Midwestern Oil & Gas Company Limited (“Midwestern” or “the Company”) is committed to the highest standards of business ethics, transparency and accountability. For this reason, this Whistle-blowing Policy (“Policy”) provides a platform for the reporting of fraud, unethical and illegal behaviour, and breaches of Midwestern’s values in the conduct of the Company’s business.

The objectives of this Policy are:

• To provide avenues for stakeholders to confidentially and anonymously make reports of fraud, unethical and illegal behaviour and breaches of Midwestern’s values.
• To enable early reporting to Management and the Board of Directors (‘’Board’’) about acts of fraud, unethical and illegal behaviour and breaches of Midwestern’s values.
• To reassure Whistle-blowers that they will be protected from punishment or unfair treatment for disclosing genuine concerns in accordance with the procedures defined herein.
• To help develop a culture of openness, accountability and integrity.
• To serve as a means of communicating to stakeholders the reporting avenues available to them.

This Policy governs the reporting and investigation of fraud, unethical and illegal behavior and breaches of Midwestern’s values within Midwestern’s operations and the protection offered to Whistle-blowers. This Policy does not apply to or change the Company’s policies and procedures for individual employee grievances or complaints relating to job performance, terms and conditions of employment which will continue to be administered by Midwestern’s Human Resources Department.

This Policy is applicable to stakeholders of Midwestern including all employees, prospective employees, customers, vendors, contractors, consultants, creditors, service providers, agents, third party personnel, shareholders, directors and other stakeholders of Midwestern.

This Policy is applicable to stakeholders of Midwestern including all employees, prospective employees, customers, vendors, contractors, consultants, creditors, service providers, agents, third party personnel, shareholders, directors and other stakeholders of Midwestern.

6.1) This Policy should be made known to employees, stakeholders such as contractors, customers, service providers, creditors, and shareholders. The Board Finance & Strategy Committee has responsibility for the establishment of this Policy and the mechanism for reporting any fraud, unethical and illegal behaviour and breaches of Midwestern’s values. The Board Finance & Strategy Committee is also responsible for ensuring that this Policy is effectively enforced. While the Board Finance & Strategy Committee may delegate the execution of this Policy to the Head, Assurance and Strategy (‘’HAS’’), the responsibility for the Policy will remain with the Board Finance & Strategy Committee.

6.2) The Board Finance & Strategy Committee should reaffirm continually its support for and commitment to the whistle-blowing mechanism.

6.3) The Head, Human Resources in conjunction with the Head, Assurance and Strategy is responsible for ensuring that new hires of Midwestern and existing employees are aware of the provisions of this Policy. This may be communicated via induction programs, periodic emails, awareness sessions, intranet postings, posters in strategic places among others.

6.4) Heads of departments dealing with personnel who are not employees of Midwestern such as contractors, vendors etc. should ensure that the content of this Policy is communicated to such personnel. This may be communicated via the inclusion of extracts of the provisions of this Policy in contracts/agreements, organizing awareness sessions, display of the Policy on Midwestern’s website among others.

6.5) This Policy is subject to review by the HAS every two (2) years and/or where there is a change in any regulation which affects the contents of this Policy. Such amendment(s) will subsequently be approved by the Board Finance & Strategy Committee before they become effective.

7.1)  A Whistle-blower is encouraged to report genuine concerns without malice or consideration of personal benefit where the Whistle-blower has a reasonable basis to believe that the report is true and factual.

7.2) Whistle-blowers will not be subject to any detriment by reason of reports made. Whistle-blowers who report any form of suspected or actual fraud, unethical and illegal behaviour and breaches of Midwestern’s values in compliance with this Policy will be protected against any act(s) of retaliation.

7.3) Any Whistle-blower who suffers any detriment by reason of reports made will be adequately compensated.

7.4) Midwestern will designate a relevant committee to ascertain if a Whistle-blower has suffered any detriment from making a report. The committee will also be responsible for determining the appropriate compensation for such Whistle-blower.

7.5) For the purpose of this Policy, the word “detriment” includes dismissal, termination, demotion, retirement, redundancy, undue influence, duress, withholding of benefits and/or entitlements and any other act that has a negative impact on the Whistle-blower.

7.6) Midwestern shall treat all reports arising from whistle-blowing in a confidential manner. The identity of the Whistle-blower shall be kept confidential. Reports are allowed to be made anonymously and every attempt is made to protect the identity of the Whistle-blower where this information is offered.

8.1) The Company prohibits discrimination, harassment or retaliation against any employee, customer, vendor, contractor, consultant, creditor, service provider, agent, third party personnel, shareholder, director and other stakeholders of Midwestern who provides information or otherwise assists in an investigation or proceeding regarding any conduct within the scope of this Policy (see Appendix I).

8.2) Any employee, customer, vendor, contractor, consultant, creditor, service provider, agent, third party personnel, shareholder, director and other stakeholders of Midwestern who legitimately and in good faith, believes that he/she has been the subject of discrimination, harassment and/or retaliation for disclosing a violation or assisting with an investigation into a reported violation should immediately report to the Head, Assurance and Strategy or alternatively through the Whistleblowing channels.

8.3) Any employee or third party personnel of Midwestern who retaliates against a person who has reported a violation in good faith will be subject to discipline in line with the Company’s Disciplinary Policy.

9.1 ) Stakeholders should report fraud, unethical and illegal behaviour and breaches of Midwestern’s values as soon as such incidents are detected to enable Management to take immediate actions on responding to incidents noted.

9.2) Employees and stakeholders may report fraud, unethical and illegal behaviour and breaches of Midwestern’s values via the internal reporting channels within Midwestern such as reporting to the Line Managers, Head of Departments, Head, Assurance and Strategy (“HAS”) as well as reporting via the external whistle-blowing channel.

