The Company is committed to complying with all relevant laws and regulations and conducting its business operations in an honest and fair manner in response to society's expectation and trust1. The Policy details how an individual must make a disclosure in respect of Reportable Conduct (defined below)
(Whistleblower Report) and how to do so in a safe and secure manner and with confidence that they will be protected and supported by the Company.

The Policy is an important tool to help the Company identify wrongdoing that may not be uncovered unless there is a safe and secure means for disclosing wrongdoing. The Company encourages Eligible Whistleblowers (defined below) who are aware of possible wrongdoing to have the confidence to speak up.

The Policy applies to all individuals who are or have been:

• An employee or officer of the Company (e.g. current and former employees who are permanent, parttime, fixed-term or temporary, interns, secondees, managers, directors and secretaries);
• A supplier of services or goods to the Company (whether paid or unpaid) and their employees (e.g. current and former contractors, consultants, service providers and business partners);
• An associate of the Company; and
• A relative or dependant or spouse of any of the above of the Company (e.g. relatives, dependants or spouse of current and former employees, contractors, consultants, service providers, suppliers and business providers),

(Eligible Whistleblower).

Eligible Whistleblowers are eligible for protection under law and the Policy provided:

• The disclosure relates to Reportable Conduct (defined below) and is made to an Eligible Recipient (defined below); or
• The Eligible Whistleblower makes the Whistleblower Report to a legal practitioner for the purpose of obtaining legal advice or legal representation about the operation of the whistleblower provisions in the Corporations Act; or
• The Whistleblower Report is an 'emergency disclosure' or 'public interest disclosure' (defined below).

For the purpose of he Policy, the matters that must be reported to the Company are suspected misconduct or an improper state of affairs (Reportable Conduct).
Misconduct means fraud, negligence, default, breach of trust and breach of duty.

Reportable Conduct includes (without limitation):

• Endangering the public or the financial system;
• Engaging in or threatening to engage in detrimental action against a person who has made a Whistleblower Report or is believed or suspected to have made or been planning to make a Whistleblower Report;
• Conduct that constitutes an offence against, or a contravention of, a provision of any of the following:
• The Corporations Act;
• The Australian Securities and Investments Commission Act 2001 (Cth);
• The Banking Act 1959 (Cth);
• The Financial Sector (Collection of Data) Act 2001 (Cth);
• The Insurance Act 1973 (Cth);
• The Life Insurance Act 1995 (Cth);
• The National Consumer Credit Protection Act 2009 (Cth);
• The Superannuation Industry (Supervision) Act 1993 (Cth);
• The Modern Slavery Act 2018 (Cth);
• An instrument made under an Act referred to above; and
• Conduct that constitutes an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more.

Reportable Conduct includes conduct that may not involve the contravention of a particular law.

Information that indicates a significant risk to public safety or the stability of, or confidence in, the financial systems is also Reportable Conduct.

Examples of Reportable Conduct include:

• Dishonest conduct including the willful or serious breach of internal policies and or procedures;
• Illegal conduct, such as theft, dealing in or use of illicit drugs, violence or threatened violence, and criminal damage against property;
• Fraud, money laundering or misappropriation of funds;
• Offering or accepting a bribe;
• Financial irregularities;
• Modern Slavery, such as the situations where coercion, threats or deception are used to exploit victims and undermine or deprive them of their freedom. Modern slavery can include serious forms of exploitation such as forced labour, human trafficking, slavery and slavery-like practices;
• Failure to comply with, or breach of, legal or regulatory requirements;
• A significant or serious threat to health or safety.

To make a Whistleblower Report, an Eligible Whistleblower must have reasonable grounds to suspect Reportable Conduct has occurred. This means the Eligible Whistleblower must have some basis for making a Whistleblower Report, but they do not need to prove the Reportable Conduct occurred.

An Eligible Whistleblower may still qualify for protection even if their Whistleblower Report turns out to be incorrect.

Personal work-related grievances

The Policy does not apply to reports that relate solely to personal work-related grievances, which include bullying and harassment, unless they relate to a Whistleblower Report.

Personal work-related grievances are those that relate to the discloser's current or former employment and have, or tend to have, implications for the discloser personally but do not:

• Have any other significant implications for the Company (or another entity); or
• Relate to any Reportable Conduct.

