Conflict of Interest Policy

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) Principles and scope

Applies to all employees, executives, directors, temporary staff, contractors, and partners acting for Tanqory. Prevents personal/related-party interests from compromising neutrality, transparency, or trust. Covers financial/family/outside employment relationships, gifts/entertainment/other benefits, investments, and use of inside information. Where local law is stricter, that standard prevails. Managers must encourage disclosure and fair handling without retaliation. Read with the Code of Business Conduct, Anti-Corruption Policy, Insider Trading Policy, Procurement Policy, and HR Policies. Disclose actual/potential conflicts immediately and recuse from related decisions until guidance/approval. HR/Legal can advise on complex cases. Failure to disclose/manage conflicts may lead to discipline up to termination. Policy updates are communicated via durable medium (email/intranet). Follow the Anti-Corruption Policy (FCPA/UKBA/local law); if local gift/entertainment caps are lower, apply the stricter cap. Reconfirm conflict disclosures at least annually and update promptly when circumstances change.

2) Definitions and examples

A conflict of interest is when personal or related-party interests could influence business decisions. Related parties include spouse/partner, children, parents, siblings, close relatives, or financially dependent persons. Examples: holding shares/serving as director/advisor to a competitor/customer/vendor; transacting with a relative’s company; accepting high-value gifts from vendors; outside jobs or businesses using company time/resources or competing with Tanqory; personal relationships with candidates/subordinates that affect hiring/promotion; using inside information for personal trades or tipping others; selecting vendors/partners with personal ties without transparent process; incentives that conflict with long-term company/customer interests; decisions pressured by inappropriate gifts/entertainment/travel. If unsure, report and seek guidance before acting.

3) Disclosure, approval, and mitigation

Report actual/potential conflicts immediately via internal form/email to your manager and legal@tanqory.com (or speakup@tanqory.com if you cannot report through line management). Disclose relationship/interest nature, value/scope, duration, your role, and potential impacts. While under review, recuse from related decisions/approvals/negotiations. Manager/Legal/HR will assess and set mitigations (e.g., change approver, add reviewer, or prohibit transaction). Record decisions and mitigations for audit/monitoring. Review conflicts periodically; if circumstances change, re-disclose. For related-party transactions/executives/directors, escalate to the audit committee/board per board policy. Waivers require written approval by an uninvolved authority. Good-faith disclosers are protected from retaliation under the whistleblowing policy. Failure to disclose or intentional concealment may lead to discipline, including termination or reporting to regulators.

4) Gifts, entertainment, and other benefits

Keep value low, reasonable, transparent, and free of improper obligation. Guideline cap: gifts/entertainment not over USD 100 per instance with reasonable spacing; above this, decline or seek approval and record. Cash/cash equivalents (gift cards/vouchers/crypto), excessive luxury items, or unnecessary travel/lodging are prohibited. No gifts/entertainment during bids/contract negotiations/renewals unless formally approved. Business expenses must have clear purpose, supporting documents, and be recorded per finance/tax policy. Disclose gifts/entertainment above the cap in the designated system and obtain prior approval for higher-risk cases. Respect partner/customer policies; if stricter, follow the stricter cap. Leaders/sales/procurement should exercise heightened caution due to perceived influence. If unsure, decline or consult Legal/Compliance before giving/receiving. Breaches are policy violations and may be disciplined.

5) Outside employment/business, investments, and other roles

Notify and obtain approval before side jobs, consulting, or board/advisory roles elsewhere. Do not run competing businesses or use company resources for personal ventures without authorization. Material personal investments in competitors/vendors/customers must be disclosed and may be restricted to avoid conflicts or insider trading. Do not use work time/assets/information for unapproved outside activities. Nonprofit/professional roles must not impair work time or create perceived conflicts. Avoid board/advisory roles with entities doing business with Tanqory unless approved with mitigations. If spouse/family has related business, disclose and avoid participating in related decisions. Follow the insider trading policy if inside information could affect personal investments. Use Tanqory name/brand externally only with Communications/Legal approval. Non-compliance may result in role limits or discipline.

6) Procurement and related-party transactions

Procurement/vendor selection must be competitive, transparent, documented, and auditable. Disclose personal relationships/holdings/interests in vendors/partners before serving on selection committees or approving contracts. Related-party transactions must follow law/board policy, including audit committee/board approvals per thresholds. Specific procedures for the identification, review, and approval of transactions between Tanqory and related parties are governed by the Related Party Transactions Policy at governance/related-party-transactions-policy.md. Do not share bid/internal information with related vendors to confer unfair advantage. If business with related vendors/partners/customers is necessary, implement Chinese walls/change approvers/add reviews to mitigate risk. Document rationale and mitigations in the required system.

7) Use of inside information

Do not use or disclose inside information for personal/related-party gain, including trading securities/crypto or tipping others. Follow the Insider Trading Policy and blackout/pre-clearance rules (if applicable). Violations may breach securities laws and carry civil/criminal penalties.

8) Protection for reporters and anti-retaliation

Good-faith reporters are protected from retaliation under the whistleblowing policy. Report retaliation promptly to speakup@tanqory.com or whistleblowing channels; it will be investigated and addressed. Retaliation is a serious violation and may result in discipline.

9) Training and attestations

Employees must complete training/refreshers on this policy at least annually. Managers/leaders are responsible for reinforcing the policy and encouraging transparent disclosure. Annual certifications of understanding/conflict status may be required or upon status changes.

10) Enforcement and penalties

Non-disclosure, intentional concealment, or breaching mitigations may lead to discipline up to termination. If laws are breached (e.g., bribery, misuse of inside information), regulators may be notified and penalties may apply. For directors/executives, violations may be escalated to the board/audit committee and handled per law/bylaws.

11) Governance and review

Policy owners: Legal/Compliance with HR. Reviewed at least annually or when laws/business change. Updates communicated via durable medium (email/intranet) and version history retained.