Whistleblowing Policy 

1.0 INTRODUCTION

The Board of Directors (“Board”) of Evolution Commerce Sdn. Bhd. (“EVOCOM” or “Company”) and its subsidiaries (“EVOCOM Group” or “Group”) is committed in promoting and maintaining high standards of transparency, accountability, ethics and integrity at the workplace. 

---

2.0 PURPOSE 

The purpose of this Policy is: 

• to provide avenues for personnel of the Group and members of public to raise genuine concerns or allegation through the appropriate channels upon discovery of possible misconduct. 
• to ensure the protection to individual who reports the concern or allegation in good faith in accordance with this Policy. 
• to encourage and develop a culture of openness, accountability and integrity. 

---

3.0 SCOPE 

This Policy applies to all Directors and employees of EVOCOM Group, which may include but not limited to customers, business partners, suppliers, contractors, agents, consultants, outsourced personnel, distributors, advisers, government and public bodies including their advisors, representatives and officials, who have become aware of or reasonably suspect that any personnel of the Group has engaged, is engaging or preparing to engage in any improper conducts. 

---

4.0 DEFINITION

1. “Whistleblower” – a person who disclose or report information or concerns on Improper Conduct in accordance with this Policy. 

2. “Improper Conduct” – improper activity that include, but are not limited to: 

• criminal offences, unlawful acts, fraud, corruption, bribery, criminal breach of trust, money laundering and blackmail; 
• workplace discrimination and sexual harassment; 
• failure to comply with legal or regulatory obligations; 
• misuse or misappropriation of the Group’s funds or assets; 
• an act or omission which creates a substantial and specific danger to the lives; 
• health or safety of the employees or the public or the environment; 
• unsafe work practices or substantial wasting of the Group’s resources; 
• abuse of power by an officer of the Group; 
• concealment of any of the above; and 
• any misconduct as stated in any of the Group’s established policies and procedures. 

The above list is not exhaustive and there will be instances where whistleblower(s) would need to exercise judgement. 

---

5.0 REPORTING PROCEDURES  

1. A report of Improper Conduct must be made in writing and should, at least, contain the following information: 

• Details of the whistleblower 
• Type of improper activity/conduct 
• Details of suspected personnel involved 
• Details of incident (including date, time and location of incident) 
• Any supporting/documentary evidence 

2. The established channels for whistleblowing reporting are as follows: 

Any concern should be raised with the Chairman of the Board or the Chairman of the Audit Committee via electronic email to [email protected] or letter by marking “Private and Confidential” and deliver to the following address: 

3. Upon receiving a Whistleblower report, the Board or the Audit Committee (“AC”), if delegated by the Board, shall review and evaluate the Whistleblower’s disclosure and decide on the next course of action as soon as possible. 

4. The Board/ AC will set up an Investigating Team to conduct a preliminary investigation to determine the validity of the Whistleblower’s report on the alleged misconduct. 

5. If the report warrants an investigation, the Investigating Team will open up an investigation into the matter using appropriate channels, resources and expertise. 

6. The Investigating Team shall report the progress of the investigation to the Board/ AC based on the intervals determined by the Board/ AC. 

7. Upon completion of the investigation, the Investigating Team shall submit their full report together with recommendation to the Board/AC. 

8. The AC will deliberate the matter reported and proposed the appropriate action to the Board if the AC was delegated by the Board to manage the investigation. Otherwise, the Board will deliberate the matter and determine on the appropriate action to be taken, 

9. The whistleblower will be informed on the outcome of the investigation; however, the Board/ AC reserves the right not to inform the whistleblower of the precise action plan of the investigation as this may infringe a duty of confidentiality. 

---

6.0 PROTECTION TO WHISTLEBLOWER 

1. This policy provides assurance that the whistleblower, if an employee of the Company, shall be protected against reprisals or retaliation, and immunity from disciplinary action from the whistleblower’s immediate supervisor or department head or any other person exercising power or authority over the whistleblower in his/her employment, provided that: 

• only genuine concerns are reported, and the report is made in good faith with a reasonable belief that the information and any allegation in it are substantially true, and the whistleblower does not provide false or misleading information knowingly, negligently or recklessly in the report; 

• the disclosure is not made with malicious intent or ill will; 

• the disclosure is not frivolous or vexatious; and 

• the report is not made for personal gain or agenda. 

2. Any party that retaliates, including harassment and victimization, against whistleblower who has reported allegations in good faith may be subject to appropriate action to be decided by the Board of Directors. 

---

---

7.0 REVOCATION OF PROTECTION 

1. The protection provided to a Whistleblower under this Policy will be revoked in the following circumstances: 

• The Whistleblower has participated in the Improper Conduct that he/she is reporting about;
• The Whistleblower wilfully made in the report of Improper Conduct a material statement which he/she knew or believed to be false or did not believe to be true;
• The report of Improper Conduct is frivolous, malicious or vexatious; 
• The report of Improper Conduct primarily involves questioning the merits of the Group’s policies;
• The report of Improper Conduct is made with the intention to avoid dismissal or other disciplinary action; and
• The Whistleblower misuses or abuses the procedures under this Policy.

2. If the Whistleblower protection has been revoked, the Company shall give a written notice to the Whistleblower of the revocation, together with reasons for the same. 

---

8.0 CONFIDENTIALITY AND ANONYMITY 

All whistleblowing reports are treated as confidential and/or anonymous, and not to reveal the whistleblower’s identity.  

However, such consultation will not take place in the event the disclosure of identity is required by law. The whistleblower is to be given an assurance that his/her identity will only be known to a few top managers on a need-to-know basis and the outcome of the investigation will be fed back to the whistleblower. This is to encourage and give confidence to the whistleblower that the complaint will be investigated.