Examples of personal work-related grievances include:

• An interpersonal conflict between the discloser and another employee;
• A decision or action that does not involve a breach of workplace laws;
• A decision or action relating to the discloser’s employment, engagement, transfer or promotion;
• A decision or action relating to the terms and conditions of the discloser’s employment or engagement including their remuneration; and
• A decision or action to suspend or terminate their employment or engagement or disciplinary action taken against them.

It should be noted that disclosures that relate solely to personal work-related grievances may be protected under other legislation, such as the Fair Work Act 2009 (Cth), and should be reported under the Company’s Employee Handbook. The Company encourages its workers to resolve personal work-related grievances including under the Company's Employee Handbook.

• Includes information about misconduct, or information about misconduct includes or is accompanied by a personal work-related grievance (mixed report);
• The Company has breached employment or other laws punishable by imprisonment for a period of 12 months or more, engaged in conduct that represents a danger to the public, or the disclosure relates to information that suggests misconduct beyond the discloser’s personal circumstances;
• the discloser suffers from or is threatened with detriment for making a disclosure; or
• the discloser seeks legal advice or legal representation about the operation of the whistleblower protections under the Corporations Act.

The Policy does not apply to customer complaints about the Company.

False reporting

The Company discourages deliberate false reporting (i.e. a report that the discloser knows to be untrue). If a person deliberately makes a false report, the Company make take disciplinary action up to and including termination of their employment or engagement.

An Eligible Whistleblower may make Whistleblower Reports to the following recipients defined as 'Eligible Recipients' to qualify for protection (and the Company's preferred Eligible Recipients are the first three recipients listed at (a) to (c)):

• Independent whistleblowing service, provided by Deloitte;
• Senior Manager of the Company (which means a senior executive other than an officer of the Company who makes or participates in the decisions that affect the whole, or a substantial part, of the Company's business or who has the capacity to significantly affect the entity's financial standing);
• An auditor or any member of the audit team of the Company;
• An Officer of the Company (which means the directors and the secretary of the Company).

Importantly, if the Eligible Whistleblower does not make a Whistleblower Report to an Eligible Recipient, they will not qualify for protection.

If an Eligible Whistleblower would like to seek additional information before formally making their disclosure, the Eligible Whistleblower may contact the Independent whistleblowing service, provided by Deloitte.

Nothing in the Policy should be taken as restricting an Eligible Whistleblower from making a report to a regulator (such as Australian Securities and Investments Commission, Australian Prudential Regulatory Authority or the Australian Taxation Office), or a legal practitioner for legal advice or under certain circumstances a journalist or parliamentarian in accordance with any relevant law or regulation (detailed below). The Company however encourages Eligible Whistleblowers to first make a Whistleblower Report to the Independent whistleblowing service provider or another Eligible Recipient. The Company would like to identify and address wrongdoing as early as possible. The Company's approach is intended to help build confidence and trust in the Company's Policy, internal process and internal procedure.

Legal practitioners

An Eligible Whistleblower may make a Whistleblower Report to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the whistleblower provisions of the Corporations Act. In these circumstances, a disclosure made to a legal practitioner will qualify for protection.

Regulatory bodies and other external parties

An Eligible Whistleblower may make a Whistleblower report to the following regulatory bodies and qualify for protection:

• the Australia Securities and Investments Commission (ASIC);
• the Australian Prudential Regulation Authority (APRA);
• the Australian Taxation Office (ATO).

Each regulatory body provides information about whistleblowing information at the following links.

• ASIC - Information Sheet 239 How ASIC handles whistleblower reports (INFO 239);
• APRA - Become a 'whistleblower' or make a public interest disclosure;
• ATO - Tax whistleblowers

Public interest disclosure and emergency disclosures

Eligible Whistleblowers may also make Whistleblower Reports to journalists or a member of parliament and qualify for protection if (and only if) the Whistleblower Report is either a public interest disclosure or an emergency disclosure.

A public interest disclosure is the disclosure of information to a journalist or a member of parliament where the following conditions are met.

• The Eligible Whistleblower has made a disclosure to a regulatory body such as ASIC, APRA or the ATO prior to making a disclosure to a journalist or a member of parliament and 90 days have passed since the previous disclosure to the relevant regulatory body.
• The Eligible Whistleblower does not have reasonable grounds to believe that action is being, or has been taken, in relation to their previous disclosure to relevant regulatory body.
• The Eligible Whistleblower has reasonable grounds to believe that making a further disclosure of the information to a journalist or a member of parliament is in the public interest.
• Before making a disclosure to a journalist or a member of parliament, the Eligible Whistleblower has given written notice to the regulatory body to which they had made the previous disclosure. The written notice to the relevant regulatory body must include sufficient information to identify the previous disclosure and state that the Eligible Whistleblower intends to make a public interest disclosure.

