performance and changes in the health status of renewable
energy assets
WPO Directorate Means the corporate officers chairman and managing
directors of WPO
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