# Related Party Register: [Entity or group] [Financial year]

> Register and procedure to identify related parties, capture and approve
> related party transactions, track year-end balances and guarantees,
> draft the financial statement disclosure and support the external
> auditor. It is built for preparers applying IAS 24 Related Party
> Disclosures (IFRS) or FASB ASC Topic 850 Related Party Disclosures (US
> GAAP), with the auditor working under ISA 550 Related Parties, and it
> includes the US SEC disclosure review for SEC registrants (Form 20-F
> Item 7.B for foreign private issuers, Regulation S-K Item 404, 17 CFR
> 229.404, for domestic registrants) and the UK Listing Rules for London
> listed companies. IFRS, FASB and IAASB standards are cited by name and
> number only: obtain the standard or law for the normative text. Replace
> every `[bracketed]` value and every row marked *Example*. This is a
> document format, not accounting, audit, legal or tax advice.

<!--
Guidance: How to use this template
- Purpose: one register per reporting entity or group and per financial
  year. It is the single list that the controller, company secretary,
  audit committee and auditor use to answer three questions: who are our
  related parties, what did we do with them, and is it approved and
  disclosed.
- Fill section 4 (declarations) and section 5 (parties) first, then log
  transactions in section 6 as they happen, not at year-end.
- The worked example uses the fictional Corvid Commerce Group (parent
  Corvid Commerce Group plc, England and Wales, entity code CC-HOLD,
  listed in London with American Depositary Shares in New York, SEC
  foreign private issuer filing Form 20-F; presentation currency EUR,
  calendar financial year; subsidiaries Corvid Commerce GmbH, Corvid
  Commerce Ltd, Corvid Commerce Inc and Corvid Commerce Vietnam LLC). Amounts are EUR
  thousands (EUR k) unless stated. All names are fictional.
- Related documents: Management Representation Letter
  (`finance/management-representation-letter`), Transfer Pricing Local
  File (`finance/transfer-pricing-local-file`), Delegation of Authority
  Matrix (`finance/delegation-of-authority-matrix`), Audit Committee
  Report (`finance/audit-committee-report`), Financial Statement
  Disclosure Checklist (`finance/financial-statement-disclosure-checklist`),
  Conflicts of Interest Register (`compliance/conflicts-of-interest-register`).
- Common pitfall: a register built once from the board list and never
  refreshed. Related parties change with every appointment, marriage,
  acquisition and new directorship held by a manager.
-->

## Document control

<!-- Guidance: Record the period, the scope and the frameworks. The owner is normally the group financial controller with the company secretary as co-owner of the declarations. -->

| Field | Value |
|---|---|
| Document ID | [RPR-YYYY] *Example:* RPR-2026 |
| Version | [0.1] |
| Status | [Draft / In review / Approved / Superseded] |
| Owner | [@group-financial-controller] |
| Co-owner (declarations) | [@company-secretary] |
| Approvers/reviewers | [@cfo], [@audit-committee-chair] |
| Last updated | YYYY-MM-DD |
| Classification | [Confidential: contains personal data of directors and family members] |
| Reporting entity / scope | [Entity or group, entity codes] *Example:* Corvid Commerce Group, CC-HOLD, CC-DE, CC-UK, CC-US, CC-VN |
| Financial year | [YYYY-MM-DD to YYYY-MM-DD] *Example:* 2026-01-01 to 2026-12-31 |
| Reporting framework | [UK-adopted IAS / IFRS as adopted by the EU / IFRS as issued by the IASB / US GAAP / local GAAP] *Example:* UK-adopted international accounting standards and IFRS as issued by the IASB (group); local statutory GAAP per entity (CC-DE: HGB) |
| SEC registrant | [No / Yes, domestic registrant (Regulation S-K Item 404) / Yes, foreign private issuer (Form 20-F Item 7.B)] *Example:* Yes, foreign private issuer filing Form 20-F (Item 7.B related party transactions); Item 404 shown for US domestic registrants |
| Listing | [Exchanges and segments] *Example:* London (equity shares, commercial companies category) and New York (American Depositary Shares) |
| Materiality used for review | [Amount and basis] *Example:* No threshold for KMP transactions; EUR 25k for routine trading with other related parties |
| Data protection basis | [Legal basis and retention for personal data in this register] |

### Approvals

| Role | Name | Decision | Date |
|---|---|---|---|
| Group financial controller | [Name] | [Prepared] | YYYY-MM-DD |
| Chief financial officer | [Name] | [Reviewed] | YYYY-MM-DD |
| Audit committee chair | [Name] | [Approved for disclosure] | YYYY-MM-DD |

### Revision history

| Version | Date | Author | Change |
|---|---|---|---|
| 0.1 | YYYY-MM-DD | [@author] | Initial register for [year] |
| 1.0 | YYYY-MM-DD | [@author] | Approved with the year-end financial statements |

## Contents

1. [1. Purpose, scope and framework](#1-purpose-scope-and-framework)
2. [2. Identification criteria](#2-identification-criteria)
3. [3. Roles and responsibilities](#3-roles-and-responsibilities)
4. [4. Annual and event-driven declarations](#4-annual-and-event-driven-declarations)
5. [5. Register of related parties](#5-register-of-related-parties)
6. [6. Transactions log](#6-transactions-log)
7. [7. Review and approval procedure](#7-review-and-approval-procedure)
8. [8. Balances, commitments and guarantees](#8-balances-commitments-and-guarantees)
9. [9. Key management personnel compensation](#9-key-management-personnel-compensation)
10. [10. Intra-group transactions](#10-intra-group-transactions)
11. [11. Disclosure drafting](#11-disclosure-drafting)
12. [12. External audit support](#12-external-audit-support)
13. [13. Controls and red flags](#13-controls-and-red-flags)
14. [14. Traceability matrix](#14-traceability-matrix)
15. [15. Glossary and references](#15-glossary-and-references)

