ºÚÁÏÍø911

1. PURPOSE

The Entertainment and Education Group (ºÚÁÏÍø911), comprising ºÚÁÏÍø911 TopCo Pty Ltd and its subsidiaries, aims to foster an open and transparent work environment in which all team members, suppliers and other eligible whistleblowers can raise concerns about actual or suspected misconduct without fear of reprisals, intimidation or discrimination.

The purpose of this policy is to provide a mechanism through which eligible whistleblowers may report such misconduct without fear of reprisals, intimidation or discrimination, and to encourage the use of this mechanism wherever appropriate.

2. SCOPE

This policy applies to ‘eligible whistleblowers’ which include any person who is, or has been, any of the following in respect of a subsidiary of ºÚÁÏÍø911 TopCo Pty Ltd incorporated in Australia:

• An officer or team member;
• A supplier of goods and/or services or a team member of such a supplier;
• An associate (as defined in the Corporations Act 2001 (Cth) (the Act)); or
• A relative, dependant, spouse or dependant of a spouse of any of the foregoing individuals.

3. MATTERS THE POLICY APPLIES TO

3.1. What matters should be reported?

Eligible whistleblowers are encouraged to report any information that the eligible whistleblower has reasonable grounds to suspect concerns misconduct or an improper state of affairs or circumstances in relation to ºÚÁÏÍø911 (‘disclosable matters’).

Disclosable matters do not have to be about breaking the law. Matters which may amount to a disclosable matter include:

• Dishonest, fraudulent, negligent, corrupt, unethical or unlawful conduct or practices;
• Misleading or deceptive conduct, including improper accounting or financial reporting practices;
• Any conduct or any proposed conduct, bid, proposal, offer, contract, product or other aspect of ºÚÁÏÍø911 business which constitutes a breach of:
  • The Act or Australian Securities and Investments Commission Act 2001 (Cth) (or any other regulation prescribed by the whistleblower laws); or
  • A Commonwealth criminal law that is punishable by imprisonment for a period of 12 months or more;
• Misconduct in relation to ºÚÁÏÍø911’s tax affairs;
• Any conduct that may indicate a systemic issue in relation to ºÚÁÏÍø911;
• A serious breach of any ºÚÁÏÍø911 company policy;
• Conduct within ºÚÁÏÍø911 which poses a significant risk of environmental damage;
• Conduct or conditions endangering the health and safety of any person, which have been reported to ºÚÁÏÍø911 management, but not been acted upon;
• Engaging in or threatening to engage in detrimental conduct against a person who has made, proposes to make or is suspected of making a report under this policy; or
• Any other conduct which has, or may, cause significant loss to ºÚÁÏÍø911 or otherwise be detrimental to its interests.

A report regarding a disclosable matter which is made by an eligible whistleblower to an eligible internal recipient or an eligible external recipient is referred to as a ‘qualifying disclosure’ in this policy.

3.2. What matters are not covered by this policy?

This policy does not apply to information disclosed by eligible whistleblowers to the extent that the information solely concerns a personal work-related grievance of the eligible whistleblower and does not concern a disclosable matter set out in section 3.1 above or a contravention of the protections described in section 7.1 which involves identity protections or 7.2 of this policy which involves protections from detrimental acts or omissions. Personal work- related grievances include:

• An interpersonal conflict between the eligible whistleblower and another team member;
• A decision that does not involve a breach of workplace laws;
• A decision about the engagement, transfer or promotion of the eligible whistleblower;
• A decision about the terms and conditions of engagement of the eligible whistleblower; or
• A decision to suspend or terminate the engagement of, or otherwise discipline, the whistleblower.

Personal work-related grievances may be covered under other ºÚÁÏÍø911 policies including, but not limited to, the Disciplinary Action Policy, Workplace Discrimination, Bullying & Harassment Policy and the Workplace Investigation Policy.

