Board Charter

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) Board role and objectives

Sets vision, strategy, and oversight to create sustainable value for shareholders and stakeholders. Oversees financial reporting integrity, adequacy of internal controls, risk management, and compliance. Sets culture, ethics, transparency, anti-corruption, and data protection/cybersecurity tone. Appoints, evaluates, supports, and oversees CEO/senior management; sets goals and monitors performance. Approves strategy, budgets, investments, M&A, and material policies. Oversees business continuity/disaster recovery and tracks major incidents to mitigate risk. Protects shareholder rights and ensures complete, timely, fair disclosure. Promotes appropriate stakeholder engagement (customers, employees, partners, regulators). Establishes board committees (audit/nomination & remuneration/risk) with clear charters and scopes. Defines reserved matters/authority matrix (e.g., M&A/capex/borrowing/long-term contracts/RPT thresholds) and delegation to management/committees per SG Code Guideline 1.6. Reviews this Charter at least annually or when laws/structure change to stay current with global standards.

2) Composition, independence, and appointments

Board size fit for the business with diverse skills, experience, gender, nationality, and perspectives. Majority independent per law and global norms; chair should not be CEO unless clearly justified. If chair is not independent or doubles as CEO, appoint a Lead Independent Director (LID) to balance and serve as shareholder channel (SG Code Provision 2.3). All directors financially literate; at least one with advanced finance/accounting expertise. Transparent nominations via nomination committee (if any) and conflict-of-interest checks. Director appointments/removals approved by shareholders per law/bylaws. Directors must declare conflicts promptly and abstain from related votes. Terms per bylaws with rotation/renewal based on evaluation. New directors receive induction on business, risks, governance, and key policies. Maintain director profiles (skills, experience, training) for succession and continuity planning. External advisors may be engaged for expertise at the company’s reasonable expense.

3) Director duties and conduct

Attend board/committee meetings regularly, review materials in advance, and contribute constructively. Comply with law, bylaws, Code of Conduct, and internal policies (including AUP, Privacy/Security). Keep company information confidential; no use of inside information for personal/third-party gain (insider trading). Follow securities trading/blackout/pre-clearance rules and disclosure/approval requirements. Disclose and manage conflicts transparently, including related-party transactions. Maintain and update knowledge in law, accounting, finance, technology, risk, and ESG. Support risk management and internal control by probing/challenging management appropriately. Respect oversight role; do not intervene in day-to-day operations unless specifically delegated. Maintain open relations with external auditors/audit committee to support transparency. Promote speak-up culture and protect whistleblowers from retaliation.

4) Meetings and processes

Meet at least quarterly [intended cadence, pending establishment of a documented meeting history] and as needed (financials, M&A, high-risk events). Clear agendas, timely materials, and action owners/deadlines. Quorum > 50%; majority vote unless higher threshold by law/bylaws. Chair/secretary tracks action closures and reports status at next meeting. Hold in-camera (independent directors) sessions at least annually and sessions with auditors/IA without management. Aim for at least two independent-director sessions/year and 1–2 sessions with external auditors without management. Electronic meetings allowed if identity/security ensured. Minutes must reflect discussions, resolutions, and differing views appropriately. Summaries/key resolutions reported to stakeholders per law/disclosure policy. Standard agenda: strategy/performance, financials/ICFR, risk/ERM/cyber/privacy, ESG (if applicable), people/succession, ethics/whistleblowing, committee reports. Retain meeting records per Retention Policy and law.

5) Strategy, risk, and internal control

Approve strategic direction and key metrics (KPIs/OKRs); monitor against targets. Review and approve risk appetite statement and ERM covering financial, operational, technology, cyber/privacy, regulatory, reputation, ESG. Oversee adequacy of ICFR and internal controls with reporting from audit committee/management. Track remediation of significant deficiencies/material weaknesses with timelines and closure attestations. Oversee key policies: data/cyber security, business continuity/DR, third-party/vendor management, sanctions/export compliance. Monitor major incidents (security/data breaches, fraud) and request impact/remediation reports. Support investment in risk/control tools/resources appropriate to growth. Consider risk/compliance impacts in all investments/M&A/new products. Evaluate risk reporting effectiveness (frequency, completeness, timeliness) and request improvements. Set “tone from the top” aligned with desired risk culture.

6) Nominations, remuneration, and succession

Set transparent processes for director/senior leader selection using nomination/remuneration committee (if any). Establish fair compensation structures linked to short/long-term performance and not encouraging excessive risk. Avoid incentives that conflict with risk/compliance/ethics. Maintain succession plans for CEO/key executives and emergency plans for sudden vacancies. Review director/executive performance annually and link to renewal/compensation. Uphold diversity/non-discrimination in hiring/promotion. Set shareholding/lock-up policies (if any) aligned with long-term shareholder interests. Oversee evaluation and training policies for directors/executives (leadership development). Disclose remuneration policy as required by law/investor expectations (if securities rules apply). Track senior talent engagement/retention factors.

7) Ethics, sustainability, and stakeholders

Support and oversee adherence to Code of Conduct, Anti-Corruption/AML, Human Rights, Data Privacy/Security, and AUP. Establish/oversee safe whistleblowing channels with investigation/reporting to the board; prohibit retaliation. Consider relevant ESG/sustainability matters (energy/carbon/human rights/supply chain) and required disclosures. Monitor relationships with customers/partners/regulators and material complaints. Approve/oversee privacy, AI/algorithm use policies, and fairness/transparency principles. Monitor consumer protection measures, transparent communications, and systematic complaint handling. Encourage CSR/sustainability initiatives aligned with strategy/resources. Review reputational impacts and mitigations for media/social incidents. Set shareholder/investor engagement approach, including AGMs and fair disclosure. Track KPIs/metrics related to ethics/ESG and monitor results.

8) Evaluation, disclosure, and charter review

Board/committees perform annual [intended cadence, pending establishment of a documented meeting history] effectiveness evaluations (self/peer/external as appropriate) with improvement plans. Review this Charter at least annually to stay current with governance standards and laws/regulations. Transparently report board/committee activities in annual report/shareholder materials as required. Disclose board structure, independence, skills, attendance, and summarized evaluation outcomes in annual report; confirm director independence (SG Code Provisions 2.4, 5.2). Retain minutes/resolutions/supporting documents per Retention Policy and law. Track closure of actions from evaluations/auditors/audit committee. Assign owners/deadlines for recommendations and monitor follow-through. Assess adequacy of board resources (budget/secretariat/advisors) and adjust to business risk. Notify relevant stakeholders of material Charter changes via durable medium.

9) Updates and notices

Material changes to this Charter will be posted at https://legal.tanqory.com with effective date/version and, where appropriate, notified via email/dashboard or board packs before taking effect. The latest dated version controls; mandatory legal/listing obligations will be followed.

Committees of the Board

The Board has established the following standing committees, each operating under a Board-approved charter:

• Audit Committee — see the Audit Committee Charter at governance/audit-committee-charter.md.
• Compensation Committee — see the Compensation Committee Charter at governance/compensation-committee-charter.md.
• Nominating and Corporate Governance Committee — see the Nominating and Corporate Governance Committee Charter at governance/nominating-committee-charter.md.

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