1. Introduction

Bay Capital Partners UK Ltd. (“Bay Capital,” “we,” “us”) is committed to maintaining the highest standards of integrity, conduct, and professionalism. Our reputation is built on ethical behaviour and trust, and we recognise that upholding these values is critical for our clients, staff, and stakeholders. This Whistleblowing Policy applies to all current and former employees, directors, contractors, contingent workers, consultants, suppliers, service providers, and their employees, as well as relatives or dependants of these persons who have a professional relationship with Bay Capital.

2. Purpose and Protection

This policy provides a safeguard against corporate fraud and wrongdoing. Bay Capital encourages staff and external parties to speak up confidentially if they suspect any actions or processes may expose Bay Capital to reputational, ethical, legal, or regulatory risk. Disclosures may be made on either an anonymous or confidential named basis. Persons raising a genuine concern under this Policy and with reasonable grounds for suspecting misconduct or an improper state of affairs will be protected from any detriment, regardless of investigation outcomes. Retaliation or harassment following a whistleblowing report will not be tolerated, and appropriate actions will be taken against offenders.

3. Nature of Reportable Conduct

Concerns that may be raised under this Policy include, but are not limited to:

• Breaches of Bay Capital’s Code of Conduct or related policies
• Irregularities or misconduct in securities dealing
• Suspected money laundering, fraud, bribery, or corruption
• Breaches of legal and regulatory obligations
• Irregularities involving financial or accounting procedures
• Criminal offences, theft, or proprietary breaches
• Conflicts of interest including involvement in competitor activities
• Dishonest dealings with clients, vendors, or business partners
• Illicit payments or improper conduct involving government officials
• Activity that endangers health and safety, the public, or the financial system

If uncertain whether behaviour is unethical, individuals are encouraged to raise the matter regardless

4. Reporting Mechanisms

Individuals may report concerns via the following options:

1. Internal Contact Points:

• Legal & Compliance / Human Resources: Issues may be raised directly with relevant internal teams on a confidential basis. Such concerns may be escalated for full and independent investigation.
• Senior Management: Reports may be made directly to any director or senior manager who will ensure escalation as appropriate.
• Regulatory Authority: Individuals may contact the relevant regulatory authority if other options are not considered sufficient.

Bay Capital will only share the identity of whistleblowers with consent (unless legally required) and will protect anonymity wherever possible

5. Zero Tolerance for Retaliation

Bay Capital guarantees protection against losing employment, suffering detriment, or experiencing any form of retaliation for those raising genuine concerns, even if the suspicion is mistaken. Harassment or victimisation following a whistleblowing disclosure is strictly prohibited.

6. Culture of Openness

This policy exists to foster openness, transparency, and a positive environment for reporting concerns. Periodic feedback may be sought to ensure our whistleblowing arrangements are effective and supportive.

7. Applicability

This policy operates wherever Bay Capital operates and supersedes local practices where relevant; local law will apply to any particular case as appropriate.

8. Review and Updates

This policy will be reviewed regularly to ensure compliance with evolving legal standards and best practices in whistleblowing protection and investigation.