Disclosure Controls and Procedures Policy

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 Disclosure Controls and Procedures Policy (this "Policy") of TANQORY PTE. LTD. (the "Company"), together with its wholly-owned subsidiaries Tanqory OÜ (Estonia) and Tanqory Inc. (Delaware) (collectively, the "Tanqory Group"), establishes the framework, controls, and procedures designed to ensure that information required to be disclosed by the Company under the U.S. federal securities laws is (a) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission (the "SEC"); and (b) accumulated and communicated to management, including the principal executive officer ("CEO") and principal financial officer ("CFO"), as appropriate to allow timely decisions regarding required disclosure.

This Policy is intended to satisfy the requirements applicable to disclosure controls and procedures of an issuer with securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including (a) the definition of "disclosure controls and procedures" set forth in Exchange Act Rules 13a-15(e) and 15d-15(e); (b) Sections 302, 404, and 906 of the Sarbanes-Oxley Act of 2002 ("SOX"); and (c) related rules and forms of the SEC. This Policy does not by itself constitute a representation that the Company is presently subject to such requirements.

2) Scope

2.1 This Policy applies to the Company and all of its subsidiaries, including, as of the effective date hereof, Tanqory OÜ and Tanqory Inc., and to all directors, officers, and employees of the Tanqory Group, as well as to consultants and contractors who participate in the preparation of, or whose work product is included in, any disclosure made by the Company.

2.2 This Policy applies to all reports and disclosures filed or furnished by the Company with the SEC, including, upon listing or registration, periodic reports (Forms 10-K, 10-Q, 8-K, 20-F, or 6-K, as applicable), proxy statements, registration statements, and any other public disclosure documents, as well as to earnings releases, investor presentations, conference call scripts, and other public communications concerning the Company's business, financial condition, or results of operations.

2.3 The substantive obligations described in this Policy take effect upon the registration of the Company's securities with the SEC or the listing of the Company's securities on a national securities exchange, whichever occurs first, or upon such earlier date as the Board of Directors of the Company (the "Board") may determine.

3) Disclosure Committee

3.1 Establishment. The Board hereby authorizes the establishment of a Disclosure Committee (the "Disclosure Committee") with responsibility for assisting the CEO and CFO in fulfilling their respective responsibilities for oversight of the accuracy and timeliness of the Company's disclosures.

3.2 Composition. The Disclosure Committee shall consist of members of senior management with knowledge of the Company's operations, financial reporting, legal compliance, and risk profile, and shall be constituted by management to include representation from finance, legal, investor relations, internal audit, information security, and the operating segments at TANQORY PTE. LTD., Tanqory OÜ, and Tanqory Inc. The specific members are designated by the CEO and CFO and will be confirmed as part of the Company's pre-listing readiness.

3.3 Chair. The CFO, or such other officer as the CEO may designate, shall serve as Chair of the Disclosure Committee.

3.4 Duties. The Disclosure Committee shall (a) design and maintain procedures to identify information that may need to be disclosed; (b) review draft disclosure documents prior to filing or release; (c) assess the materiality of information; (d) confirm that responsible officers and employees have provided required sub-certifications; (e) consider whether any deficiency in disclosure controls and procedures has been identified; and (f) report to the CEO, CFO, the Audit Committee, and the Board as appropriate.

3.5 Meetings. The Disclosure Committee shall meet in connection with the preparation of each periodic report and otherwise as necessary, including upon the occurrence of any event that may give rise to a current report or material disclosure obligation. The Disclosure Committee shall maintain written records of its meetings sufficient to evidence the performance of its duties.

4) Materiality assessment

4.1 Standard. Information is "material" for purposes of this Policy if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, sell, or hold the Company's securities, or if it would significantly alter the total mix of information available, consistent with the standard articulated in TSC Industries, Inc. v. Northway, Inc. and Basic Inc. v. Levinson.

4.2 Process. The Disclosure Committee shall consider both quantitative and qualitative factors in assessing materiality, including factors enumerated in SEC Staff Accounting Bulletin No. 99 (SAB 99). The Disclosure Committee shall document the basis for material determinations, including determinations not to disclose information or to defer disclosure.

4.3 Categories of potentially material events. Without limiting the scope of materiality assessments, the Disclosure Committee shall consider events potentially requiring disclosure, including (a) significant transactions or business combinations; (b) changes in management or directors; (c) financial results, restatements, or material accounting changes; (d) cybersecurity incidents (cross-reference the Company's Cybersecurity Incident Disclosure Policy); (e) regulatory inquiries, investigations, or material legal proceedings; (f) material customer, supplier, or vendor matters; (g) material changes in operations or business strategy; (h) changes in independent auditors; and (i) any other event reasonably likely to be material.

5) CEO and CFO certifications

5.1 SOX § 302 certifications. In connection with each periodic report required to be filed under Section 13(a) or 15(d) of the Exchange Act, the CEO and CFO shall execute the certifications required by Section 302 of SOX and Item 601(b)(31) of Regulation S-K, including certifications that (a) they have reviewed the report; (b) based on their knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading; (c) based on their knowledge, the financial statements and other financial information included in the report fairly present in all material respects the financial condition, results of operations, and cash flows of the Company; (d) they are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting and have evaluated their effectiveness; and (e) they have disclosed to the Audit Committee and the Company's independent auditors all significant deficiencies, material weaknesses, and any fraud, whether or not material, involving management or other employees who have a significant role in internal control over financial reporting.

