The Whistleblower Policy is for guidance only and does not form part of any contract of employment.

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1 Whistleblower policy Document Owner Head of Legal Approval Board of Directors Date Last Approved 12 December 2012 Effective From Date 13 December 2012 Date of Next Review and Approval Q Access Level Public

2 Page 2/6 Whistleblower policy 1. Purpose statement MTG seeks to conduct its business honestly and with integrity at all times. However, we acknowledge that all organisations face the risk of their activities going wrong from time to time, or of unknowingly harbouring malpractice. We believe we have a duty to take appropriate measures to identify such situations and attempt to remedy them. By encouraging a culture of openness and accountability within the organisation, we believe that we can help prevent such situations occurring. We expect all staff to maintain high standards in accordance with our Code of Conduct. Our Code of Conduct also requires workers to report any breach of the Code of Conduct, or any other regulation or law. This Policy, as a complement to the Code of Conduct, sets out in more detail in what circumstances workers are expected to report, how they should report, and what consequences will follow. This Policy may be used only when ordinary channels of reporting, e.g. the Code of Conduct, is deemed to be insufficient. All workers should be confident that they can raise any matters of genuine concern without fear of negative reaction, in the knowledge that they will be taken seriously and that the matter will be investigated appropriately on a confidential basis. 2. Responsibility and implementation The aim of the Whistleblower Policy is to provide a procedure under which individuals who have reasonable grounds to believe that an incident of serious work place malpractice is occurring or is likely to occur within MTG, are able to raise their concerns. The Whistleblower Policy is voluntary and may be used by all individuals working at all levels including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, seconded staff, homeworkers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or their employees, wherever located (collectively referred to as "Workers" in this Policy). The Whistleblower Policy is for guidance only and does not form part of any contract of employment.

3 Page 3/6 3. Policy statement Definition of Malpractice For the purposes of this Policy, MTG considers the following matters to constitute malpractice (hereinafter referred to as an act of "Malpractice"): Improprieties concerning accounting, internal accounting controls, auditing matters; An act of bribery which has been committed, is being committed, or is likely to be committed in breach of applicable legislation or the Anti- Bribery and Corruption Policy; A criminal offence which has been committed, is being committed or is likely being committed relating to banking and finance; Improprieties concerning MTG's (as a whole group or single entity) vital interests; Improprieties concerning the life or health of individual persons, e.g. environmental crimes or deficiencies regarding the security at the workplace; The Whistleblower Policy does not cover general concerns about poor or unfair management, workplace bullying, harassment, discriminatory conduct, inefficient systems or other operational feedback. Workers wishing to raise issues relating to these areas should do so either by contacting their manager or if they believe it is appropriate to the HR department. Protected disclosure MTG is committed to ensure that any incident of work place Malpractice is prevented wherever possible, and immediately dealt with, should they arise. Workers are often the first to realise that something is wrong in the work place but they may feel that they cannot express their concerns because to do so would be disloyal to their colleagues or to MTG or could result in them being subjected to harassment or victimisation. Provided concerns are raised in good faith and not out of malice or with a view to personal gain and there are reasonable grounds for believing the concerns to be true and the Worker has complied in full with the spirit of the Whistleblower Policy and procedural steps set out herein, the following will apply: So far as possible the Worker s identity will not be disclosed at any time by MTG unless necessary for the purposes of its investigations or to comply with a legal obligation. Should, for any reason, the Worker's identity be disclosed, the Worker will be notified on beforehand by MTG. The Worker will not be subjected to any harassment, victimisation or disciplinary action by MTG as a result of raising the concern.

