Whistleblower and Complaint Policy
Version: 5.0
Effective: April 27, 2018
Approved by: Audit Committee of the Board of Directors
Summary: This policy describes the appropriate procedures for reporting and handling suspectedviolations of laws, rules, regulations, or internal policies.
Applies to: Smartsheet’s and its subsidiaries’ personnel worldwide as further defined below
Responsible Office: Questions about this Policy should be directed to the Legal Department
Website: Internal Policy Portal

TABLE OF CONTENTS:
Purpose
Scope
Reporting Violations
Statement of Non-Retaliation
Statement of Confidentiality
Investigation and Record Keeping
Record Retention
Reporting To the Audit Committee
Policy Administration

Document

Whistleblower andComplaint Policy

Version5.0

EffectiveDate

April 27, 2018

Approved By

Audit Committee of theBoard of Directors

1. Purpose
Smartsheet Inc. (collectively with its subsidiaries, “Smartsheet”) is committed to promoting thehighest standards of honest and ethical business conduct and compliance with applicable laws,rules, and regulations. As part of this commitment, Smartsheet has adopted this Whistleblower andComplaint Policy (this “Policy”). Employees are encouraged to promptly report any known orsuspected wrongdoing per the procedures specified in this Policy. This Policy is designed to provide
employees with confidential and anonymous reporting methods.You should understand, however,that nothing in this Policy limits, impedes, or restricts your ability to contact, report to, or file a charge
or complaint with, the Securities and Exchange Commission, or any other federal, state, or local
government agency or commission (“Government Agencies”). This Policy also does not limit yourability to participate and/or assist in any investigation or proceeding that may be conducted by any
Government Agencies, including providing documents or other information without notice toSmartsheet. Nothing in this Policy limits your right to seek and/or receive an award for information
provided to any Government Agencies or prohibits you from providing truthful information in
response to a subpoena or other legal process.
2. Scope
This Policy applies to all persons employed by Smartsheet, and where state or local law requires, thispolicy also applies to certain independent contractors, former employees, or other persons as set
forth in any applicable state or local law (collectively, “Non-Employee Reporters”). As used in thisPolicy, the terms “employee,” “employees,” and “managers” shall include Non-Employee Reporters
in those jurisdictions where applicable law increases the scope of whistleblower protections beyond
employees.
3. Reporting Violations
Employees should report to their managers or the Compliance Officer (as defined below), andmanagers receiving information from employees should report to the Compliance Officer, known orsuspected violations of (a) applicable laws, rules, and regulations, (b) internal accounting controls,or accounting and auditing standards, or (c) any published corporate policies of Smartsheet(collectively, “Applicable Rules”). Employees should also report any complaints received frompersons outside Smartsheet, and any complaints regarding third parties providing services toSmartsheet.
The Compliance Officer must (a) promptly consider any information submitted to them from anemployee in a report, and (b) take appropriate action in accordance with Applicable Rules. The
Compliance Officer will, in their discretion, provide this information to the Chairperson (the “Chair”)
of the Audit Committee of Smartsheet’s Board of Directors (the “Audit Committee”) in the event thealleged wrongdoing involves, or could reasonably be expected to involve, any of the following:● financial loss to Smartsheet in excess of $5,000;● improper acts by any member of Smartsheet’s finance team or executive team; orCONFIDENTIAL

Whistleblower and Complaint Policy|1

Document

Whistleblower andComplaint Policy

Version5.0

EffectiveDateApril 27, 2018

Approved By

Audit Committee of theBoard of Directors● such other wrongdoing as the Compliance Officer believes, in their discretion, is sufficiently
material that reporting to the Chair is appropriate.
For purposes of this Policy, Smartsheet has designated its Chief Legal Officer as its Compliance
Officer (the “Compliance Officer”). The Compliance Officer may delegate their responsibilities
under this Policy to other qualified Smartsheet employees from time to time. If the Chief Legal
Officer is unavailable or otherwise unable to perform his or her obligations under this Policy, theVice President of Legal will serve as the interim Compliance Officer.
Employees are expected to report all known and suspected violations of Applicable Rules.
Employees may choose to report such violations confidentially and anonymously by any of thefollowing means:● by calling Smartsheet’s compliance hotline toll-free at any of the numbers located on theSmartsheet Employee Resource Center;● by letter addressed to Smartsheet’s corporate headquarters at 500 108th Ave NE, Suite 200,Bellevue, WA 98004, Attention: Compliance Officer; or● through the hotline website, a link to which is provided through the Smartsheet Employee
Resource Center (note that any report through the hotline website will be directed to theCompliance Officer and certain other individuals in Smartsheet’s legal and human resourcesdepartments).
You may also choose to contact, report to, or file a charge or complaint with a Government Agency.
Smartsheet’s ability to investigate any report is largely dependent upon the quality and specificity of
the information provided in the report. Accordingly, any employee reporting a known or suspectedviolation is encouraged to provide as much detail as possible regarding the subject matter of thecomplaint or concern. The Compliance Officer will be responsible for reviewing, or overseeing thereview of, all reports. If the complaint or concern is submitted through the hotline website, thewebform page will confirm successful submission. If the complaint or concern is submitted by mailor email, the Compliance Officer will acknowledge receipt of the report within seven days of suchreceipt by notifying the sender, unless the report was submitted anonymously.
To report a matter directly to the Audit Committee, employees may send an email toor send a letter addressed to Smartsheet’s corporate headquarters
at the address listed above, Attention: Audit Committee. Employees may submit reports
anonymously if desired, but, if reporting by email, please remember to take appropriate
steps to ensure anonymity is maintained. The Audit Committee will take whatever steps it deems
necessary to respond to a report that it receives, which may include referring the matter to theCompliance Officer or legal counsel for investigation.
4. Statement of Non-Retaliation
It is against Smartsheet policy, and violates applicable laws, for anyone to intentionally retaliateagainst any person who provides information to law enforcement or the Compliance Officer
CONFIDENTIAL

