Whistleblowing Policy

Like any organisation, the Group can get things wrong. It wants to hear when it does, and it protects those who tell it.

Public Interest Disclosure pursuant to the Public Interest Disclosure Act 1998 and the Employment Rights Act 1996, Part IVA

1. Policy Statement

The NeoBankers Group Limited (the "Company") is committed to maintaining the highest standards of integrity, transparency, and accountability in all its activities. The Company encourages any person who has genuine concerns about suspected wrongdoing to report those concerns without fear of retaliation. This policy provides a safe, confidential, and accessible framework for the making of such reports.

2. Legal Framework

This policy is informed by:

• The Public Interest Disclosure Act 1998 ("PIDA"), which amended the Employment Rights Act 1996 ("ERA") by inserting Part IVA (Protected Disclosures) and section 103A (unfair dismissal for making a protected disclosure).
• The Public Interest Disclosure (Prescribed Persons) Order 2014 (SI 2014/2418).
• Guidance issued by the Department for Business and Trade on whistleblowing procedures.

3. Scope

This policy applies to all directors, officers, employees, consultants, contractors, agency workers, interns, and any other person who performs work for or on behalf of the Company or any member of the Group. It also applies to external parties, including partners, counterparties, service providers, and members of the public, who wish to report concerns in good faith.

4. Qualifying Disclosures

A qualifying disclosure is a disclosure of information which, in the reasonable belief of the person making it, is made in the public interest and tends to show that one or more of the following has occurred, is occurring, or is likely to occur:

• A criminal offence, including fraud, bribery, corruption, money laundering, or terrorist financing.
• A failure to comply with any legal or regulatory obligation to which the Company or any member of the Group is subject.
• A miscarriage of justice.
• A danger to the health or safety of any individual.
• Damage to the environment.
• The deliberate concealment of information relating to any of the above matters.

5. How to Report

On request, the Group will arrange a meeting with the person reporting, in person or by video, within seven days.

Concerns may be reported confidentially to:

Email: the Regulatory and compliance form
Post: Compliance Officer (Confidential), The NeoBankers Group Limited, 167-169 Great Portland Street, 5th Floor, London W1W 5PF, United Kingdom.

Reports should include as much detail as practicable, including: (a) the nature of the concern; (b) the identity of the persons involved, where known; (c) the date or dates on which the relevant events occurred or were observed; (d) the location of the relevant events; and (e) any supporting evidence or documentation available to the reporting person.

You are protected if you reasonably believe that what you report is true and in the public interest, even if it later turns out to be mistaken. Reports may be made anonymously. However, the Company encourages individuals to identify themselves where possible, as anonymous reports are inherently more difficult to investigate and may limit the protections available to the reporting person.

6. Confidentiality

The Company will treat all disclosures in the strictest confidence to the fullest extent permitted by law. The identity of the reporting person will not be disclosed without their express consent, unless disclosure is required by law, by order of a court or tribunal, or is strictly necessary for the effective conduct of the investigation. All persons involved in the investigation are required to maintain confidentiality.

7. Protection from Retaliation

The Company will not tolerate any form of retaliation, detriment, victimisation, harassment, or disciplinary action against any person who makes a qualifying disclosure in good faith. Workers who make a protected disclosure are protected from unfair dismissal under section 103A of the Employment Rights Act 1996. Any person who subjects a whistleblower to detriment will be subject to disciplinary proceedings, which may include summary dismissal, and may incur personal liability at law.

8. Investigation

Reports are handled with security, confidentiality, proportionality and objectivity, respecting the rights of everyone involved. The Group asks only that a report is made in good faith.

All reports received under this policy will be assessed promptly by the Compliance Officer. Where the report raises a matter that warrants investigation, the Company will conduct a thorough and impartial investigation, which may include interviews with relevant persons, review of documentation, and, where appropriate, engagement of external advisers or forensic specialists. The Company will provide feedback to the reporting person on the outcome of the investigation within a reasonable timeframe, subject to the requirements of confidentiality, legal privilege, and any ongoing investigation or legal proceedings.

9. External Reporting

Nothing in this policy prevents any person from making a disclosure to a prescribed person or body under the Public Interest Disclosure (Prescribed Persons) Order 2014 (SI 2014/2418). In the context of financial services and financial crime, relevant prescribed persons include:

• The Financial Conduct Authority (FCA).
• The Serious Fraud Office (SFO).
• The National Crime Agency (NCA).
• HM Revenue & Customs (HMRC).

The Company respects the right of any person to make a disclosure to a prescribed person and will not treat such disclosure as a breach of confidence or of any contractual obligation, including any Non-Disclosure Agreement.

10. Record-Keeping

The Company maintains a confidential register of all reports received under this policy, including the date of receipt, nature of the concern, actions taken during the investigation, and the final outcome. This register is reviewed by the Board on a periodic basis and is retained in accordance with the Company's data retention policy and applicable law.

11. Review

This policy is reviewed and, where necessary, updated on an annual basis by the Board. The next scheduled review is April 2027.

12. Governing Law

This policy is governed by the laws of England and Wales.