Gadens (the Firm) is committed to the highest standards of conduct, ethical behaviour and corporate governance.

The Corporations Act 2001 (Cth) (Corporations Act) and the Taxation Administration Act 1953 (Cth) (TAA), provide certain protections to eligible whistleblowers who report disclosable matters (being misconduct or an improper state of affairs or circumstances) to eligible recipients.

This policy aims to enable eligible whistleblowers to report disclosable matters without fear of suffering detriment or harm and provide a confidential process for investigating and responding to reports of disclosable matters. Please refer to Schedule A for a map of the process which underpins this policy.

This policy is not exhaustive. Our people are expected to exercise sound judgement and act in accordance with the Firm’s values when considering the issues referred to or covered in this policy.

Definitions

In this policy:

• Authorised Disclosure Officers means the Chief Executive Officer, the Chief Operating Officer, the General Counsel and the Chief People Officer.
• Disclosable Matter means misconduct or an improper state of affairs or circumstances in relation to the Misconduct includes fraud, negligence, default, breach of trust and breach of duty.
• Eligible Recipient means the individuals who are authorised to receive reports of Disclosable Matters, including the internal contacts listed in Schedule B.
• Eligible Whistleblower means any current or former Staff member, associate, officer or supplier (including the supplier’s officers and employees) of the Firm and a relative, dependant or spouse of any of such person.
• Staff means any partner, employee, contractor, sub-contractor, consultant, work experience individual or volunteer of the Firm.

Scope of application

This policy applies to all Eligible Whistleblowers.

Under the Corporations Act, only current and former Staff, officers, associates and suppliers of the Gadens corporate entities are eligible whistleblowers. Current and former Staff, officers and suppliers of the Gadens partnership and its related entities are not eligible whistleblowers.

Under the TAA, current and former Staff, officers and suppliers of the Gadens partnership and the Gadens corporate entities are eligible whistleblowers.

The Firm will treat all current and former Staff, officers, associates and suppliers of the Gadens partnership as Eligible Whistleblowers under this policy, regardless of whether they report Disclosable Matters under the Corporations Act or the TAA. The Firm will provide the protections in this policy to all Eligible Whistleblowers.

Purpose

This policy is designed to:

• comply with our values, regulatory and ethical obligations;
• encourage the reporting of suspected or actual Disclosable Matters;
• assist Eligible Whistleblowers in identifying the risk of, or any instances of, Disclosable Matters;
• provide information to Eligible Whistleblowers on the protections available to them and how the Firm will ensure these protections are provided in a confidential and supportive manner;
• provide information to Eligible Whistleblowers on how to report Disclosable Matters to Eligible Recipients;
• provide information on how the Firm will investigate reports of Disclosable Matters;
• protect the reputation of the Firm and its Staff, our community of stakeholders (internal and external) and regulators;
• prevent breaches of laws and regulations or unethical conduct that could expose the Firm to investigations and litigation or adverse action by regulators or enforcement authorities; and
• identify how the policy is to be made available to Eligible Whistleblowers.

Making a report

An Eligible Whistleblower is entitled to the protections outlined in this policy if:

• the Eligible Whistleblower has reasonable grounds to suspect the existence of a Disclosable Matter; and
• the Eligible Whistleblower reports the Disclosable Matter to an Eligible Recipient.

Eligible Whistleblowers may choose to report Disclosable Matters anonymously. Anonymous reports will qualify for the protections outlined in the policy. However, it may be more difficult to investigate an anonymous report and to provide updates on any investigation.

What is a Disclosable Matter?

You are encouraged to make a report if you have reasonable grounds to suspect the existence of any Disclosable Matter. Disclosable Matters may include, but are not limited to:

• Fraud, theft or dishonest conduct (including falsification of records).
• Bribery, corruption, money laundering or secret commissions.
• Illegal, unethical or improper conduct (drug use, violence, criminal damage).
• Breach of employment, labour or workplace health and safety or any other laws.
• Conduct that materially damages our reputation or brand or relationships with third parties.
• Breach of an internal policy (e.g. Anti-Bribery and Corruption Policy).
• Breaches of confidentiality and disclosure of confidential information.
• A danger to the public or the financial system.
• An offence against or contravention of any provision of the Corporations Act or an instrument made under the Corporations Act or an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more.
• 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 planning to make a disclosure.
• Any other inappropriate behaviour, misconduct or improper state of affairs.

