# Whistleblower Policy ## 1. Scope This Whistleblowing Policy (Policy) applies to any person who is, or has been, any of the following with respect to Fusion5 Pty Ltd (ACN 109 506 970) or Fusion5 Limited (NZBN 9429037566043) (each referred to as the Company): - employee - officer - director - contractor (including subcontractors and employees of contractors) - supplier (including employees of suppliers) - consultant - auditor - associate - relative, dependant, spouse, or dependant of a spouse of any of the above This group is referred to as 'Eligible Whistleblowers' under Australian law. Under New Zealand law, a ‘discloser’ means an individual who, relevantly, is or was formerly: - an employee - a secondee to the Company - engaged or contracted under a contract for services to do work for the Company - concerned in the management of the Company - a volunteer working for the Company without reward or expectation of reward for that work ## 2. Purpose This Policy has been put in place to ensure any concerns raised regarding any misconduct or improper state of affairs or circumstances in relation to the Company’s business are dealt with appropriately and effectively and in accordance with the requirements of the Corporations Act 2001 (Cth) or Protected Disclosures (Protection of Whistleblowers) Act 2022 (NZ), as applicable. In particular, this Policy aims to: - encourage disclosures of any suspected or actual unethical, illegal, corrupt, fraudulent or undesirable conduct involving the Company’s business; - help to deter wrongdoing; - ensure individuals who disclose protected matters can do so safely, securely and without fear of victimisation or reprisal; - ensure that disclosures are dealt with appropriately and in a timely manner; - provide transparency around the Company’s framework for receiving, handling and investigating disclosures; - support the Company’s values; and - meet the Company’s legal and regulatory obligations. This Policy will be provided to you and all other employees upon commencement of employment and will also be available on our website. The Company may invite officers and employees to attend training sessions to ensure ongoing education and awareness regarding the application of the Policy. ## 3. Reportable Conduct (Australia) and Serious Wrongdoing (New Zealand) You may make a report or disclosure under this Policy if you have reasonable grounds to believe that a person or the Company has engaged in conduct that is or amounts to "Reportable Conduct" (for matters concerning our Australian operations) or "Serious Wrongdoing" (for matters concerning our New Zealand operations). ### 3.1. Reportable Conduct (Australia) Reportable Conduct includes conduct that is: - dishonest, fraudulent or corrupt - illegal (such as theft, dealing in or use of illicit drugs, violence or threatened violence and criminal damage to property or modern slavery in the operations of the Company) - unethical, including any breach of Company policies - oppressive or grossly negligent - potentially damaging to the Company, its employees or a third party - misconduct or an improper state of affairs - misconduct or an improper state of affairs in relation to the Company's tax affairs, which may include tax evasion or other breaches of tax laws under the Taxation Administration Act 1953 (Cth) - a danger, or represents a danger to the public or financial system - harassment, discrimination, victimisation or bullying ### 3.2. Serious Wrongdoing (New Zealand) Serious Wrongdoing is defined in the Protected Disclosures (Protection of Whistleblowers) Act 2022 (NZ) and includes any act, omission or course of conduct that is one or more of the following: - an offence, including modern slavery in the Company’s operations - a serious risk to public health or safety, the health or safety of any individual, or the environment - a serious risk to the maintenance of the law, including the prevention, investigation, and detection of offences, and the right to a fair trial - unlawful, corrupt, or irregular use of public funds or resources If any reports or disclosures you make do not fall within the definition of Reportable Conduct (Australia) or Serious Wrongdoing (New Zealand), you may not qualify for protection under the relevant law. Under New Zealand legislation a disclosure will only be protected if the information is about a Serious Wrongdoing in or by the Company, the person disclosing believes on reasonable grounds that the information is true or likely to be true, or the person disclosing wants the Serious Wrongdoing investigated. A disclosure will not be protected if the person disclosing the information knows the allegations are false or acts in bad faith or the information disclosed is protected by legal professional privilege. For the avoidance of doubt, Reportable Conduct does not include personal work-related grievances. A personal work-related grievance is a grievance about any matter in relation to a staff member’s current or former employment, having implications (or tending to have implications) for that person personally and not more broadly for the Company. Examples of personal work-related grievances are: - an interpersonal conflict between the staff member and another employee; - a decision relating to the engagement, transfer or promotion of the staff member; - a decision relating to the terms and conditions of engagement of the staff member; - a decision to suspend or terminate the engagement of the staff member, or otherwise to discipline the staff member. You should direct any personal work-related grievances to your manager or to Human Resources. ## 4. Making a disclosure The Company relies on you and other employees to behave honestly and ethically. If you become aware of any Reportable Conduct or Serious Wrongdoing, it is expected that you will make a disclosure under this Policy. ### 4.1. Internal reporting You may disclose any Reportable Conduct or Serious Wrongdoing to the Whistleblower Protection Officers listed below: - Deepak Nangia, Group CEO - Rebecca Tohill, Director - Kristy Brown, Chief Executive Officer - New Zealand - Jacob Gunzburg, Group CFO - Belinda Muir, General Counsel - Rebekah Pine, Director - People & Culture You can make a disclosure outside of business hours by contacting the above Whistleblower Protection Officers via email. You are also encouraged to contact the above Whistleblower Protection Officers to obtain any additional