Related Party Transactions Policy

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 sets out the principles and procedures by which TANQORY PTE. LTD. and its wholly-owned subsidiaries Tanqory OÜ and Tanqory Inc. (together, the "Group") identify, review, approve, ratify, monitor, and disclose Related Party Transactions ("RPTs"). The policy is designed to (a) protect the Group and its shareholders from transactions that may give rise to actual or perceived conflicts of interest; (b) provide a documented record that an independent body has assessed each RPT for fairness; and (c) prepare the Group to satisfy, upon any future Nasdaq listing, the disclosure and oversight obligations of SEC Regulation S-K Item 404, Nasdaq Listing Rule 5630, and IFRS / IAS 24, while contemporaneously satisfying the director-interest disclosure obligations of Singapore Companies Act §156.

This policy is a pre-listing baseline. It is not a representation that the Group is currently subject to SEC reporting or Nasdaq listing rules. References below to S-K Item 404, Form 10-K, Form S-1, proxy statements, and the $120,000 Item 404 threshold describe obligations that would attach upon a successful initial public offering or other registration event and are adopted now to establish documented practice.

2) Definitions

For purposes of this policy:

2.1 "Related Party" means, with respect to the Group, any of the following:

(a) any director or executive officer of any entity in the Group;

(b) any nominee for director of any entity in the Group;

(c) any holder of more than five percent (5%) of any class of voting securities of TANQORY PTE. LTD. on a beneficial-ownership basis (the "5% Shareholder" threshold), determined in accordance with SEC Rule 13d-3 upon listing;

(d) any Immediate Family Member of a person described in (a), (b), or (c);

(e) any entity (including any corporation, partnership, trust, joint venture, or other legal person) controlled by, controlling, or under common control with a person described in (a) through (d), where "control" has the meaning given in IAS 24;

(f) any person who held a position described in (a) through (c) at any time during the relevant fiscal year, regardless of whether they held the position at the time of the transaction.

2.2 "Immediate Family Member" means a person's spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law, and any person (other than a tenant or employee) sharing the household of such person.

2.3 "Related Party Transaction" means any transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness) or series of related transactions in which (i) the Group was, is, or will be a participant, (ii) the amount involved exceeds the Materiality Threshold set in §5, and (iii) a Related Party had, has, or will have a direct or indirect material interest.

2.4 "Intercompany Transaction" means any transaction, arrangement, or balance solely between or among TANQORY PTE. LTD., Tanqory OÜ, and Tanqory Inc., the financial effects of which are eliminated on consolidation. Intercompany Transactions are addressed separately in §10.

3) Identification process

3.1 Annual Directors and Officers ("D&O") Questionnaire. Each director and each executive officer of each Group entity completes a written D&O questionnaire annually, and on appointment or promotion, identifying (a) all entities in which the individual or an Immediate Family Member holds a position, an ownership interest of 5% or more, or a beneficial interest; (b) all transactions with the Group during the look-back period; and (c) any other facts that would or could give rise to an RPT. The Company is establishing the form of D&O questionnaire and will roll it out to all directors and executive officers as part of its pre-listing readiness.

3.2 Continuing duty to disclose. Each director and executive officer has an ongoing duty to disclose to the Audit Committee, through the General Counsel or legal@tanqory.com, any proposed or actual transaction that may constitute an RPT promptly upon becoming aware of it, and in no event later than the next regularly scheduled Audit Committee meeting. This continuing duty is independent of the annual questionnaire.

3.3 Singapore directors' duty. Each director of TANQORY PTE. LTD. is independently required by §156 of the Singapore Companies Act to declare the nature of any interest in a transaction or proposed transaction with the company at a meeting of the directors. Compliance with this policy does not relieve a director of the §156 obligation, which is owed directly to TANQORY PTE. LTD. and recorded in the register of directors' interests.

3.4 Finance and Accounting screening. The Finance function screens vendor master data, customer master data, and material contracts at onboarding and at least semi-annually against the list of Related Parties maintained by the General Counsel, and escalates any match to the Audit Committee Chair.

4) Review and approval

4.1 Audit Committee jurisdiction. The Audit Committee has primary responsibility under this policy for the review, approval, and ratification of all RPTs, consistent with §7 of the Audit Committee Charter. The Audit Committee Charter is incorporated by reference.

4.2 Review standard. In determining whether to approve, ratify, or reject an RPT, the Audit Committee considers: (a) the commercial reasonableness of the terms, including whether the terms are no less favorable to the Group than terms generally available in an arm's-length transaction with an unaffiliated third party; (b) the size of the transaction and the amount payable to the Related Party; (c) the nature of the Related Party's interest; (d) whether the transaction would impair the independence of an outside director or otherwise create the appearance of a conflict; (e) any impact on the Group's compliance with applicable law, listing standards, or financial covenants; and (f) any other factors the Audit Committee deems relevant.

4.3 Abstention. Any member of the Audit Committee who is a Related Party with respect to a transaction under review shall recuse themselves from the deliberation and vote on that transaction.

4.4 Documentation. The Audit Committee records its determination in the minutes, including the reasons for approval, ratification, or rejection, and any conditions imposed. The General Counsel maintains the RPT register described in §9.

5) Materiality threshold

5.1 Upon-listing threshold. Upon any registration of the Group's securities with the SEC, the disclosure-driving threshold for individual RPTs is the lesser of US$120,000 or one percent (1%) of the average of the Group's total assets at year-end for the last two completed fiscal years, in accordance with Instruction 1.a.ii to S-K Item 404(a) as in effect from time to time.