Please note that a Disclosable Matter does not necessarily involve a contravention of a law.

What is not a Disclosable Matter?

• Personal work-related grievances. Personal work-related grievances include, but are not limited to, interpersonal conflicts between employees, work performance issues, or a decision relating to the engagement, transfer, or promotion of an employee.
• Reports you know are false.

You will not be protected under this policy or applicable laws for disclosing personal work- related grievances, reports you know are false or other non-Disclosable Matters.

Internal Eligible Recipients

Disclosable Matters must be reported directly to an Eligible Recipient or via the Whispli portal. If you wish to identify yourself, Reports can be made in-person or via email, telephone or the Whispli portal. If you wish to remain anonymous, you can make a report via the Whispli portal.

The contact details of internal Eligible Recipients are contained in Schedule B. Internal Eligible Recipients are:

• Authorised Disclosure Officers
• all Partners.

If an Eligible Recipient is or may be involved or referred to in a Disclosable Matter, you must not report the Disclosable Matter to that Eligible Recipient.

An Eligible Recipient will confidentially escalate your report to an Authorised Disclosure Officer.

Making a report

Please include as much information in your report as possible. Useful information includes

• Date, time and location.
• Name(s) of person(s) involved, roles and practice groups.
• The general nature of your concern.
• How you became aware of the issue.
• Possible witnesses.
• Other information or evidence to support your report.

It is important to provide as much information as possible to enable a thorough investigation.

Disclosure to external Eligible Recipients

While it is the Firm’s preference for disclosures to made internally to allow the Firm to investigate Disclosable Matters, an Eligible Whistleblower may also report Disclosable Matters to:

• Australian Securities & Investments Commission (ASIC);
• Australian Prudential Regulation Authority (APRA);
• A Commonwealth body prescribed by regulations;
• the Firm’s external auditor, listed in Schedule B; and
• a lawyer, for the purpose of obtaining legal advice or legal representation about the whistleblower protections.

An Eligible Whistleblower may also report Disclosable Matters to the Commissioner of Taxation (ATO) if the Eligible Whistleblower considers that the information may assist the ATO to perform its functions or duties under a taxation law in relation to the Firm.

Emergency and Public Interest Disclosures

An Eligible Whistleblower may also make a ‘public interest disclosure’ or an ‘emergency disclosure’.

A public interest disclosure is the disclosure of information to a journalist or a parliamentarian, where:

• at least 90 days have passed since the Eligible Whistleblower made the disclosure to ASIC, APRA, ATO or another Commonwealth body prescribed by regulation;
• the Eligible Whistleblower has reasonable grounds to believe that no action is being, or has been taken, in relation to their disclosure;
• the Eligible Whistleblower has reasonable grounds to believe that making a further disclosure of the information is in the public interest; and
• before making the public interest disclosure, the Eligible Whistleblower has given written notice to the body to which the previous disclosure was made that:
  • includes sufficient information to identify the previous disclosure; and
  • states that the Eligible Whistleblower intends to make a public interest disclosure.

An emergency disclosure is the disclosure of information to a journalist or a parliamentarian, where:

• the Eligible Whistleblower has previously made a disclosure of the information to ASIC, APRA, ATO or another Commonwealth body prescribed by regulation;
• 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 the emergency disclosure, the Eligible Whistleblower has given written notice to the body to which the previous disclosure was made that:
  • includes sufficient information to identify the previous disclosure; and
  • states that the Eligible Whistleblower intends 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 parliamentarian of the substantial and imminent danger.

Do not use social media to go public with your concerns as you will not be covered by whistleblower protections.

Protections and support

Gadens is committed to protecting Eligible Whistleblowers who report Disclosable Matters by:

Protecting your identity and confidentiality: If you identify yourself as an Eligible Whistleblower, we will not share your identity, or information that is likely to lead to your identification, with anyone except as permitted by law. For example, we may disclose your identity and relevant information if reasonably necessary for the purposes of investigating Disclosable Matters. Where reasonably practical, we will seek your consent to a disclosure.

