Whistleblower Policy

SCOPE AND PURPOSE

At Cuckoo International (MAL) Sdn Bhd and its subsidiaries (“CUCKOO”), we take pride in our reputation and our commitment to always putting at top priority towards the integrity, values of transparency, integrity, impartiality and accountability in the conduct of its business and affairs. All the directors, C-Suite management officials, employees of CUCKOO, vendors, contractors, consultants, agents, representatives and other third parties performing work or services for or on behalf of the Group as well as all customers and other third parties receiving work or services from the Group play a part in maintaining this reputation and continuing to uphold CUCKOO’s success.

In line with this commitment, we have put in place a Whistleblowing Policy and procedures to provide an avenue for our directors, employees and third parties (such as vendors, contractors, consultants, agents and business partners of CUCKOO) to disclose any improper conduct that may be illegal, unethical, corrupt or otherwise cause damage to the Company’s reputation.

WHAT IS IMPROPER CONDUCT

Conduct by or any of CUCKOO’s directors, employees and third parties will be considered to be improper when it does not meet CUCKOO’s regulatory obligations or where it may otherwise be considered fraudulent, unethical, illegal, corrupt or conflicting with CUCKOO’s internal policies.

Examples of improper conduct include but are not limited to:

• bribery and corrupt conduct;
• Fraud, theft, embezzlement or dishonest conduct;
• Breaches of policies, procedures and applicable laws and regulations in Malaysia;
• Any form of harassment;
• Actions which can cause physical danger/harm to another person and/or can give rise to risk of damage to properties/assets;
• Conduct which may cause financial loss to CUCKOO or bring it to severe public disrepute or ridicule or is otherwise detrimental to CUCKOO’s interests;
• Conduct that breaches any obligations under the CUCKOO’s code of conduct or any of the policies and procedures;
• Unethical sales practices;
• Conflict of interest; or
• Misuse of position or information which may result in profiteering.

This Policy excludes grievances, complaints, concerns or situation about:

• matters which are trivial or frivolous or malicious or vexatious in nature or motivated by personal agenda or ill will;
• matters pending or determined through CUCKOO’s disciplinary proceedings; and matters pending or determined through any tribunal or authority or court, arbitration or other similar proceedings.

REPORTING IMPROPER CONDUCT

Everyone has a right to whistleblow any known or suspected incidences of improper conduct of CUCKOO or any of its directors, employees and third parties.

Reporting concerns can help CUCKOO improve processes and solve problems quickly. Such individual is referred to as “Whistleblower”.

The Securities Commission of Malaysia defines a “Whistleblower” as someone who informs the authority or the public about something he reasonably believes to be fraudulent, illegal or unlawful.

According to the definition provided by Jowitt’s Dictionary of English Law (5th Edition), the definition of Whistleblowing is defined as the disclosure by an employee of confidential information which relates to some danger, fraud or other illegal or unethical conduct connected with the workplace, be it of the employer or of fellow employees.

The Whistleblower must ensure that the disclosure is made in good faith, free from malicious intent, and is not for personal gains.

HOW TO MAKE A REPORT?

We take whistleblowing seriously and your concern matters to us. We would like to hear from you if any of your disclosure is related to improper conducts or practices occurring within or related to CUCKOO. Any disclosure can be made to any of the following dedicated reporting channels:

Complete the Whistleblowing Form and then send it to whistleblowing@cuckoo.com.my or complete the whistleblower form online through CUCKOO website. To facilitate an investigation into the alleged wrongdoing, where possible and applicable, the following information should be included when making a disclosure:

• a) Brief description of the misconduct;
• b) The date and location of the incidence;
• c) The identity of the wrongdoer;
• d) Particulars of witnesses, if any;
• e) Supporting evidence and/or documents;
• f) Other useful details to facilitate screening and action to be carried out

Where possible, the Whistleblower is encouraged to disclose his/her personal details to enable the relevant parties conducting the investigation to contact the Whistleblower for further information:

• a) Name; and
• b) Contact details – email address and/or telephone number.

The report will be made directly to the Internal Audit Department.

HOW DOES CUCKOO HANDLE INFORMATION PROVIDED BY WHISTLE-BLOWER?

CUCKOO commits to ensure that all disclosed information, including the identity of the Whistleblower shall be treated with strict confidentiality. Investigation will be carried out by the appropriate party. During the investigation, the investigator may reach out to the Whistleblower for additional information and/or documents to assist in the investigation.

After reviewing the disclosure of the complaint of the improper conduct, the Head of the Internal Audit will consult the designated Director (if the designated Director is not involved) to decide whether it warrants the disclosure for an investigation or may decide that further action is needed.

Based on the results of the investigations, the Head of the Internal Audit will recommend appropriate action(s) to the Management. The designated Director must be informed of the matter.

To avoid jeopardising any investigation, the Whistleblower must use all reasonable efforts to keep the Confidential Information confidential, including the fact that a report has been filed, the nature of the Improper Conduct, and the identity of the person(s) who are allegedly responsible for the Improper Conduct.

Should the Whistleblower not be able to substantiate its allegations with reliable evidence, the Company may not be able to act on it. Once the investigation has been completed, the finding will be shared to Whistleblower (except where the Whistleblower is not contactable).

Appropriate corrective or disciplinary action, up to and including termination, will be taken where a finding of improper conduct is made.

PROTECTION OF WHISTLEBLOWER

CUCKOO is committed to ensure that Whistleblower is not disadvantaged in any way for raising genuine concerns about known or suspected improper conduct.

A Whistleblower will be protected from harassment, retaliation, victimization and recrimination, where they make a report in good faith and where it can be demonstrated that there are reasonable grounds for the belief that improper conduct has occurred.

Appropriate corrective or disciplinary action, up to and including termination, will be taken where an Employee who takes any improper action against another Employee who has made a report of improper conduct.

WITHDRAWAL OF REPORT

The Whistleblower who wishes to withdraw his/her report is required to write to whistleblowing@cuckoo.com.my together with supporting reason(s) for the withdrawal. Notwithstanding such withdrawal, CUCKOO reserves the right to proceed with investigation on the matters arising from the report.