Bravura : Whistleblowers PolicyOpens in new window

Whistleblowers Policy

Date: 28 March 2022

Document Status: Published Classification: External

Whistleblowers Policy

Bravura Solutions Limited and its subsidiaries (the Company)

1. Introduction and Purpose

1.1 Background

The Company is committed to promoting and supporting a culture of corporate compliance and ethical behaviour in accordance with the Company's Code of Conduct and statement of values (which can be accessed at the Company's websitehttps://investors.bravurasolutions.com/investor-centre/?page=corporate-governance). The Company also requires its directors, officers, employees, consultants, contractors and suppliers to observe the highest standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the Company, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws.

1.2 Purpose

The purpose of this Whistleblowers Policy (Policy) is to:

• • encourage Whistleblowers to raise any concerns and report instances of Reportable Conduct where there are reasonable grounds to support such action, without fear of intimidation, disadvantage or reprisal;

• • outline the mechanisms for Whistleblowers to make reports under this Policy ;

• • outline the measures in place to protect a Whistleblower; and

• • document and provide transparency regarding how reported concerns are received and, where appropriate, investigated by the Company.

Australia's Corporations Act 2001 (Cth) (Corporations Act) provides certain people with legal rights and protections as Whistleblowers and requires the Company to have a Whistleblowers Policy that addresses the protections under that Act. Further information on these legal rights and protections is set out in the Appendix to this Policy.

However, it is important to remember that the Company operates in multiple countries; your legal rights and obligations as a Whistleblower will depend on the laws applicable to your particular situation and the Company must comply with all local laws. If compliance with this Policy would breach any local laws, or if those local laws impose a higher standard of protection, the applicable laws will take precedence to the extent of the inconsistency.

2.Who can make a report?

You can raise a concern of Reportable Conduct under this Policy as a Whistleblower, and the terms of this policy will apply to you, if you are a current or former:

• a) Company employee (including a full time, part time, casual or fixed term employee);

• b) Company officer (including a director or secretary);

• c) person who supplies services or goods to the Company, whether paid or unpaid (for example, a contractor, consultant, service provider, supplier or business partner), or an employee of such a supplier;

• d) associate of the Company (for example, a director or secretary of a member of the Company); or

• e) relative (including a parent, child or sibling), dependant or spouse (including a de facto partner) of any of the people listed above.

Even if you don't fall into one of the above categories, you are still encouraged to raise any concern you have through the channels outlined in this policy. The Company will still assess the concern raised and take appropriate steps. While theCompany may not be able to apply all of the protections set out in this Policy to you in this circumstance, it will look for ways to support all people who raise a concern.

3.Communication of this Policy

A copy of this Policy will be made available:

• a) on the Company's website available athttps://investors.bravurasolutions.com/investor-centre/?page=corporate-governance;

• b) to all directors, officers and Whistleblower Protection Officers;

• c) to all employees and contractors at induction; and

• d) to all employees and contractors via internal online measures or in hard copy from the General Counsel.

4.Reporting conduct

4.1 Reportable Conduct

All Whistleblowers are encouraged to report any matters that they have reasonable grounds to believe or suspect amounts to misconduct or an improper state of affairs or circumstances in connection with the Company's operations. Reportable Conduct may include behaviour or conduct that:

• a) is against the law or regulatory obligation or is a failure by the Company to comply with any legal obligation;

• b) is in serious breach of the Company's policies or Code of Conduct;

• c) is illegal, dishonest, fraudulent, or corrupt;

• d) is detrimental conduct against a person because they have made a report under this Policy;

• e) is unethical, such as dishonestly altering company records or data, or adopting questionable accounting and taxation practices;

• f) is unauthorised disclosure of IP or confidential information or an undisclosed conflict of interest;

• g) is misleading or deceptive conduct of any kind (including conduct or representations which amount to improper or misleading accounting or financial reporting practices either by, or affecting, the Company);

• h) is potentially materially damaging to the Company, an employee or a third party, including unsafe work practices, environmental damage, danger to financial systems, health risks or substantial wasting of company resources;

• i) may cause material financial loss to the Company or materially damage its reputation or be otherwise materially detrimental to the Company; or

• j) any other conduct which involves any other serious impropriety, misconduct, or an improper state of affairs or circumstances.

You do not have to be sure that any of the above behaviour or conduct has occurred in order to raise a concern (for example, if you only have some information leading to a suspicion, but not all the details) and you will be protected under this Policy even if your concern turns out to be incorrect. However, you must not make a report that you know, or ought to know, is false or has no substance. Where it is found that a person has knowingly made a false report, this will be considered a serious matter and may result in disciplinary action.

4.2 What should not be reported?

A concern that relates to a 'personal work-related grievance' does not constitute a Whistleblower matter. Personal work-related grievances are generally grievances relating to a person's current or former employment or engagement that only have implications for them personally, and do not have any other significant implications for the Company or relate to any conduct about a matter that is Reportable Conduct under this Policy (as set out in the section above).

For example, a personal work-related grievance would include interpersonal conflicts with another employee or challenges to decisions relating to the person's employment or engagement, such as a transfer, promotion or disciplinary action.

