Whistleblower Policy – AU

1. Objective

Pernod Ricard Winemakers Pty Ltd (Pernod Ricard Winemakers, we or our), as part of the Pernod Ricard Group, is uncompromising in its integrity and undertakes to conduct its business in strict compliance with applicable laws and the highest ethical standards.

This Whistleblower Policy (Policy) forms part of Pernod Ricard Winemakers’ whistleblowing scheme, in accordance with its values and Code of Business Conduct, and must be considered in conjunction with Pernod Ricard Winemakers’ Speak Up Guidelines (Speak Up Guidelines).

This Policy is intended to ensure compliance with the Australian whistleblower protection regime that contains requirements that are unique and specific to the Australian jurisdiction. In Australia, whistleblowers who are considered ‘Eligible Whistleblowers’ are entitled to certain protections under:

• Part 9.4AAA of the Corporations Act 2001 (Cth) (Corporations Act); and/or
• Part IVD of the Taxation Administration Act 1953 (Cth) (Tax Act) (together, the whistleblower legislation),

when they make reports of misconduct or an improper state of affairs about a company that meet specific criteria (Protected Disclosures).

Accordingly, where there is any inconsistency between the Speak Up Guidelines and this Policy in application to Pernod Ricard Winemakers, this Policy will take precedence.

The purpose of this Policy is to ensure that an individual who makes a Protected Disclosure in relation to Pernod Ricard Winemakers is provided with a safe and secure means to report improper conduct confidentially and without fear of Detriment.

2. Scope

This Policy applies to all Employees and officers of Pernod Ricard Winemakers in Australia or in any way related to its operations in Australia, and any Eligible Whistleblowers who make a Protected Disclosure about Pernod Ricard Winemakers.

3. Policy application

3.1.  Protected Disclosures

A Protected Disclosure means a report or disclosure that qualifies for protection under whistleblower legislation and this Policy.

A Protected Disclosure is a disclosure of information by a Discloser (who is an Eligible Whistleblower) to an Eligible Recipient, where that Discloser has reasonable grounds to suspect that the information disclosed concerns a Disclosable Matter.

An Eligible Whistleblower who makes a Protected Disclosure is entitled to protection under the Corporations Act (see 3.4 for more information about the specific protections available).

The criteria for a Protected Disclosure are set out in the table below.

a. Examples of Disclosable Matters

In addition to conduct that is illegal or breaches any law applicable to Pernod Ricard Winemakers, Disclosable Matters include conduct that may not involve a breach of law. For example, ‘misconduct’ or an ‘improper state of affairs or circumstances’ may indicate a systemic issue within Pernod Ricard Winemakers that the regulator should be made aware of. It may also relate to:

• dishonest or unethical behaviour and practices;
• conduct that may cause harm; or
• conduct that is in breach of Pernod Ricard’s Code of Business Conduct. Specific examples of a Disclosable Matter may include:
• illegal conduct, such as theft, dealing prohibited drugs, violence or threats of violence and criminal damage to property;
• fraud, money laundering or misappropriation of funds;
• bribery;
• non-compliance or breach of laws; or
• engaging in, or threatening, conduct that would cause Detriment to a Discloser (or an individual planning to make, or suspected to have made, a Protected Disclosure).

Disclosable Matters also include all of the ‘Issues to be reported through Speak Up’ contained in Schedule 1 of the Speak Up Guidelines.

Disclosures that are not about Disclosable Matters do not qualify for protection under the Corporations Act or this Policy but may be protected under other legislation.

b. Removal of the ‘good faith’ and ‘not for personal interest’ test

It is very important to note that, under Australian whistleblower legislation, there is no longer a requirement that a Protected Disclosure be made ‘in good faith’. Accordingly, all references to the requirement that reports under the Speak Up Guidelines be made in ‘good faith’ will not apply to Protected Disclosures made under this Policy.

Instead, under the Australian whistleblower legislation (and this Policy) there is a requirement that for a report to qualify as a Protected Disclosure, a Discloser must have reasonable grounds to suspect that the information that they are disclosing about Pernod Ricard Winemakers concerns:

• misconduct; or
• an improper state of affairs or circumstances. Examples of Disclosable Matters are set out at 1(a).

‘Reasonable grounds’ means that a reasonable person in the Discloser’s position would suspect that the information indicates misconduct or a breach of the law. A Discloser may still qualify for protection under the Corporations Act even if the information related to the Protected Disclosure is later determined to be incorrect following an investigation.

