AB-COR-001 — Alta Bank Governance Charter

1. Purpose

Alta Bank is a subsidiary of Alta Group N.V. responsible for operating banking, payments, commercial banking, lending, card, and related financial services within the Alta ecosystem.

Alta Bank may operate services including:

• personal banking accounts;
• business banking accounts;
• deposit and withdrawal services;
• internal transfers;
• Alta Pay;
• merchant invoices;
• payment links;
• merchant services;
• commercial banking;
• lending products;
• card products;
• account verification;
• customer support;
• risk review; and
• other banking or financial products approved by Alta Group.

Alta Bank exists to provide structured financial services to users, businesses, merchants, and approved entities within the Alta ecosystem.

2. Ownership

Alta Bank is owned and controlled by Alta Group N.V.

Alta Group N.V. holds the controlling ownership interest in Alta Bank. Culls holds a 10% ownership interest in Alta Bank, as approved by Alta Group.

No customer, employee, officer, director, merchant, borrower, lender, account holder, business client, vendor, or outside party shall obtain ownership, voting power, control, or management authority over Alta Bank unless approved by Alta Group.

Use of Alta Bank services does not create ownership in Alta Bank or Alta Group.

Alta Group may reorganize, merge, rename, expand, restrict, suspend, or dissolve Alta Bank at its discretion.

3. Relationship with Alta Group

Alta Bank operates under the authority of Alta Group.

Alta Group retains final authority over:

• appointment or removal of Alta Bank leadership;
• major business decisions;
• banking products and services;
• fees and revenue models;
• major technology changes;
• customer-facing legal documents;
• account agreements;
• lending programs;
• card programs;
• merchant services;
• capital allocation;
• debt or financing;
• major expenses;
• risk controls;
• branding;
• mergers, reorganizations, or dissolution; and
• any matter reserved to Alta Group under its corporate documents.

Alta Bank may conduct normal daily operations without separate approval unless the matter is reserved to Alta Group.

4. Management

Alta Bank shall be managed by a Director appointed by the Chairman of Alta Group.

The Director is responsible for daily operations, including banking administration, account operations, customer service, merchant services, staff supervision, product execution, and implementation of Alta Group directives.

The Chairman of Alta Group may remove or replace the Director at any time.

The Director may appoint officers, managers, employees, contractors, operators, support agents, loan officers, or other agents as needed to support Alta Bank operations, subject to Alta Group authority.

Titles such as President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Head of Commercial Banking, Loan Officer, Support Agent, or similar titles may be created for operational purposes.

The President of Alta Bank is Culls.

No title shall limit the reserved authority of Alta Group.

5. Authority of Alta Bank

Subject to Alta Group oversight, Alta Bank may:

• open, maintain, restrict, freeze, or close customer accounts;
• open, maintain, restrict, freeze, or close business accounts;
• approve, deny, suspend, or revoke account access;
• process deposits, withdrawals, and transfers;
• operate Alta Pay and payment services;
• provide merchant invoices and payment links;
• provide commercial banking services;
• review customer activity;
• investigate suspicious or unsafe activity;
• set account limits;
• set transaction limits;
• charge fees;
• approve, deny, suspend, or terminate merchant access;
• approve, deny, suspend, or terminate lending access;
• issue statements and records;
• enforce bank agreements and policies;
• create internal operating procedures;
• communicate with customers and businesses;
• reject, hold, reverse, or review transactions when necessary; and
• take actions reasonably necessary to operate banking services.

6. Limitations

Alta Bank may not do any of the following without Alta Group approval:

• issue equity or ownership interests;
• create a subsidiary;
• borrow money;
• approve major expenses outside approved budgets;
• sell or transfer major assets;
• transfer intellectual property;
• materially change its business model;
• enter into major partnerships;
• waive important legal rights;
• change its name or branding;
• amend this Charter;
• dissolve, merge, or reorganize;
• create a major new business line;
• approve lending programs outside approved rules;
• approve card programs outside approved rules; or
• take any action reserved to Alta Group.

7. Customers and Account Holders

Alta Bank may provide services to individuals, businesses, merchants, borrowers, lenders, institutions, and other approved users.

Customers and account holders must comply with Alta Bank agreements, rules, limits, and procedures.

