January 1, 2021
Whistleblower Policy
1.

Introduction
This Whistleblower Policy (the “Policy”) establishes guidelines and procedures for handling
contentions of Whistleblowers (as defined below) regarding suspected fraudulent, wrong or
improper conduct of the management and personnel of Sarine Technologies Ltd. (hereinafter:
the “Personnel”), including its subsidiaries (the “Company”), and it is consistent with theCompany’s commitment to maintain the highest standards of integrity and to comply withapplicable laws.
By appropriately responding to allegations raised by Whistleblowers, the Company can bettersupport an environment where compliance is the norm and thereby avoid a diminution inshareholder value.

2.

Purpose of the Policy
This Policy applies to all of the Company’s employees, and it governs the procedures that mustbe followed when allegations of impropriety are made by a Whistleblower and suchallegations, inter alia, involve: (i) accounting, internal accounting controls or auditing matters;(ii) a violation of any law; (iii) violation of confidentiality and/or intellectual property rights;(iv) gross mismanagement; (v) an abuse of authority; (vi) conflict of interest; (vii) insider
trading; (viii) self-dealing; or (ix) fraudulent or dishonest conduct.
These procedures are in no way intended to limit the rights of Whistleblowers to report alleged
violations relating to the aforementioned matters to proper governmental and regulatory
authorities.
For the purposes of this Policy, a “Whistleblower” shall mean an individual (e.g. director,manager, employee, consultant, supplier, contractor or customer) who brings to the attentionof either the Company’s management or the authorized body as set forth in Section 3.3. below,
an allegation of impropriety within the Company that has not been resolved to the satisfactionof the individual and that prevents the Company from meeting its legal obligations, fromcomplying with generally accepted accounting principles, or from operating in an efficient andbusiness-oriented manner.

3.

Procedures
Allegations of suspected fraudulent, wrong or improper conduct by the Company’s Personnel
are to be reported to the Company’s CEO and/or to the Chairperson of the Audit Committee
4 Haharash St., Neve Neeman
Hod Hasharon, Israel 4524075
Tel. +972-9-7903500
www.sarine.com

and/or to the Lead Director and/or the Chairperson of the Board, as applicable, in accordancewith the procedures set forth below.
3.1

A Whistleblower may report allegations of suspected fraudulent, wrong or improper
conduct by the Personnel, including allegations reported by third parties. Suchallegations may be reported anonymously (although, in some cases the anonymity ofthe Whistleblower may compromise the Company’s ability to investigate suchallegations).

3.2

If a Whistleblower suspects that a fraudulent, wrongful or improper conduct is being
perpetrated by, or involves any Personnel, he/she is expected to immediately reportsuch suspicions or allegations by notifying the Company’s CEO and copying (cc’ing)such notification to the Chairperson of the Board, the Lead Director and theChairperson of the Audit Committee or any member thereof, as set forth in Sections
3.4-3.5 below.

3.3

If a Whistleblower suspects that a fraudulent, wrongful or improper conduct is being
perpetrated by, or involves the Company’s CEO, he/she is expected to immediately
report such suspicions or allegations by notifying the Chairperson of the Board and/or
the Chairperson of the Audit Committee or any member thereof and/or the LeadDirector, as set forth in Sections 3.4-3.5 below.
In the event that the Company’s CEO is of the opinion that the reported suspicions orallegations are considered fraudulent or dishonest conduct and/or a violation of anylaw, he shall promptly report such suspicions to the Company’s legal counsel, whoshall provide his legal opinion regarding the said suspicions. Should the Company’slegal counsel determine that there has been a violation of any law, an investigation will
be conducted regarding the reported suspicions, as specified in Section 4.4. below.

3.4

Whistleblowers are highly encouraged to submit their reports in writing to assure aclear understanding of the issues being raised, but they may also report orally. Such
reports should be factual rather than speculative, and contain as much specificinformation as possible, including name(s), dates, places, events and theWhistleblower’s perception of why he/she suspects the fraudulent, wrongful, orimproper conduct. Oral reports should be documented by the person receiving thereport promptly after such report has been submitted and the person receiving oral
reports shall have the Whistleblowers sign their report, provided, however, that theWhistleblowers’ consent was obtained.