4 Page 4/6 So far as possible any supporting evidence relating to Worker concerns will be kept secure at all times. Any abuse of this Policy, by raising deliberately false, unfounded or malicious allegations will mean that the Worker loses the protection provided under this Policy and may result in disciplinary action, possibly including dismissal. Procedure How should a disclosure be made? A Worker can raise concerns regarding an act of Malpractice with their Departmental Manager, who will usually be in the best position to help. We recognise that there may be circumstances where a Worker feels unable to approach a Departmental Manager and in these circumstances they should raise the concern direct with their HR Department or MTG s Chief Financial Officer, Company Secretary, EVP of Modern People, Anti-Corruption Officer or Head of Internal Audit (collectively referred to as "Whistleblower Officers") or via the whistleblower - whistleblower@mtg.com. A Worker can raise concerns orally or in writing but should state that they are using the Whistleblower Policy and specify whether they wish their identity to be kept confidential. A Whistleblower Officer who receives a concern will initially assess the concern in consultation with other Whistleblower Officers and such members of management as is appropriate and determine whether it falls under the scope of the Whistleblower Policy. A Whistleblower Officer may request further information. Should the concern be determined to not fall within the scope of the Whistleblower Policy, the notifying Worker will be informed. If the concern falls under the Whistleblower Policy, the concern will then be forwarded to the Head of Internal Audit, for further review, or if the concern relates or could relate to the Head of Internal Audit to MTG's Chief Financial Officer. If an investigation is initiated, the Whistleblower Officer will communicate to the notifying worker how the matter will be investigated and what action if any should be taken. The Whistleblower Officer may request the Worker to formalise their concerns in writing, as appropriate. If that occurs, the Whistleblower Officer will acknowledge receipt of the formal written disclosure and keep a record of further action taken. Escalation If a Worker is dissatisfied with the action taken in respect of their concerns or for some reason feels totally unable to approach the HR Department, Departmental Manager, or MTG s Chief Financial Officer, Company Secretary,

5 Page 5/6 EVP of Modern People, Anti-Corruption Officer or Head of Internal Audit they should raise their concerns in writing with the President, or the Chairman of the Audit Committee. Investigation of Disclosure MTG is committed to investigating disclosures fully, fairly, quickly and confidentially where circumstances permit. The length and scope of the investigation will depend on the subject matter of the disclosure. After an assessment by the Whistleblower Officer regarding whether the concern falls within the scope of this Policy, an initial assessment of the disclosure will be carried out to determine whether there are grounds for a more detailed investigation to take place or whether the disclosure is, for example, based on erroneous information. The Whistleblower Officer, or any other person responsible for hearing the concerns may invite the Worker to attend a meeting. The Worker may be asked to set out concerns in writing in advance of the meeting. These concerns will then be discussed in full at the meeting and the person hearing the disclosure will decide if any further action needs to be taken and, if so, what the appropriate action will be. This may include asking the Worker to attend a further meeting with a higher level of management or asking them to provide any further evidence, as appropriate. The Worker will, unless circumstances do not permit it, be told what action MTG has decided to take and must treat any such information with the strictest confidence. Confidentiality We recognise that disclosures made under this Policy may involve highly confidential and sensitive matters and that a Worker may prefer to make an anonymous disclosure. We will endeavour to investigate disclosures made anonymously where they appear to be made in good faith, and where they relate to serious malpractice. However, there may be circumstances in which we are unable to investigate an anonymous allegation. Proper investigation may prove impossible if the investigator cannot obtain further information, give feedback, or ascertain whether the disclosure was made in good faith. It is preferable for whistleblowers to reveal their identity and measures can be taken to preserve confidentiality if appropriate. The Company s Response If the concern raised is found to be valid then MTG may decide that one or more of the following steps, (which is a non-exhaustive list) is appropriate: referral of the matter to the Chairman of MTG s Audit Committee; referral of the matter to MTG s Board of Directors; referral of the matter to the appropriate external regulatory body; and/or referral of the matter to the police.

6 Page 6/6 As stated above, the Worker will wherever possible and appropriate be informed of the steps taken but is required to keep this information strictly confidential. External disclosure If, after having followed the procedural steps set out above, the Worker remains genuinely and reasonably dissatisfied with the outcome, they may raise their concern, on a confidential basis, with an appropriate regulatory authority. The Worker is asked, if it is practical to do so, to inform the President at least seven days before taking such action to enable the President to consider what, if any, further action could be taken to address the Worker's concerns. 4. Further information For further information, please contact the Modern Responsibility or Legal Department.