## 1. Purpose, scope and framework

<!-- Guidance: State which frameworks and laws apply to this entity and why. Pitfall: listing only the accounting standard and forgetting the company-law approval rules, which carry personal liability for directors. -->

Related party relationships are a normal feature of business, but they create a
risk that transactions are not on the terms that unrelated parties would agree,
that they are not approved by people without a personal interest, or that they
are hidden from shareholders and lenders. This register exists so that every
relationship and every transaction is visible, approved by the right body and
disclosed completely.

Use the register for three distinct obligations, which have different owners and
different tests:

- **Accounting disclosure.** The financial statements disclose related
party relationships, transactions, outstanding balances and key management
personnel compensation. The framework sets the definition and the content of the
note. Determine which framework applies to each set of statements (consolidated,
separate, statutory).
- **Corporate approval.** Company law, listing rules and the entity's
own articles decide who must approve a transaction with a related party before
it is signed. These rules use their own definitions, which often differ from the
accounting definition.
- **Tax.** Transfer pricing rules use another definition of associated
or related enterprises and require arm's length pricing and documentation. Keep
tax analysis in the transfer pricing files and link to them from here.

| Obligation | Basis (as of 2026-10; check local law) | Applies to *Example* |
|---|---|---|
| Disclosure, IFRS | IAS 24 Related Party Disclosures (name and number only) | Consolidated and separate financial statements of Corvid Commerce Group |
| Disclosure, US GAAP | FASB ASC Topic 850 Related Party Disclosures (name and number only) | Corvid Commerce Inc US GAAP reporting package, if requested by lenders |
| US registrant disclosure | Form 20-F Item 7.B (related party transactions) for foreign private issuers, with Item 7.A for major shareholders; SEC Regulation S-K Item 404, 17 CFR 229.404, for domestic registrants (US public domain) | Corvid Commerce Group plc: Form 20-F Item 7.B |
| United Kingdom, listed | FCA UK Listing Rules, related party transactions chapter for commercial companies (UKLR 8; check the current FCA Handbook text and thresholds) | Corvid Commerce Group plc |
| EU listed companies | Directive 2007/36/EC Article 9c, inserted by Directive (EU) 2017/828 (material related party transactions), as transposed nationally | Not applicable: Corvid's shares are not admitted on an EU regulated market |
| Germany | Stock Corporation Act (AktG) sections 111a to 111c, listed companies only (check consolidated text) | Not applicable: Corvid Commerce GmbH is a private limited company |
| United Kingdom, company law | Companies Act 2006, Part 10, Chapter 4 (for example section 190 substantial property transactions, section 197 loans to directors) | Corvid Commerce Group plc and Corvid Commerce Ltd |
| Vietnam | Law on Enterprises No. 59/2020/QH14 (as amended), approval of contracts with related persons; Decree 255/2026/ND-CP for transfer pricing (check number and effective date) | Corvid Commerce Vietnam LLC |
| Auditor | ISA 550 Related Parties (name and number only); PCAOB AS 2410 Related Parties for US public company audits | Group auditor and component auditors |

## 2. Identification criteria

<!-- Guidance: Write the criteria the team applies, in your own operating terms, and point to the framework for the authoritative definition. Pitfall: copying a definition from memory and missing a category, such as close family members of key management or an entity that provides key management services. -->

Build the population from every route by which a party can be related to the
reporting entity. Apply the authoritative definition in IAS 24 paragraph 9 (or
the ASC 850 glossary for US GAAP) to each candidate and record the conclusion
with a reason; do not rely on the categories below as a substitute for the
standard. The categories are a collection checklist so that nobody is missed.

| Category ID | Population to collect | Source of data | Refresh trigger |
|---|---|---|---|
| CAT-01 | Parent, ultimate controlling party and any party with joint control or significant influence over the entity | Share register, shareholder agreements | Change in shareholding |
| CAT-02 | Subsidiaries, associates, joint ventures and fellow subsidiaries in the group | Group structure chart, consolidation system | Acquisition, disposal, new entity |
| CAT-03 | Key management personnel (KMP) of the entity and of its parent | Board and committee lists, executive committee list, delegated authority list | Appointment or departure |
| CAT-04 | Close family members of the people in CAT-01 and CAT-03 | Personal declarations (section 4) | Annual and on change |
| CAT-05 | Entities controlled, jointly controlled or significantly influenced by people in CAT-03 or CAT-04, and entities where they are KMP | Personal declarations, company registry searches | Annual and on change |
| CAT-06 | Post-employment benefit plans for employees of the entity or a related entity | Pension and benefit plan documents | Plan change |
| CAT-07 | An entity, or a member of its group, that provides key management personnel services to the reporting entity | Service contracts, management agreements | New contract |
| CAT-08 | Government and government-related entities, where the framework provides a partial exemption that the entity uses | Ownership analysis | Change in state ownership |
| CAT-09 | Parties that are related for company law, listing or tax purposes only | Legal and tax review | Annual |

Record parties that you considered and concluded are **not** related, with the
reason, in the same register with status "Assessed: not related". Auditors ask
how management reached its population, and a documented negative conclusion is
the strongest answer. Typical examples are a supplier whose owner sits on an
advisory panel without decision rights, or an investor whose stake sits below
the level at which the group evaluates significant influence.

