Simpaisa Group - Governance Policy Suite¶

POLICY 1: REMUNERATION POLICY¶

SIMPAISA GROUP

REMUNERATION POLICY

Field	Detail
Document Reference	SGP-GOV-001
Version	1.0
Status	Active
Owner	Board Remuneration and Nomination Committee
Approver	Board of Directors
Effective Date	1 April 2026
Next Review Date	1 April 2027
Classification	Confidential

Document Control¶

Revision History¶

Version	Date	Author	Changes
0.1	January 2026	CEO Office / Legal	Initial draft
0.2	February 2026	RemNomCo, CFO, Legal	Internal review and revision
0.3	March 2026	RemNomCo	Incorporation of DFSA Remuneration Code alignment
1.0	April 2026	Board RemNomCo	Board-approved final version

Distribution¶

This policy is distributed to members of the Board of Directors, the Remuneration and Nomination Committee, the Executive Leadership Team, and the Chief People Officer. It is available on the internal policy management system accessible to People and HR leadership. Appendices containing individual compensation benchmarks and ESOP cap tables are classified as Restricted and distributed on a strict need-to-know basis.

Conflicts of Interest Policy (SGP-GOV-003)
Whistleblowing Policy (SGP-GOV-002)
Code of Conduct
Employment Policy (country-specific addenda)
Anti-Bribery and Corruption Policy

1. Purpose and Scope¶

1.1 Purpose¶

This Remuneration Policy ("Policy") establishes the principles, framework, and governance arrangements that govern how Simpaisa Group ("Simpaisa" or "the Group") structures, approves, delivers, and discloses remuneration for all employees, executive leadership, and non-executive directors across its nine entities.

The Policy is designed to:

Attract, retain, and motivate exceptional talent capable of executing the Group's scale-up ambitions as a cross-border payments operator;
Align the financial interests of employees and executives with those of the Group, its shareholders, and its customers;
Ensure that remuneration structures do not incentivise excessive risk-taking or conduct that is inconsistent with the Group's values, regulatory obligations, or long-term sustainability;
Comply with the Dubai Financial Services Authority (DFSA) Remuneration Code applicable to the Group's DIFC-regulated entity and Category 3D licence.

1.2 Scope¶

This Policy applies to:

All employees of the Simpaisa Group, including permanent employees, fixed-term employees, and part-time employees, across all nine legal entities and operating jurisdictions;
All members of the Executive Leadership Team (ELT), including the Chief Executive Officer (CEO), Chief Operating Officer (COO), Chief Digital Officer (CDO), Chief People Officer (CPO), Chief Technology Officer (CTO), Chief Information Security Officer (CISO), Chief Financial Officer (CFO), Chief Compliance Officer (CCO), and country heads;
All non-executive directors of Simpaisa Holdings Pte Ltd and of subsidiary boards;
All contractors and consultants engaged on a remunerated basis for more than three consecutive months, to the extent that variable pay or equity participation is offered;
All Material Risk Takers (MRTs) as defined under Section 2 of this Policy, who are subject to specific DFSA Remuneration Code requirements regardless of entity of employment.

Country-specific mandatory requirements (minimum wages, statutory benefits, terminal gratuities, end-of-service indemnities) are documented in country employment addenda and take precedence over this Policy where they provide greater employee entitlements.

2. Definitions¶

Term	Definition
Base Salary	The fixed cash element of total compensation, payable monthly, not contingent on performance.
Benchmark	Market salary data sourced from reputable third-party surveys appropriate to the relevant geography and sector (e.g., Mercer, Korn Ferry, local HR associations).
Bonus	A discretionary or formulaic variable cash payment linked to company and/or individual performance over a defined period, typically annual.
Clawback	The recovery by the Group of variable remuneration already paid to an individual, in specified circumstances.
Deferred Remuneration	A proportion of variable remuneration that is not paid immediately on award but is held for a defined deferral period before vesting, subject to continued employment and the absence of malus trigger events.
DFSA	Dubai Financial Services Authority, the financial regulator of the Dubai International Financial Centre (DIFC).
ESOP	Employee Share Ownership Plan - a scheme by which eligible participants are granted options or rights to acquire shares in Simpaisa Holdings Pte Ltd at a defined exercise price, subject to vesting conditions.
ELT	Executive Leadership Team - the senior management group comprising the CEO, COO, CDO, CPO, CTO, CISO, CFO, CCO, and country heads.
Fixed Remuneration	All elements of remuneration that are not contingent on performance, including base salary, fixed allowances (housing, transport), and employer contributions to statutory retirement schemes.
Gender Pay Gap	The difference in average pay between male and female employees across the Group, calculated on both mean and median bases.
Malus	The reduction or cancellation of unvested deferred remuneration before it vests, in specified circumstances.
Material Risk Taker (MRT)	An individual whose professional activities have a material impact on the risk profile of the DIFC-regulated entity, as defined by the DFSA Remuneration Code.
OKR	Objectives and Key Results - the Group's framework for setting, communicating, and tracking individual and team goals.
RemNomCo	The Board Remuneration and Nomination Committee.
Total Compensation	The aggregate of fixed remuneration, variable remuneration, equity participation, and benefits provided to an individual.
Variable Remuneration	All elements of remuneration that are contingent on performance, including annual bonus, long-term incentive plan awards, and ESOP grants.

3. Policy Statements¶

3.1 Remuneration Philosophy¶

3.1.1 Simpaisa's remuneration philosophy during its scale-up phase is to position total compensation at the 50th to 75th percentile of relevant market benchmarks for all employee levels, with the capacity to reach the 75th percentile for exceptional performers and roles critical to the Group's competitive position. The Group recognises that cash constraints at this stage of its development require equity participation and variable pay to supplement base salary competitiveness, particularly for senior roles.

3.1.2 The Group believes that fair, transparent, and equitable remuneration is foundational to building a high-performance culture. Remuneration decisions shall be merit-based, free from bias, and consistent with the Group's equal pay obligations.

3.1.3 Remuneration structures shall not encourage excessive risk-taking, short-termism, or conduct inconsistent with the Group's regulatory obligations, customer duties, or ethical standards. Where remuneration and risk are in tension, risk management principles shall take precedence.

3.1.4 The Group operates across jurisdictions with materially different cost-of-living and labour market profiles. Remuneration shall reflect local market conditions and statutory requirements, whilst ensuring internal equity at the group level is maintained for comparable roles.

3.2 Fixed Compensation Structure¶

3.2.1 Fixed remuneration consists of base salary and fixed allowances. The proportion of fixed to total compensation shall be sufficiently high to enable the Group to pay no variable remuneration in years where performance does not warrant it, without creating individual financial hardship or driving inappropriate behaviour.

3.2.2 Base salaries are set by grade band, with reference to external benchmark data reviewed annually. Grade bands shall be maintained by the Chief People Officer and approved by the CEO (for non-ELT roles) and by RemNomCo (for ELT roles and any role with a base salary exceeding USD 150,000).

3.2.3 Fixed allowances, where provided, shall be limited to housing, transport, school fees (Dubai-based roles only), and statutory benefits required by local law. Allowances shall not be structured in a manner that circumvents variable pay deferral or clawback provisions applicable to MRTs.

3.2.4 Employer contributions to statutory retirement and social security schemes (including DEWS in the UAE, CPF in Singapore, EOBI in Pakistan, and equivalent schemes in other jurisdictions) are included within fixed remuneration.

3.3 Executive Compensation Framework¶

3.3.1 The ELT compensation framework comprises three components: base salary, annual performance bonus, and long-term equity participation via the ESOP. The weighting of these components is designed to align ELT interests with long-term value creation whilst maintaining sufficient fixed pay for financial stability.

3.3.2 Target total compensation for ELT roles shall be approved annually by RemNomCo, with reference to:

Market benchmarks for comparable roles in the payments, fintech, and financial services sectors in relevant geographies (Dubai / Singapore);
The Group's revenue trajectory, capital position, and investor expectations;
Internal pay equity relativities across the ELT;
Regulatory requirements for DFSA MRTs.

3.3.3 The indicative compensation structure for ELT roles is as follows:

Role	Base Salary Range (USD pa)	Target Bonus (% of Base)	ESOP Eligibility
Chief Executive Officer	200,000 – 300,000	50 – 100%	Yes
Chief Operating Officer	150,000 – 220,000	40 – 80%	Yes
Chief Digital Officer	150,000 – 220,000	40 – 80%	Yes
Chief Financial Officer	130,000 – 200,000	40 – 75%	Yes
Chief People Officer	120,000 – 180,000	35 – 70%	Yes
Chief Technology Officer	130,000 – 200,000	40 – 75%	Yes
Chief Information Security Officer	120,000 – 180,000	35 – 65%	Yes
Chief Compliance Officer	120,000 – 180,000	35 – 65%	Yes
Country Heads	80,000 – 150,000	30 – 60%	Assessed case by case

Salary ranges represent benchmarks and are not guaranteed. Actual salaries are set at appointment and reviewed annually. All figures are gross of tax; tax equalisation is not offered unless specifically agreed at the point of hire.

3.3.4 ELT remuneration shall be reviewed by RemNomCo annually, with recommendations presented to the Board for approval. No ELT member shall be present at any RemNomCo or Board discussion concerning their own remuneration, save to provide factual information if requested.

3.3.5 The CEO shall not make recommendations regarding his own remuneration. The Chairman, on behalf of RemNomCo, shall lead the CEO compensation review and present recommendations to the Board.

3.4 ESOP / Equity Participation Scheme¶

3.4.1 Scheme Overview. The Simpaisa ESOP is a discretionary share option scheme through which eligible participants are granted options to subscribe for ordinary shares in Simpaisa Holdings Pte Ltd at a defined exercise price, subject to vesting conditions and the terms of the ESOP Rules as approved by the Board.

3.4.2 Eligibility. In its current phase, ESOP participation is limited to ELT members and such other senior employees as the Board may designate from time to time upon recommendation by RemNomCo. The Group intends to broaden ESOP eligibility to all permanent employees upon or following a liquidity event or the next significant funding round, subject to Board approval.

3.4.3 Grant Mechanics. ESOP grants are made by resolution of the Board, on the recommendation of RemNomCo. The exercise price for each grant shall be set at the fair market value of Simpaisa ordinary shares at the date of grant, as determined by the Board with reference to the most recent independent valuation or funding round price. Grants are denominated in options over a number of shares, not in a cash-equivalent amount.