3.3 Reasonable grounds to make the qualifying disclosure

A disclosure may still be a qualifying disclosure if it turns out to be incorrect, but the eligible whistleblower must have reasonable grounds for suspecting that the information they are disclosing concerns misconduct or an improper state of affairs or circumstances in relation to ºÚÁÏÍø911.

A disclosure made without reasonable grounds (such as where the eligible whistleblower knows it to be false) may amount to misconduct and be subject to disciplinary action.

4. REPORTING PROCESS

Disclosable matters must be reported to an eligible recipient in accordance with this section of the policy. An eligible whistleblower needs to make a report regarding a disclosable matter to an eligible internal or external recipient in order for the disclosure to qualify for protection under this policy and at law.

4.1. Reports to eligible internal recipients

ºÚÁÏÍø911 aims to identify and address disclosable matters as soon as possible. In order to enable ºÚÁÏÍø911 to achieve this objective, eligible whistleblowers are encouraged to report disclosable matters to an eligible internal recipient in the first instance.

Internal reports can be made by eligible whistleblowers to eligible internal recipients through a verbal discussion with an eligible internal recipient, by email to the eligible internal recipient’s business email address, or via the ‘open door’ service desk on ºÚÁÏÍø911’s Level Up platform.

If a disclosure is made to a ºÚÁÏÍø911 email address, that email may be accessed by certain people within ºÚÁÏÍø911’s IT department in accordance with ºÚÁÏÍø911’s policies. If an eligible whistleblower is concerned about those limited circumstances in which their email might be accessed, they may prefer to make the disclosure verbally, from an anonymous email address or by the ‘open door’ service desk.

Eligible internal recipients include:

• Qualifying Disclosure Officers appointed by ºÚÁÏÍø911;
• ºÚÁÏÍø911’s internal auditor; and
• All other officers and senior managers of ºÚÁÏÍø911.

As at the date of this policy, the following persons have been appointed by ºÚÁÏÍø911 as ‘Qualifying Disclosure Officers’:

Belinda Falzon Group CPO and Kingpin and NZ COO	T: +61 4 2882 0532 E: [email protected]
Brian Horton Group CFO	T: + 61 2 9409 3688 E: [email protected]

Eligible whistleblowers may wish to obtain independent legal advice before making a disclosure.

4.2. Reports to eligible external recipients

In certain circumstances, an eligible whistleblower may wish to report a disclosable matter to an external recipient. This may be the case where the eligible whistleblower does not feel comfortable reporting the matter internally, is unable to do so or in the case of a public interest or emergency disclosure. An eligible whistleblower will still qualify for protection under this policy if they report a disclosable matter to an eligible external recipient.

The following entities are eligible external recipients:

• ASIC, APRA, the ATO or a Commonwealth body prescribed by a relevant regulation;
• ºÚÁÏÍø911’s external auditors; and
• A registered tax agent or BAS agent who provides tax agent services to ºÚÁÏÍø911 in circumstances where the qualifying disclosure relates to a disclosable matter concerning ºÚÁÏÍø911’s tax affairs.

An eligible whistleblower may also seek legal advice or legal representation in relation to a

disclosure and its eligibility for whistleblower protection under the whistleblower provisions in the Act or the Taxation Administration Act 1953 (Cth).

Contact details for, and information about how to make a disclosure to, an eligible external recipient will generally be published on the website maintained by the eligible external recipient.

4.3. Public interest and emergency disclosures

In certain limited circumstances an eligible whistleblower who has reported a disclosable matter to ASIC, APRA or a relevant Commonwealth authority will be entitled to protection where a public interest or emergency disclosure is subsequently made to a member of the Parliament of the Commonwealth, a Parliament of a State or the legislature of a Territory or a journalist. The qualifying criteria include a requirement to notify the body to whom the initial report was made prior to making a public interest or emergency disclosure and, in the case of a public interest disclosure, include a requirement that at least 90 days must have passed since the initial report was made.