Personal work-related grievances should instead be raised via the usual channels, such as your local HR Representatives pursuant to the Code of Conduct.

However, if a personal work-related grievance concerns a matter that is Reportable Conduct under this Policy (as set out in the section above), would have significant implications for the Company, or relates to a person suffering from, or being threatened with detriment for making a report under this Policy, it should still be reported under this Policy.

4.3 How to report conduct

Whistleblowers are encouraged to report Reportable Conduct under this Policy through the following channels:

• a) one of the Whistleblower Protection Officers identified in paragraph4.4of this Policy; or

• b) if the Whistleblower feels unable to raise the Reportable Conduct with a Whistleblower Protection Officer, as outlined above, the Whistleblowers may contact an external independent hotline (Independent Hotline). The Independent Hotline is currently provided by Safecall. Representatives of Safecall can be reached at any time on the contact numbers listed below:

Country	Freephone Number
Australia	0011 800 7233 2255
Bermuda	011 800 7233 2255
Hong Kong	3077 5524
India	000 800 440 1256
Luxembourg	00 800 72332255
New Zealand	00 800 7233 2255
Poland	00 800 72332255
South Africa	00 800 72332255
UK	0800 915 1571

Subject to local law requirements, reports can be made anonymously and you can remain anonymous while interacting with a Whistleblower Protection Officers or Safecall in relation to your report, including during any investigation of you report, as well as after your close is closed. At any given time you can identify yourself, but this is your choice and at no point do you need to do this or will you be forced to provide your identity. If you decide to disclose your identity, the Company will take steps to protect your identity and to protect you from detriment.

If you would like to make an anonymous disclosure, it is recommended that you do so through Safecall, which allows for anonymous reports to be made. The Company will make every endeavour to investigate your report where possible and appropriate, but in some cases, there are limitations of what can be achieved if you decide to remain anonymous (for example, if the Company is not able to contact you to obtain sufficient information).

If you would like some further information before making a report, please contact our Whistleblower Protection Officers directly, as identified below.

4.4 Whistleblower Protection Officers

The current Whistleblower Protection Officers nominated by the Company are the Joint Company Secretaries, who are currently Brent Henley, who can be contacted on [phone] or by email [e-mail],and Nigel Liddell, who can be contacted on + 44 (0) 207 997 3062 or by email [e-mail] (each, a "Whistleblower Protection Officer").

4.5 Confidentiality of a Whistleblower's identity

The Company's priority is to support and protect people who raise concerns that are reportable under this Policy. As part of this, a person who raises a report under this Policy will be afforded the confidentiality protections set out in this Policy.

In particular, if you are a Whistleblower, and you raise a concern that is Reportable Conduct under this Policy, your identity (and any information that the Company has because of your report that someone could likely use to identify you) will only be disclosed if:

• a) you consent to the disclosure of that information;

• b) the disclosure is required or allowed by law (for example, disclosure by the Company to a lawyer or to obtain legal advice in relation to whistleblower protections); and/or

• c) in the case of information likely to identify you, it is reasonably necessary to disclose the information for the purposes of an investigation, but you are not identified and all reasonable steps are taken by the Company to prevent someone from identifying you.

Reports received will be treated sensitively and seriously. To maintain the confidentiality of a report, the Company:

• a) limits access to information relating to your report;

• b) carefully reviews and potentially de-identifies certain aspects of your report as appropriate; and

• c) uses tools and platforms (such as Safecall) that allow reports to be made anonymously.

Please be aware that if you do not consent to the limited sharing within the Company of your identity and the information provided by you as needed, this may limit the Company's ability to progress your report and to take any action in relation to it.

You have a right to raise with the Company any issue you experience as a result of making a report (including if you believe or suspect that there has been a breach of your confidentiality) directly with Safecall or the Whistleblower Protection Officers.

Any breach of confidentiality in relation to the disclosure or Whistleblower's identity will be taken seriously, and may be the subject of a separate investigation and/or disciplinary action.

5.Handling of reports

5.1 How the investigation is undertaken

Making a report under this Policy guarantees that it will be initially assessed by the Company and a decision made by the Company as to whether it should (and can) be investigated further. The Company's response will vary depending on the nature of the report (including the amount of information provided). It may not be possible to investigate a disclosure if the Company is not able to contact you to obtain sufficient information (for example, if you have made the report anonymously and have not provided contact details).

Where an investigation is undertaken, the objective will be to determine whether there is enough evidence to substantiate the matters reported. Investigations will be impartial of both the Whistleblower who made the report and the person(s) or business unit(s) reported. For example, this means the relevant investigator will not be involved in the matters alleged.

The timeframe for an investigation will vary depending on the nature of the report. The Company endeavours to complete investigations within 90 days of receipt of a report, however this time period may be exceeded depending on the circumstances of the matter.

Unless there are confidentiality or other reasons not to do so, employees to whom a report relates will be informed of the allegation at the appropriate time, and given an opportunity to respond to the allegation(s) made against them, as and when required by principles of procedural fairness. They can also access the Company's Employee Assistance Program.

Findings will be made on the balance of probabilities and it will be either that the allegation(s) are:

• a) fully substantiated;

• b) partly substantiated (for example, if one but not all allegations are substantiated);

• c) not able to be substantiated;