Tax Strategy

The Group applies the spirit as well as the letter of tax law.

Published voluntarily in the spirit of Schedule 19 to the Finance Act 2016 and in accordance with the Group's commitment to transparency in tax matters

1. Introduction

The NeoBankers Group Limited (the "Company") publishes this tax strategy voluntarily, notwithstanding that the Group does not currently meet the qualifying thresholds under paragraph 2 of Schedule 19 to the Finance Act 2016 (turnover exceeding £200 million and/or balance sheet total exceeding £2 billion).

2. Board Responsibility

The Board of Directors has ultimate responsibility for the Group's tax strategy, tax risk management, and tax compliance. The Board is supported by the Group CFO and by qualified external tax advisers engaged on a jurisdiction-by-jurisdiction basis. Material tax decisions, including changes to the Group's tax structure, are reserved to the Board.

3. Approach to Tax Risk

The Group maintains a low tolerance for tax risk. Tax risk is managed through a combination of internal controls, independent external advice, and Board oversight. The Board is informed of all material tax risks and their management. The Group does not take aggressive tax positions and will not participate in arrangements that could bring the Group into disrepute or into conflict with its stated values of transparency and integrity.

4. Tax Planning Principles

The Group's approach to tax planning is guided by the following principles:

• All tax positions must have a basis in law and must reflect the economic substance of the Group's activities in each jurisdiction.
• The Group complies with the letter and the spirit of tax legislation in each jurisdiction in which it operates.
• Transfer pricing between Group entities is conducted on arm's-length terms in accordance with the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations.
• The Group does not use artificial structures or arrangements that lack commercial substance for the purpose of obtaining a tax advantage.
• Tax incentives, reliefs, and exemptions are claimed only where they are clearly intended by the relevant legislation and where the qualifying conditions are fully satisfied.
• The Group does not engage in profit-shifting, treaty abuse, or aggressive avoidance schemes.

5. Multi-Jurisdictional Operations

The Company is tax resident in the United Kingdom. Its subsidiary, Neo Bankers sp. z o.o., is subject to tax in Poland. Each entity is subject to the tax laws of its jurisdiction of incorporation and, where applicable, the jurisdiction in which it conducts economic activity, and the Group seeks to ensure that profits are aligned with the economic activities undertaken in each jurisdiction.

6. Relationship with Tax Authorities

The Group seeks to maintain an open, transparent, and cooperative relationship with HM Revenue & Customs ("HMRC") and the tax authorities of all jurisdictions in which it operates. The Group makes accurate and timely tax filings in each jurisdiction. Where there is uncertainty as to the application of tax law, the Group will seek to resolve the matter through dialogue with the relevant tax authority, taking independent professional advice where appropriate. The Group responds promptly and fully to all enquiries from tax authorities.

7. Country-by-Country Reporting

Although the Group does not currently meet the thresholds for mandatory Country-by-Country Reporting under the OECD BEPS Action 13 framework, the Board will keep this position under review as the Group's operations scale. The Board is committed to adopting such reporting voluntarily if and when doing so would be proportionate to the Group's size and activities.

8. Prevention of the facilitation of tax evasion

Under Part 3 of the Criminal Finances Act 2017 (sections 45 and 46), a company commits an offence if a person associated with it criminally facilitates tax evasion, in the United Kingdom or abroad, while acting on its behalf. The only defence is to have had reasonable prevention procedures in place.

The Group does not tolerate the facilitation of tax evasion by anyone acting for it — directors, employees, contractors, agents or suppliers. Its prevention procedures follow the six principles of HMRC guidance and are proportionate to the size of the Group and its risk:

• Risk assessment — reviewed at least once a year;
• Proportionate procedures — matched to the risks identified;
• Top-level commitment — owned by the Board;
• Due diligence — on those who act for the Group;
• Communication — including in the terms on which associated persons are engaged;
• Monitoring and review.

Concerns can be raised in confidence through Confidential disclosure. Anyone who raises a concern in good faith is protected from retaliation.

9. Review

This strategy is reviewed annually by the Board and updated as necessary to reflect changes in legislation, the Group's structure, or its commercial activities. The next scheduled review is April 2027.

10. Governing Law

This strategy is governed by the laws of England and Wales.