Additionally, the Speak Up Guidelines requirement that a report meet the ‘absence of personal interest test’ does not apply under the Australian whistleblower legislation. However, in the Australian context, in order to

qualify as a Protected Disclosure, reports or disclosures must not be solely about a Personal Work-Related Grievance.

c. Examples of Personal Work-related Grievances

Examples of grievances that may be Personal Work-Related Grievances and therefore may not qualify as a Protected Disclosure include:

• interpersonal conflict between the Discloser and another Employee;
• decisions (that do not involve a breach of workplace laws) in relation to:
  • the engagement, transfer or promotion of the Discloser;
  • the terms of engagement of the Discloser;
  • the suspension or termination of the engagement of the Discloser; and/or
  • discipline of the Discloser, by Pernod Ricard

Whether or not a matter will be considered a Personal Work-Related Grievance will depend on all of the relevant facts and circumstances. There may be situations when disclosures about, or including, a Personal Work-Related Grievance still qualify for protection. For example, if:

• a Personal Work-Related Grievance includes information about misconduct, or information about misconduct also involves a Personal Work-Related Grievance;
• Pernod Ricard Winemakers breaches employment or other laws punishable by imprisonment for a period of 12 months or more, engages in conduct that represents a danger to the public, or the disclosure relates to information that suggests misconduct beyond the Discloser’s grievance;
• the Discloser suffers from or is threatened with Detriment for making a disclosure; and/or
• the Discloser seeks legal advice or legal representation about the operation of the whistleblower protections under the whistleblowers

Where an Employee wishes to raise a concern that they believe may be more likely a Personal Work-Related Grievance and not covered by this Policy, they may consult Pernod Ricard Winemakers’ Human Resources Director for advice about how to raise the issue.

3.2.  Making a Protected Disclosure

Who to contact

An Eligible Whistleblower may make a Protected Disclosure by providing details of the Disclosable Matter to an Eligible Recipient. A disclosure may be made to any Eligible Recipients who will refer the report to the Whistleblower Investigation Officer (WIO) or the Whistleblower Protection Officer (WPO). Alternatively, a report may be made directly to the WIO or WPO (see below- ‘how to report a concern’).

How to report a concern

The Pernod Ricard Group has implemented an ethics alert hotline (Speak Up) hosted by an independent company (NAVEX Global). Speak Up is available 24/7, and can receive calls in most languages. It is aimed at allowing Pernod Ricard employees to report concerns, including by making Protected Disclosures.

Speak Up allows reports to be made by telephone via a dedicated number, or by submitting an online report. Both options are available at: www.pernodricardspeakup.ethicspoint.com. For more information about Speak Up’s telephone call procedure please see the Speak Up Guidelines.

External parties who wish to make a Protected Disclosure may send an email marked “CONFIDENTIAL attention WIO” to notices.prwinemakers@pernod-ricard.com OR by post addressed to:

Human Resources Director (WIO) Pernod Ricard Winemakers Pty Ltd GPO Box 2246

ADELAIDE SA 5001.

Anonymous disclosures

Protected Disclosures may be made anonymously and still be entitled to protection under the Corporations Act and this Policy. This overrides the exception to anonymity in the Speak Up Guidelines that requires that the ‘seriousness of the facts is established, and the facts sufficiently detailed’ for anonymity to be granted to an individual raising a concern. However, the Discloser’s status as an Eligible Whistleblower may need to be confirmed (subject to the confidentiality requirements at 3.5).

A Discloser can choose to remain anonymous while making a Disclosure, over the course of the investigation and after the investigation is finalised. Disclosers can refuse to answer questions they feel could reveal their identity and may adopt a pseudonym where appropriate. The adoption of a pseudonym may be appropriate where the Discloser’s identity is known to their supervisor or the investigator, but the Discloser prefers not to disclose their identity to others within Pernod Ricard Winemakers.

3.3.  Disclosures made to external parties

Disclosures to regulators

Pernod Ricard Winemakers acknowledges that a Discloser may make a disclosure directly to regulatory bodies, or other external parties in some circumstances, about a Disclosable Matter and qualify for protection under the whistleblower legislation without making a report to Pernod Ricard Winemakers. For example, to qualify for protection under the Corporations Act, disclosures of information relating to Disclosable Matters can be made to:

• the Australian Securities and Investment Commission (ASIC);
• the Australian Prudential Regulation Authority (APRA); or
• another body prescribed by

For more information about how ASIC handles whistleblower reports, please see ASIC’s guidance on its website at https://asic.gov.au/about-asic/asic-investigations-and-enforcement/whistleblowing/how-asic- handles-whistleblower-reports/.

