Introduction

It is the policy of Candlewick International Corporation Inc. (together with its subsidiaries, the “Corporation”) to comply with, and require its directors, officers, employees (whether temporary, fixed-term or permanent), advisors (excluding financial and legal advisors), and, where applicable, certain contractors of the Corporation, including consultants and advisors, (collectively, the “Candlewick Representatives”) to comply with, all applicable legal and regulatory requirements relating to corporate reporting and disclosure, accounting and auditing controls and procedures, securities compliance and other matters pertaining to fraud against the Corporation and its shareholders (collectively, “Compliance Requirements”). Individual contracts for contractors, where applicable, will make reference to the applicability of this Policy (as defined below), and may include further detailed requirements applicable in a particular contractual situation. All such contractors that are subject to this Policy shall also be “Candlewick Representatives” for purposes of this Policy.

As part of the Corporation’s commitment to the highest standards of ethics and corporate governance, this Whistleblower Policy (“Policy”) establishes the procedures for: (i) the confidential and anonymous submission by Candlewick Representatives of concerns or complaints regarding the possible violation of the Compliance Requirements by the Corporation or another Candlewick Representative, including questionable reporting, disclosure, accounting or auditing matters, and (ii) the receipt, retention, treatment and investigation of such concerns or complaints received by the Corporation regarding alleged or suspected illegal activity or violations of Compliance Requirements. Any such illegal activity or violation of Compliance Requirements must be reported promptly as set out herein.

This Policy should be read in conjunction with the Corporation’s other related policy documents, including the Corporation’s Code of Business Conduct and Ethics, and Corporate Disclosure Policy.

This Policy is not intended to limit, prevent, impede or interfere in any way with any Candlewick Representative’s right to, without prior notice to the Corporation, provide information to the government, participate in investigations, testify in proceedings regarding the Corporation’s past or future conduct, or engage in any activities protected under whistleblower statutes.

Reporting of Complaints

Candlewick Representatives must submit any good faith complaints or concerns regarding questionable treatment or alleged violations with respect to the Compliance Requirements.

Examples of such violations include forgery or alteration of documents, destruction of business or financial records, unauthorized alteration of computer files, fraudulent financial reporting, improper payments, questionable accounting practices, misleading or coercion of auditors, misuse/misappropriation of the Corporation’s funds or assets with material information that has not been publicly disclosed.

A complaint may be submitted anonymously by email or mail to the chair (the “Audit Committee Chair”) of the Audit Committee of the board of directors of the Corporation (the “Audit Committee”). If the complaints involves or relates to the Audit Committee Chair, a complaint may be submitted to another member of the Audit Committee or any of the chair of the board of directors, the Chief Executive Officer or the Chief Financial Officer of the Corporation who are not involved or related to such complaint.

If the Candlewick Representative wishes to discuss the matter orally, he or she should indicate this in the submission and include a telephone number at which he or she might be contacted.

To the extent possible, any complaint should be factual rather than speculative or conclusory, and should contain as much specific information as possible to allow for proper assessment. The complaint describing an alleged violation or concern should be candid and set forth all of the information that the Candlewick Representative knows regarding the allegation or concern.

Contact Information
(as may be amended from time to time):

Audit Committee Chair
[email protected]

Attn: Audit Committee Chair ONLY
Candlewick International Corporation Inc.
Unit 2936
World Plaza
5th Avenue, Bonifacio Global City
Taguig City 1634
Metro Manila
Philippines

Treatment and Reporting of Complaints and Investigations

Upon receipt of a complaint, the Audit Committee Chair, as applicable, shall make a determination, in his or her reasonable judgment, whether a reasonable basis exists for commencing an investigation into the complaint. To assist in making this determination, the Audit Committee Chair, as applicable, may conduct, or may delegate authority to others to conduct, an initial, informal inquiry. All Candlewick Representatives have a duty to co-operate with such an inquiry. To the extent possible, all complaints will be handled in a confidential manner, but it should be noted that confidentiality could limit the investigator’s ability to conduct a complete inquiry.

