Insider Trading 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 establishes the standards, prohibitions, and procedures that govern transactions in Tanqory securities and the handling of material non-public information ("MNPI") by Covered Persons. The Policy is designed to: (a) prevent insider trading and the improper communication of MNPI; (b) protect the reputation and integrity of TANQORY PTE. LTD. and its affiliated entities Tanqory OÜ and Tanqory Inc. (collectively, the "Company"); and (c) prepare the Company to satisfy obligations applicable to a registrant under the United States Securities Exchange Act of 1934 (the "Exchange Act"), the rules of the U.S. Securities and Exchange Commission ("SEC"), and the listing standards of The Nasdaq Stock Market LLC ("Nasdaq").

The Policy reflects, without limitation, the antifraud provisions of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; Rule 10b5-1 (including the amendments adopted by the SEC in December 2022 and effective in 2023) governing affirmative defenses for pre-arranged trading plans; Rule 10b5-2 governing duties of trust or confidence in misappropriation cases; Item 408(b) of Regulation S-K requiring disclosure of insider trading policies and procedures; and Nasdaq Listing Rule 5250(b)(1) regarding the public disclosure of material information.

The Company is not currently a reporting issuer under the Exchange Act and its securities are not listed on any national securities exchange. This Policy is a pre-listing baseline. Trading-window mechanics, pre-clearance workflows, and Section 16 reporting obligations will activate or be modified, as applicable, upon the registration of any class of the Company's equity securities under Section 12 of the Exchange Act or the listing of any of the Company's securities on Nasdaq or another national securities exchange.

2) Persons covered

This Policy applies to ("Covered Persons"):

(a) all directors of TANQORY PTE. LTD., Tanqory OÜ, and Tanqory Inc.;

(b) all officers (including, without limitation, the President, Chief Executive Officer, Chief Financial Officer, principal accounting officer, controller, and any person performing a comparable function);

(c) all employees of the Company and of any wholly-owned subsidiary, on a full-time, part-time, or temporary basis;

(d) consultants, contractors, advisers, and other service providers who, in the course of their engagement, receive or may reasonably be expected to receive MNPI concerning the Company, in each case subject to written confidentiality undertakings;

(e) members of the immediate family of any person listed in (a)–(d) who share the same household, and any other family member whose transactions in Company securities are directed by, or subject to the influence or control of, such person; and

(f) any corporation, partnership, trust, estate, or other entity whose securities transactions are directed or controlled by any person listed in (a)–(e), or in which any such person has a pecuniary interest of a kind that gives rise to beneficial ownership for purposes of Rule 16a-1 under the Exchange Act.

Covered Persons remain subject to this Policy for so long as they possess MNPI, and for the duration of any blackout period in effect at the time their relationship with the Company terminates.

3) Material non-public information

Information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, sell, or hold a security, or if it would be viewed by a reasonable investor as significantly altering the total mix of available information. Materiality is assessed in light of all relevant facts and circumstances and is not reduced to a quantitative test.

Information is "non-public" until it has been disseminated in a manner reasonably designed to provide broad, non-exclusionary distribution to the investing public (for example, by means of a press release distributed over a recognized wire service, an SEC filing on EDGAR, or another method consistent with Regulation FD where applicable) and sufficient time has elapsed for the market to absorb it. As a working standard, information will be treated as non-public until the opening of regular trading on the second full trading day after public dissemination.

Examples of information that may be material include, without limitation: actual or projected financial results; changes in earnings guidance; significant changes in revenue, bookings, or pipeline; mergers, acquisitions, divestitures, joint ventures, or strategic transactions; changes in senior management or the Board; significant cybersecurity incidents or data breaches; significant legal, regulatory, or governmental proceedings; significant new or lost customers, partners, or contracts; changes in auditor or restatements of financial statements; and equity or debt financings.

4) Prohibited transactions and conduct

While in possession of MNPI concerning the Company, no Covered Person shall:

(a) purchase, sell, gift, or otherwise transfer any security of the Company, whether directly or indirectly through any other person or entity;

(b) recommend or suggest that any other person engage in any transaction in the securities of the Company ("tipping");

(c) disclose MNPI to any person inside or outside the Company except where such disclosure is required for the performance of duties to the Company and is consistent with the Company's confidentiality undertakings; or

(d) engage in any transaction in the securities of another publicly traded company while in possession of MNPI concerning that company that was obtained in the course of duties to Tanqory.

In addition, irrespective of the possession of MNPI, no Covered Person shall:

(e) engage in short sales of Company securities (Section 16(c) of the Exchange Act prohibits short sales by Section 16 insiders, and the Company extends this prohibition to all Covered Persons);

(f) buy or sell puts, calls, or other derivative securities relating to Company securities, or otherwise engage in transactions designed to hedge or offset any decrease in the market value of Company securities;

(g) hold Company securities in a margin account or pledge Company securities as collateral for a loan, except with the prior written approval of the Compliance Officer for transactions that do not present a foreseeable risk of margin-call-driven sales during a blackout period; or

(h) engage in any transaction that would be required to be disclosed as a hedging or pledging transaction under Item 407(i) of Regulation S-K following the Company's registration of a class of equity securities under the Exchange Act.

5) Pre-clearance procedure

The Board shall designate a Compliance Officer responsible for administering 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 Financial Officer). The Compliance Officer may designate a deputy to act in the Compliance Officer's absence.