3.4.4 Vesting Schedule. The standard vesting schedule for ESOP grants is:

12-month cliff: no options vest in the first 12 months following the grant date;
Monthly vesting thereafter: options vest monthly in equal tranches over the following 36 months (i.e., full vesting over four years from grant date);
Accelerated vesting: in the event of a change of control or qualifying initial public offering (IPO), the Board may, at its discretion, accelerate the vesting of some or all unvested options.

3.4.5 Exercise and Lapse. Vested options may be exercised at any time following vesting and prior to the option expiry date (10 years from grant date), subject to any exercise windows specified by the Board. Unvested options lapse immediately upon cessation of employment (whether voluntary or involuntary), save that in cases of death, total permanent disability, or redundancy, the Board may (at its discretion) permit accelerated or continued vesting. All options (vested and unvested) lapse upon termination for cause.

3.4.6 Good Leaver / Bad Leaver. The Board shall determine, at its discretion, whether a departing participant is classified as a Good Leaver or Bad Leaver for ESOP purposes. Bad Leaver classification (applicable in cases of resignation within 12 months, termination for cause, or breach of post-employment restrictions) results in forfeiture of all unvested options and may result in the lapse of vested but unexercised options.

3.4.7 ESOP as Risk Alignment Tool. The equity participation scheme serves as a long-term risk alignment mechanism, ensuring that ELT participants have a financial interest in the sustained performance and integrity of the business. ESOP grants form part of the Group's MRT deferred remuneration framework for relevant participants.

3.5 Variable Pay and Bonus Framework¶

3.5.1 Annual performance bonuses are discretionary awards linked to Group performance and individual contribution. The Board retains the right to reduce, cancel, or decline to pay any bonus where the Group's financial performance, risk profile, or conduct outcomes do not support payment.

3.5.2 Group KPI Scorecard. The annual bonus pool is sized by reference to the Group KPI scorecard, which is approved by the Board at the start of each financial year. The scorecard shall include metrics weighted across the following categories:

Category	Indicative Weighting	Example Metrics
Revenue and Growth	35%	Transaction volume, revenue, active corridors, new product revenue
Financial Sustainability	25%	EBITDA, cost efficiency ratio, cash runway, fundraising milestones
Customer and Quality	20%	Customer satisfaction scores, transaction success rate, complaint resolution time
Risk and Compliance	15%	Regulatory audit outcomes, incidents, SLA adherence, no material breaches
People and Culture	5%	Employee engagement score, retention of key talent, diversity metrics

3.5.3 Individual OKR Assessment. Individual bonus eligibility is determined by reference to the individual's OKR performance rating for the year, assessed by the line manager and calibrated by the CEO (for ELT roles, by RemNomCo). The OKR rating shall gate the individual's bonus as follows:

OKR Rating	Bonus Outcome
Exceptional (top 10%)	Up to 120% of target bonus
Exceeds Expectations	Up to 100% of target bonus
Meets Expectations	70 – 90% of target bonus
Partially Meets Expectations	0 – 50% of target bonus
Does Not Meet Expectations	Nil bonus

3.5.4 Bonus payments are made annually in arrears, following year-end financial close and Board approval of the bonus pool. No bonus is guaranteed. A bonus award in one year does not create an expectation or entitlement to a bonus in any subsequent year.

3.5.5 Conduct Modifier. Notwithstanding OKR performance, individual bonus awards shall be subject to a conduct modifier applied by the CEO or RemNomCo. Material compliance failures, risk incidents attributable to the individual, breaches of the Group's policies, or regulatory findings may result in a partial or full reduction of individual bonus.

3.5.6 Sign-on Payments. Sign-on bonuses may be offered at the point of hire to compensate candidates for forfeited variable pay at their previous employer. Sign-on bonuses shall be subject to clawback if the individual resigns within 12 months of joining. Sign-on bonuses exceeding USD 50,000 require CEO approval; those exceeding USD 100,000 require RemNomCo approval.

3.6 DFSA Remuneration Code Compliance¶

3.6.1 The DIFC-regulated entity (and any employees employed by or performing regulated functions for that entity) is subject to the DFSA Remuneration Code as set out in the DFSA Rulebook (GEN Module and associated guidance). This Section 3.6 applies to all MRTs and supplements the general bonus framework set out in Section 3.5.

3.6.2 Material Risk Taker Identification. The CCO and CFO shall jointly maintain a register of MRTs, reviewed annually and updated upon any material change to the organisational structure or individuals' roles. MRT status shall be assessed by reference to the DFSA's criteria, including seniority, decision-making authority over risk, and quantitative thresholds related to total remuneration. The current MRT register is maintained as a restricted appendix to this Policy.

3.6.3 Alignment of Risk and Reward. Variable remuneration for MRTs shall be structured to align reward with risk outcomes over a multi-year horizon. MRT bonus awards shall reflect the current and future risks associated with the individual's activities, including risks that may not crystallise until after the award is made.

3.6.4 Deferral of Variable Remuneration. For MRTs, a minimum of 40% of variable remuneration (including bonus and ESOP fair value at grant) shall be deferred for a minimum period of three years from the date of award. During the deferral period, deferred amounts are subject to malus provisions. Deferred amounts vest in equal annual tranches over the deferral period, subject to continued employment and the absence of malus trigger events.

3.6.5 Form of Deferred Remuneration. Where practicable, deferred remuneration shall be awarded in the form of ESOP options or notional shares in Simpaisa Holdings Pte Ltd, to further align long-term interests. Cash deferral is permitted where equity instruments are not available or appropriate.

3.6.6 Malus Provisions. The Board (acting through RemNomCo) may apply malus to unvested deferred remuneration in the following circumstances:

Material misstatement of the Group's financial results;
Regulatory censure, fine, or enforcement action arising from the individual's conduct or the conduct of a team or business area for which the individual had responsibility;
Material failure of risk management within the individual's area of responsibility;
Serious misconduct by the individual, including fraud, dishonesty, or material breach of the Code of Conduct;
Conduct that caused or contributed to a significant detriment to customers.

3.6.7 Clawback Provisions. In addition to malus, the Board may apply clawback to recover variable remuneration already paid (in cash or in equity) within three years of payment (or such longer period as required by the DFSA), where the circumstances set out in 3.6.6 are identified after payment. Clawback obligations shall be documented in individual employment contracts for all MRTs, and shall survive the termination of employment. The Group shall take all reasonable legal steps to enforce clawback obligations, including through set-off against any sums owed to the departing individual.

3.6.8 Prohibited Practices. The Group shall not:

Guarantee variable remuneration for MRTs beyond one year, save in exceptional circumstances at the point of hire and with explicit RemNomCo approval;
Offer hedging instruments or personal insurance to MRTs that would undermine the risk-alignment purpose of deferred or variable remuneration;
Structure remuneration in a manner designed to circumvent the DFSA Remuneration Code.

3.6.9 RemNomCo Oversight. The RemNomCo shall annually review and confirm to the Board that the remuneration structures for all MRTs comply with the DFSA Remuneration Code. The CCO shall provide an independent compliance assessment as part of this review.

3.7 Non-Executive Director Fees¶

3.7.1 Non-executive directors (NEDs) of Simpaisa Holdings Pte Ltd receive fixed annual fees for Board service. NED fees are not performance-related, consistent with the principle that NEDs should exercise independent judgement unconstrained by financial incentives linked to the outcome of Board decisions.

3.7.2 NED fees shall be approved by the shareholders of Simpaisa Holdings Pte Ltd (or, where delegated, by the Board excluding the NED in question) on the recommendation of RemNomCo, with reference to market benchmarks for comparable private fintech boards.

3.7.3 The indicative fee structure is:

Role	Annual Fee (USD)
Non-Executive Chairman	50,000 – 80,000
Non-Executive Director (Base)	25,000 – 45,000
Audit and Risk Committee Chair (supplemental)	10,000 – 15,000
Remuneration and Nomination Committee Chair (supplemental)	7,500 – 12,500
Other Committee Chair (supplemental)	5,000 – 10,000

These ranges are indicative. Actual fees are set by Board resolution and disclosed in the annual Board report.

3.7.4 NEDs are reimbursed for reasonable travel and accommodation expenses incurred in attending Board and committee meetings. Reimbursement is not treated as remuneration for the purposes of this Policy.

3.7.5 NEDs are not eligible to participate in the ESOP or to receive variable pay of any kind, save that where a NED has been granted options in connection with an advisory or other non-director role prior to appointment as a director, those pre-existing grants shall be separately documented and disclosed.

3.8 Country-Specific Compensation Considerations¶

3.8.1 The Group operates across jurisdictions with materially different wage structures, cost-of-living levels, and statutory requirements. Remuneration for employees based in Pakistan, Bangladesh, and Nepal is set by reference to local labour market benchmarks and statutory minimum wage requirements, which differ significantly from the Dubai executive compensation framework.

3.8.2 Pakistan. Remuneration for Pakistan-based employees is set in Pakistani Rupees (PKR), with reference to local fintech and financial services benchmarks. Statutory benefits include EOBI (Employees' Old-Age Benefits Institution) contributions, SESSI/PESSI social security contributions (province-dependent), group life insurance as required under the Companies Act, and gratuity entitlements. The Group's Pakistan operating company shall comply with all applicable provincial and federal labour laws, including the Payment of Wages Act.

3.8.3 Bangladesh. Remuneration for Bangladesh-based employees is set in Bangladeshi Taka (BDT). The Group's Bangladesh entity shall comply with the Bangladesh Labour Act 2006 (as amended), including provisions on minimum wages, festival bonuses (two per year, each equivalent to one month's basic salary), and gratuity. Employee benefits shall include group health insurance and provident fund contributions where applicable.

3.8.4 Nepal. Remuneration for Nepal-based employees is set in Nepalese Rupees (NPR). The Group's Nepal entity shall comply with the Labour Act 2017 and relevant subsidiary regulations, including mandatory social security fund (SSF) contributions, festival allowances (Dashain bonus equivalent to one month's salary), and gratuity.

