Sodyo CIS & EAEU Venture Portal

Two-Phase Strategy (from Premium Deck)

The regional entry is built as a staged, low-risk model for Sodyo with a clear path towards a sovereign-backed JV.

Phase 1 – 18-Month Development (Sodyo-Funded)

• Build and validate a regional pipeline of 15–20 qualified opportunities.
• Execute 3–5 pilots across priority countries and verticals.
• Conduct regulatory and market assessments in Russia, Kazakhstan, Uzbekistan and others.
• Engage with RDIF and/or other sovereign investors.
• Prepare full Business Plan, License Agreement and JV documentation.

Phase 2 – JV Launch & Regional Scale-Up

• Incorporate Dubai HoldCo with an exclusive Territory license.
• Launch OpCo Russia as a JV with RDIF (or similar fund).
• Create additional OpCos in Kazakhstan, Uzbekistan, Belarus and others as needed.
• Transition from pilots to national-level deployments and multi-country roll-outs.

Strategy Diagram & Roadmap

Macro Strategy Flow

36-Month Roadmap

Phase-1 KPIs (as per Deck)

• 3–5 pilots executed across CIS & EAEU.
• 15–20 qualified opportunities in pipeline.
• RDIF / sovereign investor engagement progressed to term sheet level.
• License and JV structure aligned; Business Plan and model completed.

Business Plan Framework – Chapters

This section reflects the full structure of the Business Plan Framework document.

1. Executive Summary

• Overview of venture, region and Sodyo technology.
• Key figures: Territory size, verticals, projected impact.
• High-level financial expectations and timelines.

2. Vision & Mission

• Vision: Become the de-facto visual authentication and interaction standard across CIS & EAEU.
• Mission: Reduce counterfeit, protect consumers and enable new engagement and data channels for governments, brands and media.

3. Problem & Opportunity

• High levels of counterfeit in FMCG, pharma, alcohol, tobacco and auto parts.
• Limited ability to connect physical goods and media assets to secure digital experiences.
• Gap between existing serialization systems and end-user engagement.

4. Technology Overview (Sodyo)

• Visual tags recognizable at distance and in multiple environments.
• Flexible application on packaging, labels, screens and outdoor media.
• Ideal for both authentication and engagement workflows.

Market, Verticals & GTM

5. Market Overview & Country Snapshot

• Population > 250M across CIS & EAEU.
• $500B+ FMCG and consumer markets.
• Approx. $30B in counterfeit-related losses.
• Russia as key regulatory reference for EAEU.

6. Target Verticals

• Brand Protection & Anti-Counterfeiting.
• Media & Interactive Advertising.
• Optional eGovernment, digital documents, tax and compliance tools.

7. Regulatory Context

• Strong role of state regulators in digital marking and serialization.
• Importance of sovereign partnerships (RDIF etc.).

8. Go-to-Market Strategy

• Phase 1: pilots, reference customers, early adopters.
• Phase 2: nationwide roll-outs, platform positioning, multi-country expansion.

Structure, Product, Model & Risks

9. Corporate Structure

• Dubai HoldCo & OpCos (Russia JV + regional entities).
• Board, governance and reserved matters.

10. Solutions & Product Offering

• Authentication modules, anomaly detection, counterfeit event management.
• Media activation and interactive experiences.
• Retail, loyalty and consumer apps.

11. Business Model & Revenue Streams

• SaaS platform fees and per-transaction pricing.
• Enterprise and government contracts.
• Media activation fees and optional rev-share.

12. Pipeline & Pilot Plan

• Anchor clients in each priority country.
• Cross-vertical showcases (FMCG, pharma, media).

13. Financial Model

• 5–7 year scenarios (conservative, base, aggressive).
• Revenue ramp-up from pilots to national deployments.

14–18. Budget, Investment, Risks, Governance, Roadmap

• Phase-1 budget and Phase-2 use of funds.
• Risk analysis and mitigation strategies.
• Team and governance model for HoldCo & OpCos.
• 0–18 months Phase-1, 18–36 months Phase-2.

