Whistleblower Statement

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Whistleblower Statement

Introduction

Purpose
This Whistleblowing Policy establishes guidelines for NTT DC REIT Manager Pte. Ltd. (“Manager”) as manager of NTT DC REIT (“REIT”) to manage whistleblowing matters for REIT.
Scope
This Policy applies to anyone who wishes to raise any concerns about actual or suspected unethical behaviour or misconduct within NTT DC REIT and/or is responsible for responding to Reports, including but not limited to:
1. Employees (including current, prior, and future employees, applicants, trainees, directors, members of the administrative/supervisory bodies of the entity, including non-executive members and shareholders of NTT DC REIT);
2. Clients and any representatives thereof;
3. Other third parties (including contactors, suppliers, vendors, service providers, agencies, consultants, and partners) and any representatives thereof; and
4. Any other person who wishes to raise a Report based on any interaction with NTT DC REIT

Definitions

Term	Definition
ARC	Audit and Risk Committee of NTT DC REIT.
Whistleblowing	Whistleblowing refers to the disclosure of information by an employee or third party regarding suspected wrongdoing, including but not limited to fraud, corruption, harassment, discrimination, safety violations, financial irregularities, or violations of laws or company policies.
Manager	NTT DC REIT Manager Pte. Ltd.
Report	Ethics and compliance related reports, including any whistleblowing cases.
Reporter	Any person who raises a compliance related or whistleblowing report including a complainant.

Procedures
1. Reporting of Concerns or Misconduct
  1. Concerns that may be reported under this policy include but are not limited to:
    
    (a) Non-compliance with legal, professional, or regulatory obligations
    (b) Threats to health and safety
    (c) Environmental harm
    (d) Bribery and corruption
    (e) Financial fraud or mismanagement
    (f) Negligence
    (g) Behavior that may harm the organization’s reputation
    (h) Unauthorized disclosure of confidential information
    (i) Breach of Our Code and Values
2. Reporting Channels
  1. Reporters may submit an email at ap.general-nttdcreit@global.ntt through NTT DC REIT website https://www.nttdcreit.com/ and the email is sent directly to the Chairman of the ARC.
  2. When making a Report, Reporters should exercise due care to provide honest, accurate information and as much detail as possible, including:
    
    (a) Who was involved - details of the person(s).
    (b) What happened - (in chronological order).
    (c) A summary of the allegation, including evidence or witnesses available to support the allegation of the Reporter.
    (d) When did it occurred - (in chronological order) Dates and times, if available.
    (e) Where did it happen - location and name of company.
    (f) Has this been reported in any other forum (e.g. to your line manager, or Human Resources).
3. Confidentiality and Anonymity
  1. All information received will be treated with the highest confidentiality. The Reporters are strongly encouraged to provide their names and contact details so that clarification or further appropriate information can be obtained directly from them when needed unless they opt to remain anonymous.
  2. The identity of the Reporters shall be maintained in strict confidence, except under circumstances where:
    
    (a) The ARC deems the disclosure of identity to be material and necessary for the effective conduct of the investigation;
    (b) Disclosure is required by law, or pursuant to an order or directive from a court of law, regulatory authority, the Singapore Exchange or any other competent body with legal jurisdiction;
    (c) The ARC, with the concurrence of the Board of Directors, determines that disclosure is in the best interest of the Manager;
    (d) It is established that the Report was made frivolously, in bad faith, or with malicious or mischievous intent, or in abuse of the whistleblowing policy and procedures;
    (e) The report and the identity of the Reporter have already entered the public domain.
  3. In order to ensure integrity of the investigation and any related follow-up actions, Reporters are required to maintain strict confidentiality concerning all information pertaining to the Report. This obligation includes refraining from disclosing the existence of the Report, the nature of the concerns raised, the identities of individuals involved, and any other information provided by the Manager while managing the Report.
4. Reports Register
  1. The ARC shall ensure the establishment and maintenance of a Reports Register to document all received reports, including the date and nature of each report. The Reports Register is to be maintained by the Compliance Officer.
  2. The ARC shall authorize the disclosure of the Reports Register for inspection upon request by relevant investigative authorities.
5. Review and Investigation of Report
  1. Report will be received and reviewed by the Chairman of the ARC who will determine the appropriate initial action.
  2. Upon receipt of any Report, the ARC may:
    
