Corporate Governance Process

Introduction

This document outlines the corporate governance framework of Ex Payments Ltd, a company incorporated in British Columbia, Canada, under company number BC1517261.

Corporate governance refers to the internal structures, principles, and oversight mechanisms that guide how the Company is directed and controlled. This framework ensures accountability, transparency, ethical conduct, and compliance with applicable laws and regulatory requirements in connection with the Company’s merchant services and payment infrastructure operations.

Ex Payments Ltd is committed to maintaining strong internal controls, responsible risk management practices, and effective oversight of its operational and compliance functions.

Board of Directors

The Board of Directors is responsible for the overall strategic direction, oversight, and governance of the Company.

The Board:

• Approves key business strategies
• Oversees risk management and compliance frameworks
• Monitors financial performance
• Ensures ethical and lawful operations

All directors are expected to act honestly, in good faith, and in the best interests of the Company.

The Board meets as required to review operational, financial, and compliance matters. Minutes of meetings are maintained and retained in accordance with corporate recordkeeping requirements.

Executive Management

Day-to-day operations of Ex Payments Ltd are managed by senior management under the oversight of the Board of Directors.

Senior management is responsible for:

• Operational execution of the Company’s strategy
• Merchant onboarding and risk assessment
• Oversight of fund settlement and reserve management
• Implementation of AML, KYC, and transaction monitoring controls
• Regulatory reporting and compliance obligations
• Oversight of technology infrastructure and cybersecurity controls

A designated compliance officer is responsible for AML oversight, regulatory reporting to FINTRAC, and ensuring alignment with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA).

Senior management reports periodically to the Board on operational performance, risk exposure, compliance matters, and material incidents.

Risk Management Framework

Ex Payments Ltd applies a structured risk management approach designed to identify, assess, and mitigate operational, financial, compliance, and reputational risks.

Key components include:

• Merchant risk assessment prior to onboarding
• Continuous monitoring of merchant transaction activity, including chargeback ratios, settlement behavior, fraud indicators, and sanctions screening
• Fraud detection controls
• Compliance reviews
• Periodic internal risk evaluations

High-risk merchant categories or elevated transaction patterns are subject to enhanced review procedures.

Risk oversight is integrated into daily operations and reviewed periodically by senior management and the Board.

Where the Company holds or manages merchant funds, additional safeguards, internal controls, and risk monitoring procedures are applied to ensure appropriate fund control, settlement oversight, fraud mitigation, and regulatory compliance.

Compliance and AML Controls

Ex Payments Ltd is registered as a Money Services Business (MSB) with FINTRAC and maintains compliance controls in accordance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA).

The Company maintains internal procedures designed to prevent misuse of its services for unlawful purposes.

These procedures include:

• Customer identification and verification processes
• Risk-based due diligence
• Ongoing transaction monitoring
• Sanctions screening
• Recordkeeping in accordance with applicable Canadian regulations

A designated compliance function is responsible for maintaining internal policies, updating procedures, and ensuring staff awareness of regulatory obligations.

Employees receive periodic training relevant to compliance, fraud prevention, and ethical conduct.

Merchant onboarding, risk scoring, and approval decisions are conducted internally by the Company’s compliance and risk function. The Company retains authority to approve, conditionally approve, suspend, or terminate merchant relationships based on its internal policies and regulatory obligations.

Technology and Cybersecurity Governance

Given the Company’s reliance on digital payment infrastructure, technology governance is a critical component of its corporate framework.

The Company maintains:

• Secure hosting environments
• Access control policies
• Data encryption where appropriate
• Incident response procedures
• Periodic security reviews

Cybersecurity risks are monitored on an ongoing basis and addressed through preventive and corrective measures.

Conflict of Interest

Directors, executives, and employees must avoid situations where personal interests conflict with the interests of the Company.

Any actual or potential conflict must be disclosed promptly to senior management or the Board.

Where necessary, individuals may be excluded from decision-making processes involving such conflicts.

Audit and Oversight

The Company maintains internal review procedures to assess operational effectiveness and compliance controls.

Where appropriate, external advisors or independent auditors may be engaged to review financial reporting, risk management practices, or regulatory compliance procedures.

Oversight mechanisms are designed to ensure accountability and continuous improvement.

Reporting and Transparency

Ex Payments Ltd is committed to transparent communication with:

• Shareholders
• Financial partners
• Regulatory authorities, where applicable
• Relevant stakeholders
• Management provides periodic reports to the Board regarding:
• Operational performance
• Compliance developments
• Risk exposure
• Material incidents
• Material issues are escalated promptly to appropriate oversight bodies.

Code of Ethics

The Company operates according to the principles of:

• Integrity
• Accountability
• Fair dealing
• Confidentiality
• Regulatory compliance

All personnel are expected to uphold professional standards and protect confidential information.

The Company does not tolerate fraud, corruption, discrimination, or unethical conduct.

Contact Information

If you have questions about our Corporate Governance Process, please contact:

• Ex Payments Ltd
• 2709b 43rd Avenue
• Vernon, British Columbia, V1T 3L2
• Canada
• Phone: +1 778 744 4578
• Email: info@ex-payments.com