Unless the report involves or relates to a member of the Audit Committee, the Audit Committee Chair shall report to the Audit Committee, on a regular basis, about all complaints submitted to him or her since the last report, together with his or her determination of the complaint and the results, if any, of any informal investigations. If the complaint was submitted to another member of the Audit Committee or any of the chair of the board of directors, the Chief Executive Officer or the Chief Financial Officer of the Corporation due to the involvement of the Audit Committee Chair and or one or more members of the Audit Committee in such complaint, the recipient of the complaint shall inform each of the other Audit Committee members, the chair of the board of directors, the Chief Executive Officer or the Chief Financial Officer of the Corporation who are not involved or related to such complaint, instead of the Audit Committee.

The Audit Committee, as applicable, will then determine, in its reasonable judgment, whether a reasonable basis exists for commencing a formal investigation into the complaint. If the Audit Committee, as applicable, makes a determination: (i) that there is substantive merit to the complaint; and (ii) that it will assume carriage of the complaint, then it shall instruct external legal counsel or another appropriate person to proceed with a formal investigation.

The Audit Committee Chair (as applicable, or another appropriate person, if so designated by this Policy or by the Audit Committee) shall oversee all investigations under the authority of the Audit Committee. The Audit Committee shall have the authority to retain outside legal or accounting expertise in any investigation as it deems necessary to conduct the investigation in accordance with its mandate and this Policy.

Corrective Action

The Audit Committee, as applicable, with the input of the Audit Committee Chair, and senior management of the Corporation, if requested, will determine the validity of a complaint and any corrective action, as appropriate.

It is the responsibility of the Audit Committee, as applicable, to report to the chair of the board of directors, the Chief Executive Officer and the Chief Financial Officer of the Corporation (unless such individual is involved in such complaint), any non-compliance with legal and regulatory requirements and to ensure that senior management of the Corporation takes corrective action including, where appropriate, reporting any violation to the relevant local, provincial, state or regulatory authorities. Candlewick Representatives that are found to have violated any laws, governmental regulations or Corporation policies will face appropriate, case specific disciplinary action, which may include demotion or discharge and, if appropriate, will be reported to the relevant authorities.

Where possible and when determined appropriate by the Audit Committee, notice of corrective measures will be given to the person who submitted the complaint or concern.

No Retaliation

The Corporation will not retaliate and will not allow any retaliation or discrimination against any Candlewick Representative who submitted a good faith complaint. Specifically, the Corporation will not discharge, demote, suspend, threaten, harass, or in any other manner discriminate or retaliate against any Candlewick Representative submitting a good faith complaint. The Corporation regards the making of any deliberately false or malicious complaint or the provision of false information in an investigation by any director, officer or employee as a serious offence which may result in disciplinary action, including dismissal forcause.

In addition, neither the Corporation nor any of the Candlewick Representatives may retaliate or discriminate against any other Candlewick Representatives who lawfully provide information to the authorities regarding any conduct which the Candlewick Representative reasonably believes constitutes a violation of federal or provincial securities or antifraud laws or who participates in or otherwise assists with a proceeding relating to such potential violations by the Corporation or the Candlewick Representatives.

False and Malicious Allegations

The Corporation is committed to acting with the highest standards of honesty. It will therefore ensure that appropriate resources are dedicated to investigating any compliant which it receives. However, it is important to realize that the Corporation will view very seriously any allegations which prove to have been made maliciously or knowing them to be false.

The Corporation will regard the making of any deliberately false or malicious allegations by any Candlewick Representative as a serious disciplinary offence in contravention of the Corporation’s Code of Business Conduct and Ethics.

Retention of Complaints

All complaints submitted by a Candlewick Representative regarding an alleged violation or concern shall remain confidential to the maximum extent possible consistent with a thorough and complete investigation, unless consented to by the complainant. In addition, all written statements, along with the results of any investigations relating thereto, shall be retained by the Corporation for a minimum of seven (7) years.

It is illegal and against the Corporation’s policy to destroy any corporate audit records that may be subject to or related to an investigation by the Corporation or any federal, provincial or regulatory body.

Currency of this Policy

This Policy was approved by the board of directors of the Corporation on March 1, 2022.