Whistleblowing Policy

1.1

The purpose of this Whistleblower Policy (“Policy”) is to provide a safe, confidential, and accessible mechanism for Employees and other relevant stakeholders to report, in good faith, any suspected misconduct, wrongdoing, or unethical behaviour involving Epoch Digital Pte. Ltd. The Company is committed to upholding the highest standards of integrity, transparency, and accountability, and to complying with all applicable laws and regulations in the jurisdictions in which it operates.

2.1

“Company” refers to Epoch Digital Pte. Ltd., the ultimate holding company of Epoch Digital Group, and, where applicable, the relevant local employing entity that has entered into an Employment Agreement with the Employee (including Epoch DC Pte. Ltd. in Singapore), together with their related corporations, joint venture companies, affiliates, and subsidiaries (collectively, the “Epoch Digital Group”, the “Company”, or “we”).

2.2

“Employee” refers to any individual who has entered into an Employment Agreement with the Company.

2.3

“Whistleblower Management Committee” means authorised individuals of Epoch Digital Group, including Employees of its parent or ultimate holding companies, who have executive decision-making authority.

2.4

“Governance Panel” refers to the Finance Director and Human Resources Manager, responsible for overseeing and administering the Company’s Whistleblower Policy, monitoring compliance, and escalating material issues to Management as appropriate.

3.1

Reportable matters under this Policy include, but are not limited to:

• Fraud, theft, corruption, bribery, or financial misconduct;
• Breach of any law, regulation, or legal obligation;
• Serious conflict of interest without proper disclosure;
• Breach of Company policies, codes of conduct, or internal controls;
• Deliberate concealment of information relating to any of the above;
• Misleading or fraudulent conduct relating to financial reporting or audits;
• Health, safety, environmental, or human rights violations; and
• Any other serious improper conduct that may cause financial or reputational harm to the Company.

3.2

A gratification (“Gratification”) may include but is not limited to the following:

3.3

This Policy does not replace the Company’s Grievance Policy for routine employment-related matters unless such matters involve serious misconduct or legal breaches.

4.1

Reports may be made through any of the following channels:

• Functional Heads
• Any member of the Governance Panel (Finance Director / HR Manager)
• Any member of the Whistleblower Management Committee (CEO, COO, CRO)

4.2

Reports should preferably be made in writing using the Whistleblower Report Form (Annex 1), but verbal reports may also be made if the whistleblower is not comfortable submitting a written report.

5.1

All reports will be handled with strict confidentiality and on a need-to-know basis. The identity of the whistleblower will be protected to the fullest extent possible, subject to legal requirements.

5.2

The Company will process all personal data in accordance with applicable data protection and privacy laws, including GDPR, PDPA, and equivalent local regulations. Where cross-border data transfers are required, appropriate safeguards will be implemented.

6.1

The Company strictly prohibits retaliation against any whistleblower who, in good faith, reports a concern or participates in an investigation.

6.2

Retaliation includes, but is not limited to, dismissal, demotion, suspension, harassment, intimidation, discrimination, or any adverse employment action. Any employee found to have engaged in retaliation will be subject to disciplinary action, up to and including termination of employment.

7.1

All reports will be assessed and investigated promptly, impartially, and independently. Investigations may be conducted by the Whistleblower Committee, Governance Panel, or independent external parties, depending on the nature of the allegation.

7.2

The Company will use reasonable efforts to complete investigations in a timely manner, subject to the complexity of the matter. Where appropriate, the whistleblower will be informed of the outcome for closure.

8.1

Anonymous reports will be accepted and assessed. While anonymity may limit the Company’s ability to investigate fully, reports supported by sufficient detail or credible evidence will be reviewed and may be investigated at the Company’s discretion.

9.1

Reports made in good faith that are subsequently unsubstantiated will not result in disciplinary action. However, knowingly false, malicious, or bad-faith reports may result in disciplinary action in accordance with the Employee Handbook and applicable laws.

10.1

Records relating to whistleblowing reports and investigations shall be retained for a minimum of five (5) years or longer where required by applicable law.

11.1

Failure to comply with this Policy may result in disciplinary action, up to and including termination of employment, in accordance with the Employee Handbook and applicable laws.

11.2

This Policy shall be interpreted in accordance with applicable local laws and regulations in the jurisdiction where the report arises. Where conflicts exist, the higher standard of protection for the whistleblower shall apply.

11.3

This Policy is subject to regular review by the Company and may be revised periodically to ensure the robustness of this Policy and to reflect any changes in the Company’s operations or processes or the applicable laws and standards.