Whistleblower Policy

This document constitutes an abridged version of SYPAQ’s full whistleblower policy.

This version has had various information excluded in accordance with Australian Securities & Investment Commission’s (ASIC) Regulatory Guide 270. Specifically, ASIC’s Regulatory Guide 270, sub section 139, provides that an entity can exclude various information from a published versions of a whistleblower policies where the excluded information would not be useful to external disclosers, and/or, not suitable for external publication.

Where a party wishes to obtain a copy of the unabridged version of this policy for the purpose of legitimate whistleblowing activities, or, where the requesting party is ASIC who are requesting the unabridged policy for the purpose of ensuring compliance with the relevant statutory framework, parties can request and receive the unabridged version by emailing [email protected].

TABLE OF CONTENTS. 2

1……… PURPOSE.. 3

2……… DEFINITIONS & INTERPRETATIONS. 3

3……… REPORTING.. 6

3.1… Submitting a Report. 6

3.2… Required Contents of a Whistleblower Report. 6

4……… CONFIDENTIALITY.. 6

5……… INVESTIGATIONS OF A REPORT.. 7

5.1… Preliminary Review of the Report. 7

5.2… Formal Investigation.. 7

6……… FINDINGS. 7

7……… PROTECTION.. 8

7.1… Under This Policy. 8

7.2… Additional Protections. 8

7.3… Distinguishing Between Personal Work-Related Grievances and Unacceptable Conduct 9

7.4… Ensuring Fair Treatment of Individuals Mentioned in a Disclosure. 9

8……… AVAILABILITY AND ACCESS TO FULL POLICY.. 9

9……… REVIEW… 9

ANNEXURE A: LEGAL PROTECTIONS FOR WHISTLEBLOWERS. 10

ANNEXURE B: SYPAQ COMMITMENT.. 12

PART 1 – SYPAQ SUPPORT AND PROTECTION FOR WHISTLEBLOWERS. 12

PART 2 – ENSURING FAIR TREATMENT OF INDIVIDUALS MENTIONED IN A DISCLOSURE 13

1 PURPOSE

Australian Commonwealth Laws provides protections in certain circumstances for certain individuals who make a disclosure under whistleblower laws. Whistleblowers are provided protections so that any party reporting can do so confidentially and without apprehension of detriment or reprisal.

SYPAQ Group Holdings Pty Ltd (SYPAQ), and its related entities, recognises the importance of whistleblower laws and seeks to adhere to best practice in this regard. This document details (in an abridged manner) SYPAQ’s whistleblower policy in compliance with this desire, and these relevant associated laws in a non-exhaustive manner.

SYPAQ is committed to conducting its operations ethically, with integrity and probity and in keeping with its core values. This includes a resolute commitment to foster and maintain a working environment that adheres at all times to legislative requirements, good corporate governance practices and ethical and responsible behaviour.

The purpose of this version of SYPAQ’s Policy is to both outline and detail various protections afforded to whistleblowers and provide a clear framework and associated processes to enable and encourage the reporting of any concerns about unlawful, unethical, irresponsible, or undesirable conduct involving SYPAQ.

2 DEFINITIONS & INTERPRETATIONS

Terms or words not specifically defined below are to be given their normal meaning and usage. Reference to a singular may also where appropriate refer to a plural.

