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Whistleblowing Policy and Procedures

1.0 POLICY STATEMENT
ViTrox Corporation Berhad ("ViTrox") is committed to ensuring high standards of corporate governance, business integrity and accountability in all its activities.

This Whistleblowing Policy and Procedures (“Policy”) is established in accordance with the Whistleblower Protection Act 2010 (Act 711), Paragraph 15.29(1)(a) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, and Practice 3.1 of the Malaysian Code on Corporate Governance 2021, to provide a safe and confidential channel for reporting genuine concerns made in good faith without fear of retaliation.

This Policy has been approved and endorsed by the Board of Directors, who retain ultimate responsibility for ensuring its effectiveness.
2.0 OBJECTIVE AND SCOPE
This Policy is intended to facilitate the making of a bona fide complaint or report on any improper conduct within ViTrox and its subsidiaries (collectively the “ViTrox Group”).

This Policy applies to all employees, directors, and officers of ViTrox Group, as well as external parties such as vendors, business partners, consultants, and contractors who have dealings with the ViTrox Group.

Reports may be made in good faith and will be handled confidentially in line with the Whistleblower Protection Act 2010 (Act 711).
3.0 PROTECTION
3.1 This Policy is designed to offer protection to those who make an allegation, to the extent reasonably practicable, provided the allegation is made in good faith.
3.2 A disclosure of improper conduct may be made based on a person's reasonable belief, in good faith, that any individual has engaged, is engaging or is preparing to engage in improper conduct. Examples of improper conduct include, but are not limited to, the following:-
  1. any act of fraud, bribery, corruption, abuse of power, conflict of interest, theft or embezzlement, misuse of property of the ViTrox Group, or any breach or non-compliance with the policies, procedures, or code of conduct of the ViTrox Group; and
  2. any conduct which, if proved, would constitute a criminal offence or a breach of law or regulation.
3.3 A disclosure of improper conduct may also be made:-
  1. although the person making the disclosure is not able to identify a specific individual to whom the disclosure relates;
  2. although the improper conduct occurred before the effective date of this Policy;
  3. in respect of information acquired while the person was an officer, employee, or engaged party of the ViTrox Group or a body dealing with the ViTrox Group; or
  4. In respect any improper conduct of a person who was an officer, employee, or engaged party of the ViTrox Group or a body dealing with the ViTrox Group.
3.4 Any person who makes a disclosure of improper conduct ("whistleblower") shall, upon receipt of the disclosure by the Chairman of the Audit Committee, be conferred with whistleblower protection under this Policy, which includes:-
  1. protection of confidential information, which includes:-
    1. information relating to the identity, occupation, residential address, work address or whereabouts of a whistleblower; or of any person against whom a disclosure is made;
    2. information disclosed by a whistleblower; and
    3. information that, if disclosed, may cause detriment to any person.
  2. protection against detrimental action, which includes:-
    1. any action causing injury, loss or damage;
    2. any form of intimidation or harassment;
    3. interference with a person’s business relationship with the ViTrox Group or lawful employment or livelihood, including discrimination, discharge, demotion, suspension, disadvantage, termination or other adverse treatment in relation to a person's employment, career, profession, trade or business or the taking of disciplinary action; and
    4. any threat to take any of the actions referred to in sub-paragraphs (i) to (iii).
3.5 ViTrox does not extend this assurance to any individual who maliciously or knowingly raises a false matter. If an individual makes malicious or false allegations, appropriate disciplinary action may be taken against the individual.