It is important to note that disclosures to a legal practitioner for the purposes of obtaining legal advice or legal representation in relation to the operation of the whistleblower legislation are protected (even in the event that a disclosure does not relate to a Disclosable Matter).

‘Public interest’ and ‘emergency’ disclosures

Disclosures may be made, in limited, specific circumstances, to a journalist or parliamentarian, where the disclosure is considered a ‘public interest disclosure’ or ‘emergency disclosure’ under the Corporations Act. Such a disclosure must have previously been made to ASIC, APRA or a prescribed body and written notice provided to the body to which the disclosure was made. In the case of a ‘public interest disclosure’, at least 90 days must have passed since the previous disclosure. A Discloser should contact an independent legal adviser for advice before making a ‘public interest disclosure’ or ‘emergency disclosure’.

3.4.  Protection of the Eligible Whistleblower and others

There are protections available to Eligible Whistleblowers under the whistleblower legislation. These protections are:

• identity protection (confidentiality);
• protection from Detriment;
• compensation and remedies; and
• civil, criminal and administrative liability

For example, a Discloser, or another Employee or person, can seek compensation and other remedies through the courts if:

• they suffer loss, damage or injury because of a Disclosure; and
• Pernod Ricard Winemakers failed to take reasonable precautions and exercise due diligence to prevent the detrimental

These protections apply not only to internal disclosures, but to disclosures to legal practitioners, regulatory and other external bodies, and ‘public interest’ and ‘emergency’ disclosures made in accordance with the Corporations Act. Pernod Ricard Winemakers encourages Disclosers to seek independent legal advice in relation to the specific protections that apply to them.

Protection from Detriment and reprisal

Pernod Ricard Winemakers will take steps to assess the risk of Detriment to the Discloser or another person, including the subject of the disclosure, in relation to a disclosure as soon as it is received. In line with its Speak Up Guidelines, Pernod Ricard Winemakers has a zero-tolerance approach towards any acts of retaliation against Disclosers. Please note that this protection from Detriment extends to all Eligible Whistlebowers that make a Protected Disclosure. This requirement overrides the exception to ‘non-retaliation’ in the Speak Up Guidelines relating to ‘slanderous or bad faith accusations’.

Pernod Ricard Winemakers will take all reasonable steps to ensure the protection of an Eligible Whistleblower who makes a Protected Disclosure against any reprisal or Detriment. This includes reprisals such as actual or threatened dismissal, demotion, harassment, bullying, discrimination or victimisation, or any other action or conduct that causes Detriment or threatens to cause Detriment. It also includes all forms of ‘retaliation’ listed in the Speak Up Guidelines ‘non-retaliation’ requirement.

Pernod Ricard Winemakers will ensure the fair treatment of Employees who are mentioned in a Protected Disclosure, including those who are the subject of the disclosure, with the WIO responsible for ensuring the

principles of natural justice and due process are upheld throughout the investigation process (see 4.1; 4.3 and 5.1).

If a Discloser is implicated in any misconduct related to the Disclosable Matter, their liability for their own conduct is not affected by the making of the Protected Disclosure. However, in some circumstances, an admission may be a mitigating factor when considering disciplinary or other action. It is important to note that the protections under whistleblower legislation do not grant immunity for any misconduct a Discloser has engaged in that is revealed in their disclosure.

3.5.  Confidentiality

As required under law, all Protected Disclosures will be treated as confidential, unless an exception as set out below applies. Unless the Discloser gives their consent, an Eligible Recipient who receives a Protected Disclosure will not disclose any information:

• about the identity of the Discloser; or
• that is likely to lead to the identification of the Discloser, other than where such a disclosure:
• is made to ASIC;
• is made to a member of the Australian Federal Police (within the meaning of the Australian Federal Police Act 1979);
• is made to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of this Policy;
• is reasonably necessary to conduct an investigation under this Policy (provided the information disclosed is not the identity of the Discloser and all reasonable steps are taken to reduce the risk that the Discloser will be identified); or
• where the Relevant Officer or a member of Pernod Ricard Winemakers is required or authorised to disclose that information by

A Discloser may lodge a complaint about a breach of confidentiality under this Policy by following the process for making a Protected Disclosure (see 3.2) and may also lodge such a complaint with a regulator, such as ASIC, APRA or the ATO, for investigation.