Term	Meaning
CEO	SYPAQ’s Chief Executive Officer
Eligible Person	Any of the following of SYPAQ: · current and former directors or company secretaries; · current and former Employees; · current and former associates; · current and former volunteers; · current and former service providers, suppliers and tenants; · employees of current and former service providers, suppliers, or tenants (including parties engaged by SYPAQ); and · relatives, spouses or dependents of any individuals listed · above (or their spouse’s dependents).
Eligible Recipient	Any of the following: · an officer or senior manager of SYPAQ or of a related body corporate; · a designated Whistleblower Officer engaged by SYPAQ; · an auditor (internal or external), or a member of an audit team conducting an audit of SYPAQ; · ASIC or APRA or another Commonwealth body prescribed by regulation; or · a legal practitioner, for the purposes of obtaining legal advice or legal representation in relation to the report of Unacceptable Conduct.
Emergency Disclosure	The disclosure of information to a journalist or parliamentarian where: · the discloser has previously made a disclosure of the information to ASIC, APRA or another Commonwealth body prescribed by regulation; · the discloser has reasonable grounds to believe that the information concerns a substantial and imminent danger to the health and safety of one or more persons or to the natural environment; · before making the emergency disclosure, the discloser has given written notice to the body to which the previous disclosure was made that includes sufficient information to identify the previous disclosure and states that the discloser intends to make an emergency disclosure; and · the extent of the information disclosed in the emergency disclosure is no greater than is necessary to inform the journalist or parliamentarian of the substantial and imminent danger.
Employees			All casual, temporary, and permanent staff (including secondees, interns (paid or unpaid), contractors and consultants) and officers of SYPAQ.
Public Interest Disclosure			The disclosure of information to a journalist or parliamentarian where: · at least 90 days have passed since the discloser made the disclosure to ASIC, APRA or another Commonwealth body prescribed by regulation; · the discloser does not have reasonable grounds to believe that action is being, or has been, taken in relation to their disclosure; · the discloser has reasonable grounds to believe that making a further disclosure of the information is in the public interest; and · before making the public interest disclosure, the discloser has given written notice to the body to which the previous disclosure was made that includes sufficient information to identify the previous disclosure and states that the discloser intends to make a public interest disclosure.
Unacceptable Conduct			Includes any of the following types of conduct, which is actual or suspected, current, or past: · dishonest, fraudulent, or corrupt, including bribery or a · abuse of authority; · illegal or in breach of a legal obligation; · unethical, improper or in material breach of SYPAQ ’s policies or Code of Conduct; improper behaviour relating to accounting or internal/external audit matters or processes; · harassment, discrimination, victimization or bullying; · which endangers the health or safety of an individual; · which may be contrary to SYPAQ ’s interests or causes loss to SYPAQ of a financial or non-financial nature (including reputational harm); and · any other kind of misconduct or an improper state of affairs or circumstances in relation to SYPAQ or its tax affairs. · It does not need to be something illegal but does not include a personal work-related grievance of an Employee making a report (see Clause 7.3 for further information on delineating personal work-related grievances from Unacceptable Conduct).

SYPAQ		SYPAQ Group Holdings Pty Ltd [ACN 654 706 037] and any of their subsidiary or controlled entities.
Whistleblower		An Eligible Person that makes a report of Unacceptable Conduct under this Policy.
Whistleblower Investigation Officer:		A senior member of management that has the required skill to manage and investigate the Unacceptable Conduct reported, as determined by the CEO, who must also not be a Whistleblower Officer.
Whistleblower Officer:		A trained Employee specifically designated

This Policy applies to all Eligible Persons and to the conduct specified in the definition of Unacceptable Conduct.

Personal work-related grievances by Employees are not covered by this Policy. Employees with personal work-related grievances should talk to their people leader or a member of SYPAQ’s People & Culture team.

3 REPORTING

3.1 Submitting a Report

Eligible Persons can report any Unacceptable Conduct to a Whistleblower Officer through email to: [email protected].

Reporting of Unacceptable Conduct made under this Policy must be based on a real and genuine belief based on reasonable grounds held by the Eligible Person that Unacceptable Conduct has occurred.

A Whistleblower will not be penalized if the information they hold (including any genuine belief formed on reasonable grounds) which is submitted in a report turns out to be incorrect.

A Whistleblower shall not make and submit a report under this Policy which they know to be misleading, deceptive, or not true, or, likely to mislead or deceive.

If it is found that a person has knowingly submitted a false report, this will be considered a serious matter and may result in disciplinary action, including in serious cases the potential termination of the reporting party’s engagement.

If you require additional information before formally making a disclosure, you can contact a Whistleblower Officer via [email protected].

3.2 Required Contents of a Whistleblower Report

The report should include as much relevant information as possible, including the grounds for the report, steps already taken to resolve the matter elsewhere and supporting documentation (if any), as well as all instances of the alleged Unacceptable Conduct and the known identities of any involved parties.

4 CONFIDENTIALITY

SYPAQ has an obligation to keep the identity, as known to SYPAQ, of all Whistleblowers involved in making a Whistleblower complaint to SYPAQ under this policy confidential.

Further to this, Whistleblowers can choose to remain anonymous including both while making the disclosure and submitting a report, as well as over the course of the investigation and after the investigation is finalised.

A Whistleblowers identity will only be disclosed by SYPAQ where the Whistleblower consents to such disclosure, and/or where there is a legal requirement which requires such disclosure.

