1.1. Kentucky Fried Chicken Pty Ltd and KFC ADCO Ltd(collectively theCompany) are committed to ensuring integrity and honesty in their business practices, and recognises the important role that individuals can play to ensure this by disclosing any suspicious conduct that could occur.

1.2. This policy applies to individuals who make disclosures about suspected wrongdoing, who may also be described as ‘whistleblowers’ or ‘disclosers’, and can include employees as well as other individuals with a connection to the Company such as contractors, suppliers, brokers and auditors or a relative or dependent of these individuals or their spouse.

1.3. The Company supports individuals who choose to speak up about suspected wrongdoing within the Company, and this policy provides information about the protections that exist for these individuals so they can make these disclosures safely, and securely with the knowledge that they will be protected and supported by the Company to do so.

1.4. In particular, this policy aims to ensure that:

(a) individuals who disclose wrongdoing can do so safely, securely, and with confidence that they will be protected and supported;

(b) disclosures are dealt with appropriately and on a timely basis; and

(c) the Company’s procedures around receiving, handling and investigating disclosures are transparent.

1.5. By encouraging individuals to report suspected wrongdoing, we can ensure that the Company maintains its high standards of accountability and integrity, and its reputation in the community. Importantly, this also ensures compliance with the Company’s legal and regulatory obligations.

1.6. This policy will be made available on the Company’s intranet, Standards library and website. This policy applies to the Company, its Directors and employees.

1.7. The People CapabilityDirector, Human Resources will have overall responsibility for this policy and for its review annually. Line Managers will have implementation responsibilities.

2.1.A person is protected under this policy if:

(a) they are an eligible whistleblower(see section 3); and

(b) they have made a disclosure in relation to a discloseable matter(see section 4); and

(c) they have made that disclosure to an eligible recipient or other prescribed person or entity (see section 5); or

(d) they have made a “public interest disclosure” (see paragraphs 7.8to 7.10) or an “emergency disclosure (see paragraphs 7.11to 7.13).

3.1. The protections and procedures outlined in this Policy apply to all officers (such as directors), volunteers, auditors and employees of the Company, whether current or former.

3.2. The protections under this Policy also apply to any contractor, consultant, supplier, service provider, franchisee or licensee of the Company, whether current or former, and their employees or subcontractors.

3.3. The protections in this Policy also extend to the relatives, spouses of dependents of any of those persons.

3.4. These persons are called eligible whistleblowers.

4.1. In order for the protections under this policy to apply, the eligible whistleblower must make a disclosure which relates to a disclosable matter. If the disclosure does not relate to a disclosable matter, it may not be protected by this policy or by whistleblower protection laws.

4.2. However, a person who makes a disclosure about a disclosable matter will still be an eligible whistleblower even if their suspicions turn out to be incorrect.

4.3. The following matters are disclosable matters where the discloser has reasonable grounds to suspect that:

(a) the information concerns misconduct, or an improper state of affairs or circumstances in relation to the Company or any related body corporate;

(b) the information indicates that the Company (or one of the Directors or employees of the Company) has engaged in conduct that breaches, or is an offence against:

(i) the Corporations Act 2001;

(ii) the ASIC Act

(iii) the Banking Act 1959;

(iv) the Financial Sector (Collection of Data) Act 2001;

(v) the Insurance Act 1973;

(vi) the Life Insurance Act 1995;

(vii) the National Consumer Credit Protection Act 2009;

(viii) the Superannuation Industry (Supervision) Act 1993;

(ix) an instrument of one of the above pieces of legislation;

(x) any Commonwealth law that is punishable by imprisonment for a period of 12 months or more;

(c) the information indicates the Company (or one of the Directors or employees of the Company) has engaged in conduct that represents a danger to the public or financial system.

4.4. Examples of disclosures that will be protected include a disclosure of information about:

(a) fraud, money laundering, or misappropriation of funds;

(b) financial irregularities;

(c) breach of legal or regulatory requirements;

(d) offering or accepting a bribe; or

(e) illegal conduct, like theft, or violence.

4.5. A disclosable matter is not limited to conduct that is in breach of a particular law; the expression “improper state of affairs” is deliberately broad in order to accommodate this. It can include, for example, unethical behaviours or practices, such as the fraudulent alteration of regulatory records.

Excluded matters

4.6. The protections in this policy do not apply to a disclosure of information that is solely a personal work-related grievance and does not concern a detriment, or a threat of detriment, to the disclosing individual because of their disclosure. However, such a disclosure may be protected under other policies and legislation.

4.7. A personal work-related grievance is generally a grievance relating to an individual’s current or former employment or engagement that has implications for that person personally, and that do not have broader implications for the Company.

4.8. For example, an interpersonal conflict between employees, or a decision relating to employment, such as a promotion, or disciplinary action, will generally be a personal work-related grievance.

4.9. However, a personal work-related grievance may still qualify for protection under this policy if:

(a) it includes or is accompanied by information about a disclosable matter; or

(b) the Company breached employment laws punishable by 12 months’ imprisonment or more, engaged in conduct that represents a danger to the public, or the disclosure relates to information which suggests misconduct beyond the discloser’s personal circumstances;

(c) the discloser is threatened with or suffers from detriment for making a disclosure; or

(d) the discloser seeks legal advice or legal representation about whistleblower protections laws.

5.1. In order to qualify for the protections afforded by this policy and/or legislation, an eligible whistleblower must disclose the information about the discloseable matter to:

(a) the Australian Securities and Investments Commission (ASIC);

(b) the Australian Prudential Regulatory Authority (APRA);

(c) a Commonwealth regulatory body prescribed by regulation (including the Australian Tax Office);

(d) a legal practitioner for the purposes of obtaining representation or advice with respect to whistleblower protections; or

(e) an eligible recipient.

5.2. An eligible recipient is:

(a) a Director or senior executive of the Company (such as the CEO or Managing Director) or a related body corporate;

(b) an auditor or part of the team conducting an audit of the Company;

(c) an actuary of the Company; or

(d) any individual designated as a Whistleblower Protection Officer or Whistleblower Investigation Officer in the Appendix to this Policy.

5.3. The Company may authorise a person who is external to the Company to be a Whistleblower Protection Officer for the purposes of receiving disclosures.

What is the role of the Whistleblower Protection Officer?

5.4. You will have access to the assistance of a Whistleblower Protection Officer as designated in the Appendix to this Policy. The Whistleblower Protection Officer’s role is to:

(a) seek to protect you from detrimental conduct;

(b) assist you in maintaining your wellbeing;

(c) maintain your confidentiality, where relevant, including as required by law;

(d) review and consider any complaints of detrimental conduct or any concern that your disclosure has not been dealt with in accordance with this Policy; and

(e) escalate any matter the Whistleblower Protection Officer considers appropriate.

What is the role of a Whistleblower Investigation Officer?

5.5. A Whistleblower Investigation Officer is an employee of the Company designated in the Appendix to this Policy as being responsible for any investigation conducted pursuant to a protected disclosure, or any detrimental conduct that occurs in relation a protected disclosure.

What if a disclosure is made to the wrong person?

5.6. Disclosures are only eligible for protection under legislation if they are made to an eligible recipient as described in this Policy.

5.7. If you make a disclosure of a discloseable matter to someone other than an eligible recipient, the person receiving that disclosure must:

(a) advise you to make the disclosure to an eligible recipient;

(b) provide you with a copy of this policy;

(c) keep your identity confidential in accordance with section 6 of this Policy; and

(d) inform a Whistleblower Protection Officer that the disclosure has occurred, but not provide the details of that disclosure or your identity, and confirm that they have complied with these provisions.