It is important that eligible whistleblowers understand that strict criteria apply and they should seek legal advice from an independent legal adviser prior to making a public interest or emergency disclosure.

4.4. Seeking additional information before making a disclosure

Eligible whistleblowers may wish to seek more information regarding the application of this policy and protections available at law prior to reporting a disclosable matter. Eligible whistleblowers maydo so by contacting a Qualifying Disclosure Officer, contacting ºÚÁÏÍø911’s People and Culture Team or by seeking independent legal advice.

4.5. Anonymous reports

Eligible whistleblowers can report a disclosable matter anonymously and can elect to remain anonymous during and following the investigation of the disclosable matter. An eligible whistleblower may refuse to answer questions that could reveal their identity at any time.

To assist in the investigation of a disclosable matter, eligible whistleblowers who wish to remain anonymous are encouraged to provide a point of contact which will not identify the eligible whistleblower; such as a newly created, anonymous email address.

5. FALSE REPORTS

ºÚÁÏÍø911 aims to encourage eligible whistleblowers to report all disclosable matters. However, all ºÚÁÏÍø911 team members have a responsibility to refrain from making deliberately false or misleading reports. Any ºÚÁÏÍø911 team member who deliberately submits a false or misleading report may face disciplinary action up to and including summary dismissal.

6. INVESTIGATION OF REPORTS

The person(s) appointed to investigate a disclosable matter identified in a qualifying disclosure, the nature of the investigation process, and the manner in which the findings of the investigation are reported will be dependent on the nature of the disclosable matter identified and any other circumstances which ºÚÁÏÍø911 deems relevant. ºÚÁÏÍø911 will ensure that all eligible whistleblowers who are entitled to protection under this policy or at law are afforded the protections set out in section 7 and those prescribed by law.

An eligible disclosure will typically be investigated as follows. This process may vary in ºÚÁÏÍø911's absolute discretion depending on the nature of the disclosure.

Step 1 :  The person who receives the disclosure will provide the information to a Qualifying Disclosure Officer, as soon as practicable, ensuring the discloser’s identity is protected, unless they have consented otherwise. ºÚÁÏÍø911 will acknowledge receipt of each qualifying disclosure.

Step 2 : The Qualifying Disclosure Officer will assess each report which purports to be a report from an eligible whistleblower regarding a disclosable matter in order to determine whether the report is a qualifying disclosure that is subject to the protections afforded by this policy and at law and if a formal, in-depth investigation is required. Where a formal investigation is warranted, the disclosable matter identified in the qualifying disclosure will be investigated as soon as practicable. The Qualifying Disclosure Officer will determine whether the investigation of the disclosure should be conducted internally or externally and appoint an investigator with no conflict of interest to ensure that all disclosable matters identified in qualifying disclosures are dealt with objectively and fairly. The Qualifying Disclosure Officer may in their discretion consider an external investigation is appropriate to ensure fairness and independence or because specialist skills or expertise are required.

Step 3 : The investigator(s) will conduct the investigation in an objective and fair manner, ensuring that they give any team member who is mentioned in the disclosure an opportunity to respond to the allegations prior to any adverse findings being made against them. Those team members are also entitled to access to support services. Where it is appropriate to do so, ºÚÁÏÍø911 will endeavour to update the eligible whistleblower on the status of the investigation on a regular basis, with the frequency and timing of such updates depending on the nature of the disclosure.

Step 4 : The outcome of the investigation will be reported to the Board and other management personnel as required (protecting the discloser’s identity, if applicable) and may, if the Qualifying Disclosure Officer considers appropriate, be shared with the discloser and any persons affected by the disclosure as considered appropriate by the Qualifying Disclosure Officer. The method for documenting and reporting the findings of the investigation may vary depending on the nature of the disclosure.

Appropriate records and documentation for each step in the process will be maintained by the investigator.