If the Whistleblower does not consent to their identity being disclosed to those participating in the investigation (for example, witnesses), SYPAQ will ensure, as far as practicable, that only a de- identified report which does not identify the Whistleblower is disclosed.

When considering whether to disclose their identity, Whistleblowers should consider that remaining anonymous may limit SYPAQ’s ability to progress the disclosure, to take any action in respect of the disclosure, and to provide support to the Whistleblower once the report has been made, including contacting them for further information required to investigate the submitted report and its contents.

5 INVESTIGATIONS OF A REPORT

5.1 Preliminary Review of the Report

Whistleblower reports will be referred to a Whistleblower Investigation Officer who will promptly carry out a preliminary review of the allegations raised in the submitted disclosure. The Whistleblower Investigation Officer that conducts the preliminary review and any investigation will be independent from the area of the business involved.

Following the preliminary review, the Whistleblower Investigation Officer will decide whether the submitted report qualifies for protection, whether there is sufficient information to support an allegation of Unacceptable Conduct and whether a formal investigation is required.

SYPAQ’s response to a whistleblower report may vary depending on the nature of the disclosure (including the amount of information provided) and the severity of the alleged Unacceptable Conduct.

If the Whistleblower Investigation Officer determines that a formal investigation is required, the CEO (or Chair of the Board if the whistleblower report relates to a significant matter involving the CEO) will be informed within a reasonable time of the whistleblower report.

5.2 Formal Investigation

The primary objective of the investigation is to determine whether there is enough evidence to substantiate or refute the matters reported. Necessarily, the Whistleblower Investigation Officer will consider each submitted report that is to be formally investigated on a case-by-case basis and having taken into account the subject matter, complexity and scope of the report.

If the Whistleblower can be contacted, the Whistleblower may be provided with appropriate details of the process to be followed, and with regular updates regarding that process, noting that the frequency of updates will be determined on a case-by-case basis.

Where deemed appropriate, parties alleged to be involved in the commission of Unacceptable Conduct in the submitted report may be informed of the allegations and provided with the opportunity to respond as part of the investigative process.

6 FINDINGS

Where the Whistleblower Investigation Officer believes that a submitted report is substantive enough to be formally investigated, a written report of the findings of any such investigation will be generated.

The report of the findings and recommendations of the formal investigation will be kept confidential and will be provided to the CEO (or only the Chairman, if the CEO is implicated).

Where appropriate (and possible), the Whistleblower may (at SYPAQ’s absolute discretion) be

informed of the outcome of the investigation.

7 PROTECTION

7.1 Under This Policy

SYPAQ will take reasonable steps to protect a Whistleblower who submits a report in accordance with this Policy. SYPAQ will not tolerate any form of harassment, discrimination, victimisation, or retaliation against a Whistleblower by any parties it engages or is affiliated with.

The nature and level of protection SYPAQ may be able to provide to a Whistleblower will vary depending on things such as the nature of the Unacceptable Conduct and parties involved. Protections to a Whistleblower who is not an Employee at the time the report is made may vary depending upon the nature of the relationship between SYPAQ and the Whistleblower.

7.2 Additional Protections

Australian law also offers protections if the Whistleblower makes a report of certain types of Unacceptable Conduct (referred to as ‘disclosable matters’ in the Corporations Act) including but not limited to:

information about actual or suspected misconduct;
an improper state of affairs or circumstances in relation to SYPAQ; or
information that SYPAQ or any Employee of SYPAQ has engaged in conduct that:
- contravenes certain legislation (e.g. the Corporations Act);
- relates to an offence under Commonwealth law punishable by imprisonment for a period of 12 months or more; or represents a danger to the public or the financial

Public Interest Disclosures and Emergency Disclosures also qualify for protection.

The report must be made directly to an Eligible Recipient (which includes the Whistleblower Officers) to qualify for protection under the Corporations Act (or the Taxation Administration Act where relevant).

The additional protections provided by law are that:

the Whistleblower will not be subject to any civil, criminal or administrative liability for making the disclosure;
no contractual or other remedy may be enforced or exercised against the Whistleblower on the basis of the disclosure; and
in some circumstances (e.g. if the disclosure has been made to a regulator), the information the Whistleblower provides is not admissible in evidence against the Whistleblower in criminal proceedings or in proceedings for the imposition of a penalty, other than proceedings in respect of the falsity of the information.

