WHISTLEBLOWING POLICY

1. Whistleblowing Policy

1.1. General Framework

The purpose of this Policy is to establish specific, independent, autonomous, and appropriate channels for receiving, handling, and archiving reports of serious irregularities within Waterside Asset Management – Sociedade Gestora de Organismos de Investimento Coletivo, S.A. (“Company”), particularly those related to its management, accounting organisation, internal control, and credible signs of breaches of duties established under applicable legislation, regulations, institutional and internal rules, and guidelines.

Any individual may report irregularities, including Employees (regardless of the type of employment relationship they have with the Company), Shareholders, Holders of Key Functions, or any other persons providing services to the Company on a permanent or occasional basis, who become aware of any irregularity. They have a duty to report such matters in accordance with the terms and safeguards set out in this Policy.

 

• Reporting channel

Reports of irregularities must be submitted in writing through the following channels:

• Email sent to whistleblowing@watersideam.com
• Registered post with acknowledgement of receipt, addressed to the Compliance Department, to: Praceta Outeiro da Vela 135, 1.º, 2750-455 Cascais, Portugal

Whenever possible, the whistleblower will be provided with confirmation of receipt of the report.
If the person concerned by the report is a member of the Compliance team, the report must be addressed to the Company’s Board of Directors.

 

• Reporting Requirements

Reports of irregularities must include the following elements:

 

1. Clearly indicate that the report is confidential and use a format that ensures its confidentiality until received by the intended recipient;
2. Identify the reporting individual so that, if necessary, further clarification of the relevant facts can be obtained. The individual must explicitly state whether they wish their identity to remain confidential;
3. Provide a description of the facts supporting the alleged irregularity, without requiring proof of its occurrence.

In any case, even if the whistleblower chooses not to identify themselves, the report will still be duly processed.

• Responsible Entity and Duties Regarding Report Handling

The department within the Company responsible for receiving, handling, analysing, and archiving reports of irregularities is the Compliance Department.

Specifically, this Department is responsible for:

1. Managing the whistleblowing system, ensuring the confidentiality of reports, receiving and reviewing the information provided, assessing whether there are sufficient grounds to open an investigation, and preparing a reasoned report justifying any decision not to take further action;
2. If grounds for an investigation exist, carrying out the necessary procedures to clarify the matter, including the collection of evidence, and may, where appropriate and in accordance with the law, request assistance from other departments or third parties; and
3. Upon conclusion of the investigation, preparing a reasoned internal report outlining the findings and measures adopted (including, where applicable, referral to the relevant external authorities), to be submitted to the Company’s Board of Directors, which must then forward it to the appropriate higher-level management body or bodies.
   • Record of Reports

The Compliance Department must maintain a record of all reports of irregularities falling within the scope of this Policy. This record must include at least the following information:

1. Internal identification number of the report;
2. Date of receipt;
3. Brief description of the nature of the report;
4. Measures adopted as a result of the report (based on the investigation and assessment, conclusions will be drawn and appropriate measures determined);
5. Current status of the process (closed or pending);
6. Identification of the reporting person (Name and Tax Identification Number – where applicable);
7. Identification of the person reported.

 

• Conclusion of the Process

As a result of the investigation conducted and the final review and evaluation of its findings, the Compliance Department may propose to the Board of Directors:

1. Filing the case Filing the case without further action; or
2. Adoption or promotion of appropriate measures, including but not limited to:

• Changes to the Company’s processes, control methods, or policies;
• Corrections or adjustments to documents;
• Termination of contractual relationships;
• Initiation of disciplinary proceedings against employees or removal from corporate bodies;
• Initiation of legal proceedings, criminal complaints, or similar measures.

1. Reporting to the competent regulatory authorities.

Upon completion of the investigation, the Compliance Department prepares a final report, which is submitted internally to the Company’s Board of Directors and the appropriate senior management level(s), outlining its conclusions and proposed measures to be implemented. These measures should aim at correcting the irregularity and applying sanctions where applicable. Communication with external authorities will also be made when the specific circumstances justify such action.

 

• Confidentiality

In accordance with the provisions of this Policy, reports of irregularities are treated as confidential information by the individuals responsible for the operational management of the mechanisms and procedures for receiving, retaining, and processing such reports.

