Code of Ethics for Senior Financial Officers

Status: Pre-listing governance baseline; intended to take full effect upon Tanqory's initial public offering or earlier voluntary Board adoption.

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 Code of Ethics for Senior Financial Officers (this "Code") of TANQORY PTE. LTD. (the "Company"), together with its wholly-owned subsidiaries Tanqory OÜ (Estonia) and Tanqory Inc. (Delaware) (collectively, the "Tanqory Group"), establishes specific ethical standards governing the conduct of the Company's senior financial officers in the performance of their professional responsibilities.

This Code is intended to satisfy the requirements applicable to a "code of ethics" as defined in (a) Section 406 of the Sarbanes-Oxley Act of 2002 ("SOX"); (b) Item 406 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the "SEC"); and (c) Nasdaq Listing Rule 5610. This Code is designed to deter wrongdoing and to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents filed with or submitted to the SEC and in other public communications; (iii) compliance with applicable governmental laws, rules, and regulations; (iv) prompt internal reporting of violations of this Code; and (v) accountability for adherence to this Code.

This Code supplements, and does not replace, the Company's general Code of Business Conduct, which applies to all directors, officers, and employees of the Tanqory Group.

2) Persons covered

2.1 This Code applies to each of the following officers of the Company and, as applicable, of each member of the Tanqory Group (collectively, "Covered Officers"):

(a) the Chief Executive Officer (the "CEO"); (b) the Chief Financial Officer (the "CFO"); (c) the Principal Accounting Officer or Controller; and (d) any other person performing similar functions, including any other officer of the Company designated by the Board of Directors of the Company (the "Board") as a "Covered Officer" for purposes of this Code.

2.2 The Covered Officers are the individuals from time to time holding the positions of CEO, CFO, and Principal Accounting Officer or Controller, together with any other officer the Board designates as a Covered Officer. The Company maintains, and updates as appropriate, a current list of the persons holding these positions.

2.3 Covered Officers are expected to abide not only by the letter but also by the spirit of this Code, and to ensure that personnel under their supervision act consistently herewith.

3) Honest and ethical conduct

3.1 Each Covered Officer shall act with honesty and integrity in the performance of all professional responsibilities, avoiding actual or apparent conflicts of interest between personal and professional relationships.

3.2 Each Covered Officer shall act in good faith, responsibly, with due care, competence, and diligence, without misrepresenting material facts and without allowing personal judgment to be subordinated.

3.3 Each Covered Officer shall respect the confidentiality of information acquired in the course of his or her work, except when authorized or otherwise legally obligated to disclose such information, and shall not use confidential information acquired in the course of his or her work for personal advantage.

3.4 Each Covered Officer shall proactively promote ethical behavior among peers and subordinates in the work environment and the community.

4) Conflicts of interest

4.1 A "conflict of interest" exists when a Covered Officer's private interest interferes, or appears to interfere, in any way with the interests of the Tanqory Group as a whole, including when a Covered Officer or a member of his or her family receives improper personal benefits as a result of his or her position with the Tanqory Group.

4.2 Each Covered Officer shall avoid actual conflicts of interest, and the appearance of conflicts of interest, between the Covered Officer's personal interests and the interests of the Tanqory Group, including in dealings with suppliers, customers, vendors, business partners, competitors, governments, and other third parties.

4.3 Any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest shall be disclosed promptly to the Chair of the Audit Committee, or, in the case of the CEO, to the Chair of the Board.

4.4 This Section 4 is intended to be read together with, and not in derogation of, the Company's separate Conflict of Interest Policy, which governs conflicts of interest involving all directors, officers, and employees of the Tanqory Group.

5) Full, fair, accurate, timely, and understandable disclosure

5.1 Each Covered Officer shall, to the extent appropriate within his or her area of responsibility, take all reasonable steps to ensure full, fair, accurate, timely, and understandable disclosure in (a) reports and documents that the Company files with, or submits to, the SEC, and (b) other public communications made by the Company, including earnings releases, investor presentations, and conference call scripts.

5.2 Each Covered Officer shall:

(a) familiarize himself or herself with the disclosure requirements applicable to the Company, as well as the business and financial operations of the Tanqory Group;

(b) not knowingly misrepresent, or cause others to misrepresent, facts about the Tanqory Group to others, whether within or outside the Tanqory Group, including to the Company's independent auditors, governmental regulators, and self-regulatory organizations;

(c) properly review and critically analyze proposed disclosure for accuracy and completeness; and

(d) cooperate with, and support, the Company's Disclosure Committee and the disclosure controls and procedures established under the Company's Disclosure Controls and Procedures Policy.

5.3 Each Covered Officer shall promote, and is responsible for, the establishment and maintenance of internal control over financial reporting and disclosure controls and procedures sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable accounting standards.

