Whistleblower Policy

1. Background and Purpose

Employees and others working closely with Red Piranha Ltd will often be the best source of information when things are not quite right. This Whistleblower Policy is an important element in detecting corrupt, illegal or other undesirable conduct at Red Piranha Ltd

The purpose of this Policy is to:

Creating a supportive environment where people feel safe to speak up underpins Red Piranha Ltd culture. When people do not speak up, this undermines the culture and exposes Red Piranha Ltd to risks. Red Piranha Ltd encourages speaking up about concerns of wrongdoing at Red Piranha Ltd. There are various measures in place to ensure no one is discouraged from speaking up or disadvantaged or victimised for doing so.

This Policy covers the processes for dealing with disclosures made by employees and stakeholders of suspected improper conduct within Red Piranha Ltd in a confidential and secure manner and is intended to apply to whistleblowers in all countries in which Red Piranha Ltd operates.

Red Piranha Ltd is committed to the highest standards of conduct and ethical behaviour in all of our business activities, and to promoting and supporting a culture of honest and ethical behaviour, corporate compliance and strong corporate governance.

This policy is available on the website of Red Piranha Ltd.

This Policy supplements any other policies applicable to Red Piranha Ltd.

2. Who may make a report

Anyone with information about potential wrongdoing relating to Red Piranha Ltd is encouraged to report their concerns under this Policy.

This includes individuals who are or have been in relation to Red Piranha Ltd:

3. What to report

Any concerns of wrongdoing should be reported. This means any misconduct or improper state of affairs or circumstances in relation to Red Piranha Ltd.

Examples of wrongdoing may include:

Wrongdoing does not generally include personal-work related grievances. Grievances which cannot be resolved through speaking with peers or the employee’s manager should be raised with the formal grievance resolution within the company. If a grievance may have significant wider implications for Red Piranha Ltd, this can be reported through the applicable whistleblower channel. There is an expectation that anyone reporting a wrongdoing has reasonable grounds to suspect the information they are disclosing is true, but there will be no penalty if the information

turns out to be incorrect. Those reporting are expected to provide the information upon which their suspicion is based, but are not required to have all the details or have conducted their own investigation.

Personal work related grievances are not within the scope of this Policy and will be addressed through the applicable grievance resolution process. Personal work-related grievances relate to an employee’s current or former employment and tend to have implications for them personally. Examples include:

Who can disclosures be made to?

Disclosures can be made to:

A whistleblower can contact a compliance officer to obtain additional information before making a disclosure.

It is important to note that under the Corporations Act, the whistleblower may also raise the matter with an “officer” or “senior manager” of the company. These are defined in the Corporations Act as “a director, or a senior manager in the company who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the company, or who has the capacity to affect significantly the company's financial standing.”

Those not wanting to reveal their identity can make an anonymous report. However, providing the whistleblower’s name when reporting wrongdoing will make it easier for Red Piranha Ltd to investigate the concern raised. For example the context in which wrongdoing was observed is likely to be useful information. Employees and others who report wrongdoing are protected by Red Piranha Ltd including maintaining confidentiality of the reports and the identity of the whistleblower.

Where no name is provided, Red Piranha Ltd will assess the disclosure in the same way as if identity had been revealed, and any investigation will be conducted as best as possible in the circumstances. However, an investigation might not be possible unless sufficient information is provided.

Employees and stakeholders disclosing wrongdoing will be protected and the investigation will be conducted in accordance with the principles of fairness and natural justice.

4. Responsibility for Policy Compliance and Review

The Compliance Officer for Red Piranha Ltd is responsible for:

5. Protecting a whistleblower’s identity

When reporting wrongdoing, the reporter’s identity and any information that Red Piranha Ltd has as a result of the report that is likely to lead to identification, will only be disclosed if:

6. Detrimental Conduct Prohibited

Red Piranha Ltd strictly prohibits all forms of Detrimental Conduct against whistleblowers. Detrimental Conduct means any actual or threatened conduct that could cause a detriment to the whistleblower as a result of the whistleblower making a disclosure, including:

Red Piranha Ltd will take all reasonable steps to protect the whistleblower from Detrimental Conduct and will take action it considers appropriate where such conduct is identified.

Red Piranha Ltd also strictly prohibits all forms of Detrimental Conduct against people who are involved in an investigation of a disclosure in response to their involvement in that investigation.

7. Specific protections and remedies

The Australian law provides protections if a “protected disclosure” is made, including that:

Except as provided in paragraph (c) above, the protections under Australian law do not grant immunity for any misconduct a discloser has engaged in that is revealed in their disclosure.

Compensation and other remedies may also be available through the courts for loss, damage or injury suffered because of a disclosure or if Red Piranha Ltd failed to take reasonable precautions and exercise due diligence to prevent detrimental conduct.

8. Investigations

Whistleblower disclosures made under this Policy will be documented and investigated promptly.

Red Piranha Ltd takes all reports of potential wrongdoing seriously. All reports will be assessed and, based on the nature and circumstances of the disclosure, a decision made as to whether an

investigation is required. For example, reports of potential wrongdoing of a minor nature that can be resolved informally will typically not require the same level of response as disclosures involving a large-scale and complex investigation. Any investigation will be conducted in a timely, fair and objective manner, and independent from any persons to whom the report relates. Investigations will generally be overseen by the compliance officer. Other people, including employees or external advisers, may also be asked to assist or run the investigation. Where possible, the person reporting the wrongdoing will be informed how Red Piranha Ltd is responding to their report, including whether an investigation will be conducted.

Unless there are confidentiality or other reasons not to do so, employees who are the subject of a report of wrongdoing will be informed of the matters raised in the report at an appropriate time, and will be given a chance to respond to any allegations made against them. They will also be advised of the outcome of any investigation.

9. Special protections under Part 9.4AAA of the Corporations Act 2001 (Cth)

The Corporations Act gives special protection to disclosures about any misconduct or improper state of affairs relating to Red Piranha Ltd if the following conditions are satisfied:

10. Examples

Examples of conduct which may amount to a breach of the Corporations Act include: insider trading, insolvent trading, breach of the continuous disclosure rules, failure to keep accurate financial records, falsification of accounts, failure of a director or other officer to act with the care and diligence that a reasonable person would exercise, or to act in good faith in the best interests of the corporation or failure of a director to give notice of any material personal interest in a matter relating to the affairs of the company.

11. Special Protections under the Taxation Administration Act

The Taxation Administration Act gives special protection to disclosures about a breach of any Australian tax law by Red Piranha Ltd or misconduct in relation to Red Piranha Ltd tax affairs if the following conditions are satisfied:

The protections given by the Taxation Administration Act when these conditions are met are:

Confidentiality

If a report is made, the identity of the discloser will be kept confidential unless one of the following exceptions applies: