This Whistleblowing Policy (“Policy”) implements the commitment of Aboitiz Foods (“Aboitiz Foods”) to Aboitiz Equity Ventures Inc. (“AEV”), and its core values under both the Aboitiz Group Code of Ethics and Business Conduct and Aboitiz Foods Code of Ethics and Business Conduct (collectively referred to as the “Codes” and individually as the “Code” respectively). Our commitment to the highest standards of ethics and our core values are non-negotiable. It is therefore critical that we foster an environment wherein all Employees, Business Partners and other stakeholders are encouraged to report in good faith any wrongdoing within our organisation free from fear of discrimination, harassment or retaliation. This Policy provides details on how questions and concerns regarding violations of applicable law, regulation or company policy will be handled and the rights and obligations of individuals when making such a report.

This Policy aims to:

• provide a platform for Employees, Business Partners and other stakeholders to raise concerns regarding allegations of suspected improper activities relating to our business;
• ensure that such concerns are treated seriously and appropriately; and
• re-assure that any person raising a serious concern in good faith will be protected from reprisals or retaliation.

This Policy should be read in conjunction with all other relevant Aboitiz Foods and Aboitiz Group policies.

This Policy applies to the reporting and investigation of matters concerning violations of applicable law, regulation or Company policy by:

• all directors, officers, and employees, including those who work part-time or on fixed temporary projects, of Aboitiz Foods (collectively called the “Employees”);
• any Business Partner in their dealings with or on behalf of the Company; and
• other stakeholders (such as the communities in which Aboitiz Foods operates).

This Policy do not address, abridge or supersede the Aboitiz Foods Human Resources team’s ability to investigate and address any issues that arise within the scope of existing HR policies or responsibilities (such as concerns relating to employment terms, conflicts among employees, violations of the Code of Discipline and other relevant Human Resources policies, and most Employee disciplinary issues).

Individuals should follow this Policy if they have a genuine concern about past, current or future wrongdoing or danger in connection with Aboitiz Foods’ business. It may not always be clear whether the concerning conduct amounts to wrongdoing and reporting individuals may need to form their own judgement. Aboitiz Foods would encourage all employees, Business Partners and stakeholders to report concerns where in doubt, in the knowledge that those concerns will be taken seriously and investigated as appropriate.

Aboitiz Foods will support any reporting individual raising general concerns in good faith, even if those concerns turn out to be mistaken.

Employees and Business Partners are expected to become familiar with and comply with this Policy and to participate in relevant training sessions when required. The requirements of this Policy are in addition to, not in substitution for, any other requirements under applicable law or rules.

“Anything of Value”

should be interpreted broadly to mean anything of value to the recipient and of any amount, and may include, but is not limited to: cash or cash equivalents, such as gift certificates; gifts, travel or payment of other expenses; meals, entertainment, or hospitality; provision of services; perks, discounts or other favors; commissions; below-market loans or loan forgiveness; access to investment, business, employment or educational opportunities (including unpaid internships and including to family members of the Business Partner); political or charitable contributions; sponsorships; and intangible benefits (such as enhanced reputational, social or business standing). The prohibited benefit need not be given directly to you. For example, providing “Anything of Value” to a third person related to, or somehow closely affiliated with, a Public Official or Other Covered Individual, such as a family member or close friend, is prohibited just the same as if the benefit were provided directly to the Public Official or Other Covered Individual.

“Bribe and Bribery”

means giving, agreeing to give, offering, or receiving Anything of Value to influence the behavior of someone in government or business in order to obtain an improper benefit or advantage. Please note that there is no “small payment” or de minimis exception for payments made with a corrupt intent under this Policy.

“Business Partner”

refers to any third party that:

• will perform services on behalf of, or will otherwise represent the business interests of Aboitiz Foods; and
• may have an opportunity to receive, offer, promise, or give a Bribe on Aboitiz Foods’ behalf.

Examples of Business Partners may include but are not limited to distributors, sales agents, intermediaries, representatives, contractors, suppliers, lobbyists, government permit facilitators, customs agents, logistics providers, joint venture partners, and consultants.

For the avoidance of doubt, Business Partners do not include any entity which Aboitiz Foods directly or indirectly controls. “Control” is presumed when Aboitiz Foods directly or indirectly has more than half of the voting rights of the entity, or otherwise has the power to govern the financial and operating activities of the entity through such factors as the existence of contractual agreements with other shareholders or a mechanism that prevents other shareholders from exercising their rights.

“Group Company”

refers to any Aboitiz Foods subsidiaries and affiliates, including strategic business units and business units.

“Investigation”

means the analysis and investigation of the factual, legal and ethical basis of a Whistleblowing Concern, which may include interviews, review of documents and data, site visits, and receipt of advice including but not limited to the Whistleblowing Concern and related corrective actions.

“Investigator”

means any person or group of persons designated to coordinate and supervise the Investigation of a particular Whistleblowing Concern.

“Other Covered Individual”

means any director or employee of a business entity (for example, a customer) that is not a government, including but not limited to corporations, companies, partnerships, associations, mercantile companies, or foundations, who has duties and obligations with respect to that business entity and who is expected to act in good faith and impartially.

“Public Entity”

refers to a government; a government department, agency or instrumentality; a political party; a state-owned enterprise (for instance, a public hospital or public university); as well as any public international organization, such as the United Nations, World Health Organization, World Bank or the Red Cross.

“Public Official”

means:

• any person who works for, is an advisor to, or works on behalf of any of the aforementioned Public Entities;
• any officer or employee of a political party or any person acting in an official capacity on behalf of a political party;
• a royal family member; and/or
• any candidate for political office.

A person may be considered a Public Official regardless of their seniority. Employees should consult with a representative from AEV Legal or the Aboitiz Foods Legal & Enterprise Compliance functions if unsure as to whether a particular entity is owned or controlled by a government, as ownership interests can change over time. Public Officials include any individuals who have held any role meeting this definition within the previous twelve months (“Former Public Officials”).

“Whistleblowing” and “Whistleblowing Concern” have the meaning described in Section V below.

It is Aboitiz Foods’ policy to ensure the observance of ethical conduct and practices and promote openness, integrity, and accountability within the organization. Aboitiz Foods seeks to ensure that any concerns regarding improper conduct are reported and, as appropriate, investigated, in a timely and appropriate manner.

“Whistleblowing” refers to reporting any question or concern about a potential, suspected or known violation that has occurred, may occur and/or is occurring of any applicable law, regulation, the Company’s Code of Ethics and Business Conduct or any other Company policy (known as a “Whistleblowing Concern”). Examples of Whistleblowing Concerns include known or suspected:

• fraud;

• corruption, Bribery, or blackmail (including someone within Aboitiz Foods or on the part of any Business Partner engaging in any of these actions);

• unauthorized use of Company funds;

• violation of law (a crime) or of Company policies and procedures including but not limited to the Code, and this Policy;

• conflict of interest situations;

• health and safety risks, including risks to the public and to the employees;

• any conduct or action that threatens the health and safety of Employees, Business Partners or the public or Aboitiz Group’s reputation; or

• damage to the environment.

This Policy places a duty on Employees and Business Partners and encourages stakeholders to promptly report any Whistleblowing Concerns to an appropriate channel.

Employees and Business Partners are also required to report immediately if they have been notified by a regulatory authority or party to a lawsuit of an audit, investigation, lawsuit or any other regulatory inquiry which they reasonably suspect relates to Whistleblowing Concerns covered by this Policy. Such notifications can come in various forms, including written and verbal requests for information, written notification of regulatory action, receipt of formal legal documents and governmental or law enforcement activity on Company premises.

Immediate notification is essential to ensure any privileged documents are appropriately protected and documents relating to the audit, investigation, lawsuit or other inquiry are properly retained, as discussed in the Code. This Policy requires any Whistleblowing Concerns to be reported as necessary. Employees and Business Partners must not attempt to handle such notifications on their own unless specifically authorized to do so by AEV Legal or Aboitiz Foods Legal & Compliance.

If Employees or Business Partners are notified by a regulatory authority or party to a lawsuit of an audit, investigation, lawsuit or any other regulatory inquiry which they reasonably suspect does not relate to Whistleblowing Concerns covered by this Policy, the Aboitiz Foods existing procedures and policies shall govern.