3.8.5 UAE (Dubai / DIFC). Dubai-based employees are compensated in UAE Dirhams (AED) or US Dollars, depending on contract. DIFC employees are subject to DIFC Employment Law (DIFC Law No. 2 of 2019, as amended) and the DIFC Workplace Savings Plan (DEWS), which replaces the end-of-service gratuity for DIFC employees enrolled after the scheme's effective date. Group health insurance is mandatory under UAE Federal Law.

3.8.6 Internal Equity. Whilst country-specific compensation levels are expected to differ materially, the Group shall maintain a group-wide job architecture and grading framework to ensure that internal equity is preserved at the level of job family, seniority level, and contribution. The CPO shall report to RemNomCo annually on internal pay equity, including cross-geography comparisons where relevant.

3.9 Annual Remuneration Review Process¶

3.9.1 The annual remuneration review cycle shall proceed as follows:

Stage	Activity	Responsibility	Timing
1	Market benchmark refresh	CPO / external advisor	September – October
2	Group KPI scorecard assessment (full-year)	CEO, CFO, Board	January (following year-end)
3	Individual OKR calibration	Line managers, CEO	January – February
4	Bonus pool determination	CFO, CEO, RemNomCo	February
5	Individual bonus awards	CEO (non-ELT), RemNomCo (ELT)	February – March
6	Base salary review and increases	CPO, CEO, RemNomCo	February – March
7	ESOP grant recommendations	RemNomCo	February – March
8	Board approval of ELT compensation	Board	March
9	Communication to employees	CPO, line managers	March – April
10	Gender pay and equity report	CPO, RemNomCo	April

3.9.2 Base salary increases (outside of promotions) shall not be automatic. The decision to award a general salary increase shall be made by RemNomCo, taking into account market movement, inflation in relevant jurisdictions, Group financial performance, and internal equity.

3.9.3 Promotions carry a salary review at the point of promotion, independent of the annual cycle. Promotional increases shall be sufficient to place the individual within the appropriate salary range for their new grade.

3.10 Disclosure and Transparency¶

3.10.1 The Group shall disclose remuneration information in accordance with applicable legal, regulatory, and corporate governance requirements, including:

DFSA Remuneration Code disclosure obligations for the DIFC-regulated entity, including aggregate remuneration for MRTs;
Singapore Companies Act disclosure requirements for directors' remuneration in the annual report;
Any disclosure obligations arising from future regulatory licences obtained by Group entities.

3.10.2 RemNomCo shall produce an annual Remuneration Report to the Board, covering:

A summary of remuneration outcomes for the prior year (aggregate bonus pool, ELT remuneration, NED fees);
ESOP grants made during the year (number of options, exercise price, total fair value);
MRT deferral, malus, and clawback activity during the year;
Gender pay gap analysis;
Compliance with the DFSA Remuneration Code;
Any exceptions approved under Section 9 of this Policy.

3.10.3 Individual compensation details are confidential. Employees are not required to keep their own remuneration confidential, but are expected to treat colleagues' remuneration as confidential information. Nothing in this Policy shall prevent employees from disclosing their remuneration for the purpose of asserting equal pay rights.

3.11 Gender Pay and Equal Pay Monitoring¶

3.11.1 The Group is committed to equal pay for equal work. No employee shall receive less favourable remuneration than a comparable employee of a different gender for the same or equivalent work.

3.11.2 The CPO shall conduct an equal pay audit annually, analysing base salary, bonus, and total compensation by gender, grade, and job family. Where unexplained pay gaps are identified, remediation shall be required within 12 months, with progress reported to RemNomCo.

3.11.3 The Group shall calculate and report the gender pay gap (mean and median, across base salary and total compensation) to RemNomCo annually. The Group's aspiration is to close the gender pay gap to within 5% at each grade level. Material or widening gaps shall be escalated to the Board with a remediation plan.

3.11.4 Gender pay monitoring shall extend to variable pay, bonus participation rates, and ESOP grant rates. The Group shall track whether variable pay and equity participation are equitably distributed across genders at each seniority level.

4. Roles and Responsibilities¶

Role	Responsibilities
Board of Directors	Approve this Policy and material amendments; approve ELT compensation on RemNomCo recommendation; approve ESOP grants; approve bonus pool; receive annual Remuneration Report; approve NED fees.
Board RemNomCo	Develop and maintain this Policy; set ELT compensation; determine ELT bonus awards; approve ESOP grants; oversee MRT remuneration and DFSA compliance; review gender pay report; make recommendations to the Board.
Chairman	Lead CEO compensation review; chair RemNomCo.
Chief Executive Officer	Recommend non-ELT salary ranges and bonus pools (for Board / RemNomCo approval); approve non-ELT individual bonus awards within approved pool; recommend ELT compensation to RemNomCo; ensure managers conduct fair and consistent performance reviews.
Chief Financial Officer	Size the bonus pool in the context of financial performance; ensure remuneration costs are within budget; confirm MRT deferral accounting; support DFSA disclosure.
Chief People Officer	Maintain job architecture, grade bands, and salary ranges; commission market benchmarking; coordinate annual review cycle; conduct equal pay audit; report gender pay gap to RemNomCo.
Chief Compliance Officer	Maintain MRT register; assess DFSA Remuneration Code compliance; advise on malus and clawback triggers; support regulatory disclosure.
Line Managers	Conduct performance assessments and OKR calibrations; make bonus and salary recommendations within approved frameworks; maintain confidentiality of remuneration information.
Employees	Engage in performance assessment process honestly; disclose any conflicts of interest related to remuneration; comply with confidentiality obligations.

5. Procedures¶

5.1 ESOP Grant Process¶

RemNomCo identifies grant recipients and recommended option volumes, with reference to the ESOP allocation pool approved by the Board.
The Group's legal counsel prepares grant documentation (Option Certificate, ESOP Rules, and any jurisdiction-specific tax addenda).
Board resolution approves the grant.
Option Certificates are issued to participants; participants sign and return acceptance confirmation.
The Company Secretary records grants in the ESOP register.
The CFO records the fair value of grants in the Group's financial accounts in accordance with IFRS 2.

5.2 Malus and Clawback Process¶

A trigger event is identified (by Internal Audit, Compliance, Legal, or any member of the ELT or Board).
The CCO presents a preliminary assessment to the CEO and RemNomCo Chair within five business days.
RemNomCo convenes (quorate in person or by video conference) to consider whether a formal malus or clawback investigation is warranted.
Where warranted, RemNomCo commissions an independent investigation. The individual concerned is notified and given an opportunity to respond.
RemNomCo presents findings and a recommendation to the Board.
The Board resolves to apply malus (cancellation of unvested awards) and/or clawback (recovery of previously paid amounts) or to take no action.
The Company Secretary documents the outcome and the CCO updates the MRT register.
Legal counsel pursues recovery of clawback amounts where the individual does not voluntarily repay.

5.3 Bonus Payment Process¶

CFO confirms the financial result and the funding of the bonus pool (post year-end).
CEO (for non-ELT) and RemNomCo (for ELT) confirm individual OKR ratings and conduct modifiers.
Individual bonus awards are finalised and documented.
RemNomCo recommends ELT bonus awards to the Board for approval.
Board approves the aggregate bonus pool and ELT awards.
Payroll processes bonus payments (net of tax withholding where required) in the agreed pay cycle.
Deferred portions (for MRTs) are documented in deferral agreements; the CFO records deferred awards in the Group's financial accounts.

6. Monitoring and Reporting¶

6.1 RemNomCo shall meet at least twice per year, with additional meetings as required to manage ESOP grants, annual review, or any malus/clawback matter.

6.2 The CCO shall provide RemNomCo with a written compliance assessment of the DFSA Remuneration Code annually, no later than 31 March of each year.

6.3 The CPO shall provide RemNomCo with a gender pay report annually, no later than 30 April of each year.

6.4 The CFO shall report to RemNomCo on total remuneration costs (as a percentage of revenue and headcount) quarterly.

6.5 RemNomCo shall produce an annual Remuneration Report to the Board, presented no later than 30 April of each year, covering all matters listed in Section 3.10.2.

6.6 The Company Secretary shall maintain the ESOP register and make it available to RemNomCo and the Board at each meeting.

7. Exceptions¶

7.1 Any deviation from this Policy - including off-cycle salary increases, guaranteed bonuses beyond one year, sign-on bonuses exceeding the thresholds in Section 3.5.6, or any remuneration arrangement that would conflict with the DFSA Remuneration Code - requires prior written approval.

7.2 Exceptions for non-ELT roles require approval by the CEO and CPO. Exceptions for ELT roles or MRTs require RemNomCo approval. Exceptions that may conflict with the DFSA Remuneration Code require RemNomCo approval and CCO sign-off.

7.3 All approved exceptions shall be recorded in a Remuneration Exceptions Register maintained by the CPO and reported to RemNomCo at each meeting.

Conflicts of Interest Policy (SGP-GOV-003)
Whistleblowing Policy (SGP-GOV-002)
Code of Conduct
Anti-Bribery and Corruption Policy
Employment Policy (country-specific addenda: UAE, Singapore, Pakistan, Bangladesh, Nepal, UK, Canada)
ESOP Rules (Board-approved, maintained by Company Secretary)
Performance Management Framework

9. Appendices¶

Appendix	Description	Classification
A	ESOP Rules (Summary)	Restricted
B	Material Risk Taker Register	Restricted
C	Grade Bands and Salary Ranges	Confidential
D	Annual Bonus OKR Calibration Guidance	Internal
E	Country Employment Addenda (summary)	Internal
F	Gender Pay Report Template	Internal
G	Remuneration Exceptions Register	Confidential

---¶

POLICY 2: WHISTLEBLOWING POLICY¶

SIMPAISA GROUP

WHISTLEBLOWING POLICY

Field	Detail
Document Reference	SGP-GOV-002
Version	1.0
Status	Active
Owner	Chief Compliance Officer / Global Head of Regulatory Affairs
Approver	Board of Directors
Effective Date	1 April 2026
Next Review Date	1 April 2027
Classification	Internal

Document Control¶

Revision History¶

Version	Date	Author	Changes
0.1	January 2026	Compliance / Legal	Initial draft
0.2	February 2026	CCO, Legal, HR	Internal review and revision
0.3	March 2026	CCO	Incorporation of DFSA and multi-jurisdictional requirements
1.0	April 2026	CCO / Board Audit and Risk Committee	Board-approved final version
		Owner: Shoukat Bizinjo, Global Head of Regulatory Affairs / CCO

Distribution¶

This policy applies to and must be made available to all employees, contractors, and third parties engaged with any Simpaisa Group entity. It is published on the internal policy management system and, in summary form, on the external-facing vendor and partner portal. Country-specific versions or translations shall be maintained where required by local law.