When submitting an alleged violation, the whistleblower, upon providing their information and if expressly requested, may choose to remain anonymous. The details of the alleged irregularity will then be communicated to the Board of Directors and other responsible bodies anonymously.

Confidential handling of received reports is guaranteed, and the principle of non-retaliation is upheld concerning employees who report irregularities covered by this Policy.

Accordingly, the Company shall not initiate any disciplinary or retaliatory action against employees who report irregularities or cooperate in the investigation of such reports, except in cases where the reports are made in clear bad faith.

 

• General Regime for the Protection of Whistleblowers

In addition to the provisions set forth in the previous sections, the Company is subject to the compliance requirements of Law No. 93/2021, of December 20, which establishes the general regime for the protection of whistleblowers, transposing Directive (EU) 2019/1937 of the European Parliament and of the Council, of October 23, 2019, on the protection of persons who report breaches of Union law.

The report or public disclosure may concern violations that have been committed, are being committed, or whose commission can reasonably be anticipated, as well as attempts to conceal such violations. A natural person who reports or publicly discloses a violation based on information obtained in the course of their professional activity, regardless of the nature of this activity or the sector in which it is carried out, is considered a whistleblower.

For this purpose, the Company provides an internal reporting channel with the following features:

• The internal reporting channel allows for the secure submission and monitoring of reports, ensuring the completeness, integrity, and preservation of the report, the confidentiality of the whistleblower’s identity or anonymity, the confidentiality of the identities of third parties mentioned in the report, and preventing access by unauthorized persons.
• The internal reporting channel is operated internally for receiving and following up on reports by persons or services designated for this purpose, whose functions must be exercised in observance of the following principles: independence, impartiality, confidentiality, data protection, secrecy, and absence of conflicts of interest.

Form and admissibility of the report

The internal reporting channel allows, in particular, the submission of reports, either in writing or verbally, by Employees, either anonymously or with the identification of the whistleblower.
If verbal reporting is admissible, the internal reporting channel permits its submission by phone or through other voice messaging systems, and at the whistleblower’s request, in a face-to-face meeting.
Reports can be submitted using electronic authentication means such as Citizen Card or Mobile Digital Key, or other electronic identification means issued by other Member States and recognized for this purpose under Article 6 of Regulation (EU) No. 910/2014 of the European Parliament and of the Council, of July 23, 2014, provided that such means are available in any case.

Follow-up of the report

The Company notifies the whistleblower of receipt of the report within seven days and informs them clearly and accessibly about the requirements, competent authorities, and the form and admissibility of external reporting.

Following the report, the Company undertakes appropriate internal actions to verify the allegations contained therein and, if applicable, to cease the reported violation, including through the opening of an internal inquiry or communication to the competent authority for investigation of the violation, including the institutions, bodies, or agencies of the European Union.
The Company communicates to the whistleblower the measures planned or taken to follow up on the report and the respective justification within a maximum period of three months from the date of receipt of the report.

The whistleblower may request, at any time, that the Company communicate the result of the analysis conducted on the report within 15 days after its conclusion.

Retention of reports

The Company must maintain a record of reports received and retain them for at least five years and, regardless of this period, during the pendency of judicial or administrative proceedings related to the report.

Reports submitted verbally, through a recorded telephone line or other recorded voice messaging system, are recorded, with the whistleblower’s consent, by: a) recording the communication on a durable and recoverable medium; or b) a complete and accurate transcription of the communication.

If the verbal reporting channel used does not allow for recording, the Company shall prepare a faithful minutes of the communication.

If the report is submitted in a face-to-face meeting, the Company ensures, with the whistleblower’s consent, that the meeting is recorded by: a) recording the communication on a durable and recoverable medium; or b) faithful minutes.

 The Company allows the whistleblower to view, correct, and approve the transcription or minutes of the communication or meeting by signing it.

 

• Document Management

The approval of this document is carried out by the Company’s governing body, with Compliance being responsible for the interpretation and adaptation of the content as well as its periodic review (at least annually).

Whenever this document is amended, the updated version is distributed to all employees of the Company.

An electronic copy of this document and its respective updates are also made available to employees on the Company’s intranet, with proper archiving at all times.
Whenever changes or updates occur, the table below must be updated accordingly.

Change Management

This policy is available for consultation for supervisory purposes and by members of the management body, as well as by the Company’s employees (including subcontractors).