Treat the date of the relationship carefully. A party is related only for the
period during which the relationship existed. A director who resigned on 30 June
is related for the first half of the year; their transactions after that date
are disclosed only if the framework or law requires it. Record start and end
dates in section 5 so that the transaction log can be filtered by period.

## 3. Roles and responsibilities

<!-- Guidance: Name a person for each task. Pitfall: leaving declarations to the finance team, which has no authority over directors; the company secretary or chair should own them. -->

| Task | Responsible | Accountable | Consulted | Informed |
|---|---|---|---|---|
| Issue and chase declarations | [@company-secretary] | [@board-chair] | [@group-financial-controller] | Audit committee |
| Maintain the register of parties (section 5) | [@group-financial-controller] | [@cfo] | Legal, tax | Entity controllers |
| Flag transactions in the ERP and log them (section 6) | Entity controllers | [@group-financial-controller] | Procurement, sales operations | [@cfo] |
| Pre-approval review (section 7) | [@general-counsel] | Audit committee or board | Tax, transfer pricing | External auditor at year-end |
| Draft disclosure (section 11) | [@group-reporting-lead] | [@cfo] | Legal | Audit committee |
| Provide auditor information (section 12) | [@group-financial-controller] | [@cfo] | Company secretary | Audit committee |

Separate the person who benefits from a transaction from every step of its
approval and recording. A director who declares an interest leaves the meeting
for the agenda item and does not sign the purchase order or approve the invoice.
Write this rule into the delegation of authority so that system workflows
enforce it, and test it in section 13.

## 4. Annual and event-driven declarations

<!-- Guidance: Use a short, plain-language form that each KMP signs. Ask about family members and their interests, not only the declarant. Pitfall: accepting "no change" each year without re-confirming the full list. -->

Collect a signed declaration from each director, executive committee member and
other KMP at least once a year, aligned to the year-end close, and within a set
number of days after any change. The declaration asks the person to list close
family members, the entities in which they or those family members hold control,
joint control, significant influence or a management role, and any transaction
or arrangement with the group in the year. Ask the person to confirm that the
list in the previous declaration is complete and current, and show it to them
pre-filled so that a "no change" answer is an informed one.

Explain why the information is needed and how it is protected. The form collects
personal data about family members who are not employees, so limit access,
record the lawful basis, and set a retention period. Store the signed forms with
the company secretary, and keep only the derived party list in this register.

```mermaid
flowchart TD
  A[Year-end minus 8 weeks: issue pre-filled declarations] --> B[KMP completes and signs]
  B --> C{Returned by deadline?}
  C -- No --> D[Escalate to board chair]
  D --> B
  C -- Yes --> E[Company secretary checks completeness]
  E --> F[Controller updates register of parties]
  F --> G[Registry searches on new entities]
  G --> H[ERP vendor and customer master flagged]
  H --> I[Transactions log reconciled to ERP flags]
  I --> J[Disclosure draft and audit committee review]
```

| Declaration ID | Declarant (role) | Period | Issued | Returned | Changes declared | Status |
|---|---|---|---|---|---|---|
| DEC-2026-001 *(Example)* | Director D1 (CEO, CC-HOLD) | FY2026 | 2026-11-02 | 2026-11-09 | Spouse acquired 60% of Hollin Properties GmbH in 2026-03 | Complete |
| DEC-2026-002 *(Example)* | Director D2 (non-executive, audit committee) | FY2026 | 2026-11-02 | 2026-11-12 | Partner in Linnet Digital Ltd (software services) | Complete |
| DEC-2026-003 *(Example)* | Executive E4 (CFO) | FY2026 | 2026-11-02 | 2026-11-20 | Brother owns Pellin Retail SRL, a platform customer | Complete |
| DEC-2026-004 *(Example)* | Executive E6 (Managing Director, CC-VN) | FY2026 | 2026-11-02 | Not returned | Not known | Escalated 2026-11-23 |

Event-driven declarations matter as much as the annual cycle. Require a new
declaration within [30] days of an appointment, and ask KMP to update the
company secretary before entering into any transaction with the group, not
after. For a new director, collect the declaration before the first board
meeting so that conflicts can be managed from day one.

## 5. Register of related parties

<!-- Guidance: One row per party and relationship. If the same party is related in two ways, record both rows. Keep start and end dates. Pitfall: a register that lists people but not the entities they control, which is where most transactions happen. -->