ºÚÁÏÍø911 will aim to conclude the investigations as soon as reasonably practicable, and within two months of receiving a qualifying disclosure, but that time may vary depending on the nature of the disclosure.

Subject to the exceptions allowed under section 7.1 of this policy or otherwise by law, the identity of an eligible whistleblower (or information that is likely to lead to their identity becoming known) must be kept confidential at all times during and after the investigation (including in any reporting to the Board or any persons affected).

ºÚÁÏÍø911 cannot disclose information that is likely to lead to the identification of an eligible recipient as part of the investigation unless:

• The information does not include the eligible recipient’s identity;
• ºÚÁÏÍø911 removes any information relating to the eligible whistleblower’s identity or other information that is likely to lead to the identification of the eligible whistleblower; and
• It is reasonably necessary for investigating the issues raised in the qualifying disclosure.

ºÚÁÏÍø911 may not be able to undertake an investigation if it is not able to contact the eligible recipient or receive additional information from them to fully investigate their qualifying disclosure.

7. SUPPORT AND PROTECTION OF ELIGIBLE WHISTLEBLOWERS

An eligible whistleblower who makes a qualifying disclosure is entitled to:

• Have his or her identity protected
• Protection from detrimental acts or omissions; and
• Protection from civil, criminal and administrative liability in certain circumstances.

A summary of the nature of these protections and, where applicable, the manner in which they will be implemented by ºÚÁÏÍø911 is set out below.

7.1. Identity protection

It is an offence for a person to disclose confidential information under either the Act or the Taxation Administration Act 1953 (Cth) where that person directly or indirectly obtained the confidential information because of the qualifying disclosure. For the purposes of the identity protection provisions in each Act, ‘confidential information’ is the identity of, and information which is likely to lead to the identification of, the eligible whistleblower who submitted the qualifying disclosure.

There are certain exceptions which provide that it is not an offence to disclose confidential information:

• To ASIC, APRA, ATO or a member of the AFP;
• To a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the whistleblower protections;
• With the consent of the eligible whistleblower who made the qualifying disclosure; and
• which does not include the identity of the eligible whistleblower who made the qualifying disclosure in circumstances where:
  • The disclosure of that confidential information is reasonably necessary for the purpose of investigating a disclosable matter to which the qualifying disclosure relates; and
  • Where the discloser of that confidential information takes all reasonable steps to reduce the risk that the eligible whistleblower will be identified.

ºÚÁÏÍø911 will not disclose the confidential information of any eligible whistleblower who has submitted a qualifying disclosure except as permitted by law and will actively take reasonable steps to reduce the risk of identification of an eligible whistleblower. Such steps may include, but are not necessarily limited to, securely storing information relating to the qualifying disclosure, redacting the personal information of the eligible whistleblower from material relating to the qualifying disclosure and referring to the eligible whistleblower in a gender-neutral context.

You may lodge a complaint to ºÚÁÏÍø911 or a regulatory body, such as the Australian Securities and Investments Commission (ASIC); the Australian Prudential Regulatory Authority (APRA); or the Australian Taxation Office (ATO), if you believe that your confidentiality has been breached.

7.2. Protection from detrimental acts or omissions

It is an offence under either the Act or the Taxation Administration Act 1953 (Cth) to victimise a person because that person, or any other person, made, may make or is suspected to have made a qualifying disclosure.

Victimisation includes actually causing, or threatening to cause, detriment to a person including, but not limited to:

• Dismissal of a team member;
• Injury of a team member in his or her employment;
• Alteration of a team member’s duties to his or her disadvantage;
• Discrimination between a team member and other team members of the same entity;
• Harassment or intimidation of a person;
• Harm or injury to a person, including psychological harm; or
• Any damage to a person including to his or her property, reputation, business or financial position.