Whistleblower and Complaint Policy|2

Document

Whistleblower andComplaint Policy

Version5.0

Effective
DateApril 27, 2018

Approved By

Audit Committee of theBoard of Directors

concerning a fact or a reasonable, good faith belief that a violation of any Applicable Rule has
occurred. Moreover, Smartsheet does not permit any form of intimidation or retaliation by any
Smartsheet employee, contractor, subcontractor, director, officer, or agent against an employee
because of a lawful act done by the employee to:● provide information, cause information to be provided, propose to provide information, orotherwise assist in an investigation regarding conduct which the employee reasonably
believes constitutes a violation of Applicable Rules or that the employee reasonably believes
poses a substantial and specific danger to the public health or safety; or● file, cause to be filed, testify, participate in, or otherwise assist in a proceeding, hearing, orinquiry filed or to be filed relating to a violation of Applicable Rules.
Prohibited forms of intimidation or retaliation against an individual include, but are not limited to,discharge, demotion, suspension, threats, harassment, or any other manner of discrimination withrespect to an employee’s terms or conditions of employment based on lawful actions of suchindividual described above with respect to a good faith report, cooperation, or assistance with aninvestigation conducted by Smartsheet (“Prohibited Retaliation”). Employees that engage in
Prohibited Retaliation will be subject to discipline, up to and including termination of employment.
Smartsheet will afford additional protections from retaliation to employees in accordance withapplicable law.
5. Management Responsibilities
In cases in which an employee reports a known or suspected violation in good faith and is notengaged in the reported conduct, Smartsheet will attempt to keep its discussions and actions
confidential to the extent possible and will do so in compliance with Applicable Rules governing
employee privacy. All reports and records associated with complaints or reports made under thisPolicy will be considered confidential information, and access will be restricted to members ofSmartsheet’s Board of Directors, Smartsheet’s internal and external legal counsel, and others whoare involved in investigating a complaint or report. Access to reports and records may be granted toother parties at the discretion of the Compliance Officer.
6. Investigation and Record Keeping
Employees should not independently conduct their own investigation. Instead, they are expected tomake their complaint or report by following the procedures in this Policy. The Compliance Officer will
review all complaints and reports of a suspected violation and will coordinate the investigation andresolution of all such complaints and reports to ensure that corrective action, as necessary andappropriate, is taken within three months of the date a full complaint or report is submitted.
7. Record Retention
The Compliance Officer will maintain a log of all complaints and reports, tracking their receipt,
CONFIDENTIAL

Whistleblower and Complaint Policy|3

Document

Whistleblower andComplaint Policy

Version5.0

EffectiveDate

April 27, 2018

Approved By

Audit Committee of theBoard of Directors

investigation, and resolution. Smartsheet will preserve records of complaints and reports madeunder this Policy and associated log(s) for a reasonable period of time, as determined by theCompliance Officer. After the established retention period, the records and associated log(s) may bedisposed of in accordance with Smartsheet policy.
8. Reporting Violations of this Policy
The Compliance Officer will report to the Audit Committee on the nature of all material reports ofknown and suspected violations of Applicable Rules received since the previous meeting of the Audit
Committee. If the Compliance Officer (or their designee) determines that reporting prior to the nextscheduled Audit Committee meeting is necessary or appropriate, the Compliance Officer will contact
the Chair, or such other person designated by the Audit Committee, to decide whether a special
Audit Committee meeting should be called in order for the Compliance Officer to provide a report ofa known or suspected violation in advance of the next scheduled Audit Committee meeting.
The Audit Committee will take whatever steps it deems necessary to respond to any violation report
received by Smartsheet.
9. Enforcement and Penalties
The Audit Committee is responsible for reviewing this Policy and confirming that the procedures
contained herein are in place. The Audit Committee may request reports from Smartsheet officers
and other employees about the implementation of this Policy and take any other steps in connection
with that implementation as it deems necessary. The Audit Committee may amend this Policy andthe associated procedures at its discretion.
10. Revision History
Rev. #DateAuthor

Description of Changes

1.0

4/27/18

Fenwick & West LLP

Original template.

2.0

5/30/19

Smartsheet LegalGeneral edits.

2.5

5/28/20

Smartsheet Legal

Updated to Smartsheet
template and format.

3.0

5/27/21

Smartsheet Legal

General edits.

4.0

6/1/22

Smartsheet Legal

General edits.

4.5

5/31/23

Smartsheet Legal

Company address update; general edits.

5.0

5/28/24

Smartsheet Legal

General edits.

CONFIDENTIAL

company

policyWhistleblower and Complaint Policy|4