An emergency disclosure is the disclosure of information to a journalist or a member of parliament where the following conditions are met.

• The Eligible Whistleblower has made a disclosure to a regulatory body such as ASIC, APRA or the ATO prior to making a disclosure to a journalist or a member of parliament.
• The Eligible Whistleblower has reasonable grounds to believe that the information concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment.
• Before making a disclosure to a journalist or a member of parliament, the Eligible Whistleblower has given written notice to the regulatory body to which they had made the previous disclosure. The written notice to the relevant regulatory body must include sufficient information to identify the previous disclosure and state that the Eligible Whistleblower intends to make an emergency disclosure.
• The extent of the information disclosed in the emergency disclosure by the Eligible Whistleblower must be no greater than is necessary to inform the journalist or parliamentarian of the substantial and imminent danger.

It is important to understand the conditions that must be met to make a public interest disclosure or an emergency disclosure to qualify for protection under the Corporations Act. If the conditions are not met, the Eligible Whistleblower will not qualify for protection under the Corporations Act. If an Eligible Whistleblower is considering making a public interest disclosure or an emergency disclosure, they should contact an independent legal adviser before making such a disclosure.

Making a Whistleblower Report to the Independent whistleblowing service, provided by Deloitte

The Independent whistleblowing service provider is an independent, external and confidential reporting channel with staff that are fully trained in handling sensitive and confidential reports of this nature and is the Company’s preferred channel for receiving Whistleblower reports. The Independent whistleblowing service provider is available anytime through the following channels.

Eligible Whistleblowers can remain anonymous if they wish and their identity will be protected in accordance with the Policy at all stages of the process, starting from their initial report and continuing through any investigation that takes place.

The Company does however encourage Eligible Whistleblowers to disclose their identity so that the Company can better monitor their wellbeing and protect them against detrimental action. It could also help the Company to obtain further information from the Eligible Whistleblower, should this be required. The Eligible Whistleblower’s details will however remain confidential at all times. Refer to Section 8 of the Policy for further information regarding anonymity and confidentiality of Eligible Whistleblower information.

Making a Whistleblower Report to a Senior Manager, auditor, member of the audit team or Officer of the Company

If an Eligible Whistleblower elects to make a Whistleblower Report to an Eligible Recipient, other than the Independent whistleblowing service, they may do so by sending the Eligible Recipient an email at their Norinchukin Australia’s email address.

If a Whistleblower report is made to an Eligible Recipient, other than the Independent whistleblowing service, the Eligible Recipient will forward the report to SM of PGA.

Whistleblower reports should include, to the extent possible, specific information such as dates, places, persons, witnesses, and amounts in order for the Company to consider next steps.

All Whistleblower reports made under the Policy are treated seriously and the Company is committed to ensuring that anyone making a Whistleblower Report will not suffer detrimental action. An Eligible Whistleblower will still qualify for protection under the Policy even if their report is incorrect.

The Company understands that an Eligible Whistleblower may be worried about detrimental action. For every Whistleblower report received, the SM of OP will act as the WPO and will assess the risk of detrimental action to the Eligible Whistleblower and will take appropriate actions to provide protection.

No detrimental action will be taken by the Company against an Eligible Whistleblower in relation to a Whistleblower Report whether substantiated or not substantiated by any subsequent investigation (provided it is not a deliberate false report).

Detrimental action includes:

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

The WPO may also be assigned to monitor the welfare of an Eligible Whistleblower, receive reports of actual or threatened detrimental action and provide feedback on the progress and results of the investigation.

Anonymity

Eligible Whistleblowers can choose to remain anonymous whilst making a Whistleblower Report, over the course of the investigation and/or after the investigation is finalised. However, the Company encourages them to disclose their identity. This will help the Company to monitor the Eligible Whistleblowers’ welfare and protect them against detrimental action.

If the Eligible Whistleblower elects to make a Whistleblower Report anonymously, they will still qualify for protection under the Corporations Act.

To protect the Eligible Whistleblower's anonymity, some of the steps the Company may take include the following:

• Communication with Eligible Whistleblowers will be through anonymous telephone hotlines and anonymised email addresses;
• An Eligible Whistleblower may adopt a pseudonym for the purpose of their disclosure.