Conflicts of Interest Policy (SGP-GOV-003)
Remuneration Policy (SGP-GOV-001)
Anti-Bribery and Corruption Policy
Code of Conduct
Data Protection and Privacy Policy
Incident Management Policy

1. Purpose and Scope¶

1.1 Purpose¶

This Whistleblowing Policy ("Policy") establishes the framework through which individuals associated with Simpaisa Group ("Simpaisa" or "the Group") may raise concerns about wrongdoing, regulatory breaches, financial crime, or other misconduct - safely, confidentially, and without fear of retaliation - and sets out how the Group will receive, investigate, and resolve such concerns.

The Group is committed to the highest standards of integrity, ethical conduct, and regulatory compliance across all its operations. Wrongdoing or misconduct that goes unreported causes direct harm to customers, counterparties, employees, and the integrity of the financial system. An effective whistleblowing mechanism is both a legal obligation in several of the Group's jurisdictions and a fundamental component of sound corporate governance.

This Policy satisfies requirements arising from, amongst others:

The DFSA Whistleblower Protection Regime (GEN Module, Chapter 9) applicable to the Group's DIFC-regulated entity;
The UK Public Interest Disclosure Act 1998 (PIDA), as it applies to the Group's UK entity and any individuals performing functions in the United Kingdom;
The Financial Conduct Authority (FCA) whistleblowing rules (SYSC 18) applicable to the UK entity;
The Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and associated FINTRAC regulations applicable to the Group's Canadian entity, including obligations to maintain internal reporting and protected disclosure channels for AML/ATF concerns;
The Monetary Authority of Singapore (MAS) guidelines on fair dealing and conduct applicable to the Singapore HoldCo;
Applicable employment law across Pakistan, Bangladesh, Nepal, Iraq, and the UAE.

1.2 Scope¶

This Policy applies to all individuals who work for or with Simpaisa Group, including:

All permanent and fixed-term employees of any Simpaisa Group entity, regardless of jurisdiction;
All contractors, agency workers, consultants, and secondees engaged by any Group entity;
Suppliers, vendors, business partners, and agents who have a contractual relationship with any Group entity;
Former employees who become aware of concerns relating to their period of employment.

This Policy extends to conduct occurring within any Simpaisa entity or involving any Simpaisa employee, agent, or representative, regardless of where that conduct occurs geographically.

2. Definitions¶

Term	Definition
ARC	Board Audit and Risk Committee.
CCO	Chief Compliance Officer / Global Head of Regulatory Affairs - the primary owner and designated Whistleblowing Officer for the Group: Shoukat Bizinjo.
Disclosure	A report or communication made under this Policy raising a concern about wrongdoing or a qualifying matter.
DFSA	Dubai Financial Services Authority.
FCA	Financial Conduct Authority (United Kingdom).
FINTRAC	Financial Transactions and Reports Analysis Centre of Canada.
Good Faith	A disclosure made honestly on the basis of a genuine belief that the information and any allegation in it are substantially true, even if the concern proves unfounded.
Material Risk Taker	An individual whose activities have a material impact on the risk profile of the DIFC-regulated entity, as defined by the DFSA Remuneration Code and the MRT register maintained by the CCO.
PCMLTFA	Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).
PIDA	Public Interest Disclosure Act 1998 (United Kingdom).
Protected Disclosure	A qualifying disclosure made in good faith that entitles the whistleblower to protection from retaliation under this Policy and applicable law.
Qualifying Disclosure	A disclosure of information that the whistleblower reasonably believes evidences one of the matters listed in Section 3.1.
Retaliation	Any adverse treatment of a whistleblower in connection with their having made, or being suspected of having made, a disclosure under this Policy.
Whistleblower	An individual who makes a qualifying disclosure under this Policy.
Whistleblowing Officer	The designated individual responsible for receiving, triaging, and managing whistleblowing disclosures - the CCO / Global Head of Regulatory Affairs.
Working Day	A day other than a Saturday, Sunday, or public holiday in the jurisdiction of the relevant entity receiving a disclosure.

3. Policy Statements¶

3.1 Qualifying Matters¶

3.1.1 A qualifying disclosure is one that, in the reasonable belief of the whistleblower, evidences any of the following matters ("Qualifying Matters"):

Financial crime: Money laundering, terrorist financing, fraud, theft, bribery, corruption, or market abuse involving any person connected with the Group;
Regulatory breach: A breach of any applicable financial services regulation or licence condition in any jurisdiction in which the Group operates, including DFSA, FCA, MAS, SBP, Bangladesh Bank, NRB, FINTRAC, or any other applicable regulator;
Sanctions violations: Circumvention of or non-compliance with applicable sanctions regimes (OFAC, UN, EU, UK, UAE);
Data protection and privacy: Unlawful processing of personal data, material breach of applicable data protection law, or concealment of a data breach;
Health and safety: A risk to the health, safety, or welfare of any person arising from a failure to comply with applicable law or the Group's own health and safety obligations;
Misconduct and unethical conduct: Serious breaches of the Group's Code of Conduct, including conflicts of interest not properly disclosed or managed, harassment, discrimination, or abuse of power;
Accounting and financial reporting: Falsification of financial records, misleading financial reporting, or material misstatement of accounts;
Environmental matters: A breach of applicable environmental law or regulation where connected to the Group's operations;
Cover-up: Any deliberate concealment of any of the above matters.

3.1.2 The concern does not need to be proven at the point of disclosure. The whistleblower needs only a reasonable belief that the information is substantially true. Concerns raised in good faith that prove to be unfounded will not be treated adversely.

3.1.3 Concerns that relate solely to personal employment grievances (pay disputes, performance reviews, working conditions) do not constitute qualifying disclosures under this Policy and should be raised through the Group's grievance procedures. The CCO shall redirect misdirected disclosures to the appropriate process.

3.2 Reporting Channels¶

3.2.1 Internal Channels. The Group provides the following internal reporting channels:

Channel	Contact Details	Availability
Whistleblowing Officer (named contact)	Shoukat Bizinjo, CCO / Global Head of Regulatory Affairs - [email protected]	Business hours; emergency contact details held by the ARC Chair
Anonymous Digital Hotline	Hosted on an independent third-party platform (URL and access details published on the internal policy portal); no identifying information is collected unless voluntarily provided	24 / 7
Anonymous Physical Post	Addressed to the Whistleblowing Officer, marked "Strictly Private and Confidential - Whistleblowing Disclosure", to the DIFC office address	Ongoing
Board Audit and Risk Committee Chair	Direct written disclosure to the ARC Chair, via the Company Secretary, where the concern involves the CCO or senior management	As required

3.2.2 External Reporting Channels. Whistleblowers have the right to report concerns directly to relevant regulators and external bodies. This right is preserved regardless of whether an internal disclosure has been made. External channels include:

Jurisdiction / Body	Contact
DFSA (DIFC)	via.dfsa.ae - the DFSA's online reporting portal
FCA (United Kingdom)	Report online at fca.org.uk/contact; dedicated whistleblowing line: 020 7066 9200
FINTRAC (Canada)	Reporting channels for AML/ATF concerns: fintrac.gc.ca
MAS (Singapore)	mas.gov.sg/contact - MAS feedback and reporting portal
SBP (Pakistan)	SBP whistleblowing / complaint portal: sbp.org.pk
Bangladesh Bank	bb.org.bd - complaint and reporting portal
Nepal Rastra Bank	nrb.org.np

3.2.3 The Group shall not discourage, penalise, or take adverse action against any individual who makes a disclosure to an external regulatory body, whether or not they have first used the internal reporting channels.

3.3 Anonymity and Confidentiality¶

3.3.1 Whistleblowers may make disclosures anonymously. The Group's anonymous digital hotline is operated by an independent third-party provider and is configured to prevent the capture or logging of personally identifying information (including IP addresses) without the whistleblower's consent.

3.3.2 Where a whistleblower identifies themselves, the identity of the whistleblower shall be kept strictly confidential and shall not be disclosed to any person outside the investigation team without the whistleblower's explicit consent, except:

Where disclosure is required by applicable law or regulation;
Where the whistleblower has consented to disclosure;
Where the concern cannot be investigated effectively without disclosure (in which case the whistleblower shall be informed in advance and given the opportunity to withdraw the disclosure).

3.3.3 All disclosures received and the identity of any named whistleblower shall be stored in a secure, access-controlled whistleblowing case management system, separate from standard HR and compliance records. Access shall be limited to the CCO, the ARC Chair, and such members of the investigation team as are strictly necessary.

3.3.4 The investigation of a disclosure shall be conducted in a manner that preserves the confidentiality of the whistleblower and does not create a reasonable risk of identification through the nature of the questions asked or the documents sought from other parties.

3.4 Anti-Retaliation Provisions¶

3.4.1 The Group prohibits retaliation against any person who makes a qualifying disclosure in good faith, participates in an investigation under this Policy, or is believed to have made or be considering making a disclosure.

3.4.2 Retaliation includes, without limitation:

Dismissal, redundancy, or non-renewal of contract;
Demotion, reduction in salary, or withholding of bonus;
Harassment, bullying, or intimidation;
Exclusion from meetings, projects, or career opportunities;
Negative performance reviews or disciplinary action not based on legitimate performance concerns;
Any other act or omission that has the effect of deterring protected disclosures.

3.4.3 Any employee who subjects a whistleblower to retaliation shall be subject to disciplinary action, up to and including dismissal. Where retaliation by a third party or contractor is identified, the Group shall take appropriate contractual action.

3.4.4 Where a whistleblower believes they are experiencing or are at risk of retaliation, they may notify the CCO, the ARC Chair, or any member of the Board directly. The CCO shall take immediate protective measures, which may include separation of duties, change of reporting line, or other operational adjustments, pending investigation.

3.4.5 Protections under this Policy are without prejudice to and supplement applicable statutory protections, including PIDA (UK) and DFSA whistleblower protection provisions.