5.2 Pre-listing threshold. Until the Group is subject to SEC reporting, the Audit Committee (or, pending its formation, the board of directors) reviews each transaction or series of related transactions with a Related Party in which the aggregate amount involved exceeds US$120,000 (or the equivalent in local currency), consistent with the SEC Regulation S-K Item 404 standard. Transactions below this threshold are still subject to the identification, disclosure, and recordkeeping requirements of this policy, but do not require prior Audit Committee approval.

5.3 Aggregation. For purposes of measuring against the threshold, transactions with the same Related Party (and any of that Related Party's controlled entities) during a single fiscal year are aggregated.

6) Pre-approval categories

The Audit Committee may, by written resolution, pre-approve categories of transactions that present a low risk of conflict and are subject to objective limits. Transactions falling within a pre-approved category may be entered into without case-by-case approval, provided each transaction is reported to the Audit Committee at its next regularly scheduled meeting. Pre-approved categories are limited to:

(a) compensation paid to a director or executive officer that has been approved by the Compensation Committee (or the Board, where no Compensation Committee exists) and that is disclosed under applicable executive-compensation rules;

(b) reimbursement of business expenses incurred in the ordinary course of an individual's service to the Group and consistent with the Group's expense policy;

(c) transactions in which the Related Party's interest arises solely from ownership of less than 5% of the equity of a counterparty that is not controlled by the Related Party; and

(d) transactions available to all employees on the same terms.

7) Ratification of unapproved transactions

If the Group becomes aware that it has entered into an RPT that was not pre-approved in accordance with this policy, the General Counsel shall promptly submit the transaction to the Audit Committee for ratification or rescission. The Audit Committee, in determining whether to ratify, considers the factors set out in §4.2 and may, in addition, consider whether to amend, terminate, or unwind the transaction and whether to require additional controls to prevent recurrence. Failure to pre-approve does not, on its own, void the transaction, but the Audit Committee's determination is recorded in the minutes and reflected in the RPT register.

8) Ongoing monitoring

8.1 Quarterly review. The Audit Committee reviews, at least quarterly, a schedule of all open and recently completed RPTs to confirm that the terms continue to be consistent with those originally approved and that no material change has occurred.

8.2 Long-term arrangements. For any RPT with a term longer than one year, the Audit Committee re-reviews the arrangement at least annually until termination.

8.3 Changes in status. If a counterparty becomes a Related Party after a transaction is entered into (for example, through a new appointment or a change in shareholding), the transaction is brought before the Audit Committee within sixty (60) days for review.

9) Disclosure obligations and recordkeeping

9.1 RPT register. The General Counsel maintains a register of all RPTs identified under this policy, including the parties, nature of the relationship, transaction terms, amount, approval status, and reference to the supporting minutes. The register is provided to the external auditor in connection with each annual audit.

9.2 Public disclosure (upon listing). Upon registration of the Group's securities, RPTs meeting the thresholds in §5.1 will be disclosed in:

(a) the Form S-1 (or other applicable registration statement);

(b) each annual proxy statement filed under §14(a) of the Securities Exchange Act;

(c) each Annual Report on Form 10-K (including any disclosures incorporated by reference from the proxy statement); and

(d) any other filing in which S-K Item 404 disclosure is required.

9.3 Singapore statutory disclosure. Director interests under Singapore Companies Act §156 continue to be recorded in the register of directors' interests of TANQORY PTE. LTD. and disclosed in the directors' statement accompanying the annual financial statements.

9.4 IFRS / IAS 24. Related party balances and transactions are disclosed in the notes to the consolidated financial statements of the Group in accordance with IAS 24, regardless of materiality threshold under §5.

9.5 Retention. RPT records are retained for the longer of (a) seven (7) years from the date of the transaction or (b) the period required by the Document Retention Policy.

10) Intercompany transactions

10.1 SEC characterization. Transactions solely among TANQORY PTE. LTD., Tanqory OÜ, and Tanqory Inc. that are eliminated on consolidation are not "transactions with related persons" within the meaning of S-K Item 404 and are not required to be disclosed under that item. The Group nonetheless governs them through this section.

10.2 Singapore Companies Act §156. Intercompany Transactions may give rise to a director's interest required to be disclosed under §156 where a director of TANQORY PTE. LTD. is also a director, officer, or significant shareholder of the counterparty entity. Directors are responsible for declaring such interests.

10.3 Transfer pricing. Each Intercompany Transaction is governed by a written intercompany agreement and supported by transfer-pricing documentation consistent with OECD Transfer Pricing Guidelines, IRAS guidance for TANQORY PTE. LTD., Estonian Tax and Customs Board guidance for Tanqory OÜ, and US Internal Revenue Code §482 and Treas. Reg. §1.482 for Tanqory Inc. The Company is completing the intercompany services agreement, IP licence, and transfer-pricing study among the three Group entities as part of its pre-listing readiness.

10.4 IAS 24 disclosure. Intercompany Transactions are disclosed at the entity-only financial-statement level in accordance with IAS 24, even where eliminated on consolidation.

11) Annual review

The Audit Committee reviews this policy at least annually and recommends any amendments to the Board. Material amendments take effect upon Board approval and are communicated to directors, executive officers, and the Finance and Legal functions. The next scheduled review date is 28 May 2027.

12) Adoption note

This policy is adopted as a pre-listing governance baseline. Upon any registration of the Group's securities with the SEC and listing on Nasdaq, the thresholds, disclosure obligations, and approval procedures set forth in §§5.1 and 9.2 take effect automatically without further Board action. Until then, the pre-listing thresholds in §5.2 govern. This policy is subject to review by external counsel and the external auditor in connection with any registration process.

Cross-references: Audit Committee Charter (governance/audit-committee-charter.md); Conflict of Interest Policy (governance/conflict-of-interest-policy.md); Code of Business Conduct (governance/code-of-business-conduct.md); Board Charter (governance/board-charter.md); Document Retention Policy (to be adopted as part of the Company's pre-listing readiness).