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1.1 This policy is applicable to all Alectra Board of Directors, Officers, permanent, contract and/or temporary employees, contractors and subcontractors working on behalf of the company, when conducting services for Alectra and its affiliate companies.

2.1 To ensure every Board of Director, Officer or Employee of Alectra is aware of their ongoing responsibility to report any activity or suspected activity of which they may have knowledge which is, or appears to be unlawful, unethical or in violation of any corporate policy, including but not limited to the Code of Conduct.

2.2 To provide a confidential avenue for Board of Director’s Officers and Employees of Alectra to submit reports of non-compliance with the Code of Conduct made in good faith, without fear of reprisal.

2.3 To establish guidance for the receipt, retention and treatment of verbal or written reports received regarding non-compliance with the Code of Conduct.

2.4 To enhance corporate governance by providing a method for submitting reports regarding non- compliance with the Code of Conduct, should the employee not be comfortable going through the standard feedback channels that are already in place

3.1 Alectra is committed to the highest standards of ethical behaviour to ensure that public confidence and trust is maintained.

3.2 This policy, and additional information regarding conflict resolution resources, shall be provided to all employees, Officers and Board of Directors and made generally available through the Company intranet.

3.3 In line with this commitment, Alectra provides an avenue for Board of Directors, Officers, Employees and other stakeholders to raise any concerns of unethical business conduct in violation of any corporate policy, including but not limited to the Code of Conduct.

3.4 The Executive Vice President, People and Transformation or Vice President, Internal Audit are designated to be the recipients of all the reports filed under this policy (“Designated Recipients”) and will designate, at their discretion, the appropriate individual(s) to communicate, investigate and facilitate the necessary Company action; provided however that any Recipient shall not receive any such report if they are a named party in the allegation. In this instance, the report may be channeled to the Board’s Human Resource and Compensation Committee or the designated third party. Should there be a need to contact a neutral third party, contact information is included at the bottom of this policy.

3.5 Reporting Non-Compliance

Employees can report non-compliance with the Code of Conduct in accordance with the procedures set out in the Code of Conduct or directly to the Executive Vice President, People & Transformation or the Vice President, Internal Audit via email.

If an employee is uncomfortable approaching any of the above parties, they may anonymously file a report through the ClearView Strategic Partners Inc., by calling their confidential toll-free hotline: 1-855-238-3738 or visiting their Website: www.clearviewconnects.com.

Please refer to the CORP-PRO-009A Whistleblower Program Procedure for further information.

3.6 Retention and Treatment Reports

3.6.1 Reports filed under this policy will be controlled and documented by the Executive Vice President, People and Transformation and Vice President, Internal Audit. All related documentation shall be maintained for six years in secured files and only the named parties shall have access to the files.

3.6.2 All reports will be taken seriously and addressed promptly, discreetly and professionally. Employees are encouraged to identify themselves to the contact of their choice, but they ultimately have the right to remain anonymous. If a person desires to remain anonymous, that desire will be respected. Discussions and documentation regarding reports will be kept in strict confidence to the extent appropriate or permitted by policy or law. Should the person submitting the report identify themselves, the recipient of the report will communicate to the employee the steps to be taken to address the report and the results of any Company actions initiated.

3.6.3 A summary of reports received under this policy will be communicated to the President and CEO as they occur, the Board’s Human Resources and Compensation Committee on a quarterly basis (or a more frequent basis should conditions warrant more timely action) and to the Board of Directors depending on the nature of the claim.

3.7 Freedom of Reprisal/Retaliation

3.7.1 No Board of Director, Officer or employee who, in good faith, exercises their obligation to report a breach or suspected breach of the Code or of any matter covered under this policy shall suffer retaliation, reprisal or adverse employment consequence.

3.7.2 Retaliation against any employee that files a report, voices a concern or participates in proceedings under this policy is strictly prohibited and will not be tolerated.

3.7.3 Employees determined to have engaged in retaliatory behaviour or who fail to maintain an employee’s requested anonymity may be subject to discipline, which could result in termination of employment.

3.7.4 Any employee who feels that they have been subject to any behaviour that violates this policy should immediately report such behaviour to their Supervisor, the Executive Vice President, People and Transformation or Vice President, Internal Audit or the Board’s Human Resources and Compensation Committee.

3.8 The creation and implementation of this policy in no way implies that there is an indication of suspected or real issues of unethical or illegal conduct by any employee, Officer, or Board of Director. This policy aligns with the highest standards of governance and further supports the Alectra Code of Conduct and the Board of Directors Governance Guidelines and provides an open and transparent demonstration that such conduct is clearly unacceptable at all levels of the organization.

4.1 Non-Compliance, Reprisal or Retaliation

If an employee is found to have engaged in non-compliance with the Code of Conduct or any form of reprisal or retaliatory behaviour (as per section 3.7.2 and 3.7.3 above), Alectra will take appropriate corrective measures, up to and including termination of employment and legal action if applicable, regardless of the respondent’s length of service or position in the Company.

4.2 Misleading or False Reports

4.2.1 Individuals, who knowingly file misleading or false reports or reports without a reasonable belief as to truth or accuracy, and following an appropriate investigation, will not be protected by this policy and may be subject to discipline, including termination of employment.

4.3 Destruction, Falsification, or Concealment

4.3.1 Individuals who destroy, falsify, or conceal any document or thing that is likely to be relevant to an investigation under this policy, will not be protected by this policy and may be subject to discipline, including termination of employment.

5 RELATED WORK PROCEDURES AND WORK INSTRUCTIONS

5.1 CORP-PRO-009A Whistleblower Program Procedure

6. FORMS AND RELATED DOCUMENTS

6.1 CORP 010 Alectra Code of Conduct
6.2 Board of Directors Governance Guidelines
6.3 Occupational Health & Safety Act, R.S.O. 1990
6.4 The Canadian Environmental Protection Act, R.S.C. 1985