Al Seer Marine Supplies and Equipment Company P.J.S.C and its subsidiaries (collectively referred to as ‘the Company’) is committed to maintaining the highest standards of ethical, moral and legal conduct of business operations, as well as compliance with all applicable laws and regulations. The Whistleblowing Policy (‘the Policy’) will be in addition to the Company’s Code of Conduct and Ethics Policy that covers the actions of its employees. It provides a mechanism for all Stakeholders, including directors and employees, to report their genuine concerns regarding actual or potential violations to the Company’s Code of Conduct and Ethics Policy or any other “corrupt or illegal conduct”. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Whistle Blower Committee.

This Policy is applicable to all levels in the organization which include all staff (Direct employees, contract or temporary), contractors, consultants, customers, directors, vendors, suppliers, agents deployed to the Company and any other person associated with the Company (collectively referred to as ‘Stakeholders’).

The Policy is to provide a channel to report any matter which in the reasonable and genuinely held belief of a Whistleblower, represents malpractice, is illegal, unethical, irregular or criminal, contrary to the policies of Company or in some other manner not right or proper.

Examples would include:

i. Violation of any applicable law, rule or regulation that relates to corporate reporting and disclosure.
ii. Deliberate occurrence of illegal, unethical or inappropriate events (behaviors or practices), irregularities, misconduct, fraud, bribery, leak of unpublished price sensitive information or alleged violation of insider trading laws, etc.
iii. Violation of Company’s Code of Conduct and Ethics Policy,
iv. Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company.
v. fraud or deliberate error in the recording and maintenance of the Company’s financial records.
vi. Deficiencies in or noncompliance with the Company’s internal policies and controls.
vii. Misrepresentation or a false statement by or to any employee of Company respecting a matter contained in the financial records, reports or audit reports.
viii. The deliberate concealment of any of the above matters.

This Policy is not to report any grievance between employee and employer (Example: personal grievance or any form of employment disputes, sexual harassment, etc.) for which one should use the already established channel through Human Resource department.

a) “Whistleblower” is any Stakeholder who raises, reports, informs or discloses a concern of any wrongdoing, unethical/illegal activity or conduct, whether actual, suspected or anticipated, that may constitute a breach of the applicable laws or the Company’s Code of Conduct and Ethics Policy or the policies thereunder.

b) “Whistle Blower Committee” means the committee constituted by the Board of Directors of the Company by way of a board resolution to deal with Protected Disclosures raised as per the Whistle Blowing Policy.

c) “Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may evidence illegal or unethical behavior, actual or suspected fraud or violation of laws or the Company's policies or any improper activity. A Protected Disclosure can be made with respect to any of the matters stated under this Policy.

The Audit Committee has been designated as a Whistle Blower Committee of Al Seer Marine which is constituted by the Board of Directors.

The Committee is formed to receive, review, investigate and redress the concerns raised through the dedicated reporting channels as mentioned in this Policy.

The Committee shall investigate the Protected Disclosure in accordance with the applicable law, the Code of Conduct and Ethics Policy as well as other policies of the Company.

The Investigating officer assigned by HR Manager will acknowledge the receipt of the Disclosure Form (If contact details are provided) and support the Committee by providing necessary information and ensure fair and timely closure of the Protected Disclosure.

Code of Conduct and Ethics Policy (ASM-QP-03K)

While there is no specific method through which a Whistleblower should make a Protected Disclosure, the Whistleblower can make a Protected Disclosure by any of the following channels of reporting

1. Any senior leaders of the Company including the CEO, Deputy CEO, HR Manager or the Ethics Officer.

2. Whistle Blower Committee email: whistleblowing@alseermarine.com

It is recommended that the Whistleblower uses the disclosure form (ASM-FM-03N-01) while making the disclosure. The Company encourages everyone to provide their details to any disclosure they make. Concerns expressed anonymously are less powerful and may be less easy to investigate, however they will be considered and reviewed by the Whistle Blower Committee. A Whistleblower should report a reasonable suspicion of any activity which includes anything unethical, fraud, corruption, illegal or any form of malpractice as stated in the Policy.

The investigation shall be completed normally within 90 calendar days of receipt of the Protected Disclosure, subject to receipt of sufficient information to carry out the investigation and except in cases which are highly complex and require external investigation.