9.3)  In order to promote anonymity of Whistle-blowers, the Company has provided an external whistle-blowing mechanism which includes a dedicated e-mail address, hotlines and a web link through which reports can be made. The external whistle-blowing mechanism is managed by KPMG, an independent service provider. Please refer to appendix 2 for details of the independent ethics line.

9.4) For whistle-blowers reporting via the telephone numbers and email of the independent ethics line, a reference number is provided to all whistle-blowers which can be utilized in making a follow-up call or seeking feedback on complaints made.

9.5) Reports made to the independent ethics line are communicated confidentially and anonymously to the appropriate recipients within Midwestern. The independent ethics line will always send concerns/complaints reported to at least two (2) recipients and will ensure that these recipients are independent of the allegations.

9.6) The independent ethics line will not divulge the identity of the whistle-blower to Midwestern except the whistle-blower agrees to the independent ethics line disclosing his/her identity to Midwestern.

10.1)  Reports shall be made in writing or in person or by telephone. The whistle-blower shall set out the background and history of the report, providing names, dates, parties involved and places where possible, and the reason why he/she is particularly concerned about the situation. Lack of complete information about an incident should however not discourage potential Whistle-blowers from speaking out.

10.2) Reports made to the independent ethics line shall be forwarded to the appropriate Management level personnel of Midwestern or selected members of the Board Finance & Strategy Committee (where applicable) within 24 hours of receipt or as soon as possible in accordance with the predefined format for reporting. See appendix 3 for the list of recipients.

10.3) Where a report has been made, the HAS or recipients of the reports will be responsible for reviewing all reported cases and determining an appropriate investigation plan with the MD/CEO or selected members of the Board Finance & Strategy Committee (where applicable).

10.4) The HAS is authorized to receive and investigate reports and acts under the authority of the Board Finance & Strategy Committee. The HAS will not be responsible for investigating reports made where such reports implicate the HAS. In such instances, the Managing Director will be responsible for determining the appropriate resources to perform such an investigation.

10.5) Any report received by a Company Officer, Director or employee from any internal or external source should be forwarded immediately to the HAS. Where a report implicates the HAS, such reports should be forwarded immediately to the Managing Director. Similarly, where a report implicates the Managing Director, such reports should be forwarded immediately to members of the Board Finance

• Strategy Committee. Where a report implicates any member of the Board of Directors, such reports should be forwarded immediately to the Chairman of the Board of Directors and at least, one Non-Executive Director (who is not implicated in the report). Where a report implicates the Chairman of the Board of Directors, such reports should be forwarded to all members of the Board of Directors excluding the Chairman.

10.6) Promptly upon receipt, the HAS will acknowledge receipt of the reported violation and make a report of all reported violations, details of the report will be entered into a “Whistle-blower’s Report Form”.

The details to be entered include:

10.6.1- The nature of the report (including any specific allegations made);

10.6.2- The persons involved;

10.6.3- The date of receipt of the report;

10.6.4- Current status of any investigation into the report; and

10.6.5- Final resolution of the report.

10.7- Where a reported violation is already being investigated internally, such internal investigation will be paused and the case handed over to the HAS for investigation.

10.8- The HAS will provide the Board Finance & Strategy Committee on a quarterly basis with a summary of all reported cases, cases investigated, the process of investigations and the results of the investigation.

10.9- The MD/CEO may in his discretion, consult with any member of Midwestern’s Management team who may have appropriate expertise to assist in the evaluation of a report.

10.10- The Board Finance & Strategy Committee may in its discretion decide to assume the investigation of a report. In such instances, the Board Finance & Strategy Committee will promptly determine what professional assistance if any, it requires to conduct the investigation.

10.11- Certain investigations may be outsourced where it is perceived that a conflict of interest exists in performing the investigations internally or if it is more appropriate to outsource because of the position of the personnel involved in the allegations made.

10.12- Reported violations which fall within the scope of specific procedures of Midwestern will be referred for consideration under those procedures.

10.13- Subsequent to the conduct of an investigation where an employee or Director is found to be culpable, such personnel will be subject to disciplinary actions including suspension, dismissal, termination, criminal prosecution in line with Midwestern’s Disciplinary Procedures and Sanctions Grid. A Disciplinary Committee will be responsible for determining if sanctions meted to culpable personnel are in line with the Sanctions Grid.

The HAS will retain on a strictly confidential basis for a period of at least six (6) years, all records relating to whistle-blowing reports through to investigation and final reporting.

1. Any activity of bribery and corruption in violation of any relevant laws
2. Purchase of inferior goods
3. Purchase of goods at inflated prices
4. Forgery (use of fake certificates, false declaration of age, submission of counterfeit documents etc.)
5. Leakage of confidential data
6. Stealing/theft of assets
7. Misuse of Company’s assets and property
8. Fictitious reporting of events (including non-financial events)
9. Failure to comply with legal, statutory and/or regulatory requirements
10. Any conduct capable of damaging Midwestern’s reputation
11. Override of controls
12. Conflicts of interest
13. Collusion with suppliers and customers
14. Unauthorized disclosure of confidential information
15. Abuse of authority/office
16. Health and safety risks including risks to employees in the workplace and the public
17. Sexual harassment, bullying or physical abuse
18. Concealment of any malpractice, fraud, unethical and Illegal behaviour and breaches of Midwestern’s values
19. Commission of any of the aforementioned offences by Midwestern’s officers/staff
20. Other breaches of Midwestern’s code of business principles or code of conduct

Please note that this list is not exhaustive.