LOI – Parties & Purpose

This section reflects the content of the non-binding LOI between Sodyo Ltd. and Evgeny Matveev.

Parties

• Sodyo Ltd. – Israeli company holding core patents and technologies in visual tags and physical-to-digital interaction.
• Evgeny Matveev – individual with deep experience in national marking, anti-counterfeiting and joint ventures with sovereign funds (e.g., SICPA–RDIF JV).

1. Purpose

• Explore establishment of a Sodyo-based venture in CIS & EAEU.
• Define Territory and priority fields (brand protection, anti-counterfeiting, media & interactive advertising).
• Prepare ground for an exclusive license and a JV with RDIF or equivalent investor.

Structure, Licensing & Roles

2. Two-Phase Development Structure

Phase 1 – 18-Month Development

• Build pipeline and run pilots across multiple countries.
• Conduct regulatory mapping and market assessment.
• Engage with RDIF / sovereign funds.
• Prepare Business Plan, License, JV and Shareholders’ Agreements.

Funding: Sodyo (or HoldCo) funds Phase 1 via a development agreement, including Founder retainer (USD 15,000/month) and 2–3 PM/BD managers plus related costs.

Phase 2 – JV Launch & Regional Roll-Out

• Create Dubai HoldCo with exclusive Territory license.
• Launch OpCo Russia as a JV with RDIF.
• Set up additional OpCos in other markets as needed.

3. Corporate Structure

• Dubai HoldCo as main license holder and investor vehicle.
• OpCo Russia (JV) and other OpCos under HoldCo.

4. Licensing

• Sodyo intends to grant HoldCo an exclusive license for the Territory.
• Fields: brand protection, anti-counterfeiting, media & interactive advertising, plus additional fields by mutual agreement.
• Term: envisaged 10–15 years, extendable based on performance.

Roles, IP, Confidentiality & Law

5. Roles & Responsibilities

Evgeny

• Lead regional business development and GR during Phase 1.
• Build and manage initial team of 2–3 project/BD managers.
• Lead engagement with RDIF and strategic partners.

Sodyo

• Provide technology, documentation, training and ongoing support.
• Fund Phase 1 in line with agreed development budget.
• Collaborate on corporate structuring and definitive agreements.

6. Intellectual Property

• Core Sodyo IP remains fully owned by Sodyo.
• Local improvements and integrations – usage rights within Territory to be defined in definitive agreements.

7. Confidentiality

• LOI and content of discussions are confidential.
• Confidentiality provisions are intended to be legally binding.

8–10. Approvals, Non-Binding Nature, Governing Law

• Subject to Sodyo Board approvals and due diligence.
• LOI is non-binding except for confidentiality and similar clauses.
• Intended governing law: State of Israel; jurisdiction: Tel Aviv courts (to be confirmed).

Term Sheet – Parties & Purpose

This section summarizes the Term Sheet V2 for the regional Sodyo venture.

1. Parties

• Sodyo Ltd. (“Sodyo”)
• Evgeny Matveev (“Founder”)
• Dubai Holding Company – to be incorporated (“HoldCo”)
• Investors – including RDIF or other sovereign funds
• Regional Operating Companies (“OpCos”)

2. Purpose

• Define key terms for creating a regional Sodyo venture across eight CIS & EAEU countries.
• Set high-level structure for exclusive licensing, equity, governance and Phase-1 funding.

Structure, Phases & License

3. Project Structure

HoldCo

• Holds exclusive license from Sodyo for the Territory.
• Owns OpCos (except where local investors participate).
• Acts as main governance and investment vehicle.

OpCo Russia

• JV with RDIF for Russian operations.
• Indicative shareholding: RDIF 25–51%, HoldCo 49–75% (to be agreed).

Other OpCos

• Potential entities in Kazakhstan, Uzbekistan, Belarus and other markets.