Employees, Business Partners and stakeholders may use any of the following methods to report any Whistleblowing Concern:

• The Employee’s supervisor or Business Partner’s Aboitiz Foods contact person;

• AEV Legal;

• Aboitiz Foods Legal & Compliance;

• Human Resources Team; or

• Internal Audit Heads;

If reporting anonymously, Employees, Business Partners and stakeholders must ensure that they provide sufficiently detailed information to enable the Whistleblowing Concern to be properly investigated (including, for example, details relating to the facts underlying the Whistleblowing Concern and the person(s) involved.

Individuals receiving Whistleblowing Concerns are required to keep confidential any information that they receive as part of an Investigation, including the existence of the Investigation, the persons involved, and the factual issues.

Whistleblowing Concerns that have been reported through the channels outlined in Section VI of this Policy will be promptly reviewed by AEV Legal or Aboitiz Foods Legal & Compliance and communicated to the appropriate persons for review and Investigation as needed.

If deemed necessary, the personnel responsible for investigating a Whistleblowing Complaint may seek assistance in any Investigation from Employees, Business Partners and other stakeholders, including the individual making the Whistleblowing Concern.

All individuals who are subject to this Policy are required to co-operate when their assistance, or the assistance of any person under their supervision, is sought with respect to any Investigation. This means that Employees and Business Partners must:

• Make themselves, any persons that they supervise and relevant documents available to any Investigator or any other person who is assisting with an Investigation;

• Answer questions truthfully;

• Volunteer any information in good faith that they believe may assist with an Investigation;

• Keep confidential any information that they receive as part of an Investigation, including the existence of the Investigation, the persons involved and the factual issues; and

• Not make recordings of compliance-related interviews conducted in person or via telephone or video conference without the prior written consent of the Aboitiz Foods Legal & Compliance Team.

Please note that as per Aboitiz Group Information Security Management policy and its supporting Guidelines, any communications made using a Company computer, telephone, mobile device or other electronic resource and the information stored on them are Company property and may be searched without knowledge or consent to the extent permitted by applicable law.

Investigators are not permitted to make recordings of compliance-related interviews conducted in person or via telephone or video conference without the prior written consent of the Aboitiz Foods Legal & Compliance, and all the parties included in the recordings.

Any information provided as part of a Whistleblowing Concern or is provided or discovered in the course of an Investigation will be treated as confidential to the extent possible and information will only be disclosed on a need-to-know basis. Accordingly, Aboitiz Foods will not disclose the identity of an individual providing a Whistleblowing Concern or information in the course of an Investigation unless:

• The individual consents;
• The disclosure is required by applicable law or regulation;
• The disclosure is likely to be inferred due to the nature of the Whistleblowing Concern (e.g., the allegation involves a scenario in which only the individual making the Whistleblowing Concern and the individual subject to the Whistleblowing Concern are aware);
• The disclosure is necessary to prevent or lessen a threat to a person’s health or safety; or
• The disclosure is necessary to prevent harm to AEV’s or Aboitiz Foods’ reputation or to protect or enforce AEV’s or Aboitiz Foods’ legal rights, interests or defences.

The inappropriate disclosure of the identity of the individual making a Whistleblowing Concern, providing information in the course of an Investigation or under Investigation will be regarded as a breach of the Code and will be dealt with as a disciplinary matter.

Open communication of issues and concerns by all Employees, Business Partners and stakeholders without fear of retribution or retaliation is vital to the continued success of the Company.

This Policy strictly prohibits any form of retaliation for Whistleblowing Concerns reported in good faith, or for participating in an Investigation. Making a report in “good faith” means that the individual has provided all the information in that person’s possession and has a reasonable belief there has been a possible violation of law, ethics, or policy, even if the report turns out to be unsubstantiated.

Retaliation is a violation of the Code and must be reported in accordance with this Policy.

Employees are expected to attend training on this Policy and relevant anti-corruption laws when requested by AEV or Aboitiz Foods.

The Aboitiz Foods Board Audit Committee shall periodically review and assess the adequacy of this Policy for the consideration and approval of the Board of Directors.