| Party ID | Party name | Category | Relationship to the group | Linked KMP | From | To | ERP vendor / customer IDs | Conclusion |
|---|---|---|---|---|---|---|---|---|
| RP-001 *(Example)* | Halden Holdings S.a r.l. | CAT-01 | Substantial shareholder: holds 24% of Corvid Commerce Group plc and nominates two non-executive directors (significant influence); the group has no parent and no ultimate controlling party | n/a | 2019-05-01 | Open | V-UK-1005 | Related (IAS 24 and UKLR) |
| RP-002 *(Example)* | Director D1 | CAT-03 | CEO and director of CC-HOLD | n/a | 2019-05-01 | Open | EMP-0001 | Related |
| RP-003 *(Example)* | Hollin Properties GmbH | CAT-05 | Controlled by the spouse of D1 | RP-002 | 2026-03-15 | Open | V-DE-4471 | Related |
| RP-004 *(Example)* | Linnet Digital Ltd | CAT-05 | D2 is a partner (KMP of the entity) | RP-005 | 2024-06-01 | Open | V-UK-2210 | Related |
| RP-005 *(Example)* | Director D2 | CAT-03 | Non-executive director, audit committee member | n/a | 2024-06-01 | Open | n/a | Related |
| RP-006 *(Example)* | Pellin Retail SRL | CAT-05 | Owned by the brother of E4 (close family member) | RP-007 | 2025-01-01 | Open | C-EU-90112 | Related |
| RP-007 *(Example)* | Executive E4 | CAT-03 | Chief financial officer | n/a | 2025-01-01 | Open | EMP-0014 | Related |
| RP-008 *(Example)* | Wrenfield Logistics Sp. z o.o. | CAT-02 | Associate, 30% held by CC-DE | n/a | 2023-09-01 | Open | V-DE-3390 | Related |
| RP-009 *(Example)* | Corvid Commerce GmbH Pension Plan | CAT-06 | Post-employment benefit plan of CC-DE | n/a | 2020-01-01 | Open | n/a | Related |
| RP-010 *(Example)* | Ostrava Capital Partners | CAT-09 | Holds 6% of Corvid Commerce Group plc, no board seat; below the 10% UKLR substantial shareholder level | n/a | 2025-07-01 | Open | n/a | Assessed: not related for IAS 24 or UKLR; disclosed as a major shareholder under Form 20-F Item 7.A; monitor |

Keep the register sortable by entity so that each subsidiary can produce its own
list for its statutory accounts. A party related at group level is often related
to every subsidiary as well (for example a group director who is KMP of the
parent), but some parties are related only to one entity. The separate financial
statements of each entity need their own population, including fellow
subsidiaries.

Link each party to its vendor and customer master records. The ERP flag is the
main detective control: it lets the controller extract all postings with related
parties at period end and compare them with the transactions log. Assign a
single flag value per party ID so that the extract maps back to this register.

## 6. Transactions log

<!-- Guidance: Log each contract or arrangement, then the period amounts from the ledger. State the terms and the evidence that they are comparable to terms with unrelated parties, without claiming arm's length unless you can substantiate it. Pitfall: logging only payments and missing free services, guarantees, waived fees and assets used without charge. -->

| Txn ID | Party | Entity | Nature | Contract terms | Arm's length evidence | FY2026 amount (EUR k) | Approval ref |
|---|---|---|---|---|---|---|---|
| RPT-001 *(Example)* | RP-003 | CC-DE | Lease of the Halle overflow fulfilment hall (IFRS 16 lease; the main Leipzig warehouse is leased from an unrelated landlord) | 10 years from 2026-04-01, rent EUR 35k a month, indexed | Two broker opinions on market rent, both within 5% | 315 cash rent paid (9 months) | APR-2026-004 |
| RPT-002 *(Example)* | RP-004 | CC-UK | Software development services | Time and materials, day rate EUR 0.72k, cap EUR 200k | Rate within range of three tendered suppliers | 180 | APR-2026-002 |
| RPT-003 *(Example)* | RP-006 | CC-DE | Platform subscription sold to a customer | Standard price list, no discount | Same terms as the published price list | 24 | APR-2026-006 (ratification) |
| RPT-004 *(Example)* | RP-008 | CC-DE | Logistics services purchased from associate | Framework agreement, per-parcel rates | Benchmark against two carriers | 1,260 | APR-2025-011 |
| RPT-005 *(Example)* | RP-008 | CC-DE | Shareholder loan to associate | EUR 500k, 5.0% fixed, repayable 2029 | Rate compared with associate's bank offer | 25 interest income | APR-2025-012 |
| RPT-006 *(Example)* | RP-001 | CC-HOLD | Recharge by Halden for a seconded treasury specialist | Salary cost plus 5%, 12-month secondment | Cost schedule; secondment fees quoted by two agencies were higher | 120 | APR-2026-001 |
| RPT-007 *(Example)* | RP-009 | CC-DE | Employer contributions to pension plan | Plan rules | Not applicable (plan contributions) | 410 | Plan rules |

Check of the example: RPT-001 rent of EUR 35k for nine months from 2026-04-01 to
2026-12-31 is 9 x 35 = EUR 315k paid. Under IFRS 16 the group recognises a
right-of-use asset and a lease liability, so the income statement shows
depreciation and interest rather than rent; the disclosure describes the lease
and shows the amounts the framework requires, so record both the cash paid and
the accounting amounts in the supporting schedule. RPT-005 interest is 500 x
5.0% = EUR 25k for a full year.

Log arrangements that carry no price as well as those that do. A director who
uses a company apartment, a parent that guarantees a subsidiary's bank facility
without a fee, or a shareholder who provides an office free of charge are all
transactions for disclosure purposes, even though nothing is invoiced. Record
the nature and, where useful, an estimate of the value, and mark the amount
column "nil consideration".

Avoid the phrase "on arm's length terms" in the log or in the disclosure unless
the evidence supports it. Frameworks and auditors treat that statement as an
assertion that needs substantiation. Where you only have partial evidence,
describe the terms factually and let the reader judge.