4. Two-Phase Execution

Phase 1 – 18-Month Development

• 3–5 pilots in multiple countries and verticals.
• 15–20 qualified opportunities in pipeline.
• Advance investor discussions (RDIF and similar).
• Prepare Business Plan, License and JV documentation.

Funding: Sodyo provides budget per Phase-1 Annex, including Founder retainer and team.

Phase 2 – JV Launch & Scale-Up

• Incorporation of HoldCo and OpCo Russia JV.
• Roll-out in priority countries.

5. Exclusive License

• Territory: Russia, Kazakhstan, Belarus, Uzbekistan, Turkmenistan, Azerbaijan, Armenia, Tajikistan.
• Fields: brand protection, anti-counterfeiting, media & interactive advertising; additional fields by mutual consent.
• Term: 10–15 years with performance-based renewals.
• Financials: royalty/revenue-share to be set in License Agreement.

Equity, Governance, IP & KPIs

6. Equity Structure (Indicative)

HoldCo

• Investors: 40–60%.
• Sodyo: 20–30%.
• Founder & team: 20–30% (for contribution, no cash).

Founder Vesting

• 3–4 year vesting with 1-year cliff.
• Good/bad leaver terms in definitive docs.

7. Governance

HoldCo Board

• 1 representative from Sodyo.
• 1–2 representatives from lead investors.
• 1 representative from Founder.
• Optional independent member.

Reserved Matters

• Appointment/removal of CEO.
• Changes to License scope or Territory.
• Sale of HoldCo or material assets.
• Admission of new investors.
• Major IP or structural changes.

8. Intellectual Property

• Core IP remains fully with Sodyo.
• Local improvements – usage rights within Territory guaranteed to HoldCo.

9. Financial Plan & KPIs

• Phase-1 budget: USD 845,000–1,130,000.
• Phase-2 funded by RDIF/investors.

Phase-1 KPIs

• 3–5 pilots executed.
• 15–20 opportunities in pipeline.
• Draft License & JV docs near-final.
• Clear investor alignment.

10–11. Confidentiality & Law

• Term Sheet and discussions are confidential and non-binding.
• Intended governing law: State of Israel (to be confirmed).

Phase-1 Budget Annex – Overview

This section reflects the detailed Budget Annex for the 18-month development program.

1. Overview

Phase-1 is fully funded by Sodyo (or by HoldCo once incorporated) and covers creation of pipeline, pilots, GR and investment readiness.

2. Personnel Costs

• Founder Retainer: USD 15,000/month × 18 = USD 270,000.
• Senior PM/BD (2–3 FTE): approx. USD 5,000/month × 18 = USD 180,000–270,000.

Subtotal Personnel: USD 450,000–540,000.

Taxes, Travel, Legal & Pilots

3. Taxes & Social Contributions

Blended taxes/social charges across chosen jurisdictions estimated at:

• USD 60,000–85,000.

4. Travel, GR & Roadshows

• Travel to Russia, Kazakhstan, Uzbekistan, Turkmenistan, Belarus, Armenia, Azerbaijan, UAE, Israel.
• Meetings with regulators, enterprises, sovereign funds.
• Estimated: USD 90,000–120,000.

5. Legal & Structuring

• Dubai HoldCo incorporation.
• License, SHA, JV documentation.
• Local legal support in Russia & CIS.
• Estimated: USD 70,000–100,000.

6. Pilots & Technical Integration

• Custom configuration for 3–5 pilots.
• Integrator and third-party technical costs.
• Estimated: USD 70,000–110,000.

Marketing, Ops, Contingency & Total

7. Marketing & PR

• Decks, case studies, local-language materials.
• Support for public reference pilots.
• Estimated: USD 25,000–40,000.

8. Operations & Administration

• Office/coworking, accounting, compliance, admin.
• Estimated: USD 20,000–35,000.

9. Contingency

Buffer for unforeseen costs (legal, GR, technical, travel):

• Estimated: USD 60,000–100,000.

10. Total Phase-1 Budget

Total estimated range for 18 months: USD 845,000 – 1,130,000.