If you wish to remain anonymous as an Eligible Whistleblower, you must make a report via Whispli. Whispli will not disclose your identity to us without your consent, unless permitted by law.

If you believe that your identity has been disclosed in breach of this policy, please contact the Eligible Recipient who received your initial disclosure or submit a further report via Whispli if you wish to remain anonymous.

Protecting you from detriment: We are committed to ensuring you are treated fairly and do not suffer detriment because you are or could be an Eligible Whistleblower. Detriment includes harm, injury to you or damage to you or your property, reputation or financial position (including as a result of dismissal, alteration of your employment duties to your disadvantage or harassment or intimidation). If you experience any detriment, please contact the Eligible Recipient who received your initial disclosure or submit a further report via Whispli, if you wish to remain anonymous.

Compensation and other remedies: You may also seek compensation and other remedies through the courts if you suffer loss, damage or injury because of a disclosure and Gadens failed to take reasonable precautions and exercise reasonable due diligence to prevent the detrimental treatment.

Protection from liability: An Eligible Whistleblower is protected from any civil, criminal and administrative liability in reporting Disclosable Matters and no contractual or other remedy may be enforced against the Eligible Whistleblower for reporting Disclosable Matters.

The protections do not grant immunity for any misconduct an Eligible Whistleblower has engaged in that is revealed by an investigation into the report of Disclosable Matters.

We will also ensure fairness to anyone identified in a disclosure. Where reasonable and appropriate, we will provide these individuals with details of the disclosure and give them an opportunity to respond to the disclosure.

Investigation process

To ensure impartiality is upheld throughout the investigation process, all investigations are conducted independently of the Eligible Whistleblower, the individuals who are the subject of the report of Disclosable Conduct and the Staff who are or may be involved.

Should the General Counsel (or, if the General Counsel is the subject of the report another Authorised Disclosure Officer) determine that a formal, in-depth investigation is required, a lead investigator will be appointed to investigate the matter having regard to:

• the nature and scope of 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.

The number of people involved in the investigation process will be kept at a minimum to protect the Eligible Whistleblower’s confidentiality. Where appropriate, the Firm may appoint external investigators with specialist skills or expertise to lead the investigation. Any external party involved will be subject to strict confidentiality obligations.

The General Counsel or another Authorised Disclosure Officer will review the outcomes of the investigation and determine appropriate actions to respond to the matter.

Where reasonably necessary, the investigation report may be made available to the management team or external parties, including law enforcement agencies and relevant regulatory bodies.

Keeping the Eligible Whistleblower informed

If reasonable in the circumstances, the Eligible Whistleblower will be provided with regular updates. The frequency and timeframe of these updates may vary depending on the nature of the disclosure. The Firm will communicate with the Eligible Whistleblower using their preferred mode of communication.

While we aim to keep the Eligible Whistleblower informed of the progress of the investigation and its outcome, there may be circumstances where it may not be appropriate to provide certain details to the Eligible Whistleblower.

Record keeping

Once the matter is closed, a report will document the following information:

• a brief description of the disclosure;
• scope of the investigation;
• findings from the investigation;
• whether any disciplinary or other action was taken; and
• whether any law enforcement agencies or regulatory bodies were notified.

Where possible, all evidence and correspondence will be retained as evidence along with the report. The method for documenting and reporting will depend on the nature of the disclosure.

Responsibility for this policy

The General Counsel has overall responsibility for ensuring this policy complies with our legal and ethical obligations.

The General Counsel has primary and day-to-day responsibility for implementing this policy, and for monitoring its use and effectiveness (and dealing with any queries on its interpretation).

Further information on whistleblower protections and general information on whistleblowing can be obtained from the ASIC website.

This Policy is not a term of any contract, including any contract of employment and does not impose any contractual duties, implied or otherwise, on the Firm. This Policy may be varied by the Firm from time to time.

Partners are responsible for ensuring those reporting to them are made aware of and understand this policy. Partners will be provided with training on this policy.

Availability of policy

This policy will be made available to current employees on the Gadens intranet.

This policy will be made available to other Eligible Whistleblowers on the Gadens website.

Schedule A: Process map

Schedule B: Contacts for making a report

This version of the Whistleblower Policy was last updated July 2025.