Regulation FD (Fair Disclosure) Policy

Effective: May 28, 2026
Updated: September 20, 2026
Version: 1.1

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Status: Pre-listing governance baseline; specified reporting triggers (e.g., Form 8-K Item 1.05) take effect upon listing.

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 implements the principles of SEC Regulation FD (17 CFR Part 243) within TANQORY PTE. LTD. and its wholly-owned subsidiaries Tanqory OÜ and Tanqory Inc. (together, the "Group"). It is designed to prevent selective disclosure of material non-public information ("MNPI"), to ensure that when MNPI is disclosed externally it is disseminated to the investing public broadly and contemporaneously, and to establish the governance, training, and remediation practices that the SEC and Nasdaq expect of a listed issuer.

Regulation FD imposes legal obligations on an "issuer" with a class of securities registered under §12 of the Exchange Act or required to file reports under §15(d) of the Exchange Act, and on persons acting on behalf of such an issuer. The Group is not currently subject to Regulation FD. This policy is adopted as a pre-listing baseline to establish documented practice and consistent message control with investors, prospective investors, vendors, customers, and analysts, in anticipation of a future registration and listing.

2) Applicability and pre-listing scope

2.1 Effective scope upon listing. From and after the date the Group becomes an "issuer" within the meaning of Rule 100(c) of Regulation FD, all communications by the Group to "Enumerated Persons" (broker-dealers, investment advisers, investment companies, holders of the Group's securities, and persons reasonably foreseeable to trade on the basis of the information) are subject to the full requirements of Regulation FD, this policy, and the Group's Insider Trading Policy.

2.2 Pre-listing scope. Until the effective date described in §2.1, the Group applies the principles of Regulation FD by analogy to (a) communications with prospective institutional investors, venture capital and private-equity counterparties, and their advisers; (b) vendor and customer due-diligence disclosures; (c) press, analyst, and industry-conference communications; and (d) social media and public website disclosures. The objective is to avoid creating a record of selective disclosure that would, upon listing, be inconsistent with the Group's posture as a public issuer.

2.3 Group-wide application. This policy applies to all directors, officers, employees, contractors, and agents of each Group entity. Local supplements may be issued for Tanqory OÜ (Estonia) and Tanqory Inc. (United States) only where required to address local law; in no case may a local supplement be less restrictive than this policy.

3) Authorized spokespersons

3.1 Designation. The following positions are designated as Authorized Spokespersons for matters within their respective remit:

(a) Chief Executive Officer — all matters;

(b) Chief Financial Officer — financial results, guidance, capital structure, and matters reasonably related;

(d) Head of Investor Relations (or, until appointed, the CFO) — routine investor inquiries.

3.2 Named spokespersons. The Board, through the Disclosure Committee, may from time to time name specific individuals occupying the above positions and any additional spokespersons by written resolution, including a designated spokesperson for Tanqory OÜ and Tanqory Inc. for entity-specific media inquiries. Pending the naming of such individuals, the Authorized Spokesperson roles are filled by the senior officers holding the positions designated in Section 3.1.

3.3 No other speakers. No director, officer, employee, contractor, or agent of the Group may speak on the Group's behalf with Enumerated Persons, the press, or in any other public forum about the Group's financial condition, results, prospects, products under development, strategic transactions, regulatory matters, or other potentially material information unless they have been specifically authorized in writing for the particular communication.

4) Unauthorized communications prohibited

4.1 No selective disclosure. No person subject to this policy may disclose MNPI to any Enumerated Person except in a manner permitted under §5 (simultaneous public disclosure) or §6 (excluded communications under Rule 100(b)(2)).

4.2 Excluded communications. The following are not subject to the public-dissemination obligation, consistent with Rule 100(b)(2): (a) communications with a person who owes a duty of trust or confidence to the Group, such as outside counsel, the external auditor, or a financial adviser; (b) communications with a person who has expressly agreed in writing to keep the information confidential; (c) communications in connection with an offering of securities registered under the Securities Act of 1933; and (d) communications to credit-rating agencies provided the information is solely used to develop a credit rating that is publicly available.