## 7. Review and approval procedure

<!-- Guidance: Define who approves what before signature, how conflicts are managed, and what happens if a transaction slipped through without approval. Pitfall: approval by a committee where the interested person still votes. -->

Every proposed related party transaction goes through the same steps before any
commitment is made:

1. The business owner raises a request with the counterparty, the
nature, the expected value over the contract life, the terms and the reason for
choosing a related party over alternatives.
2. Legal and the company secretary identify which approval rules apply:
the entity's articles, the delegation of authority, company law for the
contracting entity, listing rules where shares are listed, and any lender
consent required by facility agreements.
3. Finance checks the terms against comparable evidence (tenders,
price lists, broker opinions, the transfer pricing benchmark) and records the
conclusion in section 6.
4. The approving body decides without the interested person. Minutes
record the declaration of interest, the person's absence from the vote and the
reasons for approval.
5. The controller flags the vendor or customer in the ERP before the
first invoice so that postings are captured from day one.

| Approval tier | Scope *Example* | Approver | Timing |
|---|---|---|---|
| T1 | Ordinary course, standard price list, contract value below EUR 25k a year | Entity managing director plus group controller, interested person excluded | Before signature |
| T2 | Contract value EUR 25k to EUR 250k over the contract life, or any non-standard terms | Audit committee | Before signature |
| T3 | Above EUR 250k, any transaction with a director or a substantial shareholder, any loan, guarantee or asset sale | Board of CC-HOLD, interested directors excluded | Before signature |
| T4 | Transactions that law or listing rules reserve to shareholders or that need a market announcement | General meeting where the law requires it (for example Companies Act 2006 section 190 for substantial property transactions with directors); for UKLR transactions above the size threshold, board approval, a sponsor's fair and reasonable confirmation and an announcement | Before signature or as the law allows |

For SEC registrants, first decide which form applies. A foreign private issuer such as Corvid reports related party transactions in its annual report on Form 20-F under Item 7.B, and major shareholders under Item 7.A; Regulation S-K Item 404 does not apply to it. Item 7.B uses its own list of related parties, close to IAS 24 but not identical, and asks about the nature and extent of transactions and loans that are material to the company or to the related party, or unusual in nature; read the Form's instructions for the period covered and the content. Keep a separate 20-F column in the disclosure map so that no transaction falls between the two definitions.

For US domestic registrants, Regulation S-K Item 404(b) requires a description of the
registrant's policies and procedures for review, approval or ratification of
transactions reportable under Item 404(a), and identification of any reportable
transaction where those policies were not required or not followed. The Item
404(a) threshold is transactions exceeding USD 120,000 since the beginning of
the last fiscal year (or currently proposed) in which a related person has a
direct or indirect material interest; for smaller reporting companies Item
404(d) uses the lesser of USD 120,000 or 1% of average total assets at year-end
for the last two completed fiscal years. Check the current eCFR text and the
instructions to the Item before relying on these points.

For companies with shares on an EU regulated market, Article 9c of Directive
2007/36/EC, as inserted by Directive (EU) 2017/828, requires Member States to
define material related party transactions, to require their public announcement
and approval by the general meeting or the administrative or supervisory body,
and it allows certain exemptions. The thresholds and procedures are in national
law, so apply the transposing law of the Member State of the company's
registered office.

For a company with equity shares listed in London in the commercial companies category, the UK Listing Rules define related parties (including substantial shareholders holding 10% or more and directors, and their associates) and set a procedure for larger related party transactions: board approval with the conflicted director not voting, a sponsor's confirmation that the terms are fair and reasonable, and a market announcement. Since the 2024 listing reforms, shareholder approval is no longer the default for these transactions. Map each UKLR related party in section 5 and run the percentage ratio tests for each proposed transaction; check the current FCA Handbook text before relying on any threshold.

When a transaction happens without prior approval, do not hide it. Log it, mark
the approval reference "ratification", put it to the approving body at the next
meeting with an explanation of the failure, and record the control deficiency in
section 13. Some laws do not allow approval after the event and make the
contract voidable; take legal advice.

| Approval ID | Txn ID | Tier | Body and meeting | Interested person excluded | Decision | Date |
|---|---|---|---|---|---|---|
| APR-2026-001 *(Example)* | RPT-006 | T3 | CC-HOLD board, meeting 2026/02 | The two Halden-nominated directors left the meeting | Approved; below the UKLR size threshold, so no sponsor confirmation needed | 2026-02-18 |
| APR-2026-002 *(Example)* | RPT-002 | T2 | Audit committee, meeting 2026/03 | D2 left the meeting | Approved, cap EUR 200k | 2026-03-10 |
| APR-2026-004 *(Example)* | RPT-001 | T3 | CC-HOLD board, meeting 2026/03 | D1 left the meeting | Approved, rent within broker range | 2026-03-12 |
| APR-2026-006 *(Example)* | RPT-003 | T1 | Ratified by audit committee | E4 did not take part | Ratified, deficiency logged as RPD-001 | 2026-09-15 |