3.4.6 The Group acknowledges that in certain jurisdictions, particularly Pakistan, Bangladesh, and Nepal, cultural barriers to reporting and fear of retaliation may be heightened. Country heads and the CCO shall ensure that employees in these jurisdictions are specifically trained on the availability of the anonymous hotline and their legal protections.

3.5 Investigation Process¶

3.5.1 Receipt and Triage (0–5 Working Days). Upon receipt of a disclosure, the CCO shall:

Acknowledge receipt to the whistleblower (where the whistleblower has identified themselves or has provided a means of contact) within two working days;
Conduct an initial triage assessment to determine:
Whether the disclosure constitutes a qualifying disclosure under this Policy;
The apparent severity and credibility of the concern;
Whether the concern involves members of the CCO's team, the ELT, or the Board (which triggers escalation to the ARC Chair);
Whether immediate protective action is required (e.g., suspension of a process, notification to a regulator, or preservation of evidence);
Whether the concern triggers a regulatory reporting obligation.

3.5.2 Escalation Trigger. The CCO shall immediately escalate to the ARC Chair where the disclosure:

Involves alleged misconduct by the CEO, CFO, or CCO;
Involves alleged regulatory breach that may trigger an obligation to self-report to a regulator;
Is assessed as presenting a high risk of financial loss, regulatory sanction, or reputational damage;
Involves an alleged criminal offence.

3.5.3 Investigation (5–45 Working Days). Following triage:

The CCO shall appoint an investigation lead. For serious matters, the investigation lead shall be independent of the business area concerned and may be an external lawyer, forensic accountant, or other qualified specialist;
The investigation shall be conducted in accordance with principles of natural justice: allegations shall be documented; the subject of the allegations shall be given a fair opportunity to respond (except where doing so would compromise the investigation or destroy evidence); findings shall be evidence-based;
All investigation activity, interviews, documents reviewed, and findings shall be documented in a secure case file;
The investigation shall be completed within 45 working days of initiation, or such longer period as is justified by the complexity of the matter (with ARC Chair approval for extensions);
The CCO shall provide the ARC Chair with a status update at the midpoint of each investigation, regardless of whether escalation has been triggered.

3.5.4 Outcome and Closure. Upon completion of the investigation:

The CCO shall prepare a written investigation report setting out the findings, conclusions, and recommended actions;
The report shall be provided to the ARC Chair and, where relevant, the full Board;
Recommended actions may include disciplinary proceedings, remediation of processes, regulatory notification, law enforcement referral, or no further action;
The whistleblower shall be informed of the outcome of the investigation to the extent consistent with confidentiality obligations and applicable law;
The case shall be closed in the whistleblowing case management system, with all records retained in accordance with Section 3.6 below.

3.5.5 Regulatory Notification. Where the investigation reveals or confirms a breach that must be reported to a regulator, the CCO shall manage the regulatory notification process in accordance with applicable law and the Group's regulatory reporting procedures. The Board shall be informed prior to any regulatory notification, except where the urgency of the reporting obligation prevents this.

3.6 Record Keeping and Reporting¶

3.6.1 The CCO shall maintain a Whistleblowing Case Register in a secure system, recording:

A unique case reference for each disclosure received;
The date of receipt;
A high-level description of the concern (not the full disclosure, to preserve confidentiality);
The triage outcome;
The investigation status and outcome;
Any regulatory notifications made;
Any disciplinary or remediation actions taken.

3.6.2 Whistleblowing case records shall be retained for a minimum of seven years from the date of case closure, or such longer period as required by applicable law or regulation. Records relating to DFSA matters shall be retained in accordance with DFSA record-keeping requirements.

3.6.3 Annual Report to the Board. The CCO shall submit an annual Whistleblowing Report to the Board (via the ARC), covering:

The total number of disclosures received in the period, categorised by type of concern;
The number of disclosures investigated and closed;
The outcomes of investigations (substantiated, unsubstantiated, ongoing);
Any regulatory notifications made;
Any retaliation complaints received and their outcomes;
Themes and systemic issues identified;
Training completion rates;
Recommendations for improvement of the whistleblowing framework.

3.7 Regulatory Requirements¶

3.7.1 DFSA (DIFC). The Group's DIFC-regulated entity is subject to the DFSA's whistleblower protection provisions under GEN Chapter 9. The entity shall maintain whistleblowing arrangements consistent with DFSA requirements, including the designation of a senior individual responsible for receiving disclosures and the prohibition on taking adverse action against DFSA whistleblowers. The Group shall not include in any employment contract or settlement agreement any provision that restricts an individual's right to disclose matters to the DFSA.

3.7.2 UK (PIDA / FCA). The Group's UK entity is subject to PIDA and the FCA's whistleblowing rules (SYSC 18). The UK entity shall maintain a "whistleblowers' champion" at senior manager level (for FCA purposes) and shall ensure that all UK employees are aware of their right to report concerns directly to the FCA. Settlement agreements in the UK shall contain FCA-standard whistleblowing carve-outs. The Group shall submit an annual whistleblowing data report to the FCA in the format and by the deadline specified by the FCA from time to time.

3.7.3 Canada (PCMLTFA). The Group's Canadian entity is subject to FINTRAC's requirements under the PCMLTFA. The Canadian entity shall maintain internal reporting procedures that allow employees to report AML/ATF concerns without fear of retaliation, consistent with PCMLTFA obligations. The designated AML compliance officer for the Canadian entity shall receive and manage disclosures relating to money laundering and terrorist financing within that entity.

3.7.4 Singapore. The Group's Singapore HoldCo shall maintain whistleblowing arrangements consistent with MAS guidelines and the Singapore Companies Act, including effective reporting channels for shareholders and employees.

3.8 Training Requirements¶

3.8.1 All employees across all nine Group entities shall receive whistleblowing training upon joining (as part of onboarding) and annually thereafter.

3.8.2 Training shall cover:

The Group's commitment to speaking up and freedom from retaliation;
What constitutes a qualifying disclosure and how to make one;
All available reporting channels, with emphasis on the anonymous hotline;
Protection available to whistleblowers under this Policy and applicable law;
What happens when a disclosure is made (the investigation process);
Country-specific regulatory rights and external reporting channels.

3.8.3 Training shall be available in English and, where practicable, in local languages for jurisdictions where a significant proportion of employees are not English-language proficient (specifically Urdu/Punjabi for Pakistan, Bengali for Bangladesh, Nepali for Nepal).

3.8.4 Training completion shall be tracked by the CCO. Completion rates shall be reported to the ARC annually. A completion rate of 95% across all entities is the minimum expected standard.

3.8.5 The CCO shall provide bespoke training to the ARC and the full Board annually on the Group's whistleblowing obligations and any material developments in applicable law or regulatory expectations.

4. Roles and Responsibilities¶

Role	Responsibilities
Board of Directors	Approve this Policy; receive and act on the annual Whistleblowing Report; provide ultimate oversight of the integrity of the whistleblowing framework; ensure the ARC is properly constituted and empowered.
Board Audit and Risk Committee (ARC)	Receive escalated disclosures; commission investigations where the CCO is conflicted; review the annual Whistleblowing Report; oversee the independence and effectiveness of the whistleblowing function.
ARC Chair	Serve as the escalation point for disclosures involving the CCO or senior management; receive direct disclosures from the Board; commission independent investigations as necessary.
Chief Compliance Officer / Global Head of Regulatory Affairs (Shoukat Bizinjo)	Act as Whistleblowing Officer; own this Policy; receive and triage disclosures; manage investigations; report to the ARC; ensure regulatory compliance; oversee training.
Chief Executive Officer	Champion the Group's speak-up culture; ensure managers are not creating an environment that deters disclosure; receive escalated systemic findings from the CCO; cooperate with investigations.
Chief People Officer	Manage retaliation complaints involving HR matters; support investigation processes; ensure whistleblowing training is embedded in onboarding and annual training plans.
Country Heads	Ensure employees in their jurisdiction are aware of their rights and reporting channels; manage local language requirements; cooperate with investigations; report concerns to the CCO.
Line Managers	Never deter, penalise, or retaliate against employees who raise concerns; direct employees to this Policy when concerns are raised informally; cooperate fully with investigations.
All Employees and Third Parties	Report qualifying concerns promptly; make disclosures in good faith; cooperate with investigations; maintain confidentiality about disclosures and investigations of which they become aware.

5. Procedures¶

5.1 Making a Disclosure¶

The disclosing individual selects an appropriate reporting channel (see Section 3.2).
The individual provides as much detail as possible: the nature of the concern, names of individuals involved, dates and locations of relevant events, and any supporting evidence or documentation.
If using the named contact channel, the CCO acknowledges receipt within two working days.
If using the anonymous hotline, the individual receives a case reference number that enables follow-up communication without revealing their identity.

5.2 Triage Process¶

CCO reviews the disclosure and assigns it a risk rating (High / Medium / Low) based on the nature of the concern, apparent credibility, and potential impact.
CCO determines whether immediate protective or regulatory action is required.
CCO determines whether the matter must be escalated to the ARC Chair (per Section 3.5.2).
CCO records the disclosure in the Whistleblowing Case Register.
CCO assigns an investigation lead and establishes terms of reference for the investigation.

5.3 Investigation Process¶

See Section 3.5. The CCO shall maintain a standard investigation protocol document, approved by the ARC, setting out detailed procedural steps for different categories of disclosure.

5.4 Retaliation Complaint Process¶

Whistleblower (or third party on their behalf) reports suspected retaliation to the CCO, ARC Chair, or any Board member.
CCO (or ARC Chair, if the CCO is conflicted) immediately assesses whether interim protective measures are required.
CCO investigates the retaliation complaint independently of any underlying disclosure investigation.
Where retaliation is substantiated, the CCO recommends disciplinary action and/or remediation measures to the CEO or Board as appropriate.
Outcome is recorded in the Case Register.

6. Monitoring and Reporting¶

6.1 The CCO shall review the Whistleblowing Case Register monthly to identify patterns, systemic issues, and trends.

6.2 Quarterly: The CCO shall report to the ARC on the status of all open cases and the number of new disclosures received in the quarter.

6.3 Annually: The CCO shall submit the annual Whistleblowing Report to the Board (via the ARC) in accordance with Section 3.6.3.