4.3 Confidentiality undertakings. Reliance on §4.2(b) requires a written confidentiality undertaking, executed before the disclosure, that prohibits the recipient from trading on the basis of, or further disseminating, the MNPI. The General Counsel maintains the form of confidentiality undertaking.

5) Inadvertent disclosure and 24-hour remediation

5.1 Definition. An "inadvertent disclosure" occurs when a person acting on behalf of the Group discloses MNPI to an Enumerated Person without having intended to do so, and without simultaneous public disclosure.

5.2 Remediation timeline. The Group will publicly disclose the same information promptly, and in no event later than 24 hours after a senior official of the Group learns of the inadvertent disclosure (or, if later, the commencement of the next day's trading on a U.S. national securities exchange), in accordance with Rule 100(a)(2). "Senior official" means a director, executive officer, investor relations officer, or public relations officer.

5.3 Method. Public disclosure under §5.2 is made by furnishing or filing a Form 8-K, by issuing a press release distributed through a widely circulated news or wire service, or by other method reasonably designed to provide broad, non-exclusionary distribution. Posting to the Group's investor website or a recognized public social media channel may satisfy the requirement only where the channel has been previously identified to the market as a channel of distribution, consistent with SEC Release No. 34-69279.

5.4 Reporting to General Counsel. Any person who has made, or believes they may have made, an inadvertent disclosure must notify the General Counsel immediately. Notification is not a violation of this policy; failure to notify is.

6) Earnings releases, investor calls, conferences, and one-on-ones

6.1 Earnings releases. Quarterly and annual earnings releases are distributed by simultaneous public dissemination (press release + Form 8-K furnishing) before any related conference call, analyst meeting, or one-on-one. Scripts and Q&A briefing materials are reviewed by the Disclosure Committee.

6.2 Conference calls and webcasts. Earnings calls and material investor calls are conducted on a publicly accessible webcast, with advance notice posted on the investor website at least one trading day in advance, and an archived replay available for a reasonable period.

6.3 Industry conferences. Presentations at investor or industry conferences are reviewed by Investor Relations and Legal in advance. Slides are filed on Form 8-K or otherwise made publicly available at or before the time of presentation if they contain previously undisclosed material information.

6.4 One-on-ones, non-deal roadshows, and analyst meetings. The Authorized Spokesperson restricts the discussion to (a) publicly disclosed information, (b) information that is not material, or (c) information disclosed contemporaneously under §5. A second member of the Group (typically from Investor Relations) attends and contemporaneously documents the meeting. If MNPI is inadvertently shared, §5 governs.

Consistent with SEC Release No. 34-69279 (April 2, 2013), the Group may use a public social media channel to disseminate material information for Regulation FD purposes, provided that investors have been notified, in advance of the disclosure and through a recognized channel (such as the investor relations website, an earnings release, or a Form 8-K), that the channel will be used and where it can be found. The Company will designate the specific social media channels to be used for Regulation FD purposes upon listing and will provide the required advance notice before any such use. No employee may disclose Group MNPI through a personal social media account.

8) Forward-looking statements

8.1 PSLRA safe harbor. Where forward-looking statements are made in written or oral communications by the Group, they are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected, consistent with the safe harbor under §27A of the Securities Act and §21E of the Exchange Act, as established by the Private Securities Litigation Reform Act of 1995. The PSLRA safe harbor is not available for statements made in connection with an initial public offering until the offering is complete; cautionary practice is nonetheless followed.

8.2 Form. The Disclosure Committee approves the standard cautionary language and reviews material variations.

9) Quiet periods

9.1 Routine quiet period. The Group observes a routine quiet period beginning the close of business on the last day of each fiscal quarter and ending after the earnings release for that quarter is publicly disseminated. During the quiet period, no Authorized Spokesperson initiates communications with Enumerated Persons regarding the Group's results or business outlook for the just-ended period, except as permitted by §6.