Beginning on the date this Policy is adopted, the following persons must obtain pre-clearance from the Compliance Officer before engaging in any transaction in Company securities: (i) all directors of any Tanqory entity; (ii) all executive officers; (iii) any employee in the finance, legal, accounting, or investor-relations functions; and (iv) such other persons as the Compliance Officer designates from time to time on the basis of their access to MNPI ("Pre-clearance Persons").

A pre-clearance request must be submitted in writing (including by email) not less than two business days before the proposed transaction date and must describe the proposed transaction in reasonable detail. Pre-clearance, if granted, is valid for five business days unless an earlier expiration is specified. Pre-clearance does not constitute legal advice and does not relieve the requester of personal responsibility for compliance with applicable law and this Policy.

6) Trading windows and blackout periods

Effective 28 May 2026

Quarterly blackout periods. A quarterly blackout begins at the close of trading on the fourteenth calendar day before the end of each fiscal quarter and ends at the opening of regular trading on the second full trading day after the public release of the Company's earnings results for that quarter.

Event-driven blackouts. The Compliance Officer may impose additional blackout periods at any time when, in the Compliance Officer's reasonable judgment, MNPI exists that has not been publicly disclosed. The existence of an event-driven blackout, and the identity of persons subject to it, is itself confidential and shall not be communicated outside the group of persons subject to it.

The absence of a blackout does not relieve any Covered Person from the prohibition on trading while in possession of MNPI.

7) Rule 10b5-1 trading plans

A Covered Person may transact in Company securities pursuant to a written plan that satisfies the affirmative-defense conditions of SEC Rule 10b5-1(c), including the amendments effective February 27, 2023. The Compliance Officer must approve any such plan before its adoption, modification, or termination. Each plan must, at a minimum:

(a) be entered into in good faith and at a time when the Covered Person is not in possession of MNPI and not during a blackout period;

(b) include the cooling-off period required by Rule 10b5-1(c)(1)(ii)(B), namely (i) for directors and officers, the later of 90 days after adoption or modification and two business days after disclosure in a Form 10-Q or Form 10-K of the Company's financial results for the fiscal quarter in which the plan was adopted or modified (subject to a maximum of 120 days), and (ii) for other Covered Persons, 30 days;

(c) contain the certification required by Rule 10b5-1(c)(1)(ii)(C) for directors and officers, stating that they are not aware of MNPI and are adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5;

(d) comply with the limitation on overlapping plans and on single-trade plans set forth in Rule 10b5-1(c)(1)(ii)(D) and (E); and

(e) be operated by an independent broker selected or approved by the Compliance Officer.

The Company will make the disclosures regarding 10b5-1 plans required by Item 408 of Regulation S-K and Item 16J of Form 20-F (as applicable) following its first periodic report after registration.

8) Section 16 obligations (post-listing)

Upon the registration of any class of the Company's equity securities under Section 12 of the Exchange Act, directors, officers (as determined by the Board under Rule 16a-1(f)), and beneficial owners of more than 10% of any class of registered equity securities will become subject to Section 16 of the Exchange Act, including the obligation to file Forms 3, 4, and 5; the short-swing-profit-recovery provisions of Section 16(b); and the short-sale prohibition of Section 16(c). The Company will provide a Section 16 onboarding briefing and reporting support to each newly designated Section 16 insider, but the legal responsibility for compliance rests with the individual insider.

9) Penalties

Insider-trading violations carry significant civil and criminal consequences under United States federal law, including:

(a) civil penalties up to three times the profit gained or loss avoided under Section 21A of the Exchange Act, added by the Insider Trading Sanctions Act of 1984;

(b) criminal fines up to USD 5,000,000 for individuals and USD 25,000,000 for entities, and imprisonment of up to 20 years per violation, under Section 32(a) of the Exchange Act as amended by the Insider Trading and Securities Fraud Enforcement Act of 1988 and the Sarbanes-Oxley Act of 2002;

(c) disgorgement, injunctive relief, and officer-and-director bars in SEC enforcement actions; and

(d) controlling-person liability under Section 20A of the Exchange Act.

Violations may also be actionable under Singapore's Securities and Futures Act 2001 (sections 218–220 on insider trading) and the market-abuse regimes of the European Union (Regulation (EU) No 596/2014) where conduct touches those jurisdictions. Violations of this Policy may, independently of any legal proceeding, result in discipline up to and including termination of employment or removal from office.

10) Reporting violations

Any Covered Person who becomes aware of a violation, or a suspected violation, of this Policy or of applicable insider-trading law shall promptly report the matter to the Compliance Officer or through any channel described in the Whistleblower Policy. Reports may be made anonymously to the extent the reporting channel permits. The Company prohibits retaliation against any person who reports in good faith, as further described in the Whistleblower Policy.

11) Annual certification

Each director, officer, and Pre-clearance Person shall sign an annual certification, in a form prescribed by the Compliance Officer, acknowledging receipt of this Policy, confirming compliance during the preceding period, and undertaking continued compliance. The Compliance Officer will retain certifications for not less than seven years.

12) Adoption, amendment, and review

This Policy is adopted as a pre-listing governance baseline. The Audit Committee will review this Policy at least annually, and the Board may amend it at any time. Trading-window mechanics, the list of Pre-clearance Persons, Section 16 procedures, and the 10b5-1 plan administration framework will be activated or further specified upon the Company's first registration or listing event.