Where appropriate and within SYPAQ’s control, these protections will be made available to all Whistleblowers for reports submitted which deal with Public Interest Disclosures and Emergency Disclosures.

A Whistleblower will still qualify for protection if their disclosure is made anonymously and can still qualify for protection even if their disclosure turns out to be incorrect. Disclosures that are not about ‘disclosable matters’ do not qualify for protection under the Corporations Act (or the Taxation Administration Act where relevant).

7.3 Distinguishing Between Personal Work-Related Grievances and Unacceptable Conduct

Disclosures relating to personal work-related grievances do not generally qualify for protection under the Corporations Act. Personal work-related grievances relate to a discloser’s current or former employment and have, or tend to have, implications for the discloser personally, but do not have any other significant implications for SYPAQ, or do not relate to any conduct, or alleged conduct, about a ‘disclosable matter’.

7.4 Ensuring Fair Treatment of Individuals Mentioned in a Disclosure

SYPAQ will ensure fair treatment of its Employees who are mentioned in a disclosure, including those who are the subject of a disclosure.

8 AVAILABILITY AND ACCESS TO FULL POLICY

This abridged version of SYPAQ’s whistleblower policy is available from SYPAQ’s URL www.sypaq.com.au/whistleblower-policy/. The full version of SYPAQ’s whistleblower policy is available on (for either legitimate whistleblowing purposes, or, where the requesting party is ASIC, for the purpose of assessing regulatory compliance) via the email: [email protected].

9 REVIEW

This Policy will be reviewed as necessary to ensure it complies with changes to the legislative and policy environment to ensure it meets the needs of SYPAQ.

ANNEXURE A: LEGAL PROTECTIONS FOR WHISTLEBLOWERS

The following protections are available under the Corporations Act that are available to Whistleblowers who qualify for protection:

Identity protection (confidentiality)

Protection from detrimental acts or omissions

Compensation and other remedies

Civil, criminal, and administrative liability protection

These protections apply not only to internal disclosures, but also to disclosures to legal practitioners, regulatory and other external bodies, and Public Interest and Emergency Disclosures made in accordance with the Corporations Act.

Identity Protection

The identity of a Whistleblower or information that is likely to lead to the identification of a Whistleblower cannot be disclosed, other than:

To ASIC, APRA, or a member of the Australian Federal Police;

To a legal practitioner for the purposes of obtaining legal advice or legal representation about the whistleblowing provisions in the Corporations Act;

To a person or body prescribed by regulations; or

With the consent of the Whistleblower.

A person can disclose the information contained in a disclosure with or without the

Whistleblower’s consent if:

The information does not include the Whistleblower’s identity;

All reasonable steps have been taken to reduce the risk that the Whistleblower will be identified from the information; and

It is reasonably necessary for investigating the issues raised in the disclosure.

As required by law.

It is illegal for a person to identify a Whistleblower or disclose information that is likely to lead to the identification of the Whistleblower, outside of the exceptions listed above.

Protection from Detrimental Acts or Omissions.

The legal protections for protecting a Whistleblower, or any other person, in relation to a disclosure are described below.

A person cannot engage in conduct that causes detriment to a Whistleblower (or another person), in relation to a disclosure if:

The person believes or suspects that the Whistleblower (or another person) made, may have made, proposes to make, or could make a disclosure that qualifies for protection; and

The belief or suspicion is the reason, or part of the reason, for the conduct.

In addition, a person cannot make a threat to cause detriment to a Whistleblower (or another person) in relation to a disclosure. A threat may be express or implied, or conditional or unconditional. A Whistleblower (or another person) who has been threatened in relation to a disclosure does not have to actually fear that the threat will be carried out.

The types of detrimental conduct that are prohibited under the law include:

Dismissal of an employee;

Alteration of an employee’s position or duties (including by stealth) to his or her

disadvantage;

Discrimination between an employee and other employees of the same employer; and

Damage to a person’s reputation.

Compensation and Other Remedies

A Whistleblower (or any other employee or person) can seek compensation and other remedies through the courts if:

They suffer loss, damage or injury because of a disclosure; and

SYPAQ failed to take reasonable precautions and exercise due diligence to prevent the detrimental conduct.