The Chairman of the Audit Committee may revoke the whistleblower protection conferred under this Policy if, based on the investigation conducted or in the course of the investigation, it is determined that:-
  1. the whistleblower wilfully made, in the disclosure of improper conduct, a material statement which the whistleblower knew or believed to be false or did not believe to be true; or
  2. the disclosure of improper conduct is frivolous or vexatious; or
  3. the disclosure of improper conduct was made solely or substantially with the motive of avoiding dismissal or other disciplinary action.
If the whistleblower protection is revoked, the Chairman of the Audit Committee shall provide written notice of the revocation to the whistleblower and make all reasonable efforts to deliver it using the contact details provided. If the contact information is invalid or non-functional, the notice shall be retained as an internal record.
4.0 CONFIDENTIALITY
4.1 ViTrox wishes to assure the safety and confidentiality of the whistleblower and therefore undertakes to treat all allegations in a confidential and sensitive manner. A recipient of a disclosure of improper conduct or any confidential information obtained in the course of an investigation shall not disclose such information or any part thereof except:-
  1. to those individuals who have a need to know in order to properly carry out an investigation of the allegation;
  2. to ViTrox's professional legal advisers for the purpose of obtaining a legal advice; or
  3. to the extent disclosure is required by law or pursuant to any order of a court of competent jurisdiction, governmental agency, regulatory authority in Malaysia.
4.2 All concerns raised will be treated fairly, properly and confidentially, and the identity of the whistleblower shall not be disclosed without consent unless required by law.
5.0 DETRIMENTAL ACTION
5.1 No person shall take, threaten to take, or cause any detrimental action against a whistleblower, or any person related to or associated with the whistleblower in reprisal for a disclosure of improper conduct made in good faith.
5.2 A whistleblower may make a complaint to the Chairman of the Audit Committee regarding any detrimental action committed, or threatened to be committed, by any person against the whistleblower or any person related to or associated with the whistleblower.
5.3 A person is deemed to take detrimental action against a whistleblower, or any person related to or associated with the whistleblower if:-
  1. the person takes or threatens to take the detrimental action because:-
    1. a whistleblower has made a disclosure of improper conduct; or
    2. the person believes that a whistleblower has made or intends to make a disclosure of improper conduct; or
  2. the person incites, counsels, or permits another person to take or threaten to take such detrimental action for any reason under subparagraph (a)(i) or (ii).
5.4 Where the Chairman of the Audit Committee receives a complaint of detrimental action, the Audit Committee shall commence investigation into the complaint. If the investigation reveals that:-
  1. the complaint is not substantiated, the Audit Committee shall inform the whistleblower accordingly; or
  2. the complaint is substantiated, the Audit Committee shall initiate appropriate disciplinary proceedings and/or take such steps as it deems necessary, including but not limited to lodging a police report, against the person who has taken the detrimental action against the whistleblower.
5.5 No person, whether acting for themselves or on behalf of any body shall:-
  1. terminate a contract;
  2. withhold any payment that is due and payable under a contract; or
  3. refuse to enter into a subsequent contract,
solely for the reason that a party to the contract, or any of its employee or employer has made a disclosure of improper conduct under this Policy.
5.6 Any act of retaliation under this Policy shall be treated as a serious misconduct and may result in disciplinary and/or legal action.
6.0 PROCEDURE IN MAKING A DISCLOSURE
6.1 The reporting channel shall be directed to the Chairman of the Audit Committee, who shall ensure the matter is handled in strict confidence.
6.2 Any report may be submitted confidentially via email to vitroxwhistle@gmail.com.
6.3 For any report to be effectively reviewed, the following information should be provided (where available):-
  1. Background of the individual initiating the allegation; and
  2. Date(s), details, and any reasons why the individual is concerned about the conduct.
6.4 Anonymous disclosures will generally not be entertained; however, ViTrox reserves its right to investigate any anonymous disclosure if sufficient detail or evidence is provided to support an investigation.
6.5 Where relevant, the individual may be requested to submit supporting evidence and documents. Any meetings arranged will be conducted discreetly and, if necessary, off-site or outside office premises.
7.0 INVESTIGATION
7.1 Upon receipt by the Chairman of the Audit Committee of a disclosure of improper conduct, the Audit Committee shall conduct the necessary investigations in a fair, impartial, and confidential manner,
7.2 If the investigation report finds that:-
  1. the disclosure of improper conduct is not substantiated, the Audit Committee shall inform the whistleblower accordingly; or;
  2. the disclosure of improper conduct is substantiated, the Audit Committee shall initiate appropriate proceedings and/or take such steps as it deems necessary including but not limited to lodging a police report, against the person who has committed the improper conduct.
8.0 REVIEW OF THE POLICY
8.1 This Policy shall be reviewed and approved by the Board of Directors at least once every 3 years, or earlier if required by changes in law or regulations, or corporate governance standards, to ensure its continued relevance and compliance with the Bursa Malaysia Securities Berhad Main Market Listing Requirements and the Malaysian Code on Corporate Governance 2021 (Practice 3.1).