An Eligible Whistleblower may refuse to answer questions that they feel could reveal their identify at any time, including during follow-up conversations.

The Company suggests that an Eligible Whistleblower who wishes to remain anonymous should maintain ongoing two-way communication with the Company so the Company can ask follow-up questions or provide feedback.

Confidentiality

Whistleblower Reports will be treated confidentially by the Company unless agreed otherwise. To treat reports confidentially means that the Company will not disclose the identity of an Eligible Whistleblower or information that is likely to lead to the identification of the Eligible Whistleblower. The Company will treat confidentially information that it obtained directly or indirectly because the Eligible Whistleblower made a disclosure that qualifies for protection.

To maintain confidentiality, the Company will ensure that:

• All paper and electronic documents and other materials relating to a Whistleblower report are stored securely;
• All information relating to a Whistleblower report can only be accessed by those directly involved in managing and investigating the report;
• Only a restricted number of people who are directly involved in handling and investigating a Whistleblower report are made aware of the Eligible Whistleblower’s identity (where consent to disclose identity is provided) or information that is likely to lead to the identification of the Whistleblower; and
• Communications and documents relating to the investigation of an Eligible Whistleblower report are not visible to other staff.

Practically and despite the steps taken by the Company to maintain confidentiality, an Eligible Whistleblower must be aware that people may be able to guess the Eligible Whistleblower's identity if:

• the discloser has previously mentioned to other people that they are considering making a disclosure;
• the discloser is one of a very small number of people with access to the information; or
• the disclosure relates to information that a discloser has previously been told privately and in confidence.

An Eligible Whistleblower’s identity will not be disclosed to anyone else unless:

• The Company is legally obliged to disclose their identity;
• The disclosure is required if and when the Company is required or decides to report the matter to a regulator or law enforcement body;
• The disclosure is necessary to prevent or lessen a threat to a person’s health, safety or welfare;
• The disclosure is to a legal practitioner for the purpose of obtaining legal advice or legal representation about the whistleblower provisions in the Corporations Act;
• The Eligible Whistleblower provides their consent.

The Company may disclose information contained in the disclosure with or without the Eligible Whistleblower's consent if:

• the information does not include the discloser's identity;
• the Company has taken all reasonable steps to reduce the risk that the discloser will be identified from the information;
• it is reasonably necessary for investigation the issues raised in the disclosure.

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 (unless the identification or disclosure of information falls within an exception). If a person identifies an Eligible Whistleblower or discloses information that is likely to lead to the identification of the Eligible Whistleblower, the Eligible Whistleblower can lodge a complaint with the Company about a breach of confidentiality. The Eligible Whistleblower can also lodge a complaint with ASIC, APRA or the ATO. However, the Company encourages the Eligible Whistleblower to first make a complaint with the Company so the Company can act quickly to resolve the complaint.

Once a Whistleblower report has been received, the Eligible Recipient will send a disclosure report to SM of PGA. SM of PGA will report the disclosure report to MD

The MD will be responsible for assessing whether the matter will be handled under the Policy or whether it will be handled as a personal work-related grievance. The MD will review the disclosure report, assess the risk of detrimental action to the Eligible Whistleblower. The MD will report the disclosure report to the board and seek an approval of what further action, such as a formal investigation, is required. The board will then determine:

• Whether the Company will conduct an investigation or not;
• The nature and scope of the investigation;
• The person(s) within and/or outside the Company that should lead the investigation;
• The nature of any technical, financial or legal advice that may be required to support the investigation; and
• The timeframe for the investigation.

How the Whistleblower Report will be investigated

The SM of PGA will be responsible for ensuring that all investigations are conducted in an objective and fair manner as is reasonable and appropriate having regard to the nature of the Whistleblower report and the circumstances. An investigation may be conducted using internal or external resources. Any person named in a report will be afforded procedural fairness in relation to any investigation conducted.

How the Company will keep the Eligible Whistleblower informed

Feedback will be provided within a reasonable period after receipt of a Whistleblower report if the Whistleblower can be contacted by either the Independent whistleblowing service provider or the WPO. Where possible, feedback to the Whistleblower will also be provided during and after any investigation. In some circumstances, it may not be appropriate to provide details of the outcome to the Eligible Whistleblower.

How the investigation findings will be documented, reported internally

The findings of the investigation will generally be recorded in a final, anonymised report and will be reported to the MD by SM of PGA. The MD will report the anonymised report to the board and seek an approval of the recommended action points. Whistleblower reports involving MD, SM of PGA and SM of OP will be handled with each substitute as follows.

