1. Purpose of Corporate Governance

1.1 Khanguud Group (the “Group”) applies its corporate governance and compliance policies, rules and procedures across all its activities. It works to protect the interests of its equity holders, shareholders, clients, employees and partners and to create sustainable long-term value. The Group conducts sound, objective governance assessments and adapts leading domestic and international practices across all Group entities.

2. Governance Structure

2.1 The Group’s governance is structured as follows.

3. General Meeting of Shareholders

3.1 Under the Company Law of Mongolia, the Group’s highest governing body is the general meeting of its shareholders and equity holders, which may be held as an ordinary (annual) or extraordinary meeting. The ordinary meeting is convened by decision of the Board of Directors within four months after the end of the financial year.

4. Board of Directors

4.1 The Board of Directors (the “Board”) directs the Group’s activities with transparency and integrity, approves its strategy, budget and risk appetite, and oversees management. At least one third of Board members are independent directors, and the Chair of the Board may not also serve as the Chief Executive Officer. The Board is supported by an Audit and Risk Committee and a Sustainability Committee.

5. Management Team

5.1 The management team, led by the Chief Executive Officer, implements the Board’s decisions, manages day-to-day operations within the delegation of authority approved by the Board, and reports on results to the Board every quarter. Subsidiaries follow Group policies and procedures.

6. Risk Management

6.1 The Group has a framework for identifying, assessing and monitoring strategic, financial, operational, construction quality and safety, legal, information security and environmental risks. Key risks are presented to the Audit and Risk Committee every quarter.

7. Finance, Accounting Systems and Internal Control

7.1 Financial statements are prepared in accordance with the Law of Mongolia on Accounting and International Financial Reporting Standards (IFRS), and are audited annually by an independent external auditor. The independent internal audit function reports directly to the Audit and Risk Committee.

8. Compliance and Ethics

8.1 The Compliance Officer monitors compliance with laws, regulatory requirements, and license and permit conditions. The Group does not tolerate corruption or bribery; conflicts of interest must be disclosed in writing, and related-party transactions are conducted transparently and on market terms. Non-bank financial activities follow procedures on anti-money laundering, responsible lending and consumer protection. A confidential channel is in place for reporting legal and ethical breaches.

9. Transparency

9.1 The Group publishes its annual financial statements, governance structure and sustainability information on its official website, and provides accurate and timely information to stakeholders.

10. Employees

10.1 Skilled employees are the foundation of the Group’s success. The Group provides them with equal opportunities free from discrimination, fair rewards, professional development and a safe working environment.

11. Our Commitment

11.1 The Group is committed to meeting its legal and ethical responsibilities as an employer, fulfilling its environmental and social obligations in line with its “Green Philosophy,” and dealing fairly with its shareholders, equity holders, clients and partners.