Global Whistleblower Protection Policy

Last updated: 10 September 2025

1. Purpose, who this Policy protects

This Policy is part of the Marketplacer group’s (“we”, “us” or “Marketplacer”) efforts at creating a culture of integrity. It applies to:

(a) anyone who is or has been an officer or employee of Marketplacer (whether permanent, part time, fixed-term or temporary), as well as contractors, consultants, interns and directors;

(b) current or former suppliers to Marketplacer, and their employees;

(d) relatives, dependants or partners of an individual referred to above,

each “you”, “your” or an “eligible discloser”.

The purpose of this Policy is to encourage you to disclose wrongdoing, ensure you feel safe and secure in raising concerns about misconduct or other improper circumstances at Marketplacer and to inform you of the reporting and investigative processes that enable you to make disclosures while maintaining confidentiality (and anonymity if you choose).

When you speak up, we may be able to address wrongdoing that might not otherwise have been uncovered. This Policy is one mechanism in our risk management framework that enables us to meet our legal and regulatory obligations, and in doing so protect the long-term viability of our business and reputation.

2. Matters this Policy applies to

As an eligible discloser, you qualify for protection as a whistleblower when you make a disclosure:

(a) of information relating to a disclosable matter; and

(b) to an eligible recipient (see Section 3).

A “disclosable matter” means information that you have reasonable grounds to suspect concerns of misconduct or an improper state of affairs or circumstances in relation to any Marketplacer group company. Examples of disclosable matters include:

(a) illegal conduct (or the deliberate concealment of such conduct) such as theft, violence or criminal damage against property);

(b) financial irregularity, including fraud, money laundering or misappropriation of funds;

(c) corruptconduct, including offering or accepting of bribes(refer to Marketplacer’s Global Anti-Bribery and Corruption Policy);

(d) failure to comply with or breach of any legal or regulatory requirements, although disclosable matters may not always involve a breach of law;

(e) unfair or unethical dealing with a customer or supplier;

(f) information that indicates a significant risk to public safety or stability of, or confidence in, the financial system, whether or not it involves a breach of law; or

(g) engaging in or threatening to engage in detrimental conduct against a person who has made a disclosure or is believed or suspected to have made or be planning to make a disclosure.

Disclosures that relate solely to personal work-related grievances do not qualify as disclosable matters, unless those personal work-related grievances are reported together with disclosable matters. Examples of personal work-related grievances that would not qualify for protection under this Policy include interpersonal conflicts between employees or a decision that does not involve a breach of workplace laws.

If you do have a personal work-related grievance, please refer to our Grievance and Dispute Resolution procedure in the Employee Handbook.
If you make a report about a disclosable matter to an eligible recipient under this Policy, you will qualify for protection as a whistleblower and will be afforded the protections described in this Policy.¹ You are encouraged to speak up about disclosable matters, whether openly or anonymously, to an eligible recipient (see Section 4).

You may still qualify for protection even if your disclosure is later proven incorrect (such as after an investigation), provided that you had reasonable grounds to suspect misconduct or an improper state of affairs. However, deliberately false reporting of a disclosable matter, whether under this Policy or otherwise, will be treated as a serious disciplinary matter. You will also not have the protections under this Policy if you make a false report.

3. Who can receive a disclosure, how to make disclosures

To qualify for protection, you must make a report on a disclosable matter directly to one of the following internal or external eligible recipients:

Internal Eligible Recipients

Recipient	How to make a disclosure*^
A director or company secretary of a Marketplacer group company	In person, by e-mail or post to: The Board of Directors PO Box 37 Williamstown VIC 3016 Australia
Whistleblower Protection Officers	Australia and New Zealand General Counsel By phone (0439 458 383) E-mail: wpo@marketplacer.com By post to: Whistleblower Protection Officer PO Box 37 Williamstown VIC 3016 Australia United States and UK VP of People Phone: +61 404 940 149 Email: wpo@marketplacer.com By post to: Whistleblower Protection Officer 2041 East St PMB 202, Concord CA 94520 USA
Whistleblower Investigation Officer	Breana Borracci, VP of People By phone (+61 404 940 149) E-mail: breana.borracci@marketplacer.com By post to: VP of People – Marketplacer PO Box 37 Williamstown VIC 3016 Australia
Any member of the leadership team or Vice President level or above manager.	In person, by phone or email.

* Internal disclosures may be made both within or outside of business hours.
^ Disclosures may be made anonymously if preferred. Anonymous disclosures in accordance with this Policy are afforded the same protections as disclosures where the discloser is identified.

We encourage you to make disclosures to internal eligible recipients first to enable us to identify and address wrongdoing as soon as possible. However, you are entitled to make a disclosure directly to external eligible recipients without first making an internal disclosure.

External eligible recipients:

(a) Legal practitioners for the purposes of obtaining legal advice or legal representation about the operation of the whistleblower provisions under applicable laws (even where the legal practitioner concludes that a disclosure does not relate to a disclosable matter);

(b) Regulatory bodies in your jurisdiction²; and

(c) In the case of Public Interest Disclosures and Emergency Disclosures only, a journalist or parliamentarian. It is important that you understand the criteria for Public Interest Disclosures and Emergency Disclosures, as you will not qualify for protection for disclosures which do not meet the criteria. You should contact an independent legal adviser in the country you work in before making such a disclosure.

