FCPA and Anti-Corruption Compliance Policy

Status: Pre-listing governance baseline; intended to take full effect upon adoption by the Board of Directors.

0) Corporate structure and scope

Tanqory PTE. LTD. (Singapore, UEN 202448997H) is the ultimate parent and holding company of the Tanqory group, including its wholly-owned subsidiaries Tanqory Inc. (Delaware, USA) and Tanqory OÜ (Estonia). Tanqory Inc. is the contracting entity and merchant of record for every product and service Tanqory sells to merchants and customers worldwide — Tanqory PTE. LTD. itself does not contract with, bill, or hold a direct customer relationship with any merchant or customer. This document is adopted by Tanqory PTE. LTD. as the group's holding company and applies group-wide, including to Tanqory Inc.'s and Tanqory OÜ's operations, unless a section below states a narrower scope.

1) Purpose

This Policy sets out the standards, prohibitions, and procedures that govern the conduct of TANQORY PTE. LTD., Tanqory OÜ, Tanqory Inc., and their respective directors, officers, employees, agents, and other representatives (collectively, the "Company") in matters relating to bribery and corruption. The Policy is designed to: (a) prohibit improper payments and inducements; (b) require accurate books and records and effective internal controls; and (c) align Company conduct with the global anti-corruption framework, in particular the United States Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1 et seq., 78m, and 78ff) (the "FCPA"), the United Kingdom Bribery Act 2010 (the "UK Bribery Act"), the Singapore Prevention of Corruption Act 1960 (the "PCA"), Estonian and other European Union anti-corruption legislation, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the "OECD Anti-Bribery Convention").

2) Applicability and jurisdictional reach

This Policy applies to every Tanqory entity and to every person acting on its behalf, regardless of the location of the conduct.

(a) FCPA. Tanqory Inc., as a Delaware corporation, is a "domestic concern" within the meaning of 15 U.S.C. § 78dd-2(h)(1). It is subject to the FCPA's anti-bribery provisions in respect of any conduct, anywhere in the world, by it, its officers, directors, employees, or agents. Conduct by TANQORY PTE. LTD. or Tanqory OÜ, or by any person acting on behalf of any Tanqory entity, that occurs within the territory of the United States, that uses U.S. instrumentalities of interstate commerce (including U.S.-based mail, wires, or banking systems), or that involves U.S. dollar wire transfers cleared through U.S. correspondent banks, may bring the conduct within the FCPA's jurisdiction under 15 U.S.C. § 78dd-3. The accounting provisions of the FCPA (15 U.S.C. § 78m(b)(2)) will apply to the Company at the consolidated level upon registration of any class of equity securities under Section 12 of the Exchange Act.

(b) UK Bribery Act. Section 7 of the UK Bribery Act (failure of a commercial organisation to prevent bribery) has extraterritorial effect over any body corporate that carries on a business, or part of a business, in any part of the United Kingdom, in respect of bribery committed anywhere in the world by an associated person to obtain or retain business or a business advantage for the organisation. Sections 1, 2, and 6 (active and passive bribery, and bribery of foreign public officials) apply to conduct in the United Kingdom and, in respect of persons with a close connection to the United Kingdom, to conduct anywhere in the world.

(c) Singapore PCA. The PCA criminalizes the giving and receiving of gratifications as inducements or rewards. Section 37 of the PCA gives the law extraterritorial effect over Singapore citizens, such that conduct outside Singapore may be prosecuted as if it occurred within Singapore.

(d) EU and Estonian law. Conduct involving Tanqory OÜ or carried out on the territory of an EU Member State is subject to the Estonian Penal Code (Karistusseadustik) provisions on bribery (including §§ 293–298) and to the Union framework on the fight against corruption, including Council Framework Decision 2003/568/JHA on combating corruption in the private sector.

3) Prohibited conduct

No Company representative shall, directly or through any third party, offer, promise, authorize, give, request, agree to receive, or accept any financial or other advantage with the intent to induce or reward the improper performance of any function or activity, or to obtain or retain business or any business advantage. In particular:

(a) Bribery of public officials. No Company representative shall offer, promise, or pay anything of value to a "foreign official" within the meaning of 15 U.S.C. § 78dd-2(h)(2), or to any other public official, governmental employee, employee of a state-owned or state-controlled enterprise, official of a public international organization, or candidate for political office, for the purpose of (i) influencing any act or decision of such official in his or her official capacity; (ii) inducing such official to do or omit to do any act in violation of his or her lawful duty; (iii) securing any improper advantage; or (iv) inducing such official to use his or her influence to affect or influence any act or decision of a government or any of its instrumentalities, in order to assist the Company in obtaining or retaining business.

