1. Purpose

At Peninsula Hot Springs Group(PHS) we are guided by our company values. These values are the foundation of how we conduct ourselves and interact with each other, our clients, members, suppliers, shareholders and other stakeholders. PHS is committed to ensuring corporate compliance and promoting ethical corporate culture by observing the highest standards of fair dealing, honesty and integrity in our business activities.

The purpose of this policy is to facilitate an environment in which the reporting of any instances of suspected misconduct, or of an improper state of affairs or circumstances in relation to PHS or its operations, is encouraged without fear of detriment. This policy has been put in place to ensure any concerns raised regarding any misconduct or improper state of affairs or circumstances in relation to PHS’s business are dealt with effectively, securely, appropriately, and in accordance with the Corporations Act 2001 (Cth) (the Act) and the Taxation Administration Act 1953 (Cth) the Protected Disclosures (Protection of Whistleblowers) Act 2022 (New Zealand).

This policy and any revisions to it from time to time are available to employees via Beakon. This policy will be provided to all employees and officers of PHS upon commencement of their employment or engagement. This policy is also available to persons outside the organisation and can be accessed on PHS website.

PHS may invite officers, senior management, and employees to attend training sessions to ensure ongoing education regarding the application of the policy.

Due to the jurisdictions in which PHS operates (Australia and New Zealand), this policy is set out in two parts:

(a) The Whistleblower Policy; and

(b) An appendix containing supplementary New Zealand specific information which, where appropriate for the New Zealand legislation, amends the terms and operations of this policy to reflect requirements in New Zealand (Appendix 1).

2. Scope

This policy applies to:

• Officers, current and former employees and contractors of PHS

• Individuals who supply services or goods to PHS

• Employees of a person or entity who supplies services or goods to PHS, (whether paid or unpaid);

• Individuals who are associates1 of PHS; and

• Relative, dependent or spouse of any of the persons listed above. (when making a protected disclosure , each of these is a Whistleblower)

Refer to Appendix 1 to the Policy which applies specifically to and in respect of the Maruia Hot Springs Ltd

(New Zealand).

What is a protected disclosure ?

A person may make a protected disclosure of information under this policy if they have objective reasonable grounds to suspect that the information concerns misconduct or an improper state of affairs in relation to PHS.

Misconduct or improper states of affairs covered by this policy includes any act or omission that:

• is dishonest, fraudulent or corrupt, such as falsification of records, contracts or data, adopting questionable or improper accounting practices or bribery;

• is unethical, such as actions causing substantial damage to the environment;

• may cause financial loss to PHS, damage its reputation or be otherwise detrimental to PHS's interests;

• is in breach of PHS’s policy on Code of Conduct

• any circumstance that represents a danger to the public or the financial system

• Is in breach of any taxation legislation (i.e. Income Tax Act 1997, Fringe Benefit Tax Assessment Act 1986) or misconduct or improper state of affairs or circumstances in relation to the tax affairs of PHS.

The associated Whistleblowing Procedures (Appendix 2) have defined the processes PHS will apply in responding to, and managing, disclosures of information.

A person may also make a protected disclosure of information if they have objective reasonable grounds to suspect that the information indicates that PHS has engaged in conduct which:

• constitutes an offence against, or a contravention of, the Corporations Act 2001 (Cth), 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), or the Superannuation Industry (Supervision) Act 1993 (Cth), or instruments made under these laws;

• constitutes an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more;

• involves any other kind of serious impropriety (e.g. business practices that may cause a consumer harm); or

• represents a danger to the public or the financial system.

Continued…