• Where the subject of the report is MD, the SM of PGA will assume the MD’s responsibilities.
• Where the subject of the report is SM of PGA, the board will determine who will assume the responsibilities of the SM of PGA.
• Where the subject of the report is the SM of OP, the board will determine who will assume the responsibilities of the SM of OP.

The method for documenting and reporting the findings will depend on the nature of the disclosure.

In addition to the internal process within the Company, the Company will report within the framework of Section 7 to the Norinchukin Bank, the parent company in accordance with the policy put in place at the Norinchukin Bank.

How the Company will ensure the fair treatment of employees of the Company who are mentioned in Whistleblower Reports

Employees who are the subject of or mentioned in Whistleblower Reports will be treated fairly including that the Company will:

• Handle Whistleblower Reports confidentially when it is practical and appropriate in the circumstances;
• Generally undertake an investigation in respect of a Whistleblower Report. The objective of an investigation is to determine whether there is enough evidence to substantiate or refute the matters reported;
• Ensure that the process of the investigation is objective, fair and independent.

An Eligible Whistleblower who makes a Whistleblower Report in accordance with the Corporations Act as summarised in this Policy qualifies for whistleblower protections which are:

• identity protection (which is summarised above under the heading 'Confidentiality' of this Policy);
• protection from detrimental acts or omissions;
• compensation and other remedies; and
• civil, criminal and administrative liability protection.

These protections apply to Whistleblower Reports made to Eligible Recipients, to regulatory bodies, legal practitioners and to public interest disclosures and emergency disclosures made in accordance with the Corporations Act.

Protection from detrimental acts or omissions

A person cannot:

• engage in conduct that causes detriment; or
• threaten to cause detriment (whether the threat is express or implied, conditional or unconditional),

to an Eligible Whistleblower (or another person) in relation to the Whistleblower Report if the reason for the detrimental conduct is that the person believes or suspects that the discloser made, may have made, proposes to make or could make a disclosure that qualifies for protection.

Detrimental conduct includes:

• dismissal of an employee;
• injury of an employee in his or her employment;
• alteration of an employee’s position or duties to his or her disadvantage;
• discrimination between an employee and other employees of the same employer;
• harassment or intimidation of a person;
• harm or injury to a person, including psychological harm;
• damage to a person’s property;
• damage to a person’s reputation;
• damage to a person’s business or financial position; or
• any other damage to a person.

Examples of conduct that is not detrimental include:

• administrative action that is reasonable for the purpose of protecting a discloser from detriment (e.g. moving a discloser who has made a disclosure about their immediate work area to another office to prevent them from detriment); and
• managing a discloser's unsatisfactory work performance.

To protect Eligible Whistleblowers from detriment, the Company may assess the risk of detriment against a discloser and this assessment will be made as soon as possible after receiving a disclosure.

If an Eligible Whistleblower believes they have suffered detriment, they may seek independent legal advice or contact ASIC, APRA or the ATO although the Company encourages disclosers to report the detrimental conduct to the Company before contacting a regulatory body.

Compensation and other remedies

If an Eligible Whistleblower suffers loss, damage or injury because of a Whistleblower Report and the Company failed to take reasonable precautions and exercise due diligence to prevent the detrimental conduct, the Eligible Whistleblower may seek compensation and other remedies through the courts.

The Company encourages disclosers to seek independent legal advice if they are considering seeking remedies through the courts.

Civil, criminal and administrative liability protection

An Eligible Whistleblower is protected from any of the following liability in relation to their Whistleblower Report:

• civil liability (e.g. any legal action against the discloser for breach of an employment contract, duty of confidentiality or another contractual obligation);
• criminal liability (e.g. attempted prosecution of the discloser for unlawfully releasing information, or other use of the disclosure against the discloser in a prosecution (other than for making a false disclosure)); and
• administrative liability (e.g. disciplinary action for making the disclosure).

The protections do not grant immunity for any misconduct an Eligible Whistleblower has engaged in that is revealed in their disclosure.

The Policy is available:

• on staff noticeboard;
• via ongoing education and training regarding the Policy is available to employees through annual training; and
• on the Company's website.

The Company will review and update the Policy as and when necessary but at least every two years.

(Effective Date)
This Policy shall take effect and apply as of 13 December 2019.

Appendix 1 – Process flow