Corporate Governance

Prodia Systems Ltd ("Prodia") is a private company limited by shares, incorporated in the Republic of Ireland and subject to the Companies Act 2014. This statement describes the governance framework under which Prodia operates and on which customers, investors, regulators and prospective acquirers may rely when assessing the maturity of the company.

1. Corporate Structure

• Registered office: 27 Pembroke Street Upper, Dublin 2, D02 X361, Ireland.
• Constitution adopted in accordance with Part 2 of the Companies Act 2014.
• Single class of ordinary shares; a complete shareholder register is maintained at the registered office and filed annually with the Companies Registration Office.
• All subsidiaries (where formed) are wholly owned and consolidated for accounting purposes.

2. Board of Directors

The board is constituted in accordance with the Companies Act 2014 and operates under written terms of reference. Reserved matters include issuance of shares, incurrence of material indebtedness, approval of annual budgets, executive compensation, related-party transactions, and any transaction affecting intellectual property ownership.

• Minimum of two directors at all times; at least one resident in the European Economic Area as required by section 137.
• Quarterly board meetings with written minutes retained for not less than ten years.
• Directors' duties under sections 224 to 235 (including duty to act in good faith and to avoid conflicts of interest) are formally acknowledged in writing on appointment.

3. Shareholder Framework

• A shareholders' agreement governs pre-emption rights, transfer restrictions, drag-along and tag-along rights, and information rights.
• Founder shares are subject to time-based and milestone-based vesting with customary leaver provisions.
• Option grants are made under a board-approved employee share option scheme; all grants are minuted and recorded in the cap table.

4. Intellectual Property Assignments

Prodia operates a strict policy of consolidated IP ownership. Without it, none of the company's stated technology positions would be defensible.

• Every founder has executed a present-tense assignment of all pre-incorporation and post-incorporation work product relating to the business.
• Every employee executes a contract containing a present and future assignment of inventions, copyright, design rights and database rights created in the course of employment, together with a waiver of moral rights to the extent permitted by law.
• Every contractor and consultant executes a written agreement containing equivalent assignment and waiver provisions before any deliverable is accepted.
• No code, model, prompt, workflow or documentation is accepted into the Prodia repository or model registry without a verifiable IP assignment on file.

5. Records & Statutory Filings

• Statutory registers (members, directors, secretaries, beneficial ownership) are maintained in line with the Companies Act 2014 and the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019.
• Annual returns and financial statements are filed within statutory deadlines.
• Board minutes, shareholder resolutions and executed agreements are retained electronically with version control and access logging.

6. Related Policies

This statement should be read together with the Conflict of Interest Policy, the Whistleblower Policy, the Anti-Bribery & Anti-Corruption Policy, the Code of Ethics and the Code of Conduct.