Reporting and Whistleblower Protection Policy

Delegatus Legal Services Inc. (“Delegatus“) requires its directors, officers, employees and contractors (each, a “Collective Member“) to observe high standards of professional and personal ethics in the performance of their duties, responsibilities and profession. As employees, contractors and representatives of Delegatus, Collective Members must demonstrate honesty and integrity in the exercise of their responsibilities and/or profession and comply with all applicable laws and regulations.

The purpose of this Reporting and Whistleblower Policy (the “Policy“) is to:

• encourage and enable any person to raise concerns about suspected illegal or unethical behavior or practices (including those contrary to the Code of Ethics adopted by Delegatus), or violations of Delegatus policies, on a confidential and, if desired, anonymous basis;
• protect whistleblowers from retaliation for reporting their concerns; and
• establish policies and procedures to enable Delegatus to receive and investigate reported concerns and to address and correct inappropriate behaviour and actions.

Responsibility for Reporting

Reporting Responsibility

Each Collective Member has a responsibility to report in good faith any concerns regarding actual or suspected violations of Delegatus’ policies or any federal, provincial, territorial or local laws or regulations governing Delegatus’ operations (each, a “Concern“). Reportable matters under this Policy include, but are not limited to, financial irregularities, accounting or auditing matters, ethics violations, and similar illegal or improper practices, such as:

• fraud;
• theft;
• embezzlement;
• corruption or bribery;
• misuse of Delegatus assets; and
• undisclosed conflicts of interest.

Obligation to act in good faith

Any person reporting a Concern must act in good faith and have reasonable grounds to believe that the information disclosed indicates a violation of applicable law or ethical standards. Any unfounded allegation found to have been made maliciously, recklessly or knowingly will be considered a serious offence and may result in disciplinary action and/or warnings up to and including termination for cause (serious reason) of the Collective Member’s employment or contract with Delegatus.

No reprisals

No Retaliation

Delegatus is committed to protecting anyone who reports a Concern in good faith from any form of retaliation. No Collective Member acting in good faith shall be subject to harassment, retaliation or, in the case of an employee, adverse employment consequences, or in the case of a contractor, adverse consequences to his or her contractual relationship with Delegatus, as a result of reporting a Concern or participating in an investigation of a Concern, regardless of whether or not the allegations are substantiated after investigation.

Mandatory disclosure

No person shall be liable or subject to retaliation for disclosing a trade secret, if the disclosure was made :

• in confidence to a federal, provincial, territorial or local government official or lawyer for the sole purpose of reporting or investigating a problem; or
• in a complaint or any other document filed as part of a lawsuit or other proceeding.

Consequences of retaliation

Any Collective Member who retaliates against a person who has, in good faith, reported or participated in an investigation of a Concern, will be subject to disciplinary action and/or warnings up to and including termination for cause (serious reason) of employment or contract with Delegatus.

Reporting Retaliation

Any person who believes that a Collective Member has been subjected to harassment, retaliation or adverse consequences to his or her employment or contractual relationship with Delegatus because of a good faith report or participation in an investigation of a Concern should contact the Compliance Officer, whose contact information is set forth in section Reporting concerns.

Confidentiality

Delegatus encourages anyone reporting a Concern to identify themselves to facilitate the investigation. However, Concerns may be submitted confidentially or anonymously. Delegatus will assess the potential risks to the stakeholders involved in the reported Concern, will take reasonable steps to protect the identity of the Collective Member making the report and will preserve the confidentiality of reports to the extent possible, while considering the need to conduct an adequate investigation.

Reporting procedures

Prompt reporting

All Concerns must be reported as soon as possible, in accordance with this Policy

Reporting Concerns

Concerns should be reported to the person occupying the position of Chief Operating Officer of Delegatus (the “Compliance Officer“). When reporting Concerns, all persons must describe in detail the specific facts that justify their report. The report may be sent to the Compliance Officer by e-mail to [email protected] or by letter to the following address, marked “CONFIDENTIAL – DO NOT OPEN” on the envelope:

Delegatus Legal Services Inc.
c/o Compliance Officer, Chief Operating Officer
438 McGill Street #500
Montréal, Québec H2Y 2G1

If the Compliance Officer is the subject of the Concern, or if the whistleblower does not feel comfortable reporting the Concern to the Compliance Officer, the Concern may be reported to the President or any member of the Delegatus Executive Committee.

Questions

Any questions regarding the application, interpretation or operation of this Policy should be directed to the Compliance Officer.

Investigation of reported problems

The Compliance Officer is responsible for:

• promptly investigating or supervising the investigation of each reported Concern;
• informing the Executive Committee of any Concerns raised; and
• reporting regularly on compliance to the Executive Committee.

Acknowledgement of receipt

Any supervisor, manager or director who receives a report of a Concern must promptly inform the Compliance Officer in writing. The latter will notify the whistleblower of receipt of the reported Concern within five (5) business days, unless the report was submitted anonymously, or no return address was provided.

Investigation

The Compliance Officer will conduct a prompt, discreet and objective review or investigation based on the report submitted. A full investigation may not be possible if an anonymous report is vague or too general. If necessary, at his or her sole discretion or on the recommendation of the Executive Committee, the Compliance Officer may call on legal counsel, accountants or other experts to assist in the investigation. The Compliance Officer may delegate the responsibilities of the investigation to any other person, including third parties, provided that:

• the delegate is not concerned by the reported Concern; and
• the delegation does not compromise the identity of the person who made the anonymous or confidential report.

Resolution

The Compliance Officer shall:

• recommend appropriate corrective action to the Executive Committee, if warranted by the investigation;
• oversee the implementation of a resolution based on the Executive Committee’s decision; and
• follow up with the whistleblower, if possible, to close the reported Concern. If the Concern is found to be unfounded at the end of the investigation, the Compliance Officer provides a response to the person who submitted the Concern to explain why the Concern was not upheld.

Periodic revisions

To ensure that Delegatus operates in a manner consistent with its ethical commitments and does not engage in activities that could compromise its reputation, Delegatus will periodically review this Policy. Any changes to this Policy will be duly communicated to all Collective Members and the Policy will also always be available in the Espace Delegatus (internal Sharepoint).

Miscellaneous

Record keeping

Delegatus will retain all documents relating to the investigation and resolution of a reported Concern for the length of time required by law and good governance principles. All such documents are considered privileged and strictly confidential.

Distribution

This Policy is distributed to Collective Members and to the public on the Delegatus website. Delegatus undertakes to train Collective Members on this Policy on an annual basis.

This Policy was adopted by the Delegatus Executive Committee on February 24, 2025.