information you may require before making a disclosure or for any clarification regarding this Policy. If you are unable to make a disclosure to any of the Whistleblower Protection Officers, including for example where the Reportable Conduct or Serious Wrongdoing involves one or more Whistleblower Protection Officers, a disclosure can be made to an “eligible recipient” within the Company. Eligible recipients include: - officers - directors - senior managers - an auditor or member of an audit team conducting an audit of the Company - an actuary of the Company The Whistleblower Protection Officer or eligible recipient will safeguard your interests and will ensure the integrity of the reporting mechanism. **Stopline hotline**. You can disclose any Reportable Conduct or Serious Wrongdoing to Stopline using the contact details below. Stopline is an independent and confidential reporting hotline that is run by an independent company. You can contact Stopline by: - calling 1300 30 45 50 (Australia) 8am to 6pm AEST weekdays or 0800 42 50 08 (New Zealand) 10am to 8pm weekdays - emailing Stopline at makeareport@stopline.com.au - post sent to Fusion5 c/o Stopline PO Box 403, Diamond Creek, VIC 3089 ### 4.2. Anonymity You may make a disclosure anonymously. You also have the option of providing your details to Stopline but not to Fusion5 and in these instances Stopline will not disclose your identity to Fusion5. However, if you choose to report anonymously it can be difficult for the Company to properly investigate the matters disclosed and for that reason the Company encourages you to share your identity when making a disclosure if you feel comfortable doing so. Where a disclosure has been made externally and you provide your contact details, those contact details will only be provided to a Whistleblower Protection Officer with your consent. ### 4.3. Reporting to regulators and other external authorities You may also make a disclosure to a relevant regulatory body. **For Australian matters:** For disclosures concerning corporate and financial misconduct, the relevant regulatory bodies include the Australian Securities and Investments Commission (ASIC) and the Australian Taxation Office (ATO). For disclosures specifically relating to misconduct concerning the Company's tax affairs, the relevant regulatory body is the ATO. You will be covered by the protections outlined in this Policy if you have reported your concerns to the appropriate regulator. For New Zealand matters: If you have made a disclosure internally and no action has been taken within 20 working days, or if you feel unable to report internally, you can make a disclosure to an "appropriate authority". These include, but are not limited to: - the Ombudsman - the Commissioner of Police - the Controller and Auditor-General - the Director of the Serious Fraud Office - the Inspector-General of Intelligence and Security - the Independent Police Conduct Authority Further appropriate authorities can be found in Schedule 2 of the Protected Disclosures (Protection of Whistleblowers) Act 2022 (NZ). ### 4.4. Reporting to a legal practitioner You may choose to discuss your concerns with a legal practitioner for the purposes of obtaining legal advice or representation. You will be covered by the protections outlined in this Policy if you have reported your concerns to a legal practitioner. ### 4.5. Public interest and emergency disclosures (Australia only) In certain situations, the conduct or wrongdoing may be of such gravity and urgency that disclosure to the media or a parliamentarian is necessary. These types of disclosures are only available for Australian matters and the protections under the Corporations Act 2001 (Cth) will apply to you in limited circumstances. Public interest disclosures and emergency disclosures can only be made to: - a journalist, defined to mean a person who is working in a professional capacity as a journalist for a newspaper, magazine, or radio or television broadcasting service; or - a Member of the Parliament of the Commonwealth or of a State or Territory parliament. You will qualify for protection when making a public interest disclosure if: - you have previously disclosed the information to ASIC or the Australian Prudential Regulation Authority (APRA); - at least 90 days has passed since the previous disclosure was made; - you do not have reasonable grounds to believe that action to address your concerns is being or has been taken; - you have reasonable grounds to believe that making a further disclosure to a journalist or member of parliament would be in the public interest; - you have given written notice to ASIC or APRA stating your intention to make a public interest disclosure and including sufficient information to identify your previous disclosure to that regulatory body; and - the extent of information disclosed to the journalist or parliamentarian is no greater than is necessary to inform the recipient of the misconduct or improper state of affairs or breach of law. You will qualify for protection where you have made an emergency disclosure if: - you have previously disclosed the information to ASIC or APRA; - you have reasonable grounds to believe that the information concerns a substantial and imminent danger to the health or safety of one or more persons, or to the natural environment; - you have given written notice to ASIC or APRA stating your intention to make an emergency disclosure and including sufficient information to identify your earlier report to that regulatory body; and - no more information is disclosed than is reasonably necessary to inform the recipient of the substantial and imminent danger. ASIC’s Information Sheet 238 ([Whistleblower rights and protections | ASIC](https://www.asic.gov.au/about-asic/asic-investigations-and-enforcement/whistleblowing/whistleblower-rights-and-protections/)) contains more information about public interest and emergency disclosures. ## 5. Investigation The Company will investigate all matters reported under this Policy as soon as practicable after the matter has been reported. The Whistleblower Protection Officer will investigate the matter and where necessary, appoint an external investigator to assist in conducting the investigation. All investigations will be conducted in a fair, independent and timely manner and all reasonable efforts will be made to maintain confidentiality during the investigation. If your report is not