6.4 Training completion rates shall be reported to the ARC at each meeting.

6.5 This Policy shall be reviewed annually by the CCO and updated to reflect changes in applicable law, regulatory requirements, or the Group's operating model. Revised versions require Board approval.

7. Exceptions¶

7.1 There are no exceptions to the core protections afforded to whistleblowers under this Policy. The prohibition on retaliation is absolute.

7.2 The CCO may determine, at their discretion, that a disclosure should be handled outside the standard investigation timeline (e.g., due to the urgency of the matter, complexity, or the need to engage external specialists). Any variation to the standard process shall be documented and approved by the ARC Chair.

7.3 Where applicable law in a jurisdiction imposes requirements stricter than or inconsistent with this Policy, the stricter requirement shall apply within that jurisdiction. The CCO shall maintain a register of jurisdiction-specific derogations.

Conflicts of Interest Policy (SGP-GOV-003)
Remuneration Policy (SGP-GOV-001)
Code of Conduct
Anti-Bribery and Corruption Policy
Data Protection and Privacy Policy
Disciplinary and Grievance Policy
AML / CFT Policy

9. Appendices¶

Appendix	Description	Classification
A	Anonymous Hotline Access Details and Provider Information	Internal
B	Whistleblowing Case Register Template	Restricted
C	Standard Investigation Protocol	Confidential
D	Annual Whistleblowing Report Template	Internal
E	Jurisdiction-Specific Regulatory Obligations Summary	Internal
F	Training Materials and Completion Tracking Framework	Internal

---¶

POLICY 3: CONFLICTS OF INTEREST POLICY¶

SIMPAISA GROUP

CONFLICTS OF INTEREST POLICY

Field	Detail
Document Reference	SGP-GOV-003
Version	1.0
Status	Active
Owner	Company Secretary / Chief Compliance Officer
Approver	Board of Directors
Effective Date	1 April 2026
Next Review Date	1 April 2027
Classification	Internal

Document Control¶

Revision History¶

Version	Date	Author	Changes
0.1	January 2026	Legal / Compliance	Initial draft
0.2	February 2026	Company Secretary, CCO, Legal	Internal review and revision
0.3	March 2026	CCO	Incorporation of DFSA GEN Module requirements
1.0	April 2026	Company Secretary / Board	Board-approved final version

Distribution¶

This policy is distributed to all members of the Board of Directors, all members of the Executive Leadership Team, all employees, and all contractors. Directors and ELT members are required to confirm their receipt and understanding of this Policy in writing upon appointment and annually thereafter. The Policy is published on the internal policy management system.

Remuneration Policy (SGP-GOV-001)
Whistleblowing Policy (SGP-GOV-002)
Code of Conduct
Anti-Bribery and Corruption Policy
Related Party Transactions Policy
Outsourcing and Third-Party Management Policy (SGP-OPS-002)
Data Governance Policy (SGP-CDO-001)

1. Purpose and Scope¶

1.1 Purpose¶

This Conflicts of Interest Policy ("Policy") establishes the framework through which Simpaisa Group ("Simpaisa" or "the Group") identifies, declares, assesses, manages, and monitors conflicts of interest affecting its Board of Directors, Executive Leadership Team (ELT), employees, and contractors - and ensures that such conflicts do not compromise the Group's obligations to its customers, counterparties, regulators, or shareholders.

Conflicts of interest are inherent in any complex, multi-entity financial services organisation. The existence of a conflict is not in itself a breach of this Policy; failure to disclose a conflict, or acting on a conflict without authorisation, is. The Group's approach is one of transparency, proportionate management, and ongoing vigilance - not prohibition of all external relationships.

This Policy satisfies obligations arising from, amongst others:

The DFSA Rulebook, in particular the GEN Module (Chapter 3 - Conflicts of Interest), applicable to the Group's DIFC-regulated entity and its DFSA Category 3D licence application;
The MAS Guidelines on Corporate Governance applicable to the Singapore HoldCo;
The Singapore Companies Act (Cap. 50) - related party transaction provisions;
The UK Companies Act 2006 - director duty to avoid conflicts of interest (s.175);
The Group's own corporate governance framework as established in the Shareholders' Agreement and Articles of Association of Simpaisa Holdings Pte Ltd.

1.2 Scope¶

This Policy applies to:

All members of the Board of Directors of Simpaisa Holdings Pte Ltd and all subsidiary boards;
All members of the Executive Leadership Team;
All employees of any Simpaisa Group entity, regardless of seniority or jurisdiction;
All contractors, consultants, agents, and secondees engaged by any Group entity who are involved in decision-making, procurement, customer dealings, or access to material non-public information;
Related party transactions, regardless of entity or jurisdiction.

2. Definitions¶

Term	Definition
Actual Conflict	A situation in which an individual's personal interest directly conflicts with their duty to the Group, such that acting in their personal interest would or does compromise their performance of that duty.
ARC	Board Audit and Risk Committee.
Chinese Wall	An information barrier designed to prevent the flow of material non-public information between different parts of the organisation, to prevent the misuse of such information and to manage conflicts of interest.
Company Secretary	The individual appointed as Company Secretary of Simpaisa Holdings Pte Ltd, responsible for maintaining the Conflicts Register and supporting Board governance.
Conflicts Register	The Group's central register of declared conflicts of interest, maintained by the Company Secretary.
Connected Person	In relation to a director or employee: their spouse, civil partner, domestic partner, children, parents, siblings, and any entity in which they hold (directly or indirectly) a 10% or more interest or over which they exercise material influence or control.
DFSA	Dubai Financial Services Authority.
ELT	Executive Leadership Team.
Material Non-Public Information (MNPI)	Information that is not generally available and which, if it were generally available, would be likely to have a material effect on the price or value of a financial instrument or the business of the Group or its counterparties.
Outside Employment	Any paid or unpaid work, directorship, consultancy, advisory role, or other professional engagement undertaken by an employee outside of their employment with the Group.
Perceived Conflict	A situation that a reasonable third party, with knowledge of the relevant facts, would consider to be a conflict of interest, even if the individual involved does not believe their judgement or conduct is actually compromised.
Personal Interest	Any financial, professional, personal, or other interest of the individual, or of a Connected Person, that could influence or appear to influence the individual's judgement or conduct in the performance of their duties to the Group.
Potential Conflict	A situation that could develop into an actual conflict if circumstances change or if the individual takes a particular course of action.
Related Party	In relation to any Group entity: a director or officer of that entity; any shareholder holding 5% or more of shares in any Group entity; any Connected Person of any of the foregoing; and any entity controlled by any of the foregoing.
Related Party Transaction	Any transaction, arrangement, or agreement between any Group entity and a Related Party, or that a Related Party has a material interest in.
Recusal	The act of an individual removing themselves from participation in a decision, discussion, or vote in which they have a declared conflict of interest.

3. Policy Statements¶

3.1 Categories of Conflict¶

3.1.1 The Group recognises three categories of conflict:

Actual conflicts: Situations where a conflict currently exists and is directly impacting or would directly impact an individual's ability to act in the best interests of the Group and its customers.
Potential conflicts: Situations where a conflict may arise in the future due to the individual's current roles, relationships, or investments.
Perceived conflicts: Situations that a reasonable observer would regard as a conflict, regardless of whether the individual's judgement is actually impaired.

3.1.2 All three categories must be declared and managed under this Policy. The absence of actual financial loss or demonstrable bias does not excuse the failure to declare a perceived or potential conflict.

3.2 Board Conflicts¶

3.2.1 General Principle. Directors of Simpaisa Holdings Pte Ltd and subsidiary boards owe fiduciary duties to the company. Where a director has a personal interest in any matter being considered by the Board, that interest must be declared, and the director shall ordinarily be required to recuse themselves from any discussion or vote on that matter.

3.2.2 Related Party Transactions - General. Any transaction, agreement, or arrangement between any Simpaisa Group entity and a Related Party must be disclosed to the Board and, where the transaction is material (as defined in Section 3.7), requires Board approval (with conflicted directors recused).

3.2.3 Nadeem Hussain - Planet N / Easypaisa Connection. The Chairman, Nadeem Hussain, has prior executive association with Planet N Group and Telenor Microfinance Bank (Easypaisa). The Group operates in corridors and markets where Easypaisa and associated Planet N entities may be counterparties, competitors, or potential partners. Accordingly:

The Chairman shall declare this connection in the Conflicts Register upon adoption of this Policy and shall refresh the declaration annually;
The Chairman shall recuse himself from any Board discussion, decision, or vote relating to a transaction or strategic relationship that directly involves Easypaisa, Planet N, or any subsidiary or affiliate of those entities, unless the Board (excluding the Chairman) resolves by majority that the conflict does not arise in the specific context;
Where a proposed transaction or partnership with Easypaisa or Planet N is presented to the Board, it shall be assessed by an independent sub-committee of non-conflicted directors, with findings presented to the full Board.

3.2.4 Yassir Pasha - CEO and Shareholder. Yassir Pasha serves as both CEO and a director and shareholder of Simpaisa Holdings Pte Ltd. This creates a structural conflict between his executive interests (compensation, control, operational authority) and his fiduciary duties as a director. This conflict is managed as follows:

Pasha's compensation and performance evaluation are determined by RemNomCo and the Board, without his participation;
Any matter relating to his employment terms, bonus, equity, or departure shall be decided by the independent directors;
As a shareholder, Pasha's voting rights are governed by the Shareholders' Agreement; this Policy does not override shareholder rights, but does require disclosure and recusal at the Board level for matters where his interests as a shareholder diverge from those of the Group.

3.2.5 Equity Investments - aamarPay and YAP. The Group holds, or has held, equity investments in aamarPay (Bangladesh) and YAP (UAE). These investments may create conflicts in circumstances where:

The Group is entering into commercial arrangements with aamarPay or YAP as service providers, partners, or intermediaries;
The Group is considering making additional investments in or divestments from these entities;
Information about aamarPay or YAP comes into the possession of Group employees in their capacity as the investing entity.

Management of these conflicts:

The nature and scale of the Group's investment in each entity shall be disclosed in the Conflicts Register;
Any proposed commercial arrangement between a Simpaisa entity and aamarPay or YAP shall be assessed by the CCO for conflict risk prior to the commencement of negotiations;
Material commercial arrangements shall require Board approval, with directors who have a personal interest in the invested entity recusing themselves;
Employees of the Group who hold board observer or director seats in aamarPay or YAP as the Group's representative shall comply with the information barrier provisions of Section 3.5.