3.5

Reports to the Company’s CEO may be made in person or in writing, via e-mail.
Reports to the Chairperson of the Audit Committee may be made in person or inwriting, via e-mail.
Reports to the Chairperson of the Board may be made in person, in writing, via e-mail.
Reports to the Lead Director may be made in person or in writing, via e-mail.
4 Haharash St., Neve Neeman
Hod Hasharon, Israel 4524075
Tel. +972-9-7903500
www.sarine.com

The e-mail addresses of the aforementioned persons are attached herewith as AnnexA.
The CEO, the Chairperson of the Audit Committee, the Lead Director and theChairperson of the Board (as applicable) shall meet with Whistleblowers outside of theCompany’s premises if so requested by the Whistleblowers. Furthermore, in the eventthat the Whistleblowers are reluctant to turn to the aforesaid persons, they may reportto their direct superior and the latter shall notify the relevant person regarding thereported allegations.

4.

3.6

Any employee who knowingly reports or makes false allegations of wrongful conduct
or improprieties shall be subject to disciplinary actions, including termination ofemployment. In certain cases, raising false allegations may also amount to a criminal
offence and/or may result in a civil tort.

3.7

Confidentiality of the Whistleblower’s identity, the nature of the report, and thesuspected person’s identity is to be strictly maintained by all parties investigating suchcomplaints, unless:(i)

the CEO, or the Chairperson of the Audit Committee and/or the Lead Director
and/or the Chairperson of the Board, or such other entity actually handling theinvestigation (as set forth in Section 4 below), is of the opinion that the identityof the Whistleblower is material to the conduct of any investigation; or(ii)

it is required by law, by the order or directive of a court of law or otherregulatory authority that the identity of the Whistleblower shall be revealed.

Mechanism of Handling Allegations
4.1The person receiving the report should first assess the allegations, while respecting theconfidentiality of the Whistleblower and the suspected party(ies) to the extent possible.

4.2

An investigation will only be conducted if the allegation and information submitted issufficiently specific and contains adequate corroborating evidence to warrant aninvestigation. Subject to the provisions of Section 3.7 above, the need for
confidentiality of all participants in the investigation must be honored to the extent
possible.

4.3

If the Company’s legal counsel concludes that the alleged suspicion may be considereda violation of any law, the Company’s CEO shall promptly notify the Chairperson of
the Audit Committee or the Lead Director or the Chairperson of the Board, who shallbe responsible for overseeing the investigation of the allegations raised and for
notifying the other members of the Audit Committee. The Audit Committee has theresponsibility to oversee, document and investigate all Whistleblower allegations
reported to the Committee or its Chairperson. Where applicable, and/or as per theadvice of the Company’s legal counsel, the Company may notify the police and/or any

4 Haharash St., Neve Neeman
Hod Hasharon, Israel 4524075
Tel. +972-9-7903500
www.sarine.com

other applicable governmental agency of such complaint and shall cooperate with any
official investigation initiated in this regard.

5.

4.4

If an investigation is conducted by the Chairperson of the Audit Committee and/or theLead Director and/or the Chairperson of the Board, the Chairperson of the Audit
Committee and/or the Lead Director and/or the Chairperson of the Board may retain
the services of an independent third party (e.g. the Internal Auditor or the Company’s(external) auditors) to conduct the investigation under the direction of the Chairpersonof the Audit Committee and/or the Lead Director and/or the Chairperson of the Board.
All fees for Whistleblower investigations charged by third parties should be detailed in
an engagement letter to be approved by the Audit Committee and signed by itsChairperson.

4.5

Investigators must be competent, trained, independent, unbiased, objective, and ethical,
and observe legal and professional standards.

Investigation of Suspected Party(ies) and Findings
5.1

Once faced with allegations concerning dishonesty, impropriety, or any othermalfeasance, the party(ies) who are subject to a Whistleblower investigation have theright to consult, at their own expense, with a person or persons of their choice.

5.2

The suspected party(ies) has a responsibility not to interfere with the investigation.
They are not to withhold, tamper, or destroy evidence or influence, coach or intimidate
witnesses. Unless there are compelling reasons to the contrary, subjects should be given
the opportunity to respond to material points of evidence contained in an investigation
report.