(b) Commercial bribery. No Company representative shall offer, promise, give, request, or accept any bribe, kickback, secret commission, or similar inducement in connection with any commercial transaction, including any transaction with a merchant, distributor, reseller, integrator, supplier, vendor, or customer.

(c) Facilitation payments. Notwithstanding the limited exception in 15 U.S.C. § 78dd-2(b) for certain "facilitating or expediting payments" to foreign officials to secure the performance of routine governmental action, this Policy prohibits all facilitation payments. The Company applies the stricter standard of the UK Bribery Act, the OECD Anti-Bribery Convention's discouragement of such payments, and prevailing enforcement guidance.

(d) Indirect payments. No Company representative shall make any payment, or transfer any thing of value, to any third party while knowing, or having reason to know, that all or any portion will be offered, given, or promised, directly or indirectly, to any person in circumstances that would violate this Policy if undertaken directly. "Knowing" includes conscious disregard of, or willful blindness to, indicators of such use.

4) Third-party due diligence

Third parties, including payment processors, sales agents, distributors, resellers, integrators, consultants, lobbyists, customs brokers, and other intermediaries, are a principal source of anti-corruption risk. Before engaging any third party that will interact with public officials, that will resell or distribute Tanqory products on behalf of the Company, or that will receive commissions or success-based fees in connection with Company business, the Compliance Officer must complete or supervise risk-based due diligence proportionate to the nature, country, and counterparty profile of the engagement. Due diligence will include, as applicable: identification of beneficial owners; sanctions and watch-list screening (cross-reference the Anti-Money Laundering and Sanctions Compliance Policy); review of corporate registration and reputation; review of references; identification of government-official or politically-exposed-person connections; review of the proposed commercial terms for indicators of corruption risk (including unusual commission structures or off-shore payment instructions); and obtaining anti-corruption representations and warranties, audit rights, and termination rights in the written contract.

Existing in-scope third parties are subject to periodic refresh of due diligence on a risk-based basis. Vendor relationships are recorded in the Company's subprocessor and vendor registers, and the anti-corruption due-diligence file is maintained alongside those records.

5) Gifts, travel, entertainment, and hospitality

Gifts, meals, travel, and entertainment offered to or received from third parties may be permissible if they are: (a) reasonable in amount and frequency in light of legitimate business purposes; (b) provided openly and not in cash or cash-equivalent; (c) consistent with local law and the policies of the recipient's organization; and (d) accurately recorded in the Company's books and records. Gifts, meals, travel, or entertainment to public officials require enhanced scrutiny and, except for items of nominal value consistent with customary courtesy, pre-approval by the Compliance Officer.

The Company will adopt specific thresholds and a pre-approval workflow in an operational appendix, with thresholds that may differ for public officials and private-sector counterparties. Pending publication of those thresholds, pre-approval by the Compliance Officer is required for anything beyond modest, customary business courtesies; all gifts, meals, travel, or entertainment of more than nominal value, and all such items involving public officials, require pre-approval.

6) Books, records, and internal controls

The FCPA accounting provisions (15 U.S.C. § 78m(b)(2)), and the accounting and recordkeeping requirements of the UK Bribery Act, the PCA, and Estonian and EU law, require accurate books and records and a system of internal accounting controls sufficient to provide reasonable assurances regarding the authorization, recording, and reporting of transactions. The Company commits to the following:

(a) all transactions shall be recorded in reasonable detail and accurately reflect the nature, parties, and purpose of the transaction;

(b) no undisclosed or unrecorded fund, asset, or account shall be established or maintained for any purpose;

(c) no false, misleading, or artificial entry shall be made in the books or records;

(d) no payment shall be approved or made with the intention or understanding that any part of it will be used for a purpose other than that described in the supporting documentation;

(e) the Company will maintain authorization controls, segregation of duties, and review procedures consistent with COSO-aligned internal accounting controls; and

(f) following the Company's registration under Section 12 of the Exchange Act, management will be responsible for, and the Audit Committee will oversee, the assessment of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act.