anonymous, the Whistleblower Protection Officer or external investigator will contact you, by your preferred method of communication to discuss the investigation process and any other matters that are relevant to the investigation. Where you have chosen to remain anonymous, your identity will not be disclosed to the investigator or to any other person and the Company will conduct the investigation based on the information provided to it. Where possible, the Whistleblower Protection Officer will provide you with feedback on the progress and expected timeframes of the investigation. Any person against whom any allegations have been made will also be informed of the concerns and will be provided with an opportunity to respond (unless there are any restrictions or other reasonable bases for not doing so). To the extent permitted by law, the Whistleblower Protection Officer may inform you and/or a person against whom allegations have been made of the findings. The Company will document the findings in a report however any report will remain the property of the Company and will only be shared with you or any person against whom the allegations have been made if the Company deems it appropriate. ## 6. Protection of whistleblowers The Company is committed to ensuring that if you make a disclosure about Reportable Conduct or a Serious Wrongdoing, you will be treated fairly and will not suffer detriment, and your confidentiality will be preserved in respect of all matters raised under this Policy. ### 6.1. Protection from legal action You will not be subject to any civil, criminal or administrative legal action (including disciplinary action) for making a disclosure under this Policy or for participating in any investigation. Any information you provide will not be admissible in any criminal or civil proceedings other than for proceedings in respect of the falsity of the information. This protection does not grant immunity to you for any misconduct that you were involved in that is revealed in the disclosure. ### 6.2. Protection against detrimental conduct The Company is committed to protecting you from any form of detriment for making a disclosure under this Policy. The Company (or any person engaged by it) is strictly prohibited from engaging in 'Detrimental Conduct', which includes any actual or threatened action against you. Detrimental Conduct includes actual or threatened conduct such as the following (without limitation): - termination of employment - injury to employment including demotion, disciplinary action - alteration of position or duties - discrimination - harassment, bullying or intimidation - victimisation - harm or injury including psychological harm - damage to a person’s property - damage to a person’s reputation - damage to a person’s business or financial position - any other damage to a person The Company also strictly prohibits all forms of Detrimental Conduct against any person who is involved in an investigation of a matter disclosed under the Policy in response to their involvement in that investigation. The Company will take all reasonable steps to protect you from Detrimental Conduct and will take necessary action where such conduct is identified. If appropriate, the Company may allow you to perform your duties from another location or reassign you to another role (at the same level) or make other modifications to your workplace or your duties to protect you from the risk of detriment. If you are subjected to Detrimental Conduct as a result of making a disclosure under this Policy or participating in an investigation, you should inform a Whistleblower Protection Officer or eligible recipient in accordance with the reporting guidelines outlined above. You may also be entitled to seek legal remedies if you suffer loss, damage, or injury because of a disclosure and the Company failed to take reasonable precautions to prevent the Detrimental Conduct. Remedies can include compensation, reinstatement, and other court orders. Under New Zealand law, any retaliatory action taken against an employee who makes a protected disclosure may also be treated as grounds for a personal grievance under the Employment Relations Act 2000 (NZ). You are also protected by the anti-victimisations provisions under the Human Rights Act 1993 (NZ). ### 6.3. Protection of confidentiality All information received from you will be treated confidentially and sensitively. You will not be required to provide your name when making a disclosure. To make a disclosure on an anonymous basis, it is recommended that you use a pseudonym and contact the Whistleblowing Protection Officers in the manner outlined above. If you report on an anonymous basis, you will still qualify for the protections in this Policy. If you make a disclosure under this Policy, your identity (or any information which would be likely to identify you) will only be shared if: - you give your consent to share that information; or - the disclosure is allowed or required by law (for example where the concern is raised with a lawyer for the purposes of obtaining legal advice); or - the concern is reported to ASIC, APRA, the ATO or the Australian Federal Police (AFP). Under New Zealand law, if you make a disclosure under this Policy, your identity (or any information which would be likely to identify you) will only be shared if: - you give consent to share that information; or - there are reasonable grounds to believe that the release of the identifying information is essential: - for the effective investigation of the disclosure; or - to prevent a serious risk to public health, public safety, the health or safety of any individual, or the environment; or - to comply with the principles of natural justice; or - to an investigation by a law enforcement or regulatory agency for the purpose of law enforcement. ## 7. Support available Any person who makes a disclosure under this Policy or who is implicated as a result of a disclosure that is made may access Fusion5’s Employee Assistance Programme (EAP) which is a free (up to three sessions) and confidential counselling service. Where appropriate, Fusion5 may also appoint an independent support person to help deal with any ongoing concerns. ## 8. Other matters Any breach of this Policy will be taken seriously and may result in disciplinary action, including termination of employment. The Company may unilaterally introduce, vary, remove or replace this Policy at any time.