5.2 SOX § 906 certifications. In connection with each periodic report containing financial statements, the CEO and CFO shall execute the certification required by Section 906 of SOX, certifying that the report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and that the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

5.3 Process. The CEO and CFO shall execute certifications only after (a) review by the Disclosure Committee; (b) receipt of supporting sub-certifications described in Section 6; (c) review by the Audit Committee, as applicable; and (d) such inquiries as the CEO and CFO deem appropriate.

6) Sub-certifications cascade

6.1 Cascade. The Company shall implement a sub-certification process pursuant to which designated members of management at the Company and each material subsidiary, including Tanqory OÜ and Tanqory Inc., shall provide written certifications to the CEO and CFO regarding matters within their areas of responsibility.

6.2 Subject matter. Sub-certifications shall address, as applicable to each subcertifier's role: (a) the completeness and accuracy of information provided for inclusion in the report; (b) compliance with applicable laws and Company policies; (c) the identification of any significant deficiencies or material weaknesses in disclosure controls or internal control over financial reporting; (d) the identification of any actual or suspected fraud involving management or employees with significant control roles; (e) the disclosure of material litigation, regulatory matters, or compliance issues; and (f) the identification of related-party transactions.

6.3 Documentation. All sub-certifications shall be maintained in accordance with the Company's records retention policy and shall be available for review by the Audit Committee (or, pending its formation, the board of directors), the independent auditors, and applicable regulators. The Disclosure Committee maintains, and updates as appropriate, the list of designated sub-certifiers across the Tanqory Group.

7) Evaluation and testing

7.1 Evaluation by management — Rule 13a-15(b)/15d-15(b). The CEO and CFO, with the assistance of the Disclosure Committee, shall evaluate the effectiveness of the Company's disclosure controls and procedures as of the end of each fiscal period covered by a periodic report.

7.2 Internal control over financial reporting — SOX § 404. Management shall establish and maintain an adequate system of internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Once the Company is required to comply with Section 404(a) of SOX, management shall annually assess the effectiveness of internal control over financial reporting and shall include in the relevant annual report management's report on internal control over financial reporting. If and when the Company ceases to be an emerging growth company or a non-accelerated filer (as applicable), the Company's independent auditor shall attest to and report on the effectiveness of internal control over financial reporting pursuant to Section 404(b) of SOX.

7.3 Testing. The Company shall implement testing of key controls underlying its disclosure controls and procedures and internal control over financial reporting, with results reviewed by the Disclosure Committee, internal audit (if established), the Audit Committee, and the independent auditors as appropriate.

7.4 Inherent limitations. The Company acknowledges that any system of disclosure controls and procedures and internal control over financial reporting, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

8) Reporting deficiencies

8.1 Categories. Consistent with PCAOB Auditing Standard 2201 and Item 308 of Regulation S-K, the Company shall categorize deficiencies as (a) a "control deficiency" (a deficiency in the design or operation of a control); (b) a "significant deficiency" (a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness yet important enough to merit attention by those responsible for oversight of financial reporting); or (c) a "material weakness" (a deficiency, or combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis).

8.2 Escalation. Any actual or suspected significant deficiency or material weakness, and any fraud involving management or employees with a significant control role, shall be promptly escalated to the CFO, CEO, Audit Committee Chair, and General Counsel.

8.3 Disclosure. Material weaknesses identified at the end of a fiscal period covered by an annual report shall be disclosed in the Company's annual report and shall preclude a conclusion that internal control over financial reporting is effective. Significant deficiencies and material weaknesses shall be communicated to the Audit Committee and the independent auditors.

9) Cross-references

9.1 Cybersecurity Incident Disclosure Policy. Cybersecurity incidents shall be assessed by the Disclosure Committee under both this Policy and the Company's separate Cybersecurity Incident Disclosure Policy, which sets forth procedures for the timely assessment and, where required, the disclosure of material cybersecurity incidents pursuant to Item 1.05 of Form 8-K and Item 106 of Regulation S-K. The Company is adopting the Cybersecurity Incident Disclosure Policy as part of its pre-listing readiness.

9.2 Regulation FD Policy. The Company's separate Regulation FD Policy governs selective disclosure of material non-public information to securities market professionals and stockholders, and shall be applied in conjunction with this Policy. The Company is adopting the Regulation FD Policy as part of its pre-listing readiness.

9.3 Insider Trading Policy. The Company's Insider Trading Policy applies to all directors, officers, and employees with access to material non-public information and shall be applied in conjunction with this Policy.

10) Document retention and recordkeeping

The Company shall maintain documentation evidencing the operation of its disclosure controls and procedures, including Disclosure Committee minutes, materiality assessments, sub-certifications, deficiency logs, and remediation records, in accordance with the Company's records retention policy and applicable law, including Section 802 of SOX.

11) Training

The Company shall provide periodic training to directors, officers, employees, and other personnel who participate in the preparation of disclosures or whose responsibilities relate to disclosure controls and procedures.

12) Adoption note and effectiveness

This Policy is adopted by the Board as a pre-listing governance baseline. The substantive obligations herein are intended to take effect upon the registration of the Company's securities with the SEC or the listing of the Company's securities on a national securities exchange in the United States, whichever occurs first, or upon such earlier date of voluntary adoption as the Board may determine. References herein to Exchange Act Rules 13a-15(e), 15d-15(e), 13a-15(f), and 15d-15(f), and to Sections 302, 404, and 906 of SOX, operate prospectively conditioned upon the foregoing.

This Policy 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 or registration.