Emergency Disclosure means a disclosure of information to a journalist or parliamentarian where:

(a) you have previously made a disclosure of information to an appropriate regulatory body;

(b) you have reasonable grounds to believe the information concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment; and

(c) before making the emergency disclosure, you have given written notice to the regulatory body that includes sufficient information to identify the previous disclosure and states that you intend 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 the parliamentarian of the substantial imminent danger.

Public Interest Disclosure means a disclosure to a journalist or a parliamentarian where:

(a) at least 90 days have passed since you made the disclosure to a regulatory body;

(b) you do not have reasonable grounds to believe that action is being or has been taken in relation to your disclosures;

(c) you have reasonable grounds to believe that making a further disclosure of the information is in the public interest; and

(d) before making the public disclosure you have given written notice to the

regulatory body that includes sufficient information to identify the previous disclosure and states that you intend to make a public interest disclosure.

4. Legal protections for disclosers

Marketplacer recognises that “whistleblowing” can be a very stressful and difficult thing to do. Provided that you have reasonable grounds for your concern and have not yourself engaged in serious misconduct or illegal conduct, you will not be subject to disciplinary or other sanctions by Marketplacer in relation to any matters that you report.

In particular, you will be protected from:

(a) any civil, criminal or administrative liability for making the report of a disclosable matter, although this protection does not grant you immunity for any misconduct you engaged in which is revealed in a disclosure;

(b) Marketplacer exercising any contractual right, or seeking any contractual remedy against you on the basis that you have made the report; or

Identity protection (confidentiality)

Marketplacer is legally obliged to protect the confidentiality of your identity. Subject to limited exceptions, it is illegal for a person to identify an eligible whistleblower or disclose information that is likely to lead to the identification of the eligible whistleblower. A contravention of this requirement may lead to disciplinary action, including termination of employment, as well as imprisonment and fines.

Your identity or information likely to reveal your identity will only be disclosed if:

(a) you consent to it,

(b) it is reported to a relevant regulator or otherwise authorised by law; or

(c) it is raised with a lawyer for the purpose of obtaining legal advice or representation about the whistleblower protection laws.

Marketplacer can disclose the information contained in a disclosure without your consent if:

(a) the information does not include your identity;

(b) Marketplacer has taken all reasonable steps to reduce the risk that you will be identified as a result of the disclosure; and

It is nevertheless possible that someone might deduce your identity without there having been a breach of confidentiality. For example:

(a) if the nature of your report points to one particular individual having made it;

(b) if you have previously mentioned to others that you had considered making a disclosure;

(d) the information disclosed was disclosed to you privately and in confidence.

The legal protections described in this Policy apply whether you report a disclosable matter directly to an eligible recipient anonymously or choose to provide your identity. You can choose to remain fully anonymous while making a disclosure, over the course of an investigation and after the investigation is finalised, by submitting an anonymous report via post (see Section 3). In this case, we suggest you provide a mechanism for us to ask questions (such as an anonymized email address). You can refuse to answer any questions that you feel could reveal your identity at any time. We may not be able to undertake an investigation in circumstances where a disclosure is made anonymously and you have not provided a means for us to contact you.

You can also request that you remain partially anonymous such that your identity is only revealed to the eligible recipient. In that case, the eligible recipient must implement procedures to protect your identity and maintain confidentiality from disclosure to other parties, unless such disclosure is authorised by you. For example, you may prefer to use a pseudonym or request that the eligible recipient redact any information in a report that could identify you to others.

If you have any concerns about the handling of your confidential information, you can lodge a complaint with Marketplacer’s General Counsel at legal@marketplacer.com.³

Protection of records

Information regarding a disclosure will be securely stored and only disclosed to the relevant people as required or allowed by this Policy and the law. Any inappropriate disclosure of information may lead to disciplinary action, including termination of employment, as well as imprisonment and fines. Each person involved in handling and investigating a disclosure will be reminded of their confidentiality obligations, including that an unauthorised disclosure of a discloser’s identity may be a criminal offence.

Protection from detrimental conduct

You are protected from detrimental conduct or the threat of detrimental conduct against you as a result of making a disclosure in accordance with this Policy. Examples of detrimental conduct which are prohibited include dismissal, change to employment or terms of employment to an employee’s disadvantage, harassment or intimidation, or damage to property or reputation.

Provided your disclosure is not anonymous, an assessment for the risk of detriment against you will be conducted by the Whistleblower Investigation Officer in your country as soon as possible after receiving the disclosure. This is to proactively manage and prevent the risk of detriment to you. The practical protections made available will depend on the circumstances and may include monitoring and managing the behaviour of other employees, allowing you to perform your duties from another location or relocating you or other employees to a different team or location, or other protections.

