INTRODUCTION

We at Digital Connexion believe that best practice governance, controls and compliance are essential for maximizing shareholder value. In order to achieve this, we must act with integrity and honesty in everything we do thereby helping customers to have confidence when entrusting their business to the Company. We are therefore committed to high moral and ethical standards in all our business activities. As employees and representatives of Digital Connexion, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.

OBJECTIVE

The objective of this policy is:

• To provide an opportunity and framework for employees to report inappropriate behaviors or practices
• To have a process that provides assurance against recrimination if and/or when such reports are fairly made
• To make it clear Digital Connexion views breaches of security, confidentiality and regulations as very serious issues.

SCOPE

This Whistle Blower Policy applies to all directors, officers, and employees across the organization.

POLICY

Every employee is responsible for reporting any conduct within the Company that the employee reasonably believes might:

• Be in breach of applicable law or governmental regulation
• Otherwise , constitutes unlawful behaviour (including behaviour that might constitute fraud or breach of data security or financial or regulatory reporting)
• Constitute a breach of applicable internal policy, including, for example, a breach of confidentiality
• Be detrimental to the name, brand and reputation of the company or any of its employees.

If an employee is aware of a violation and does not report it, he/she may be held equally culpable as the guilty party and may face disciplinary action leading to termination.

Whistleblower

A person or entity making a protected disclosure is commonly referred to as a whistleblower. Whistleblowers may be employees, applicants for employment, vendors, contractors or the general public. The whistleblower’s role is a reporting party. They are not investigators or finders of fact, nor do they determine the appropriate corrective or remedial action that may be warranted.

Procedures for Making Complaints

In the first instance, an employee should speak to their reporting manager about their concerns and explain the reason for their concerns. A meeting with the employee’s reporting Manager to discuss the concern more fully should normally be held within 48 hours, although this will depend upon the seriousness of the concern.

Any employee who is uncomfortable making a report to his or her direct Reporting Manager or supervisor should raise their concerns with either

• Their Manager’s Manager; or
• Chief Human Resources Officer, or
• The person to whom the report is made will investigate and make a preliminary assessment of the issue reported ascertaining whether there is cause for concern. In all cases, a full report of the case must be submitted to the HR office which should retain a record of all such reports
• The HR office will work with the business to ascertain any remedial action that needs to be taken as a result of the investigation. If the matter raised, concerns fraud or potential fraud, or is deemed material in the context of the business, or is not being adequately addressed by business management, then a report will be submitted to the CEO and the Audit Committee.
• In some instances, e.g., to preserve continued independence, it may be appropriate for the HR to refer the investigations to the internal auditors
• Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
• Any violations in accordance with this policy, as well as breaches of this policy, may result in disciplinary action leading to termination.

No Retaliation

No Employee who in good faith reports a violation shall suffer harassment, retaliation or adverse employment consequences. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Whistleblower policy is intended to encourage and enable employees and others to raise serious concerns within Company rather than seeking resolution outside the company.

Acting in Good Faith

Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Retention of Records

All records relating to any accounting allegation, Legal allegation, report of a retaliatory act or the investigation of any such Report shall be retained for a period of five years.

Requesting Guidance and Reporting Concerns

As a Digital Connexion employee, you are responsible for reporting actual or suspected violations of the CoC and for seeking clarification and guidance on ethics, compliance, and legal issues. All Employees, Directors, members, or other stakeholders associated with the Company may report an actual or suspected ethical violation, or seek guidance, through the following Ethicsline reporting channels:

Ethicsline is operated by an independent external third-party specialist service provider “Integrity Matters”. Employees who contact Ethicsline will be assigned a unique report key that they may use to check on the status of reports and inquiries. When using the Ethicsline you will have a choice to remain anonymous. It is vitally important for you to keep your report number in a safe place so you can follow up on your concern or question. The report number, if lost, cannot be retrieved. We may have follow-up questions about your concern, and you can assist with the investigation by calling or logging back into the web reporting site to provide additional details. We request you to provide as much information as possible. Without all of the facts and complete information, it may be difficult for us to get to the bottom of your concerns or questions.