The Whistleblower is expected to participate as and when required in an investigation.

The Company reserves the right to disqualify Protected Disclosures from investigation in the following circumstances:

a) If Protected Disclosures are received pertaining to salary, performance reviews, or any other HR related issues.

b) If Protected Disclosures do not violate the Code of Conduct and Ethics Policy.

c) If Protected Disclosures are made without basic mandatory details as follows.

• Name, designation and location of the person who is in violation of the Code of Conduct and Ethics Policy.

• Detailed description of the incident

• Location, time and duration of the incident

• Specific evidence in relation to the incident

a) A preliminary review will be performed by the Whistle Blower Committee for all Protected Disclosure(s) reported under this Policy. Based on the findings of the preliminary review, a decision will be made for a thorough investigation by the Whistle Blower Committee.

b) All investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.

c) The Chairman of the Whistle Blower Committee may consider appointing an external agency for investigation of a Protected Disclosure.

d) In case of a conflict-of-interest vis a vis a member of the Whistle Blower Committee, the Whistle Blower Committee may by majority vote, decide to exclude the conflicted member.

e) The Whistle Blower Committee’s decision to conduct a thorough investigation should not by itself be considered as an accusation and should be treated as a neutral fact-finding exercise.

f) The person against whom a Protected Disclosure has been made should co-operate with the Whistle Blower Committee or any of the investigators during the investigation.

g) The person against whom the Protected Disclosure has been made, has a responsibility not to interfere with the investigation or to tamper or withhold any evidence. Witnesses shall not be coerced, coached, threatened under any circumstances.

h) No representative of the Whistleblower, or the person against whom the complaint has been made, whether legal or otherwise would be permitted to attend the investigation. No allegation of wrongdoing shall be considered as maintainable unless there is good evidence in support of the allegation.

i) The person against whom the Protected Disclosure has been made as well as the Whistleblower will be informed about the outcome of the investigation if the allegation is proven.

If an investigation leads the Whistle Blower Committee to conclude that an illegal or unethical behavior, fraud or violation of the Company's Code of Conduct and Ethics Policy has occurred or any fraudulent or improper activity has taken place or has been committed, the Whistle Blower Committee shall in conjunction with the CEO of the Company agree on the disciplinary or corrective action that needs to be taken.

A report with the number of Protected Disclosures received and the actions taken with respect to those Protected Disclosures shall be placed before the Management Committee on a quarterly basis. The Management Committee in turn shall consolidate and disclose such a report to the Audit Committee on an annual basis.

No unfair treatment would be meted out to a Whistleblower by virtue of their having reported a Protected Disclosure under this Policy. The identity of the Whistleblower shall be kept confidential unless otherwise required by law, in which case the Whistleblower(s) will be informed accordingly.

The Company shall assure confidentiality as well as ensure that no reprisal or recriminatory actions are taken against the Whistleblower.

The Whistleblower and everyone involved in the investigation shall: .

i. Maintain complete confidentiality/ secrecy of the Protected Disclosure. .

ii. Not discuss the Protected Disclosure and the investigation thereof in any informal, social gathering, meetings..

iii. Not leave unattended any papers and/or electronic mails/files pertaining to the Protected Disclosure or investigation. .

The Whistle Blower Committee:

i. will treat all Protected Disclosures in a confidential and sensitive manner. .

ii. will not disclose the identity and existence of the Whistleblower without his/her consent in writing, unless required by applicable laws and shall maintain the same throughout the process of investigation, inquiry and examination..

Any Whistleblower is expected to read and understand this Policy. It is recommended that any Stakeholder that wishes to submit a Protected Disclosure, must do so after gathering adequate facts/data to substantiate the genuine concerns stated in the Protected Disclosure and not merely base the same on hearsay or rumor.

However, if a Protected Disclosure, after an investigation proves to be false, frivolous, fictitious, malicious, vexatious; or made with an ulterior intent; or made with a motive of defamation the Company or made for the purpose of malicious prosecution; or if the Whistleblower fails to furnish the complete information available with or accessible by him in relation to the alleged violation; then the Committee reserves the right to recommend suitable disciplinary action against the concerned Whistleblower.