Corporate Governance

An overview of the governance framework of DEVEDGE PAYMENTS LTD.

Last updated: 9 October 2026

1. Purpose and Corporate Status

This document describes the corporate governance framework of DEVEDGE PAYMENTS LTD. ("DevEdge" or the "Company"), a company incorporated in British Columbia, Canada, under company number BC1579238, with its registered address at 5780 Victoria Dr Unit #170, Vancouver BC V5P 3W7, Canada. The Company is registered as a Money Services Business with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) under MSB registration number N300001689 and is subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and its regulations.

The framework sets out how authority is allocated, how decisions are made and how accountability is maintained, so that the Company is managed prudently, in compliance with the law and in the long-term interests of its shareholders, clients and banking partners.

2. Composition of the Board

The Board of Directors is the principal body responsible for overseeing the general management and strategic direction of the Company. It may consist of up to three directors and should include at least one independent non-executive director. Every director must have appropriate professional qualifications, sound judgment and personal integrity, and newly appointed directors receive a thorough induction covering the Company's business model, internal control framework and risk profile.

The Board may include both executive and non-executive directors. An executive director is actively involved in the Company's day-to-day operations, while a non-executive director contributes independent judgment, strategic oversight and challenge to management. All directors, whatever their role, owe the same fiduciary duties to the Company under the Business Corporations Act (British Columbia).

3. Responsibilities of the Board

The Board holds ultimate responsibility for the Company's strategy, regulatory compliance and overall performance. In discharging that responsibility it ensures that the Company meets its obligations under the PCMLTFA and to FINTRAC, gives due weight to privacy and data protection obligations under PIPEDA, and takes informed decisions on operational and financial risks. The Board also ensures that the services offered remain within the Company's defined risk appetite, promotes a culture of integrity and accountability throughout the organization and maintains open and transparent communication with regulators, banking partners and other stakeholders.

4. Board Meetings and Conflicts of Interest

Directors are expected to attend all regular and special meetings of the Board, either in person or by electronic means. Attendance, deliberations and decisions are recorded in formal minutes, which are approved at the following meeting and kept with the Company's records.

Each director must promptly disclose in writing any actual or potential conflict of interest, and such disclosures are entered in the Company's Register of Interests. A director with a conflict does not take part in the related decision. Where a material conflict persists, the director may be asked to consider stepping down from the Board.

5. The Ultimate Beneficial Owner

The ultimate beneficial owner (UBO) does not hold a corporate office unless formally appointed as a director or officer. The UBO may offer high-level strategic guidance but is not ordinarily involved in day-to-day management, and all interactions between the UBO and the Board are conducted transparently and documented.

The Board ensures that the UBO's rights as a shareholder are respected. These include the right to vote on shareholder matters, pre-emptive rights on new share issuances, access to corporate records within the limits set by law, entitlement to dividends when declared and dissent and appraisal rights under applicable corporate law.

6. Executive Management

Day-to-day management is delegated by the Board to a small executive team. The Chief Executive Officer implements the corporate strategy and oversees the Company's operations. The Head of Operations supervises daily activities and coordinates the work of the different functions. The Head of Risk identifies, assesses and manages operational and other risks. The Head of Information Technology is responsible for the technology infrastructure and its compliance with security standards. The Managing Director represents the Company in Canada and maintains its relationship with FINTRAC.

7. Approval of New Products and Services

No new product or service may be launched without Board approval. Every proposal is subject to a documented risk-based assessment covering operational, financial, reputational, legal and compliance risks, including money laundering and terrorist financing exposure, as well as cybersecurity and data protection risks. The assessment is completed and its conclusions are reflected in the Company's controls before the product or service is offered to clients.

8. Anti-Money Laundering and Anti-Terrorist Financing Program

DevEdge maintains a compliance program that reflects the requirements of the PCMLTFA. A designated Compliance Officer with sufficient authority and resources oversees all AML and anti-terrorist financing obligations and reports directly to the Board. The program is set out in written, Board-approved policies and procedures and is built on a documented risk assessment that drives a risk-based approach to client due diligence.

Transaction monitoring systems detect unusual patterns, and alerts generated automatically are reviewed by the compliance team before any report is made to FINTRAC. All employees receive regular AML and anti-terrorist financing training, and the effectiveness of the whole program is reviewed at least every two years, with the results reported to senior management.

9. Information Security and Technology Risk

The Company maintains a structured cybersecurity governance framework. It includes periodic assessments of technology and information security risks, controls that ensure compliance with PIPEDA, an incident response plan for security breaches and regular security audits and vulnerability testing. Material incidents are escalated to the Board without delay.

10. Internal and External Audit

The internal audit function provides independent assurance to the Board on the effectiveness of internal controls, risk management and governance processes. The Board may also appoint external auditors. Both internal and external auditors must remain independent of the activities they review and observe high professional standards, and their findings are tracked until resolved.

11. Disclosure, Reporting and Code of Ethics

The Board ensures that the Company meets all disclosure and reporting obligations under Canadian law, including accurate descriptions of its internal control systems, risk management framework and audit processes where required.

DevEdge is committed to conducting its business with honesty, transparency and accountability. All directors, officers and employees must comply with applicable laws, including the PCMLTFA and FINTRAC guidance, and the Company maintains zero tolerance for bribery, corruption and financial crime. The Company promotes equal opportunity and a workplace culture based on professionalism and mutual respect.

12. Contact

Questions about the governance of DevEdge may be addressed to DEVEDGE PAYMENTS LTD. at info@devedgepay.com or by post at 5780 Victoria Dr Unit #170, Vancouver BC V5P 3W7, Canada. Company number BC1579238, jurisdiction British Columbia, Canada, website https://devedgepay.com.