9.2 Pre-IPO quiet period. From the time a registration statement under the Securities Act is reasonably contemplated through the end of the quiet period under SEC rules (typically 25 days after pricing for Nasdaq-listed issuers, subject to current SEC guidance), additional restrictions apply and supersede §9.1.

9.3 Event-driven quiet periods. The Disclosure Committee may impose event-driven quiet periods around material transactions, regulatory matters, or pending developments.

10) Trading halt coordination

If a trading halt is requested by, or imposed on, the Group by Nasdaq, the General Counsel coordinates the response, including the timing and content of any public announcement required to lift the halt. No communications with Enumerated Persons occur during a trading halt except as authorized by the General Counsel.

11) Materiality determination and the Disclosure Committee

11.1 Disclosure Committee. The Disclosure Committee (composed of the CEO, CFO, General Counsel, and Head of Investor Relations) reviews potentially material information identified through the Group's disclosure controls and procedures, determines materiality, and recommends the form and timing of any required public disclosure. The Disclosure Committee operates under the Disclosure Controls and Procedures Policy. The Company is adopting the Disclosure Controls and Procedures Policy and the Disclosure Committee charter as part of its pre-listing readiness.

11.2 Materiality factors. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or if its disclosure would be viewed by a reasonable investor as having significantly altered the total mix of available information. The Disclosure Committee considers both quantitative and qualitative factors, including SEC Staff Accounting Bulletin No. 99.

12) 8-K trigger items (post-listing)

Upon listing, the Group will file or furnish a Form 8-K for each event listed in Items 1.01 through 9.01 of Form 8-K within the timeframes prescribed by the SEC, including without limitation: entry into or termination of a material definitive agreement; bankruptcy or receivership; completion of acquisition or disposition of assets; results of operations and financial condition (Item 2.02); creation of a material direct financial obligation; costs associated with exit or disposal activities; material impairments; notice of delisting; unregistered sales of equity securities; material modifications to rights of security holders; changes in registrant's certifying accountant; non-reliance on previously issued financial statements (Item 4.02); changes in control; departure or appointment of directors or principal officers; amendments to articles or bylaws; amendments to or waivers of the code of ethics; cybersecurity incidents (Item 1.05, as further governed by the Cybersecurity Incident Disclosure Policy); and Regulation FD disclosures (Item 7.01).

13) Cross-reference to Insider Trading Policy

This policy is read together with the Group's Insider Trading Policy, which independently restricts trading in Group securities by directors, officers, employees, and certain related persons during periods when they are in possession of MNPI. Compliance with one policy does not satisfy the other; both apply.

14) Training and certification

14.1 Annual training. Directors, executive officers, members of the Disclosure Committee, Investor Relations personnel, and any employee identified by the General Counsel as routinely having access to MNPI complete annual training on this policy.

14.2 Certification. Authorized Spokespersons and Disclosure Committee members certify annually that they have complied with this policy.

15) Recordkeeping and enforcement

15.1 Records. The Investor Relations function maintains a log of all material external communications with Enumerated Persons, including attendees, topics discussed, and any documents shared.

15.2 Enforcement. Violations of this policy may result in disciplinary action up to and including termination, and may also constitute violations of law subject to SEC enforcement and private civil liability upon listing.

16) Annual review and adoption note

The Disclosure Committee reviews this policy at least annually and recommends amendments to the Board. The next scheduled review date is 28 May 2027. Upon any registration of the Group's securities, the provisions of this policy that take effect "upon listing" become operative without further Board action.

Cross-references: Audit Committee Charter (governance/audit-committee-charter.md); Related Party Transactions Policy (governance/related-party-transactions-policy.md); Board Charter (governance/board-charter.md); Code of Business Conduct (governance/code-of-business-conduct.md); Shareholder Communication Policy (governance/shareholder-communication.md); Cybersecurity Incident Disclosure Policy (trust-and-security/cybersecurity-incident-disclosure-policy.md).