1.   Introduction and Purpose

The Toku Group is committed to maintaining the highest standards of ethics, integrity, and accountability. An effective whistleblowing policy is an essential tool to deter wrongdoing, promote transparency and to ensure that Toku Group employees and partners feel secure in reporting any concerns they may have, regarding fraud, corruption or unlawful behavior.

The purpose of this Whistleblowing Policy is to:

• Encourage individuals to report such suspected wrongdoing as soon as possible, in the knowledge that their concerns will be taken seriously and investigated appropriately, and that their confidentiality will be respected.
• Provide clear guidance on how to raise a concern.
• Reassure anyone who raises a concern in good faith that they will be protected from any form of reprisal or victimization.
• Maintain a high standard of corporate governance.

2.   Scope

This policy applies to:

1. All Toku Group employees and temporary staff.
2. Contractors, consultants and any individual acting on behalf of the Toku Group in a decision-making or advisory capacity.
3. Third parties who work with the Toku Group, such as suppliers and business partners.

IMPORTANT NOTE – The reporting process established under this Whistleblowing Policy is distinct from the employee grievance procedure. Reporting under the Whistleblowing Policy should not be used to make complaints that do not relate to serious potential improprieties or wrongdoings, as set-out in Section 3 below.

Personal complaints and grievances regarding conditions of employment or employee-related matters should always be made using the normal procedures established by the Toku Group People & Culture department, unless the issue is clearly of a nature such that it would require reporting under this Whistleblowing Policy.

3.   What is Reportable Conduct?

This Whistleblowing Policy establishes proper avenues and methods for reporting concerns about actual or suspected improprieties and wrongdoings, which may:

• Impact the financial position of the Toku Group.
• Relate to the honesty and integrity of the dealings of the Toku Group; or
• Relate to the honesty and integrity of those who work for or with the Toku Group, in the course of their dealings relating to the Toku Group

Issues which may be reportable under this Whistleblowing Policy include, but are not limited to:

• Criminal activity.
• Financial malpractice or mismanagement.
• Non-disclosure of serious conflicts of interest.
• Legal or regulatory breaches.
• Actions that endanger the health and safety of any individual.
• Breach of the Toku Group Code of Conduct.
• Unauthorised or improper use of data systems or network assets.
• Any other improper matters which may cause financial or non-financial loss to the Toku Group, or damage to the Toku Group’s reputation.
• Concealing information about any of the above issues.
• Breaches of the SGX Listing Rules or continuing disclosure obligations applicable to Toku Ltd. as a listed issuer, including any failure to make timely or accurate disclosure of material information to the market.
• Insider trading, tipping, or other misuse of price-sensitive information in relation to Toku Ltd.’s securities.
• Interested person transactions conducted without proper disclosure or shareholder approval as required under the SGX Listing Rules.
• Any improper attempt to influence the external or internal audit process, or to suppress or alter financial or compliance reporting.

4.   How to Raise a Concern

You can contact any one of the following Whistleblowing Officers (each individually a “Whistleblowing Officer”):

The shared mailbox at whistleblowing@toku.co is accessible by all three Whistleblowing Officers. Because every Whistleblowing Officer can access that mailbox, you should not use it if your concern relates to the conduct of a Whistleblowing Officer.

In that case, or if you are for any other reason uncomfortable using the shared mailbox, you should send your report by post to the following address, addressed by name to the Audit Committee Chair, the Lead Independent Director, or any other member of the Board or of senior management whom you consider to be independent of your concern:

Toku Ltd., 61 Robinson Road, #08-02, Singapore 068893

Please mark any such envelope “Private and Confidential – Whistleblowing” and address it by name to the intended recipient. Envelopes so marked will be held unopened for collection by the addressee only.

When making a report, please provide as much detail as possible, including names, dates, places, and the reason for your concern. You do not need to have definitive proof, but you must have a reasonable belief that wrongdoing has occurred or is likely to occur.

We recognise that reports may include personal data. Where personal data is provided, Toku will handle such personal data in accordance with its Data Protection Governance Framework.

5.   Confidentiality and Anonymity

Toku will treat all concerns raised in a confidential and sensitive manner. Your identity will be kept confidential to the extent possible, consistent with the need to conduct a fair and thorough investigation.

You may choose to raise a concern anonymously. However, please be aware that this may make it more difficult for us to investigate the matter thoroughly. We will consider anonymous reports on the basis of their merits.

6.   Protection from Retaliation

Toku has a zero-tolerance policy for any form of retaliation, harassment, or victimization against anyone who raises a good faith concern under this Whistleblowing Policy, or who participates or cooperates in any investigation conducted pursuant to it.

Any staff member found to have engaged in such conduct may be subject to disciplinary action, up to and including dismissal.

If you believe you are suffering, or have suffered, any form of retaliation as a result of having made a good faith report or having participated in an investigation, please raise the matter through the same channels available for reporting a concern under this policy, including (where appropriate) the alternative channels available where a Whistleblowing Officer is implicated.