7) Political contributions

Corporate political contributions are prohibited without prior written approval of the board. Where any such contribution is approved, it shall in all cases be lawful in the relevant jurisdiction and shall additionally require the prior written approval of the Compliance Officer and the Audit Committee Chair (or, pending its formation, the board of directors). Personal political activity by directors, officers, and employees, on their own time and with their own resources, is not restricted by this Policy, provided that no person represents that personal views or contributions are made on behalf of the Company.

8) Charitable contributions and sponsorships

Charitable contributions, sponsorships, and similar payments may be used to disguise corrupt payments and are subject to anti-corruption review. Charitable contributions and sponsorships of more than nominal value require pre-approval by the Compliance Officer, including diligence on the recipient, the connection of the recipient to any public official or counterparty with whom the Company has, or seeks, business, and the alignment of the contribution with the Company's stated philanthropic objectives.

9) Mergers, acquisitions, and joint ventures

Anti-corruption diligence is a required component of any acquisition, joint venture, or significant minority investment by any Tanqory entity. Pre-signing diligence will, on a risk-based basis, include review of the target's anti-corruption policies, training, transactional records, third-party engagements, and any known or alleged violations. Where pre-signing diligence is limited, post-signing diligence and an integration remediation plan are required. Successor-liability risk under the FCPA, the UK Bribery Act, and other applicable statutes will be expressly considered in the deal structure and representations and warranties.

10) Training

The Compliance Officer will design and deliver anti-corruption training appropriate to role and risk. Training will include, at a minimum, the topics covered by this Policy, real-world scenarios, escalation paths, and recordkeeping responsibilities. Training will be required of (a) new joiners within 30 days of joining; (b) all employees, on a recurring basis at a frequency determined by management, with additional role-based training for personnel in sales, partnerships, finance, legal, and procurement; (c) directors and officers, on a recurring basis; and (d) high-risk third parties, on engagement and periodically. Completion of training is tracked, and certifications of completion are retained for not less than seven years.

11) Reporting suspected violations

Any Company representative who becomes aware of conduct that violates, or may violate, this Policy or applicable anti-corruption law shall promptly report the matter to the Compliance Officer, to the General Counsel, or through any channel described in the Whistleblower and Anonymous Reporting Policy. Reports may be made anonymously where the channel permits. Retaliation against any person who reports in good faith is prohibited; see the Whistleblower and Anonymous Reporting Policy.

12) Penalties

Violations of anti-corruption law carry significant civil and criminal consequences. Under the FCPA, business entities are subject to criminal fines of up to USD 2,000,000 per anti-bribery violation and up to USD 25,000,000 per accounting-provisions violation, and individuals are subject to criminal fines of up to USD 250,000 (or USD 5,000,000 for accounting-provisions violations) and imprisonment of up to 5 years (or 20 years for accounting-provisions violations), subject to enhancement under the Alternative Fines Act (18 U.S.C. § 3571). Civil penalties, disgorgement, debarment, and monitorships are also available. The UK Bribery Act provides for unlimited fines and imprisonment of up to 10 years. The PCA provides for fines and imprisonment of up to 7 years (or up to 5 years in respect of matters involving public officials, with the higher penalty in respect of certain offenses). Violations of this Policy may, independently of any legal proceeding, result in discipline up to and including termination of employment, removal from office, or termination of a contractual relationship.

13) Compliance Officer

The Board shall designate a Compliance Officer responsible for the administration of this Policy; pending such designation, the function is performed by the senior officer designated by the Company's management (typically the General Counsel or Chief Compliance Officer). The Compliance Officer reports to the Audit Committee (or, pending its formation, the board of directors) on the operation of this Policy and on any material matters arising under it, and has authority to engage external counsel and forensic accountants as needed.

14) Annual certification

Each director, officer, and employee in a sales, partnerships, finance, legal, procurement, or government-facing role, together with any other category of employee designated by the Compliance Officer, shall sign an annual certification, in a form prescribed by the Compliance Officer, acknowledging receipt of this Policy and confirming compliance during the preceding period.

15) Adoption, amendment, and review

This Policy is adopted as a pre-listing governance baseline. The Audit Committee will review this Policy not less than annually and may recommend amendments to the Board. Operational thresholds, training cadence, and the appointment of the Compliance Officer will be specified in operational appendices.