5.3

At the conclusion of an investigation, a written report shall provide as follows:(i) The findings of the report;(ii) A summary of the evidence gathered;(iii) A conclusion as to whether or not the allegations are substantiated;(iv) Recommendations as to the steps to be taken.
The report is to be completed and presented to the Audit Committee, or to the Board ofDirectors in the event that the suspected party(ies) is the CEO or a member of the Audit
Committee.

5.4

The tracking reports documenting all Whistleblower allegations submitted to the CEO,to the Chairperson of the Audit Committee, to the Lead Director or to the Chairpersonof the Board of Directors, as applicable, and the actions taken to resolve them, will bereviewed by the Audit Committee or the Board of Directors, as applicable, in a promptand diligent manner, and at least quarterly, and subsequently shall be brought before
the Company’s management.

4 Haharash St., Neve Neeman
Hod Hasharon, Israel 4524075
Tel. +972-9-7903500
www.sarine.com

6.

7.

5.5

The Chairperson of the Audit Committee or the Lead Director or the Chairperson ofthe Board, as applicable, shall strive to keep the Whistleblower generally informed ofthe findings of an investigation and of the actions taken in relation to his/her allegations.

5.6

Records of Whistleblower complaints, investigations and reports conducted by theAudit Committee or the Board of Directors (as applicable) are to be retained by theCompany for at least seven years.

Program Monitoring
6.1

The CEO is ultimately responsible for monitoring the effectiveness and compliance ofthis Policy.

6.2

Where a Whistleblower investigation is conducted by the Audit Committee, the LeadDirector, the Chairperson of the Audit Committee and/or the Chairperson of the Board,shall be ultimately responsible for monitoring the effectiveness and compliance of thisPolicy.

6.3

This Policy is to be reviewed at least annually by the Company’s CEO and theChairperson of the Board and changes be made as necessary.

Non-Retaliation
7.1

No adverse personnel (including management members) action will be taken against a
Whistleblower (especially against an employee of the Company), nor will retaliation
against such person be tolerated, for the disclosure of information the Whistleblower
made in good faith believing that their complaint involved:(i)a violation of any law;(ii)

a violation of any intellectual property rights;(iii) gross mismanagement;(iv) an abuse of authority;(v)

fraudulent or dishonest conduct;(vi) a breach of internal controls; or(vii) improper or fraudulent accounting, auditing, or financial reporting.
7.2

No director, manager, or any other employee with authority to make or materiallyinfluence significant Personnel decisions shall take any adverse personnel action
against an employee for disclosing in good faith alleged wrongful conduct orimproprieties. Any employee found to have so violated this procedure shall bedisciplined, up to and including termination of employment. For the avoidance of any
doubt, an adverse Personnel action shall include, inter alia, demotion, denial and/orsuspension of promotion, organization of and/or solicitation to participate in a boycott
against the employee, prevention of any benefit and/or improvement in employment

4 Haharash St., Neve Neeman
Hod Hasharon, Israel 4524075
Tel. +972-9-7903500
www.sarine.com

terms generally granted to the Company’s employees, suspension, forced vacation andtermination of employment.
7.3

The mere fact that an employee is, or becomes a Whistleblower, shall not prevent theexercise of any disciplinary and/or managerial actions against such employee in case
employee is found to have committed wrongful conduct or improprieties, or isotherwise found to be incompetent for his or her job.

7.4

Complaints of alleged retaliation are to be directed to the person that the Whistleblower
complaint was first reported to.

7.5

The terms of the Policy do not derogate in any way from the provisions of the Protection
on Employees (uncovering of offences unethical conduct and improper administration)
Law, 1997, nor do they derogate or exclude any of the applicable provisions of thePrevention of Sexual Harassment Law, 1998.

4 Haharash St., Neve Neeman
Hod Hasharon, Israel 4524075
Tel. +972-9-7903500
www.sarine.com

Annex A
Contact details of recipients of Whistleblower Contentions

CEONameE-mail address

Mr. David Blockdavid.block@sarine.com

Chairperson of theAudit Committee
Ms. Neta Zruya Hashai
neta.zruya@sarine.com

Lead Director
Ms. Varda Shine
varda.shine@sarine.com

Chairperson of theBoard of Directors
Mr. Daniel Benjamin Glinert
daniel.glinert@sarine.com

4 Haharash St., Neve Neeman
Hod Hasharon, Israel 4524075
Tel. +972-9-7903500
www.sarine.com