## 8. Balances, commitments and guarantees

<!-- Guidance: Report year-end balances by party with terms, security, guarantees and any allowance for expected credit losses. Pitfall: forgetting off-balance-sheet guarantees given or received and lease commitments to related parties. -->

| Balance ID | Party | Entity | Type | Balance at 2026-12-31 (EUR k) | Terms and security | Expected credit loss allowance (EUR k) | Guarantee given or received |
|---|---|---|---|---|---|---|---|
| BAL-001 *(Example)* | RP-008 | CC-DE | Loan receivable (RPT-005) | 500 | 5.0%, unsecured, repayable 2029 | 4 | None |
| BAL-002 *(Example)* | RP-008 | CC-DE | Trade payable (RPT-004) | 115 | 30-day terms | n/a | None |
| BAL-003 *(Example)* | RP-004 | CC-UK | Trade payable (RPT-002) | 36 | 30-day terms | n/a | None |
| BAL-004 *(Example)* | RP-006 | CC-DE | Trade receivable (RPT-003) | 2 | Standard terms | 0 | None |
| BAL-005 *(Example)* | RP-003 | CC-DE | Lease liability (RPT-001) | [per IFRS 16 schedule] | Indexed rent, 10 years | n/a | Rent deposit EUR 105k paid |
| BAL-006 *(Example)* | RP-001 | CC-HOLD | Payable for the December secondment recharge (RPT-006) | 10 | 30-day terms | n/a | None |

Agree each balance to the ledger and, where practical, to a confirmation from
the counterparty. Differences between the two sides often show a transaction
that one side has not recorded. For the lease, attach the IFRS 16 schedule so
that the liability, the right-of-use asset and the interest are traceable.

Assess loans and receivables from related parties for expected credit losses in
the same way as other financial assets, and disclose any allowance and any
expense for bad or doubtful debts as the framework requires. A related
counterparty is not automatically low risk; an associate funded mainly by the
group may be weaker than an external customer.

## 9. Key management personnel compensation

<!-- Guidance: Agree the KMP list with the board first. Compensation must reconcile to payroll, share-based payment and pension records. Pitfall: omitting compensation paid by another group entity or by the parent on the entity's behalf. -->

Define the KMP population for each reporting entity and date it. For the group,
it is normally the board of the parent and the executive committee. For a
subsidiary, it includes its own directors and managers with authority over
planning and control of that entity, and can include group executives who direct
it.

Collect compensation in the categories that IAS 24 paragraph 17 sets out
(short-term employee benefits, post-employment benefits, other long-term
benefits, termination benefits and share-based payment) and reconcile each
category to its source.

| Category | Source | FY2026 (EUR k) *Example* | FY2025 (EUR k) *Example* |
|---|---|---|---|
| Short-term employee benefits | Payroll, bonus accrual | 2,140 | 1,980 |
| Post-employment benefits | Pension contributions and service cost | 160 | 150 |
| Other long-term benefits | Long-service plan accruals | 20 | 18 |
| Termination benefits | Settlement agreements | 0 | 240 |
| Share-based payment | IFRS 2 expense for KMP grants | 380 | 310 |
| **Total** | | **2,700** | **2,698** |

Check: 2,140 + 160 + 20 + 0 + 380 = 2,700; 1,980 + 150 + 18 + 240 + 310 = 2,698.
The FY2026 share-based payment amount of EUR 380k is part of the group's total
share-based payment charge of EUR 500k; the remaining EUR 120k relates to other
employees.

Company law and listing rules often require further individual disclosures of
director remuneration in the management report or the remuneration report. Keep
those workpapers separate and reconcile the totals to this table.

## 10. Intra-group transactions

<!-- Guidance: Intra-group transactions are eliminated on consolidation but disclosed in separate and subsidiary financial statements. Keep the matrix that feeds the elimination. Pitfall: disclosing in the subsidiary accounts only the counterparties that happen to have balances at year-end. -->

Record intra-group flows by pair of entities and by type: sales of services,
royalties, management fees, cost recharges, loans, interest, dividends,
guarantees and cash pooling. The same matrix serves three purposes: the
consolidation elimination, the related party note in each entity's statutory
accounts, and the transfer pricing documentation.

| From | To | Type | FY2026 (EUR k) *Example* | Pricing basis | Transfer pricing reference |
|---|---|---|---|---|---|
| CC-HOLD | CC-DE, CC-UK, CC-US | Platform licence royalty | 8,400 | 6% of local external revenue (FY2026 EUR 140,000k) | Local file section [x] |
| CC-VN | CC-HOLD | Software development services | 6,900 | Cost plus 8% | Local file CC-VN |
| CC-DE | CC-UK | Fulfilment services | 1,450 | Cost plus 5% | Local file CC-DE |
| CC-HOLD | CC-US | Intercompany loan | 6,000 balance; 300 interest | 5.0% | Financing analysis |

Check: royalty 140,000 x 6% = 8,400 (CC-VN has no external revenue and pays no
royalty; it is a cost-plus service provider). Interest of EUR 300k on EUR 6,000k
at 5.0% for a full year is 6,000 x 0.05 = 300.

Agree both sides of every flow monthly. Unmatched intercompany balances at
year-end delay consolidation and usually signal a cut-off error. For Vietnam,
related-party and transfer pricing declarations follow Decree 255/2026/ND-CP;
coordinate with the local tax adviser on the declaration form and deadline.