7.   Investigation Process

Once a concern is raised:

1. The Whistleblowing Officer who has received the report will acknowledge receipt within ten (10) working days. The reporter will be informed in due course (normally, within twenty (20) working days of acknowledgement) whether the matter will be investigated. Toku is not obliged to disclose its reasons, or any details of its assessment, where doing so would prejudice an investigation, breach a legal or regulatory obligation, or compromise the confidentiality of any person. This paragraph does not apply where a report is made anonymously and no means of reply has been provided.
2. In conducting that initial assessment, the Whistleblowing Officer will consider whether there is a reasonable basis to believe that the conduct alleged, if true, would constitute reportable conduct under this policy. Where the report implicates the receiving Whistleblowing Officer, responsibility for acknowledgement and the initial assessment shall pass to another non-implicated Whistleblowing Officer. Because the shared mailbox is accessible to all Whistleblowing Officers, a concern relating to the conduct of a Whistleblowing Officer should be raised through the postal channel set out in the “How to Raise a Concern” section of this policy, so that the report is not accessible to the Officer concerned.
3. Where all Whistleblowing Officers are implicated, the reporter should use the physical mailing channel set out in the “How to Raise a Concern” section of this policy, to direct their concern to an independent Board member or senior person, who shall perform the initial assessment in place of a Whistleblowing Officer. If the reporter has no confidence in any internal channel, they may submit their concern directly to a relevant external authority as set out in the External Reporting Channels section of this policy.
4. If an investigation is required, the Toku Group will proceed with the investigation.
5. Where a credible report proceeds to investigation, oversight shall rest with the most senior independent body that is not implicated in the concern. By default, the Audit Committee shall be notified of all reports proceeding to investigation and shall oversee their conduct and outcome. Where one or more members of the Audit Committee are implicated, oversight shall rest with the remaining independent members of the Audit Committee, with the implicated member(s) excluded. Where an independent quorum of the Audit Committee cannot be formed, or where the concern also implicates the CLO, oversight shall pass to the Board (excluding any implicated directors), which may appoint external independent legal counsel to conduct the investigation and report back to the Board. Where the matter may constitute a disclosable event under the SGX Listing Rules, the matter may be escalated in accordance with the SGX Listing Rules. Where the Board itself cannot form an independent quorum, the matter falls outside internal governance and the reporter should follow the External Reporting Channels section of this policy.
6. Toku will aim to conclude each investigation within sixty (60) working days of the decision to investigate. Where that is not practicable, the reporter will be informed of the reason for the delay and of the revised expected timeline. An update on the status of the investigation will in any event be provided to the reporter within sixty (60) working days of the decision to investigate, and at reasonable intervals thereafter until the matter is concluded, subject to any constraint arising from the conduct of the investigation, a legal or regulatory obligation, or the confidentiality of any person. This paragraph does not apply where a report is made anonymously and no means of reply has been provided.
7. The results of the investigation will be reported to the body that oversaw the investigation (whether the Audit Committee, the remaining independent members of the Audit Committee, or the Board excluding implicated directors), and to the full Board of Toku Ltd., excluding any implicated directors. Where appropriate, outcomes may also be reported to relevant external authorities in accordance with applicable laws and regulations.
8. Where appropriate and legally permissible, details of the outcome of the investigation will be provided to the reporter by, or on behalf of, the body that oversaw the investigation. This paragraph does not apply where a report is made anonymously and no means of reply has been provided.

The company will take all necessary and appropriate actions to address and remedy any wrongdoing that is substantiated.

A confidential register of all reports received under this policy, the action taken and their outcomes will be maintained. The Audit Committee will receive a report on the reports received and their disposition at least annually, or more frequently where the nature of a matter warrants.

8.   Malicious Allegations

This policy is designed to protect those who make reports in good faith. If a concern raised in good faith is not subsequently confirmed by an investigation, please be assured that no action will be taken against the person who made the report.

However, the Toku Group takes a serious view of any report made in bad faith, or by a person who knows the information they provide to be false or misleading. A reporter who raises a concern honestly will retain the protections of this policy even if the concern is mistaken or is not subsequently substantiated.

In such cases, disciplinary action, or if appropriate, legal action may be taken against the offending individual. The determination of whether a report was made in bad faith or with knowledge of its falsity shall be made by the body that oversaw the investigation of the report, and in no case by any person implicated in the concern to which the report relates.

9.   External Reporting Channels

Nothing in this policy limits the right of any individual to report concerns directly to a relevant external authority. Depending on the nature of the concern and the jurisdiction involved, applicable external reporting channels may include SGX RegCo, the Monetary Authority of Singapore, the Accounting and Corporate Regulatory Authority, or the Commercial Affairs Department. Where a concern relates to potential contraventions of Singapore law or the SGX Listing Rules, individuals may also seek independent legal advice on their reporting obligations and protections. Toku will not take any adverse action against an individual solely by reason of their having made a report to an external authority in good faith.

10.         Policy Review

This Whistleblowing Policy will be reviewed as needed (and at least annually), to ensure it remains effective and compliant with relevant laws and regulations. The next scheduled review of this policy is October 2027.