3.2.6 Board General - Disclosure and Recusal. At each Board meeting, the agenda shall include a standing item for directors to declare any interests in matters to be discussed. The Company Secretary shall maintain a record of each declaration in the Board minutes and in the Conflicts Register. Where a director is uncertain whether a conflict exists, they shall disclose the potential conflict and seek guidance from the Company Secretary or CCO prior to the relevant discussion.

3.3 Executive Conflicts¶

3.3.1 CDO - Vendor Selection. The Chief Digital Officer (Daniel O'Reilly) has oversight of technology, product, and data functions, including involvement in the selection, evaluation, and management of technology vendors, infrastructure providers, and third-party software providers. Where the CDO has a personal relationship (friendship, prior employment, co-investment, or family connection) with a principal or senior employee of a vendor or prospective vendor, this shall be declared as a conflict:

Declaration shall be made to the Company Secretary and CCO immediately upon identification;
The CDO shall recuse himself from any final procurement decision involving that vendor;
The relevant procurement process shall be documented to demonstrate that it was conducted independently and that the vendor selection was made on merit;
The COO or CFO (as appropriate to the procurement) shall serve as the senior approver in place of the CDO for that procurement.

3.3.2 Country Heads - Local Business Interests. Country heads are senior employees with significant local market knowledge and relationships. Where a country head holds a directorship, equity interest, or advisory role in a local business that operates in the same market as Simpaisa's country entity, a conflict may arise. Such interests shall be declared and managed as follows:

Country heads shall complete a full declaration of outside interests upon appointment and annually thereafter;
Any outside role that involves a business that is or could become a customer, supplier, competitor, or counterparty of the relevant Simpaisa entity must be approved by the CEO and CCO;
Where a conflict is identified between the outside interest and the individual's duties as country head, the CCO shall determine whether the interest must be divested, the individual must step down from the outside role, or a management arrangement (such as recusal from specific decisions) is sufficient.

3.3.3 ELT - General. All ELT members shall:

Declare outside directorships, advisory roles, significant equity investments, and consultancy arrangements to the Company Secretary annually and upon any change;
Obtain prior written approval from the CEO (or, for the CEO, from the Board) before accepting any outside directorship, significant advisory role, or equity investment that could give rise to a conflict;
Recuse themselves from any ELT discussion or decision in which a declared conflict is relevant;
Not use their position within the Group, or information obtained through their role, for personal benefit or for the benefit of a Connected Person.

3.4 Employee and Contractor Conflicts¶

3.4.1 Outside Employment. Employees shall not undertake outside employment, whether paid or unpaid, without prior written approval from their line manager and the CCO (for roles with access to MNPI or involving regulated activities) or their line manager and the CPO (for other roles). Approval shall be refused or withdrawn where the outside employment:

Involves a competitor, customer, supplier, or counterparty of any Simpaisa entity;
Would require the employee to devote time or attention that materially impairs their performance of their duties to the Group;
Creates a conflict of interest that cannot be adequately managed;
Involves regulated financial services activity in a jurisdiction where the employee is not licensed.

3.4.2 Personal Trading and Investments. Employees with access to MNPI regarding the Group's business, counterparties, or investee companies are subject to restrictions on personal trading in financial instruments connected to those parties. The CCO shall maintain and communicate a personal account dealing policy (which may be incorporated within this Policy or issued as a separate standard) setting out specific pre-clearance, blackout, and reporting requirements for relevant employees.

3.4.3 Gifts and Hospitality. Employees shall not solicit or accept gifts, hospitality, or other benefits from any third party where doing so could create a conflict of interest, compromise their judgement, or create an obligation (actual or perceived). The Group's Anti-Bribery and Corruption Policy sets out the applicable thresholds and pre-clearance requirements for gifts and hospitality. Any gift or hospitality received above the policy threshold shall be declared to the line manager and recorded in the Gifts and Hospitality Register maintained by the CCO.

3.4.4 Personal Relationships. Employees in a romantic or close personal relationship with another employee who is in their direct reporting line, or with whom they have a significant commercial relationship (e.g., a vendor relationship), shall declare this to the CPO and CCO. Where such a relationship exists, reporting line arrangements shall be reviewed to ensure that neither party is supervising the other, and that the relationship does not influence remuneration or other employment decisions.

3.4.5 Family and Connected Persons. Employees shall disclose any situation in which a family member or Connected Person is employed by, has a significant commercial relationship with, or holds a directorship in a business that has or is seeking a commercial relationship with any Simpaisa entity.

3.5 Chinese Walls and Information Barriers¶

3.5.1 Where the nature of the Group's activities requires that different teams or individuals have access to different categories of MNPI - such as information about pending transactions, fundraising activity, or strategic partnerships - the CCO shall implement information barriers (Chinese walls) to prevent the flow of that information between those teams.

3.5.2 Specific information barriers shall be implemented in the following circumstances:

Between employees representing the Group's investor interests in aamarPay or YAP (who have access to board-level financial information about those entities) and employees who manage commercial relationships or negotiations with those entities;
Between employees working on fundraising or M&A activity and those not involved in such activity;
Between the compliance and legal functions (which may hold investigation-related MNPI) and other business functions;
In any other circumstance identified by the CCO as giving rise to a risk of MNPI misuse or conflict.

3.5.3 Information barriers shall be documented, communicated to relevant employees, and enforced through access controls, physical or logical separation of workspaces, and restrictions on electronic communication. The CDO shall implement technical controls (e.g., system access permissions, communication platform configurations) to support information barrier requirements specified by the CCO.

3.5.4 Breaches of information barriers - including inadvertent disclosure of MNPI across a barrier - shall be reported immediately to the CCO and treated as a potential conflict or market abuse incident, subject to investigation under the Whistleblowing Policy.

3.6 Declaration and Registration Process¶

3.6.1 Annual Declaration. All directors, ELT members, and employees shall complete an annual conflicts of interest declaration on a form prescribed by the Company Secretary. The annual declaration cycle shall close by 31 January of each year (covering the preceding 12 months and disclosing all current interests). New joinders shall complete a declaration within five working days of commencement.

3.6.2 Event-Driven Disclosure. In addition to annual declarations, individuals must make an immediate event-driven disclosure to the Company Secretary (and CCO, for regulated matters) whenever a new conflict arises or an existing conflict materially changes. Event-driven disclosure shall be made no later than two working days after the individual becomes aware of the conflict.

3.6.3 Form of Declaration. Declarations shall be made on the standard Conflicts of Interest Declaration Form (Appendix A), covering:

Outside directorships and employment;
Equity investments above a de minimis threshold (1% or more of any class of shares in any entity that has or could have a commercial relationship with the Group);
Significant financial interests in the form of loans to or from counterparties;
Personal relationships with employees, customers, suppliers, or counterparties;
Gifts and hospitality received (above policy threshold);
Any other matter the individual believes could constitute an actual, potential, or perceived conflict.

3.6.4 Conflicts Register. The Company Secretary shall maintain the Conflicts Register, recording all declared conflicts, the assessment of each conflict, and the management measures applied. The Conflicts Register shall be:

Reviewed by the CCO quarterly;
Presented to the ARC at each meeting;
Presented to the full Board annually;
Retained for a minimum of seven years from the date of each entry.

3.7.1 A Related Party Transaction is any transaction, arrangement, or agreement (including amendments to existing arrangements) between any Simpaisa Group entity and a Related Party.

3.7.2 Materiality Thresholds. Related Party Transactions are subject to the following approval requirements:

Transaction Value	Approval Required
Below USD 25,000 (or equivalent)	CEO approval, with CCO sign-off
USD 25,000 – USD 250,000	CEO and CFO approval, with CCO sign-off; reported to ARC at next meeting
Above USD 250,000, or any transaction on non-arm's-length terms	Board approval (conflicted directors recused); independent assessment of terms by CCO or external adviser
Any transaction involving a director personally	Board approval regardless of value (conflicted director recused)

3.7.3 Independence of Terms. All Related Party Transactions must be conducted on arm's-length terms unless the Board (with no conflicted directors present) resolves otherwise in writing, with documented justification. The CCO shall confirm the arm's-length nature of the terms in writing as part of the approval process.

3.7.4 Disclosure. Material Related Party Transactions shall be disclosed in the Group's annual accounts and any other disclosures required by applicable law (including Singapore Companies Act requirements for the HoldCo). The Company Secretary shall maintain a Related Party Transactions log, included as a sub-register of the Conflicts Register.

3.7.5 Ongoing Monitoring. Existing Related Party Transactions shall be reviewed annually to confirm that they remain on arm's-length terms and that there has been no material change in circumstances. The CCO shall present the results of this review to the ARC annually.

3.8 DFSA Conflicts of Interest Requirements¶

3.8.1 The Group's DIFC-regulated entity is subject to the DFSA's conflicts of interest requirements under GEN Chapter 3. These requirements apply to the entity's regulated activities and its obligations to customers and counterparties.

3.8.2 The DIFC-regulated entity shall maintain conflicts of interest arrangements that:

Identify conflicts of interest arising in the course of carrying on regulated activities, including conflicts between the interests of the entity, its employees, its associates, and its customers;
Establish effective measures to prevent identified conflicts from adversely affecting the interests of customers;
Where conflicts cannot be prevented, disclose the general nature and sources of conflicts to affected customers before transacting, to enable an informed decision;
Document all identified conflicts and the measures taken to manage them.

3.8.3 The CCO shall maintain a DFSA-specific conflicts register for the DIFC-regulated entity, mapping each identified conflict arising in the course of regulated activity, the management measures in place, and any customer disclosures made. This register shall be available to the DFSA upon request.

3.8.4 Employees of the DIFC-regulated entity shall receive specific training on the DFSA's conflicts of interest requirements as part of their annual training programme.

3.8.5 The CCO shall include a DFSA conflicts of interest compliance assessment in the annual report to the ARC.

3.9 Monitoring and Annual Review¶

3.9.1 The CCO shall monitor the Conflicts Register on a quarterly basis, reviewing new declarations, assessing whether management measures remain adequate, and identifying patterns or emerging risks.