## 11. Disclosure drafting

<!-- Guidance: Draft the note from this register, not from memory. Use the framework's disclosure checklist for the required content and keep the wording factual. Pitfall: aggregating items that need separate disclosure, or omitting the name of the parent and ultimate controlling party. -->

Draft the related party note for each set of statements from sections 5 to 10.
Work through the disclosure checklist for the framework and record where each
requirement is met. The table below only maps topics to paragraph numbers and to
this register; it does not state the requirements. Read the paragraphs
themselves when drafting.

| Note part | Topic (obtain the framework text for the requirement) | IFRS reference | Source in this register | Done |
|---|---|---|---|---|
| A | Parent and controlling party information | IAS 24 paragraphs 13 to 16 | Section 5, CAT-01 | [ ] |
| B | KMP compensation | IAS 24 paragraph 17 | Section 9 | [ ] |
| C | Key management personnel services from a management entity | IAS 24 paragraph 17A | Section 5, CAT-07 | [ ] |
| D | Transactions and outstanding balances, by category of related party | IAS 24 paragraphs 18 to 22 | Sections 6 and 8 | [ ] |
| E | Any statement about terms of transactions | IAS 24 paragraph 23 | Section 6 evidence column | [ ] |
| F | Government-related entities, where the exemption is used | IAS 24 paragraphs 25 to 27 | Section 5, CAT-08 | [ ] |
| G | US GAAP equivalent, where applicable | ASC 850-10-50 | Sections 5 to 9 | [ ] |

*Example draft (FY2026, group statements):* "The Group has no parent and no
ultimate controlling party. Halden Holdings S.a r.l. holds 24% of the shares of
Corvid Commerce Group plc and nominates two non-executive directors, and is a
related party because it has significant influence; the Group paid it EUR 120k
for a seconded treasury specialist. During the year, Corvid Commerce GmbH leased
an overflow fulfilment hall in Halle from Hollin
Properties GmbH, an entity controlled by a close family member of a director,
under a ten-year lease starting on 1 April 2026; rent paid in 2026 was EUR 315k.
The Group purchased software development services of EUR 180k from Linnet
Digital Ltd, in which a non-executive director is a partner. Logistics services
of EUR 1,260k were purchased from the associate Wrenfield Logistics, to which
the Group has also lent EUR 500k at a fixed rate of 5.0%."

For an SEC registrant, the Form 20-F Item 7.B disclosure (foreign private
issuer) or the Item 404 disclosure in the annual report or proxy statement
(domestic registrant) is separate from the financial statement note and uses its
own definitions and, for Item 404, its own threshold. Prepare a reconciliation between the two so that any
transaction in one and not the other has a recorded reason.

## 12. External audit support

<!-- Guidance: Anticipate what the auditor needs under ISA 550 and provide it in one pack. Pitfall: answering auditor inquiries inconsistently across entities, which undermines the reliability of the whole population. -->

The external auditor performs related party procedures under ISA 550 (or PCAOB
AS 2410 for US public company audits). In practice the audit team asks for the
same evidence every year, so prepare one pack and hand it over with the year-end
PBC list:

- the register of parties (section 5) with the identification
approach and changes since last year;
- the transactions log, approvals and minutes (sections 6 and 7);
- the ERP extract of flagged postings and the reconciliation to the
log;
- balances with confirmations (section 8);
- the KMP compensation reconciliation (section 9);
- the control testing results and deficiencies (section 13);
- the draft disclosure with the checklist (section 11).

The management representation letter contains representations on related parties
that the auditor requests; agree their wording with the auditor rather than
drafting from a model. Sign the letter only after the declarations are complete
and the reconciliations are cleared, so that the signatories have a basis for
what they confirm. See Management Representation Letter
(`finance/management-representation-letter`).

Expect the auditor to search for undisclosed relationships, for example by
reading board minutes, reviewing large or unusual transactions near period end,
checking registry data on major suppliers and customers, and inquiring of people
outside finance. Do the same review internally first and record the result.

## 13. Controls and red flags

<!-- Guidance: List the controls that make the register reliable and the indicators that a related party may be missing. Pitfall: relying only on declarations, which fail when a person forgets or conceals an interest. -->

| Control ID | Control | Type | Frequency | Owner | Evidence | FY2026 result *Example* |
|---|---|---|---|---|---|---|
| CTL-RPT-001 | Signed KMP declarations collected and compared with the prior year | Preventive | Annual and on change | [@company-secretary] | Declarations log (section 4) | Exception: DEC-2026-004 late |
| CTL-RPT-002 | New vendor and customer master records screened against the party register | Preventive | On creation | Master data team | Screening log | Effective |
| CTL-RPT-003 | Related party transactions approved at the right tier before signature | Preventive | Per transaction | [@general-counsel] | Approvals table (section 7) | Deficiency RPD-001 |
| CTL-RPT-004 | Quarterly extract of flagged postings reconciled to the transactions log | Detective | Quarterly | [@group-financial-controller] | Reconciliation file | Effective |
| CTL-RPT-005 | Registry search on top 50 suppliers and customers for links to KMP | Detective | Annual | Internal audit | Search report | Effective |
| CTL-RPT-006 | Audit committee review of the register and the draft note | Detective | Annual | Audit committee | Minutes | Planned 2027-02 |

| Deficiency ID | Description | Root cause | Remediation | Owner | Due |
|---|---|---|---|---|---|
| RPD-001 *(Example)* | RPT-003 customer contract signed without T1 approval because the customer was not flagged | Declaration of E4 listed the brother but not his company | Declaration form now asks for entity names and registry numbers; master data screening repeated | [@company-secretary] | 2026-12-31 |

Watch for indicators that a relationship has not been declared: payments to a
supplier that nobody in procurement selected, prices well above or below market,
unusual payment terms or guarantees, transactions approved by one person only,
round-sum consulting fees, customers with the same address or bank account as an
employee, and sales or purchases concentrated just before period end.
Investigate each indicator, record the outcome, and add any newly identified
party to section 5 with the date the relationship began.