6) Compliance with applicable governmental laws, rules, and regulations

6.1 Each Covered Officer shall comply with applicable governmental laws, rules, and regulations, including (a) the federal securities laws of the United States and the rules and regulations of the SEC promulgated thereunder; (b) the listing rules of any securities exchange on which the Company's securities are listed; (c) the Companies Act 1967 of Singapore and other applicable Singapore laws; (d) applicable laws of Estonia and other jurisdictions in which the Tanqory Group operates; and (e) applicable U.S. state laws, including the General Corporation Law of the State of Delaware.

6.2 Each Covered Officer shall promote, and is responsible for, a culture of compliance within his or her area of responsibility.

7) Internal reporting of violations

7.1 Each Covered Officer shall promptly report any actual or suspected violation of this Code by any Covered Officer to (a) the Chair of the Audit Committee; or (b) such other person or persons as the Board may designate from time to time for such purpose.

7.2 Reports may be made confidentially and, where permitted by law, anonymously through the channels established under the Company's separate Whistleblower Policy. Each Covered Officer shall cooperate in any internal investigation of misconduct.

7.3 The Tanqory Group prohibits retaliation against any person who in good faith reports an actual or suspected violation of this Code, makes a report under the Whistleblower Policy, or participates in an investigation.

8) Accountability for adherence

8.1 Covered Officers are accountable for adherence to this Code. Failure to observe the terms of this Code may result in disciplinary action, up to and including termination of employment or removal from office, and may also expose the Covered Officer to civil or criminal liability under applicable law.

8.2 The Audit Committee shall be responsible for applying this Code to specific situations in which questions arise and shall have the authority to interpret this Code in any particular situation, except where the Board of Directors retains such authority pursuant to applicable law or listing standards.

8.3 Any matter that the Audit Committee or the Board determines to be a violation of this Code shall be subject to such disciplinary action as the Audit Committee or the Board deems appropriate, which may include written notice to the individual involved, censure, demotion, reassignment, suspension with or without pay or benefits, termination, restitution, and referral to civil or criminal authorities.

9) Waivers

9.1 Any request for a waiver of any provision of this Code with respect to a Covered Officer must be in writing and addressed to the Chair of the Audit Committee. Any waiver of this Code for a Covered Officer (including an implicit waiver) may be made only by the Board, or a committee of the Board to which such authority has been delegated, and shall be promptly disclosed as required by applicable law, rules, and regulations.

9.2 Upon the listing of the Company's securities, the Company shall disclose any amendment to, or waiver of, a provision of this Code with respect to a Covered Officer within four (4) business days following the date of the amendment or waiver, in accordance with Item 5.05 of Form 8-K and Item 406(d) of Regulation S-K, by filing or furnishing such disclosure on Form 8-K, by posting on the Company's website (if the Company has disclosed its intention to use the website for such purpose), or by such other means as may be permitted by SEC rules.

10) Annual certification

10.1 Each Covered Officer shall annually certify in writing that he or she (a) has received a copy of this Code; (b) has read and understood this Code; (c) has complied with the terms of this Code during the period covered by the certification; and (d) is not aware of any violation of this Code that has not been reported to the Chair of the Audit Committee or other designated person.

10.2 Certifications shall be retained in accordance with the Company's records retention policy and shall be available for review by the Audit Committee, the independent auditors, and applicable regulators.

The Company is establishing the schedule and form of the annual certification process, which will be administered by the senior officer designated by management, as part of its pre-listing readiness.

11) Public availability

Upon the listing of the Company's securities, this Code shall be made publicly available in the manner required by Item 406(c) of Regulation S-K and Nasdaq Listing Rule 5610, including, at the Company's election, by filing this Code as an exhibit to its annual report, by posting this Code on the Company's website, or by undertaking to provide a copy of this Code to any person without charge upon request.

12) Relationship to other policies

This Code is in addition to, and not in lieu of, the Company's general Code of Business Conduct, Conflict of Interest Policy, Whistleblower Policy, Insider Trading Policy, Disclosure Controls and Procedures Policy, and any other applicable Company policy. In the event of any conflict between this Code and any of the foregoing policies as applied to a Covered Officer, the more stringent provision shall control.

13) Amendments

Amendments to this Code may be adopted only by the Board. Material amendments shall be disclosed in accordance with Section 9 of this Code and applicable SEC and Nasdaq rules upon the listing of the Company's securities.

14) Adoption note and effectiveness

This Code is adopted by the Board as a pre-listing governance baseline. Provisions referencing obligations applicable only to listed issuers (including, without limitation, Section 406 of SOX, Item 406 of Regulation S-K, Item 5.05 of Form 8-K, and Nasdaq Listing Rule 5610) shall take full effect upon the listing of the Company's securities on a national securities exchange in the United States, or upon such earlier date of voluntary adoption as the Board may determine. This Code shall be reviewed by the Audit Committee, and any amendments approved by the Board, as necessary to reflect the Company's actual organizational structure and applicable jurisdictional requirements following any such listing.