If you feel you have suffered from detrimental conduct, you should inform any member of the WPP (refer Section 5). If detriment has already occurred, Marketplacer may consider providing relief, such as allowing you to take extended leave or developing an alternate career development plan, including new training and career opportunities. Disciplinary action may also be taken against the offender(s).

If you are an eligible discloser and you consider that you have suffered detrimental conduct which is prohibited by the law, then you should seek independent legal advice as you may be entitled to seek compensation and other remedies through the courts.

Support can also be provided through an Employee Assistance Program made available through contacting the VP of People.

5. Handling and investigating a disclosure

If you report a disclosable matter to an eligible recipient internal to Marketplacer:

(a) A case will be recorded;

(b) The disclosure will be reported to a panel established to protect whistleblowers and manage investigations consisting of the Whistleblower Protection Officers, the Whistleblower Investigation Officer and the Chief Financial Officer (being the Whistleblower Protection Panel or “WPP”);

(c) The WPP will need to assess the disclosure to determine whether it qualifies for protection and a formal, in-depth investigation is required.

In particular, the WPP will consider the investigation viability and process based on the:

(i) ability to protect you, and to conduct a meaningful investigation;

(ii) nature and scope of the investigation;

(iii) person(s) within and/or outside the entity that should lead the investigation;

(iv) the nature of any technical, financial or legal advice that may be required to support the investigation, and

(v) the timeframe for the investigation.

If viable, the disclosure will be investigated under the guidance of the WPP. The WPP may engage an independent subject matter expert party to conduct an investigation (whether internal or external to Marketplacer) who can adequately protect the discloser’s identity and confidentiality. A copy of the final report will be provided to the WPP. If any of the WPP are the subject of the disclosure, they will stand aside.

The investigation of a report of a disclosable matter will be conducted in accordance with the rules of natural justice and procedural fairness, with a view to gathering relevant evidence to determine whether the nature and substance of the allegations contained in the disclosable matter is substantiated or unsubstantiated. The investigation will be independent of you, anyone who is the subject of the disclosable matter, and any business unit concerned.

Keeping stakeholders informed

Where Marketplacer is supplied with your identity or another means of contacting you, Marketplacer will:

(a) keep you informed of the outcome of the investigation arising from your report (but we will not provide a copy of the investigation report), subject to considerations of the privacy of anyone who is the subject of the disclosable matter and confidentiality requirements; and

(b) provide you with updates, where deemed appropriate by the WPP, at key stages of the investigation – when the investigation process begins, while it is in progress and after it has been finalised.

Reporting in relation to disclosable matters reported by eligible disclosers may involve one of more of the following, with appropriate measures to protect the identity of the discloser:

(a) a report to the WPP detailing the disclosure;

(b) periodic reporting to the Board, at periods to be determined by the WPP; and

(c) where there is a means for Marketplacer to communicate with you through your eligible recipient, initial feedback and a summary of outcomes and/or periodic updates (as described above) will be provided to the eligible recipient.

6. Ensuring fair treatment of individuals mentioned in a disclosure

Marketplacer will ensure the fair treatment of Marketplacer officers and employees who are mentioned in a disclosure that qualifies for protection, including those who are subject to a disclosure.

An employee who is the subject of a disclosure will be advised about:

(a) the subject matter of the disclosure as and when required by principles of natural justice and procedural fairness, and prior to any actions being taken—for example, if the disclosure is to be the subject of an investigation or if the disclosure is serious and needs to be referred to an external public body; and

(b) the outcome of the investigation (but they will not be provided with a copy of the investigation report).

Marketplacer will determine the most appropriate time to inform an employee the subject of a disclosure about the investigation, but will always do so before making any adverse finding against them.

7. Policy will be made available

This Policy is publicly available on www.marketplacer.com and is accessible to officers and employees through the Employee Handbook and Marketplacer intranet. Officers and employees are provided with training on the Policy on a periodic basis. Eligible recipients are provided with additional, specific training.

Marketplacer will conduct biennial reviews to monitor the effectiveness of its whistleblowing framework. The board of Marketplacer Holdings Ltd is responsible for oversight and monitoring of this Policy.

¹ Australian employees will also be afforded protection under the Corporations Act 2001 (Cth).

² In Australia, a regulatory body includes the Australian Securities and Investments Commission (ASIC), Australian Taxation Office (ATO) in Australia) and other bodies prescribed by regulations.

³ You can also lodge a complaint with a public body, such as the federal government, state government or in the case of Australia, a regulator such as ASIC or the ATO.

Policy Revisions

Version: 1.0

Description of Changes: Initial version

Approved By: Board of Directors of Marketplacer Holdings Limited

Approval Date: 24 February 2022

Release Date: 24 February 2022

Version: 2.0

Description of Changes: Minor updates

Approved By: General Counsel

Approval Date: 30 June 2023

Release Date: 30 June 2023

Version: 3.0

Description of Changes: Updates to reflect role changes in organization

Approved By: General Counsel

Approval Date: 30 September 2024

Release Date: 30 September 2024

Version: 4.0

Description of Changes: Updates for consistency and to reflect role changes in organization

Approved By: General Counsel

Approval Date: 10 September 2025

Release Date: 10 September 2025