Civil, Criminal and Administrative Liability Protection

A Whistleblower is protected from any of the following in relation to their disclosure:

Civil liability (e.g. any legal action against the Whistleblower for breach of an employment contract, duty of confidentiality or another contractual obligation);

Criminal liability (e.g. attempted prosecution of the Whistleblower for unlawfully releasing information, or other use of the disclosure against the Whistleblower in a prosecution (other than for making a false disclosure)); and

Administrative liability (e.g. disciplinary action for making the disclosure).

Whistleblowers will not have immunity from liability or disciplinary action for any misconduct that they have engaged in, or assisted others to engage in, as may be the case.

ANNEXURE B: SYPAQ COMMITMENT

PART 1 – SYPAQ SUPPORT AND PROTECTION FOR WHISTLEBLOWERS

Identity Protection

SYPAQ will, wherever reasonably possible, take appropriate measures to protect the confidentiality and identity of a Whistleblower. The measures SYPAQ may employ to protect the confidentiality and identity of a whistleblower may vary depending on the nature and extent of the disclosure. These measures may include (at SYPAQ’s discretion) some or all of the following, or such additional measures as SYPAQ considers appropriate in the circumstances:

Redacting all personal information or reference to the Whistleblower witnessing an event;
Usage of gender-neutral terms or references when referring to the Whistleblower;
Where possible, communicating with the Whistleblower to help identify certain aspects of their disclosure that might inadvertently identify them;
Ensuring that disclosures are handled and investigated by the Whistleblower Investigation Officers or their duly qualified delegates (including internal or external delegates where appropriate);
Securely storing all paper and electronic documents or other materials relating to disclosures, and any investigation, conducted by a Whistleblower Investigation Officer;
Limiting access to all source information relating to a disclosure to those directly involved in managing and investigating the disclosure;
Only making a restricted number of people who are directly involved in handling and investigating a disclosure aware of a Whistleblower’s identity (subject to the Whistleblower’s consent) or information that is likely to lead to the identification of the Whistleblower;
Securing the methodology of transferring soft copy documents relating to the investigation of a disclosure into a hard copy format, for example ensuring printing of documents occurs in a secure environment;
Providing reports to the Risk and Compliance Committee and other Board members in a password protected format and to a Director’s email address, with the password sent direct to each Director’s phone by SMS, and not making reports available by other non- secure means which might be accessed by others persons including for example, administrative staff; and
Reminding each person who is involved in handling and investigating a disclosure about the confidentiality requirements, including that unauthorised disclosure of a Whistleblower’s identity may be a criminal offence.

Protection from Detrimental Acts or Omissions

SYPAQ will, where practicable, take appropriate measures to protect a Whistleblower from detrimental acts or omissions. Depending on the nature and content of the disclosure, these measures may include some or all of the following, or such additional measures as SYPAQ considers appropriate in the given circumstances:

An assessment of the risk of detriment against a discloser and other persons, which will commence as soon as possible after receiving a disclosure;
Access to support services (including counselling or other professional or legal services where appropriate);
Strategies to help a Whistleblower minimise and manage stress, time or performance impacts, or other challenges resulting from the disclosure or its investigation;
Actions for protecting a Whistleblower from the risk of detriment such as allowing the Whistleblower to perform their duties from another location, reassigning the Whistleblower to another role at the same level, making other modifications to the Whistleblower’s workplace or the way they perform their work duties or reassigning or relocating other staff involved in the disclosable matter;
Communication with management regarding their responsibilities to maintain the confidentiality of a disclosure, address the risks of isolation or harassment, manage conflicts, and ensure fairness when managing the performance of, or taking other management action relation to, a Whistleblower;
Advising a Whistleblower how they can lodge a complaint if they have suffered detriment and ensuring that any such complaints are investigated by a suitably qualified external party who was not involved in handling or investigating the original disclosure, with the results of that subsequent investigation reported to the Risk and Compliance Committee; and
Determining appropriate interventions to protect a Whistleblower if detriment has already occurred.

PART 2 – ENSURING FAIR TREATMENT OF INDIVIDUALS MENTIONED IN A DISCLOSURE

SYPAQ will take appropriate measures to ensure fair treatment of individuals mentioned in a disclosure. Depending on the nature and content of the disclosure, these measures may include some or all of the following, or such additional measures as SYPAQ considers appropriate in the circumstances:

The measures outlined in Part 1 above under the heading Identity protection;
Advising the Employee, the subject of a disclosure about the subject matter of the disclosure as and when required by the principles of natural justice and procedural fairness and prior to any actions being taken; and
Access to support services (including counselling or other professional or legal