4. Investigation procedure

4.1.  Investigation principles

Pernod Ricard Winemakers will investigate all reports of Disclosable Matters made in accordance with this Policy. Investigations will commence as soon as practicable after a Protected Disclosure is received by an Eligible Recipient. The investigation will be conducted in a timely, thorough, confidential, objective and impartial manner recognizing the principles of natural justice and best practice investigative techniques. Once complete, the outcome of the investigation will be reported to the CEO and, where appropriate, reported by the CEO to the MCM. Investigation documentation will be stored securely to prevent unauthorized access.

4.2.  Providing updates on investigation process and status

Updates and correspondence regarding reports made via Speak Up

For reports of Disclosable Matters that are made via Speak Up, once a report is made by phone or online, the individual making the report will receive a key and password that can be used to follow progress of the report.

This number can be used to track a case, add more information and answer any questions the WIO may have. Individuals will be notified that an alert of their report has been received via Speak Up and will be provided with updates regarding timing of the investigation process. Individuals will then be informed regularly of the action taken on their report, via Speak Up.

Updates and correspondence regarding reports not made via Speak Up

For reports of Disclosable Matters made by external parties, where the Discloser has provided a means of contacting them, the Discloser will be kept updated regarding the progress and outcome of the investigation. It is important to note that Pernod Ricard Winemakers may not be able to undertake an investigation if it is not able to contact the Discloser.

4.3.  Investigation process

The following procedure will generally be followed in relation to reports of Disclosable Matters:

4.4.  False reports

Individuals that deliberately make a false report will not be able to access the whistleblower protections under the Corporations Act. Deliberate false reports involve a Discloser reporting information they know to be untrue. It does not include situations where a Discloser has reasonable grounds to suspect misconduct but their suspicions are incorrect.

If an Employee is found to have deliberately made a false or dishonest report regarding a Disclosable Matter, disciplinary action may be taken against the Employee in accordance with Pernod Ricard Winemakers’ Discipline & Dismissal Policy.

No such action will be taken against an Employee providing the report was made where the Employee had reasonable grounds to suspect that the disclosure concerned a Disclosable Matter, despite there being no confirmation of the subject of the report by Pernod Ricard Winemakers following an investigation.

5. Roles and responsibilities

5.1.  Policy approval and responsibility

The MCM has overall responsibility for ensuring this Policy complies with Pernod Ricard Winemakers’ obligations under the Australian whistleblower legislation. The MCM will monitor the operation of the policy and ensure it is reviewed every two years. The MCM is also responsible for approving any substantive changes to this Policy.

5.2.  Eligible Recipients

Eligible Recipients (see 3.1) will refer all potential Protected Disclosures to the WIO and ensure confidentiality obligations are met (in accordance with 3.5).

5.3.  Whistleblower Investigation Officer

The WIO has primary and day-to-day responsibility for implementing this Policy, monitoring its use and effectiveness and dealing with any queries about it.

The WIO’s responsibilities include:

• monitoring and receiving disclosure from whistleblowing channels and ensuring the integrity of the whistleblowing channels;
• conducting initial review of disclosures to determine whether this Policy applies and to assess the risk of Detriment and ensuring appropriate safeguards are implemented;
• conducting investigations into Protected Disclosures;
• ensuring confidentiality obligations are met (in accordance with 3.5); and
• regularly updating the MCM on the implementation of this Policy including the status of any investigations under this
• Whistleblower Protection Officer

It is the Whistleblower Protection Officer (WPO)’s responsibility to:

• protect and support the Discloser, and other Employees mentioned in a disclosure, from Detriment;
• communicate/correspond with Discloser on receipt of a disclosure, during any investigation and in relation to any investigation finding;
• ensure confidentiality obligations are met (in accordance with 3.5); and
• develop appropriate training materials and programs for our Employees to comply with this

6. Breaches of this Policy

6.1.  Employees

In addition to penalties under the whistleblower legislation, any Employee who breaches this Policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.

6.2.  Individuals and organizations working on our behalf

In addition to penalties under the whistleblower legislation, we may terminate our relationship with other individuals and organisations working on our behalf if they breach this Policy.

7. Communication, training and awareness

We will provide regular training to all of our Employees on this Policy. This training will form part of the induction process for all individuals who work for us.

This Policy is available to all of our suppliers via our public-facing website.

8. Defined Terms

The following table sets out the definitions of the terms used in this Policy.

9. Relevant policies and procedures

This Policy should be read in conjunction with the following policies and procedures:

• Code of Business Conduct
• Speak Up Guidelines
• Discipline & Dismissal Policy
• Unacceptable Behaviour Policy
• Supplier Standards

10. Policy approval and review

This Policy was approved by Pernod Ricard Winemakers’ Management Committee on 6 May 2021. This Policy will be reviewed every two years.