Alta Bank may deny, restrict, freeze, suspend, or terminate access when necessary to protect Alta Bank, Alta Group, customers, merchants, the platform, or the integrity of the banking system.

Use of an Alta Bank account does not create ownership, voting rights, management rights, governance rights, or any right to control Alta Bank.

8. Business Banking and Merchant Services

Alta Bank may provide business banking and merchant services to approved companies and organizations.

These services may include:

• business accounts;
• company verification;
• team member permissions;
• merchant invoices;
• payment links;
• recurring invoices;
• merchant analytics;
• Alta Commercial;
• account statements;
• payment processing;
• support tools; and
• other commercial services approved by Alta Group.

Alta Bank may approve, deny, suspend, restrict, or terminate business or merchant access based on risk, fraud concerns, nonpayment, rule violations, inactivity, verification issues, or other reasonable business concerns.

9. Lending and Credit Products

Alta Bank may offer lending, credit, or card products if approved by Alta Group.

Alta Bank may establish procedures for:

• loan applications;
• credit review;
• loan approval;
• repayment schedules;
• missed payments;
• collections;
• collateral;
• account restrictions;
• loan officer review;
• interest, fees, and penalties; and
• enforcement actions.

Alta Bank may deny, suspend, restrict, accelerate, or enforce lending or credit products according to the applicable agreements and policies.

10. Payments, Transfers, and Transaction Controls

Alta Bank may operate payment and transfer systems, including internal transfers, Alta Pay, scheduled payments, recurring payments, merchant payments, and payment links.

Alta Bank may delay, reject, hold, review, reverse, or cancel transactions when necessary to:

• prevent fraud or abuse;
• enforce account limits;
• resolve errors;
• comply with bank rules;
• protect customers or merchants;
• protect Alta Bank or Alta Group;
• prevent duplicate or unauthorized transfers;
• address insufficient funds;
• respond to disputes; or
• protect platform integrity.

11. Risk and Enforcement

Alta Bank may adopt controls designed to protect banking operations.

These controls may include:

• transaction limits;
• account limits;
• manual review;
• account freezes;
• merchant holds;
• withdrawal review;
• suspicious activity flags;
• proof requirements;
• customer verification;
• business verification;
• audit logs;
• charge reversals;
• dispute procedures;
• failed payment handling; and
• emergency restrictions.

Alta Bank may take immediate action when needed to protect the banking system, customers, merchants, Alta Group, or the platform.

12. Financial Reporting

Alta Bank shall maintain records of its revenue, expenses, assets, liabilities, balances, fees, loans, payment activity, and other financial activity.

Alta Bank shall provide financial information to Alta Group upon request.

Alta Group may consolidate Alta Bank financial activity into Alta Group financial statements.

13. Technology and Intellectual Property

All software, websites, APIs, bots, code, databases, account systems, payment systems, lending systems, card systems, trademarks, trade names, domains, designs, documents, and other intellectual property used by Alta Bank are owned by Alta Group unless Alta Group states otherwise in writing.

Alta Bank receives an internal license to use Alta Group technology and intellectual property for its approved business operations.

Alta Bank may not sell, transfer, license, copy, or assign Alta Group intellectual property without Alta Group approval.

14. Branding

Alta Bank may use the Alta Bank name, Alta name, logos, designs, slogans, and related branding only with permission from Alta Group.

Alta Group may update, restrict, or revoke branding rules at any time.

15. Compliance with Alta Group Documents

Alta Bank shall operate consistently with:

• Alta Group Articles of Incorporation;
• Alta Group Bylaws;
• Alta Group Shareholders' Agreement;
• Alta Group Reserved Powers Resolution;
• this Charter;
• Alta Bank deposit account agreements;
• Alta Bank business banking agreements;
• Alta Pay terms;
• merchant services agreements;
• lending agreements;
• cardholder agreements;
• fee schedules;
• privacy policies;
• terms of service; and
• any other applicable Alta Group or Alta Bank documents.

If there is a conflict, Alta Group documents control unless Alta Group decides otherwise.

16. Amendments

Alta Group may amend, replace, suspend, or terminate this Charter at any time.

No amendment shall be valid unless approved by Alta Group.

17. Approval

This Charter is adopted by Alta Group as the governing document for Alta Bank.