    1. Determine whether circumstances warrant an investigation or review, by considering factors including, but not limited to, the severity of issue raised, credibility of the information and likelihood of confirming the information from attributable sources;
    2. Instruct an appropriate party (e.g. Compliance/ Internal Audit/ Management) to conduct further investigations or review and take such remedial action as it deems appropriate;
    3. Review and investigate the report and ensure that there is no conflict of interests on the part of any person involved in the investigations;
    4. Engage such third parties (e.g. external auditor, independent external firm) as the ARC may determine, to take remedial, to commence or conduct further investigations or review, as deemed appropriate;
    5. Report the matter to the relevant public bodies or regulatory/law enforcement authorities if deemed necessary upon consultation with legal counsel;
    6. Take any other action as the ARC may determine in the best interest of the Manager;
    7. Upon completion of the investigation, the investigation report shall be submitted to the ARC for approval
    8. Recommend any remedial or legal action to be taken, where necessary; and/or
    9. Notify the whistleblower of actions taken or reasons should it be decided that no action is to be taken.
  3. In the event where there is insufficient information provided or reported to substantiate the allegations, the ARC or relevant management team may reach out to the Reporters to obtain additional information to facilitate further investigations. Where such attempts to obtain additional information are not successful, the ARC may consider not to conduct any further investigations in concurrence with the Board of Directors.
6. Reporting of Investigation
  1. All investigations shall be reported to the ARC for their attention and further direction as may be necessary. The Compliance Officer shall also report to the ARC on a quarterly basis specifying the following:
    
    (a) The details of reports which could materially and adversely affect the financial statements of the Company, or the integrity of the Company’s system of internal controls;
    (b) Update on the current status of investigations for unresolved reports; and
    (c) The result of investigations, including findings and any actions taken, for reports that have been resolved.
7. Frivolous or Malicious Complaints
  1. All Reports must be made in good faith. Reports that are frivolous, insufficiently substantiated and lacking sufficient information to warrant further investigation will be documented but will not be investigated further.
  2. The Manager reserves the right to take appropriate measures against any person to recover any loss or damage arising from any Report filed frivolous, in bad faith, in abuse of these policies and procedures, or with malicious or mischievous intent. Reporters may be subject to administrative and/or disciplinary action including but not limited to the termination of employment or other contract, as applicable.
8. Non-Retaliation
  1. We have a strict non-retaliation policy and will not tolerate any harassment or victimization towards anyone for speaking-up in good faith. Retaliation includes any direct or indirect acts or omissions, prompted by the Report, that may cause unjustified detriment to individuals who have made a Report or to any individual, other than the Reporter, who is also protected under this Policy, including without limitations the following:
    
    (a) facilitators (any person who promotes or encourages the Reporter to communicate the Report or who helps the Reporter to provide meaningful or necessary information in relation to the Report);
    (b) individuals, such as colleagues or relatives of the Reporter;
    (c) legal entities with any link to the Reporter; and
    (d) any individuals working under the supervision and direction of contractors, subcontractors and suppliers.
  2. If any individual experiences any form of retaliation, or notice any form of retaliation against anyone else, for speaking-up in good faith about known or suspected unethical behaviour or misconduct, immediately report this via one of the whistleblowing channels. A report on retaliation against an individual who has made a Report is treated like any other Report and the same procedure is followed.
  3. We are committed to supporting all individuals who reports in good faith and, where requested, may assist individuals to make a Report and provide appropriate assistance where required.
Consistency with Laws and Regulations
1. This Document shall be read in conjunction with and subject to any relevant laws, regulations, rules, directives or guidelines that the Singapore Exchange Securities Trading Limited (“SGX-ST”), Monetary Authority of Singapore (“MAS”), the Companies Act, the Property Fund Appendix and/or Securities and Future Act (“SFA”) may from time to time prescribe or issue on the receipt, retention and/or treatment of complaints regarding accounting, internal accounting controls or auditing matters or any matters governed by this Policy.
2. In the event that any policy or procedure herein is inconsistent or in conflict with any relevant laws, regulations, rules, directives or guidelines as prescribed by the SGX-ST, MAS, the Companies Act, the Property Fund Appendix and/or SFA or any part thereof (collectively “Relevant Regulations”), the Relevant Regulations shall prevail to the extent of such inconsistency or conflict

Maintenance of the Policy and Procedures

The Document Owner shall be responsible for ensuring the maintenance, regular review and updating of the policy and procedures. The policy and procedures shall be reviewed and updated at least once a year or when there are any material changes. Revisions and amendments to thepolicy and procedures can only be implemented with the approval of the CEO and the management of NTT DC REIT Manager.