## 14. Traceability matrix

<!-- Guidance: One row per transaction so that a reviewer can follow it from the party to the disclosure. Pitfall: disclosure amounts that cannot be traced back to ledger extracts. -->

| Party | Declaration | Transaction | Approval | Balance | Disclosure part | Control |
|---|---|---|---|---|---|---|
| RP-003 *(Example)* | DEC-2026-001 | RPT-001 | APR-2026-004 | BAL-005 | D | CTL-RPT-003 |
| RP-004 *(Example)* | DEC-2026-002 | RPT-002 | APR-2026-002 | BAL-003 | D | CTL-RPT-003 |
| RP-006 *(Example)* | DEC-2026-003 | RPT-003 | APR-2026-006 | BAL-004 | D | CTL-RPT-003, RPD-001 |
| RP-008 *(Example)* | n/a (entity) | RPT-004, RPT-005 | APR-2025-011, APR-2025-012 | BAL-001, BAL-002 | D | CTL-RPT-004 |
| RP-001 *(Example)* | n/a (entity) | RPT-006 | APR-2026-001 | BAL-006 | A, D | CTL-RPT-004 |
| RP-009 *(Example)* | n/a (plan) | RPT-007 | Plan rules | n/a | D | CTL-RPT-004 |

## 15. Glossary and references

<!-- Guidance: Keep definitions short and operational; point to the framework for authoritative definitions. -->

### 15.1 Glossary

| Term | Meaning in this register |
|---|---|
| Related party | A person or entity that meets the definition in the applicable framework (IAS 24 or ASC 850); this register records the conclusion for each candidate |
| KMP | Key management personnel: people with authority and responsibility for planning, directing and controlling the entity's activities, including directors |
| Close family member | A family member who may influence, or be influenced by, the person in dealings with the entity; collected through declarations |
| Related party transaction | Any transfer of resources, services or obligations with a related party, whether or not a price is charged |
| Ratification | Approval obtained after a transaction was entered into; a control failure, not an alternative route |
| Arm's length | Terms equivalent to those between independent parties; claim it only with evidence |
| Item 404 | SEC Regulation S-K disclosure of transactions with related persons for US domestic registrants |
| Item 7.B | Form 20-F disclosure of related party transactions for SEC foreign private issuers |
| Substantial shareholder | Under the UK Listing Rules, a holder of 10% or more of the votes; treated as a related party for listing purposes |

### 15.2 References

| Reference | Version or date | Use |
|---|---|---|
| IAS 24 Related Party Disclosures (IFRS Foundation) | Current issued version; name and paragraph numbers only | Accounting definition and disclosures |
| FASB ASC Topic 850 Related Party Disclosures | Current codification; name and number only | US GAAP disclosures |
| ISA 550 Related Parties (IAASB) | Current version; name and number only | Auditor responsibilities |
| PCAOB AS 2410 Related Parties | Name and number only | US public company audits |
| SEC Regulation S-K Item 404, 17 CFR 229.404 | eCFR current text, checked 2026-10-25 | Transactions with related persons, thresholds and policies (domestic registrants) |
| SEC Form 20-F, Item 7 (Major shareholders and related party transactions) | Current form and instructions on sec.gov (check) | Foreign private issuer disclosure |
| FCA UK Listing Rules (UKLR), related party transactions for commercial companies | FCA Handbook, regime in force since 2024-07-29 (check current text) | Approval, sponsor confirmation and announcement for London listed companies |
| Directive (EU) 2017/828 amending Directive 2007/36/EC (Article 9c) | OJ L 132, 2017-05-20 | Material related party transactions of EU listed companies |
| Companies Act 2006 (UK), Part 10 | Check consolidated text on legislation.gov.uk | Transactions with directors requiring approval |
| Law on Enterprises No. 59/2020/QH14 (Vietnam), as amended | Check consolidated text | Approval of contracts with related persons |
| Decree 255/2026/ND-CP (Vietnam) | Effective 2026-07-01 (check on vbpl.vn) | Transfer pricing and related-party declarations |
| GAO Standards for Internal Control in the Federal Government (GAO-25-107721) | 2025 revision, effective FY2026 | Control design language for section 13 |

## Standard and licence note

Structure aligned with the related party requirements of IAS 24, FASB ASC Topic
850, ISA 550 and PCAOB AS 2410, which are cited by name and number only; no text
from IFRS Foundation, FASB, IAASB or PCAOB publications is reproduced or
paraphrased. Based on SEC Regulation S-K Item 404 (17 CFR 229.404) and the GAO
Green Book (GAO-25-107721), US government works in the public domain, on SEC
Form 20-F Item 7, and on EU, UK (including the FCA UK Listing Rules, cited by
chapter only) and Vietnamese legislation cited by article or section. The register,
procedure, controls and worked example are original text. Corvid Commerce Group,
its entities, people and counterparties and every figure are fictional. Check
the current official version of every cited standard and law, and the law of
each jurisdiction where the group operates, before use. Template licence: MIT.