ºÚÁÏÍø911 can take a number of steps to protect people from detriment. For example, this may include:

• Monitoring and managing the behaviour of other team members;
• Implementing investigation processes where appropriate;
• Taking disciplinary action where appropriate for conduct that breaches the confidentiality and detriment requirements under this policy;
• Allowing a person to perform their duties from a different location; and/or
• Providing support services.

An eligible whistleblower may be entitled to seek compensation from, and other remedies against, a person who has caused him or her detriment if he or she suffers loss, damage or injury because of a qualifying disclosure and ºÚÁÏÍø911 failed to take reasonable precautions and exercise due diligence to prevent detrimental conduct.

However, ºÚÁÏÍø911 is entitled to take steps that:

• Are reasonably necessary to protect an eligible whistleblower from victimisation; or
• Relate to managing unsatisfactory work performance or conduct in line with ºÚÁÏÍø911’s performance and conduct management framework.

ºÚÁÏÍø911 will assess the risk of victimisation arising from any qualifying disclosure and, where appropriate, will implement such steps as are reasonably necessary to mitigate the risk of victimisation. Such steps may include moving an eligible whistleblower who has made a qualifying disclosure about his or her immediate place of work to another work area or office to protect him or her.

Eligible whistleblowers may seek independent legal advice or contact regulatory bodies, such as ASIC, APRA or the ATO, if they believe they have suffered detriment because of their disclosure.

7.3. Protection from civil, criminal and administrative liability

An eligible whistleblower who makes a qualifying disclosure is protected from each of the following:

• Civil, criminal or administrative liability for making the qualifying disclosure;
• The exercise of any contractual or other right or remedy against the eligible whistleblower on the basis of the qualifying disclosure; and
• Where the qualifying disclosure is made to ASIC, APRA, the ATO or a prescribed

Commonwealth authority, from the information comprising the qualifying disclosure being adduced as evidence against the eligible whistleblower in criminal proceedings or in proceedings for the imposition of a penalty (other than proceedings in respect of the falsity of the information).

However, eligible whistleblowers may be liable for any misconduct that they have engaged in that is revealed by their disclosure (or revealed by an investigation following their disclosure).

8. DISTRIBUTION AND CONSULTATION

This policy will be distributed through ºÚÁÏÍø911’s Level Up platform, as well as its external website. If you

require any clarification or additional information regarding this policy, please contact your Supervisor, Manager or the People and Culture department.

9. TRAINING

ºÚÁÏÍø911’s Qualifying Disclosure Officers and all eligible internal recipients of qualifying disclosures must attend compulsory training organised by ºÚÁÏÍø911 on its processes and procedures for receiving and handling disclosures made under this policy, including training on confidentiality and the prohibitions against detrimental conduct.

ºÚÁÏÍø911 will inform its external eligible recipients (for example, its auditor and tax agent) about their obligations under the Act and the Taxation Administration Act 1953 (Cth).

Training on the whistleblower program, which will include information on how to make a disclosure, what the disclosure may be about, to whom a disclosure may be made, the protections and support available and when further information or independent legal advice might be sought, will also be made available to all other team members.

10. ADDITIONAL REFERENCE MATERIAL

Other documents which support and/or are relevant to this policy include the following:

Company policies:

• Cash Control and Cash Handling Policy
• Code of Conduct
• Data Sharing Policy
• Disciplinary Action Policy
• Equal Opportunity and Affirmative Action Policy
• Fraud and Corrupt Conduct Investigation Policy
• Gifts Policy
• IT Acceptable Use Policy
• Password Policy
• POS Transactions Policy
• Workplace Discrimination, Bullying & Harassment Policy
• Workplace Investigation Policy
• Workplace Surveillance Policy

Legislation:

Please refer to your local, state and federal legislation relevant to:

• The regulation of corporate activities;
• Human rights;
• Age, sex, gender, race and disability Discrimination;
• Bullying and Harassment;
• Equal employment opportunities; and
• Employment conditions and standards.

Version 3: Effective 12 August 2022