3.9.2 The CCO shall present a Conflicts of Interest Summary Report to the ARC at each meeting, covering:

New conflicts declared since the last meeting;
Changes to existing conflicts;
Any conflict management breaches identified;
The status of Related Party Transactions;
DFSA-specific conflicts register update.

3.9.3 The Company Secretary shall present the Conflicts Register to the full Board annually, with a summary of material conflicts and the effectiveness of management measures.

3.9.4 This Policy shall be reviewed annually by the Company Secretary and CCO and updated to reflect changes in the Group's operating model, corporate structure, regulatory obligations, or governance arrangements. Revised versions require Board approval.

3.9.5 Annual conflicts training shall be provided to all employees, with enhanced training for directors, ELT members, and employees in regulated roles. Training completion shall be tracked and reported to the ARC.

4. Roles and Responsibilities¶

Role	Responsibilities
Board of Directors	Approve this Policy; receive the annual Conflicts Register; approve material Related Party Transactions; self-declare conflicts; exercise individual fiduciary duties to avoid, disclose, and manage conflicts.
Board Audit and Risk Committee	Review the Conflicts Register quarterly; receive and assess DFSA conflicts register; oversee the CCO's management of conflicts; approve Related Party Transactions above the CEO/CFO threshold.
Company Secretary	Maintain the Conflicts Register and Related Party Transactions log; administer annual declaration process; advise directors and employees on conflicts obligations; support Board governance processes.
Chief Compliance Officer	Own this Policy (jointly with Company Secretary); assess declared conflicts; approve management measures; maintain DFSA-specific conflicts register; provide training; report to ARC; manage information barriers.
Chief Executive Officer	Approve employee outside employment; approve Related Party Transactions up to the relevant threshold; escalate concerns to the ARC; champion a culture of transparency.
Chief Digital Officer	Declare vendor-related conflicts; ensure recusal from relevant procurement decisions; implement technical information barrier controls as directed by the CCO.
Chief Financial Officer	Assess arm's-length nature of Related Party Transactions; support CFO-level approval process; disclose any financial conflicts.
Chief People Officer	Manage personal relationship disclosures involving HR implications; support reporting line adjustments arising from declared conflicts.
Country Heads	Declare local business interests and outside directorships; seek approval before accepting outside roles; cooperate with the CCO's conflict assessments.
All Employees	Complete annual declaration; make event-driven disclosures promptly; seek approval before undertaking outside employment; comply with gifts and hospitality policy; comply with information barriers.

5. Procedures¶

5.1 Annual Declaration Process¶

Company Secretary issues the annual conflicts declaration form to all directors, ELT members, and employees (no later than 1 January of each year).
Individuals complete and return the declaration within 20 working days.
Company Secretary reviews declarations and refers any identified conflicts to the CCO for assessment.
CCO assesses each conflict and determines the management measure (see Section 5.3).
Company Secretary records the declaration and management measure in the Conflicts Register.
Any individual who fails to return a declaration is escalated to their line manager (employees), CEO (ELT members), or Board Chair (directors) for follow-up.

5.2 Event-Driven Disclosure Process¶

Individual becomes aware of a new or changed conflict situation.
Individual completes the event-driven disclosure form (Appendix B) within two working days.
Company Secretary receives the form and forwards it to the CCO within one working day.
CCO assesses the conflict within five working days and determines the appropriate management measure.
Company Secretary updates the Conflicts Register.
For conflicts involving a director, the Company Secretary notifies the Board Chair.
For conflicts arising in the context of regulated activities, the CCO updates the DFSA-specific conflicts register.

5.3 Conflict Management Assessment¶

Upon receipt of a declaration, the CCO shall assess the conflict and select one of the following management measures:

Management Measure	Description	When Applied
Disclosure Only	The conflict is recorded; no further action required.	Minor perceived conflicts with no realistic prospect of influencing conduct.
Monitoring	The conflict is recorded and monitored; the individual continues in their role but the CCO reviews the position at defined intervals.	Low-risk potential conflicts where the conflict may materialise.
Recusal	The individual is excluded from specific decisions, discussions, or processes in which the conflict is relevant.	Conflicts relating to specific transactions, decisions, or counterparties.
Restriction	The individual's access to certain information, systems, or processes is restricted.	Information-based conflicts; information barrier situations.
Divestment / Resignation from Outside Role	The individual is required to divest a financial interest or resign from an outside role.	Where no lesser measure is sufficient to manage the conflict.
Prohibition	The individual is prohibited from the relevant activity entirely.	Where the conflict is irreconcilable with the individual's duties.

The CCO shall document the rationale for the chosen management measure in the Conflicts Register.

The business owner identifying the proposed Related Party Transaction notifies the Company Secretary and CCO in advance of commencing negotiations.
CCO confirms the Related Party status of the counterparty and the applicable approval threshold.
The relevant approver(s) assess the proposed transaction on arm's-length terms (CCO or external adviser provides independent assessment where required).
Approval is sought at the relevant level (CEO, CEO/CFO, or Board) with all conflicted parties recused.
Approval is documented in writing and recorded in the Related Party Transactions log.
The transaction is entered into on the approved terms; any material variation requires re-approval.
The CFO includes the transaction in the annual accounts disclosure where required.

6. Monitoring and Reporting¶

6.1 The CCO shall review the Conflicts Register monthly and maintain it in an up-to-date state.

6.2 Quarterly: The CCO shall present a Conflicts Summary Report to the ARC, covering all new declarations, changes, management measures applied, and Related Party Transaction activity.

6.3 Annually: The Company Secretary shall present the full Conflicts Register to the Board.

6.4 Annually: The CCO shall conduct a conflicts of interest risk assessment, identifying emerging conflict risks arising from changes to the Group's business, structure, or personnel, and shall report findings to the ARC.

6.5 This Policy shall be reviewed annually and following any material change to the Group's corporate structure, regulatory obligations, or key personnel. Revised versions require Board approval.

7. Exceptions¶

7.1 Where an individual believes a strict application of this Policy would produce an unreasonable outcome (for example, prohibiting a directorship that is manifestly not in conflict), they may apply to the CCO for a documented exception.

7.2 Exceptions for employees require CCO approval. Exceptions for ELT members require CEO and CCO approval. Exceptions for directors require ARC approval.

7.3 All exceptions shall be recorded in the Conflicts Register with the rationale, the approver, and any conditions attached. Exceptions shall be reviewed at each subsequent annual declaration cycle.

7.4 No exception may be granted that would result in a breach of applicable law or regulation, including the DFSA GEN Module conflicts of interest requirements.

Remuneration Policy (SGP-GOV-001)
Whistleblowing Policy (SGP-GOV-002)
Code of Conduct
Anti-Bribery and Corruption Policy
Related Party Transactions Policy
Outsourcing and Third-Party Management Policy (SGP-OPS-002)
Data Governance Policy (SGP-CDO-001)
Personal Account Dealing Policy

9. Appendices¶

Appendix	Description	Classification
A	Annual Conflicts of Interest Declaration Form	Internal
B	Event-Driven Disclosure Form	Internal
C	Conflicts Register Template	Confidential
D	Related Party Transactions Log Template	Confidential
E	DFSA Conflicts Register (DIFC-Regulated Entity)	Restricted
F	Conflict Management Assessment Guidance	Internal
G	Annual Conflicts Training Completion Record	Internal

End of Simpaisa Group Governance Policy Suite - SGP-GOV-001, SGP-GOV-002, SGP-GOV-003

Document prepared by: CDO Office / Legal and Compliance Effective Date: 1 April 2026 Next Review: 1 April 2027

Simpaisa Group - Governance Policy Suite¶

POLICY 1: REMUNERATION POLICY¶

Document Control¶

Revision History¶

Distribution¶

Related Policies¶

1. Purpose and Scope¶

1.1 Purpose¶

1.2 Scope¶

2. Definitions¶

3. Policy Statements¶

3.1 Remuneration Philosophy¶

3.2 Fixed Compensation Structure¶

3.3 Executive Compensation Framework¶

3.4 ESOP / Equity Participation Scheme¶

3.5 Variable Pay and Bonus Framework¶

3.6 DFSA Remuneration Code Compliance¶

3.7 Non-Executive Director Fees¶

3.8 Country-Specific Compensation Considerations¶

3.9 Annual Remuneration Review Process¶

3.10 Disclosure and Transparency¶

3.11 Gender Pay and Equal Pay Monitoring¶

4. Roles and Responsibilities¶

5. Procedures¶

5.1 ESOP Grant Process¶

5.2 Malus and Clawback Process¶

5.3 Bonus Payment Process¶

6. Monitoring and Reporting¶

7. Exceptions¶

8. Related Policies¶

9. Appendices¶

---¶

POLICY 2: WHISTLEBLOWING POLICY¶

Document Control¶

Revision History¶

Distribution¶

Related Policies¶

1. Purpose and Scope¶

1.1 Purpose¶

1.2 Scope¶

2. Definitions¶

3. Policy Statements¶

3.1 Qualifying Matters¶

3.2 Reporting Channels¶

3.3 Anonymity and Confidentiality¶

3.4 Anti-Retaliation Provisions¶

3.5 Investigation Process¶

3.6 Record Keeping and Reporting¶

3.7 Regulatory Requirements¶

3.8 Training Requirements¶

4. Roles and Responsibilities¶

5. Procedures¶

5.1 Making a Disclosure¶

5.2 Triage Process¶

5.3 Investigation Process¶

5.4 Retaliation Complaint Process¶

6. Monitoring and Reporting¶

7. Exceptions¶

8. Related Policies¶

9. Appendices¶

---¶

POLICY 3: CONFLICTS OF INTEREST POLICY¶

Document Control¶

Revision History¶

Distribution¶

Related Policies¶

1. Purpose and Scope¶

1.1 Purpose¶

1.2 Scope¶

2. Definitions¶

3. Policy Statements¶

3.1 Categories of Conflict¶

3.2 Board Conflicts¶

3.3 Executive Conflicts¶

3.4 Employee and Contractor Conflicts¶

3.5 Chinese Walls and Information Barriers¶

3.6 Declaration and Registration Process¶

3.7 Related Party Transaction Approval Process¶

3.8 DFSA Conflicts of Interest Requirements¶

3.9 Monitoring and Annual Review¶